X0306 4 2012-09-15 0001105705 TIME WARNER INC. TWX 0001237443 BEWKES JEFFREY L ONE TIME WARNER CENTER NEW YORK NY 10019-8016 1 1 Chairman of the Board and CEO Phantom Stock Units 2012-09-15 4 A 0 124.2452 44.71 A Common Stock, Par Value $.01 124.2452 21489.6481 I By Deferred Compensation Plan The phantom stock units were acquired by the Reporting Person pursuant to the terms of the Time Warner Inc. Deferred Compensation Plan (the "Plan") in connection with the Issuer's quarterly cash dividend payment on its Common Stock and the Reporting Person's prior election to have a portion of the amounts deferred under the Plan track the performance of the Time Warner Common Stock Crediting Fund. This transaction is exempt under Section 16(b). The phantom stock units are settled in cash based on the Reporting Person's election either after a period of time not less than three years or following termination of employment. The cash value received by the Reporting Person upon distribution will be based, one-for-one, on the fair market value of the Common Stock underlying the Phantom Stock units held in the Reporting Person's account. By: Brenda C. Karickhoff for Jeffrey L. Bewkes 2012-09-17