X0306 4 2015-01-28 0001105705 TIME WARNER INC. TWX 0001237444 CAPPUCCIO PAUL T ONE TIME WARNER CENTER NEW YORK NY 10019-8016 1 EVP and General Counsel Restricted Stock Units 2015-01-28 4 A 0 15374 0 A Common Stock, Par Value $.01 15374 71639 D Performance Stock Units 2015-01-28 4 A 0 49974 0 A 2015-02-15 2015-02-15 Common Stock, Par Value $.01 49974 49974 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, 2014 and were subject to a performance condition, which the Compensation and Human Development Committee certified on January 28, 2015 had been satisfied. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2014. These restricted stock units (as adjusted for the spin-off of Time Inc.) include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the following dates of grant: February 7, 2011, February 15, 2012 and February 15, 2013, and (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014. Each performance stock unit represents a contingent right to receive one share of common stock. On February 15, 2012, the Reporting Person was awarded 24,987 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2014. On January 28, 2015, the Compensation and Human Development Committee approved a payout of 200% of the target PSUs under the performance standards set in 2012, based on the Issuer's cumulative Adjusted EPS achieved during the performance period and its relative total stockholder return for the performance period being at the 91.4th percentile of companies in the S&P 500. By: Brenda C. Karickhoff for Paul T. Cappuccio 2015-01-29