UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 1-15062

A.		Full title of the plan and the address of the plan, if different from that of the issuer named below:

TIME WARNER SAVINGS PLAN

B.		Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Time Warner Inc.
One Time Warner Center
New York, New York 10019

 

 

Time Warner Savings Plan

Financial Statements and Supplemental Schedules

Years Ended December 31, 2009 and 2008

Contents

Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits			2
Statements of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4
Supplemental Schedules
Schedule G, Part I — Loans or Fixed Income Obligations in Default or Classified as Uncollectible			24
Schedule H, Part IV, Line 4(a) — Schedule of Delinquent Participant Contributions			25
Schedule H, Part IV, Line 4(i) — Schedule of Assets (Held at End of Year)			26
EX-23.1

Report of Independent Registered Public Accounting Firm

The Administrative Committee
Time Warner Savings Plan

We have audited the accompanying statements of net assets available for benefits of the Time Warner Savings Plan (the “Plan”) as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2009 and 2008, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of loans or fixed income obligations in default or classified as uncollectible, delinquent participant contributions and assets (held at end of year) as of December 31, 2009 are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

Ernst & Young LLP

/s/  Ernst & Young LLP

New York, New York
June 25, 2010

Time Warner Savings Plan

Statements of Net Assets Available for Benefits

		December 31,
		2009				2008
		(In Thousands)
Investments — at fair value:
Commingled trust funds		$	890,449			$	798,086
Time Warner common stock			290,995				237,118
Other common stocks			526,119				440,997
Preferred stocks			226				25
Synthetic investment contracts			595,667				594,957
Mutual funds			602,510				556,597
U.S. government and agency securities			116,360				123,687
Other fixed income securities			109,802				90,362
Loans to participants			56,805				64,013
Cash, cash equivalents and other investments			45,451				136,470
Total investments, at fair value			3,234,384				3,042,312
Contributions receivable:
Employer			1,950				2,373
Participants			8				3,533
Other assets			15,362				12,998
Total assets			3,251,704				3,061,216
Total liabilities			40,221				74,312
Net assets available for benefits, at fair value			3,211,483				2,986,904
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(7,657	)			8,749
Net assets available for benefits		$	3,203,826			$	2,995,653

See accompanying notes.

Time Warner Savings Plan

Statements of Changes in Net Assets Available for Benefits

		Year Ended December 31,
		2009				2008
		(In Thousands)
Net assets available for benefits at beginning of year		$	2,995,653			$	4,352,232
Changes in net assets:
Net investment loss from Time Warner Defined Contribution Plans Master Trust			—				(1,269,476	)
Investment income, net of fees			112,484				16,475
Net realized and unrealized appreciation (depreciation) in the fair value of investments			564,387				(77,016	)
Employing company contributions			102,004				95,536
Participant contributions, including rollover contributions			194,646				215,331
Participant loan interest income			4,077				5,098
Participant withdrawals			(292,106	)			(405,460	)
Administrative expenses			(5,579	)			(5,922	)
Net asset transfers to the AOL Savings Plan			(471,740	)			—
Other income			—				68,855
Net change			208,173				(1,356,579	)
Net assets available for benefits at end of year		$	3,203,826			$	2,995,653

See accompanying notes.

Time Warner Savings Plan

Notes to Financial Statements

December 31, 2009

1. Description of the Plan

The following is an abbreviated description of the Time Warner Savings Plan (the “Plan”). (See Note 8 for changes to be made to the Plan effective July 1, 2010 and January 1, 2011). More complete descriptions are provided in the Plan documents, as amended, and the summary plan description/prospectus. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

General

The Plan is a defined contribution profit sharing plan with a 401(k) feature generally covering eligible employees of Time Warner Inc. (“Time Warner”) and certain of its subsidiaries and affiliates (each, an “Employing Company” and, collectively, the “Employing Companies”). Employees may participate in the Plan after two months of continuous employment. In addition, employees classified as hourly or temporary employees who are credited with at least 1,000 hours of service in any one year are eligible to participate in the Plan. Employees hired on or after January 1, 2007 are automatically enrolled in the Plan with a pre-tax contribution rate of 2% and are invested in the default fund (Growth Asset Allocation Fund) approximately 90 days following the hire date, unless the employee has elected otherwise during the first 60 days of employment. (See Note 8 for changes to be made to the Plan effective July 1, 2010.)

The Plan is a participating plan (“Participating Plan”) in the Time Warner Defined Contribution Plans Master Trust (the “Master Trust”) which, through October 31, 2008, had been maintained for collective investment of the assets of the Plan and the TWC Savings Plan, qualified defined contribution plans sponsored by Time Warner and its then subsidiary Time Warner Cable Inc. (“TWCI”), respectively.

The Plan administrator is a committee (the “Administrative Committee”) appointed by Time Warner’s board of directors. Certain administrative functions of the Plan have been delegated to others in accordance with the terms of the Plan.

Significant Events

Effective at the close of business on October 31, 2008 and in connection with the TWCI Separation (as described below), the TWC Savings Plan ceased to be a Participating Plan in the Master Trust and the TWC Savings Plan’s net assets in the amount of $855.2 million were transferred out of the Master Trust into the Time Warner Cable Defined Contribution Plans Master Trust, a new master trust established by TWCI.

Time Warner Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

As a result of the transfer of the TWC Savings Plan net assets out of the Master Trust effective at the close of business on October 31, 2008, the Plan is the only Participating Plan in the Master Trust, and the activity for the Master Trust after October 31, 2008 is reflected and reported in the Plan’s financial statements.

In November 2008, the Plan received $68.6 million from a $100 million settlement to resolve the class action lawsuits involving certain ERISA matters brought on behalf of participants in the Plan, the Time Warner Thrift Plan (which was merged into the Plan effective December 29, 2006) and the TWC Savings Plan. In November 2008, individual allocations of the $68.6 million were made to eligible participant accounts. The amount allocated to each eligible participant’s account was calculated by the third-party settlement administrator according to the court-approved plan of allocation.

On March 12, 2009, Time Warner disposed of all of its shares of TWCI common stock pursuant to a separation agreement dated May 20, 2008 between Time Warner and TWCI and certain of its subsidiaries, which provided for the legal and structural separation of TWCI from Time Warner (the “TWCI Separation”). As a result, TWCI is no longer a subsidiary of Time Warner. The TWCI Separation was effected as a pro rata dividend of all shares of TWCI common stock held by Time Warner in a spin-off (the “Distribution”) to Time Warner stockholders. Time Warner stockholders received 0.08367 of a share of TWCI common stock for each share of Time Warner common stock held at March 12, 2009, the record date for the Distribution. As a result of the Distribution, the Plan received approximately 1.9 million shares of TWCI common stock with a value of approximately $50 million. These shares were credited to eligible Plan participants’ accounts in the Time Warner Inc. Stock Fund, as applicable. The Distribution is reflected as part of Investment income, net of fees in the accompanying Statement of Changes in Net Assets Available for Benefits. In accordance with the provisions of the Plan, an independent fiduciary, Fiduciary Counselors Inc. (“FCI”), was appointed to exercise control over the TWCI common stock received in the Time Warner Inc. Stock Fund as a result of the Distribution. Beginning March 31, 2009 and ending April 14, 2009, FCI sold the TWCI common stock received by the Time Warner Inc. Stock Fund and reinvested the proceeds in Time Warner common stock.

Effective March 27, 2009, Time Warner effected a 1-for-3 reverse stock split of Time Warner common stock. The reverse stock split is reflected in the accompanying financial statements.

Time Warner Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

On December 8, 2009, in connection with the AOL Separation (as described below), net assets in the amount of $465.3 million and participant loans in the amount of $5.9 million were transferred out of the Plan into the AOL Savings Plan, to account for the transfer of the account balances of Plan participants in the then AOL Inc. (“AOL”) division. Approximately $0.5 million in additional Matching Contributions credited in June 2010 will be transferred to the AOL Savings Plan on behalf of participants in the former AOL division and is reflected as a liability in the Statement of Net Assets Available for Benefits as of December 31, 2009.

On December 9, 2009, Time Warner disposed of all its shares of AOL common stock and completed the legal and structural separation of AOL from Time Warner (the “AOL Separation”). As a result, AOL is no longer a subsidiary of Time Warner. The AOL Separation was effected as a pro rata dividend of all shares of AOL common stock held by Time Warner in a spin-off (the “AOL Distribution”) to Time Warner stockholders. Time Warner stockholders received 1 share of AOL common stock for every 11 shares of Time Warner common stock held at November 27, 2009, the record date for the AOL Distribution. As a result of the AOL Distribution, the Plan received approximately 0.8 million shares of AOL common stock with a value of approximately $20 million. These shares were credited to eligible Plan participants’ accounts in the Time Warner Inc. Stock Fund, as applicable. The AOL Distribution is reflected as part of Investment income, net of fees in the accompanying Statement of Changes in Net Assets Available for Benefits. In accordance with the provisions of the Plan, an independent fiduciary, FCI, was appointed to exercise control over the AOL common stock received in the Time Warner Inc. Stock Fund as a result of the AOL Distribution. Beginning December 11, 2009 and ending December 29, 2009, FCI sold the AOL common stock received by the Time Warner Inc. Stock Fund and reinvested the proceeds in Time Warner common stock.

Investment Funds, Contributions and Vesting

The Plan provides for multiple investment funds (the “Investment Funds”) made available through the trustee, Fidelity Management Trust Company (“Fidelity”), pursuant to the Master Trust. The Investment Funds consist of four asset allocation funds, nine core actively managed funds, four core index funds and a mutual fund window (a self-directed brokerage account). Participant contributions, Employing Company matching contributions (“Matching Contributions”) and Rollovers (as defined below) may generally be invested in specific increments in the Investment Funds. (See Note 8 regarding changes to be made to the Time Warner Inc. Stock Fund effective July 1, 2010.)

Time Warner Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Generally, the Plan provides for voluntary participant contributions on a pre-tax basis at an elected percentage of a participant’s eligible compensation, up to an annual limit prescribed by the Internal Revenue Code of 1986, as amended (the “Code”). After two months of continuous employment, Matching Contributions are made as a percentage of a participant’s contributions to the Plan and are capped at a certain percentage of the participant’s eligible compensation. The allowable contribution percentages and Matching Contributions vary among Employing Companies.

Matching Contributions are calculated based on one of the following formulas: 66.67% on up to the first 6% of the participant’s eligible compensation contributed to the Plan; or 160% on up to the first 4% of the participant’s eligible compensation contributed to the Plan. (See Note 8 regarding changes to be made to Matching Contributions effective July 1, 2010.)

Participants are also allowed to transfer amounts from certain other tax qualified plans to the Plan (“Rollovers”). Rollovers are included as participant contributions in the Statements of Changes in Net Assets Available for Benefits.

Matching Contributions and any other amounts contributed by an Employing Company, including those transferred into the Plan, are deemed Employing Company contributions (“Employing Company Contributions”). Each participant’s account is credited with his/her participant contributions, Rollovers, any Employing Company Contributions and any earnings or losses, as appropriate. Participant contributions, Rollovers, and earnings thereon are fully vested. Employing Company Contributions and earnings thereon generally vest based on years or periods of service as follows:

Employing Company Contributions and Earnings Thereon

Prior to March 1, 2007						Effective March 1, 2007
Years or Periods of		Vested				Years or Periods of		Vested
Service		Percentage				Service		Percentage
Less than 2 years			0	%		Less than 1 year			0	%
2 but less than 3 years			25			1 but less than 2 years			20
3 but less than 4 years			50			2 but less than 3 years			40
4 but less than 5 years			75			3 but less than 4 years			60
5 years or more			100			4 but less than 5 years			80
						5 years or more			100

Time Warner Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Employing Company Contributions and earnings thereon also become fully vested upon a participant’s termination of service due to death or disability, attainment of age 65, or upon the termination of the Plan.

See Note 8 for changes to be made to the Plan effective July 1, 2010.

Forfeited Accounts

Forfeited contributions and earnings thereon may be used to reduce future Employing Company Contributions to the Plan and/or to pay Plan expenses. Forfeited contributions for 2009 and 2008 were $3.1 million and $6.5 million, respectively. The amount of forfeited nonvested accounts as of December 31, 2009 and 2008 was $5.1 million and $8.2 million, respectively, and is reflected in the Statements of Net Assets Available for Benefits.

Participant Loans and Payment of Benefits

Under the Plan, participants may periodically transfer account balances among Investment Funds offered under the Plan and, subject to certain restrictions and penalties, withdraw amounts and/or take loans from their accounts. Effective January 1, 2008, the maximum number of new loans a participant may have outstanding is limited to three at any one time, in the form of either one primary residence loan and two general loans or three general loans, and the minimum loan amount was increased from $500 to $1,000. Loans are valued at their outstanding balances, which approximate fair value, and are treated as transfers between the individual Investment Funds and the participant loan fund. Loans may be for a period of up to five years or, if for the purchase of a primary residence, 15 years (10 years prior to January 1, 1999). Participants who have transferred accounts to the Plan with existing loans for the purchase of a primary residence may have loan terms of up to 30 years based on the provisions of the plan from which the original loan was requested. Effective April 1, 2007, interest rates charged for loans originated under the Plan within any quarter are set at the prime rate in effect on the first day of such quarter plus 1%. Prior to April 1, 2007, interest rates were fixed at the time of the loan at the prime rate plus 1%. Participants who have transferred accounts to the Plan with existing loans may be subject to different interest rates on those loans, as set under the provisions of the plan from which the original loan was requested. Interest rates on outstanding participant loans as of December 31, 2009 and 2008 ranged from 4.25% to 10.50% and 4.75% to 10.50%, respectively.

Time Warner Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

In-service withdrawals are available in certain limited circumstances, as provided under the Plan. Hardship withdrawals are allowed for participants incurring an “immediate and heavy financial need,” as defined by the Plan. Hardship withdrawals are strictly regulated under the Code and the regulations thereunder and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal.

Generally, on termination of service, participants will receive the vested portion of their account in a lump sum. However, subject to certain restrictions, the Plan permits other payment options. In addition, at the option of the participant, the commencement of payments may be deferred, subject to certain limitations. Benefits distributed from all Investment Funds will be paid in cash, except for benefits distributed from the Time Warner Inc. Stock Fund, which also offers shares of Time Warner common stock as a distribution election. Fractional shares are paid in cash. (See Note 8 for changes to the Time Warner Inc. Stock Fund effective July 1, 2010.)

Plan Termination

Time Warner reserves the right to discontinue Employing Company Contributions or to terminate or modify the Plan at any time. In the event of termination, the net assets of the Plan may be distributed to participants in accordance with the Plan’s provisions and applicable law.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accounting records of the Plan are maintained on an accrual basis.

Costs and expenses incurred for the purchase, sale or transfer of investments reflected in the accompanying financial statements are considered a cost of investment or a reduction in the proceeds of a sale, as appropriate. Investment management fees and certain administrative costs are paid by the Investment Funds and included in Investment income, net of fees.

Certain administrative costs are charged to the Plan as permitted under ERISA, including, for example, fees for auditing, custodial, investment advice, recordkeeping and trustee services. Other administrative costs, for example, compensation of employees responsible for the administration of the Plan, are paid by Time Warner.

Time Warner Savings Plan

Notes to Financial Statements (continued)

2. Basis of Presentation and Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). (See Note 4 for further discussion and disclosures related to fair value measurements.)

According to applicable accounting guidance, fully benefit-responsive investment contracts held by a defined contribution plan are required to be reported at fair value. Investments in the Statements of Net Assets Available for Benefits include fully benefit-responsive investment contracts recognized at fair value with a corresponding adjustment to reflect these investments at contract value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Recent Accounting Standards

In April 2009, the Financial Accounting Standards Board (the “FASB”) issued additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased in relation to its normal market activity. Additional guidance was also provided on circumstances that may indicate that a transaction is not orderly and on defining major categories of debt and equity securities to comply with the FASB’s fair value disclosure requirements. The Plan adopted this guidance for the reporting period ended December 31, 2009 and this guidance is reflected in the 2009 fair value measurements table in Note 4. The adoption did not have a material effect on the Plan’s net assets available for benefits or its changes in net assets available for benefits.

Time Warner Savings Plan

Notes to Financial Statements (continued)

2. Basis of Presentation and Summary of Significant Accounting Policies (continued)

In September 2009, the FASB issued guidance to amend the existing fair value guidance to allow entities to use net asset value (NAV) per share (or its equivalent), as a practical expedient, to measure fair value when the investment does not have a readily determinable fair value and the NAV is calculated in a manner consistent with investment company accounting. The Plan adopted this guidance for the reporting period ended December 31, 2009. The adoption of this guidance did not have a material effect on the Plan’s net assets available for benefits or its changes in net assets available for benefits.

In January 2010, the FASB issued guidance to clarify certain existing fair value disclosures and require a number of additional disclosures. The guidance clarified that disclosures should be presented separately for each “class” of assets and liabilities measured at fair value, and the FASB provided guidance on how to determine the appropriate classes of assets and liabilities to be presented. The guidance also clarified the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating fair value measurements for Level 2 and Level 3 assets. In addition, the guidance introduced new requirements to disclose the amounts (on a gross basis) and reasons for any significant transfers between Levels 1, 2 and 3 of the fair value hierarchy and present information regarding the purchases, sales, issuances and settlements of Level 3 assets and liabilities on a gross basis. With the exception of the requirement to present changes in Level 3 measurements on a gross basis, which is delayed until 2011, the guidance became effective for reporting periods beginning after December 15, 2009. The Plan’s management is currently evaluating the effect that the provisions will have on the Plan’s financial statements.

3. Investments

Plan investments are made in a variety of investment securities, which are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of these investments, it is possible that changes in values could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

The assets of the Plan are primarily held in the Master Trust. As discussed above, effective October 31, 2008, the Plan was the only Participating Plan in the Master Trust and, therefore, at December 31, 2009 and December 31, 2008, the Plan’s investments are reflected in the Statements of Net Assets Available for Benefits.

Time Warner Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

During the year ended December 31, 2009 and the two months ended December 31, 2008, the net investment gain (loss) of the Plan was as follows:

		Year Ended				Two Months
		December 31,				Ended December 31,
		2009				2008
		(In Thousands)
Investment income, net of fees		$	112,484			$	16,475
Net realized and unrealized appreciation (depreciation) in fair value of investments:
Commingled trust funds			236,031				(15,346	)
Time Warner common stock			9,465				2,970
Other common stocks			145,375				(53,030	)
Preferred stocks			1,371				(575	)
Mutual funds			152,421				(19,020	)
U.S. government and agency securities			6,344				9,297
Other fixed income securities			12,085				(3,155	)
Cash, cash equivalents and other investments			1,295				1,843
Total net realized and unrealized appreciation (depreciation) in the fair value of investments			564,387				(77,016	)
Total net investment gain (loss)		$	676,871			$	(60,541	)

Time Warner Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

During the ten months ended October 31, 2008, the net investment loss of the Master Trust was as follows (in thousands):

Investment income, net of fees		$	68,979
Net realized and unrealized depreciation in the fair value of investments:
Commingled trust funds			(436,451	)
Time Warner common stock			(216,071	)
Other common stocks			(438,884	)
Preferred stocks			(1,553	)
Mutual funds			(562,499	)
U.S. government and agency securities			(17,320	)
Other fixed income securities			(26,113	)
Cash, cash equivalents and other investments			4,179
Total net realized and unrealized depreciation in the fair value of investments			(1,694,712	)
Total net investment loss		$	(1,625,733	)

The following table presents investments that each represented 5% or more of the Plan’s net assets:

		December 31,
		2009				2008
		(In Thousands)
Commingled Trust Fund:
BlackRock Equity Index—Fund H, 6,959,090 and 8,103,090 units, respectively		$	257,904			$	236,853
Common Stock:
Time Warner, 9,986,087 and 7,856,805 shares, respectively			290,995				237,118
Mutual Fund:
Dodge & Cox Stock Fund, 4,335,699 and 6,119,080 shares, respectively			416,834				376,974

Time Warner Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

The Capital Preservation Fund, an Investment Fund available in the Plan, includes benefit-responsive synthetic investment contracts that are valued at fair value and adjusted to contract value in the Statements of Net Assets Available for Benefits. A synthetic investment contract is an agreement under which debt obligations (such as fixed-income, asset-backed and mortgage-backed securities) are purchased and then a contract is entered into with a financial institution to provide for liquidity and an adjustable rate of return thereon (a “Wrapper”) which, when taken together with the underlying securities, generally results in a guaranteed return of principal and accrued interest. (See Note 4 for further discussion and disclosures related to fair value measurements.)

The Capital Preservation Fund and the Wrapper contracts purchased by that fund are designed to pay all participant-initiated transactions at contract value. However, the Wrapper contracts limit the ability of the fund to transact at contract value upon the occurrence of certain events. These events include, but are not limited to:

	•		Complete or partial termination of the Plan;
	•		Any change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on the fund’s cash flow;
	•		Merger or consolidation of the Plan with another plan, the transfer of Plan assets to another plan, or the sale, spin-off or merger of a subsid- iary or division of the Plan sponsor; and
	•		Any early retirement program, group termination, group layoff, facility closing or similar program.

At this time, the occurrence of these events or any event that would limit the ability of the Capital Preservation Fund to transact at contract value is not probable.

A Wrapper issuer may terminate a Wrapper contract at any time assuming the appropriate notification is provided. In the event that the market value of the Capital Preservation Fund’s covered assets is below their contract value at the time of such termination, Fidelity, as the Fund’s investment manager in this case, may elect to keep the Wrapper contract in place through another Wrapper provider until such time as the market value of the Capital Preservation Fund’s covered assets is equal to their contract value. Plan participants will continue to receive the Capital Preservation Fund’s Crediting Rate (as defined below).

Time Warner Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

The following table presents crediting rate and yield information for the Plan’s Capital Preservation Fund:

		December 31,
		2009				2008
Crediting rate (a)			2.5	%			3.9	%
Average annualized yield for the year			2.9				4.6

Certain investment managers of Investment Funds offered under the Plan are authorized to use derivative financial instruments, either directly or within a commingled fund structure, in accordance with established guidelines of the Investment Funds. Derivative financial instruments may be used for the purpose of managing interest rate and foreign exchange risk, and for yield enhancement. The derivative transactions are marked-to-market; therefore, no gains or losses are deferred. All net investment activity for the year ended December 31, 2009 and the two months ended December 31, 2008 is reported in the Plan’s Statements of Changes in Net Assets Available for Benefits. All net investment activity for the ten months ended October 31, 2008 was previously reported in the Master Trust’s Statements of Changes in Net Assets Available to Participating Plans for such period. The types of derivative financial instruments held by the Plan include foreign currency contracts, swaps, futures and options. At December 31, 2009 and 2008, the Plan held less than 1% of the total market value of its investments in derivatives.

Time Warner Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements

A fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Plan to use present value and other valuation techniques in the determination of fair value (Level 3).

The following table presents information about the Plan’s assets required to be carried at fair value on a recurring basis as of December 31, 2009 (in thousands):

		Fair Value Measurements as of December 31, 2009
						Quoted Market
						Prices in Active
		Fair Value				Markets for				Significant Other				Significant
		as of				Identical Assets				Observable Inputs				Unobservable Inputs
Asset Category		December 31, 2009				(Level 1)				(Level 2)				(Level 3)
Commingled trust funds (a)		$	890,449			$	—			$	890,449			$	—
Equity securities:
Time Warner common stock			290,995				290,995				—				—
Other common stocks:
Domestic equities (b)			502,952				502,952				—				—
International equities			23,167				23,167				—				—
Preferred stocks			226				226				—				—
Synthetic investment contracts:
U.S. government and agency securities			326,759				190,850				135,909				—
Mortgage related obligations			104,993				—				104,993				—
Other bonds, notes and debentures			158,173				—				158,173				—
Cash, cash equivalents and other investments			5,742				(1,846	)			7,588				—
Mutual funds (c)			602,510				602,510				—				—
Fixed income securities:
U.S. government and agency securities			116,360				45,911				68,577				1,872
Mortgage related obligations			33,961				—				33,961				—
Other bonds, notes and debentures (d)			75,841				—				75,841				—
Loans to participants			56,805				—				—				56,805
Cash, cash equivalents and other investments (e)			45,451				3,549				41,902				—
Total investments		$	3,234,384			$	1,658,314			$	1,517,393			$	58,677

Time Warner Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements (continued)

The following table presents information about the Plan’s assets required to be carried at fair value on a recurring basis as of December 31, 2008 (in thousands):

		Fair Value Measurements as of December 31, 2008
						Quoted Market
						Prices in Active
		Fair Value				Markets for				Significant Other				Significant
		as of				Identical Assets				Observable Inputs				Unobservable Inputs
Asset Category		December 31, 2008				(Level 1)				(Level 2)				(Level 3)
Commingled trust funds		$	798,086			$	—			$	798,086			$	—
Time Warner common stock			237,118				237,118				—				—
Other common stocks			440,997				440,997				—				—
Preferred stocks			25				25				—				—
Synthetic investment contracts			594,957				280,893				314,064				—
Mutual funds (a)			556,597				556,597				—				—
U.S. government and agency securities			123,687				15,287				108,400				—
Other fixed income securities			90,362				—				90,362				—
Loans to participants			64,013				—				—				64,013
Cash, cash equivalents and other investments			136,470				49,876				86,594				—
Total investments		$	3,042,312			$	1,580,793			$	1,397,506			$	64,013

Time Warner Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements (continued)

The following table reconciles the beginning and ending balances of the Plan’s assets classified as Level 3 for the year ended December 31, 2009 (in thousands):

						U.S. Government
		Participant				and Agency
		Loans				Securities
Balance as of January 1, 2009		$	64,013			$	—
Actual return on plan assets:
Relating to assets still held at December 31, 2009			—				—
Relating to assets sold during the period			—				—
Purchases, sales, issuances and settlements			(7,208	)			1,872
Transfers in and/or out of Level 3			—				—
Balance as of December 31, 2009		$	56,805			$	1,872

The following is a description of the valuation methodologies used for assets measured at fair value. Investments are recorded by the Plan and, through October 31, 2008, were recorded by the Master Trust, on a trade date basis at fair value.

Commingled trust funds: Valued at the net asset value per unit at year end as reported to Fidelity by each fund company managing such trusts. Investments in the underlying commingled trust funds can generally be redeemed daily at net asset value.

Common stocks, preferred stocks and U.S. government and agency securities: Valued at the closing price reported on the active market on which the individual securities are traded. Where observable prices are not available, fair value is based on prices and rates observed in the primary market for similar instruments. Due to the subjectivity involved in this assessment, these investments are classified in Level 3 of the fair value hierarchy.

Synthetic investment contracts: The fair value of the benefit-responsive synthetic investment contracts is calculated by discounting the related cash-flows based on current yields of similar instruments with comparable durations. Contract value represents contributions made under the contract, plus interest at the contract rate, less withdrawals under the contract. As of December 31, 2009 and 2008, there were no reserves against contract values for credit risk of contract issuers or otherwise.

Time Warner Savings Plan

Notes to Financial Statements (continued)

4. Fair Value Measurements (continued)

Mutual funds: Valued at the net asset value of shares held by the Plan at year end.

Other fixed income securities: Valued at the closing price reported on the active market on which the individual securities are traded. Securities not traded on an active market are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar securities, the securities are valued under a discounted cash flows approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.

Participant loans: Valued at amortized cost, which approximates fair value.

Cash equivalents and other investments: Cash equivalents consist of investments in short term investment funds valued at net asset value per unit equal to one dollar at year end. Other investments consist of futures contracts and swaption contracts. Futures contracts are generally valued at closing settlement prices. Swaption contracts are marked-to-market as the net amount due to and from the Plan in accordance with the terms of the contract based on the closing level of the relevant market rate of interest.

5. Transactions with Parties-in-Interest

Under the terms of the Plan and the Master Trust, Time Warner may elect to contribute shares of Time Warner common stock and/or cash for Employing Company Contributions to the Plan. There were no shares of Time Warner common stock contributed in 2009 and 2008 as Employing Company Contributions to the Plan. The Plan may also purchase or sell shares of Time Warner common stock directly from or to Time Warner, respectively. There were no purchases or sales of Time Warner common stock by the Plan directly from or to Time Warner in 2009 and 2008.

Time Warner Savings Plan

Notes to Financial Statements (continued)

6. Contingencies

On January 17, 2002, former AOL Community Leader volunteers filed a class action lawsuit in the U.S. District Court for the Southern District of New York against Time Warner, AOL and AOL Community, Inc. under ERISA titled Hallissey et al. v. AOL Time Warner Inc. et al. The complaint was later amended to name the Administrative Committee and the AOL Administrative Committee as defendants. As disclosed in AOL’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, this lawsuit was settled on terms not material to AOL. On March 10, 2010, the court granted final approval of the settlement. The settlement did not result in any expense or payment by Time Warner or the Plan, and fully released Time Warner, the Plan and the Administrative Committee (among others).

7. Tax Status of Plan

The Plan has received determination letters on behalf of Time Warner from the Internal Revenue Service (the “IRS”) dated April 10, 2002 and, subsequently, dated May 13, 2010, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. In order to maintain its qualification, the Plan is required to operate in conformity with the Code. The Plan’s Administrative Committee has indicated that it will take the necessary steps, if any, to maintain the Plan’s qualified status and its related trust’s tax exemption.

8. Subsequent Events

On March 31, 2010, the Master Trust received approximately $6.5 million from an additional distribution of the settlement funds to resolve the shareholder class action lawsuits brought on behalf of certain stockholders of Time Warner. Individual allocations to eligible participant accounts in the Plan and the TWC Savings Plan were determined by Fidelity based on a calculation by the third-party settlement administrator according to the court-approved plan of allocation. Approximately $5.2 million will be allocated to the Plan and approximately $1.3 million will be allocated to the TWC Savings Plan.

On July 1, 2010, the following changes to the Plan will become effective:

Matching Contributions. Levels of Matching Contributions for eligible Plan participants will be consistent across all Time Warner divisions and will be at a rate of 133⅓% on up to the first 3% of eligible compensation deferred and 100% on up to the next 3% of eligible compensation deferred.

Time Warner Savings Plan

Notes to Financial Statements (continued)

8. Subsequent Events (continued)

Vesting Schedule. A two-year cliff vesting requirement will be imposed for all Employing Company Contributions made for eligible Plan participants beginning July 1, 2010. Employing Company Contributions made prior to July 1, 2010 will continue to have the four-year or five-year vesting periods as described in Note 1. Current service counts towards vesting.

Time Warner Inc. Stock Fund. The Time Warner Inc. Stock Fund will be designated as an employee stock ownership plan component of the Plan. Dividends paid by the Time Warner Inc. Stock Fund will be paid in cash to Plan participants if elected, or Plan participants will have the option to reinvest such dividends in Time Warner common stock through the Time Warner Inc. Stock Fund. There will be a processing fee for a check or an electronic funds transfer (EFT), which will be deducted from each participant’s Plan account. In addition, future contributions or investment fund transfers into the Time Warner Inc. Stock Fund will be prohibited.

Automatic Contribution Rates. Employees who are contributing less than 3% in pre-tax contributions and all new eligible employees will automatically be enrolled in the Plan at 3% and their deferral rate will automatically increase by 1% each year up to 6% (beginning January 1, 2012), unless employees change their contribution rate or opt out of the Plan. Employee and Matching contributions will be invested in the Plan’s default investment option, the Growth Asset Allocation Fund, unless the employee elects other investment option(s).

On January 1, 2011, the following changes to the Plan will become effective:

Deferral Limit for Highly Compensated Employees. The elective deferral limit for highly compensated employees will increase from 10%, or 20% for Turner Broadcasting System, Inc. employees, to 50% for pre-tax contributions subject to the IRS limit.

Qualified Automatic Contribution Arrangement. The Plan will be designated as a Qualified Automatic Contribution Arrangement. The Plan is designed to satisfy the safe harbor requirements and, as such, the Plan will not have to be tested for nondiscrimination.

Time Warner Savings Plan

Notes to Financial Statements (continued)

9. Reconciliation to Form 5500

The net assets of the Plan that are attributed to fully benefit-responsive investment contracts will be recorded at fair value on the 2009 IRS Form 5500 and related schedules. The following is a reconciliation of the Plan’s net assets available for benefits and changes in net assets available for benefits between the financial statements and Form 5500:

		December 31,
		2009				2008
|		|
Net assets available for benefits per the financial statements		$	3,203,825,895			$	2,995,652,680
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			7,657,113				(8,748,807	)
Net assets per the Form 5500		$	3,211,483,008			$	2,986,903,873

Time Warner Savings Plan

Notes to Financial Statements (continued)

9. Reconciliation to Form 5500 (continued)

		Year Ended
		December 31,
		2009
Net investment gain from the Plan per the financial statements		$	676,870,785
Reversal of prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts			8,748,807
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			7,657,113
Net investment gain from the Plan per the Form 5500		$	693,276,705

Supplemental Schedules

Time Warner Savings Plan

EIN: #13-4099534      Plan: #336

Schedule G, Part I – Loans or Fixed Income Obligations in Default or Classified as Uncollectible

December 31, 2009

										Amount Received
										During Reporting												Amount Overdue
(a)		(b)		(c)		(d)				(e)				(f)				(g)				(h)				(i)
				Detailed Description of Loan Including
				Dates of Making and Maturity, Interest
				Rate, the Type and Value of Collateral,
				any Renegotiation of The Loan and the		Original												Unpaid
Party-In-		Identity and Address of		Terms of the Renegotiation and Other		Amount of												Balance at
Interest		Obligor		Material Items		Loan				Principal				Interest				End of Year				Principal				Interest
		Glitnir Bank		GLITNIR 3ML+273.25 6/16 144A		$	410,814			$	—			$	—			$	41			$	41			$	—
		Glitnir Bank		GLITNIR BK MTN 6.33% 7/11 144A			279,000				—				—				58,590				58,590				—
		General Motors		GM 8.25% 7/15/23			1,166,760				—				68,970				443,080				443,080				—
		General Motors		GM GLBL 8.375 7/15/33 DT			15,330				—				879				5,670				5,670				—
		Inn of the Mountain
		Gods Resort and Casino		INN OF MOUNT 12% 11/15/10			22,523				—				—				8,689				8,689				—
		Kaupthing Bank		KAUPTHING BK 5.75% 10/4/11 144A			119,342				—				—				29,700				29,700				—
		Kaupthing Bank		KAUPTHING BK 7.625% 2/28/15			985,690				—				—				291,308				291,308				—
		Kaupthing Bank		KAUPTHING MTN 7.125% 5/19 144A			129,314				—				—				13				13				—
		Landsbankinn		LANDSBANKI IS MTN 6.1% 8/25/11			640,833				—				—				28,845				28,845				—
		Lehman Brothers		LEH 5.857% PERP-12			357,218				—				—				111				111				—
		Lehman Brothers		LEHMAN BR MTN 5.25% 2/6/12			180,808				—				—				35,295				35,295				—
		Lehman Brothers		LEHMAN BROS 3ML+78 8/19/65			134,200				—				—				66				66				—
		Lehman Brothers		LEHMAN BROS HLD 6.75% 12/28/17			389,711				—				—				117				117				—
		Station Casinos Inc.		STATION CASINOS 6% 4/01/12			63,158				—				—				9,529				9,529				—
		Station Casinos Inc.		STATION CASINOS INC 7.75% 8/16			86,861				—				—				13,125				13,125				—

Records are being maintained by our trustee for each of the overdue loans listed above. The trustee will periodically contact each obligor (one who owes the plan money) for future collections of each fixed income obligation in default.

Time Warner Savings Plan

EIN: #13-4099534      Plan: #336

Schedule H, Part IV, Line 4(a) — Schedule of Delinquent Participant Contributions

December 31, 2009

Participant Contributions

Total That Constitute Nonexempt Prohibited

Transferred Late to the Plan

Transactions

Total Fully

Contributions

Corrected

Check Here if Late Participant

Contributions

Pending

Under VFCP

Loan Repayments are included:

Contributions

Corrected

Correction in

and PTE

þ

Not Corrected

Outside VFCP

VFCP

2002-51

$

—

$

39,686

$

—

N/A

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year)

December 31, 2009

Shares or
Units		Description		Current Value
		Commingled Trust Funds
14,035,432		AllianceBernstein International Style Blend Collective Trust		$	137,687,589
11,077,052		BlackRock EAFE Equity Index - Fund T			146,198,106
6,959,090		BlackRock Equity Index - Fund H			257,903,880
2,738,513		BlackRock Extended Equity - Market Fund K			96,669,518
8,268,212		BlackRock US Debt Index - Fund T			126,090,228
9,858,985		Wellington Trust Company Collective Investment Fund II Growth (Series 2)			125,899,245
		Total Commingled Trust Funds			890,448,566
9,986,087		Time Warner Common Stock*			290,994,575
		Other Common Stocks
4,367		3M CO			361,020
40,400		7 DAYS GROUP HLDGS LTD-AD			504,192
46,500		AAR CORP			1,068,570
133,772		ACI WORLDWIDE INC			2,294,190
27,100		ACTUANT CORP CL A			502,163
302,452		ADOBE SYSTEMS INC			11,124,185
67,086		AECOM TECHNOLOGY CORP			1,844,865
38,500		AEGEAN MARINE PETROLEUM N			1,057,980
281,900		AES CORP			3,752,089
48,650		AETNA INC			1,542,205
14,281		AFFILIATED MANAGERS GRP			961,825
36,600		AFLAC INC			1,692,750
17,100		ALBEMARLE CORP			621,927
36,227		ALLEGHENY TECH INC			1,621,883
9,500		ALLEGIANT TRAVEL CO			448,115
19,750		ALLSTATE CORPORATION			593,290
11,700		AMAG PHARMACEUTICALS INC			444,951
44,049		AMAZON.COM INC			5,925,471
16,500		AMERICAN EXPRESS CO			668,580
19,400		AMGEN INC			1,097,458
157,701		ANHEUSER BUSCH INBEV NV			8,216,995
38,329		ANSYS INC			1,665,778
6,100		APOLLO GROUP INC CL A			369,538
35,986		APPLE INC			7,588,008
162,763		ARES CAPITAL CORP			2,026,399
10,000		ARTIO GLOBAL INVESTO CL A			254,900
11,200		ASIAINFO HOLDINGS INC			341,264
93,371		ASSOCIATED BANC CORP			1,028,015

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Other Common Stocks (continued)
45,550		ASSURANT INC		$	1,342,814
20,700		ASTEC INDUSTRIES INC			557,658
13,389		AT&T INC			375,294
71,267		ATHENAHEALTH INC			3,224,119
38,500		ATHEROS COMM INC			1,318,240
228,450		ATMEL CORP			1,053,155
14,200		ATWOOD OCEANICS INC			509,070
14,932		AVON PRODUCTS INC			470,358
6,100		BANK AMERICA (1DS/1WT) PF			91,012
62,150		BANK OF AMERICA CORPORATI			935,979
42,600		BARE ESCENTUALS INC			520,998
5,450		BOEING CO			295,009
47,380		BORGWARNER INC			1,573,964
163,900		BRIGHTPOINT INC			1,204,665
61,310		BROADRIDGE FINANCIAL SOL			1,383,154
62,632		CA INC			1,406,715
109,552		CALPINE CORP			1,205,072
35,700		CAPITAL ONE FIN CORP			1,368,738
65,293		CAREER EDUCATION CORP			1,521,980
39,700		CARRIZO OIL & GAS INC			1,051,653
34,580		CARTERS INC			907,725
29,100		CATALYST HEALTH SOLUTIONS			1,061,277
570,838		CBS CORP CL B			8,020,274
151,287		CELGENE CORP			8,423,660
28,000		CEPHEID INC			349,440
7,400		CHATTEM INC			690,420
11,550		CHESAPEAKE ENERGY CORP			298,914
18,466		CHIPOTLE MEXICAN GRILL			1,627,963
56,850		CISCO SYSTEMS INC			1,360,989
290,291		CITRIX SYSTEMS INC			12,079,009
191,847		CITY NATIONAL CORP			8,748,223
170,700		CLARIENT INC			452,355
13,300		CLEAN HARBORS INC			792,813
1,455		CME GROUP INC CL A			488,807
103,451		COINSTAR INC			2,873,869
34,804		COMMERCE BANCSHARES INC			1,347,611
53,100		COMMVAULT SYSTEMS INC			1,257,939
28,115		COMPASS MINERALS INTL INC			1,889,047

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Other Common Stocks (continued)
26,800		COMSTOCK RESOURCES NEW		$	1,087,276
256,591		COMVERSE TECHNOLOGY INC			2,424,785
34,505		CONCHO RESOURCES INC			1,549,275
22,000		CONCUR TECHNOLOGIES INC			940,500
9,850		CONOCOPHILLIPS			503,040
49,471		COOPER COMPANIES INC			1,885,835
9,400		CORE LABORATORIES NV			1,110,328
74,822		CORINTHIAN COLLEGES INC			1,030,299
47,100		CORRECTIONS OF AMERICA			1,156,305
25,545		CREE INC			1,439,972
508,629		CROWN CASTLE INTL CORP			19,856,876
234,734		CSX CORP			11,382,252
267,852		CVB FINANCIAL CORP			2,314,241
396,364		CYRELA BRAZIL REALTY SA E			5,489,516
5,850		DEERE & CO			316,427
173,786		DENBURY RESOURCES INC			2,572,033
12,221		DIONEX CORP			902,765
20,300		DIRECTV CL A			677,005
496,824		DISNEY (WALT) CO			16,022,574
12,400		DRIL-QUIP INC			700,352
39,621		DUFF & PHELPS CORP			723,479
182,700		EASTMAN KODAK CO			770,994
43,245		EATON CORP			2,751,247
65,650		EBAY INC			1,545,401
21,864		EHEALTH INC			359,226
33,000		ELECTRONIC ARTS INC			585,750
30,400		EMC CORP			531,088
11,904		EMERGENCY MEDICAL SV CL A			644,602
10,900		EQUINIX INC			1,157,035
165,128		EURONET WORLDWIDE INC			3,624,560
56,500		FEI COMPANY			1,319,840
40,685		FIRST AMERICAN CORP CALIF			1,347,080
364,121		FIRST HORIZON NATIONAL			4,879,221
356,409		FIRST NIAGARA FINL GROUP			4,957,649
37,477		FIRSTMERIT CORP			754,787
39,700		FLOWERS FOODS INC			943,272
421,572		FORD MOTOR CO			4,215,720
1,771,000		FORD MOTOR CONV 4.25 11/1			2,239,784

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Other Common Stocks (continued)
20,700		FTI CONSULTING INC		$	976,212
53,677		GAFISA SA SPON ADR			1,736,988
44,100		GENERAL ELECTRIC CO			667,233
27,300		GENOPTIX INC			969,969
4,800		GENZYME CORP			235,248
45,900		GEO GROUP INC			1,004,292
225,121		GILEAD SCIENCES INC			9,743,237
50,273		GOLDMAN SACHS GROUP INC			8,488,093
13,827		GOOGLE INC A			8,572,463
3,800		GREENHILL & CO INC			304,912
60,100		GSI COMMERCE INC			1,525,939
15,400		GYMBOREE CORP			669,746
99,134		HENRY (JACK) & ASSOC INC			2,291,978
27,600		HEWLETT-PACKARD CO			1,421,676
28,400		HEXCEL CORPORATION			368,632
54,500		HIBBETT SPORTS INC			1,198,455
6,100		HOME INNS &HO MGT SPON AD			215,635
37,800		ICON PLC ADR			821,394
82,200		ICONIX BRAND GROUP INC			1,039,830
24,900		IDEX CORPORATION			775,635
75,613		IMMUCOR INC			1,530,407
50,700		INFORMATICA CORP			1,311,102
1,000		INTERPUBLIC GROUP OF COS			7,380
11,250		INTL BUS MACH CORP			1,472,625
53,463		INTUITIVE SURGICAL INC			16,216,397
29,900		INVESTMENT TECH GROUP INC			589,030
20,200		ITC HLDGS CORP			1,052,218
38,940		J CREW GROUP INC			1,742,176
468,508		JEFFERIES GROUP INC			11,117,695
72,693		JPMC & CO 10/28/18 WT			968,998
410,790		JPMORGAN CHASE & CO			17,117,619
60,000		KAR AUCTION SERVICES INC			827,400
149,178		KEY ENERGY SERVICES INC			1,311,275
144,363		LIONS GATE ENTERMENT CORP			838,749
87,448		LIVE NATION INC			744,182
77,100		LKQ CORP			1,510,389
125,500		LOJAS RENNER SA			2,808,090

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Other Common Stocks (continued)
59,474		MAGELLAN HLTH SVCS INC		$	2,422,376
17,800		MANTECH INTL CORP CL A			859,384
119,100		MARSHALL & ILSLEY CORP			649,095
23,600		MASIMO CORP			717,912
54,623		MASTERCARD INC CL A			13,982,396
27,400		MB FINANCIAL INC			540,328
10,600		MEDTRONIC INC			466,188
10,600		MERCK & CO INC NEW			387,324
210,733		MF GLOBAL LTD			1,464,594
60,100		MICROSEMI CORP			1,066,775
29,900		MICROSOFT CORP			911,651
11,000		MIDDLEBY CORP			539,220
448,634		MONEYGRAM INTL INC			1,292,066
20,000		MONRO MUFFLER BRAKE INC			668,800
33,500		NANOMETRICS INC			379,555
162,136		NATIONAL OILWELL VARCO			7,148,576
11,358		NBTY INC			494,527
11,622		NUCOR CORP			542,166
36,385		NYSE EURONEXT			920,541
131,329		OCWEN FINANCIAL CORP			1,256,819
35,800		OLD DOMINION FREIGHT LINE			1,099,060
178,600		PDG REALTY SA			1,778,827
16,353		PEABODY ENERGY CORP			739,319
29,400		PENNEY (J.C.) CO INC			782,334
147,669		PENSKE AUTOMOTIVE GROUP			2,241,615
4,400		PEPSICO INC			267,520
164,385		PETROBRAS SA SPONS ADR			7,837,877
42,100		PETSMART INC			1,123,649
98,300		PHASE FORWARD INC			1,508,905
211,820		PNC FIN SVCS GRP INC			11,181,978
133,950		POLO RALPH LAUREN CL A			10,847,271
79,777		PRECISION CASTPARTS CORP			8,803,392
83,520		PRIDE INTERNATIONAL INC			2,665,123
68,733		PROGRESS SOFTWARE CORP			2,007,691
13,450		PRUDENTIAL FINANCIAL INC			669,272
67,500		PSS WORLD MEDICAL INC			1,523,475
36,100		PSYCHIATRIC SOLUTIONS INC			763,154
5,000		QUALCOMM INC			231,300

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Other Common Stocks (continued)
35,400		QUEST SOFTWARE INC		$	651,360
51,980		RANGE RESOURCES CORP			2,591,203
27,128		REDWOOD TRUST INC REIT			392,271
10,500		REGAL-BELOIT CORP			545,370
24,400		REINSURANCE GROUP OF AMER			1,162,660
75,340		RITCHIE BROS AUCTIONEERS			1,689,876
29,900		RIVERBED TECHNOLOGY INC			686,803
31,200		ROBBINS & MYERS INC			733,824
37,000		ROVI CORPORATION			1,179,190
6,200		SAFEWAY INC NEW			131,998
125,230		SCIENTIFIC GAMES CL A			1,822,097
19,450		SEARS HOLDINGS CORP			1,623,103
45,450		SEI INV CORP			796,284
38,100		SOLARWINDS INC			876,681
147,088		STATE STREET CORP			6,404,212
17,800		STEC INC			290,852
17,900		SYNAPTICS INC			548,635
58,637		TAUBMAN CENTERS INC			2,105,655
34,600		TESSERA TECHNOLOGIES INC			805,142
54,150		TEXAS INSTRUMENTS INC			1,411,149
24,802		TORCHMARK CORP			1,090,048
79,475		UNDER ARMOUR INC CL A			2,167,283
34,850		UNITEDHEALTH GROUP INC			1,062,228
585,476		US BANCORP DEL			13,179,065
38,100		UTI WORLDWIDE INC			545,592
203,810		VAIL RESORTS INC			7,704,018
3,800		VARIAN SEMICONDCT EQP ASS			136,344
79,911		VESTAS WIND SYSTEMS AS			4,873,325
54,487		WASTE CONNECTIONS INC			1,816,597
789,146		WELLS FARGO & CO			21,299,051
70,137		WESTERN ALLIANCE BANCORP			265,118
126,500		WHITNEY HOLDING CORP			1,152,415
21,300		WMS INDUSTRIES INC			852,000
59,924		WYNN RESORTS LTD			3,489,375
56,192		XL CAPITAL LTD CL A			1,029,999
65,400		YAHOO INC			1,097,412
15,000		YUM BRANDS INC			524,550
		Total Other Common Stocks			526,119,118

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Preferred Stocks
25,550		FREDDIE MAC 8.375 PREF PE		$	26,828
17,900		FNMA 8.25% PFD S PERP			19,690
800		FNMA 0/10YR CMT+237.5PFD			1,080
270		GMAC INC 7 PFD 144A PERP			178,200
		Total Preferred Stocks			225,798
		Synthetic Investment Contracts
		CASH			(1,845,154	)
4,413,816		COLCHESTER STREET TRUST MONEY MARKET PORTFOLIO CLASS I			4,413,816
643,000		ANZ NATL INTL 6.2 7/19/13 144A			710,152
453,000		AT&T WIRELESS 7.875% 3/01/11			498,593
483,000		AT&T WIRE GLBL 8.125 5/1/12 DT			552,298
502,000		AXA FINL INC 7.75% 8/01/10			537,192
1,350,000		ABBEY NATL 3.875 11/10/14 144A			1,362,216
600,000		AMERICN EX FDIC 3.15% 12/09/11			621,236
62,893		AMCAR 04-DF A4 3.43 7/11			63,434
322,788		AMCAR 06-1 C 5.28 11/11			326,412
217,000		APART 07-1 B 5.35% 3/11			223,267
133,000		APART 07-1 C 5.43 7/11			135,285
592,709		AMCAR 06-BG A4 5.21% 9/13			611,253
477,000		AVON PRODUCTS 4.8% 3/01/13			511,548
327,000		BB&T CORP GLBL 6.5% 8/01/11			356,164
392,000		BHP BILLITON 5.125% 3/29/12			422,380
1,600,000		BP CAPITAL MARKETS 3.125% 3/12			1,663,493
380,000		BP CAP MARKETS 1.55% 8/11/11			385,042
960,000		BNP PARIBAS 2.125% 12/21/12			955,611
445,000		BALTIMORE G&E 6.125% 7/01/13			494,479
96,205		BACM 00-2 A2 7.1975 9/32			97,338
262,175		BACM 2003-2 A2 4.342 3/41			264,991
641,662		BACM 05-3 A2 CSTR 7/43			644,760
6,027,984		BACM 05-3 XP CSTR 7/43			48,779
87,685		BACM 04-4 A3 4.128% 7/42			88,017
50,244		BACM 05-4 A1 4.432 7/45			50,567
3,379,132		BACM 05-4 XP CSTR 7/45			17,159
13,561,010		BACM 05-5 XP CSTR 10/45			31,573
851,412		BACM 05-6 A1 5.001 9/47			864,092
73,946		BACM 2006-4 A1 CSTR 5/11			75,701
157,292		BACM 06-5 A1 5.185% 9/47			160,429

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Synthetic Investment Contracts (continued)
550,000		BOA FDIC GTD MTN 2.1% 4/30/12		$	557,034
2,404,000		BANKAMER 7.8% 2/15/10 GLBL			2,492,002
1,290,000		BANK AMER GMTN 7.375 5/15/14			1,475,938
137,000		BANK OF NEW YORK 4.95 1/14/11			145,730
311,000		BANK NY MELLO GLB 4.95 11/12			337,506
666,000		BONY MTN 4.3% 5/15/14			704,600
563,000		BANK ONE CORP 7.875% 8/01/10			605,452
590,000		BNK OF TOKYO MIT GL8.4 4/15/10			609,866
1,690,000		BARCLAYS MTN 2.5% 1/23/13			1,692,515
16,810		BAYC 04-3 M2 1ML+100 1/35			7,737
61,408		BAYC 2007-4A M1 1ML+95 9/37			15,366
61,408		BAYC 2007-4A M2 1ML+105 9/37			12,297
162,292		BAYC 2007-4A M4 1ML+160 9/37			26,025
162,292		BAYC 2007-4A M5 1ML+175 9/37			22,783
162,292		BAYC 2007-4A M6 1ML+195 9/37			21,167
123,145		BSCMS 05-PWR9 A1 4.498 9/42			124,331
126,054		BSCMS 05-T20 A1 4.94% 10/42			127,127
214,961		BSCMS 2006-T22 A1 CSTR 4/38			218,595
547,752		BSCMS 2006-PW12 A2 5.688 9/38			561,397
479,411		BSCMS 06-T24 A1 CSTR 10/41			492,645
6,669,792		BSCMS 2006-T24 X2 CSTR 10/41			92,102
436,012		BSCMS 07-PW17 A1 5.282% 6/50			445,203
47,802		BSCMS 07-PW15 A1 5.016% 2/44			49,147
266,000		BEAR STEARNS CO INC 5.35% 2/12			288,574
734,000		BEAR STEARNS CO 4.245% 1/7/10			749,097
230,489		BSCMS 2007-T28 A1 5.422% 9/42			236,848
64,039,769		BSCMS 07-T28 X2 CSTR 9/42			453,080
473,869		BRHEA 05-4 A5 4.91 12/40			417,393
1,241,864		BRHEA 06-A A2R 3ML+75 12/41			1,093,881
852,000		BRITISH G STEP 12/10 DT			916,220
270,870		CD 06-CD2 A1 5.3020 1/46			275,841
540,656		CITEC 06-VT2 A4 5.05% 4/20/14			548,804
843,668		COMM 05-C6 A2 CSTR 6/44			849,345
6,562,979		COMM 05-C6 XP CSTR 6/44			27,572
479,000		CNH 06-B B 5.36% 6/13			485,715
194,815		CPS 07-B A3 5.47% 11/11			196,619
215,668		CPS 2007-C A3 5.43% 5/12 144A			219,496
930,000		CANADA GOVT 2.375% 9/10/14			920,659

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Synthetic Investment Contracts (continued)
399,000		CARAT 07-1 B 5.15% 9/12		$	408,815
194,000		CARAT 07-SN1 B 5.52% 3/15/11			195,319
114,000		CARAT 07-SN1 C 5.73% 3/15/11			114,422
528,829		COAFT 05-C A4A 4.71 6/12			533,484
643,000		COMET 2006-A6 A6 5.3 2/14			675,760
4,021,000		COMET 07-B3 B3 5.05% 3/13			4,066,332
1,221,000		COMET 07-B5 B5 5.4% 5/13			1,241,669
2,048,000		COMET 09-A2 A2 3.2% 4/14			2,097,592
1,415,000		COPAR 06-1 B 5.13 1/13			1,418,681
266,179		COPAR 06-2 A4 4.94% 7/12			271,666
380,000		COPAR 2007-1 B1 5.76% 12/13			385,306
1,773,000		CARGILL INC 6.375% 6/12 144A			1,940,877
390,000		CARMX 2009-2 A3 1.74% 4/14			388,679
153,848		CMAOT 06-B B 5.24% 4/14			155,450
730,000		CHAIT 2008-A9 A9 4.3% 5/13			760,315
2,330,000		CHAIT 2009-A3 A3 2.4% 6/13			2,367,609
600,000		CITIGROUP INC 3ML+9 5/18/11			590,013
1,499,000		CITIGROUP INC 5.3% 10/17/12			1,577,904
700,000		CCCIT 06-A4 A4 5.45% 5/13			742,159
1,655,000		CCCIT 07-B2 B2 5% 4/12			1,691,064
1,336,000		CCCIT 07-A5 A5 5.5% 6/12			1,368,245
1,232,000		CCCIT 07-B6 B6 5% 11/12			1,264,503
1,700,000		CCCIT 2009-A3 A3 2.7 6/13			1,732,452
890,000		CCCIT 2009-A5 A5 2.25% 12/14			880,336
1,529,000		CITIGROUP FDIC 2.875% 12/09/11			1,577,555
2,800,000		CITI FDG FDIC 1.875% 10/22/12			2,803,859
1,700,000		CITIGR FDG FDIC 1.875 11/15/12			1,703,143
1,410,000		CITIBANK FDIC MTN 1.875 6/4/12			1,420,064
2,040,000		CITIBANK NA FDIC 1.5% 7/12/11			2,068,939
202,643		CWCI 07-C2 A1 CSTR 4/15/47			208,031
25,958,562		COMM 06-C8 XP CSTR 12/46			411,824
2,000,226		COMM 05-LP5 XP CSTR 5/43			16,404
162,647		GCCFC 2006-GG7 A1 5.7435% 7/38			165,785
235,316		GCCFC 07-GG9 A1 5.233% 03/39			240,865
33,509,737		GCCFC 07-GG11 XP .48% 12/49			390,993
1,700,000		COMWLTH BK AUS 3.75 10/14 144A			1,717,593
3,180,000		COMMONWETH MTN2.9 9/17/14 144A			3,153,933
362,000		COUNTRYWIDE MTN 4% 3/22/11			373,689

Time Warner Savings Plan

EIN: #13-4099534 Plan: #336

Schedule H, Part IV, Line 4(i) — Schedule of Assets
(Held at End of Year) (continued)

Shares or
Units		Description		Current Value
		Synthetic Investment Contracts (continued)
78,000		COUNTRYWIDE MTN 5.8% 6/7/12		$	83,099
1,388,000		COVIDIEN INT 5.15% 10/15/10			1,446,296
331,000		COVIDIEN INT GLB 5.45% 10/12			361,974
915,989		CPS 06-D A4 5.115% 08/13			933,561
1,891,000		CREDIT SUISSE NY 5% 5/15/13			2,028,710
271,772		CSFB 2002-CP5 A1 4.106 12/35			276,905
253,682		CSFB 03-C5 A3 4.429% 12/36			259,350
183,529		CSFB 04-C1 A3 4.321 1/37			186,437
121,341		CSMC 07-C3 A1 CSTR 6/39			124,533
807,201		CSMC 06-C5 A1 5.297 12/39			827,908
16,481,760		CSMC 06-C5 ASP CSTR 12/39			364,151
141,762		CSMC 07-C1 A1 5.227 2/40			144,935
29,688,624		CSMC 07-C1 ASP CSTR 2/40			411,638
116,925		CSMC 07-C2 A1 5.237 1/49			119,768
2,350,000		CREDIT SUISSE MTN 3.45% 7/2/12			2,457,755
1,978,000		DBS BK LTD 5.125/VAR 5/17 144A			2,043,803
1,202,000		DCAT 06-A B 5.14 9/12			1,215,461
730,000		DCAT 2006-C B 5.11% 4/13			722,714
1,491,000		DEUTSCHE TEL 5.375% 3/23/11			1,576,546
555,000		DIAGEO CPTL GLB 5.2 1/30/13			606,263
1,000,000		DIAGEO FIN GLBL 3.875% 4/01/11			1,041,830
1,004,000		EDP FINANCE BV 5.375 11/12 144A			1,089,995
270,000		ERP OPERAT LP 5.5% 10/1/12			288,998
1,293,000		ENEL FIN INTL 5.7% 1/15/13144A			1,429,427
6,109		FHLM ARM 4.889% 3/33 #847126			6,368
427,015		FHLM ARM 4.69% 11/35 #1B2428			449,136
72,221		FHLM ARM 4.68% 1/36 #847584			75,040
23,127		FHLM ARM 4.305 6/35 #848083			24,120
44,576		FHLM ARM 3.88% 1/35 #848084			45,931
235,227		FHLM ARM 4.542% 4/35 #848085			245,248
64,162		FHLM ARM 3.479% 3/35 #848086			66,132
1,801,066		FHLM ARM 4.482% 4/35 #848088			1,856,464
33,964		FHLM ARM 4.485% 1/35 #848089			35,405
260,975		FHLM ARM 4.277% 2/35 #848090			271,339
74,635		FHLM ARM 5.084% 8/35 #1J0005			78,156
1,559,943		FHLG 15YR 5.00% 3/19 #G13052			1,651,813
2,273,548		FHLG 15YR 5.00% 6/24 #G13598			2,407,444
196,336		FHLM ARM 4.941% 11/35 #1J1228			206,665