X0306 4 2013-02-08 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 Common Stock, Par Value $.01 2013-02-08 4 A 0 151937 0 A 405628 D Common Stock, Par Value $.01 2013-02-08 4 F 0 82033 52.57 D 323595 D Common Stock, Par Value $.01 2013-02-08 4 M 0 48142 0 A 371737 D Common Stock, Par Value $.01 2013-02-08 4 F 0 25741 52.57 D 345996 D Common Stock, Par Value $.01 2013-02-08 4 M 0 216642 21.43 A 562638 D Common Stock, Par Value $.01 2013-02-08 4 S 0 216642 52.39 D 345996 D Common Stock, Par Value $.01 34752 I By Savings Plan Restricted Stock Units 2013-02-08 4 M 0 48142 0 D 2013-02-08 2013-02-08 Common Stock, Par Value $.01 48142 264414.179 D Employee Stock Option (Right to Buy) 21.43 2013-02-08 4 M 0 216642 0 D 2013-02-13 Common Stock, Par Value $.01 216642 0 D Shares of common stock acquired upon the vesting of performance stock units awarded on February 8, 2010. The Reporting Person received one share of common stock for each performance stock unit that vested. Vesting of the performance stock units was contingent upon the Issuer's achievement of certain performance criteria during the 2010-2012 performance period. 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 of the Securities Exchange Act of 1934. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 8, 2010. Each 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 restricted stock unit that vested. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2012. This transaction was executed in multiple trades at prices ranging from $52.202 to $52.575. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, Time Warner Inc. or a security holder of Time Warner Inc., full information regarding the number of shares and prices at which each transaction was effected. The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of common stock acquired through the reinvestment of dividends paid on the common stock held by the Savings Plan. These restricted stock units vest in two equal installments on the third and fourth anniversaries of their dates of grant, February 20, 2009, February 8, 2010, February 7, 2011 and February 15, 2012. This option is currently exercisable. By: Brenda C. Karickhoff for Jeffrey L. Bewkes 2013-02-12