X0306 4 2017-01-26 0001105705 TIME WARNER INC. TWX 0001236136 GINSBERG GARY L ONE TIME WARNER CENTER NEW YORK NY 10019 1 Executive Vice President Restricted Stock Units 2017-01-26 4 A 0 5059 0 A Common Stock, Par Value $.01 5059 41787 D Performance Stock Units 2017-01-26 4 A 0 9934 0 A 2017-02-15 2017-02-15 Common Stock, Par Value $.01 9934 9934 D Each restricted stock unit represents the contingent right to receive one share of common stock. These restricted stock units were awarded on February 15, 2016 and were subject to a performance condition, which the Compensation and Human Development Committee certified on January 26, 2017 had been satisfied. 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 two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013; (ii) 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; (iii) restricted stock units that vest in four equal installments on February 15, 2016 and the second, third and fourth anniversaries of the date of grant, April 15, 2014; (iv) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (v) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018. Each performance stock unit represents a contingent right to receive one share of common stock. On February 15, 2014, the Reporting Person was awarded 4,987 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2016. 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. By: Brenda C. Karickhoff for Gary L. Ginsberg 2017-01-27