SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MELTON CAROL A

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

(Street)

NEW YORK

10019-8016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TIME WARNER INC. [ TWX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $.01	03/12/2008		L5	41.423⁽¹⁾⁽²⁾	A	$14.8468⁽³⁾	6,139.808⁽⁴⁾	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	06/11/2008		L5	40.979⁽¹⁾⁽²⁾	A	$15.0709⁽³⁾	6,153.468⁽⁴⁾	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	09/10/2008		L5	40.747⁽¹⁾⁽²⁾	A	$15.2195⁽³⁾	6,167.05⁽⁴⁾	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	12/10/2008		L5	63.286⁽¹⁾⁽²⁾	A	$9.8395⁽³⁾	6,188.145⁽⁴⁾	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	06/10/2009		L5	23.754⁽¹⁾	A	$26.3796⁽⁵⁾	6,211.754⁽⁴⁾⁽⁶⁾	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	09/10/2009		L5	21.728⁽¹⁾	A	$29.0451⁽⁵⁾	6,233.482	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	12/04/2009		L5	20.35⁽¹⁾	A	$31.2117⁽⁵⁾	6,253.832	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	03/10/2010		L5	23.682⁽¹⁾	A	$30.5786	6,277.514	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	06/10/2010		L5	23.438⁽¹⁾	A	$31.1113	6,300.952	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	09/10/2010		L5	23.312⁽¹⁾	A	$31.4933	6,324.264	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	12/10/2010		L5	23.308⁽¹⁾	A	$31.7114	6,347.572	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	03/10/2011		L	22.886⁽¹⁾	A	$35.9545	6,370.458	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	06/10/2011		L	23.793⁽¹⁾	A	$34.8112	6,394.251	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	09/12/2011		L	28.827⁽¹⁾	A	$28.9254	6,423.078	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01	12/12/2011		L	24.689⁽¹⁾	A	$34.0486	6,447.767	I	By Spouse⁽⁷⁾
Common Stock, Par Value $.01							21,684	D
Common Stock, Par Value $.01							321	I	By Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares purchased pursuant to broker-administered dividend reinvestment of the Issuer's common stock.

2. The number of shares acquired have not been adjusted to reflect a one-for-three reverse stock split of the Issuer's common stock that became effective on March 27, 2009 (the "Reverse Stock Split").

3. The purchase price has not been adjusted to reflect (a) the Reverse Stock Split, (b) the separation of Time Warner Cable Inc. from the Issuer on March 12, 2009 or (c) the separation of AOL Inc. from the Issuer on December 9, 2009 (the "AOL Separation").

4. The amount of securities beneficially owned has been adjusted to reflect the Reverse Stock Split. Pursuant to the exemption under Rule 16a-9(a) of the Securities and Exchange Act of 1934, these adjustment transactions are not required to be reported.

5. The purchase price has not been adjusted to reflect the AOL Separation.

6. The amount of securities beneficially owned does not include any fractional shares resulting from the Reverse Stock Split because stockholders received cash in lieu of any fractional shares. Pursuant to the exemption under Rule 16a-9(a) of the Securities and Exchange Act of 1934, this disposition is not required to be reported.

7. Shares held by the Reporting Person's spouse as to which the Reporting Person disclaims beneficial ownership.

	By: Brenda C. Karickhoff for Carol A. Melton	02/09/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.