X0306 4 2018-02-15 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 2018-02-15 4 M 0 23916 0 A 150359 D Common Stock, Par Value $.01 2018-02-15 4 F 0 11692 94.99 D 138667 D Common Stock, Par Value $.01 2018-02-15 4 M 0 3845 0 A 142512 D Common Stock, Par Value $.01 2018-02-15 4 F 0 1789 94.99 D 140723 D Common Stock, Par Value $.01 2018-02-15 4 M 0 3547 0 A 144270 D Common Stock, Par Value $.01 2018-02-15 4 F 0 1650 94.99 D 142620 D Common Stock, Par Value $.01 2018-02-15 4 M 0 4778 0 A 147398 D Common Stock, Par Value $.01 2018-02-15 4 F 0 2223 94.99 D 145175 D Common Stock, Par Value $.01 2018-02-15 4 M 0 9799 0 A 154974 D Common Stock, Par Value $.01 2018-02-15 4 F 0 4790 94.99 D 150184 D Common Stock, Par Value $.01 305 I By Savings Plan Performance Stock Units 2018-02-15 4 M 0 23916 0 D 2018-02-15 2018-02-15 Common Stock, Par Value $.01 23916 0 D Restricted Stock Units 2018-02-15 4 M 0 3845 0 D Common Stock, Par Value $.01 3845 99826 D Restricted Stock Units 2018-02-15 4 M 0 3547 0 D Common Stock, Par Value $.01 3547 96279 D Restricted Stock Units 2018-02-15 4 M 0 4778 0 D Common Stock, Par Value $.01 4778 91501 D Restricted Stock Units 2018-02-15 4 M 0 9799 0 D Common Stock, Par Value $.01 9799 81702 D On February 15, 2015, the Reporting Person was awarded 13,436 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 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 of the Securities Act of 1934. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2014, February 15, 2015, February 15, 2016 and October 24, 2016. 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 four equal installments on the first four anniversaries of their date of grant, February 15, 2014. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2015. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2016. These restricted stock units vest in four equal installments on the first four anniversaries of February 15, 2017. These restricted stock units include (i) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2015 and February 15, 2016; (ii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (iii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018. By: Brenda C. Karickhoff for Paul T. Cappuccio 2018-02-20