X0306 4 2018-01-24 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 2018-01-24 4 A 0 160776 0 A 2018-02-15 2018-02-15 Common Stock, Par Value $.01 160776 160776 D Restricted Stock Units 2018-01-24 4 A 0 332226 0 A Common Stock, Par Value $.01 332226 332226 D Each performance stock unit represents a contingent right to receive one share of common stock. On February 15, 2015, the Reporting Person was awarded 90,324 target performance stock units with a three-year performance period ending December 31, 2017. On January 24, 2018, the Compensation and Human Development Committee approved a payout of 178% of the target PSUs under the performance standards set in 2015, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 200%, and (ii) its total stockholder return for the performance period compared to the other companies in the S&P 500, which resulted in a TSR modifier of 89%. The payout factor for the performance stock units is determined by multiplying the Adjusted EPS factor and the TSR modifier. Each restricted stock unit represents a contingent right to receive one share of common stock. This award of restricted stock units was made on February 15, 2017 as a special retention award in accordance with the Agreement and Plan of Merger, dated as of October 22, 2016, among Time Warner Inc., AT&T Inc. and West Merger Sub, Inc., as amended, with a value equal to approximately two times the Reporting Person's annual long-term incentive compensation, and subject to a performance condition, which the Compensation and Human Development Committee certified on January 24, 2018 had been satisfied. Half of this award is scheduled to vest in four equal installments on each of the first four anniversaries of February 15, 2017, and the remaining half is scheduled to vest in four equal installments on each of the first four anniversaries of February 15, 2018. By: Brenda C. Karickhoff for Jeffrey L. Bewkes 2018-01-25