Icahn Comments on Time Warner

Icahn Comments on Time Warner

NEW YORK, Aug. 15 /PRNewswire/ -- Carl Icahn announced today that Icahn Partners and Icahn Partners Master Fund, Franklin Mutual Advisors, JANA Partners and S.A.C. Capital Advisors (collectively, the "Investors"), hold common stock and options which represent, in the aggregate, over 120 million shares of Time Warner Inc. ("TWX") which when fully exercised would have a market value in excess of $2.2 billion based on the closing price of TWX common stock on August 12, 2005.

Mr. Icahn stated that each Investor has notified TWX pursuant to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") of its intention to acquire in excess of $500 million of TWX common stock and each Investor intends to exercise options which it holds on TWX common stock upon the termination of the applicable waiting period under the HSR Act.

Prior to the notification, Mr. Icahn contacted Richard Parsons, Chief Executive Officer of TWX, to inform him of the coming filing and they agreed to meet this week to discuss the Investors views for actions to enhance TWX shareholder value.

Mr. Icahn stated that the Investors believe that while TWX management has done a commendable job managing each of their various businesses and, although the company recently has announced that it is undertaking certain measures to enhance shareholder value, it has not moved quickly enough and it has not proposed measures which would enhance values to the degree necessary to realize the inherent value of TWX's well positioned and unique assets.

Mr. Icahn indicated that the Investor's believe that a separation of the cable business from the content businesses combined with the immediate repurchase of at least $20 billion of common shares would eliminate the discount between TWX's share price and the inherent value of its unique assets. The Investors intend to discuss these views with other large holders of TWX common stock.

Mr. Icahn concluded by stating that the Investors have entered into an agreement pursuant to which they have agreed not to sell TWX equity securities until the earlier of February 2007 and the date of the next annual meeting of TWX shareholders except with Mr. Icahn's consent. Mr. Icahn indicated that the agreement also provides that in the event he determines to nominate a candidate or candidates for the Board of Directors of TWX, the Investors will support the election of such nominees.

Source: Carl Icahn

CONTACT: Susan Gordon, +1-212-702-4309, for Carl Icahn

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