X0306 4 2017-02-15 0001105705 TIME WARNER INC. TWX 0001298014 Magee Karen ONE TIME WARNER CENTER NEW YORK NY 10019 1 Executive Vice President Common Stock, Par Value $.01 2017-02-15 4 M 0 10432 0 A 17893 D Common Stock, Par Value $.01 2017-02-15 4 F 0 5823 96.32 D 12070 D Common Stock, Par Value $.01 2017-02-15 4 M 0 6822 0 A 18892 D Common Stock, Par Value $.01 2017-02-15 4 F 0 3647 96.32 D 15245 D Common Stock, Par Value $.01 2017-02-15 4 M 0 1327 0 A 16572 D Common Stock, Par Value $.01 2017-02-15 4 F 0 709 96.32 D 15863 D Common Stock, Par Value $.01 2017-02-15 4 M 0 991 0 A 16854 D Common Stock, Par Value $.01 2017-02-15 4 F 0 529 96.32 D 16325 D Common Stock, Par Value $.01 2017-02-15 4 M 0 1335 0 A 17660 D Common Stock, Par Value $.01 2017-02-15 4 F 0 839 96.32 D 16821 D Performance Stock Units 2017-02-15 4 M 0 10432 0 D 2017-02-15 2017-02-15 Common Stock, Par Value $.01 10432 0 D Restricted Stock Units 2017-02-15 4 M 0 6822 0 D Common Stock, Par Value $.01 6822 39793 D Restricted Stock Units 2017-02-15 4 M 0 1327 0 D Common Stock, Par Value $.01 1327 38466 D Restricted Stock Units 2017-02-15 4 M 0 991 0 D Common Stock, Par Value $.01 991 37475 D Restricted Stock Units 2017-02-15 4 M 0 1335 0 D Common Stock, Par Value $.01 1335 36140 D On February 15, 2014, the Reporting Person was awarded 5,237 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2016. As previously reported on a Form 4 (filed with the SEC on January 27, 2017), on January 26, 2017, the Compensation and Human Development Committee approved a payout of 199.2% of the target PSUs under the performance standards set in 2014, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 166%, and (ii) its total stockholder return for the performance period compared to other companies in the S&P 500, which resulted in a TSR modifier of 120%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier. On February 15, 2017, the Reporting Person acquired 10,432 shares of common stock upon the vesting of the performance stock units. Each performance stock unit or restricted stock unit represents a contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each performance stock unit or restricted stock unit that vested. Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units or restricted stock units in accordance with Rule 16b-3. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2013, February 15, 2014, February 15, 2015 and February 15, 2016. These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2014. These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2015. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2016. These restricted stock units include (i) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014, February 15, 2015 and February 15, 2016; (ii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (iii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018. By: Brenda C. Karickhoff for Karen Magee 2017-02-17