THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Time Warner Inc. (TWX)

4/4/2006 Proxy Information

Kenneth J. Novack, a director of the Company, is Senior Counsel to the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC. Mintz Levin was retained by the Company during 2005. Fees paid to Mintz Levin were less than 5% of the firm’s gross revenues for its last fiscal year.

As of March 2006, 11 shareholder derivative actions have been filed. Three have been filed in New York State Supreme Court for the County of New York, four have been filed in the United States District Court for the Southern District of New York and four have been filed in the Court of Chancery of the State of Delaware for New Castle County. These suits name certain current and former directors and officers of the Company as defendants, as well as the Company as a nominal defendant. The complaints allege that the defendants breached their fiduciary duties by causing the Company to issue corporate statements that did not accurately represent that America Online had declining advertising revenues and by failing to conduct adequate due diligence in connection with the AOL-Historic TW Merger, that the AOL-Historic TW Merger was not generating the synergies anticipated at the time of the announcement of the AOL-Historic TW Merger, and that the Company inappropriately delayed writing down more than $50 billion of goodwill, thereby exposing the Company to potential liability for alleged violations of federal securities laws. The lawsuits further allege that certain of the defendants improperly sold their personal holdings of Company securities. The lawsuits request that all proceeds from any improper sales of the Company’s Common Stock, all expenses incurred by the Company as a result of the defense of certain shareholder class actions discussed below, and any improper salaries or payments be returned to the Company. On May 2, 2003, the three lawsuits filed in New York State Supreme Court were dismissed on forum non conveniens grounds and plaintiffs’ time to appeal has expired. The four lawsuits pending in the U.S. District Court for the Southern District of New York have been centralized for coordinated or consolidated pre-trial proceedings with certain other related federal cases, some of which are described below. On October 6, 2004, plaintiffs filed an amended consolidated complaint in three of these four cases. The parties have reached an understanding to resolve these matters, subject to definitive documentation and necessary court approvals.

In addition, as of March 2006, over 30 shareholder class actions (all of which have been consolidated) and numerous individual lawsuits have been filed against one or more of the Company, certain current and former executives of the Company and certain current and former directors of the Company, among other defendants, claiming, among other things, violations of federal and state securities laws based on allegations similar to those made in the shareholder derivative actions discussed above. The Company reached an agreement with the lead plaintiff in the consolidated securities class actions to settle those cases, and the parties are now awaiting final approval of that settlement from the Court. During 2004 and 2005, the Company’s accounting and financial disclosure practices were the subject of investigations by the SEC and the U.S. Department of Justice, both of which have now been settled. These matters, including the terms of the settlements of the consolidated securities class actions and of the government investigations, are discussed in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Form 10-K”). In connection with the SEC’s investigation, Mr. Pace, Executive Vice President and Chief Financial Officer of the Company, also reached a settlement with the SEC pursuant to which he agreed, without admitting or denying the SEC’s allegations, to the entry of an administrative order that he cease and desist from causing violations or future violations of certain reporting provisions of the securities laws; however, he is not subject to any suspension, bar or penalty.

In connection with the Company’s indemnification obligations (described below), the Company, or its insurer, has advanced and the Company will continue to advance certain attorneys’ fees and expenses incurred by officers and directors in connection with various litigation and proceedings, including the derivative litigation described above, the securities class-action and individual shareholder lawsuits and the government investigations and other matters described in the 2005 Form 10-K. Certain executive officers and directors have retained their own counsel with respect to these matters and others are represented by the Company’s counsel. For the year ended December 31, 2005, the Company, or its insurer, advanced the following amounts for the representation of individual executive officers and directors: Mr. Cappuccio, $172,602; Mr. Case, $249,334; Mr. Gilburne, $175,181; Mr. Novack, $544,925; Mr. Pace, $840,000; Mr. Parsons, $360,000; and Mr. Turner, $410,791.

As described in the 2005 Form 10-K, during 2005, the Company reached an agreement with the carriers on its directors and officers insurance policies in connection with the securities and derivative action matters described above. As a result of this agreement, in the first quarter of 2006, the Company received approximately $185 million of additional recoveries under the policies.

The Company is obligated to indemnify its officers and directors under certain circumstances to the fullest extent permitted by Delaware law. The Company has purchased insurance that covers its directors and officers for liabilities incurred by them in their capacities as directors and officers of the Company and its subsidiaries. Under this insurance program, the Company is reimbursed for payments made to directors or officers as required or permitted by the indemnification provisions of the Company’s By-laws and Delaware law. This insurance also provides coverage under certain circumstances to individual directors and officers if they are not indemnified by the Company. The insurance coverage has certain exclusions including, but not limited to, acts determined to be deliberately criminal or fraudulent, or which have resulted in personal profit or advantage to which the individual was not legally entitled.

4/4/2005 Proxy Information

Stephen M. Case served as Chairman of AOL-Time Warner, Inc. until May 2003.

Miles R. Gilburne served as Senior Vice President, Corporate Development of America Online from February 1995 until December 1999.

Kenneth J. Novack, a director of the Company, is Senior Counsel to the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC. Mintz Levin was retained by the Company during 2004. Fees paid to Mintz Levin were less than 5% of the firm’s gross revenues for its last fiscal year.

From January 2001 until May 2003, Mr. Turner served in the capacity of Vice Chairman of Time Warner Inc. He served as Vice Chairman of Time Warner from the consummation of Time Warner's merger with Turner Broadcasting System, Inc. (TBS), which he founded, in October 1996 until his appointment as Vice Chairman and Senior Advisor of AOL-Time Warner on the completion of the merger of America Online, Inc. with Time Warner Inc. in January 2001. Mr. Turner served as Chairman and President of TBS from 1970 until 1996.

4/1/2004 Proxy Information

Stephen M. Case served as Chairman of AOL-Time Warner, Inc. until May 2003.

Miles R. Gilburne served as Senior Vice President, Corporate Development of America Online from February 1995 until December 1999.

A company wholly owned by Mr. Turner was reimbursed in 2003 by TBS for an aggregate of $138,996 related to Mr. Turner’s business use during 2002 and 2003 of a plane owned and operated by such company. In addition, as disclosed in the Company’s proxy statement in connection with the 2002 annual meeting of stockholders, during 2001, in connection with their acquisition of certain literary/production and intellectual property rights to prospective film projects from subsidiaries of the Company, entities wholly owned by Mr. Turner (“TTFP”) entered into arrangements with other subsidiaries of the Company relating to the distribution of these projects upon their completion. During 2002 and continuing into 2003, these subsidiaries promoted and distributed a completed project and have certain rights into the future. The Company’s subsidiaries are entitled to receive a fee and recoup their costs from the gross receipts of the project and/or from TTFP. In addition, effective January 1, 2003, an entity wholly owned by Mr. Turner entered into an arrangement with another subsidiary of the Company providing for the administration of the musical compositions from these film projects and for payment to the Company subsidiary for rendering these services. Mr. Turner’s son and son-in-law each indirectly owns minority interests in the acquisition company that entered into a contract in the fall of 2003 to acquire an 85% ownership interest in the Company’s winter sports teams and the operating rights to Philips Arena. Mr. Turner was Vice Chairman of Time Warner Inc. until May 2003.

As disclosed in the Company’s proxy statement in connection with the 2003 annual meeting of stockholders, in 2002, as part of the relocation arrangements for Mr. Robert Kimmitt, who became an Executive Vice President of the Company in 2001, the Company engaged a relocation company to acquire and sell his former residence. A contract for the sale of the house was signed in 2002 and was finalized in 2003. The Company reimbursed the relocation company for the $1.4 million difference between the amount it paid Mr. Kimmitt for the residence and this contracted sale price, plus fees and expenses. For information on amounts paid to Mr. Kimmitt, see “Executive Compensation Summary Table.”

During 2003, the Company and its subsidiaries engaged in transactions in the ordinary course of business with subsidiaries of FMR Corp., a beneficial owner of more than five percent of the voting power of the Company’s outstanding Common Stock, including in connection with certain of the Company’s employee benefit plans. The amounts involved in such transactions were not material to the Company or to FMR Corp.

CERTAIN LITIGATION

As of March 2004, eleven shareholder derivative actions have been filed. Three have been filed in New York State Supreme Court for the County of New York, four have been filed in the United States District Court for the Southern District of New York and four have been filed in the Court of Chancery of the State of Delaware for New Castle County. These suits name certain current and former officers and directors of the Company as defendants, as well as the Company as a nominal defendant. The complaints allege that defendants breached their fiduciary duties by causing the Company to issue corporate statements that did not accurately represent that America Online had declining advertising revenues, that the AOL-TW Merger was not generating the synergies anticipated at the time of the announcement of the AOL-TW Merger, and that the Company inappropriately delayed writing down more than $50 billion of goodwill, thereby exposing the Company to potential liability for alleged violations of federal securities laws. The lawsuits further allege that certain of the defendants improperly sold their personal holdings of Company securities. The lawsuits request that all proceeds from any improper sales of the Company’s Common Stock and any improper salaries or payments be returned to the Company. The Company intends to defend against the lawsuits vigorously. The Company is unable to predict the outcome of the cases or reasonably estimate a range of possible loss.

The Company is obligated to indemnify its officers and directors under certain circumstances to the fullest extent permitted by Delaware law. As part of that obligation, the Company has advanced and will continue to advance certain attorneys’ fees and expenses incurred by officers and directors in various litigation arising out of similar allegations, including the derivative litigation described above.

3/28/2003 Proxy Information

A company wholly owned by Mr. Turner is reimbursed by TBS for Mr. Turner’s business use of a plane owned and operated by such company. During 2002, TBS reimbursed such company for an aggregate of $207,207 relating to Mr. Turner’s business use of such plane during 2001 and 2002. In addition, as disclosed in the Company’s proxy statement in connection with the 2002 annual meeting of stockholders, during 2001, in connection with their acquisition of certain literary/production and intellectual property rights to prospective film projects from subsidiaries of the Company, entities wholly owned by Mr. Turner (“TTFP”) entered into arrangements with other subsidiaries of the Company relating to the distribution of these projects upon their completion. During 2002 and continuing into 2003, these subsidiaries promoted and distributed a completed project and have certain rights into the future. The Company’s subsidiaries are entitled to receive a fee and recoup their costs from the gross receipts of the project and/or from TTFP.

In 2002, as part of the relocation arrangements for Mr. Robert Kimmitt, who became the Executive Vice President, Global & Strategic Policy of the Company in 2001, the Company engaged a relocation company to acquire and sell his former residence. A contract for the sale of the house has been signed and is expected to be finalized in the near future. The Company is obligated to reimburse the relocation company for the $1.4 million difference between the amount it paid Mr. Kimmitt for the residence and this contracted sale price, plus fees and expenses. In addition, the Company compensated Mr. Kimmitt on an after-tax basis for the $900,000 difference between the purchase price paid by the relocation company and the amount of his mortgage on and certain improvements to the residence.

During 2002, which includes the period that Mr. Pittman served as both the Company’s Chief Operating Officer and the acting Chief Executive Officer of America Online in Virginia, the Company reimbursed Mr. Pittman for the business use of his personal aircraft in the amount of $694,941. As previously disclosed, Kenneth Lerer, formerly an Executive Vice President of the Company, received a payment during 2002 from a third party in connection with the sale in 2000 of Robinson, Lerer & Montgomery, LLC (“RLM”), a corporate communications and consulting firm of which he was a founder and President prior to his employment by the Company and which was engaged during 2002 to provide services to the Company. The payment was based on RLM’s financial results.

During 2002, the Company and its subsidiaries engaged in transactions in the ordinary course of business with subsidiaries of FMR Corp., a beneficial owner of more than five percent of the voting power of the Company’s outstanding Common Stock, including in connection with certain of the Company’s employee benefit plans. The amounts involved in such transactions were not material to the Company or to FMR Corp.