X0306 4 2017-01-26 0001105705 TIME WARNER INC. TWX 0001237443 BEWKES JEFFREY L ONE TIME WARNER CENTER NEW YORK NY 10019 1 1 Chairman of the Board and CEO Performance Stock Units 2017-01-26 4 A 0 251015 0 A 2017-02-15 2017-02-15 Common Stock, Par Value $.01 251015 251015 D Each performance stock unit represents a contingent right to receive one share of common stock. On February 15, 2014, the Reporting Person was awarded 126,012 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 Jeffrey L. Bewkes 2017-01-27