UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20142015

Commission file number 001-33335

TIME WARNER CABLE INC.

(Exact name of registrant as specified in its charter)

60 Columbus Circle

New York, New York 10023

(Address of principal executive offices) (Zip Code)

(212) 364-8200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yesþ    No¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes¨    Noþ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yesþ    No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yesþ    No¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨ Noþ

As of the close of business on February 11, 2015,10, 2016, there were 280,900,337283,270,372 shares of the registrant’s Common Stock outstanding. The aggregate market value of the registrant’s voting and non-voting common equity securities held by non-affiliates of the registrant (based upon the closing price of such shares on the New York Stock Exchange on June 30, 2014)2015) was approximately $41.1$50.4 billion.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

On February 13, 2015,12, 2016, Time Warner Cable Inc. (together with its subsidiaries, “TWC” or the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 20142015 (the “Original Form 10-K”). This Amendment No. 1 on Form10-K/A (the “Form 10-K/A”) amends Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instructions G(3) to Form 10-K. TWC is filing this Form 10-K/A because it will not file its definitive proxy statement within 120 days after the end of its fiscal year ended December 31, 2014.2015.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by TWC’s principal executive officer and principalco-principal financial officerofficers are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Form 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers.

For information relating to the Company’s executive officers, please see “Executive Officers of the Company” in Part I of the Original Form 10-K.

Directors.

Set forth below are the principal occupation and certain other information, as of April 15, 2015,2016, about each of the twelve directors currently serving on the Company’s Board of Directors (the “Board”). The Company’s directors are elected annually by the holders of the Company’s common stock, par value $0.01 per share (“Common Stock”), to serve for a one-year term until the next annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation or retirement.

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In addition to the qualifications identified above, several of the directors have substantial experience in the cable, media and entertainment industries, including Messrs. Castro, Chang, Haje, Logan, Marcus, Nicholas and Pace and Ms. Black. Messrs. Haje, Logan, Marcus, Nicholas and Pace all share a deep understanding of the Company’s business developed through their prior service at Time Warner. Ms. Black served as the President and Chief Executive Officer of Lifetime Entertainment Services, a multi-media brand for women, for six years, where she oversaw all aspects of programming and marketing. Mr. Castro co-founded a radio broadcasting company that primarily targets the Hispanic community, an increasingly important focus for distributing the Company’s services. In addition to Dr. Chang’s technological and management experience, he has a long history serving as a director of the Company and its predecessors.

Each of the directors also has significant experience as a senior officer of a major corporation or a comparable position in government or academia. Mr. Shirley served as the President and Chief Executive Officer of Bacardi Limited, and also has a long service history with The Procter & Gamble Company and The Gillette Company and brings his marketing and managerial experience to the Board. Several of the directors also have extensive finance and accounting experience, including Messrs. Copeland, Marcus, Nicholas and Pace, Senator Sununu and Ms. James. Messrs. Copeland and Nicholas and Ms. James also have valuable experience serving on the audit committees of other public companies. Several of the directors have extensive legislative or regulatory experience, including Senator Sununu and Messrs. Castro, Copeland and Marcus and Ms. James, through their experience in highly-regulated industries.

While backgrounds of all of the directors contribute a diversity of experience and opinion to the Board, Messrs. Castro and Chang and Mses. Black and James also bring ethnic and gender diversity.

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Information about the Audit Committee.

The Audit Committee of the Board of Directors assists the Board in fulfilling its responsibilities in connection with the Company’s (i) independent auditors, (ii) internal auditors, (iii) financial statements, (iv) earnings releases and guidance and (v) the Company’s compliance program, internal controls and risk management. The members of the Audit Committee are Donna James, who serves as the Chair, Thomas Castro, James Copeland, Jr. and Wayne Pace. Among other things, the Audit Committee complies with all NYSENew York Stock Exchange (“NYSE”) and legal requirements and consists entirely of Independent Directors (as defined below). The Board has determined that each member of the Audit Committee qualifies as an audit committee financial expert under the rules of the Securities and Exchange Commission (“SEC”) implementing section 407 of the Sarbanes-Oxley Act of 2002 and meets the independence and experience requirements of the NYSE and the federal securities laws.

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Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten-percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that during 2014,2015, its officers, directors and greater than ten-percent beneficial owners complied with all applicable Section 16(a) filing requirements, except that a Form 4 filed on behalf of Mr. Stern, a named executive officer, on August 13, 2014 to report an award of restricted stock units was filed eight days late.requirements.

Codes of Conduct.

For information relating to the Company’s Codes of Conduct that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, please see Part III of the Original Form 10-K.

Item 11. Executive Compensation.

Executive Compensation.

Compensation Discussion and Analysis

This discussion describes the Company’s compensation philosophy, principles and practices for 20142015 for those of its executive officers named in the Summary Compensation Table below—Messrs. Marcus, Jain, Minson, Lawrence-Apfelbaum and Stern, and Messrs. Minson, Osbourn and Siegel, each of whom served in a Chief Financial Officer capacity for a portion of 2015 (collectively, the “named executive officers”)—and explains how they were applied to determine these executives’ 20142015 compensation.

The Company’s executive compensation program is designed to attract, retain, motivate and reward leaders who create value for the Company and its stockholders. The Company seeks to:

The Company’s standard executive compensation program consists of:

The Company believes that the program has played a key role in the Company’s operating and financial success, which in turn has helped drive strong operating results and total stockholder return.

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WhileAs discussed more fully below, over the last two years, during the pendency of two potential merger transactions, the Company believes thattemporarily modified and supplemented its standard executive compensation program appropriately incentivizes executives to achievebetter retain and incentivize its executives.

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Over the last one-, three- and five-year periods, the Company has delivered total stockholder returns through both stock price appreciation and the payment of dividends that exceeded those delivered by the S&P 500 Index and the Company’s goals and aligns the executives’ interests with those of the Company’s stockholders in most circumstances, the extraordinary events that occurred in late 2013 and early 2014 prompted ManagementPrimary Peer Group (as defined below) and the Compensation Committee of the Board to consider whether its standard executive compensation program alone would be sufficient to support all of the Company’s business priorities in the near and longer term.

In January 2014, after months of market speculation and attendant share-price appreciation, Charter Communications, Inc. (“Charter”) made an unsolicited proposal to acquire the Company, followed in February 2014 by formal notice to the Company that, among other things, Charter was nominating a slate of thirteen independent candidates for election to TWC’s Board of Directors at the Company’s 2014 annual meeting of stockholders. Then, on February 12, 2014, the Company entered into a Merger Agreement with Comcast Corporation (“Comcast”) pursuant to which the Company would become a wholly owned subsidiary of Comcast (the “Comcast merger”). Accordingly, the Compensation Committee needed to consider not only appropriate compensation and incentives to encourage the executive officers to meet the Company’s ambitious financial and operational goals (discussedlisted below), but also whether the compensation program structure of the past few years would be effective, especially in light of the need to motivate and retain executives during a potentially prolonged period of uncertainty between the announcement of the Comcast merger and its closing. The Company also needed to incorporate into its planning the possibility that the Comcast merger would not close, which would underscore the importance of retaining the management team during the pendency of the Comcast merger as well as providing appropriate long-term incentives that would be perceived as retaining their intended value and achieve their intended goals under those circumstances.

As a result, as discussed in more detail below, the Committee made certain changes to the compensation program in 2014 that were designed to support stockholder alignment and the pay-for-performance orientation of the program while also addressing the importance of motivating and retaining talent against the backdrop of the pending Comcast merger. Specifically, the Compensation Committee approved an enhanced cash bonus opportunity based on the Company’s ambitious 2014 performance objectives and advanced certain anticipated annual equity awards into 2014::

The lengthy regulatory review process – and the ultimate termination of the Comcast merger – underscores the importance and effectiveness of the Company’s 2014 compensation planning and programs. The Company’s executive team remains in place and – as evidenced by the Company’s 2014 operating and financial results – was intently focused on achieving the Company’s short and long-term goals despite the uncertainty and challenges during the pendency of the transaction. In addition, the retention equity awards remain subject to their time-based vesting schedules and, consistent with its intent when the retention equity awards were made, the Compensation Committee made no new equity awards to the named executive officers in 2015.

These special programs are discussed in more detail below under “2014 Short-Term Incentive Program—Annual Cash Bonus—Supplemental Bonus Program” and “2014 Long-Term Incentive Program—Equity-Based Awards—Merger-Related Retention Equity Awards.”

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In January 2014, the Company announced a three-year plan to revitalize its residential services by refocusing on growing its customer base, investing in reliability and customer service and enhancing its products and to drive growth in business services by expanding its network, augmenting the sales force and increasing productivity. During 2014, the Company made significant operational and financial progress against the plan’s goals even as it sought regulatory approval and conducted integration planning for the Comcast merger. In addition to the 2014 accomplishments, the Company, led by its executive officers, has created significant stockholder value over the past several years:

In 2014, the Company:

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This chart compares the performance of the Company’s Common Stock with the performance of the S&P 500 Index and an index comprised of the companies included in the Primary Peer Group (as defined and listed below) over the last three fiscal years. The chart assumes $100 was invested on December 31, 20112012 and reflects reinvestment of regular dividends and distributions on a monthly basis and quarterly market capitalization weighting. Source: Capital IQ, a Standard & Poor’s business.

In achieving these results,2015, despite distractions and additional responsibilities related to the executive officers effectively balancedCharter and Comcast merger agreements (as defined below), the advancementCompany generated strong operating results:

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Compensation Practices Checklist

The Company and the Compensation Committee of the Board of Directors regularly monitor best practices and emerging trends in executive compensation. In addition, from time to time, the Company communicates with significant institutional stockholders and

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other interested constituencies to discuss the design and operation of its executive compensation and governance programs. The current practices reflect the enhancements that the Company has made over the years to strengthen its compensation practices.

The listing below identifies compensation practices that are (and, where noteworthy, are not) incorporated into the Company’s compensation programs and, to the extent relevant, provides the location of the discussion of the practice in this Form 10-K/A.

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The Company’s Executive Compensation Structure Reflects its Key Compensation Principles

The core elements of the Company’s executive compensation program are intended to focus the Company’s named executive officers on different but complementary aspects of the Company’s financial, operational and strategic goals:

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In establishing its executive compensation programs, the Company is guided by the following key principles:

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As discussed above, the Company believes that its standard executive compensation program appropriately incentivizes executives to achieve the Company’s goals and aligns the executives’ interests with those of the Company’s stockholders in most circumstances. In light of the extraordinary events that occurred between late 2013 through 2015, however, Management (as defined below) and the Compensation Committee were compelled to consider whether its standard executive compensation program alone would be sufficient to support all of the Company’s business priorities in the near and longer term.

Since the end of 2013, the Company and its employees have endured an unprecedented environment of uncertainty while also undertaking a significant transformation of TWC’s business:

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Compensation DecisionsConsiderations

In early 2015, before the termination of the Comcast merger agreement, the Compensation Committee considered appropriate compensation and incentives to encourage the executive officers to meet the Company’s ambitious 2015 financial and operational goals (discussed below) and whether the compensation program structure of the past few years, including the special programs adopted in 2014 in connection with the entry into the Comcast merger agreement, would be effective in light of the ongoing approval process for the Comcast merger. At that point, the Compensation Committee believed that its historical approach to executive compensation consisting of: (a) salary, (b) an annual bonus based on performance against operational and financial goals, as established under the 2015 AIP (as defined below), and incorporating an additional bonus opportunity based on extraordinary residential subscriber performance, as described below, and (c) an annual LTI award, represented by the Comcast merger-related retention equity awards made in 2014, would appropriately incentivize management through the then-anticipated closing of the Comcast merger.

After the Comcast merger agreement was terminated in April 2015 and as the Company entered into the Charter merger agreement in May 2015, the Compensation Committee considered whether the previously established 2015 incentive programs would be effective to motivate the accomplishment of previously established challenging goals and retain executives in light of the execution of yet another merger agreement with another potentially prolonged period of uncertainty and additional responsibilities between the Charter merger announcement and its closing. The Company also needed to incorporate into its planning the possibility that the Charter merger, like the Comcast merger before it, might not close, which would underscore the importance of retaining the management team during the pendency of the Charter merger as well as providing appropriate long-term incentives that would be perceived as retaining their intended value and achieve their intended goals under those circumstances. The Compensation Committee also acknowledged that as a result of the passage of time, in May 2015, the Comcast merger-related 2014 retention equity awards (as defined below) that would have normally been granted in early 2015 might be viewed by executives more in the nature of standard annual LTI grants and would no longer carry enhanced retention value.

As a result, in connection with the execution of the Charter merger agreement, the Committee made certain changes to the 2015 compensation program in May 2015 that were designed to support stockholder alignment and the pay-for-performance orientation of the program while also addressing the importance of motivating and retaining talent against the backdrop of the pending Charter merger. Specifically, the Compensation Committee approved (a) the Supplemental Bonus Program, an enhanced cash bonus opportunity based on the Company’s ambitious 2015 performance objectives that would not be paid until July 2016 and (b) advancing into 2015 the anticipated annual equity awards that would otherwise have been made in 2017 while retaining the vesting attributes of the awards as if they had been made in 2017 (the “2017 retention equity awards”). See “2015 Short-Term Incentive Program—Annual Cash Bonus—Supplemental Bonus Program” and “2015 Long-Term Incentive Program—Equity-Based Awards—Charter Merger-Related Retention Equity Awards.”

Effectiveness of Merger-Related Retention and Incentive Compensation

The Company believes that the changes to its compensation programs in connection with the Charter merger, and the Comcast merger before it, have been critical to achieving the superior operating results it obtained during this prolonged period of merger activity and to its ability to enter into the merger agreement with Charter on the favorable terms it achieved following the termination of the Comcast transaction, both of which have greatly benefited stockholders.

The effectiveness of the Company’s retention and incentive planning has been borne out. More than two years after the announcement of the Comcast merger agreement in February 2014, the Company has an effective senior management team that has been successful in driving the business to achieve the Company’s record-breaking operating results while also negotiating and working

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to obtain regulatory approvals, effective integration and closing of two merger transactions. In addition, both the employees and the Company are generally in the same position they would have been in had the Comcast merger-related 2014 retention equity awards been made on their regular annual schedules in 2015 and 2016, rather than as advanced awards in 2014.

The following chart highlights the attributes and benefits of these awards.

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General Factors Considered in Determining Annual Compensation Levels

The Compensation Committee has generally reviewedreviews each named executive officer’s target compensation annually, although, in recent years,as a general policy, changes have beenare made only in the case of entry into a new or extended employment agreement or when the executive’s role or responsibilities change. The following factors, among others, are generally considered in determining compensation:

20142015 Base Salary and Target Incentive Compensation Determinations

Each named executive officer’s 2014 target total direct compensation (“TDC”) for 2015 is set out below. Target TDC is comprised of annual base salary, target annual cash bonus (short-term incentive) and target annual LTI. As noted below, theThe Compensation Committee, working with its independent consultant, reviewed a wide range of information in setting TDC and structuring these compensation packages. In connection with this review of TDC for 2015, the Compensation Committee reviewed each named executive officer’s compensation in light of the Company’s key compensation principles, their responsibilities, comparisons to comparable positions in the Primary Peer Group, Secondary Peer Group and general survey data to the extent such information was available for each of their, or comparable, positions. In light of its review and policy of increasing TDC for the named executive officers only in connection with a renegotiated arrangement or changed responsibilities, the Compensation Committee determined it would be appropriate to maintain the named executive officers’ 2014 TDC levels for 2015 and did not award any increases, except, as discussed below, in connection with the appointment of the acting Co-Chief Financial Officers effective in June 2015.

The TDC discussion and charts below do not include the impact of the Supplemental Bonus Program or retention equity awards, which, as discussed above, were intended as one-timetransaction-related programs designed to address the Company’s specific and immediate needs during the pendency of the ComcastCharter merger. These merger-related special programs are discussed in detail below under “2014 Short-Term Incentive Program—Annual Cash Bonus—Supplemental Bonus Program” and “2014 Long-Term Incentive Program—Equity-Based Awards—Merger-Related Retention Equity Awards.”

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20142015 Target Total Direct Compensation

Mr. Marcus.    Mr. Marcus became the Company’s Chairman and Chief Executive Officer on January 1, 2014.    In July 2013, in conjunction with the Board’s decision to appoint Mr. Marcus toas the positions ofCompany’s Chairman and Chief Executive Officer effective upon the retirement of Glenn A. Britt from those positions,on January 1, 2014, the Company and Mr. Marcus entered into a new employment agreement that, among other things, established the compensation for his new role. See “—Employment Agreements—Robert D. Marcus.” In connection with its compensation decisions under that agreement, the Compensation Committee considered the Company’s key compensation principles, the importance of Mr. Marcus’s position as well as compensation levels for chief executive officer positions in the Primary Peer Group, Secondary Peer Group (as defined and listed below) and general survey data and decided to increaseset Mr. Marcus’s annual base salary, target annual bonus and target LTI value commencing in 2014 upon his service as Chairman and Chief Executive Officer. In light of its review, the Compensation Committee established the following 2014 TDC for Mr. Marcus: (a) an annual base salary of $1,500,000; (b) an annual discretionary cash bonus with a target amount of $5,000,000; and (c) annual LTI with a target value of $7,500,000. These new targets served to further weight Mr. Marcus’s pay mix toward performance-based and long-term incentives, which the Compensation Committee considered appropriate in light of Mr. Marcus’s responsibilities and role at the Company.

Robert D. Marcus

2014

Target Direct Compensation

Total: $14,000,000

In reviewing Mr. Marcus’s compensation, theThe Compensation Committee noted that Mr. Marcus’s target TDC was below the median for chief executive officers in the Primary Peer Group, and below that of Glenn A. Britt, the Company’s former Chief Executive Officer. The Compensation Committee also determined that it was appropriate to continue to weight Mr. Marcus’s TDC and pay mix most heavily (89%) toward performance-based and long-term incentive compensation in light of his responsibilities and the belief that this compensation structure would best focus Mr. Marcus on achieving the Company’s strategic and business objectives. In addition, pursuant to the terms of his 2013 employment agreement and in connection with his appointment as Chairman and Chief Executive Officer, Mr. Marcus received a special LTI award in 2014 with a grant value of approximately $2,000,000, which was awarded in the form of RSUs, consistent with the form of the annual LTI awardsNo changes were made to the other executive officers in 2014.Mr. Marcus’s TDC for 2015.

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Mr. Jain.    Mr. Jain joined the Company as Chief Operating Officer in January 2014. In determining the appropriate compensation for Mr. Jain at that time, the Compensation Committee considered the Company’s key compensation principles, compensation for chief operating officers, and similar senior management positions, in the Primary Peer Group, Secondary Peer Group, general survey data and internal comparisons and the Company’s desire to attract and retain a cablean executive of Mr. Jain’s stature, experience and reputation to lead its operations. In light of its review, the Compensation Committee established the following target TDC for Mr. Jain: (a) an annual base salary of $1,000,000; (b) an annual discretionary cash bonus with a target amount of $2,500,000; and (c) annual LTI with a target value of $4,000,000.

Dinesh C. Jain

2014

Target Direct Compensation

Total: $7,500,000

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In setting Mr. Jain’s compensation, the

The Compensation Committee noted that his target TDC was slightly below the median for comparable executive officer positions in the Primary Peer Group and above the median for chief operating officers in the Secondary Peer Group and general survey data. The Compensation Committee also determined that it was appropriate to weight his TDC and pay mix most heavily (87%) toward performance-based and long-term incentive compensation. No changes were made to Mr. Jain’s TDC for 2015.

Mr. Jain was previously employed by Insight Communications Company, Inc. (“Insight”), which was acquired by the Company in 2012. In connection with the acquisition and the subsequent termination of Mr. Jain’s employment by Insight, Mr. Jain was entitled to certain related severance benefits and, in 2014,2015, received a totalpayment of $742,283 of salary continuation and$102,105 for related bonus payments from the Company. These severance benefits were not taken into account in the Compensation Committee’s TDC determination when Mr. Jain was hired for his current role as the Company’s Chief Operating Officer. See “—Employment Agreements—Dinesh C. Jain.”

Mr. Lawrence-Apfelbaum.    In 2012, the Compensation Committee reviewed Mr. Lawrence-Apfelbaum’s compensation in connection with the renegotiation of his employment agreement in accordance with the Company’s key compensation principles.

The Compensation Committee noted that his target TDC was below the median of the most comparable positions within the Primary Peer Group. The Compensation Committee also determined that it was appropriate to continue to weight Mr. Lawrence-Apfelbaum’s target TDC and pay mix most heavily (77%) toward performance-based and long-term incentive compensation. No changes were made to Mr. Lawrence-Apfelbaum’s TDC for 2015. See “—Employment Agreements—Marc Lawrence-Apfelbaum.”

Messrs. Osbourn and Siegel—Acting Co-Chief Financial Officers.    Upon Mr. Minson’s departure from the Company in June 2015, Messrs. Osbourn and Siegel were appointed as acting co-Chief Financial Officers while retaining their positions and responsibilities as Senior Vice President and Controller and Senior Vice President and Treasurer, respectively. In determining the appropriate compensation for these executives in this capacity, the Compensation Committee considered the Company’s key

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compensation principles, compensation for chief financial officers in the Primary Peer Group, Secondary Peer Group, general survey data, internal comparisons and the Company’s desire to acknowledge their additional, and shared, responsibilities in this interim capacity. In light of this review, the Compensation Committee determined that the appropriate annualized TDC for each of them would be $2,500,000. To accomplish this TDC level in recognition of their additional responsibilities in their interim roles while maintaining their respective annualized TDC components for their respective Controller and Treasurer functions, the Compensation Committee determined to award each of them a special monthly cash bonus during their service as acting co-Chief Financial Officers commencing in June 2015 in the amounts discussed above.

In setting the compensation for Messrs. Osbourn and Siegel in their interim positions, while peer comparisons were difficult because of their shared responsibilities and multiple roles, the Compensation Committee noted that their individual target TDC was well below the median for chief financial officers in general survey data and was below the median for chief financial officer positions within the Primary Peer Group. The Compensation Committee also determined that, in light of the additional cash bonus, they had appropriate weighting for their performance-based and long-tern incentive compensation (which was approximately 50% excluding the special bonus). See “—Employment Agreements—William F. Osbourn, Jr.” and “—Matthew Siegel.”

Mr. Stern.    In July 2014, the Compensation Committee reviewed Mr. Stern’s compensation in conjunction with an increase in Mr. Stern’s responsibilities and in light of the Company’s key compensation principles, compensation for similar positions based on internal and market compensation practices (in light of the absence of comparable information in the Primary Peer Group and Secondary Peer Group), his experience and the importance of his position and retaining him in that position.

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In setting Mr. Stern’s compensation, the Compensation Committee noted that his target TDC was reflective of his diverse and important responsibilities. The Compensation Committee also determined that it was appropriate to continue to weight Mr. Stern’s target TDC and pay mix most heavily (76%) toward performance-based and long-term incentive compensation. No changes were made to Mr. Stern’s TDC for 2015. See “—Employment Agreements—Peter C. Stern.”

Mr. Minson.    Mr. Minson joinedserved as the Company asCompany’s Executive Vice President and Chief Financial Officer until his departure in May 2013.June 2015, when he agreed to provide advisory services to the Company. In determiningsetting his compensation initially in 2013 when he joined the appropriate compensation for Mr. Minson,Company, the Compensation Committee considered the Company’s key compensation principles, compensation for chief financial officers in the Primary Peer Group, Secondary Peer Group, general survey data, internal comparisons and the Company’s desire to attract and retain an executive of Mr. Minson’s stature, experience, especially in related industries, and reputation. In light of its review, the Compensation Committee established the following target TDC for Mr. Minson: (a) an annual base salary of $900,000; (b) an annual discretionary cash bonus with a target amount of $1,350,000; and (c) annual LTI with a target value of $3,250,000.

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Arthur T. Minson, Jr.

2014

Target Direct Compensation

Total: $5,500,000

In setting Mr. Minson’s compensation, the Compensation Committee noted that his target TDC was above the median for chief financial officers in the Primary Peer Group, which the Committee considered appropriate in light of his past experience at the Company and in related industries. The Compensation Committee also determined that it was appropriate to weight his TDC and pay mix most heavily (84%) toward performance-based and long-term incentive compensation.

In connection with Mr. Minson’s departure effective June 1, 2015, Mr. Minson agreed to serve as an advisor to the Company during the period from June 1, 2015 through the first to occur of December 31, 2016 and the closing, or abandonment, of the Charter merger. As consideration for providing such services to the Company, subject to his execution of a letter amending his employment agreement with the Company and a release of claims, the Company paid Mr. Minson a one-time lump-sum cash payment of $5 million. Upon the closing of the Charter merger, if such closing occurs prior to January 1, 2017, subject to compliance with the terms of his agreement with the Company, Mr. Minson will be entitled to receive a second lump-sum cash payment of $5 million. He was entitled to no further compensation or benefits as an employee of the Company and he forfeited all of his outstanding unvested Company LTI awards. This arrangement reflects the essential role Mr. Minson played leading up to the Charter merger and the anticipated valuable input he would provide as a continuing advisor. See “—Employment Agreements—Arthur T. Minson, Jr.”

Mr. Lawrence-Apfelbaum.    In 2012, the Compensation Committee reviewed Mr. Lawrence-Apfelbaum’s compensation in connection with the renegotiation of his employment agreement. For 2014, the Compensation Committee reviewed this compensation in light of the Company’s key compensation principles, comparisons to comparable general counsel and other positions in the Primary Peer Group, Secondary Peer Group and general survey data and the importance of his continuing role at the Company. In light of its review, the Compensation Committee determined it would be appropriate to maintain the following target TDC for Mr. Lawrence-Apfelbaum: (a) an annual base salary of $650,000; (b) an annual discretionary cash bonus with a target amount of $650,000; and (c) annual LTI with a target value of $1,575,000.

Marc Lawrence-Apfelbaum

2014

Target Direct Compensation

Total: $2,875,000

In setting Mr. Lawrence-Apfelbaum’s compensation, the Compensation Committee noted that his 2014 target TDC was below the median of the most comparable positions within the Primary Peer Group. The Compensation Committee also determined that it was appropriate to continue to weight Mr. Lawrence-Apfelbaum’s target TDC most heavily (77%) toward performance-based compensation. See “—Employment Agreements—Marc Lawrence-Apfelbaum.”

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Mr. Stern.    In October 2013 and again in July 2014, the Compensation Committee reviewed 2014 compensation for Mr. Stern and considered the Company’s key compensation principles, compensation for similar positions based on internal comparisons and general survey data in light of the absence of comparable information in the Primary Peer Group and Secondary Peer Group. In October 2013, the Compensation Committee made no change to Mr. Stern’s target TDC for 2014. In July 2014, the Compensation Committee determined to increase Mr. Stern’s target TDC by 10% to reflect an increase in Mr. Stern’s responsibilities, internal and market compensation practices, his experience and the importance of his position and retaining him in that position. In light of its review, the Compensation Committee determined to make the following target TDC changes for Mr. Stern, which were prorated for 2014 as reflected in the table above and the chart below: (a) increase his annual base salary from $600,000 to $650,000; (b) increase the target amount of his annual discretionary cash bonus from $600,000 to $650,000; and (c) increase the annual target value of his LTI from $1,300,000 to $1,450,000 (with no adjustment made to his 2014 annual LTI award).

Peter C. Stern

2014

Target Direct Compensation

Total: $2,550,000

In setting Mr. Stern’s compensation, the Compensation Committee noted that his 2014 target TDC was reflective of his diverse and important responsibilities. The Compensation Committee also determined that it was appropriate to continue to weight Mr. Stern’s target TDC most heavily (75%) toward performance-based compensation. See “—Employment Agreements—Peter C. Stern.”

20142015 Short-Term Incentive Program—Annual Cash Bonus

TheFor 2015, the Compensation Committee structured the Company’s annual cash bonus payments toopportunity for the named executive officers for 2014 were based on three components:with the following components, each of which is described in more detail below:

Unlike past years in whichUnder these programs, the named executive officers’ cash incentive was based predominantly on the Company’s financial performance, the Compensation Committee believed that the 2014a mix of financial and operational goals that the Compensation Committee believed would align executives with

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the Company’s ambitious three-year plan to revitalize its residential services, expand and improve its network and drive growth in business services to lead to longer-term shareholder returns.

20142015 Profit Participation Program.    Management proposedProgram of the use of2015 AIP.    The Compensation Committee established Operating Income to determine(Loss) before depreciation of tangible assets and amortization of intangible assets (“OIBDA,” and after certain mandatory adjustments “OIBDA (as adjusted)”) as the measure of Company financial performance under the 20142015 Profit Participation Program component of the 2015 AIP, which accounted for 50% of the 20142015 AIP opportunity. In adopting Management’s proposalAdopting this approach for the 20142015 Profit Participation Program component, reflected the Compensation Committee indicatedCommittee’s belief that it believed that Operating IncomeOIBDA would be an important indicator of the overall operational strength and performance of the Company’s business in 2014,2015, including the ability to provide cash flows to service debt, pay dividends repurchase shares and prudently invest in new growth opportunities.

The following threshold and maximum goals were established for the Profit Participation Program component of the 20142015 AIP based upon a review of the prior year’s Operating IncomeOIBDA results, the Company’s 20142015 budget and other factors:

Profit Participation Program

for Named Executive Officers

(50% of 20142015 AIP Opportunity)

The Compensation Committee determined that the threshold Operating IncomeOIBDA goal set an appropriate level of performance to earn an award under the Profit Participation Program component of the 20142015 AIP. If the Company failed to meet the threshold level, no bonus payment would be made under this component of the 20142015 AIP. Similarly, the maximum goal was considered to present very significant challenges and was not likely to be attained. If the Company exceeded the maximum goal, the Company financial performance “score” under the Profit Participation Program component would be 150%.

If the Company’s Operating Income after required adjustments (“adjusted Operating Income”)OIBDA (as adjusted) was above the threshold but below the maximum goal, the Compensation Committee would determine the Profit Participation Program score in its discretion, but using as its starting point the “straight line interpolation” of the Company’s performance against the threshold and maximum goals. For example, if the Company’s adjusted Operating IncomeOIBDA (as adjusted) results were exactly at the midpoint between the threshold and maximum goals, the straight line interpolation would be 100%, the midpoint between 50% and 150%.

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20142015 Operational Performance Incentive.Incentive of the 2015 AIP.    Management proposedThe Compensation Committee established a broad set of metrics for the executive officers, including the named executive officers, under the 20142015 OPI, which together accounted for 50% of the total 20142015 AIP opportunity. TheseIn adopting these metrics, were intended tothe Compensation Committee believed that they would motivate the named executive officers to drive improvements in the following three key Company performance in four key performanceareas: (i) customer experience and reliability, (ii) plant and product enhancements and (iii) customer and revenue growth. Each of these areas each carryingcarried equal weight of 25% under the OPI (i.e., 12.5%approximately one-third of the OPI opportunity representing approximately 16.5% of the total 20142015 AIP opportunity): (i) residential customer experience, (ii) plant reliability and expansion, (iii) completion of the upgrades in key cities designated as “TWC Maxx” and (iv) financial and operating results.. The key metrics within each of these areas are set out below.

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Operational Performance Incentive

for Named Executive Officers

(50% of 2014 AIP Opportunity)

In adopting Management’s proposal forReflecting the OPI portionfact that many of the 20142015 OPI goals were interrelated and interdependent, the Committee determined to have all the Company’s executive officers share the same goals. This was also intended to foster collaboration and cooperation among executive team members. As under the Profit Participation Program component of the 2015 AIP, the Compensation Committee believed thatwould determine a performance “score” for each metric within the four principal performancethree key areas using a scale of 0% to 150%, on which a threshold outcome could represent minimally satisfactory results and their underlying componentsa score of 150% would represent truly exceptional results. The “straight line” interpolation between the threshold and maximum goals would be reflectiveused as the starting point of the Company’s success in achieving several key objectives: enhancing the customer experience, investing in plant and products to revitalize its residential business, continuing to expand its business services operations, and driving sustainable top-line growth.Committee’s determination. While each metric within the performance areas was assigned a weighting and a threshold and maximum to help evaluate the level of accomplishment, none of the metrics was in itself material to the ultimate performance evaluation.

Reflecting the fact that many of the 2014 OPI goals were interrelated and interdependent, the Committee determined to have all the Company’s executive officers share the same goals. This was also intended to foster collaboration and cooperation among executive team members.

As under the Profit Participation component of the 2014 AIP, the Compensation Committee would determine a performance “score” for each metric within the four key areas using a scale on which a designated outcome could represent minimally satisfactory results and a score of 150% would represent truly exceptional results.

Residential Video Subscriber Additions Bonus.    In light of negative residential video subscriber trends, the Compensation Committee developed the Residential Video Subscriber Additions Bonus opportunityunder the 2015 AIP.    In addition, in early 2015, to encourage employee focus on quarterly residential video subscriber net additions. Underadditions in 2015, the 2014 AIP,Compensation Committee approved an additional bonus ofopportunity equal to 5% of each participant’s 2015 annual target cash bonus under the target bonus opportunity would have been payable based on the achievement2015 AIP if, in any calendar quarter of 2015, TWC generated a net increase in residential video subscribers in any fiscal quarter of 2014.(a “Residential Video Subscriber Additions Bonus”). This additional

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5% bonus opportunityBonus, similar to one approved for 2014, but not achieved, would be payable only with respect to any AIP-eligible employee, includingone such quarter. This Residential Video Subscriber Additions Bonus was achieved in the executive officers. The paymentfirst quarter of this bonus could have permitted an individual’s total 20142015 and, as a result, the annual cash bonus to exceed 150%for participants in the 2015 AIP was increased by 5% of their annual target bonus. In light of the target opportunity.Company’s success in the first quarter of 2015 and to continue to motivate participants to work to add video customers in 2015, the Compensation Committee approved an additional Residential Video Subscriber Additions Bonus with the same terms but only with respect to the seasonally challenging second calendar quarter of 2015. Messrs. Marcus, Minson and Jain were not eligible to receive this additional Residential Video Subscriber Additions Bonus in respect of the second quarter of 2015. This Residential Video Subscriber Additions Bonus was not achieved in the second quarter of 2015. The Company failed to meet the performance threshold for paymentimpact of the Residential Video Subscriber Additions Bonus.Bonus opportunity has been included in the table below.

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Supplemental Bonus Program.    As noted above, to further incentivizeon May 23, 2015, in connection with the execution of the Charter merger agreement, the Compensation Committee approved a supplemental bonus opportunity (the “Supplemental Bonus Program”) for all employees, to maintain focus on achievingincluding executive officers, who participate in TWC’s regular 2015 annual cash incentive plan (approximately 14,700 employees). The Compensation Committee believed that, in light of the Company’s operating goals while also engagingsuccess of a similar program in a complicated and time-consuming integration planning process2014 during the pendency of the Comcast merger, the Company established a special Supplemental Bonus Program for all participants in the 2014 AIP (approximately 15,000 employees), including the named executive officers. The Supplemental Bonus Program provided a 50% increase to each participant’s target bonus opportunitypotential additional compensation under the 2014 AIP, subject to an aggregate Supplemental Bonus Program payment limit of $100 million for all AIP-eligible employees. Furthermore, the Supplemental Bonus Program was based onessential to motivate, reward and retain talent during the same performance goals and subject to the same limits (including a payout cap) established under the 2014 AIP. Pursuant to its terms, the Supplemental Bonus Program payments were to be made upon the completion or terminationpendency of the ComcastCharter merger and would not have been made hadthereafter. Mirroring the 20142015 AIP performance thresholds not been met.

The Compensation Committee believed that meaningfully increasing the size of the potential cash bonus opportunity under the 2014 AIP by 50% for the general employee population, as well as the named executive officers, was an essential component of the 2014 incentive compensation package to motivate and reward participants in light of the Company’s ambitious goals and its circumstances. The Compensation Committee believed that mirroring the 2014 AIP financial and operational goals in the Supplemental Bonus Program reinforced the criticality of maintaining focus on achieving, and exceeding, the operatingCompany’s performance objectives despite the potential Comcast mergerCharter merger-related distractions and additional responsibilities. In addition, theThe timing of the payment of the bonus would(on July 1, 2016) also serveserves to reinforce the retention of senior management throughmanagement. See “Extraordinary Events—Compensation Considerations.”

The Supplemental Bonus Program provides a potential benefit equal to 50% of each eligible employee’s actual bonus payout under TWC’s regular 2015 annual cash incentive plan, including the closing, or abandonment,Residential Video Subscriber Additions Bonus. For example, an employee with a payout, based on actual performance, of $10,000 under the Comcast merger.regular 2015 AIP would be entitled to a payment, under the Supplemental Bonus Program, of an additional $5,000. Payments under the Supplemental Bonus Program are based on the same performance thresholds as under the regular 2015 AIP except that to enhance the retention objectives, any Supplemental Bonus payments will be paid on July 1, 2016. The payments would not be payable had the 2015 AIP performance thresholds not been met. Payments under the Supplemental Bonus Program are subject to a $100 million limit in aggregate. The supplemental bonus opportunity will not be considered part of an executive officer’s target bonus for purposes of calculating severance payments (see more detailed discussion on severance, below).

20142015 Annual Incentive Plan Performance Determination.    In connection with its determination of annual bonus payments, the Compensation Committee reviewed the Company’s results under the Profit Participation Program, the OPI and the Residential Video Subscriber Additions Bonus.Bonuses. The Profit Participation Program and the Residential Video Subscriber Additions Bonus applied similarly to all bonus-eligible employees, while the 20142015 OPI goals described above applied to the executive officers. Management determined the OPI metrics and goals for the other bonus-eligible employees cascading down, as applicable, from the executive officers, based on the participants’ roles within the Company. The Company did not achieve the quarterly net residential video subscriber gain required to receive the Residential Video Subscriber Additions Bonus.

Profit Participation Program.As mandated by the terms of the Profit Participation Program component of the 20142015 AIP, Operating IncomeOIBDA (as adjusted) was adjusted to reflect identified items, such as merger-related and restructuring costs, and other items that affect Operating IncomeOIBDA but that are beyond the control of management or otherwise not indicative of management’s performance. For 2014,2015, these mandatory adjustments had the net impact of increasing Operating IncomeOIBDA for 20142015 AIP purposes by $147$316 million in aggregate, predominantly for merger-related and unanticipated pension expenses, resulting in adjusted Operating Income,OIBDA (as adjusted), for compensation purposes, of $4,779$8,251 million.

Since this adjusted Operating IncomeOIBDA (as adjusted) exceeded the threshold performance, the Compensation Committee noted the straight-line interpolation between the threshold and maximum target levels. This interpolation yielded an initial “score” of 96%88%, which the Compensation Committee used as the starting point for its final determination of performance under the 20142015 Profit Participation Program component.

Pursuant to the Profit Participation Program, in evaluating performance, the Compensation Committee considered, among other factors:

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After deliberation, the Compensation Committee established a Profit Participation Program “score” of 96%, based on the straight-line interpolation. This determination reflected the Compensation Committee’s view of the Company’s accomplishments during the year (as outlined above under “2014 Highlights: Company Performance”), especially in light of the efforts, demands and distractions arising from the Comcast merger, including complying with the requests of federal, state and local regulators reviewing the proposed transaction and planning for post-closing integration.

Operational Performance Incentive Plan.The Compensation Committee reviewed each of the fourthree principal areas established under the 20142015 OPI and considered management’s progress, as reviewed by the Company’s internal auditor, against the metrics and goals associated with each of these areas. Based on its review, the Committee established the following scores:

In each case, the Company’s performance exceeded the threshold performance established under the OPI. Accordingly, the Compensation Committee noted the straight-line interpolation between the threshold and maximum target levels in each case in which such goals had been established. This interpolation yielded the following initial “scores,” which the Compensation Committee used as the starting point for its final determination of performance under the 2014 OPI. 2015 OPI:

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After deliberation with respect to the 2015 OPI and Profit Participation Program, the Compensation Committee established (a) an aggregate 2014 OPI “score” of 116%130%, based on the unadjusted straight-line interpolation of each applicable component and the appropriately weighted aggregate of each of the fourthree principal areas, as shown in the table below. This determinationbelow, (b) a Profit Participation Program “score” of 96%, higher than the straight-line interpolation and (c) a Residential Video Subscriber Additions Bonus of 5% for the first quarter, but not for the second quarter. These AIP determinations reflected the Compensation Committee’s favorable view of the Company’s accomplishments during the year (as outlined above and under “2014 Highlights: “2015 Highlights—Company Performance”) to setand the foundation forCompany’s achievements under the long-term plan andplan. These accomplishments were especially impressive in light of the difficult competitive environment and the efforts, demands and distractions ofarising from the Comcast merger regulatory review processand Charter merger-related activity, including complying with the related requests of federal, state and local regulators reviewing the proposed transactions and planning for post-closing integration.integration for each transaction. The Committee acknowledged that the 2015 AIP threshold and maximum award levels were established when the Company was in the midst of seeking regulatory approvals and working on integration matters for the Comcast merger and did not anticipate the termination of that arrangement and the entry into the Charter merger shortly thereafter and the challenges of such circumstances. Specifically, the following factors influenced the Compensation Committee’s determination to award a Profit Participation Program score of 96%:

In addition, the Compensation Committee determined to award a score of 96% for the Profit Participation Program component such that the evaluation would flow through to all AIP-eligible employees in recognition of the team effort that had driven the Company’s outstanding 2015 operating performance.

The table below sets out each of the scores awarded between the threshold/maximum interpolated scores for each of the Profit Participation Program and the OPI components of the 2014 annual bonus program2015 AIP, the achievement of the threshold performance for the first quarter Residential Video Subscriber Additions Bonus and the ultimate scores assigned by the Compensation Committee for use in the bonus determinations.

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20142015 Annual Incentive Plan and Supplemental Bonus Payments.Payments

.The table below indicates the total amount awarded to each named executive officer under the 20142015 annual bonus programs, including the (a) 2014Profit Participation Program, OPI and Residential Video Subscriber Additions Bonus components of the 2015 AIP and (b) Supplemental Bonus Program, based on a 106%118% overall performance score, including the 5% Residential Video Subscriber Additions Bonus, alongside each officer’s aggregate annual bonus target under the 20142015 AIP and Supplemental Bonus Program. The named executive officers2015 AIP awards were paid a portion of these annual bonus awards before the end of the first quarter of 2015 and, consistent with the terms of the2016. Supplemental Bonus Program awards will be paid on July 1, 2016 so long as the balance in April 2015 as a result of the abandonment of the Comcast merger.executive does not terminate his employment voluntarily prior to that date. These bonus amounts are also included under the heading “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table below.

Section 162(m) Compliance.    In order to structure the short-term incentive awards as potentially deductible amounts under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), additional conditions and limitations on awards were imposed under the Time Warner Cable Inc. 2012 Annual Bonus Plan (the “162(m) Bonus Plan”), which was approved by the Company’s stockholders in May 2012. Pursuant to the 162(m) Bonus Plan, a subcommittee of the Compensation Committee, whose members are “outside directors” as defined in Section 162(m) (the “Subcommittee”), established objective performance criteria for 20142015 that determined the maximum bonus pool from which the named executive officers’ bonuses can be paid and a percentage allocation of the pool for each named executive officer. Under the objective criteria established by the Subcommittee, an aggregate 20142015 maximum bonus pool was established equal to 7.5% of the amount by which the Company’s 2014 Operating Income before depreciation of tangible assets and amortization of intangible assets2015 Adjusted OIBDA (as adjusted) of at least $8.15 billion exceeded $6.723$6.764 billion. Each annual bonus payment was subject in all cases to a 162(m) Bonus Plan cap equal to the lesser of (i) 250%200% of the officer’s annual bonus target and (ii) $15 million, in addition to an overall cap under the annual bonus program of 150% of the individual’s target annual bonus (as increased by the Supplemental Bonus Program opportunity). In awarding 20142015 bonuses to each named executive officer, the Subcommittee exercised its discretion to reduce the maximum amount available for each executive officer under the 162(m) Bonus Plan’s pool. The basis for this exercise of negative discretion was the Company’s performance score under the Profit Participation Program and the operational performance under the OPI as described above.

20142015 Long-Term Incentive Program—Equity-Based Awards

As2015 Annual Equity Awards.    Prior to the Company’s entry into the Charter merger agreement in May 2015, the Compensation Committee consideredhad not anticipated making, and did not grant, additional regular annual long-term equity-based incentive awards in 2015 since the Company’s standard annual LTI awards with respect to 2015 and 2016 had been made in advance in 2014 as 2014 retention

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equity awards in connection with the Comcast merger. See “Extraordinary Events: Compensation Considerations.” In addition, in light of the passage of time, in February 2015 and February 2016, the 2014 retention awards that represented advanced LTI program, it alsoawards with respect to 2015 and 2016 had attained the attributes of a regular annual LTI award.

Charter Merger-Related Retention Equity Awards.    In connection with the entry into the Charter merger agreement, the Compensation Committee realized that additional retention incentives would be essential in light of the possiblepossibility of yet another protracted regulatory review process that is typical for significant mergers in the cable industry and various uncertainties related to the ComcastCharter merger. As a result, in addition to the standard annual LTI awards, it approved advancing into 2014 equity awards that would have otherwise been made in 2015 and 2016 as special retention equity awards.

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2014 Standard Annual Equity Awards.The Company’s 2014 Annual LTI program consisted of RSUs awarded under the Company’s 2011 Stock Incentive Plan (the “Stock Plan”), 60% of which was subject to complete forfeiture if specified performance-based vesting conditions were not satisfied. The 2014 annual LTI program represented a change from the Company’s practices in recent years, which had also included stock options as part of its standard mix. The Compensation Committee believed that granting RSUs with a combination of performance-based and service-based vesting would provide the best mix of LTI vehicles to motivate key executives to drive business results against the Company’s goals and retain the senior management team during the pendency of the Comcast merger and better aligned executives’ interests with those of the Company’s stockholders. In addition, the Compensation Committee was aware that stock options, which had historically been granted with a ten-year term, might not have, or be perceived to have, the opportunity to reach their full anticipated value in light of the various circumstances related to the Comcast merger. As a result, stock options were not considered to be as effective as RSUs in achieving all of the Company’s business and compensation objectives under the circumstances.

2014 Equity Awards—Determinations.    The number of RSUs awarded to each named executive officer in connection with the 2014 LTI program and the retention equity awards, described below, was determined by reference to the target LTI value for such executive and the average closing price of the Company’s Common Stock over a ten-day period prior to the date of grant selected in advance by the Compensation Committee.

2014 Standard Annual Equity Awards—Performance-Based Conditions and Other Terms.    Consistent with the Company’s LTI programs since 2011, 60% of the value of the 2014 annual LTI award to each executive officer was subject to complete forfeiture if the Company failed to satisfy specified performance goals. For 2014, the Compensation Committee established a one-year measurement period for this performance-based vesting condition and set 2014 Operating Income (as adjusted) of $4.5 billion (the threshold performance level under the Profit Participation Program under the 2014 AIP) as the 2014 LTI award performance threshold. The Compensation Committee believed that utilizing this one-year performance threshold for 60% of the target value of the 2014 annual LTI awards was appropriate in light of general market practice, the inherent performance aspects of equity awards, the types of vehicles and mix used by the peer groups and the challenges associated with setting multi-year performance goals, particularly in light of the pending Comcast merger. In conjunction with the determination of the performance score under the 2014 Profit Participation Program component of the annual bonus program in earlyAccordingly, on May 23, 2015, the Compensation Committee certifiedapproved the satisfaction of the one-year performance condition, which permitted the awards to vest on their designated time-based vesting schedules, as described below.

The 2014 annual LTI awards were made to all eligible employees on February 12, 2014, a date selected by the Compensation Committee in October 2013. With the financial performance conditions discussed above having been satisfied, all the 2014 annual RSUs are eligible to vest in equal installments on the third and fourth anniversaries of the date of grant. The Company and the Compensation Committee believe that the multi-year, time-based vesting schedules encourage executive retention and emphasize a longer-term perspective. Outstanding stock options and RSUs provide for accelerated vesting upon a termination of employment after reaching a specified age and years of service and upon certain involuntary terminations of employment.

Merger-Related Retention Equity Awards.    In addition, in connection with the execution of the Comcast merger agreement, the Compensation Committee approved the2017 retention equity awards that advanced into 20142015 the award ofanticipated annual equity grantsawards that would otherwise have been made in 2015 and 2016 for2017 with the vesting attributes of the awards as if they had been made in 2017. These 2017 retention equity awards were granted to all TWC employees who were eligible to receive equityequity-based compensation awards (over 1,800(approximately 1,900 employees), including the named executive officers. These advancedThe awards were intended to address employee retention duringin connection with the potentially prolonged period of uncertainty during the pendency of the regulatory review process for the Comcastanticipated Charter merger, and thereafter, while at the same time preserving appropriate incentives and alignment of employees with TWC stockholders in light of the possibility that the Comcast merger might not close. The Compensation Committee believed that the retention equity awards needed to be sufficiently meaningful to the employees so that forfeiture would represent a significant deterrent to leaving employment at the Company and also limit other employers’ ability or willingness to offer to make up the value of the awards to entice their departures. The vesting terms of the awards were also appropriately structured in the event that the Comcast merger failed to close or an executive remained with the merged company after the closing.

The effectiveness of the Company’s planning has been borne out. More than a year after the Comcast merger was announced, the senior management team is intact and has been successful in driving the business to achieve the Company’s operating results while also working to advance the then anticipated closing and integration of the Comcast merger. In addition, both the employees and the Company are generally in the same position they would have been in had the retention equity awards been made in 2015 and 2016, rather than 2014.

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The retention equity awards consisted of RSUs with service-based vesting and were designed to replace the annual equity awards that the employees, including the named executive officers, would otherwise have received in 2015 and 2016. Each retention award was valued to reflect the expected target value of such 2015 and 2016 awards and was made in the form of RSUs for reasons similar to those that guided the decision that the 2014 annual LTI awards would take the form of RSUs. Unlike the 2014 annual RSU grants, the retention equity awards did not carry performance-based vesting conditions as the Compensation Committee believed that applying performance conditions to the retention equity awards would diminish their retentive value and alignment with stockholders.granted on June 2, 2015.

The retention equity awards’grants consisted of restricted stock units subject to service-based vesting. The vesting schedule was designed to mirror the vesting schedule that would have applied to the annual equity grants had they been made in 20152017 and 2016. Accordingly, becausewill vest in equal 50% increments on February 13, 2020 and February 13, 2021. Similarly, the availability of accelerated and pro rata vesting of awards that could apply under normal course 2015awards where holders meet certain service and 2016 RSUage requirement or are terminated from employment involuntarily, respectively, was delayed until the date on which the grants would eachotherwise have vested 50% onbeen made in February 2017. As a result of their respective third and fourth anniversaries, the 2015 retention equity award will vest 50% in each of February of 2018 and 2019 and the 2016 retention equity award will vest 50% in each of February of 2019 and 2020, in each case subject to continued employment. Consistent with its intent at the time of theterms, these 2017 retention equity awards were not intended to be, and are not, equivalent to annual awards that might have been made during 2015.

The Company and the Compensation Committee believe that the multi-year, time-based vesting schedules encourage executive retention and emphasize a longer-term perspective. The retention equity awards did not carry performance-based vesting conditions as the Compensation Committee believed that applying such performance conditions to these retention equity awards would diminish their retentive value and alignment with stockholders in light of the Charter merger.

The Compensation Committee did not make additional annual awards in 2015 or 2016 to employees who received retention equity awards in 2014 and does not expectintend to do so in 2016,make additional annual equity grants with respect to 2017, absent an increase in an executive’s responsibilities or other changed circumstances. Consequently, whether or not the ComcastCharter merger wasis consummated, both the employees and the Company would generally be in the same position they would have been in had the additional RSUs2014 retention equity awards been granted in 2015 and 2016 rather than(not advanced into 2014) or had the 2017 retention equity awards been granted in 2014.2017 (not advanced into 2015). See “—Grants of Plan-Based Awards.” In addition, pursuant to the Charter merger agreement, before the completion of the merger, TWC may not make equity grants other than in the ordinary course of business consistent with past practice and subject to the limitation that, in all cases, the aggregate value of (i) the 2017 retention equity awards (which totaled approximately $147.6 million at the time of grant) and (ii) other permitted equity awards (but excluding ordinary course equity grants to new hires, newly promoted executives, and annual equity awards to non-employee directors) made prior to the completion of the mergers cannot exceed $225 million at the time of grant.

Oversight and Authority for Executive Compensation

Under its charter, the Compensation Committee has authority and oversight over all elements of the Company’s executive compensation program, including:

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The Compensation Committee’s charter states that, in determining compensation levels for each named executive officer, the Compensation Committee should consider, among other factors, the Company’s overall performance, stockholder return, the achievement of specific performance objectives established by the Compensation Committee on an annual basis, compensation previously provided to the executive, the value of compensation provided to individuals in similar positions at peer companies and the Company’s general compensation policy.

Role of Management and Compensation Consultants

Although the Compensation Committee has authority and oversight over compensation for the named executive officers, members of management, including Robert D. Marcus, now Chairman and Chief Executive Officer (and President and Chief Operating Officer during 2013); Glenn A. Britt (during 2013 in his capacity as Chairman and Chief Executive Officer);Officer; Peter C. Stern, Executive Vice President and Chief Products,Product, People and Strategy Officer; and Paul L. Gilles, Senior Vice President, People Strategy and Compensation during 2013Special Advisor/HR (collectively, “Management”), provide recommendations for the Compensation Committee’s consideration (other than with respect to the Company’s Chairman and CEO)their own compensation). Management also provides ongoing assistance to the Compensation Committee with respect to its review of the effectiveness of the Company’s executive compensation programs. The Company also, from time to time, engages consulting firms (independent of those engaged by the Compensation Committee) to assist Management in evaluating the Company’s executive compensation policies and practices.

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During 2014,2015, the Compensation Committee retained ClearBridge Compensation Group (“ClearBridge”) as its sole compensation advisor. The Company paid ClearBridge an annual retainer, plus additional amounts for special projects that the Compensation Committee requested. In connection with the retention, the Compensation Committee determined that ClearBridge had the necessary experience, skill and independence to advise the Committee. The Compensation Committee believes that ClearBridge’s service as its compensation advisor does not create any conflict of interest, after considering, among other things: (i) the absence of other services provided to the Company; (ii) the level of fees paid by the Company to ClearBridge compared to its total revenue; (iii) policies and procedures designed to prevent conflicts of interest; (iv) the absence of business or personal relationships with a member of the Compensation Committee other than related to its retention by the Committee; (v) the absence of any business or personal relationships with any executive officer of the Company other than related to its retention by the Committee; and (vi) its restrictions on Common Stock ownership. The Compensation Committee plans to review its determination annually.

During 2014,2015, ClearBridge reported directly to the Compensation Committee, providing assistance and advice to it in carrying out its principal responsibilities. The Compensation Committee consulted with ClearBridge with respect to all significant 20142015 compensation decisions and determinations. In this advisory role, ClearBridge attended and participated in all Compensation Committee meetings, including executive sessions when appropriate. In connection with ClearBridge’s role as advisor to the Compensation Committee, Management from time to time seeks input from ClearBridge about compensation proposals it is considering for presentation to the Compensation Committee. ClearBridge does not provide services to the Company other than under its engagement by the Compensation Committee related to executive compensation or in connection with the review of non-employee director compensation.

The Role of Competitive Comparisons

The Compensation Committee reviewed information about compensation practices and values from two groups of companies to assist it in establishing 20142015 compensation levels and practices for the named executive officers. These groups include other cable, telecommunications and media companies as well as other comparable public companies. The Compensation Committee used this data to assist it in evaluating general competitiveness and comparability of compensation design, mix and levels but does not target any particular percentile or pay range within the data sets in setting compensation. Information on the Primary and Secondary Peer Groups is presented in the table below.

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Market Surveys.    In addition to the Peer Groups, Management and the Compensation Committee considered, as a general reference, market compensation survey data available through a number of nationally-recognized compensation consulting firms. This data covers companies roughly comparable in size (median annual revenue of approximately $18 billion) to the Company from a broad range of industries, including the cable/satellite, telecommunications and media industries.

The Use of Pay Tallies

The Compensation Committee periodically reviews “pay tallies” for the named executive officers (i.e., analyses of the executives’ annual pay and long-term compensation with potential severance payments under various termination scenarios, including involuntary termination scenarios, pursuant to the negotiated employment agreements) to help ensure that the design of the compensation program is consistent with the Company’s compensation philosophy and key principles and that the amount of compensation is within appropriate competitive parameters.

Based on the Compensation Committee’s review of 20142015 pay tallies, the Compensation Committee concluded that the total compensation of the named executive officers (and, in the case of involuntary termination or change-in-control scenarios, potential payouts) continues to be appropriate in light of the Company’s compensation philosophy and guiding principles and is consistent with relevant competitive marketplace data.

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The Role of Employment Agreements

Each of the named executive officers is employed pursuant to a multi-year employment agreement that reflects the individual negotiations with the relevant named executive officer. The Company has long used such agreements to foster retention, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions, and, for the executive officers in some cases,certain situations, “clawback” rights (i.e., rights to recover compensation paid to an executive if the Company subsequently determines that the compensation was not properly earned). The employment agreements provide for severance pay in

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the event of the involuntary termination of the executive’s employment without cause, which serves as consideration for the restrictive covenants, provides financial security to the executive and allows the executive to remain focused on the Company’s interests at all times. As discussed below under “Potential Payments upon a Change in Control,” in connection with the Charter merger agreement, the Compensation Committee approved amendments to the Company’s employment agreement with each of the named executive officers other than Mr. Minson to expand the scope of the “good reason” resignation rights and to clarify certain relocation protections for a designated period after the closing of the Charter merger.

The employment agreement for each named executive officer is described in detail below under “—Employment Agreements,” “—Potential Payments upon Termination of Employment” and “—Potential Payments upon a Change in Control,” below.

The Role of Stockholder Advisory Vote on Executive Compensation

The Company provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay vote”). At the Company’s annual meeting of stockholders in June 2014, approximately 62%July 2015, a majority (approximately 56%) of the votes cast on the say-on-pay vote were voted in favor of management’s proposal. In addition to its ongoing stockholder communications, in advance of the 2015 annual meeting of stockholders, the Company offered most of its 50 most significant stockholders an opportunity to speak with the Company’s management, and in certain cases, a member of the Board of Directors, about the Company’s compensation program or other matters. In response to this outreach, the Company’s management, with, in certain cases, the Chair of the Compensation Committee, spoke with 21 of its 25 most significant stockholders, representing more than 50% of the outstanding shares of Common Stock. As a result of Management’s report on its and Compensation Committee members’ engagement with the Company’s stockholders in connection with the 20142015 say-on-pay vote and generally, the Compensation Committee believes that this vote indicates stockholders’ general support of the Company’s approach to executive compensation, but a lower level of enthusiasm for the special retention equity awards made in connection with the Comcast merger.and Charter mergers. As discussed above, the Compensation Committee viewed these awards as part of a critical retention program to support the Company’s ongoing business needs and goals during the pendency of the Comcast mergerand Charter mergers and the circumstances surrounding those transactions and not as a component of the Company’s regular annual compensation. The Committee believes that these programs reflect the Company’s philosophy and goals and have been effective at creating value for the Company’s stockholders by retaining key executives and motivating and retaining executivesthem to achieve the Company’s objectives.challenging objectives under extraordinary circumstances. As a result, the Compensation Committee did not change its compensation approach in 20142015 in light of these vote results. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay vote when making future compensation decisions for the named executive officers.

Ownership and Retention Requirements; Hedging Policy

Beginning in 2011, the Company adopted stock ownership requirements that, following a five-year phase-in period, require that covered officers hold stock (including in the form of unvested RSUs (other than those then subject to satisfaction of performance criteria)) in an amount equal to or exceeding a multiple of their annual base salary. As of January 31, 2015,2016, each of the named executive officers would have met his or her ownership requirement if the phase-in period had expired.

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Under the ownership requirements, the Company will review covered officers’ compliance on January 31 of each calendar year. If an officer is not in compliance with the requirement within a five-year phase-in period (January 31, 2016 for all named executive officers other than Messrs. JainMarcus, Lawrence-Apfelbaum and Minson)Stern), he or she will be required to retain at least 50% of any stock received upon exercise of stock options or vesting of RSUs (after shares used to cover exercise costs, taxes, etc.). Prior to the full implementation of the requirements, the executive officers must obtain consent from the Chief Executive Officer if a sale of Common Stock would cause the executive to no longer satisfy the ownership requirement. The Compensation Committee will also consider the executive officers’ compliance with the ownership and retention requirements in determining compensation.

Under the Company’s securities trading policies, executive officers and directors of the Company may not engage in hedging strategies using puts, calls, straddles, collars or other similar instruments involving the Company’s securities, except under very limited circumstances with the Company’s approval.approval, which would only be given in extraordinary, and limited, circumstances. None of the Company’s executive officers has pledged Company Common Stock.

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Risk Assessment

During 2014,2015, the Compensation Committee conducted a risk assessment of the named executive officers’ compensation. As part of the risk assessment, the Compensation Committee reviewed the key design features of the Company’s 20142015 incentive programs, the nature of the risks that these features might give rise to and certain mitigating factors.

The Compensation Committee concluded that the Company’s executive incentive programs do not incentivize excessive risk-taking or inappropriate conservatism in behavior and decisionmaking. Among the factors giving rise to the Compensation Committee’s determination were the following:

Perquisites

The Company provides a very limited number of perquisites to the named executive officers. Where provided, the Company believes these perquisites facilitate the operation of its business, allow named executive officers to better focus their time, attention and capabilities on their Company activities, address safety and security concerns and assist the Company in recruiting and retaining key executives.

The Company’s perquisites for its named executive officers in 20142015 included, in the case of Mr. Marcus, eligibility for financial services reimbursement (e.g., tax and estate planning), while the Company has generally discontinued this reimbursement eligibility for other executives. At the request of the Company’s Board, during 2014,2015, Mr. Marcus used Company-owned or leased aircraft for business and personal travel under most circumstances. In limited instances, with CEO approval, the Company’s other executive officers (as well as guests of such executive officers) are permitted to join an otherwise scheduled business-purpose Company flight for personal purposes. The Company imputes income to executive officers who make personal use of Company aircraft as and when required under applicable tax rules. The perquisites provided to the named executive officers are noted in the Summary Compensation Table, below.

Benefits

The Company maintains defined benefit and defined contribution retirement programs for its employees in which the Company’s named executive officers participate, subject to satisfaction of eligibility requirements. The objective of these programs is to help provide financial security into retirement, reward and motivate tenure and recruit and retain talent in a competitive market. In addition to the Company’s tax-qualified defined benefit plan, the Company maintains a nonqualified defined benefit plan in which the named executive officers participate. The tax-qualified defined benefit plan has a maximum compensation limit and a maximum annual benefit imposed by the tax laws, which limit the benefit under the plan for certain participants. In order to provide a retirement benefit more commensurate with salary levels, the nonqualified defined benefit plan provides benefits to key salaried employees, including the named executive officers, using the same formula for calculating benefits as is used under the tax-qualified defined benefit plan but taking into account compensation in excess of the compensation limitations for the tax-qualified defined benefit plan up to a cap of $350,000 per year and determined without regard to the maximum annual benefit under the tax-qualified plan. See “—Pension Plans.”

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The Company also maintains a nonqualified deferred compensation plan to which contributions by the Company or employees are no longer permitted. See “—Nonqualified Deferred Compensation.”

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Tax Deductibility of Compensation

Section 162(m) generally disallows a tax deduction to public corporations for compensation in excess of $1 million in any one year with respect to each of its Chief Executive Officer and three most highly paid executive officers (other than the Chief Financial Officer) with the exception of compensation that qualifies as performance-based compensation. The Compensation Committee considers Section 162(m) implications in making compensation recommendations and in designing compensation programs for the executives. In this regard, the 162(m) Bonus Plan and the Company’s 2006 and 2011 Stock Incentive Plans (the “Stock Plan”) were submitted to and approved by stockholders so that compensation paid under those plans may qualify as performance-based compensation under Section 162(m). However, the Compensation Committee retains the discretion to pay compensation that is not deductible, whether under such plans or otherwise, when it determines that arrangement to be in the best interests of the Company and its stockholders. Because the vesting schedules of the 2014 and 2017 retention awards do not include performance conditions, these retention awards are not considered performance-based for purposes of Section 162(m) and will, therefore, be subject to the deduction limitations of Section 162(m) applicable to Section 162(m) covered employees for the year in which the retention awards vest. If the Charter merger is completed, TWC expects that the holders of the retention awards will not be Section 162(m) covered employees of the new public company in respect of the year in which such awards vest, so the Section 162(m) deduction limitations would not apply. Such holders would have to become Section 162(m) covered employees of the new public company for the limitations to apply.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with Management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and the Company’s Annual Report on Form 10-K.

Members of the Compensation Committee

The Report of the Compensation Committee is not to be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent TWC specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into any filing under the Securities Act of 1933 or the Exchange Act.

Summary Compensation Table

The following table presents information concerning total compensation paid to the Company’s Chief Executive Officer, Chief Financial OfficerOfficers who served in such capacity during 2015 and each of its three other most highly compensated executive officers who served in such capacities on December 31, 20142015 (collectively, the “named executive officers”). Additional information regarding salary, incentive compensation and other components of the named executive officers’ total compensation is provided under “—Compensation Discussion and Analysis.”

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SUMMARY COMPENSATION TABLE

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(a) Pursuant to the TWC Savings Plan, a tax-qualified defined contribution plan available generally to TWC employees, for the 20142015 plan year, each of the named executive officers deferred a portion of his annual compensation and the Company contributed $11,667$12,001 as a matching contribution on the amount deferred by each named executive officer, except for Messrs.Mr. Minson whose matching contribution was $11,444 and Mr. Jain, who did not participate.

(b) The Company maintains a program of life and disability insurance generally available to all salaried employees on the same basis. This group term life insurance coverage was reduced to $50,000 for each of Messrs. Marcus and Lawrence-Apfelbaum who were each given a cash payment to cover the cost of specified coverage under a voluntary group program available to employees generally (“GUL insurance”). In 2014,

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2015, this cash payment was $11,088$8,064 for Mr. Marcus (including $3,024 for 2013 paid in 2014) and $16,469$16,355 for Mr. Lawrence-Apfelbaum. For a description of life insurance coverage for certain executive officers provided pursuant to the terms of their employment agreements, see “—Employment Agreements.”

(c) The amounts of personal benefits for 20142015 that exceed $10,000 in the aggregate are shown in this column and consist of the aggregate incremental cost to the Company as follows: (i) for Mr. Marcus, (x) reimbursement of fees for financial services of $13,230;$20,824; and (y) transportation-related benefits of $249,519$308,979 related to personal use of Company-owned aircraft; and (ii) for Mr. Jain, (x) reimbursement of fees for financial services of $8,330; (y) payments of $86,564$3,458 related to Company-provided housing in New York City in connection with joining the Company as Chief Operating Officer and a tax equalization benefit of $51,929$1,826 related to the housing payments, each pursuant to the Company’s standard executive relocation arrangements; and (z)(y) severance payments related to his prior employment by Insight of $742,283,$102,105, see “—Employment Agreements—Dinesh C. Jain.” The Board encouraged Mr. Marcus to use corporate-owned or leased aircraft for security reasons. The incremental cost of any personal use is based on fuel, landing, repositioning and catering costs and crew travel expenses related to the personal use. Mr. Marcus’s transportation-related benefits also include the incremental cost of certain of his family members accompanying him on certain business and personal trips on corporate aircraft. The incremental cost to the Company for the use of the aircraft under these circumstances is limited to catering and TWC’s portion of employment taxes attributable to the income imputed to the executive for tax purposes.

(d) The amount shown for Mr. Minson includes $5 million paid to Mr. Minson in connection with his agreement to provide advisory services to the Company after his resignation as Executive Vice President and Chief Financial Officer effective June 1, 2015. See note (10) below and “Employment Agreements—Arthur T. Minson, Jr.”

Grants of Plan-Based Awards

The following table presents information with respect to each award of plan-based compensation to each named executive officer in 2014,2015, including (a) annual cash awards under the 162(m) Bonus Plan and 20142015 AIP and Supplemental Bonus Program (b) awards of PBUs granted under the Stock Plan that are subject to performance-based vesting conditions, (c) awards of RSUs granted under the Stock Plan with time-based vesting provisions as part of the 2014 annual award and (d)(b) awards of RSUs granted under the Stock Plan with time-based vesting provisions comprising the 2017 retention equity awards made in connection with the ComcastCharter merger. No stock options were awarded in 2014.2015.

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GRANTS OF PLAN-BASED AWARDS DURING 20142015

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