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May 9, 2014 Dear Time Warner Shareholder

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May 9, 2014 Dear Time Warner Shareholder May 9, 2014 Dear Time Warner Shareholder: We are pleased to inform you that on May 8, 2014, the board of directors of Time Warner Inc. approved the spin-off of Time Inc., a wholly owned subsidiary of Time Warner. Upon completion of the spin-off, Time Warner shareholders will own 100% of the outstanding shares of common stock of Time Inc. We believe the separation of Time Inc. into an independent, publicly-traded company is in the best interests of both Time Warner and Time Inc. The spin-off will be completed by way of a pro rata dividend of Time Inc. shares held by Time Warner to our shareholders of record as of 5:00 p.m. on May 23, 2014, the spin-off record date. Time Warner shareholders will be entitled to receive one share of Time Inc. common stock for every eight shares of Time Warner common stock they hold on the record date. The spin-off is subject to certain customary conditions. Shareholder approval of the spin-off is not required, and you will not need to take any action to receive shares of Time Inc. common stock. Immediately following the spin-off, you will own shares of common stock of both Time Warner and Time Inc. Time Warner common stock will continue to trade on the New York Stock Exchange under the symbol “TWX.” Time Inc. intends to list its common stock on the New York Stock Exchange under the symbol “TIME.” The enclosed Information Statement, which is being mailed to the shareholders of Time Warner, describes the spin-off and contains important information about Time Inc., including its historical combined financial statements. We look forward to your continued support. Sincerely, Jeff Bewkes Chairman and Chief Executive Officer May 9, 2014 Dear Time Inc. Shareholder: It is my pleasure to welcome you as a shareholder of our company, Time Inc. We are one of the largest branded media companies in the world, reaching more than 130 million people each month across print and digital platforms. Our category-leading portfolio includes People, Sports Illustrated, Time and InStyle. As an independent, publicly-traded company, we believe we can more effectively focus on our objectives and satisfy the strategic needs of our business. In connection with the distribution of our common stock by Time Warner, we intend to list our common stock on the New York Stock Exchange under the symbol “TIME.” I invite you to learn more about Time Inc. by reviewing the enclosed Information Statement. We look forward to your support as a holder of Time Inc. common stock. Sincerely, Joe Ripp Chairman and Chief Executive Officer INFORMATION STATEMENT Time Inc. 1271 Avenue of the Americas New York, New York 10020 Common Stock (par value $0.01) We are sending you this Information Statement in connection with Time Warner Inc.’s spin-off of its wholly owned subsidiary, Time Inc. To effect the spin-off, Time Warner Inc., or “Time Warner,” will distribute all of the shares of Time Inc. common stock on a pro rata basis to the holders of Time Warner common stock. We expect that the distribution of Time Inc. common stock will be tax-free to Time Warner stockholders for U.S. federal income tax purposes, except for cash that stockholders receive in lieu of fractional shares. If you are a record holder of Time Warner common stock as of the close of business on May 23, 2014, which is the record date for the distribution, you will be entitled to receive one share of Time Inc. common stock for every eight shares of Time Warner common stock you hold on that date. Time Warner will distribute the shares of Time Inc. common stock in book-entry form, which means that we will not issue physical stock certificates. The distribution agent will not distribute any fractional shares of Time Inc. common stock. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to each holder (net of any required withholding for taxes applicable to each holder) who would otherwise have been entitled to receive a fractional share in the distribution. The distribution will be effective as of 11:59 p.m., New York City time, on June 6, 2014. Immediately after the distribution becomes effective, we will be an independent publicly-traded company. Time Warner’s stockholders are not required to vote on or take any other action in connection with the spin-off. We are not asking you for a proxy, and request that you do not send us a proxy. Time Warner stockholders will not be required to pay any consideration for the shares of Time Inc. common stock they receive in the spin-off, and they will not be required to surrender or exchange their shares of Time Warner common stock or take any other action in connection with the spin-off. Time Warner currently owns all of the outstanding shares of Time Inc. common stock. Accordingly, no trading market for Time Inc. common stock currently exists. We expect, however, that a limited trading market for Time Inc. common stock, commonly known as a “when-issued” trading market, will develop as early as two trading days prior to the record date for the distribution, and we expect “regular-way” trading of Time Inc. common stock will begin on the first trading day after the distribution date. We intend to list Time Inc. common stock on the New York Stock Exchange under the symbol “TIME.” In reviewing this Information Statement, you should carefully consider the matters described in the section titled “Risk Factors” beginning on page 15 of this Information Statement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense. This Information Statement is not an offer to sell, or a solicitation of an offer to buy, any securities. The date of this Information Statement is May 9, 2014. [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page INDUSTRY AND MARKET DATA ii TRADEMARKS AND COPYRIGHTS ii SUMMARY 1 RISK FACTORS 15 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS 32 THE SPIN-OFF 33 DIVIDEND POLICY 42 CAPITALIZATION 43 SELECTED HISTORICAL FINANCIAL DATA 45 BUSINESS 46 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 60 RESULTS OF OPERATIONS MANAGEMENT 76 EXECUTIVE COMPENSATION 87 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 125 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 127 DESCRIPTION OF OUR CAPITAL STOCK 133 WHERE YOU CAN FIND MORE INFORMATION 137 INDEX TO FINANCIAL STATEMENTS AND SCHEDULE F-1 NON-GAAP FINANCIAL MEASURES ANNEX A i INDUSTRY AND MARKET DATA This Information Statement includes publishing industry data, rankings, circulation information, Internet user data and other industry and market information that we obtained from public filings, internal company sources and various third-party sources. These third-party sources include, but are not limited to, Publishers Information Bureau as provided by Kantar Media (“PIB”), the Alliance for Audited Media (“AAM”), the Audit Bureau of Circulations (“ABC”), comScore Media Metrix and GfK Mediamark Research and Intelligence (“MRI”). While we are not aware of any misstatements regarding any industry data presented in this Information Statement and believe such data are accurate, we have not independently verified any data obtained from third- party sources and cannot assure you of the accuracy or completeness of such data. Such data involve uncertainties and are subject to change based on various factors. Unless otherwise stated herein, all U.S. circulation data in this Information Statement are sourced from AAM reports and all U.K. circulation data, including statements as to our position in the U.K. print publishing industry and ranking based on print newsstand revenues in the U.K. (the industry-standard metric for magazine rankings in the U.K.), are sourced from ABC reports. All Internet user data in this Information Statement are sourced from comScore Media Metrix reports. All print advertising revenue data, including statements as to our position in the print publishing industry and ranking based on print advertising revenues in the United States, are sourced from PIB reports. Magazine readership and audience statistics presented in this Information Statement are based on surveys conducted by MRI. TRADEMARKS AND COPYRIGHTS We own or have rights to various trademarks, logos, service marks and trade names that we use in connection with the operation of our business. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Information Statement are listed without the ™, ® and © symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, trade names and copyrights included or referred to in this Information Statement. ii SUMMARY This summary highlights selected information from this Information Statement and provides an overview of our company, our separation from Time Warner and Time Warner’s distribution of our common stock to its stockholders. For a more complete understanding of our business and the spin-off, you should read the entire Information Statement carefully, particularly the discussion of “Risk Factors” beginning on page 15 of this Information Statement, and our historical combined financial statements and the notes to those financial statements appearing elsewhere in this Information Statement.
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