The Lazard Report the LAZARD REPORT Disclaimer
FEBRUARY 1, 2006 TIME WARNER INC. The Lazard Report THE LAZARD REPORT Disclaimer These materials were prepared at the request and on behalf of Icahn Partners LP, Icahn Partners Master Fund LP, American Real Estate Partners, L.P., Carl C. Icahn, Franklin Mutual Advisers, LLC, JANA Partners LLC, JANA Master Fund, Ltd., S.A.C. Capital Advisors, LLC, S.A.C. Capital Associates, LLC and certain of their respective affiliates (collectively the “Icahn Parties”). Lazard has been retained as independent contractor to the Icahn Parties and has no fiduciary, agency or other relationship to the Icahn Parties or to any other party, all of which are hereby disclaimed. Therefore, no obligation or responsibility is assumed to any person with respect to these materials. These materials do not purport to be a complete description of the views of or analyses performed by the Icahn Parties or Lazard. Nothing contained herein should be construed as providing any legal, tax or accounting advice, and you are encouraged to consult with your legal, tax, accounting and investment advisors. You should consider these materials as only one of many factors to be considered in making any investment or other decisions. Given Lazard’s past, current or future relationships with companies mentioned in these materials, investors should be aware that the firm could be viewed as having a conflict of interest affecting the objectivity of these materials. See the “Important Disclosures” section at the conclusion of these materials for important required disclosures, including potential conflicts of interest. © Lazard 2006 i THE LAZARD REPORT MANAGING “I’m desperately in need of a strategy.”(a) --Richard Parsons, CEO of Time Warner Inc., April 2002 MANAGEMENT LAYERS AND CORPORATE STAFF “First, we took out management layers.
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