Icahn Issues Open Letter to Time Warner's Board of Directors

NEW YORK, Dec. 19 /PRNewswire/ -- Carl Icahn today announced that he
has written an open letter to the board of directors of Time Warner
Inc. (NYSE: TWX). The text of the letter appears below.

To the Board of Directors of Time Warner:

Like all shareholders, I am not opposed to Time Warner entering into
an AOL transaction that creates long-term value. However, I am deeply
concerned that the Time Warner Board may be on the verge of making a
disastrous decision concerning an agreement with Google if this
agreement would make it more difficult in any way or effectively
preclude a merger or other type of transaction with companies such as
IAC/InterActive, eBay, Yahoo!, or Microsoft etc. etc... I believe
there are and will be major opportunities to enhance Time Warner's
value in future combinations. However these transactions might not be
achievable if Time Warner enters into long-term arrangements that
preclude future flexibility such as an agreement regarding search
functionality. I also question whether Google is the best partner for
unlocking the value of the AOL asset. Indeed, a recent Goldman Sachs
report concludes, "In contrast to the conventional perspective, we
believe that eBay, followed by InterActive Corp, would provide greater
incremental benefits to AOL's option value with fewer conflicts of
interest than Yahoo! while MSN and Google would provide the least
incremental benefits."

On the eve of a proxy contest, I believe it would be a blatant breach
of fiduciary duty to enter into an agreement with Google that would
either foreclose the possibility of entering into a transaction that
would be more beneficial for Time Warner shareholders or make such a
transaction more difficult to achieve. If, as is my belief other
suitors interested in transactions predicated on receipt of control of
AOL have been foreclosed from entering into negotiations, the Board's
actions would be even more questionable. The real risk for Time Warner
shareholders is that a Google joint venture may be short sighted in
nature and may preclude any consideration of a broader set of
alternatives that would better maximize value and ensure a bright
future for AOL.

Once again, I am not opposed to the Board using its business judgment
to enter into a transaction with Google or another suitor so long as
the transaction does not destroy or impede Time Warner's flexibility
to unlock shareholder value in the near and long term. However, I want
this letter to serve as notice to Time Warner's directors that if they
enter into a transaction that has that effect, shareholders will seek
to hold directors responsible.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY ICAHN PARTNERS LP,
ICAHN PARTNERS MASTER FUND LP, AMERICAN REAL ESTATE PARTNERS, L.P.,
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 FROM THE STOCKHOLDERS OF
TIME WARNER INC. FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL
BE MAILED TO STOCKHOLDERS OF TIME WARNER INC. AND WILL BE AVAILABLE AT
NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH
PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY ICAHN PARTNERS LP ON
DECEMBER 19, 2005. INFORMATION INDICATED HEREIN AS HAVING BEEN
OBTAINED FROM THIRD PARTIES IS USED WITHOUT ANY EXPRESS CONSENT OF
SUCH THIRD PARTIES AND SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT
OF SUCH PERSONS FOR THE VIEWS EXPRESSED HEREIN. SOURCE Carl Icahn