X0306 4 2015-02-15 0001105705 TIME WARNER INC. TWX 0001237444 CAPPUCCIO PAUL T ONE TIME WARNER CENTER NEW YORK NY 10019-8016 1 EVP and General Counsel Common Stock, Par Value $.01 2015-02-15 4 M 0 49974 0 A 118704 D Common Stock, Par Value $.01 2015-02-15 4 F 0 25771 83.87 D 92933 D Common Stock, Par Value $.01 2015-02-15 4 M 0 13393 0 A 106326 D Common Stock, Par Value $.01 2015-02-15 4 F 0 6906 83.87 D 99420 D Common Stock, Par Value $.01 2015-02-15 4 M 0 3843 0 A 103263 D Common Stock, Par Value $.01 2015-02-15 4 F 0 1981 83.87 D 101282 D Common Stock, Par Value $.01 275 I By Savings Plan Performance Stock Units 2015-02-15 4 M 0 49974 0 D 2015-02-15 2015-02-15 Common Stock, Par Value $.01 49974 0 D Restricted Stock Units 2015-02-15 4 M 0 13393 0 D Common Stock, Par Value $.01 13393 47525 D Restricted Stock Units 2015-02-15 4 M 0 3843 0 D Common Stock, Par Value $.01 3843 43682 D Employee Stock Option (Right to Buy) 83.87 2015-02-15 4 A 0 55677 0 A 2025-02-14 Common Stock, Par Value $.01 55677 55677 D On February 15, 2012, the Reporting Person was awarded 24,987 target performance stock units with a three-year performance period ending December 31, 2014. As previously reported on a Form 4 (filed with the SEC on January 29, 2015), on January 28, 2015, the Compensation and Human Development Committee approved a payout of 200% of the target performance stock units 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. On February 15, 2015, the Reporting Person acquired 49,974 shares of common stock upon the vesting of the performance stock units. Each performance stock unit or 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 performance stock unit or restricted stock unit that vested. 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. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2012 and February 15, 2014. 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 the date of grant, February 15, 2012. These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014. These restricted stock units include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the following dates of grant: 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. This option becomes exercisable in increments of 25% on the first four anniversaries of the date of grant, February 15, 2015. By: Brenda C. Karickhoff for Paul T. Cappuccio 2015-02-18