X0306 4 2017-02-15 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 Common Stock, Par Value $.01 2017-02-15 4 M 0 251015 0 A 598972 D Common Stock, Par Value $.01 2017-02-15 4 F 0 128128 96.32 D 470844 D Common Stock, Par Value $.01 38835 I By Savings Plan Performance Stock Units 2017-02-15 4 M 0 251015 0 D 2017-02-15 2017-02-15 Common Stock, Par Value $.01 251015 0 D 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. 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 251,015 shares of common stock upon the vesting of the performance stock units. Each performance 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 that vested. Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units in accordance with Rule 16b-3. 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. By: Brenda C. Karickhoff for Jeffrey L. Bewkes 2017-02-17