8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 26, 2011

TIME WARNER INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-15062	13-4099534
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Time Warner Center, New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

212-484-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Computation of Ratio of Earnings to Fixed Charges

Time Warner Inc. (“Time Warner” or the “Company”) is filing this Current Report on Form 8-K to file the computation of its ratio of earnings to fixed charges for the six months ended June 30, 2011 and each of the five years from 2006 through 2010 as an exhibit for incorporation by reference into its Registration Statement on Form S-3 (File No. 333-165156) (the “Registration Statement”).

Legal Proceedings

Time Warner is also filing this Current Report on Form 8-K for the purpose of incorporating by reference the following disclosure into the Registration Statement.

Reference is made to the lawsuit filed by Charlie Sheen and 9^th Step Productions (collectively, “Sheen”) described on page 40 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and page 46 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. On September 26, 2011, the parties reached an agreement to settle all claims asserted by and against Sheen in the litigation and arbitration on terms that are not material to the Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
12.1	Computation of ratio of earnings to fixed charges.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TIME WARNER INC.
By:	/s/ Pascal Desroches
	Name:  Pascal Desroches
	Title:    Senior Vice President              and Controller

Date: October 12, 2011

EXHIBIT INDEX

Exhibit	Description
12.1	Computation of ratio of earnings to fixed charges.

EX-12.1

Exhibit 12.1

Time Warner Inc.

Ratio of Earnings to Fixed Charges

(Dollars in millions)

		June 30, 2011			June 30, 2011			June 30, 2011			June 30, 2011			June 30, 2011			June 30, 2011
	Six Months Ended						Year Ended December 31,
	June 30, 2011			2010			2009			2008			2007			2006
Earnings:
Net income (loss) from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change	$	1,932		$	3,919		$	3,237		$	(4,397	)	$	2,746		$	3,165
Interest expense(2)(3)		645			1,277			1,521			2,499			2,565			2,019
Amortization of capitalized interest		1			1			2			3			2			1
Portion of rents representative of an interest factor(4)		71			138			176			234			239			238
Adjustment for equity earnings or losses of investee companies, net of cash distributions		40			38			74			21			49			62
Total earnings (loss)	$	2,689		$	5,373		$	5,010		$	(1,640	)	$	5,601		$	5,485
Fixed Charges:
Interest expense(2)(3)	$	645		$	1,277		$	1,521		$	2,499		$	2,565		$	2,019
Capitalized interest(5)		2			2			1			1			15			17
Portion of rents representative of an interest factor(4)		71			138			176			234			239			238
Total fixed charges	$	718		$	1,417		$	1,698		$	2,734		$	2,819		$	2,274
Ratio of earnings to fixed charges		3.7	x		3.8	x		3.0	x		—	(1)		2.0	x		2.4	x

⁽¹⁾  For the ratio of earnings to fixed charges to equal 1.0, earnings must increase by $4.374 billion. Net loss from continuing operations before income taxes and discontinued operations for 2008 includes $7.139 billion of noncash impairments related to goodwill and identifiable intangible assets of Time Warner’s publishing segment.

⁽²⁾  Earnings and fixed charges exclude accrued interest on uncertain tax positions that is included in income tax expense.

⁽³⁾  For the six months ended June 30, 2011, and the years ended December 31, 2010, 2009, 2008, 2007 and 2006, amounts include $0 million, $0 million, $218 million, $970 million, $916 million and $593 million, respectively, related to discontinued operations.

⁽⁴⁾  For the six months ended June 30, 2011, and the years ended December 31, 2010, 2009, 2008, 2007 and 2006, amounts include $0 million, $0 million, $29 million, $78 million, $80 million and $67 million, respectively, related to discontinued operations.

⁽⁵⁾  For the six months ended June 30, 2011, and the years ended December 31, 2010, 2009, 2008, 2007 and 2006, amounts include $0 million, $0 million, $0 million, $1 million, $5 million and $2 million, respectively, related to discontinued operations.