Finance Committee.The members of the Finance Committee are Wayne Pace, who serves as the Chair, ~~Thomas Castro, Donna~~David Chang, James Copeland, Jr., Don Logan and John Sununu. ~~The~~All of the members of the Finance Committee ~~who~~ are Independent ~~Directors are Ms. James and Messrs. Castro and Sununu.~~Directors. The authority and responsibility of the Finance Committee, which met three times during ~~2009,~~2012, are described above (see “Corporate Governance—Committees of the Board”) and set forth in detail in its ~~Charter,~~charter.

Marketing and Customer Care Committee. The members of the Marketing and Customer Care Committee are Carole Black, who serves as the Chair, Don Logan, Edward Shirley and John Sununu. All of the members of the Marketing and Customer Care Committee are Independent Directors. The authority and responsibility of the Marketing and Customer Care Committee, which met two times during 2012, are described above (see “Corporate Governance—Committees of the Board”) and set forth in detail in its charter.

Information on committee membership and each committee’s charter is ~~posted~~available on the Company’s website at~~www.timewarnercable.com/investors.~~www.twc.com/investors

During 2008, a Special Committee of the independent members of the Board of Directors (the “Special Committee”) consisting of Ms. Black and Messrs. Castro, Chang, Copeland (who served as the Chair), Haje and Nicholas was formed to consider the Company’s Separation from Time Warner and the related transactions. The Special Committee met twice during 2009.

SECURITY OWNERSHIP

Security Ownership by the Board of Directors and Executive Officers

The following table sets forth information as of the close of business on ~~January 31, 2010~~February 28, 2013 as to the number of shares of the Company’s Common Stock beneficially owned by:

each executive officer named in the Summary Compensation Table below at “Executive Compensation—Summary Compensation Table” (a “named executive officer”);

each current director and director nominee; and

all current executive officers and directors, as a group.

   Common Stock
Beneficially Owned⁽¹⁾
Name
   Number
of Shares    Right to Acquire
Shares⁽²⁾    Percent
of Class
Carole Black
   500       5,241       *
Glenn A. Britt⁽³⁾
   167,804       716,799       *
Thomas H. Castro
   —       5,241       *
David C. Chang
   1,524       5,241       *
James E. Copeland, Jr.
   8,506       5,241       *
Irene M. Esteves
   —       27,043       *
Peter R. Haje⁽⁴⁾
   15,622       5,241       *
Donna A. James
   150       5,241       *
Michael LaJoie
   7,764       61,676       *
Marc Lawrence-Apfelbaum⁽⁵⁾
   11,455       87,536       *
Don Logan
   —       5,241       *
Robert D. Marcus
   47,179       229,925       *
N.J. Nicholas, Jr.
   2,333       5,241       *
Wayne H. Pace
   20,990       5,241       *
Edward D. Shirley
   1,333       5,241       *
John E. Sununu
   102       5,241       *
All current directors and executive officers as a group (21 persons)^(3)-(5)
   327,900       1,373,597       *


	•	~~each executive officer named in the Summary Compensation Table included elsewhere in this Proxy Statement (a “named executive officer”);~~

	•	~~each current director and director nominee; and~~

	•	~~all current executive officers and directors, as a group.~~

Common Stock Beneficially Owned(1)
Number
Right to Acquire
Percent
Name
of Shares Shares(2) of Class

Carole Black — — *
Glenn A. Britt(3) 17,670 304,403 *
Thomas H. Castro — — *
David C. Chang 228 — *
James E. Copeland, Jr. 8,332 — *
Peter R. Haje(4) 13,622 — *
Landel C. Hobbs 1,430 162,634 *
Donna A. James — — *
Michael LaJoie — 45,834 *
Marc Lawrence-Apfelbaum(5) 1,021 59,529 *
Don Logan 10,820 — *
Robert D. Marcus 1,168 85,959 *
N.J. Nicholas, Jr. 2,333 — *
Wayne H. Pace 19,694 — *
Edward D. Shirley 333 — *
John E. Sununu — — *
All current directors and executive officers as a group (20 persons)(3)-(5) 76,651 792,397 *


*		Represents beneficial ownership of less than one percent of the issued and outstanding Common Stock on ~~January 31, 2010.~~February 28, 2013.

(1)

Beneficial ownership as reported in the above table has been determined in accordance withRule 13d-3 of the Exchange Act. Unless otherwise indicated, beneficial ownership represents both sole voting and sole investment power. This table does not include any shares of Common Stock or other TWC equity securities that may be held by pension and profit-sharing plans of other corporations or endowment funds of educational and charitable institutions for which various directors and officers serve as directors or trustees. As of ~~January 31, 2010,~~February 28, 2013, the only equity securities of TWC beneficially owned by the named persons or group were (a) shares of Common Stock, (b) options to purchase shares of Common Stock and (c) restricted stock units (“RSUs”) and deferred stock units


		reflecting the contingent right to receive shares of Common Stock. ~~The beneficial ownership~~None of these shares of Common Stock was pledged as security.

(2)

Reflects shares of Common Stock subject to (a) options to purchase Common Stock that, on February 28, 2013, were unexercised, but were exercisable on or within 60 days after that date and (b) RSUs that, on February 28, 2013, were unvested, but were expected to vest on or within 60 days after that date. These shares are excluded from the column headed “Number of Shares.” The “Right to Acquire Shares” for each of the non-employee directors includes RSUs issued to them as compensation since 2011, which represent the right to receive shares of Common Stock after termination of service as a member of the Board, but does not include their interests set forth in the table below in (a) RSUs issued to them as compensation prior to 2011, which represent the right to receive shares of Common Stock six ~~month~~months after termination of service as a member of the Board and (b) deferred stock units issued under the Directors’ Deferred Compensation Program, which represent the right to receive shares of Common Stock on the distribution date selected by the director. Each non-employee director’s (a) RSUs issued to them as compensation prior to 2011 and (b) deferred stock units as of ~~January 31, 2010~~February 28, 2013 are set forth below. The directors do not have voting rights with respect to these RSUs and deferred stock units, but they represent an economic interest in the shares of Common Stock. See ~~“Compensation—Director~~“Director Compensation.” For information about RSUs held by the named executive officers, see ~~“Compensation—~~“Executive Compensation—Outstanding Equity Awards.”

Restricted
Deferred
Name
Stock Units Stock Units

Carole Black 9,815
Thomas H. Castro 9,815
David C. Chang 9,815 3,262
James E. Copeland, Jr. 9,815 6,126
Peter R. Haje 9,815 4,200
Donna A. James 3,319
Don Logan 9,815
N.J. Nicholas, Jr. 9,815 5,424
Wayne H. Pace 7,906 5,576
Edward D. Shirley 3,319
John E. Sununu 3,319


	Pre-2011 Restricted Stock Units		Deferred Stock Units
Carole Black		12,409		—
Thomas H. Castro		12,409		—
David C. Chang		11,113		6,832
James E. Copeland, Jr.		12,409		6,126
Peter R. Haje		12,409		7,039
Donna A. James		5,912		—
Don Logan		12,409		—
N.J. Nicholas, Jr.		12,409		5,424
Wayne H. Pace		9,204		8,628
Edward D. Shirley		5,912		—
John E. Sununu		5,912		—


~~(2)~~		Reflects shares of Common Stock subject to (a) options to purchase Common Stock, which on January 31, 2010, were unexercised, but were exercisable on or within 60 days after that date and (b) RSUs which, on January 31, 2010, were unvested but were expected to vest on or within 60 days after that date. These shares are excluded from the column headed “Number of Shares.”

(3)		Includes 29 shares of Common Stock owned by Mr. Britt’s spouse, as to which Mr. Britt disclaims beneficial ownership.

(4) Includes 666 shares of Common Stock owned by the Peter and Helen Haje Foundation, as to which Mr. Haje and his spouse share voting power but have no investment power.

(5)

Includes an aggregate of approximately ~~845~~985 shares of Common Stock ~~attributable to Mr. Lawrence-Apfelbaum’s interest in~~held by a trust under the TWC Savings ~~Plan.~~Plan for the benefit of the Company’s current executive officers, including 845 shares for Mr. Lawrence-Apfelbaum.

Security Ownership of Certain Beneficial Owners

Based on a review of filings with the SEC, the Company has determined that each of the persons listed below is a beneficial holder of more than 5% of the outstanding shares of ~~Time Warner Cable~~ Common Stock as of December 31, ~~2009.~~

Shares of

Stock

Beneficially
Percent of
Name and Address of Beneficial Owner
Owned Class

AXA Financial, Inc.(1) 27,753,323 7.9 %
1290 Avenue of the Americas
New York, NY 10104
Capital Research Global Investors(2) 25,690,155 7.3 %
333 South Hope Street, 55^th Floor
Los Angeles, CA90071-1447

Dodge & Cox(3) 22,708,094 6.4 %
555 California Street
San Francisco, CA 94104
BlackRock, Inc.(4) 19,429,266 5.5 %
40 East 52^nd Street
New York, NY 10022

2012.


Name and Address of Beneficial Owner	Shares of Stock Beneficially Owned		Percent of Class
BlackRock, Inc.⁽¹⁾		22,206,476		7.4	%
40 East 52nd Street
New York, NY 10022
Capital Research Global Investors⁽²⁾		20,588,817		6.8	%
333 South Hope Street, 55th Floor
Los Angeles, CA 90071


(1)		Based solely on a Schedule 13G filed by BlackRock, Inc. with the SEC on February ~~12, 2010 by AXA Financial, Inc. (on behalf of its affiliates, including AllianceBernstein L.P. (“AllianceBernstein”)),~~8, 2013, which reported that it had sole voting and dispositive power over all the indicated ~~shares and sole voting power over 22,223,603~~ shares. ~~The Schedule 13G states that a majority of the shares reported are held by unaffiliated~~


		~~third-party client accounts managed by AllianceBernstein (a majority-owned subsidiary of AXA Financial, Inc.), as investment adviser.~~

(2)		Based solely on a Schedule 13G filed by Capital Research Global Investors with the SEC on February ~~10, 2010,~~13, 2013, which reported that it had sole dispositive power over all the indicated shares and sole voting power over 6,708,450 shares. The total includes 18,152,120 shares of Common Stock beneficially owned by The Growth Fund of America, Inc. as of December 31, 2009, as reported on a Schedule 13G filed by The Growth Fund of America, Inc. with the SEC of February 12, 2010.

~~(3)~~		Based solely on a Schedule 13G filed by Dodge & Cox with the SEC on February 12, 2010, which reported that it had sole dispositive and voting power over all the indicated shares, except for 42,872 shares as to which it has shared voting power.

~~(4)~~		Based on a Schedule 13G filed by BlackRock, Inc. with the SEC on January 29, 2010. On March 9, 2010, BlackRock, Inc. filed Amendment No. 1 to its Schedule 13G indicating that as of February 26, 2010 it had sole voting and dispositive power over ~~17,334,190 shares of Common Stock, representing 4.92% of~~all the ~~outstanding~~indicated shares.

AUDIT-RELATED MATTERS

Report of the Audit Committee

In accordance with its charter, the Audit Committee of the Company’s Board of Directors ~~(the “Audit Committee”)~~ assists the Board of Directors in fulfilling responsibilities in a number of areas. These responsibilities include, among others: (i) the appointment and oversight of the Company’s independent ~~auditor,~~registered public accounting firm (“independent auditor”), as well as the evaluation of the independent auditor’s qualifications, performance and independence; (ii) the oversight of the Company’s internal audit function; (iii) the review of the Company’s financial statements and the results of each external audit; (iv) the review of other matters with respect to the Company’s accounting, auditing and financial reporting practices and procedures as the Audit Committee may find appropriate or may be brought to its attention; and (v) the oversight of the Company’s compliance program. To assist it in fulfilling its oversight and other duties, the Audit Committee regularly meets separately with the internal auditor, the independent auditor and management.

Independent Auditor and Internal Audit Matters. The Audit Committee discusses with the Company’s independent auditor its plan for the ~~audit~~audits of the Company’s annual consolidated financial statements and ~~the independent auditor’s evaluation of~~ the effectiveness of the Company’s internal control over financial reporting, as well as reviews of the Company’s quarterly financial statements. During ~~2009,~~2012, the Audit Committee met regularly with the independent auditor, with and without management present, to discuss the results of its audits and quarterly reviews of the Company’s financial statements ~~as well as its evaluations of the Company’s internal controls~~ and the overall quality of the Company’s accounting principles. The Audit Committee has also appointed, subject to stockholder ratification, Ernst & Young LLP (“E&Y”) as the Company’s independent auditor for ~~2010,~~2013, and the Board concurred in its appointment.

The Audit Committee reviews and approves the annual internal audit plan and meets regularly with the representatives of the Company’s internal audit group, with and without management present, to review and discuss the internal audit reports, including reports relating to operational, financial and compliance matters.

Financial Statements as of December 31, ~~2009.~~2012. Management has the primary responsibility for the financial statements and the reporting process, including its systems of internal and disclosure controls (including

internal control over financial reporting). The independent auditor is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing opinions on the conformity of the consolidated financial statements with U.S. generally accepted accounting principles and on the Company’s internal control over financial reporting.

In this context, the Audit Committee has met and held discussions with management and the independent auditor with respect to the Company’s audited financial statements for the fiscal year ended December 31, ~~2009.~~2012. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles.

In connection with its review of the Company’s year-end financial statements, the Audit Committee has reviewed and discussed with management and the independent auditor the consolidated financial statements and the independent auditor’s evaluation of the Company’s internal control over financial reporting. The Audit

Committee also discussed with the independent auditor the matters required to be discussed by the Statement on Auditing Standards No. 61, ~~(Communications~~Communications with Audit ~~Committees)~~Committees, as amended, as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T, including the quality and acceptability of the Company’s accounting policies, financial reporting processes and controls. The Audit Committee also received from the independent auditor the written disclosures regarding the auditor’s independence required by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence, and the Audit Committee discussed with E&Y its independence. The Audit Committee further considered whether the provision by the independent auditor of any non-audit services described elsewhere in this Proxy Statement is compatible with maintaining auditor independence and determined that the provision of those services does not impair the independent auditor’s independence.

In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management, internal audit and independent auditor, which, in their reports, express opinions on the conformity of the Company’s annual financial statements with U.S. generally accepted accounting principles and the Company’s internal control over financial reporting. In reliance on the reviews and discussions referred to in this Report and in light of its role and responsibilities, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements of the Company be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, ~~2009~~2012 (the “2012 Form 10-K”) for filing with the SEC.

Members of the Audit ~~Committee~~Committee:

Donna A. James (Chair)

Thomas H. Castro

James E. Copeland, Jr. ~~(Chair)~~
~~David C. Chang~~
~~Donna A. James~~
~~Edward D. Shirley~~

Wayne H. Pace

Policy Regarding Pre-Approval of Services Provided by the Independent Auditor

The Audit Committee has established a policy (the “Policy”) requiring its pre-approval of all audit services and permissible non-audit services provided by the independent auditor, along with the associated fees for those services. The Policy provides for the annual pre-approval of specific types of services pursuant to policies and procedures adopted by the Audit Committee, and gives detailed guidance to management as to the specific services that are eligible for such annual pre-approval. The Policy requires the specific pre-approval of all other permitted services. For both types of pre-approval, the Audit Committee considers whether the provision of a non-audit service is consistent with the SEC’s rules on auditor independence, including whether provision of the service (i) would create a mutual or conflicting interest between the independent auditor and the Company; (ii) would place the independent auditor in the position of auditing its own work; (iii) would result in the independent auditor acting in the role of management or as an employee of the Company; or (iv) would place the independent auditor in a position of acting as an advocate for the Company. Additionally, the Audit Committee considers whether the independent auditor is best positioned and qualified to provide the most effective and efficient service, based on factors such as the independent auditor’s familiarity with the Company’s business, personnel, systems or risk profile and whether provision of the service by the independent auditor would enhance

the Company’s ability to manage or control risk or improve audit quality or would otherwise be beneficial to the Company.

The Audit Committee has delegated to its Chair the authority to address certain requests for pre-approval of services between meetings of the Audit Committee, and the Chair must report ~~his~~her pre-approval decisions to the Audit Committee at its next regular meeting. The Policy is designed to ensure that there is no delegation by the Audit Committee of authority or responsibility for pre-approval decisions to management of the Company. The Audit Committee monitors compliance by management with the Policy by requiring management, pursuant to the Policy, to report to the Audit Committee on a regular basis regarding the pre-approved services rendered by the independent auditor. Management has also implemented internal procedures to ensure compliance with the Policy.

Services Provided by the Independent Auditor

As described above, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditor. Accordingly, the Audit Committee has appointed E&Y to perform audit and other permissible non-audit services for the Company and its subsidiaries. The aggregate fees billed by E&Y to the Company for the years ended December 31, ~~2009~~2012 and ~~2008~~2011 are as follows:

Fees of the Independent Auditor

2009 2008

Audit Fees(1) $ 4,491,057 $ 4,440,369
Audit-Related Fees(2) 427,010 474,025
Tax Fees(3) 31,280 —
All Other Fees — —

Total Fees for Services Provided $ 4,949,347 $ 4,914,394


	2012		2011
Audit Fees⁽¹⁾	$	5,395,737	$	4,684,388
Audit-Related Fees⁽²⁾		781,251		1,497,761
Tax Fees⁽³⁾		776,894		175,425
All Other Fees		—		—

Total Fees for Services Provided	$	6,953,882	$	6,357,574


(1)		Audit Feeswere for audit services, including (a) the annual audit (including required quarterly reviews) and other procedures required to be performed by the independent auditors to be able to form an opinion on the Company’s consolidated financial statements; (b) the audit of the effectiveness of internal control over financial reporting; (c) consultation with management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Board (“FASB”) or other regulatory or standard-setting bodies; and (d) services that only the independent auditors reasonably can provide, such as services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings and assistance in responding to SEC comment letters.

(2)		Audit-Related Feeswere principally for services related to(a) agreed-upon procedures or expanded audit procedures to comply with contractual arrangements, or regulatory/franchise reporting requirements or other requirements; ~~and~~ (b) audits of employee benefit ~~plans.~~plans; (c) due diligence services pertaining to acquisitions; and (d) advice related to internal controls.

(3)

Tax Feeswere for services related to tax planning and tax ~~advice.~~advice, including advice with respect to an internal reorganization in 2012.

None of the services related to Audit-Related Fees or Tax Fees presented above was approved by the Audit Committee pursuant to a waiver of the pre-approval provisions as set forth in the applicable rules of the SEC.

EXECUTIVE COMPENSATION

~~COMPENSATION~~
~~Executive Compensation~~

Compensation Discussion and Analysis

This section of the Proxy Statement describes the Company’s compensation philosophy, principles and practices for those of its executive officers named in the Summary Compensation Table in this Proxy Statement–Messrs. Britt, Marcus, LaJoie and Lawrence-Apfelbaum and Ms. Esteves (the “named executive officers”), and explains how they were applied to determine these executives’ 2012 compensation.

Overview:

Executive Compensation Program

~~Introduction~~

The Company’s executive compensation program is designed to attract, retain, motivate and reward leaders who create value for the ~~Company’s~~Company and its stockholders. ~~Generally, the Company’s compensation program is intended to reward sustained financial and operating performance and~~The Company seeks to:

Pay-for-

Performance

Orientation

• pay for performance by rewarding executives for leadership excellence and sustained financial and operating performance in line with the Company’s strategic goals; and

• align executives’ interests and risk orientation with the Company’s business goals and the interests of the Company’s stockholders.

The Company’s executive compensation program consists of:

annual salary;

annual cash bonus dependent on performance against several financial metrics; and

equity awards, a significant portion of which are subject to complete forfeiture if performance-based vesting conditions are not met.

The Company believes that the program’s mix of short- and long-term elements appropriately incentivizes executives to achieve the Company’s goals and aligns executives’ interests with those of stockholders. 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 since the Company’s Separation from Time Warner in March 2009. Stockholders are highly supportive of the Company’s executive compensation program. More than 95% of votes cast in the Company’s 2012 “say on pay” advisory compensation referendum were in favor of the program, an increase from 2011’s nearly 90% support. As a result, and in light of its own analysis of the effectiveness of its compensation program, the Company did not feel that significant changes in the compensation structure were mandated for 2012 or 2013.

2012 Highlights:

Company Performance

The Company’s steady operating and financial results continued in 2012 despite challenging economic conditions, a robust competitive environment, rapid technological change and regulatory uncertainty. The Company believes that its executive officers have created significant stockholder value over the past several years:

Consistent Financial and Operating Performance

Increased revenue 8.7% during 2012 and 19.7% over the last three fiscal years, including the integration of acquisitions, primarily Insight Communications Company, Inc. (“Insight”), acquired in February 2012

Increased the Company’s revenue from business services 29.4% during 2012, including revenue from NaviSite, Inc., an information technology solutions and cloud services company acquired in April 2011, and Insight

Increased operating income 9.2% during 2012

Increased diluted earnings per share almost 39% to $6.90 in 2012 from $4.97 in 2011

•
Continued rolling out new products and features, like the TWC TV^TMapp for the iPad^® and other devices, that advanced the Company’s mission to give customers access to any content whenever and wherever they want on the device of their choosing, and launched two regional sports networks in Los Angeles, one entirely in Spanish

Enhanced the customer experience with faster internet speeds, an improved guide and more skillful customer service

Significant Return of Capital

Started paying a quarterly dividend in March 2010; increased it by 20% in 2011, 17% in 2012 and 16% in 2013 (dividend yield of 2.58% as of January 30, 2013, the date the increase was approved)

Paid $700 million in dividends in 2012; $1.9 billion in aggregate quarterly dividend payments through 2012

Repurchased $1.9 billion of Common Stock in 2012, aggregating $5.0 billion since the repurchase program started in November 2010, representing approximately 19% of the Common Stock then outstanding, while maintaining the Company’s leverage ratio in its target range

Paid a special cash dividend of $10.9 billion to stockholders in connection with its March 2009 Separation from Time Warner

Impressive Total Stockholder Return

Delivered 57% stockholder return in 2012 and significant total return to stockholders over the longer term: 156% three-year cumulative total return and 221% five-year cumulative total return through December 31, 2012

Positive relationship between compensation of the chief executive officer and the named executive officers and total stockholder return (see “Positive Relationship between Total Stockholder Return and Compensation,” below)

LOGO

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, 2009 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.

Executive Compensation Principles and Practices

Compensation Practices Checklist

The Company and the Compensation Committee regularly monitor best practices and emerging trends in executive compensation, and the Company, from time to time, communicates with significant institutional stockholders and other interested constituencies to discuss the design and operation of its executive compensation and governance programs. The Company made numerous enhancements to strengthen its compensation practices since the Separation in March 2009.

The listing below identifies compensation practices that are (and, where noteworthy, are not) incorporated into the Company’s compensation programs as of the date of this Proxy Statement and identifies, to the extent relevant, the location of the discussion of the practice in this Proxy Statement.


Compensation Practice	TWC’s Compensation Practices	Discussion in Proxy Statement
Stock ownership requirements with a retention component and hedging restrictions	YES	Compensation Discussion & Analysis (“CD&A”)—“Ownership and Retention Requirements; Hedging Policy”
Multiple performance metrics for annual incentive	YES	CD&A—“2012 Short-Term Incentive Program—Annual Cash Bonus”
Clawback capabilities	YES	“Employment Agreements”
Change in control “double-trigger” on equity award vesting acceleration and severance benefits	YES	“Potential Payments upon a Change in Control”
Limits on executive annual incentive compensation (bonuses capped at 150% of target bonus)	YES	CD&A—“2012 Short-Term Incentive Program—Annual Cash Bonus”
Performance-based vesting conditions for long-term equity incentive awards (“LTI”); awards are forfeited if conditions are not met	YES	CD&A—“2012 Long-Term Incentive Program—Equity-Based Awards”
Pay tallies used to assist in compensation decisions	YES	CD&A—“The Use of Pay Tallies”
Limits on Pension Plan benefits (eligible compensation capped at $350,000 per year)	YES	“Pension Plans”
Restrictive covenants and non-compete protections	YES	“Employment Agreements”
Peer-of-peer analysis	YES	CD&A—“The Role of Competitive Comparisons”
Competitive employment market analysis	YES	CD&A—“The Role of Competitive Comparisons”
Limited number of perquisites	YES	CD&A—“Perquisites”
“Golden parachute” gross-ups	NO	n.a.
Above market or guaranteed earnings in non-qualified deferred compensation program	NO	n.a.
Supplemental executive health benefits	NO	n.a.
Repricing of stock options without express stockholder approval	NO	n.a.
Executive officers with pledged TWC Common Stock	NONE	“Security Ownership”

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 and strategic goals:


	•	Annual Base Salary: The base salary paid to the Company’s named executive officers and other employees is intended to focus the recipient on his or her day-to-day duties.

Consistency between Philosophy and Design	•	Short-Term Performance-Based Incentive: The Company’s annual cash bonus program is designed to motivate the executive officers to meet and exceed Company operating and financial goals and, in the case of other employees, to make individual contributions to the Company’s strategic and operational objectives. For additional information, see “—2012 Short-Term Incentive Program—Annual Cash Bonus.”
	•	Long-Term Performance-Based Incentive: The Company’s LTI program is designed to retain participants and motivate them to meet and exceed the Company’s goals that are likely to result in long-term value creation for stockholders. For additional information, including the addition of performance-based vesting conditions starting in 2011, see “—2012 Long-Term Incentive Program—Equity-Based Awards.”

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


Principle	Compensation Goal	Compensation Practice
Pay for performance	Provide an appropriate level of performance-based compensation tied to the achievement of Company financial performance goals.	The compensation structure has a mix of base salary and variable or performance-based awards. For 2012, 92% of the CEO’s target total direct compensation and at least 73% of each of the other named executive officers’ target total direct compensation was variable and performance-based. All of the RSUs and one-third of the stock options awarded are subject to financial performance-based vesting conditions.
Align executives’ interests with stockholders’	Deliver equity compensation to align executives’ interests with those of stockholders.	Equity awards comprised 47% or more of each executive officer’s target total direct compensation. The 2012 LTI program consisted of Company stock options and RSUs that vest over a period of time and are contingent on Company performance. In addition, each of the Company’s senior officers, including the named executive officers, is subject to stock ownership requirements and compensation recoupment.

Principle Compensation Goal Compensation Practice
Balance incentives Focus executives on both short-term and long-term objectives. The Company believes its mix of short-term and long-term incentives, with a larger proportion of long-term incentives, encourages focus on both long-term strategic objectives and shorter-term business objectives without introducing excessive risk.
Encourage appropriate risk-taking Encourage neither excessive risk-taking nor inappropriate conservatism in decision-making.
Compensate competitively Consider the competitive marketplace for talent inside and outside the Company’s industry to attract and retain talented executives in light of the risk of losing (and the difficulty of replacing) the relevant executive. Total target and actual compensation are established to be externally competitive and internally equitable.
Consider internal equity Seek to ensure comparable compensation for executives with comparable roles and organizational value.

2012 Executive Compensation Decisions

General Factors Considered in Determining Compensation Levels

The Compensation Committee has generally reviewed each named executive officer’s target compensation annually or when his or her role or responsibilities change. The following factors, among others, are considered in determining compensation:

the Company’s overall performance;

stockholder return;

executive-specific items, such as the compensation previously provided to the executive, the executive’s performance and potential, the importance of retaining the executive, the executive’s role and tenure in the role and the executive’s importance to succession planning;

the value and structure of compensation provided to individuals in similar positions at peer companies to ensure competitiveness and within the Company to ensure internal equity; and

whether the proposed compensation is consistent with the Company’s compensation philosophy and key compensation principles, each as described above.

2012 Base Salary and Target Incentive Compensation Determinations

Each named executive officer’s target total direct compensation (“TDC”) for 2012 and 2011 are set out below. Target TDC is comprised of annual base salary, target annual cash bonus (short-term incentive) and target LTI. As noted below, the Compensation Committee, working with its independent consultant, reviewed a wide range of information regarding compensation practices in deciding on these compensation packages. For 2012, the Compensation Committee made no changes to target TDC for Mr. Marcus and Ms. Esteves.

The Company believes that its compensation philosophy and key principles were properly reflected in the 2012 target and actual compensation for each named executive officer, including base salary, short-term and long-term incentives, and the mix of compensation elements. As noted below, the target TDC for each of the named executive officers is generally below or consistent with median compensation for the most comparable executive positions within the Primary Peer Group.

Target Total Direct Compensation

2012 Compared to 2011


Name	Base Salary				Target Annual Bonus				Target LTI				Target Total Direct Compensation				Target TDC Change
Name	2012		2011		2012		2011		2012		2011		2012		2011		Target TDC Change
Glenn A. Britt	$	1,250,000	$	1,250,000	$	6,250,000	$	6,250,000	$	8,500,000	$	7,500,000	$	16,000,000	$	15,000,000		7	%
Robert D. Marcus	$	1,000,000	$	1,000,000	$	2,500,000	$	2,500,000	$	4,500,000	$	4,500,000	$	8,000,000	$	8,000,000		—
Irene M. Esteves	$	800,000	$	800,000	$	1,200,000	$	1,200,000	$	3,000,000	$	3,000,000	$	5,000,000	$	5,000,000		—
Michael LaJoie	$	645,000	$	625,000	$	645,000	$	625,000	$	1,125,000	$	1,094,000	$	2,415,000	$	2,344,000		3	%
Marc Lawrence-Apfelbaum	$	650,000	$	620,000	$	650,000	$	600,000	$	1,575,000	$	1,280,000	$	2,875,000	$	2,500,000		15	%

Mr. Britt. In July 2011, in light of the importance of retaining Mr. Britt in his position and in furtherance of the Company’s succession planning strategy, the Company and Mr. Britt amended Mr. Britt’s employment agreement, among other things, to extend the term for one year through December 31, 2013 and to increase Mr. Britt’s target LTI value by $1 million commencing in 2012. The increased target LTI served to further weight Mr. Britt’s pay mix toward long-term and performance-based incentives. Mr. Britt’s 2012 annual base salary and annual bonus target were unchanged from their 2010 levels, initially established in August 2009. See “—Employment Agreements—Glenn A. Britt.”

In setting Mr. Britt’s compensation, the Compensation Committee considered compensation levels for chief executive officers at the Primary Peer Group, Secondary Peer Group and general survey data (as described in more detail below under “—The Role of Competitive Comparisons”). The Compensation Committee noted that Mr. Britt’s target TDC (i.e., base salary, target annual bonus and target LTI award value) was below the median for chief executive officers in the Primary Peer Group.

Glenn A. Britt

2012

Target Direct Compensation

Total: $16,000,000

LOGO

The Compensation Committee also determined that it was appropriate to continue to weight Mr. Britt’s compensation most heavily toward performance-based compensation in the belief that this compensation structure would best focus Mr. Britt on achieving the Company’s strategic and business objectives. During 2012, and since 2009, Mr. Britt’s target TDC was approximately 92% performance-based.

Mr. Marcus. The Compensation Committee reviewed Mr. Marcus’s 2012 compensation in December 2011 in light of the importance of his position as President and Chief Operating Officer and his role in the Board of Directors’ succession planning strategy. The Compensation Committee considered compensation levels for similar positions at the Primary Peer Group, Secondary Peer Group and general survey data and decided to maintain the

2011 level of target compensation, which was established when Mr. Marcus took on the role of President and Chief Operating Officer. In reviewing Mr. Marcus’s compensation, the Compensation Committee noted that Mr. Marcus’s target TDC was slightly above the median for similarly situated officers in the Primary Peer Group.

Robert D. Marcus

2012

Target Direct Compensation

Total: $8,000,000

LOGO

The Compensation Committee also determined that it was appropriate to continue to weight Mr. Marcus’s target compensation most heavily (87%) toward performance-based compensation in the belief that this compensation structure would best focus Mr. Marcus on achieving the Company’s strategic and business objectives. In addition, in recognition of Mr. Marcus’s past service as Chief Financial Officer and Chief Operating Officer simultaneously and the Company’s desire to retain his services, in 2012, the Compensation Committee awarded Mr. Marcus a special equity award with performance-based vesting conditions. See “—2012 Long-Term Incentive Program—Equity-Based Awards” and “—Employment Agreements—Robert D. Marcus.”

Ms. Esteves. Ms. Esteves joined the Company as Executive Vice President and Chief Financial Officer in July 2011. In reviewing her 2012 compensation in December 2011, the Compensation Committee considered compensation for chief financial officers at the Primary Peer Group, Secondary Peer Group and general survey data and the Company’s desire to retain an executive of Ms. Esteves’s stature, experience and reputation. In light of its review, the Compensation Committee determined that maintaining Ms. Esteves’s 2011 target TDC for 2012 was appropriate.

Irene M. Esteves

2012

Target Direct Compensation

Total: $5,000,000

LOGO

In setting Ms. Esteves’s compensation, the Compensation Committee noted that Ms. Esteves’s target TDC was below the median for chief financial officers in the Primary Peer Group and that performance-based compensation represented 84% of her target TDC. Pursuant to her employment agreement, in 2012, Ms. Esteves received a payment of $240,000 relating to her joining the Company in 2011, which payment is not included in her 2012 target TDC. See “—Employment Agreements—Irene M. Esteves.”

Mr. LaJoie. In December 2011, the Compensation Committee reviewed 2012 compensation for Mr. LaJoie, considered compensation for comparable positions at the Primary Peer Group, Secondary Peer Group and general survey data, and increased his target TDC to reflect market compensation practices and the

importance of retaining him in his position. In setting Mr. LaJoie’s compensation, the Compensation Committee noted that his 2012 target TDC was below the median of the most comparable positions within the Primary Peer Group and that performance-based compensation represented 73% of his target TDC, which the Company believes focuses the executive on achieving the Company’s strategic and business objectives. See “—Employment Agreements—Michael LaJoie.”

Michael LaJoie

2012

Target Direct Compensation

Total: $2,415,000

LOGO

Mr. Lawrence-Apfelbaum. In February 2012, Mr. Lawrence-Apfelbaum and the Company entered into a new employment agreement with a fixed term through February 15, 2015. Mr. Lawrence-Apfelbaum’s new employment agreement is generally consistent with those of the Company’s ~~stockholders. This~~other executive officers and eliminated the following provisions, among others, that were included in his prior agreement:

a “retirement option,” which provided him the right, once he attained age 55 with 5 years of service, to elect to terminate his employment and receive payments and benefits for a period of 42 to 48 months; and

the right to be treated as terminated without cause if the Company failed in any contract year to renew the agreement for another three years on substantially similar terms.

In connection with the new agreement, the Compensation ~~Discussion~~Committee increased Mr. Lawrence-Apfelbaum’s target TDC, including an annual salary increase and ~~Analysis reviews~~adjustments to his target short- and long-term incentives to weight his compensation more heavily toward long-term compensation to reflect market compensation practices and the importance of retaining him in his position. The Compensation Committee also determined that it was appropriate to continue to weight his target TDC most heavily toward performance-based compensation (77%) since the Compensation Committee and the Company believe that such compensation focuses the executive on achieving the Company’s strategic and business objectives. The Compensation Committee considered compensation ~~philosophy, principles~~for comparable positions at the Primary Peer Group, Secondary Peer Group and ~~practices~~general survey data and noted that his 2012 target TDC was below the median of the most comparable position within the Primary Peer Group. See “—Employment Agreements—Marc Lawrence-Apfelbaum.”

Marc Lawrence-Apfelbaum

2012

Target Direct Compensation

Total: $2,875,000

LOGO

2012 Short-Term Incentive Program—Annual Cash Bonus

The Company’s annual cash bonus payments to the named executive officers for 2012 were based on the Company’s financial performance results under the 2012 Time Warner Cable Incentive Plan (the “2012 TWCIP”).

2012 TWCIP Financial Goals and Results. As in 2011, Management (as defined below) proposed the use of three metrics to determine 2012 Company financial performance for the named executive ~~officers,~~officers. To focus these executives on both “top line” and ~~describes how they~~“bottom line” results as well as the Company’s growth opportunities, the Compensation Committee adopted the following metrics with the same weighting used for 2011: (i) Operating Income (Loss) before depreciation of tangible assets and amortization of intangible assets (“OIBDA” and, after certain mandatory adjustments, “OIBDA (as adjusted)”) less capital expenditures (75% weighting); (ii) business services revenue (i.e., revenue from sales of the Company’s products and services to businesses) (12.5% weighting); and (iii) Company-wide revenue (12.5% weighting). The Company’s performance against these financial goals accounted for, in aggregate, 100% of the 2012 TWCIP calculation for these executives.

In adopting Management’s proposal for the 2012 TWCIP, the Compensation Committee believed that OIBDA (as adjusted) less capital expenditures would be an important indicator of the operational strength and performance of the Company’s business in 2012, including the ability to provide cash flows to service debt, pay dividends, repurchase shares and prudently invest in new growth opportunities. This metric also captures the Company’s ability to adjust expenses and capital spending as necessary to ensure its financial health in challenging economic environments and is a key metric used by investors, analysts and others in evaluating the Company’s performance. At the same time, the Compensation Committee believed that it was appropriate to continue to establish a total revenue target to encourage across-the-board growth in the face of strong competition and a business services revenue target in light of the importance of investing in and building the Company’s business services operations as its residential product lines continue to mature.

The following financial threshold and maximum goals were ~~applied~~established based upon a review of the prior year’s results in these areas, the Company’s 2012 budget and other factors:

2012 TWCIP Performance Criteria

For Named Executive Officers


			2012 Performance Criteria
2012 Company Performance—Financial Metrics	Percentage Allocation		Threshold Award (50% of target)		Maximum Award (175% of target)
			(in millions)
OIBDA (as adjusted) less capital expenditures		75.0%	$	4,289	$	4,755
Total revenue		12.5%		20,182		21,105
Business services revenue		12.5%		1,748		2,055

Total		100.0%

The Compensation Committee determined that each threshold goal set an appropriate level of performance to earn an annual bonus award. If the Company failed to meet a threshold level of financial performance for a given metric, no bonus payment would be made with respect to that financial performance component. Similarly, the maximum goals were considered to present very significant challenges and were not likely to be attained. As a result, if a 2012 financial metric exceeded its maximum goal, the Company financial performance “score” with respect to that metric would be 175%.

If the Company’s result for a 2012 financial metric was above the threshold but below the maximum goal, the Compensation Committee would determine ~~2009~~the financial performance score for that metric 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 results were exactly at the midpoint between the threshold and maximum goals for that metric, the straight line interpolation would be 112.5%, the midpoint between 50% and 175%. In no event would the Compensation Committee be able to assign a score outside of the 50% and

175% parameters established by the 2012 TWCIP. The payouts under the 2012 TWCIP were also capped so that no participant could receive a payout of more than 150% of his or her target annual bonus.

2012 TWCIP Determination. In early 2013, the Compensation Committee reviewed the Company’s 2012 OIBDA (as adjusted) less capital expenditures for 2012 TWCIP purposes as well as the Company’s revenue and business services revenue. As mandated by the terms of the 2012 TWCIP, reported OIBDA less capital expenditures was adjusted to reflect identified items, such as accounting changes, the impact of acquisitions, such as Insight, and other items that affect reported OIBDA and capital expenditures but that are beyond the control of management or otherwise not indicative of management’s performance. For 2012, these mandatory adjustments had the net impact of decreasing OIBDA less capital expenditures for compensation purposes by $213 million in aggregate.

The Company’s 2012 total revenue, business services revenue and OIBDA (as adjusted) less capital expenditures for 2012 TWCIP purposes of $20.484 billion, $1.847 billion and $4.516 billion, respectively (in each case, excluding revenue related to 2012 acquired entities), each exceeded the threshold goal but was below the maximum goal, and represented growth over 2011. The Compensation Committee noted the straight-line interpolation between each set of threshold and maximum target levels and used these interpolations as the starting point for its final determination of performance for 2012 TWCIP purposes.

Pursuant to the 2012 TWCIP, in evaluating performance, the Compensation Committee considered, among other factors:

the quality of the Company’s 2012 financial performance;

the Company’s performance relative to its budget;

the Company’s growth from its 2011 results;

the Company’s performance relative to that of other cable operators;

Management’s recommendation for the Company financial performance score; and

the external business environment and market conditions.

After deliberation, the Compensation Committee determined that the interpolated scores set out below appropriately reflected the Company’s performance under the 2012 TWCIP and were consistent with the goals and expectations of the Compensation Committee in setting the 2012 TWCIP goals. This determination, which resulted in a weighted average Company performance score of approximately 105.9%, reflected the Compensation Committee’s positive view of the Company’s accomplishments during the year (as outlined above under “2012 Highlights: Company Performance”) in a difficult economic and competitive environment.


2012 Company Performance—Financial Metrics	2012 Results		Threshold/ Maximum Interpolation		Final TWCIP Score
	(in millions)
OIBDA (as adjusted) less capital expenditures	$	4,516		111%		111%
Total revenue		20,484		91%		91%
Business services revenue		1,847		90%		90%
Weighted Average				105.9%		105.9%

2012 Annual Bonus Amounts. The table below indicates the final annual cash bonus paid to each named executive officer for 2012, which is also included under the heading “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table below, together with the target annual bonus.


Executive Officer	2012 Actual Annual Bonus Award		2012 Target Annual Bonus Award
Glenn A. Britt	$	6,617,188	$	6,250,000
Robert D. Marcus	$	2,646,875	$	2,500,000
Irene M. Esteves	$	1,270,500	$	1,200,000
Michael LaJoie⁽¹⁾	$	679,365	$	641,667
Marc Lawrence-Apfelbaum⁽¹⁾	$	679,365	$	641,667

(1)

The target annual bonus for Messrs. LaJoie and Lawrence-Apfelbaum is prorated to reflect the March 1, 2012 effective date of the 2012 target TDC increase.

Section 162(m) Compliance. In order to ensure that the short-term incentive awards are deductible 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 2012 that determined the maximum bonus pool from which the named executive ~~officers.~~

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 2012 maximum bonus pool was established equal to 7.5% of the amount by which the Company’s 2012 OIBDA (as adjusted) of $7.468 billion exceeded $6.6 billion. Each annual bonus was subject in all cases to a 162(m) Bonus Plan cap equal to the lesser of 200% of the officer’s target annual bonus and $15 million, in addition to the TWCIP maximum bonus of 150% of the individual’s target annual bonus. In awarding 2012 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 2012 TWCIP as described above.

2012 Long-Term Incentive Program—Equity-Based Awards

The Company’s 2012 LTI program consisted of a combination of RSUs and stock options awarded under the Company’s 2011 Stock Incentive Plan (the “Stock Plan”). Starting in 2011, 60% of the target value of the executive officers’ LTI awards, including all awards of RSUs, was subject to complete forfeiture if specified “performance-based” vesting conditions are not satisfied.

2012 Target Long-Term Incentive Mix. Executives with a high level of strategic impact on the Company’s success receive a greater relative proportion of their LTI compensation in the form of stock options (as compared with RSUs) than other employees. The Company and the Compensation Committee believe this is appropriate because the ultimate value of stock options is more stock performance-dependent than RSUs. Under the 2012 LTI program (like the programs since 2008), the Company’s executive officers, including the named executive officers, received their annual LTI compensation 60% in the form of stock options and 40% in the form of RSUs, some of which were subject to an additional financial performance-based vesting condition (as described below).

2012 Equity Awards—Determinations. The number of stock options awarded to each named executive officer was determined by reference to the target stock option value for such executive and the Black-Scholes valuation for the Company’s stock options using the average closing stock price over a ten-day period selected in advance by the Compensation Committee. The number of RSUs awarded to each named executive officer was determined by reference to the target RSU value for such executive and the average closing price of the Company’s Common Stock over the same ten-day period. In addition to his annual LTI award, in February 2012, the Compensation Committee awarded Mr. Marcus a special award of RSUs with performance-based vesting conditions. These RSUs, with a target value of $1.5 million, served to recognize Mr. Marcus’s past service as

chief financial officer and chief operating officer simultaneously and the Company’s desire to retain his services in light of the Company’s long-term succession planning strategy.

2012 Equity Awards—Performance-Based Conditions and other Terms. In developing the 2012 LTI program, consistent with the 2011 program, the Compensation Committee elected to include equity awards that would be completely forfeited if the Company fails to satisfy specified performance goals. Each executive officer received 60% of his or her LTI (including all RSU grants and one third of the stock option target value) in the form of grants with performance-based vesting conditions. The Company expects to continue this practice in 2013 and beyond. For 2012, the Compensation Committee established a one-year measurement period for the performance-based vesting condition and set 2012 OIBDA (as adjusted) less capital expenditures of $4.289 billion as the 2012 LTI award performance threshold, the same threshold as under the 2012 TWCIP. The Compensation Committee believed that utilizing this one-year performance threshold for 60% of the target value of the awards (all of the RSUs and one-third of the stock options) was appropriate in light of general market practice, the inherent performance aspects of equity awards and the types of vehicles and mix used by the peer groups. In conjunction with the determination of the performance score under the 2012 TWCIP, in early 2013, the Compensation Committee certified 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 2012 annual LTI awards were made on February 16, 2012. The stock options were granted with an exercise price equal to the closing price of the Company’s Common Stock on the grant date. Once the financial performance conditions discussed above are satisfied, all the stock options vest in four equal installments on each of the first four anniversaries of the date of grant and have a ten-year term from the date of grant and the RSUs vest in two 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 for stock options and RSUs encourage executive retention and emphasize a longer-term perspective. The 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.

Compensation Decision Process

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:

salaries;

short-term incentives;


	•	~~salaries;~~

	•	~~short-term incentives;~~

	•	~~long-term incentives, including equity-based awards;~~

	•	~~employment agreements for the named executive officers, including any change of control or severance provisions or personal benefits set forth in those agreements;~~

	•	~~severance and change of control arrangements, if any, for the named executive officers that are not part of their employment agreements; and~~

	•	~~employee benefits and perquisites.~~

long-term incentives, including equity-based awards;

employment agreements for the named executive officers, including any change-in-control or severance provisions or personal benefits set forth in those agreements;

severance and change-in-control arrangements, if any, for the named executive officers that are not part of their employment agreements; and

employee benefits and perquisites.

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 Glenn A. Britt, Chairman and Chief Executive Officer;

Paul L. Gilles, Senior Vice President, People Strategy and Compensation; Robert D. Marcus, President and Chief ~~Executive Officer (and Chairman, as of March 12, 2009), Paul Gilles, Group Vice President, Compensation, Benefits~~Operating Officer; and ~~Human Capital, Robert Marcus, Senior~~Peter C. Stern, Executive Vice President and Chief ~~Financial~~Strategy, People and Corporate Development Officer ~~and Tomas Mathews, Executive Vice President, Human Resources~~(as well as his predecessor in overseeing human resources) (collectively, “Management”), provide recommendations for the Compensation Committee’s consideration (other than with respect to the Company’s Chairman and ~~provide~~CEO). 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.

~~Through September 2009, Executive Compensation Advisors, a Korn/Ferry company (“ECA”), acted as~~

During 2012, the Compensation ~~Committee’s independent compensation consultant. During 2009, the Committee’s primary ECA advisor established~~Committee retained ClearBridge Compensation Group (“ClearBridge”) ~~and, effective October 1, 2009,~~as its sole compensation advisor. The Company paid ClearBridge an annual retainer, plus additional amounts for special projects that the Compensation Committee ~~terminated its ECA relationship and retained ClearBridge in this role.~~requested. In connection with ~~this~~

~~change,~~ 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. ~~As used in this document, the “independent compensation consultant” or “ICC” means, for all periods through September 2009, ECA and, for all periods thereafter,~~

During 2012, ClearBridge ~~in each case in its capacity as the Compensation Committee’s independent compensation consultant.~~

~~During 2009, the Company paid the ICC an annual retainer, plus additional amounts for special projects that the Compensation Committee requested. The ICC~~ reported directly to the Compensation Committee, providing assistance and advice to it in carrying out its principal responsibilities. ClearBridge also assisted the Compensation Committee and Nominating and Governance Committee in connection with their review of non-employee director compensation. The Compensation Committee consulted with ~~the ICC~~ClearBridge with respect to all significant ~~2009~~2012 compensation decisions and determinations. In this advisory role, ~~the ICC~~ClearBridge attended and participated in all Compensation Committee meetings, including executive sessions when appropriate. In connection with ~~the ICC’s~~ClearBridge’s role as advisor to the Compensation Committee, Management ~~(as defined below)~~ from time to time seeks input from ~~the ICC~~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 ~~Philosophy~~Committee reviewed information about compensation practices and ~~Key Principles~~

~~The Company’s~~values from two groups of companies to assist it in establishing 2012 compensation ~~philosophy is to attract, retain, motivate~~levels and ~~reward executives who create value~~practices for the ~~Company’s stockholders. In establishing~~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 ~~programs consistent with its philosophy,~~design, mix and levels but does not target any particular percentile or pay range within the ~~Company~~data sets in setting compensation. Information on the Primary and Secondary Peer Groups is ~~guided by~~presented in the ~~following key principles:~~

table below.


	•	~~Pay for performance—~~Executive compensation programs should contain an appropriate level of variable, performance-based compensation tied to the achievement of both Company financial performance goals and established individual performance goals.	Primary Peer Group⁽¹⁾	Secondary Peer Group⁽²⁾
Role in Compensation Analysis
	•	~~Alignment with stockholders—~~~~Executive compensation programs should contain an appropriate level of equity compensation to align executives’ interests with those of stockholders.~~

	•	~~Balanced incentives—~~~~Executive compensation programs should focus executives on both~~Data from the ~~Company’s short-term and long-term objectives.~~

	•	~~Encourage appropriate risk-taking—~~~~Executive compensation programs should neither incentivize excessive risk-taking nor encourage inappropriate conservatism in decisionmaking.~~

	•	~~Compensate competitively—~~~~Total compensation delivered to executives should reflect~~Primary Peer Group are the ~~competitive marketplace for talent inside and outside the Company’s industry, which must be considered in light of the risk of losing (and the difficulty of replacing) the relevant executive.~~

	•	~~Consider internal equity~~—Total compensation delivered to executives should reflect their value to the organization, and executives performing similar roles and providing comparable value to the organization, and with comparable tenure, should generally receive comparable total compensation.

~~Compensation Program Design Overview~~

The core elements of the Company’s compensation program—base salary, short-term incentives and long-term incentives—are intended to focus the Company’s named executive officers on different but complementary aspects of the Company’s goals. The program is designed to deliver compensation at levels and in a manner consistent with the Company’s compensation philosophy and key principles.

~~Annual Base Salary:~~ ~~The base salary paid to the Company’s named executive officers and other employees is intended to focus the recipient on his or herday-to-day~~ ~~duties.~~

~~Short-Term Incentive:~~ The Company’s short-term incentive program—an annual cash bonus plan—is designed to motivate the Company’s named executive officers and other corporate employees to help meet and exceed annual financial and non-financial goals established annually by the Compensation Committee. For

~~additional information regarding the structure of the 2009 short-term incentive program, see “—2009 Short-Term Incentive Program and Awards.”~~

~~Long-Term Incentive:~~ The Company’s long-term incentive (“LTI”) program is designed to retain the named executive officers and other participants and motivate them to meet and exceed those of the Company’s goals that are likely to result in long-term value creation. Since 2007, the LTI program has consisted of Company stock options and restricted stock units (“RSUs”), which vest over a period of time. For additional information regarding the structure of the 2009 LTI program, see “—2009 Long-Term Incentive Program and Awards.”

The Company believes the compensation provided to its named executive officers, including the mix of compensation elements, is consistent with the Company’s compensation philosophy and key principles. The LTI program drives~~alignment with stockholders. The mix of base salary and “variable” or performance-based incentives supports~~~~pay for performance~~~~. The mix of short-term and long-term incentives is consistent with~~~~balanced incentives~~~~and~~~~encourages appropriate risk-taking~~. For 2009, each of the named executive officers had more target incentive compensation in the form of long-term (as compared with short-term) incentives. The Company believes this encourages the named executive officers to focus at least as much on achieving long-term strategic objectives as on achieving shorter-term business objectives. Total target and actual compensation, as well as each compensation element, are established to~~compensate competitivelyand foster~~~~internal equity~~.

During 2009, the Compensation Committee considered introducing equity awards that would vest upon the satisfaction of specified performance goals. The Compensation Committee determined that the existing equity program already accomplishes the Company’s objectives of retaining executives and motivating them to meet and exceed Company goals that are likely to result in long-term value creation. The Company expects that the Compensation Committee will review this determination periodically.

~~2009 Compensation Levels~~

Generally, the Compensation Committee reviews each named executive officer’s target compensation annually. In addition, the Compensation Committee may review a named executive officer’s compensation in connection with the renewal of his or her employment agreement or if the executive’s role or responsibilities change. In each case, Management conducts an initial review and makes a recommendation to the Compensation Committee. Management considers the following factors, among others, in making these recommendations, and the Compensation Committee considers these factorsCompensation Committee’s main reference point in determining ~~whether to accept such recommendations:~~


	•	~~the Company’s overall performance;~~

	•	~~stockholder return;~~

	•	~~compensation previously provided to the executive;~~

	•	the value of compensation provided to comparably situated individuals ~~in similar positions~~ at peer ~~companies; and~~companies	•	The Secondary Peer Group provides an additional reference point in the Compensation Committee’s compensation deliberations
Characteristics		•	16 public companies	•	20 public companies
	•	~~whether the recommendations are~~•	Media and communications industries	•	Broader industry environment
		•	Median annual revenue consistent with the Company’s ~~compensation philosophy~~revenue	•	Annual revenue between 50% and ~~key compensation principles, each as described above.~~200% of the Company’s revenue, and median
		•	Principal competitors for available executive talent⁽³⁾		revenue consistent with the Company’s
		•	Principal competitors for available executive talent⁽³⁾	•	Objective, mechanical selection methodology based on size
Composition		•	AT&T Inc.	•	Amgen Inc.
		•	Cablevision Systems Corporation	•	AES Corporation
		•	CBS Corporation	•	Alcoa Inc.
		•	CenturyLink, Inc.	•	Altria Group Inc.
		•	Charter Communications, Inc.	•	Bristol-Myers Squibb Company
		•	Comcast Corporation	•	Deere & Company
		•	DIRECTV	•	Dominion Resources, Inc.
		•	DISH Network Corporation	•	EMC Corporation
		•	Liberty Media Corporation⁽⁴⁾	•	Emerson Electric Co.
		•	News Corporation	•	Exelon Corporation
		•	QWEST Communications International, Inc.	•	Halliburton Company
		•	Sprint Nextel Corporation	•	International Paper Company
		•	The Walt Disney Company	•	Kimberly-Clark Corporation
		•	Time Warner Inc.	•	Macy’s Inc.
		•	Verizon Communications, Inc.	•	McDonald’s Corporation
		•	Viacom Inc.	•	Medtronic, Inc.
				•	Raytheon Company
				•	Tyco International Limited
				•	Union Pacific Corporation
				•	Xerox Corporation

The Company generally reviews senior executive base salary and target short-term and long-term incentives each year in light of changes in responsibilities, performance and competitive factors. In the Company’s recent history, this review has resulted in increased salary and in some cases changes in short- and long-term target compensation for the named executive officers (other than for Mr. Britt). However, in light of prevailing uncertainty about the U.S. economy in late 2008 and its impact on the Company’s business, Management recommended to the Compensation Committee that, for 2009, the Company freeze base salaries and short- and long-term compensation targets at 2008 levels for the named executive officers and nearly all other Company employees with the title of Vice President or above. The Compensation Committee accepted this recommendation after considering the factors noted above and reviewing market compensation data for

(1)

This Primary Peer Group has been used since 2009, with the addition of Time Warner Inc. following the Separation in March 2009. Under previously established guidelines, the Compensation Committee reviewed the Primary Peer Group in 2011, added CenturyLink, Inc. and confirmed the continued use of this Primary Peer Group in reviewing 2012 compensation. The Group’s 2011 median annual revenue of $21.3 billion was consistent with the Company’s 2011 annual revenue of $19.7 billion. However, the Primary Peer Group was selected primarily based on the Company’s beliefs regarding its competitors for executive talent, not based on the companies’ size relative to the Company.

(2)

In 2008, the Compensation Committee established criteria and processes for selecting and reviewing the appropriate companies for inclusion in the Secondary Peer Group so that it represents companies from a broad range of industries (effectively all industries except financial services, healthcare and those covered by the Primary Peer Group) with annual revenue between 50% and 200% of the Company’s 2010 annual revenue ($9.5 billion to $37.8 billion when the criteria were established) and median annual revenue generally consistent with the Company’s. During 2011, consistent with its established process, the Compensation Committee conducted its triennial review of its Secondary Peer Group and reconstituted it for compensation determinations for 2012 through 2014 using the established criteria. The companies listed in the table reflect the results of this review.

(3)

To assist the Committee in selecting and validating the Primary Peer Group members, two analyses were undertaken in initially establishing the Group: (i) a “peer of peers” analysis to review which companies and industry groups include the Company as a peer in their respective peer group and (ii) an internal review of the companies and industry groups to which the Company lost executive talent or from which the Company sourced executive talent in recent years.

(4)	Subsequent to the Compensation Committee’s 2011 review of the Primary Peer Group information, Liberty Media Corporation undertook a corporate reorganization. The entity included in the analysis is now known as Liberty Interactive Corporation.

~~similarly situated executives at peer group companies. The sources for this data are discussed immediately below.~~

~~Competitive Comparisons.~~ In late 2008 and early 2009, Management and the Compensation Committee considered the appropriate competitive compensation comparisons for the Company’s executive officers for 2009. They determined that, in addition to the 2009 Primary Peer Group (as defined below) representing the Company’s principal competitors for executive talent, they would also consider a group of companies with similar revenue characteristics (the “2009 Secondary Peer Group” and, together with the 2009 Primary Peer Group, the “2009 Peer Groups”), as well as general market surveys. The Compensation Committee would review compensation data for executive officers with similar roles and responsibilities at companies within the 2009 Peer Groups and market compensation survey data to validate its 2009 compensation decisions.

~~2009 Primary Peer Group.~~ ~~Management proposed a primary peer group of 14 cable/satellite, telecommunications and media companies (the “2009 Primary Peer Group”):~~

~~AT&T Inc.~~
~~Cablevision Systems Corporation~~
~~CBS Corporation~~
~~Charter Communications Inc.~~
~~Comcast Corporation~~
~~DirecTV Group, Inc.~~
~~DISH Network Corporation~~
~~Liberty Media Corporation~~
~~News Corporation~~
~~QWEST Communications International, Inc.~~
~~Sprint Nextel Corporation~~
~~The Walt Disney Company~~
~~Verizon Communications, Inc.~~
~~Viacom Inc.~~

~~These were the same companies considered in 2008, except for the elimination of two companies due to their changed circumstances.~~

Although the median 2008 annual revenues for the 2009 Primary Peer Group was approximately equal to the Company’s 2008 annual revenues ($17.2 billion), the companies were not selected solely based on their size. The cable/satellite and telecommunications firms are direct business competitors to the Company and the media companies are all in supplier relationships with the Company. The Compensation Committee concluded that the group represents the Company’s principal competition for executive talent.

Because the 2009 Primary Peer Group was the principal basis of comparison in considering the competitiveness of the named executive officers’ compensation, to assist the Committee, Management “aged” the 2009 Primary Peer Group data, which was based upon 2008 proxy statements (i.e., 2007 compensation information), to approximate its value as of early 2009. The Company believes that each named executive officer’s 2009 total direct compensation (base salary and target short- and long-term incentives) was generally consistent with comparably situated executives at companies within the 2009 Primary Peer Group.

~~2009 Secondary Peer Group.~~ The Compensation Committee also approved a Secondary Peer Group of 20 companies from a broad range of industries (except the financial services, healthcare, cable/satellite, telecommunications and media industries) with 2008 annual revenues of $7.5 billion to $32.5 billion (approximately 50% to 200% of the Company’s 2008 annual revenues) and median 2008 annual revenues of $17.7 billion. The Secondary Peer Group consists of the following companies:

~~Amgen Inc.~~
~~Burlington Northern Santa Fe Corporation~~
~~Dominion Resources, Inc.~~
~~Eli Lilly & Company~~
~~EMC Corporation~~
~~Exelon Corporation~~
~~Freeport-McMoRan Copper & Gold Inc.~~
~~General Mills, Inc.~~
~~Google Inc.~~
~~Kimberly-Clark Corporation~~

~~Medtronic, Inc.~~
~~Occidental Petroleum Corporation~~
~~Raytheon Company~~
~~Schering-Plough Corporation~~
~~Textron Inc.~~
~~The Southern Company~~
~~Union Pacific Corporation~~
~~Waste Management, Inc.~~
~~Weyerhaeuser Company~~
~~Xerox Corporation~~

Market Surveys. In addition to the ~~2009~~ 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 ~~2008 revenues~~revenue of approximately ~~$16~~$18 billion) to the Company from a broad range of industries, including the cable/satellite, telecommunications and media industries.

The Use of Pay ~~Tallies.~~Tallies

The Compensation Committee periodically reviews “pay tallies” for the named executive officers ~~(i.e.~~(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 ~~2009~~2012 pay tallies, the Compensation Committee has concluded that the total compensation of the named executive officers (and, in the case of involuntary termination orchange-in-control scenarios, potential payouts) continues to be appropriate in light of the Company’s compensation philosophy and guiding principles and is ~~appropriate and~~consistent with relevant competitive marketplace data.

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 ~~therefore, did~~to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions, and, in some cases, “clawback” rights (i.e., rights to recover compensation paid to an executive if the Company subsequently determines that the compensation was not ~~make any adjustments based on this review.~~

~~2009 Base Salary and Target Incentive Compensation Determinations~~

~~As noted above, as a result~~properly earned). The employment agreements provide for severance pay in the event of the ~~prevailing uncertainty about~~involuntary termination of the ~~U.S. economy~~executive’s employment without cause, which serves as consideration for the restrictive covenants, provides financial security to the executive and ~~its impact~~allows the executive to remain focused on the Company’s ~~business,~~interests at all times.

The employment agreement for each named executive officer is described in detail in this Proxy Statement 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 May 2012, 95% of the votes cast on the say-on-pay vote were voted in favor of management’s proposal. The Compensation Committee believes that this vote indicates stockholders’ support of the Company’s approach to executive compensation. Accordingly, the Compensation Committee did not ~~increase~~change its approach in 2012 or 2013 in light of these results and its continued belief that the Company’s executive compensation program reflects its philosophy and goals. 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’ base salaries or short-term or long-term incentive target levels for 2009. Any change~~officers.

Additional Executive
Compensation Information

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 ~~total cash compensation ultimately paid~~form of unvested RSUs (other than those then subject to ~~each named executive officer for 2009 was dependent upon payouts under the Company’s~~satisfaction of performance criteria)) in an amount equal to or exceeding a multiple of their annual ~~bonus plan, which were determined in part based on the achievement~~base salary. As of ~~certain Company financial performance goals, and in part based on~~January 31, 2013, each ~~executive’s performance against individual goals. The ultimate value~~ of the named executive officers would have met his or her ownership requirement if the phase-in period had expired.


Title	Stock Ownership Requirement Multiple of Annual Base Salary
Chief Executive Officer		6.0X
Chief Operating Officer		3.5X
Chief Financial Officer		3.5X
Other Executive Officers (and Executive Vice Presidents)		2.0X

Under the ownership requirements, the Company will review covered officers’ ~~2009 long-term incentive awards~~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 Ms. Esteves), he or she will ~~depend on future~~be required to retain at least 50% of any stock ~~performance.~~ 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. None of the Company’s executive officers has pledged Company Common Stock.

Positive Relationship between Total Stockholder Return and Compensation

The Company believes that its executive compensation ~~philosophy~~program maintains a strong relationship between pay and ~~key principles,~~performance. To evaluate the link between executive compensation and performance, some stockholders and their advisors focus on the relationship between a company’s total stockholder return (“TSR”) and its chief executive officer’s and named executive officers’ compensation. Under one approach, such stockholders compare the percentile ranking of the company’s TSR (relative to a peer group) with the percentile ranking of the company’s executive compensation levels (relative to the same peer group). Each of these relative rankings is based on TSR and annual compensation over the most recent one- and three-year periods, weighted 40% and 60% respectively.

For the convenience of stockholders interested in this analysis, the Company has prepared the following chart, which illustrates that the Company enjoys apositive relative relationship between TSR and executive compensation. Specifically, relative to its Primary Peer Group, the Company’s one- and three-year weighted TSR ranked at the 94^thpercentile, while Mr. Britt’s compensation ranked at only the 32^nd percentile and the ~~other factors noted above, were properly reflected in the 2009 target and actual compensation for each~~ named executive ~~officer, including base salary, short-term and long-term incentives, and~~officers’ compensation (including Mr. Britt) ranked at only the ~~mix of compensation elements.~~

~~Each named executive officer’s 2009 base salary and target short-term and long-term incentive compensation were as follows:~~

~~Mr. Britt.~~ The Compensation Committee reviewed Mr. Britt’s 2009 compensation in January 2009. Under Mr. Britt’s then-current employment agreement, he was to receive a minimum annual salary of $1 million, the right to participate in the Company’s annual bonus plan with a target award of $5 million (500% of base salary) and long-term incentives valued at $6 million (600% of base salary).

Effective August 3, 2009, Mr. Britt’s employment agreement with the Company, which had been slated to expire on December 31, 2009, was renewed through December 31, 2012. In part to ensure the competitiveness of his total compensation under the renewal agreement, and to induce him to enter into the agreement, the Compensation Committee authorized a stock option grant to Mr. Britt valued at $2 million, which award was made on August 3, 2009 and was in addition28^th percentile relative to the ~~regular annual stock option grant he had received earlier in~~most

recent compensation information available for the year. Under his prior agreement, Mr. Britt’s annual bonus had been capped at $6.25 million but under his new agreement, such cap was eliminated, subject to the limits imposed under the Company’s annual bonus plan. The Company believes that by making this change, Mr. Britt’s maximum bonus opportunity expressed as a percentage of his target bonus became consistent with the bonus structure of the otherchief executive officers and named executive officers at the Primary Peer Group companies as ~~well~~of March 22, 2013, as calculated in the ~~maximum general bonus opportunity (as a percentage of~~manner described in the ~~target)~~note to the table below.

LOGO

Note: The compensation information for ~~chief~~the Company’s named executive officers ~~of companies within~~is based on the ~~2009 Primary Peer Group. This change was made retroactive to January 1, 2009. The other~~total compensation ~~elements contemplated by Mr. Britt’s new employment agreement generally became effective January 1, 2010. See “—Employment Agreements—Glenn A. Britt.”~~

~~Mr. Hobbs.~~ The Compensation Committee reviewed Mr. Hobbs’s 2009 compensation in January 2009. Under Mr. Hobbs’s then-current employment agreement, he was to receive a minimum annual salary of $900,000, the right to participatereported in the ~~Company’s annual bonus plan with a target award of $2.1 million and long-term incentives valued at $3 million.~~

~~On December 31, 2009, Mr. Hobbs entered into a new employment agreement, effective January 1, 2010. See “—Employment Agreements—Landel C. Hobbs.”~~

~~Mr. Marcus.~~ ~~The~~Summary Compensation ~~Committee reviewed Mr. Marcus’s 2009~~Table, below. Information for the compensation in January 2009. Under Mr. Marcus’s then-current employment agreement, he was to receive a minimum annual salary of $800,000, the right to participate in the Company’s annual bonus plan with a target award of $1.4 million and long-term incentives with a value of $1.8 million.

~~On December 31, 2009, Mr. Marcus entered into a new employment agreement, effective January 1, 2010. See “—Employment Agreements—Robert D. Marcus.”~~

~~Mr. LaJoie.~~ The Compensation Committee reviewed Mr. LaJoie’s 2009 compensation in January 2009. Mr. LaJoie’s then-current employment agreement provided for a minimum annual salary of $525,000 and the right to participate in the Company’s annual bonus plan with a target award of $525,000. The Compensation Committee had established his 2009 long-term incentive target value at $918,750.

~~Mr. Lawrence-Apfelbaum.~~ The Compensation Committee reviewed Mr. Lawrence-Apfelbaum’s 2009 compensation in January 2009. Mr. Lawrence-Apfelbaum’s then-current employment agreement provided for a minimum annual salary of $550,000 and the right to participate in the Company’s annual bonus plan with a target award of $550,000. The Compensation committee had established his long-term incentive target value at $880,000.

~~2009 Short-Term Incentive Program and Awards~~

~~The Company’s short-term incentive payments~~paid to the named executive officers at the Primary Peer Group companies is based on the most recent proxy statement for ~~2009 were made under~~such companies. TSR and compensation is, in each case, calculated over a one- and three-year period (weighted 40% and 60%, respectively).

Another emerging practice in evaluating the ~~2009 Time Warner Cable Incentive Plan (the “2009 TWCIP”). Although the 2009 TWCIP guides the Compensation Committee~~absolute relationship between pay and performance is to compare a company’s annual percentage change in ~~determining the amount of the awards~~TSR over a five-year period to the ~~named~~annual percentage change in total compensation awarded to its chief executive ~~officers,~~officer over the ~~awards were also subject~~same period (weighted to apply slightly more emphasis to recent experience). A positive relationship indicates that TSR has increased at a faster rate than compensation over that period; a negative relationship indicates that compensation has increased faster than TSR. For the ~~conditions and limitations imposed under the Time Warner Cable Inc. 2007 Annual Bonus Plan (the “Bonus Plan”), which is intended to comply with Section 162(m) of the Internal Revenue Code.~~

~~2009 TWCIP~~

In early 2009, Management recommended that the Compensation Committee establish Company-wide financial goals, and individual goals, that would be used to determine payments under the 2009 TWCIP and to guide the Compensation Committee’s determinations with respect to cash bonuses for executive officers under the Bonus Plan, as described below. Management proposed that the 2009 TWCIP performance goals for the named executive officers be based 70% on Company-wide financial performance and 30% based on each

executive officer’s personal goals (based 15% on each named executive officer’s efforts to further the Company’s “mission and values,” and 15% on each named executive officer’s other individual goals). As used in this document, unless the context otherwise requires, the term “individual goals” refers to the named executive officers’ mission and values goals and their other individual goals. These goals are discussed below.

The Compensation Committee approved the 2009 TWCIP structure recommended by Management in February 2009 and established the following funding ranges for the Company-wide financial goals and individual goals:


	•	With respect to the financial performance component of the 2009 TWCIP, subject to the Company’s achieving a minimum financial performance threshold, each named executive officer was eligible to receive between 50% and 175% of his target annual bonus.

	•	With respect to the mission and values and other individual performance components of the 2009 TWCIP, each named executive officer was eligible to receive between 50% and 150% of his target annual bonus.

	•	~~As an overall limitation, no 2009 TWCIP participant was eligible to receive a payout equal to more than 150% of his target annual bonus.~~

~~2009 TWCIP Financial Goals~~. The Compensation Committee determined that, for purposes of the 2009 TWCIP, the Company’s financial performance would be measured by reference to the Company’s Operating Income (Loss) before depreciation of tangible assets and amortization of intangible assets for the year endedfive-year period from January 1, 2008 through December 31, 2009 (after certain non-discretionary adjustments) (“2009 adjusted OIBDA”) less capital expenditures. Management and the Compensation Committee determined that, for 2009, adjusted OIBDA less capital expenditures would be an important indicator of the operational strength and performance of the Company’s business, including the ability to provide cash flows to service debt. This metric would also capture the Company’s ability to adjust expenses and capital spending as appropriate in an economic environment in which revenue was expected to be more unpredictable than usual.

~~If, following all non-discretionary adjustments made by the Compensation Committee,~~2012, the Company ~~did not meet~~had a ~~threshold level~~positiveTSR-to-compensation change rate of financial performance ($2.700 billion in 2009 adjusted OIBDA less capital expenditures), no bonus payment would be made with respect to the financial performance component. If 2009 adjusted OIBDA less capital expenditures exceeded a maximum goal ($3.600 billion), the Company financial performance “score” would be 175%. However, if 2009 adjusted OIBDA less capital expenditures was above the threshold but below the maximum goal, the Compensation Committee would determine the financial performance score in its sole discretion (but within the 50% and 175% parameters established by the 2009 TWCIP (and the limits established by the Bonus Plan)).

~~2009 TWCIP “Mission and Values” and other Individual Goals~~. In an effort to establish a unique company culture following the Company’s separation from Time Warner, and to enhance its competitiveness in the marketplace, the Company in 2009 defined a new “mission” and enunciated a set of values for the Company and its employees (the “mission and values”). The Company’s mission is to “connect people and businesses with information, entertainment and each other...and to give customers control in ways that are simple and easy.” The Company’s values are “initiative, innovation, excellence, inclusion, teamwork, integrity and community.”

In light of the importance of the mission and values effort, the Compensation Committee determined that each named executive officer should be assessed in part on the concrete, demonstrable steps he took during 2009 to further the Company’s mission and values. One half of each named executive officer’s individual assessment was based on this goal (i.e., 15% of the overall 2009 TWCIP) and the remaining half on the officer’s other individual goals, which are described below.

Mr. Britt’s 2009 individual goals reflected the Company’s strategic objectives and included completing the transition to a standalone public company following the separation from Time Warner; focusing the organization on growth of its commercial business; better defining the Company’s wireless strategy and

~~products and beginning to roll out wireless products; exploring new business opportunities; developing and implementing a 2009 diversity plan; and enhancing TWC’s brand and marketing efforts.~~

The individual goals for each of the other named executive officers were intended to support the Company’s strategic objectives and Mr. Britt’s individual goals, but were tailored to the executive’s particular role and areas of responsibility.

Mr. Hobbs’s 2009 individual goals included continuing an ongoing operational reorganization effort; refining the goals and organization of the Company’s commercial business; more effective marketing; furthering the Company’s advanced advertising initiatives; overseeing a process to identify and, where appropriate, mitigate risks facing the Company; improving operating results; and supporting the Company’s diversity efforts.

Mr. Marcus’s 2009 individual goals included effective management of the departments reporting to him (finance, tax, treasury, investments, investor relations, programming and human resources); completing the transition to a standalone public company following the Company’s separation from Time Warner; managing the Company’s capital structure; ensuring strong internal controls; and supporting the Company’s diversity efforts.

Mr. LaJoie’s 2009 individual goals included developing long-term technology strategies; supporting the Company’s new business initiatives; managing technology changes, including the digital television transition; continuing to develop and support the Company’s set-top box guides; talent planning for key roles within the Company’s technology group; and supporting the Company��s diversity efforts.

~~Mr. Lawrence-Apfelbaum’s 2009 individual goals included overseeing the Law and Business Affairs departments; ensuring~~21% indicating that the Company’s policies and procedures reflect the highest business and ethical standards; providing leadership in the areas of public policy and strategy; ensuring compliance with applicable laws and regulations; and supporting the Company’s diversity efforts.

~~In light of their qualitative and subjective nature, the individual goals established for the named executive officers did not have~~TSR increased at a ~~minimum threshold performance level. Other~~rate faster than ~~weighting the individual performance assessment half on mission and values efforts and half on the other individual goals, no specific weighting was assigned to any individual goal.~~

~~2009 Short-Term Incentive Program Award Determination~~. In early 2010, the Compensation Committee determined the Company’s 2009 adjusted OIBDA less capital expenditures for TWCIP purposes based on the Company’s publicly reported OIBDA less capital expenditures and certain non-discretionary adjustments thereto. The Company’s adjusted OIBDA less capital expenditures for TWCIP purposes of $3.295 billion exceeded the threshold goal but was below the maximum goal. As a result, the Compensation Committee exercised its discretion in determining the Company’s overall financial performance under the 2009 TWCIP. Pursuant to the 2009 TWCIP, in exercising this discretion, the Compensation Committee was able to consider, among other factors:


	•	~~the Company’s 2009 financial performance relative to the threshold and maximum goals,~~

	•	~~the Company’s performance relative to its budget,~~

	•	~~the Company’s performance relative to its 2008 results,~~

	•	~~the Company’s performance relative to that of other cable operators,~~

	•	~~Management’s recommendation for the Company financial performance score, and~~

	•	~~the external business environment and market conditions.~~

After deliberation, which included consideration of the factors described above, among others, the Compensation Committee established a 2009 Company performance score of 125%, which was consistent with Management’s recommendation.

In connection with the Compensation Committee’s assessment of the named executive officers’ individual performances, Mr. Britt completed a self-assessment and discussed it with the Compensation Committee. Based in part on this assessment and the Compensation Committee’s deliberations, which were conducted in executive session without Management, the Compensation Committee determined that Mr. Britt’s performance against his mission and values goal merited an assessment of 125% and that his performance against his other individual goals also merited an assessment of 125%. A summary of each assessment follows:


	•	~~Mission and values performance.~~ The Compensation Committee reviewed a number of concrete steps taken to support the Company’s mission and values under Mr. Britt’s executive leadership. These included communicating the mission and values throughout the organization through site visits and training programs, as well as pursuing numerous initiatives intended to help the Company “connect people and businesses with information, entertainment and each other...and to give customers control in ways that are simple and easy.”

	•	~~Other individual performance.~~ The Compensation Committee determined that, under Mr. Britt’s executive leadership, the Company had successfully completed the transition to a standalone company following its March 2009 separation from Time Warner, had created greater organizational focus around its commercial business, had made progress toward defining a wireless strategy (and had launched a wireless data service), had explored certain new business opportunities, had developed and implemented a 2009 diversity plan and had enhanced the Company’s branding and marketing.

In addition, Mr. Britt discussed with the Compensation Committee his assessment of the individual performances of each of the other named executive officers. Based in part on this assessment and the Compensation Committee’s deliberations, which were conducted in executive session without Management, the Compensation Committee determined that each of other named executive officers had fulfilled his mission and values goal (and that each namedchief executive officer’s performance in this area merited an assessment of 125%) and his other individual goals (and that each named executive officer’s individual performance merited an assessment of 125%, except for Mr. LaJoie who received an assessment of 130%).

Based on the Compensation Committee’s determinations with respect to the Company’s financial performance, and its generally positive assessment of Mr. Britt’s and each of the other named executive officers’ individual performances, the Subcommittee exercised its discretion under the Bonus Plan to award the following 2009 annual bonuses to the named executive officers:

TWCIP Percentage
Applied to
Target
Actual
Target
2009 Short-
2009 Short-Term
2009 Short-Term
Executive Officer
Term Incentive Incentive Paid Incentive Target

Glenn Britt $ 5,000,000 $ 6,250,000 125 %
Robert Marcus $ 1,400,000 $ 1,750,000 125 %
Landel Hobbs $ 2,100,000 $ 2,625,000 125 %
Mike LaJoie $ 525,000 $ 660,188 125.75 %
Marc Lawrence-Apfelbaum $ 550,000 $ 687,500 125 %

~~Bonus Plan~~compensation.

In order to ensure that the short-term incentive awards are deductible under Section 162(m), additional conditions and limitations on awards are imposed under the Bonus Plan. The Bonus Plan for the named executive officers was approved by the Company’s stockholders in May 2007. Pursuant to the Bonus Plan, a subcommittee of the Compensation Committee, whose members are “outside directors” as defined in Section 162(m) (the “Subcommittee”), annually establishes objective performance criteria that determine the maximum bonus pool from which the named executive officers’ bonuses can be paid and a maximum allocation for each named executive officer.

Under the objective criteria established by the Subcommittee, an aggregate 2009 maximum bonus pool was established equal to 7.5% of the amount by which the Company’s 2009 adjusted OIBDA of $6.526 billion

exceeded $5.8 billion. This maximum pool was to be allocated among Mr. Britt (40%), Mr. Hobbs (12%), Mr. Marcus (8%), Mr. LaJoie (4%), Mr. Lawrence-Apfelbaum (4%) and four other executive officers (4% each) with the remainder of the maximum pool (16%) not available for any executive officer. However, under the objective criteria adopted by the Subcommittee, the amount available for each executive officer could not exceed 200% of the officer’s target short-term incentive compensation. As a result, for 2009, the maximum aggregate amount available for bonuses to the named executive officers under the Bonus Plan was approximately $19.1 million ($10.0 million for Mr. Britt; $4.2 million for Mr. Hobbs; $2.8 million for Mr. Marcus; $1.05 million for Mr. LaJoie; and $1.1 million for Mr. Lawrence-Apfelbaum) and approximately $3.2 million was available for bonuses to other of the Company’s executive officers.

As discussed above, in awarding 2009 bonuses to each named executive officer, the Subcommittee exercised its discretion to reduce the maximum amount available for each executive officer under the Bonus Plan’s pool. The basis for this exercise of negative discretion was the criteria established under the 2009 TWCIP.

~~2009 Long-Term Incentive Program and Awards~~

~~The Company’s LTI program consists of a combination of RSUs and stock options awarded under the Time Warner Cable Inc. 2006 Stock Incentive Plan, as amended (the “TWC Stock Incentive Plan”).~~

~~2009 Target Long-Term Incentive Mix~~. Consistent with the Company’s compensation philosophy and principles, executives with a high level of strategic impact on the Company’s success receive a greater relative proportion of their long-term compensation in the form of stock options (as compared with RSUs) than other employees. The Company believes this is appropriate because the ultimate value of stock options is more performance-dependent than RSUs. For the 2009 LTI program (like the 2008 program), the Compensation Committee elected to provide LTI compensation to executive officers 60% as stock options and 40% as RSUs. For approximately 85 other senior, non-executive officers, the 2009 LTI target mix was 50% stock options and 50% RSUs, and for the balance of the roughly 1,250 employees who received 2009 LTI grants under the TWC Stock Incentive Plan, the target mix was one-third stock options and two-thirds RSUs.

~~2009 Equity Awards~~. Each named executive officer received an annual award of stock options and RSUs with an aggregate value equal to the target LTI compensation previously established by the Compensation Committee. The number of stock options awarded was determined by reference to the average Black-Scholes valuation for the Company’s stock options over a~~ten-day~~ ~~period selected by the Compensation Committee. The number of RSUs awarded was determined by reference to the average closing price of the Company’s Common Stock over the sameten-day~~ ~~period.~~

The 2009 annual LTI awards were made on February 13, 2009, pursuant to Compensation Committee authorization. The stock options were granted with an exercise price equal to the closing price of the Company’s Class A common stock on the grant date. The stock options vest in four equal installments on each of the first four anniversaries of the date of grant and have a ten-year term from the date of grant. The RSUs vest in two equal installments on the third and fourth anniversaries of the date of grant. The Company believes that the multi-year vesting schedules for stock options and RSUs encourage executive retention and emphasize a longer-term perspective. The 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.

All of the named executive officers received stock options and some received RSU awards to offset the loss of economic value associated with forfeitures or shortened exercise periods of Time Warner equity awards as a result of the Separation. See “—Separation from Time Warner—‘Make-up’ Awards.”

Risk Assessment

During ~~2009,~~2012, 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 ~~2009~~2012 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~~risk-taking or inappropriate conservatism in behavior and ~~decisionmaking.~~decision-making. Among the factors giving rise to the Compensation Committee’s determination were the following:

The Company’s compensation programs for the named executive officers provide a balanced mix of cash and equity, stock options and RSUs, and annual and longer-term incentives.


	•	~~The Company’s compensation programs for the named executive officers provide a balanced mix of cash and equity, stock options and RSUs, and annual and longer-term incentives.~~

	•	Short-term incentives are designed to require ~~the Company to reach “stretch” (but not unrealistic) targets and provide for a range of potential payout levels depending on performance above a minimum threshold level.~~

	•	~~Maximum annual bonus payout levels are limited to 150% of target compensation.~~

	•	The Compensation Committee has significant discretion in determining payouts under the Company’s annual cash bonus plans and can use its discretion to ensure that neither excessive risk-taking nor inappropriate conservatism in decisionmaking is rewarded.

~~Although not a direct result of the 2009 risk assessment,~~ the Company ~~is instituting certain changes~~ to ~~its compensation programs~~reach “stretch” (but not unrealistic) targets and ~~practices~~provide for ~~2010. See “—Looking Forward.”~~

~~Ownership and Retention Guidelines~~

~~During 2009, the Compensation Committee considered imposing~~ a ~~requirement that certain senior officers hold designated~~range of potential payout levels depending on performance above a threshold level.

Maximum annual bonus payout levels are limited to 150% of ~~Company stockand/or~~ ~~RSUs (“ownership guidelines”).~~ target annual bonus.

The Compensation Committee ~~declined to adopt such guidelines,~~has discretion in determining ~~that the named executive officers’ holdings of Company stock options and unvested RSUs provided a sufficient level of personal exposure to the value of~~payouts under the Company’s ~~stock~~annual cash bonus plans and can use its discretion to ~~support alignment with the interests of the Company’s stockholders.~~

~~The Compensation Committee also was concerned, under current circumstances,~~ensure that ~~ownership guidelines would result~~neither excessive risk-taking nor inappropriate conservatism in the Company’s executive officers having an excessive proportion of their personal wealth in the Company’s stock, limiting diversification and prudent personal wealth management, and thereby potentially resulting in inappropriately conservative behavior and decisionmaking in an effort to preserve the value of their holdings.decision-making is rewarded.

~~The Company expects that the Compensation Committee will monitor the named executive officers’ Company stock holdings and review its ownership guidelines determination annually.~~

Perquisites

The Company provides ~~some~~a very limited number of perquisites to the named executive officers. ~~The~~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 ~~2009~~2012 included, ~~reimbursement for financial services and,~~ in the case of Mr. Britt, ~~a car allowance (eliminated in 2010) as well as~~ a Company-provided car and specially-trained driver in light of security concerns. All the named executive officers were also eligible for reimbursement for certain financial services (e.g., tax and estate planning). Effective January 1, 2013, only Messrs. Britt and Marcus and Ms. Esteves are eligible for financial services reimbursement. At the request of the Company’s Board, Mr. Britt usesCompany-owned or leased aircraft for business and personal travel under most circumstances. ~~With~~In limited instances, with CEO approval, ~~personal use of the aircraft is occasionally permitted by~~ the Company’s other executive officers ~~(including~~(as well as guests of such executive officers) are permitted to join an otherwise scheduled business-purpose Company flight for ~~their family members) on flights that are or would be scheduled for business~~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

~~Benefits~~

The Company maintains defined benefit and defined contribution retirement programs for its employees in which the Company’s named executive officers ~~participate.~~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 ~~to participants whose compensation exceeds these limits.~~under the plan for certain participants. In order to provide a retirement ~~benefits~~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~~up to ~~an aggregate limit~~a cap of $350,000 per ~~year)~~year and determined without regard to the maximum annual benefit ~~accruals for~~under the tax-qualified plan. See “—Pension Plans.”

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

~~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. The employment agreements provide for severance pay in the event of the 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.

During 2009, the Company’s CEO, Chief Operating Officer and Senior Executive Vice President and Chief Financial Officer entered into new employment agreements. The Company’s other two named executive officers entered into amendments to their respective employment agreements during 2009. The employment agreement for each named executive officer is described in detail in this Proxy Statement under “—Employment Agreements” and “—Potential Payments upon Termination or Change in Control.”

Tax Deductibility of Compensation

Section 162(m) generally disallows a tax deduction to public corporations for compensation in excess of ~~$1,000,000~~$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 ~~TWC~~2006 and 2011 Stock Incentive ~~Plan~~Plans were submitted to and approved by stockholders ~~in May 2007~~ 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 to be in the best interests of the Company and its stockholders. For ~~2009,~~2012, the Company believes that the salary and cash bonuses paid to the named executive officers subject to Section 162(m) will be deductible, except for ~~certain amounts primarily related~~Mr. Britt’s annual salary to ~~payments under~~ the~~2006-2008~~ ~~Cash Long-Term Incentive Plan, which were fully paid out~~ extent it exceeded $1 million. RSUs that vested in ~~early 2009,~~2012 are not considered performance-based for tax purposes and will be subject to the ~~vesting~~deduction limitations of ~~RSUs~~Section 162(m). However, in ~~2009.~~

~~Separation from Time Warner~~

~~In connection with the Separation, in March 2009,~~2011 and 2012, the Company ~~paid the Special Dividend on its Common Stock and effectuated a1-for-3~~ Reverse Stock Split. The Special Dividend was $10.27 per share ($30.81 per share after adjustment for the Reverse Stock Split). The impact of these events on the Company’s LTI program is discussed below.

~~Company RSUs.~~ ~~As required under the TWC Stock Incentive Plan, the number of~~granted RSUs ~~held by each holder was adjusted~~with performance-based vesting criteria to reflect the Reverse Stock Split. In connection with the payment of the Special Dividend, under the Company’s award agreements, RSU holders were to be credited with a deferred cash payment of $10.27 for each share of Company Common Stock underlying their RSUs (without interest) until the vesting of the related RSUs. Based on Management’s recommendation, the award agreements were amended to give holders the option of receiving additional RSUs (the “Special Dividend RSUs”) in lieu of this retained cash distribution (the “Special Dividend retained cash distribution”). The Compensation Committee determined that providing this option would enable employees to maintain their equity interest in the Company and thus facilitate the alignment of their interests with those of stockholders.

RSU holders wishing to receive the additional Special Dividend RSUs in lieu of the Special Dividend retained cash distribution were required to make such election by December 22, 2008. The number of Special Dividend RSUs awarded on March 12, 2009, the Special Dividend payment date, to those holders who made such an election was equal to the product of the Special Dividend and their outstanding RSUs divided by the Common Stock closing price on the Special Dividend payment date ($8.33 per share ($24.99 after adjustment for the Reverse Stock Split)). The Special Dividend RSUs and the Special Dividend retained cash distribution have the same vesting dates as the related RSUs.

~~Company Stock Options.~~ In connection with the payment of the Special Dividend and the Reverse Stock Split, the Compensation Committee authorized equitable adjustments (the “antidilution adjustments”) to the number of shares covered by, and the exercise prices of, outstanding Company stock options, to maintain the fair value of those awards. These antidilution adjustments were made pursuant to the existing antidilution provisions of the TWC Stock Incentive Plan and the related award agreements. As an example of the operation of these adjustments, an employee holding stock options representing the right to purchase 1,000 shares of Common Stock at $37.05 per share before the Special Dividend payment, the Reverse Stock Split and the antidilution adjustments described above, would have stock options to purchase 772 shares of Common Stock at $47.95 per share after the antidilution adjustment.

~~“Make-up”~~ ~~Awards.~~ ~~As a result of the Separation, under the terms of Time Warner’s equity plans and related award agreements, Company employees with outstanding Time Warner equity awards, including~~ the named executive officers were treated as if their employment with Time Warner was terminated without cause as of March 12, 2009. This resulted in most of the Company’s employees forfeiting their unvested Time Warner stock options and in the truncation of the exercise periods for their vested Time Warner stock options (to one year after the Separation in most cases). Most Company employees holding Time Warner RSUs vested in these RSUs pro rata upon Separation (i.e., based on the number of days elapsed between the original grant date and the original vesting date) and forfeited the remainder of their RSUs awards.

Company employees who qualified as “retirement eligible” under the Time Warner equity plans at the time of Separation received different treatment. Among the named executive officers, Mr. Britt qualified as retirement eligible under the Time Warner plans and, as a result, his Time Warner stock options and RSUs vested upon the Separation. Under the terms of Mr. Marcus’s then-current employment agreement, his Time Warner stock options and RSUs also vested upon Separation. Mr. Britt’s and Mr. Marcus’s Time Warner stock options remain exercisable for five years and three years, respectively, following the Separation (but not beyond their original expiration dates).

~~Pursuant to a plan approved by the Compensation Committee in August 2008, in March 2009, the Compensation Committee approved“make-up”~~ ~~grants of Company stock options and RSUs (the “Separation-relatedmake-up~~ ~~awards”), or in certain instances, cash payments, to Company employees~~that are intended to ~~offset~~be exempt from the ~~loss~~deduction limitations of ~~economic value~~Section 162(m) when they vest (scheduled to occur in ~~Time Warner equity awards as a result of the Separation. The Separation-relatedmake-up~~ ~~awards were designed to offset the loss of economic value in Time Warner equity awards as a result of the Separation. The specific terms of the named executive officers’ Separation-relatedmake-up~~ ~~awards were approved by the Compensation Committee on May 8, 2009 with a grant date of May 11, 2009.~~

2014 through 2016).

~~Looking Forward~~

The Company’s Management and the Compensation Committee have evaluated the structure of the short-term and long-term incentive programs. While the Company believes that the philosophy, key principles and compensation elements in place for 2009 are still generally appropriate for 2010, the Company has instituted a number of changes to its compensation practices that will generally become effective in 2010:


	•	Consistent with the employment agreements that the CEO, Chief Operating Officer and Chief Financial Officer entered into during 2009, the Company is using a new form of executive employment agreement that contains:


	Ø	~~a “clawback” feature, which allows the Company to recover certain compensation paid to the executive if it subsequently determines that the compensation was not properly earned;~~

	Ø	~~a “double trigger”change-in-control~~ ~~provision, which limitschange-in-control~~ ~~severance benefits to circumstances in which the Company undergoes a~~~~bona fide~~~~change in controland~~ ~~the executive is terminated (a similar provision is incorporated into the equity award agreements); and~~

	Ø	~~no potential for an executive to receive “gross up” payments in respect of the executive’s tax liability.~~


	•	For 2010, the Company’s Chief Operating Officer and Chief Financial Officer will both receive a larger percentage of their total direct compensation in the form of long-term incentive compensation than in 2009.

	•	For 2010, partially in response to increasing compensation levels at companies in the 2009 Primary Peer Group, each of the Company’s named executive officers received an increase in total compensation, including an increase in base salary and, in some cases, short-term and long-term incentive targets. See “—Employment Agreements.”)

	•	For 2010, the Company has increased the portion of the annual cash bonus attributable to Company financial performance from 70% to 80%, and has increased the number of financial measures used to determine the Company’s financial performance.

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 this Proxy Statement and the Company’s Annual Report onForm 10-K (by reference).

Members of the Compensation Committee


Peter R. Haje (Chair)		~~Thomas H. Castro~~N.J. Nicholas, Jr.
Carole Black		~~N.J. Nicholas, Jr.~~Edward D. Shirley

Summary Compensation Table

The following table presents information concerning total compensation paid to the Company’s Chief Executive Officer, Chief Financial Officer and each of its three other most highly compensated executive officers who served in such capacities on December 31, ~~2009~~2012 (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.”

SUMMARY COMPENSATION TABLE

Change in

Pension

Value and

Nonqualified

Non-Equity
Deferred
All

Stock
Option
Incentive Plan
Compensation
Other

Name and Principal Position
Year Salary Bonus Awards(3) Awards(4) Compensation(5) Earnings(6) Compensation(7) Total

Glenn A. Britt(1) 2009 $ 1,000,000 — $ 2,324,387 $ 5,923,289 $ 6,250,000 $ 177,092 $ 264,621 $ 15,939,389
Chairman, President 2008 $ 1,000,000 — $ 2,860,050 $ 4,042,042 $ 6,434,270 $ 120,950 $ 82,534 $ 14,539,846
and Chief Executive Officer 2007 $ 1,000,000 — $ 4,444,481 $ 2,369,660 $ 7,825,671 $ 36,370 $ 89,896 $ 15,766,078
Robert D. Marcus(2) 2009 $ 800,000 — $ 697,338 $ 1,126,614 $ 1,750,000 $ 34,790 $ 24,447 $ 4,433,189
Senior Executive 2008 $ 800,000 — $ 858,037 $ 1,131,697 $ 1,970,711 $ 22,160 $ 30,352 $ 4,812,957
Vice President and Chief Financial Officer 2007 $ 700,000 — $ 1,000,017 $ 473,976 $ 1,249,500 $ 26,260 $ 12,986 $ 3,462,739
Landel C. Hobbs 2009 $ 900,000 — $ 1,346,336 $ 1,886,773 $ 2,625,000 $ 30,920 $ 32,337 $ 6,821,366
Chief Operating Officer 2008 $ 895,192 — $ 1,430,025 $ 1,886,161 $ 3,024,849 $ 8,160 $ 48,546 $ 7,292,933
2007 $ 850,000 — $ 1,814,820 $ 860,178 $ 2,802,933 $ 24,330 $ 44,845 $ 6,397,106
Michael LaJoie 2009 $ 525,000 — $ 399,712 $ 639,941 $ 660,188 $ 66,530 $ 16,635 $ 2,308,006
Executive Vice President 2008 $ 525,000 — $ 437,959 $ 577,645 $ 858,807 $ 44,150 $ 14,911 $ 2,458,472
and Chief Technology Officer 2007 $ 480,000 — $ 622,255 $ 294,917 $ 1,033,762 $ 50,370 $ 14,297 $ 2,495,601
Marc Lawrence-Apfelbaum 2009 $ 550,000 — $ 382,495 $ 659,134 $ 687,500 $ 66,690 $ 16,490 $ 2,362,309
Executive Vice President,
General Counsel and Secretary


Name and Principal Position	Year		Salary		Bonus		Stock Awards⁽¹⁾		Option Awards⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾		Change in Pension Value and Nonqualified Deferred Compensation⁽⁴⁾		All Other Compensation⁽⁵⁾		Total
Glenn A. Britt		2012	$	1,250,000	$	—	$	3,667,104	$	5,164,373	$	6,617,188	$	141,250	$	512,813	$	17,352,728
Chairman and Chief		2011		1,250,000		—		3,177,333		4,244,191		7,210,938		111,910		439,456		16,433,828
Executive Officer		2010		1,250,000		—		3,053,449		4,395,270		8,306,250		120,480		296,880		17,422,329
Robert D. Marcus⁽⁶⁾		2012	$	1,000,000	$	—	$	3,559,248	$	2,734,098	$	2,646,875	$	127,320	$	28,105	$	10,095,646
President and Chief		2011		1,000,000		—		1,906,371		2,473,045		2,884,375		82,350		33,435		8,379,576
Operating Officer		2010		904,932		—		1,262,123		1,742,950		2,059,040		43,130		31,239		6,043,414
Irene M. Esteves⁽⁷⁾		2012	$	800,000	$	240,000	$	1,294,272	$	1,822,732	$	1,270,500	$	22,830	$	23,083	$	5,473,417
Executive Vice President and Chief Financial Officer		2011		366,667		820,000		3,502,682		—		692,250		—		468,993		5,850,592
Michael LaJoie⁽⁸⁾		2012	$	642,000	$	—	$	485,352	$	683,537	$	679,365	$	212,900	$	17,996	$	2,721,150
Executive Vice		2011		620,833		—		463,354		601,108		716,286		156,870		17,386		2,575,837
President and Chief		2010		589,725		—		427,480		590,361		585,591		94,790		17,045		2,304,992
Technology and Network Operations Officer
Marc Lawrence-Apfelbaum		2012	$	645,400	$	—	$	679,493	$	956,945	$	679,365	$	239,500	$	50,391	$	3,251,094
Executive Vice		2011		616,667		—		542,320		724,362		692,250		175,380		19,126		2,770,105
President, General		2010		593,150		—		427,480		590,361		786,325		103,780		18,485		2,519,581
Counsel and Secretary


(1)		~~Mr. Britt became Chairman of the Board effective March 12, 2009 and continues to serve as President and Chief Executive Officer.~~

~~(2)~~		~~Mr. Marcus became Senior Executive Vice President and Chief Financial Officer on January 1, 2008, having served as Senior Executive Vice President prior thereto.~~

~~(3)~~		Amounts set forth in the Stock Awards column represent the aggregate grant date fair value of ~~TWC~~ RSU awards and RSU awards subject to performance-based vesting conditions (“PBUs”) granted by the Company in each year included in the table, each as computed in accordance with ~~FASB~~~~Accounting Standards Codification~~~~(ASC), Topic 718 (formerly FAS 123R) (“FASB ASC Topic 718”), disregarding estimates of forfeitures related to service-based vesting conditions.~~SEC rules. These amounts were calculated based on the closing sale price of the Common Stock on the NYSE on the date of ~~grant.~~grant and, in the case of PBUs, based on the probability that the applicable performance goal would be achieved. See ~~“Outstanding~~“—Outstanding Equity Awards.” For information about the assumptions used in these calculations, see Note 13 to the Company’s audited consolidated financial statements included in ~~its Annual Report on~~the 2012 Form~~10-K~~ ~~for the fiscal year ended December 31, 2009 (the “2009Form 10-K”).~~ 10-K. The amounts set forth in the Stock Awards column do not represent the actual value that may be realized by the named executive officers. See “—Grants of Plan-Based Awards.”


~~(4)~~(2)		Amounts set forth in the Option Awards column represent the aggregate grant date fair value of stock option awards and stock option awards subject to performance-based vesting conditions (“PBOs”) with respect to Common Stock granted by the Company in each year included in the table, each as computed in accordance with ~~FASB ASC Topic 718, disregarding estimates~~SEC rules and, in the case of ~~forfeitures related to service-based vesting conditions.~~PBOs, based on the probability that the applicable performance goal would be achieved. For information about the assumptions used in these calculations, see Notes 3 and 13 to the ~~2009~~2012 Form 10-K and footnote ~~(4)~~(2) to the table below entitled “Grants ofPlan-Based Awards During ~~2009.~~2012.” The actual value, if any, that may be realized by an executive officer from any stock option will depend on the extent to which the market value of the Common Stock exceeds the exercise price of the option on the date the option is exercised. Consequently, there is no assurance that the value realized by an executive officer will be at or near the value estimated above. These amounts should not be used to predict stock performance. None of the stock options reflected in the table was awarded with tandem stock appreciation rights.

~~(5)~~ (3) Amounts set forth in the Non-Equity Incentive Plan Compensation column ~~for 2009 and earlier years~~ represent amounts paid pursuant to the Company’s 162(m) Bonus Plan and ~~TWCIP and, for 2008 and 2007, also include payments under the 2006 and 2005 Cash Long-Term Incentive Plans, which were three-year, performance-based cash award plans.~~TWCIP. For additional information regarding the Compensation Committee’s determinations with respect to annual bonus payments under the 162(m) Bonus Plan and 2012 TWCIP, see “—Compensation Discussion and Analysis—~~2009~~2012 Short-Term Incentive ~~Program and Awards.~~Program—Annual Cash Bonus.”


~~(6)~~	(4)	These amounts represent the aggregate change in the actuarial present value of each named executive officer’s accumulated pension benefits under the Time Warner Cable Pension Plan, the Time Warner Cable Excess Benefit Pension Plan, the Time Warner Pension Plan and the Time Warner Excess Benefit Pension Plan, to the extent the named executive officer participates in these plans. See the Pension Benefits Table and “—Pension Plans” for additional information regarding these benefits. The named executive officers did not receive any above-market or preferential earnings on compensation deferred on a basis that is not tax qualified.


~~(7)~~	(5)	Amounts shown in the All Other Compensation column for ~~2009~~2012 include the following:

(a) Pursuant to the TWC Savings Plan, a tax-qualified defined contribution plan available generally to TWC employees, for the ~~2009~~2012 plan year, each of the named executive officers deferred a portion of his or her annual compensation and ~~TWC~~the Company contributed ~~$11,000~~$11,334 as a matching contribution on the amount deferred by each named executive ~~officer.~~

officer, except for Ms. Esteves who was not eligible to receive a matching contribution.

(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. Britt, Marcus ~~Hobbs~~ 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”). For ~~2009,~~2012, this cash payment was ~~$25,152~~$52,896 for Mr. Britt, ~~$2,592~~$4,032 for Mr. Marcus ~~$2,160 for Mr. Hobbs~~ and ~~$5,490~~$24,285 for Mr. Lawrence-Apfelbaum. Mr. LaJoie elected to receive group term life insurance available generally to employees as well as supplemental group term life insurance coverage provided by the Company and was taxed on the imputed income. For ~~2009,~~2012, the Company paid ~~$5,635~~$6,662 for Mr. LaJoie’s supplemental life insurance coverage. 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 2012 that exceed $10,000 in the aggregate are shown in this column ~~for 2009~~and consist of the aggregate incremental cost to the Company ~~of:~~as follows: (i) for Mr. Britt, reimbursement of fees for financial services of ~~$71,323~~$38,500 and transportation-related benefits of ~~$157,146~~$410,083 related to personal use of ~~corporate-owned~~Company-owned aircraft ($~~128,305) (based on fuel, landing, repositioning and catering costs and crew travel expenses related to the personal use)~~402,622), ~~an automobile allowance~~ and personal use of a Company-provided car and specially trained driver provided for security reasons (based on the cost of the car, the driver’s compensation, fuel and parking and the portion of usage that was personal); ~~and~~(ii) for ~~Messrs.~~Mr. Marcus, ~~and Hobbs,~~ reimbursement of fees for financial services of ~~$10,855~~$12,440 and ~~$19,177, respectively.~~the incremental cost of guests accompanying him on a business trip on Company-owned aircraft; (iii) for Ms. Esteves, reimbursement of fees for financial services of $10,000 and payments related to Ms. Esteves’s relocation to New York City in connection with joining the Company as Executive Vice President and Chief Financial Officer pursuant to the Company’s executive relocation arrangements; and (iv) for Mr. Lawrence-Apfelbaum, reimbursement of fees for financial services of $13,265 and the incremental cost of a guest accompanying him on a business trip on Company-owned aircraft. The Board has encouraged Mr. Britt 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. Britt’s transportation-related benefits also include the incremental cost of his spouse accompanying him on certain business and personal trips on corporate aircraft. ~~Mr. Hobbs and his spouse accompanied Mr. Britt on the corporate aircraft on one personal trip. There is no~~The incremental cost to ~~TWC~~the Company for the use of the aircraft ~~by Mr. Hobbs, his spouse or Mr. Britt’s spouse~~ under these circumstances ~~except for~~is limited to catering and TWC’s portion of employment taxes attributable to the income imputed to ~~Mr. Britt and Mr. Hobbs~~the executive for tax purposes.

(6)

Mr. Marcus became President and Chief Operating Officer on December 14, 2010 having served as Senior Executive Vice President and Chief Financial Officer since January 1, 2008. He served as acting Chief Financial Officer from December 14, 2010 through July 14, 2011. Mr. Marcus’s 2012 Stock Awards include a special award of PBUs with a grant date fair value of $1,617,840. See “—Compensation Discussion and Analysis.”

(7)

Ms. Esteves became Executive Vice President and Chief Financial Officer on July 15, 2011. In connection with joining the Company, Ms. Esteves received cash payments in 2012 and 2011 aggregating $240,000 and $820,000, respectively, and an RSU award in 2011 to compensate her for forfeited compensation from her prior employer. See “—Employment Agreements—Irene M. Esteves.”

(8)	Mr. LaJoie became Executive Vice President and Chief Technology and Network Operations Officer in January 2013 having served as Executive Vice President and Chief Technology Officer since January 2004.

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 ~~2009,~~2012, including (a) annual cash awards under the 162(m) Bonus Plan and 2012 TWCIP, ~~and~~ (b) awards of stock options to purchase Common Stock and ~~TWC~~ RSUs granted under the ~~TWC~~ Stock ~~Incentive Plan.~~

~~The following table reflects (a) the antidilution adjustments~~Plan that are subject to ~~the TWC stock option exercise prices~~performance-based vesting conditions (“PBOs” and ~~number~~“PBUs,” respectively) and ~~class~~(c) awards of ~~shares underlying TWC~~ stock options to purchase Common Stock and RSUs ~~and (b)~~granted under the ~~Separation-related make-up awards granted in May 2009. These antidilution adjustments were made in March 2009 in connection~~Stock Plan with ~~the Separation and were intended to maintain the awards’ values following the payment of the Special Dividend,~~

time-based vesting provisions.

~~the Reverse Stock Split and the Recapitalization. See “—Compensation Discussion and Analysis—Separation from Time Warner.”~~

GRANTS OF PLAN-BASED AWARDS
DURING ~~2009~~2012

Stock
Option

Awards:
Awards:
Grant Date
Number of
Number of
Exercise or
Fair Value
Estimated Possible Payouts Under
Shares of
Securities
Base Price
of Stock
Grant
Approval
Non-Equity Incentive Plan Awards Stock or
Underlying
of Option
and Option
Name
Date Date(1) Threshold Target Maximum Units Options Awards(2) Awards

Glenn A. Britt (3) $ 2,500,000 $ 5,000,000 $ 7,500,000
2/13/2009 (4) 2/13/2009 380,059 $ 23.48 $ 3,550,815
5/11/2009 (5) 5/8/2009 5,427 $ 33.80 $ 62,309
8/3/2009 7/29/2009 159,873 $ 34.24 $ 2,310,165
2/13/2009 (6) 2/13/2009 95,372 $ 2,324,387
Robert D. Marcus (3) $ 700,000 $ 1,400,000 $ 2,100,000
2/13/2009 (4) 2/13/2009 114,017 $ 23.48 $ 1,041,637
5/11/2009 (5) 5/8/2009 7,737 $ 33.80 $ 84,977
2/13/2009 (6) 2/13/2009 28,612 $ 697,338
Landel C. Hobbs (3) $ 1,050,000 $ 2,100,000 $ 3,150,000
2/13/2009 (4) 2/13/2009 190,029 $ 23.48 $ 1,736,067
5/11/2009 (5) 5/8/2009 13,596 $ 33.80 $ 150,706
2/13/2009 (6) 2/13/2009 47,686 $ 1,162,194
5/11/2009 (7) 5/8/2009 5,448 $ 184,142
Michael LaJoie (3) $ 262,500 $ 525,000 $ 787,500
2/13/2009 (4) 2/13/2009 58,196 $ 23.48 $ 531,667
5/11/2009 (5) 5/8/2009 10,176 $ 33.80 $ 108,274
2/13/2009 (6) 2/13/2009 14,603 $ 355,907
5/11/2009 (7) 5/8/2009 1,296 $ 43,805
Marc Lawrence-Apfelbaum (3) $ 275,000 $ 550,000 $ 825,000
2/13/2009 (4) 2/13/2009 55,742 $ 23.48 $ 509,248
5/11/2009 (5) 5/8/2009 14,404 $ 33.80 $ 149,887
2/13/2009 (6) 2/13/2009 6,264 $ 340,887
5/11/2009 (7) 5/8/2009 1,231 $ 41,608


	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Possible Payouts Under Equity Incentive Plan Awards		Stock Awards: Number of Shares of Stock or Units⁽³⁾	Option Awards: Number of Securities Underlying Options⁽²⁾	Exercise or Base Price of Option Awards⁽⁴⁾		Grant Date Fair Value of Stock and Option Awards⁽²⁾⁽³⁾
Name	Grant Date		Threshold		Target		Maximum		PBO⁽²⁾	PBU⁽³⁾	Stock Awards: Number of Shares of Stock or Units⁽³⁾	Option Awards: Number of Securities Underlying Options⁽²⁾	Exercise or Base Price of Option Awards⁽⁴⁾		Grant Date Fair Value of Stock and Option Awards⁽²⁾⁽³⁾
Glenn A. Britt			$	3,125,000	$	6,250,000	$	9,375,000
		2/16/2012							102,164			204,327	$	77.04	$	5,164,373
		2/16/2012								47,600	—				$	3,667,104
Robert D. Marcus			$	1,250,000	$	2,500,000	$	3,750,000
		2/16/2012							54,087			108,174	$	77.04	$	2,734,098
		2/16/2012								46,200	—				$	3,559,248
Irene M. Esteves			$	600,000	$	1,200,000	$	1,800,000
		2/16/2012							36,058			72,116	$	77.04	$	1,822,732
		2/16/2012								16,800	—				$	1,294,272
Michael LaJoie			$	320,833	$	641,667	$	962,500
		2/16/2012							13,522			27,044	$	77.04	$	683,537
		2/16/2012								6,300	—				$	485,352
Marc Lawrence- Apfelbaum			$	320,833	$	641,667	$	962,500
		2/16/2012							18,931			37,861	$	77.04	$	956,945
		2/16/2012								8,820	—				$	679,493


(1)		~~On May 8, 2009, the Compensation Subcommittee approved the Separation-relatedmake-up~~ ~~awards to be made to the named executive officers on May 11, 2009.~~

~~(2)~~		The exercise price for the awards of stock options under the TWC Stock Incentive Plan was determined based on the closing sale price of Common Stock on the date of grant, and, with respect to the awards on February 13, 2009, reflect the antidilution adjustments as a result of the Separation.

~~(3)~~		Reflects the threshold, target and maximum payout amounts under the ~~2009~~2012 TWCIP of non-equity incentive plan awards that were awarded in ~~2009~~2012 and were paid out in ~~2010~~2013 under the 162(m) Bonus Plan and 2012 TWCIP. The target payout amount for each named executive officer was established in accordance with the terms of the named executive officer’s employment ~~agreement.~~agreement, as may be increased by the Compensation Committee from time to time. Under the TWCIP, each maximum payout amount reflects 150% of the applicable target payout amount. For a discussion of 2012 TWCIP performance goals, see ~~“Compensation~~“—Compensation Discussion and Analysis.”


~~(4)~~(2)		Reflects the number of shares of Common Stock underlying awards of stock options to purchase Common Stock and PBOs under the ~~TWC~~Company’s Stock ~~Incentive~~ Plan and the full grant date fair value of each award. For information about the assumptions used in these calculations, see Notes 3 and 13 to the ~~2009~~2012 Form 10-K, which, among other things, presents weighted-average assumptions on a combined basis for ~~retirement-eligible~~ employees who meet the age and~~non-retirement-eligible~~ ~~employees.~~ service requirements for retirement eligibility under the terms of the awards (“retirement eligible”) and those employees who are not retirement eligible. In 2012, the vesting of a portion of the stock option award to executive officers was subject to a performance-based vesting condition. The amounts provided in this table reflect specific assumptions for (a) ~~Mr.~~Messrs. Britt and Lawrence-Apfelbaum who ~~was~~were retirement eligible at the time of the ~~2009~~2012 awards, and (b) the other named executive officers, who were not retirement ~~eligible.~~eligible under the terms of the awards. Specifically, the amounts with respect to ~~February 2009~~2012 awards of stock options ~~for the named executive officers other than Mr. Britt~~and PBOs were calculated using the Black-Scholes option pricing model, based on the following assumptions used in developing the grant valuations for awards: an expected volatility of ~~33.42%~~30.03%, calculated using a 75%-25% weighted average of implied volatilities of TWC


		traded options and the historical stock price volatility of a comparable peer group of publicly-traded companies; an expected term to exercise of ~~6.49~~6.43 years from the date of grant; a risk-free interest rate of ~~2.73%~~1.35%; and a dividend yield of 0%2.91%. Because ~~Mr.~~Messrs. Britt ~~was~~and Lawrence-Apfelbaum were retirement eligible, different assumptions were ~~used~~evaluated in developing grant valuations for ~~his February~~their 2012 awards and ~~August 2009 awards, respectively: an expected volatility of 33.71% and 35.13%;~~the assumptions used were the same except for using an expected term to exercise of ~~6.66~~6.42 years from the date of ~~grant;~~grant, See “—Outstanding Equity Awards” below. For a ~~risk-free interest rate of 2.78% and 3.34%; and a dividend yield of 0%. The assumptions used in the calculations~~discussion of the ~~grant date fair value of~~performance goals applicable to the ~~Separation-relatedmake-up~~ ~~stock option awards granted in May 2009 were based on slightly different assumptions as a result of their varied vesting~~PBOs, see “—Compensation Discussion and ~~expiration dates. See “Outstanding Equity Awards at December 31, 2009.~~Analysis.” ~~The~~

(3)	Reflects the number of shares ~~underlying these options and the exercise price reflect the antidilution adjustments.~~

~~(5)~~		~~For each named executive officer, reflects the aggregate number~~ of ~~stock options covered by more than one Separation-relatedmake-up~~ ~~stock option award. Each of these Separation-relatedmake-up~~ stock option awards has the same award date and exercise price, but has different vesting and expiration dates based on the terms of the related Time Warner equity award. As a result of the different expiration dates, the assumptions used to determine the grant date fair value of these awards were slightly different. See “Compensation Discussion and Analysis” and “Outstanding Equity Awards at December 31, 2009.”

~~(6)~~		~~Reflects~~Common Stock underlying awards of ~~RSUs~~PBUs under the ~~TWC~~ Stock ~~Incentive~~ Plan and the full grant date fair value of each award. See footnote ~~(3)~~(1) to the Summary Compensation Table for the assumptions used to determine the grant-date fair value of the stock awards. Each of Messrs. Britt, Marcus, Hobbs and LaJoie elected to receive the Special Dividend retained distribution on his outstanding RSUs as Special Dividend RSUs; Mr. Lawrence-Apfelbaum elected to receive the Special Dividend retained cash distribution on his outstanding RSUs. The Special Dividend RSUs issued in connection with the February 2009 award of RSUs are reflected in the stock award totals and the grant date fair values in the table, and Mr. Lawrence-Apfelbaum’s Special Dividend retained cash distribution is reflected in the grant date fair value.

~~(7)~~		~~Reflects the Separation-relatedmake-up~~ RSUs under the TWC Stock Incentive Plan and the full grant date fair value of the award. See footnote (3) to the Summary Compensation Table for the assumptions used to determine the grant date fair value and “Compensation Discussion and Analysis” forFor a discussion of the ~~reason~~performance goals applicable to the PBUs, see “—Compensation Discussion and Analysis.” All of the stock awards in 2012 to named executive officers were awarded as PBUs.

(4)	The exercise price for the ~~award.~~awards of stock options under the Stock Plan was determined based on the closing sale price of Common Stock on the date of grant.

The stock options granted in ~~February and August 2009~~2012 shown in the table above become exercisable, or vest, in installments of 25% on the anniversary of each grant date over a four-year period, assuming continued employment and, in the case of PBOs, subject to the satisfaction and certification of the applicable performance condition, and expire ten years from the grant date. ~~The dates on which theSeparation-relatedmake-up~~ ~~stock option awards become exercisable vary. TheSeparation-relatedmake-up~~ stock options awarded to (a) Mr. Marcus become exercisable three years after the Separation (March 12, 2012); (b) Mr. Britt, who is retirement eligible under the terms of the award agreement, become exercisable five years after the grant date of the related Time Warner stock option; (c) others whose Time Warner stock options were forfeited become exercisable on the schedule of the related forfeited Time Warner stock options; and (d) others whose Time Warner stock options experienced a shortened term become exercisable one year after the Separation (March 12, 2010). The stock options are subject to accelerated vesting upon the occurrence of certain events such as retirement, death or disability. The exercise price of the stock options equaled the fair market value of the Common Stock on the date of grant as adjusted pursuant to the antidilution adjustments. In addition, holders of the stock options or PBOs do not receive dividends or dividend equivalents or have any voting rights with respect to the shares of Common Stock underlying the stock options.

The satisfaction of the performance condition for continued vesting of the PBOs awarded in 2012 was certified in January 2013.

The awards of ~~TWC RSUs~~PBUs granted in ~~February 2009~~2012 vest in equal installments on each of the third and fourth anniversaries of the date of grant, ~~and the Separation-relatedmake-up~~ ~~awards vest on the original vesting date of the related Time Warner equity award assuming~~subject to continued employment and ~~subject to accelerated vesting upon~~ the ~~occurrence of certain events such as retirement, death or disability. Holders~~satisfaction and certification of the applicable performance condition. Generally, holders of RSUs are entitled to receive dividend equivalents ~~on unvested RSUs,~~or retained distributions if and when regular cash dividends are paid on outstanding shares of Common Stock and at the same rate. In the case of PBUs, the receipt of dividend equivalents is subject to the satisfaction and certification of the applicable performance condition. The satisfaction of the performance condition for continued vesting of the PBUs awarded in 2012 was certified in January 2013. The awards of RSUs confer no voting rights on holders and are subject to restrictions on transfer and forfeiture prior to vesting. See “—Compensation Discussion and Analysis—~~2009~~2012 Long-Term Incentive ~~Program and~~Program—Equity-Based Awards.”

Outstanding Equity Awards

The following table provides information about the outstanding awards of options to purchase the Company’s Common Stock, ~~and Time Warner Common Stock~~including PBOs, and the aggregate ~~TWC~~RSUs and ~~Time Warner RSUs~~PBUs held by each named executive officer on December 31, ~~2009.~~

2012. The ~~information in this table reflects (1) antidilution adjustments~~satisfaction of the one-year performance-based condition related to the vesting of the PBOs and PBUs awarded in 2012 was certified in January 2013.

In connection with the Separation, on March 12, 2009, TWC paid a special cash dividend of $10.27 per share ($30.81 per share after giving effect to the 1-for-3 reverse stock ~~option exercise prices~~split discussed below, aggregating $10.856 billion) to holders of record on March 11, 2009 of its outstanding Class A common stock and ~~number and kind of shares underlying (a) TWC~~Class B common stock ~~options and RSUs, as applicable, as a result of~~(the “Special Dividend”). Following the payment of the Special Dividend, each outstanding share of Class A common stock and Class B common stock was automatically converted (the “Recapitalization”) into one share of Common Stock. Effective immediately after the Recapitalization, the Company implemented a reverse stock split of the Common Stock at a 1-for-3 ratio (the “Reverse Stock Split”). Unless otherwise indicated in this Proxy Statement, information about TWC’s equity securities prior to March 12, 2009 has been adjusted to reflect the Separation, the Recapitalization and the Reverse Stock ~~Split and the Recapitalization and (b)~~Split. As of December 31, 2012, all Time Warner stock options ~~and RSUs as a result of Time Warner’s Spin-Off Dividend,one-for-three~~ ~~reverse stock split andspin-off~~ ~~distribution of its interest in AOL Inc. and (2)~~previously held by the forfeiture and vesting of Time Warner stock options and RSUs and the shortened exercise periods of certain Time Warner stock options as a result of the Separation. General information about the impact of the Separation on the awards is provided in certain footnotes. See “—Compensation Discussion and Analysis—Separation from Time Warner.”

named executive officers have either been exercised or have expired.

OUTSTANDING EQUITY AWARDS AT
DECEMBER 31, ~~2009~~2012


	Option Awards⁽¹⁾												Stock Awards
Name	Date of Option Grant		Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested⁽²⁾		Market Value of Shares or Units of Stock That Have Not Vested⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Units of Stock That Have Not Vested⁽²⁾		Equity Incentive Plan Awards: Market Value of Unearned Units of Stock That Have Not Vested⁽³⁾
Glenn A. Britt														159,415	$	15,493,544		47,600	$	4,626,244
		2/13/2009		114,946		95,017			$	23.48		2/12/2019
		8/3/2009		79,936		39,969				34.24		8/2/2019
		2/12/2010		193,966		193,966				45.15		2/11/2020
		2/17/2011		54,664		163,996				72.05		2/16/2021
		2/16/2012		—		204,327		102,164		77.04		2/15/2022

Robert D. Marcus														68,719	$	6,678,800		46,200	$	4,490,178
		2/13/2009		—		28,505			$	23.48		2/12/2019
		2/12/2010		55,172		80,173				45.15		2/11/2020
		2/17/2011		32,799		98,397				72.05		2/16/2021
		2/16/2012		—		108,174		54,087		77.04		2/15/2022

Irene M. Esteves														48,028	$	4,667,841		16,800	$	1,632,792
		2/16/2012		—		72,116		36,058	$	77.04		2/15/2022

Michael LaJoie														23,201	$	2,254,905		6,300	$	612,297
		4/2/2007		7,464		—			$	47.95		4/1/2017
		2/13/2009		—		14,549				23.48		2/12/2019
		2/12/2010		—		27,156				45.15		2/11/2020
		2/17/2011		7,971		23,918				72.05		2/16/2021
		2/16/2012		—		27,044		13,522		77.04		2/15/2022

Marc Lawrence- Apfelbaum														20,127	$	1,956,143		8,820	$	857,216
		2/13/2009		10		13,937			$	23.48		2/12/2019
		2/12/2010		27,155		27,156				45.15		2/11/2020
		2/17/2011		9,329		27,990				72.05		2/16/2021
		2/16/2012		—		37,861		18,931		77.04		2/15/2022

Option Awards(1) Stock Awards
Market

Number of
Number of
Number of
Value of

Securities
Securities
Shares or
Shares or

Underlying
Underlying
Units of
Units of

Unexercised
Unexercised
Option
Option
Stock That
Stock That

Date of
Options
Options
Exercise
Expiration
Have Not
Have Not

Name
Option Grant Exercisable Unexercisable Price Date Vested(2) Vested(3)

Time Warner — —
3/15/2000 25,277 — $ 120.04 3/14/2010
1/18/2001 144,429 — $ 101.70 1/17/2011
4/6/2001 1,003 — $ 80.10 4/5/2011
2/15/2002 60,631 — $ 55.36 2/14/2012
2/14/2003 12,036 — $ 21.43 3/12/2012
2/13/2004 36,108 — $ 35.89 3/12/2012
2/18/2005 26,961 — $ 37.32 3/12/2012
3/3/2006 34,374 — $ 36.14 3/12/2012
6/21/2006 12,036 — $ 35.79 3/12/2012
Landel C. Hobbs

Time Warner Cable 126,526 $ 5,236,911
4/2/2007 25,467 25,470 $ 47.95 4/1/2017
3/3/2008 36,186 108,560 $ 35.60 3/2/2018
2/13/2009 — 190,029 $ 23.48 2/12/2019
5/11/2009 — 2,724 $ 33.80 2/12/2014
5/11/2009 — 3,461 $ 33.80 2/17/2015
5/11/2009 — 2,869 $ 33.80 3/2/2016
5/11/2009 — 4,542 $ 33.80 3/2/2016
Time Warner — —
3/15/2000 10,833 — $ 120.04 3/14/2010
10/4/2000 36,108 — $ 115.41 10/3/2010
1/18/2001 108,321 — $ 101.70 3/12/2010
9/27/2001 96,287 — $ 65.68 3/12/2010
2/13/2004 18,053 — $ 35.89 3/12/2010
2/18/2005 23,109 — $ 37.32 3/12/2010
3/3/2006 28,816 — $ 36.14 3/12/2010
Michael LaJoie

Time Warner Cable 40,248 $ 1,665,865
4/2/2007 8,731 8,733 $ 47.95 4/1/2017
3/3/2008 — 33,248 $ 35.60 3/2/2018
2/13/2009 — 58,196 $ 23.48 2/12/2019
5/11/2009 — 953 $ 33.80 2/14/2012
5/11/2009 — 2,905 $ 33.80 2/12/2014
5/11/2009 — 2,920 $ 33.80 2/17/2015
5/11/2009 — 1,007 $ 33.80 3/2/2016
5/11/2009 2,391 $ 33.80 3/2/2016
Time Warner — —
3/15/2000 3,432 — $ 120.04 3/14/2010
1/18/2001 6,862 — $ 101.70 3/12/2010
2/27/2001 15,466 — $ 94.12 3/12/2010
2/15/2002 14,443 — $ 55.36 3/12/2010
2/13/2004 19,257 — $ 35.89 3/12/2010
2/18/2005 19,498 — $ 37.32 3/12/2010
3/3/2006 15,168 — $ 36.14 3/12/2010
Marc Lawrence-Apfelbaum

Time Warner Cable 18,175 $ 752,263
4/2/2007 8,731 8,733 $ 47.95 4/1/2017
3/3/2008 10,614 31,845 $ 35.60 3/2/2018
2/13/2009 — 55,742 $ 23.48 2/12/2019
5/11/2009 — 1,905 $ 33.80 2/14/2012
5/11/2009 — 5,810 $ 33.80 2/12/2014
5/11/2009 — 3,461 $ 33.80 2/17/2015
5/11/2009 — 957 $ 33.80 3/2/2016
5/11/2009 — 2,271 $ 33.80 3/2/2016


(1)		The dates of grant of each named executive officer’s ~~TWC and Time Warner~~ stock options outstanding as of December 31, ~~2009~~2012 are set forth in the table, and the vesting dates for each ~~TWC~~ award can be determined based on the vesting schedules described in this footnote. Except as noted below, the awards of ~~TWC~~stock options and ~~Time Warner stock options~~PBOs, upon certification of the performance condition, become exercisable in installments of 25% on the first four anniversaries of the date of grant, assuming continued employment and subject to accelerated vesting upon the occurrence of certain events, including retirement, death or disability. The Time Warner stock options listed above that were granted in 2000 had a vesting schedule that provided for vesting in installments of one-third on the first three anniversaries of the date of grant. In addition,disability, as ~~a result of the Separation and pursuant to the terms of the award agreements and,~~defined in the ~~case of each of Mr. Britt and Mr. Marcus, the terms of his respective employment agreement (a) the unvested portion of the 2006~~applicable award of Time Warner stock options held by Messrs. Britt and Marcus vested and those held by Messrs. Hobbs, LaJoie and Lawrence-Apfelbaum were forfeited on March 12, 2009 (the date of the Separation) and (b) the option expiration dates for vested Time Warner stock options were shortened such that those held by (i) Messrs. Hobbs, LaJoie and Lawrence-Apfelbaum expire on the earlier of the original expiration date and March 12, 2010 (the first anniversary of the Separation), except for those awarded in 2000, (ii) Mr. Marcus expire on the earlier of the original expiration date and March 12, 2012 (the third anniversary of the Separation) and (iii) Mr. Britt expire on the earlier of the original expiration date and March 12, 2014 (the fifth anniversary of the Separation). For a description of the vesting schedules of the Separation-related~~make-up~~ ~~stock options awarded on May 11, 2009, see “Grants of Plan-Based Awards.”~~agreement.

(2)

~~This column presents~~These columns present the number of shares of Common Stock represented by unvested RSU and PBU awards at December 31, ~~2009,~~2012, excluding fractional RSUs resulting from the antidilution adjustment for the Reverse Stock Split and the Special Dividend RSUs (as defined below), the value of which will be paid in cash on the final vesting date of the related RSUs. The ~~TWC~~ RSU awards, and PBUs, upon certification of the performance condition, vest equally on each of the third and fourth anniversaries of the date of grant, except for ~~the Separation-relatedmake-up~~ ~~RSUs awarded on May 11, 2009,~~those granted to Ms. Esteves in connection with her commencement of employment in 2011, which vest on the ~~date of the related Time Warner award.~~schedule shown below. The vesting schedules for the awards of RSUs and PBUs assume continued employment and are subject to accelerated vesting upon the occurrence of certain events, including retirement, as defined in the award agreement. Messrs. Britt, LaJoie and ~~LaJoie~~Lawrence-Apfelbaum are eligible for retirement and accelerated ~~vesting.~~vesting, except with respect to Mr. LaJoie’s awards in 2010 through 2012. The one-year performance condition related to the vesting of PBUs awarded in 2012 was certified in January 2013. The vesting dates for the unvested ~~TWC~~ RSU and PBU awards are as follows as of December 31, ~~2009:~~2012:


		Number of TWC RSUs and PBUs That Have Not Vested		Date of Grant					Vesting Dates
Glenn A. Britt		~~TWC RSUs~~
~~Name~~		~~That Have Not Vested~~				~~Date of Grant~~				~~Vesting Dates~~

~~Glenn A. Britt~~			~~89,285~~				~~4/2/2007~~			~~4/2/2010 and 4/2/2011~~
			~~77,380~~				~~3/3/2008~~			~~3/3/2011 and 3/3/2012~~
			~~95,372~~	47,687			2/13/2009			2/13/~~2012 and 2/13/~~2013
~~Robert D. Marcus~~		67,629			~~20,089~~2/12/2010			2/12/2013 and 2/12/2014
	~~4/2/2007~~	44,099			4/2/~~2010 and 4/2/~~17/2011
			~~23,214~~2/17/2014 and 2/17/2015
		47,600				~~3/3/2008~~2/16/2012			~~3/3/2011~~2/16/2015 and ~~3/3/2012~~2/16/2016
Robert D. Marcus			~~28,612~~	14,306			2/13/2009			2/13/~~2012 and 2/13/~~2013
~~Landel C. Hobbs~~		27,954			~~36,457~~2/12/2010			2/12/2013 and 2/12/2014
	~~4/2/2007~~	26,459			4/2/~~2010~~17/2011			2/17/2014 and 4/2/~~2011~~17/2015
		46,200			2/16/2012			2/16/2015 and 2/16/2016

   Number of
TWC RSUs
and PBUs
That Have
Not Vested ~~38,690~~ Date of
Grant    Vesting Dates
Irene M. Esteves
~~3/3/2008~~ 36,021    ~~3/3/~~8/1/2011 ~~and 3/3/2012~~
      ~~47,686~~8/1/2013
   12,007 8/1/2011 8/1/2014
16,800 2/16/2012 2/16/2015 and 2/16/2016
Michael LaJoie
7,302    2/13/2009       2/13/~~2012 and 2/13/~~2013
9,468    ~~3,693~~2/12/2010       2/12/2013 and 2/12/2014
~~5/11/2009~~ 6,431    ~~3/3/2010~~
~~Michael LaJoie~~2/17/2011       ~~12,500~~2/17/2014 and 2/17/2015
6,300    4/2/~~2007~~16/2012       4/2/~~2010~~16/2015 and 4/2/~~2011~~16/2016
Marc Lawrence-Apfelbaum
   ~~11,849~~ ~~3/3/2008~~ ~~3/3/2011 and 3/3/2012~~
~~14,603~~ 3,132    2/13/2009       2/13/~~2012 and 2/13/~~2013
   ~~1,296~~ ~~5/11/2009~~ ~~3/3/2010~~
~~Marc Lawrence-Apfelbaum~~ ~~5,598~~ ~~4/2/2007~~ ~~4/2/2010 and 4/2/2011~~
~~5,082~~ ~~3/3/2008~~ ~~3/3/2011 and 3/3/2012~~
~~6,264~~ 9,468    2/~~13/2009~~12/2010       2/~~13/2012~~12/2013 and 2/~~13/2013~~12/2014
7,527    ~~1,231~~2/17/2011       2/17/2014 and 2/17/2015
~~5/11/2009~~ 8,820    ~~3/3/2010~~2/16/2012 2/16/2015 and 2/16/2016

In connection with the payment of the Special Dividend on March 12, 2009, under the Company’s award agreements, RSU holders were given the option of receiving additional RSUs (the “Special Dividend RSUs”) in lieu of receiving a retained cash distribution (the “Special Dividend retained cash distribution”) on their outstanding RSUs. They are paid in shares of Common Stock or cash, respectively, pursuant to the holder’s election, when the shares of Common Stock underlying the RSUs are distributed to the holder, subject to the terms of the underlying award. For Messrs. Britt, Marcus and LaJoie, each of whom elected to receive Special Dividend RSUs, the Special Dividend RSUs are included in the market value and the number of units in the table.


		The Special Dividend RSUs and retained cash distribution, as applicable, were credited on each TWC RSU on March 12, 2009 and will be paid in shares of Common Stock or cash, respectively, pursuant to the holder’s election, when the shares of Common Stock underlying the RSUs are distributed to the holder, subject to the terms of the underlying award. For Messrs. Britt, Marcus, Hobbs and LaJoie, each of whom elected to receive Special Dividend RSUs, the Special Dividend RSUs are included in the market value and the number of units in the table.

		On March 12, 2009 as a result of the Separation, unvested Time Warner RSUs held by (a) Messrs. Britt and Marcus ceased to be subject to a risk of forfeiture and the underlying shares of Time Warner Common Stock were scheduled for distribution on the original vesting date of the related Time Warner RSU award and (b) Messrs. Hobbs, LaJoie and Lawrence-Apfelbaum were forfeited on that date (other than a pro rata portion of the next vesting installment, which ceased to be subject to a risk of forfeiture with the underlying shares of Time Warner Common Stock scheduled for distribution on their original vesting date). In addition, the number of non-forfeited Time Warner RSUs held by each of the named executive officers was adjusted as a result of certain antidilution adjustments. The shares of Time Warner Common Stock underlying such vested RSUs are shown under “Options Exercised and Stock Vested during 2009.”

(3)		Calculated using the NYSE closing price on December 31, ~~2009,~~2012 of ~~$41.39~~$97.19 per share of Common Stock. Excludes the value (based on the Common Stock closing price on December 31, ~~2009)~~2012) of the fractional RSUs resulting from the antidilution adjustment for the Reverse Stock Split and the Special Dividend RSUs, which will be paid in cash, as follows: ~~$19~~$7 for Mr. Britt; ~~$53~~$28 for Mr. Marcus; ~~$59 for Mr. Hobbs; $65~~$84 for Mr. LaJoie; and ~~$69~~$65 for Mr. Lawrence-Apfelbaum. Mr. Lawrence-Apfelbaum elected to receive the Special Dividend retained cash distribution related to some or all of his outstanding RSUs. The market value of Mr. Lawrence-Apfelbaum’s RSUs does not include the Special Dividend retained cash distribution remaining on December 31, 2012 aggregating ~~$522,096,~~$96,507, which will be paid ~~to Mr. Lawrence-Apfelbaum~~ in cash on the ~~respective~~ vesting ~~dates~~date of the underlying RSUs.

Option Exercises and Stock Vested

The following table sets forth as to each of the named executive officers information on exercises of TWC and Time Warner stock options (awarded prior to 2007) and the vesting of ~~TWC and Time Warner~~ RSU awards during ~~2009,~~2012, including: (i) the number of shares of ~~TWC~~Common Stock and Time Warner Common Stock underlying options exercised during ~~2009;~~2012; (ii) the aggregate dollar value realized upon exercise of such options; (iii) the number of shares of ~~TWC and Time Warner~~ Common Stock received from the vesting of awards of ~~TWC and Time Warner restricted stock units~~RSUs during ~~2009;~~2012; and (iv) the aggregate dollar value realized upon such vesting (based on the stock price of ~~TWC or Time Warner~~ Common Stock ~~respectively,~~ on the vesting dates). As described above, on the date of the Separation, certain Time Warner RSUs held by the named executive officers were no longer subject to a risk of forfeiture with the underlying shares of Time Warner Common Stock scheduled for distribution on their original vesting date in 2010.

OPTION EXERCISES AND STOCK VESTED DURING ~~2009~~2012

TWC
TWC
Time Warner
Time Warner
Option Awards(1) Stock Awards Option Awards(1) Stock Awards
Number of
Number of
Number of
Number of

Shares
Value
Shares
Value
Shares
Value
Shares
Value
Acquired on
Realized on
Acquired on
Realized on
Acquired on
Realized on
Acquired on
Realized on
Name
Exercise Exercise) Vesting(2) Vesting(2) Exercise Exercise Vesting(3)(4) Vesting(5)

Glenn A. Britt — — — — 87,442 $ 771,218 13,689 $ 261,447
Robert D. Marcus — — — — — — 7,846 $ 161,387
Landel C. Hobbs — — 1,755 $ 73,570 — — 6,033 $ 123,470
Michael LaJoie 11,081 $ 75,770 — — — — 1,352 $ 29,126
Marc Lawrence-Apfelbaum — — — — — — 1,282 $ 27,673


	TWC Option Awards⁽¹⁾				TWC Stock Awards				Time Warner Option Awards⁽¹⁾
	Number of Shares Acquired on Exercise		Value Realized on Exercise		Number of Shares Acquired on Vesting		Value Realized on Vesting⁽²⁾		Number of Shares Acquired on Exercise		Value Realized on Exercise
Glenn A. Britt		200,000	$	10,167,019		86,375	$	6,669,499		308,572	$	2,319,463
Robert D. Marcus		154,659	$	6,718,682		25,914	$	2,000,935		94,554	$	264,270
Irene M. Esteves		—	$	—		—	$	—		—	$	—
Michael LaJoie		52,788	$	2,129,881		13,226	$	1,021,271		—	$	—
Marc Lawrence-Apfelbaum		77,076	$	3,436,787		5,674	$	438,096		—	$	—


(1)		The value realized on exercise is calculated based on the difference between the sale price per share of Common Stock orand Time Warner Common Stock, as applicable, and the ~~respective~~ option exercise price. The shares of Common Stock acquired upon Mr. LaJoie’s stock option exercise reflect the antidilution adjustments. The shares of Time Warner Common Stock acquired upon Mr. Britt’s stock option exercise reflect certain adjustments to reflect Time Warner’s Spin-Off Dividend and reverse stock split.

(2)		~~Reflects Mr. Hobbs’s Separation-relatedmake-up~~ ~~RSUs that vested on the original vesting date of the Time Warner RSUs that Mr. Hobbs forfeited as a result of the Separation. The value realized upon vesting is calculated~~Calculated using the closing sale price of Common Stock on the NYSE on the vesting ~~date of $41.92 per share.~~

~~(3)~~		~~Reflects (a)~~date. The value does not include the Special Dividend retained cash distribution aggregating $174,806 paid to Mr. Lawrence-Apfelbaum upon the vesting of the second 50% installment of Time Warner RSUs awarded to Mr. Marcus on February 18, 2005; (b) the vesting of the first 50% installment of Time Warner RSUs awarded to the named executive officers on March 3, 2006; (c) with respect to the second 50% installment of Time Warner RSUs awarded on March 3, 2006, (i) as a result of the Separation, pursuant to the terms of their employment agreements, the removal on March 12, 2009 of the risk of forfeiture of such Time Warner RSUsrelated RSUs.


		awarded to Messrs. Britt and Marcus with a scheduled distribution of the underlying shares on the original vesting date; and (ii) as a result of the Separation and the terms of their award agreements, the removal on March 12, 2009 of the risk of forfeiture of a pro rata portion of the Time Warner RSUs awarded to Messrs. Hobbs, LaJoie and Lawrence-Apfelbaum (based on the number of days elapsed between the original grant and vesting dates) with a scheduled distribution of the underlying shares on the original vesting date and the forfeiture of the remaining RSUs; and (d) with respect to the second 50% installment of Time Warner RSUs awarded to Mr. Hobbs on September 16, 2005, the removal on March 12, 2009 of the risk of forfeiture of a pro rata portion of such Time Warner RSUs with a scheduled distribution of the underlying shares on the original vesting date (September 16, 2009) and forfeiture of the remaining RSUs. The payment of withholding taxes due upon vesting of the RSUs generally may be made in cash or by having full shares of underlying Time Warner Common Stock or the Company’s Common Stock, as applicable, withheld from the number of shares delivered to the individual.

~~(4)~~		~~The number of shares of Time Warner Common Stock has been adjusted to reflect the Time Warner1-for-3~~ reverse stock split effected in March 2009. The Time Warner RSUs that vested before March 12, 2009 were not adjusted for the Spin-Off Dividend or Time Warner’s spin-off of AOL Inc. because they were not outstanding as RSUs at that time. Time Warner RSUs that were no longer subject to a risk of forfeiture awaiting distribution as a result of the Separation were adjusted, as provided in Time Warner’s equity plans, to reflect the Spin-Off Dividend and, except for Mr. Hobbs’s award that was distributed in September 2009, the spin-off of AOL Inc.

~~(5)~~		~~Calculated using the closing sale price of Time Warner Common Stock on the NYSE Composite Tape on the vesting date, adjusted, as applicable, to reflect a1-for-3~~ ~~reverse stock split, the Spin-Off Dividend and the spin-off of AOL Inc.~~

Pension Plans

TWC Pension Plans

~~Each~~

Eligible employees of the Company, including the named executive officers, currently ~~participates~~participate in the Time Warner Cable Pension Plan, a tax qualified defined benefit pension plan, and the Time Warner Cable Excess Benefit Pension Plan (the “Excess Benefit Plan”), a nonqualified defined benefit pension plan (collectively, the “TWC Pension Plans”), which are sponsored by the Company. Each of Messrs. Britt, Marcus and LaJoie was an active participant in pension plans sponsored by Time Warner until March 31, 2003, August 14, 2005 and July 31, 1995, respectively, when their respective participation in the TWC Pension Plans commenced.

Mr. Britt received a lump-sum payment of his entitlement under the Time Warner pension plan in 2010.

Federal tax law limits both the amount of compensation that is eligible for the calculation of benefits and the amount of benefits that may be paid to participants under a tax-qualified plan, such as the Time Warner Cable Pension Plan. However, as permitted under Federal tax law, ~~TWC~~the Company has adopted the Excess Benefit Plan that is designed to provide for supplemental payments by ~~TWC~~the Company of an amount that eligible employees would have received under the Time Warner Cable Pension Plan if eligible compensation were subject to a higher limit and there were no payment restrictions. ~~In determining the~~The amount of ~~this~~the payment under the Excess Benefit Plan is calculated based on the differences between (a) the annual benefit that would have been payable under the Time Warner Cable Pension Plan if the annual eligible compensation ~~that is taken into account is limited to~~limit imposed by the tax laws was $350,000 ~~per year. The pension benefit~~(the maximum compensation limit imposed under the Excess Benefit ~~Plan is~~Plan) and (b) the actual benefit payable atunder the ~~participant’s election, in either a lump sum or 120 monthly installments starting six months following termination of employment.~~

Time Warner Cable Pension Plan.

Benefit payments under the TWC Pension Plans are calculated using the highest consecutive five-year average annual compensation (subject to federal law limits and the $350,000 limit referred to above), which is referred to as “average compensation.” Compensation covered by the TWC Pension Plans takes into account salary, bonus, some elective deferrals and other compensation paid, but excludes the payment of deferred or long-term incentive compensation and severance payments. The annual pension payment under the terms of the TWC Pension Plans, if the employee is vested, and if paid as a single life annuity, commencing at age 65, is an amount equal to the sum of:


	•	1.25% of the portion of average compensation that does not exceed the average of the Social Security taxable wage base ending in the year the employee reaches the Social Security retirement age, referred to as “covered compensation,” multiplied by the number of years of benefit service up to 35 years, plus

	•	~~1.67% of the portion of average compensation that exceeds covered compensation, multiplied by the number of years of benefit service up to 35 years, plus~~

	•	~~0.5% of average compensation multiplied by the employee’s number of years of benefit service in excess of 35 years, plus~~

1.67% of the portion of average compensation that exceeds covered compensation, multiplied by the number of years of benefit service up to 35 years, plus

0.5% of average compensation multiplied by the employee’s number of years of benefit service in excess of 35 years, plus

a supplemental benefit in the amount of $60 multiplied by the employee’s number of years of benefit service up to 30 years, with a maximum supplemental benefit of $1,800 per year.


	•	~~a supplemental benefit in the amount of $60 multiplied by the employee’s number of years of benefit service up to 30 years, with a maximum supplemental benefit of $1,800 per year.~~

Special rules apply to various participants who were previously participants in plans that have been merged into the TWC Pension Plans and to various participants in the TWC Pension Plans prior to January 1, 1994. Reduced benefits are available in the case of retirement before age 65 and in other optional forms of benefits payouts, as described below. Eligible employees become vested in benefits under the TWC Pension Plans after completion of five years of service, including service with Time Warner and its affiliates prior to the Separation.

Time Warner Pension Plans

In addition to the benefits to which they are entitled under the TWC Pension Plans, as a result of prior service at Time Warner or one of its affiliates, each of Messrs. ~~Britt,~~ Marcus and LaJoie is entitled to vested benefits under the Time Warner ~~Employees’~~ Pension Plan ~~as amended~~ (the ~~“Old TW~~“TW Pension Plan”~~), as further amended effective as of January 1, 2000, as described below, and renamed (the “Amended TW Pension Plan” and, together with the Old TW Pension Plan, the “TW Pension Plans”~~), which provides benefits to eligible employees of Time Warner and certain of its subsidiaries. Messrs. ~~Britt,~~ Marcus and LaJoie have ceased to be active participants in the TW Pension ~~Plans~~Plan described below and ~~commenced participation~~participate in the TWC Pension Plans described above.

Under the ~~Amended~~terms of the TW Pension Plan ~~a participant accrues benefits~~applicable to Messrs. Marcus and LaJoie, each of them has accrued an annual benefit (calculated based on a lifetime ~~monthly~~ annuity formula) equal to the sum of:


	•	~~1.25% of a participant’s average annual compensation (defined as the highest average annual compensation for any five consecutive full calendar years of employment, which includes~~ 1.25% of his eligible compensation (based on regular salary, overtime and shift differential payments and non-deferred bonuses paid according to a regular program) ~~not in excess of his covered compensation~~ up to the applicable ~~average Social Security wage base, multiplied by his years of benefit service (not in excess of 30) plus~~

	•	~~1.67% of his average annual compensation in excess of such covered compensation multiplied by his years of benefit service (not in excess of 30).~~

Compensation for purposes of calculating average annual compensation under the TW Pension Plans is limited to $200,000 per year for 1988 through 1993, $150,000 per year for 1994 through 2001 and $200,000 per year for 2002 and thereafter (each subject to adjustments provided in the Internal Revenue Code). Eligible employees become vested in all benefits under the TW Pension Plans on the earlier of five years of service or certain other events.

~~Under the Old TW Pension Plan, a participant accrues benefits on the basis of:~~


	•	12/3% of the participant’s average annual compensation (defined as the highest average annual compensation for any five consecutive full and partial calendar years of employment, which includes regular salary, overtime and shift differential payments, and non-deferred bonuses paid according to a regular program) for each year of service up to 30 years plus

	•	~~0.50% of average annual compensation for each year of service over 30.~~

Annual pension benefits under the Old TW Pension Plan are reduced by a Social Security offset determined by a formula that takes into account benefit service of up to 35 years, covered compensation up to the average Social Security wage base, ~~and a disparity factor based on the age at which Social Security benefits are payable (the “Social Security Offset”). Under the Old TW Pension Plan and the Amended TW Pension Plan, the pension~~multiplied by his years of benefit service (not in excess of ~~participants on December 31, 1977 in the former Time Employees’ Profit-Sharing Savings Plan (the “Profit Sharing Plan”) is further reduced by a fixed amount attributable to a portion~~30) plus

1.67% of the ~~employer contributions and investment earnings credited~~remainder of his eligible compensation up to ~~such employees’ account balances~~the limit on eligible compensation imposed by federal tax laws multiplied by his years of benefit service (not in ~~the Profit Sharing Plan as~~excess of ~~such date (the “Profit Sharing Offset”)~~30).

Under the ~~Amended~~ TW Pension Plan, employees who are at least 62 years old and have completed at least ten years of service may elect early retirement and receive the full amount of their annual pension

~~(calculated~~ (calculated as described above). This provision could apply to Messrs. Marcus and LaJoie with respect to their benefits under the TW ~~Plans. Under the Old TW~~ Pension Plan, employees who are at least 60 years old and have completed at least ten years of service may elect early retirement and receive the full amount of their annual pension (calculated as described above). Under this provision, Mr. Britt received a lump-sum pension payout in February 2010 of $1,255,120 (including interest), based on a December 1, 2009 requested commencement date.

Plan.

Time Warner has adopted the Time Warner Excess Benefit Pension Plan (the “TW Excess Plan”), which, like the TWC Excess Benefit Plan, provides for payments by Time Warner of certain amounts that eligible employees would have received under the TW Pension ~~Plans~~Plan if eligible compensation (including deferred bonuses) were limited to $250,000 in 1994 (increased 5% per year thereafter, to a maximum of $350,000) and there were no payment restrictions. ~~The amounts shown in the table do not reflect the effect of an offset that affects certain participants in the TW Pension Plans on December 31, 1977.~~

Forms of Benefit Payments

The benefits under the Time Warner Cable Pension Plan and the TW Pension ~~Plans~~Plan are payable as (i) a single life annuity, (ii) a 50%~~,75%~~, 75% or 100% joint and survivor annuity, (iii) a life annuity that is guaranteed for 10 years (with certain participants in the Time Warner Cable Pension Plan eligible for 5- and 15-year guaranteed periods), or (iv) in certain cases, a lump sum. Spousal consent is required in certain cases. The participant may elect the form of benefit payment at the time of retirement. Mr. Britt may elect a lump-sum distribution under the Time Warner Cable Pension ~~Plan and in 2010 received a lump-sum distribution under the TW Pension Plans.~~Plan. Mr. Lawrence-Apfelbaum would be eligible to elect a partial lump-sum distribution from the Time Warner Cable Pension Plan. In the case of a single life annuity, the amount of the annuity is based on the applicable formulas described above. In the case of a joint and survivor annuity, the amount of the annuity is based on the single life annuity amount but is reduced to take into account the ages of the participant and beneficiary at the time the annuity payments begin and the percentage elected by the participant. In the case of a life annuity that is guaranteed for a period of time, the amount of the annuity is based on the single life annuity amount but is reduced to take into account the guaranteed period. Benefits under the ~~Time Warner Cable~~ Excess Benefit Plan and the TW Excess Plan are payable only as a lump sum, unless the participant elected to receive monthly installments over 10 years by the applicable deadline.

As a result of his timely election, Mr. LaJoie will receive his benefit under the Excess Benefit Plan in monthly installments.

Pension Benefits Table

Set forth in the table below is each named executive officer’s years of credited service and the present value of his or her accumulated benefit under each of the pension plans pursuant to which he or she would be entitled to a retirement benefit computed as of December 31, ~~2009,~~2012, the pension plan measurement date used for financial statement reporting purposes in the Company’s audited consolidated financial statements for the year ended December 31, ~~2009.~~2012. The estimated amounts are based on the assumption that payments under the TWC Pension Plans ~~and the TW Pension Plans~~ will commence upon normal retirement (generally age 65) or, under the TW Pension ~~Plans, early~~Plan, at the earliest retirement ~~(for those who have~~age at ~~least ten years of service)~~which unreduced benefits are assumed to be payable (generally age 62), that the TWC Pension Plans and the TW Pension ~~Plans~~Plan will continue in force in their forms as of December 31, ~~2009,~~2012, that the maximum annual

covered compensation is $350,000 and that no joint and survivor annuity will be payable (which would on an actuarial basis reduce benefits to the employee but provide benefits to a surviving beneficiary). Amounts calculated under the pension formula ~~which~~that exceed Internal Revenue Code limits will be paid under the Excess Benefit Plan or the TW Excess Plan, as the case may be, from TWC’s or Time Warner’s assets, respectively, and are included in the present values shown in the table.

PENSION BENEFITS FOR ~~2009~~2012

Number of

Years
Present Value of

Credited
Accumulated
Payments

Name
Plan Name Service(1) Benefit(2) During 2009

Glenn A. Britt Time Warner Cable Pension Plan 6.8 $ 199,110 —
Time Warner Cable Excess Benefit Plan 6.8 $ 116,700 —
Old TW Pension Plan 30.7 $ 1,214,810 (3) —
TW Excess Plan(4) 30.7 $ — $ 837,072

Total 37.5 $ 1,530,620 $ 837,072

Robert D. Marcus Time Warner Cable Pension Plan 4.4 $ 48,640 —
Time Warner Cable Excess Benefit Plan 4.4 $ 28,710 —
Amended TW Pension Plan 7.7 $ 109,810 —
TW Excess Plan(4) 7.7 $ — $ 64,917

Total 12.1 $ 187,160 $ 64,917

Landel C. Hobbs Time Warner Cable Pension Plan 8.3 $ 105,910 —
Time Warner Cable Excess Benefit Plan 8.3 $ 63,950 —

Total 8.3 $ 169,860

Michael LaJoie Time Warner Cable Pension Plan 14.4 $ 300,930 —
Time Warner Cable Excess Benefit Plan 14.4 $ 178,560 —
Amended TW Pension Plan 1.6 $ 41,860 —
TW Excess Plan 1.6 $ 30,120 —

Total 16.0 $ 551,470

Marc Lawrence-Apfelbaum Time Warner Cable Pension Plan 19.5 $ 393,310 —
Time Warner Cable Excess Benefit Plan 19.5 $ 234,410 —

Total 19.5 $ 627,720


	Plan Name	Number of Years Credited Service⁽¹⁾		Present Value of Accumulated Benefit⁽²⁾		Payments During 2012

Glenn A. Britt	Time Warner Cable Pension Plan		9.8	$	442,090	$	—
	Time Warner Cable Excess Benefit Plan		9.8		207,050		—

	Total		9.8	$	649,140	$	—

Robert D. Marcus	Time Warner Cable Pension Plan		7.4	$	164,990	$	—
	Time Warner Cable Excess Benefit Plan		7.4		79,910		—
	TW Pension Plan		7.7		195,060		—

	Total		15.1	$	439,960	$	—

Irene M. Esteves	Time Warner Cable Pension Plan		0.5	$	15,800	$	—
	Time Warner Cable Excess Benefit Plan		0.5		7,030		—

	Total		0.5	$	22,830	$	—

Michael LaJoie	Time Warner Cable Pension Plan		17.4	$	616,670	$	—
	Time Warner Cable Excess Benefit Plan		17.4		292,270		—
	TW Pension Plan		1.6		62,280		—
	TW Excess Plan		1.6		44,810		—

	Total		19.0	$	1,016,030	$	—

Marc Lawrence- Apfelbaum	Time Warner Cable Pension Plan		22.5	$	776,690	$	—
	Time Warner Cable Excess Benefit Plan		22.5		369,690		—

	Total		22.5	$	1,146,380	$	—


(1)		Consists of the number of years of service credited to the executive officers as of December 31, ~~2009~~2012 for the purpose of determining benefit service under the applicable pension plan.

(2)		The present values of accumulated benefits for the TWC Pension Plans as of December 31, ~~2009~~2012 were calculated using a ~~6.16%~~4.31% discount and lump-sum rate and the RP-2000 Mortality Table projected to 2020, with no collar adjustment, consistent with the assumptions used in the calculation of the Company’s benefit obligations as disclosed in Note 14 to the audited consolidated financial statements of the Company included in the ~~2009~~2012 Form 10-K. The present value of the accumulated benefits for the TW Pension ~~Plans~~Plan and the TW Excess Plan were calculated using a ~~5.79%~~4.02% discount and lump sum rate and the RP-2000 Mortality Table projected to 2020 with white collar adjustment. The present values also assume all benefits are payable at the earliest retirement age at which unreduced benefits are assumed to be payable (which is age 65 under the TWC Pension Plans, and age 62 under the TW Pension ~~Plans~~Plan in the case of Messrs. Marcus and ~~LaJoie, and age 60 under the TW Pension Plans in the case of Mr. Britt)~~LaJoie) valued as if paid as a life annuity, except for Mr. Britt’s benefits under the TW Pension Plans, which are assumed payable as a lump sum determined using a 5.79% lump sum rate and the RP-2000 Mortality Table projected to 2020 as of December 31, 2009. No preretirement turnover is reflected in the calculations.

~~(3)~~		Because of certain grandfathering provisions under the TW Pension Plans, the benefit of participants with a minimum of ten years of benefit service whose age and years of benefit service equal or exceed 65 years as of January 1, 2000, including Mr. Britt, will be determined under either the provisions of the Old TW Pension Plan or the Amended TW Pension Plan, whichever produces theannuity.


		~~greater benefit. The amount shown in the table is greater than the estimated annual benefit payable under the Amended TW Pension Plan and the TW Excess Plan.~~

~~(4)~~		During 2008, Messrs. Britt and Marcus each elected to receive a lump-sum distribution of the present value of his accumulated benefit under the TW Excess Plan as of June 30, 2009. This payment was made by Time Warner on or about July 1, 2009.

Nonqualified Deferred Compensation

Certain of the named executive officers participate, or have participated, in nonqualified deferred compensation plans maintained by the Company or Time Warner or their respective affiliates. None of these plans provides, or has provided, a guaranteed rate of return on deferred amounts.

Prior to 2003, the Time Warner Entertainment Deferred Compensation Plan, an unfunded deferred compensation plan (the “TWE Deferral Plan”), permitted certain employees of the Company and its affiliates (including certain named executive officers) to defer receipt of all or a portion of their annual bonus until a specified future date aton which a lump-sum or installment distribution would be made based on the participant’s election. During the deferral period, the participant selects a crediting rate or rates to be applied to the deferred amount from certain of the third party investment vehicles then offered under the TWC Savings Plan and may change that selection quarterly. Mr. Lawrence-Apfelbaum has an account in the TWE Deferral Plan and Mr. Britt has an account balance as a result of the transfer of his account balance from a Time Warner nonqualified deferred compensation plan. Since March 2003, deferrals may no longer be made under the TWE Deferral Plan but amounts previously credited under the Plan continue to track the available crediting rate elections.

In addition, prior to 2001, pursuant to his employment agreement then in place, TWE made contributions for Mr. Britt to a separate deferred compensation account maintained in a grantor trust. This individual account was invested in certain eligible securities by a third-party investment advisor designated by the Company (subject to Mr. Britt’s approval). In accordance with the terms of the deferred compensation arrangement, the accrued amount in the account, as valued on December 31, 2009 pursuant to its terms, was paid to Mr. Britt in a lump sum in cash in early 2010. Earnings on the account during 2009 were based on the earnings of the actual investments selected by the investment advisor, adjusted for taxes on realized income computed as if the account was a stand-alone corporation conducting 40% of its business in New York City. The ~~account was reduced by such taxes on a net operating profit basis or credited with a tax benefit in the event the account sustained a net operating loss.~~

~~Mr. Marcus participated in a Time Warner deferred compensation plan prior to being employed by the Company, the terms of which are substantially the same as the~~ TWE Deferral ~~Plan. In 2008, Mr. Marcus elected to receive~~Plan does not provide a ~~lump-sum distribution~~guaranteed rate of his account balance under the Time Warner plan and in April 2009, he received the distribution reflected in the table below. While Mr. Marcus could no longer make deferrals under the Time Warner plan, prior to the distribution, he could select the crediting rate applied to thereturn on deferred ~~amount similarly to accounts maintained under the TWE Deferral Plan.~~

During his employment with Turner Broadcasting System, Inc. (a subsidiary of Time Warner), prior to his employment by the Company, Mr. Hobbs deferred a portion of his compensation under the Turner Broadcasting System, Inc. Supplemental Benefit Plan, a nonqualified defined contribution plan, and received matching contributions. In 2008, Mr. Hobbs elected to receive a lump-sum distribution of his account balance and in April 2009, he received the distribution reflected in the table below. While he could no longer make deferrals under this plan, prior to the distribution, he could maintain his existing account and select among several crediting rates, similar to those available under the Time Warner Savings Plan, to be applied to the balance maintained in a rabbi trust on his behalf and could change his selection of crediting rates once per month.

amounts.

Set forth in the table below is information about the earnings, if any, credited to the accounts maintained by the named executive officers under ~~these arrangements~~the TWE Deferral Plan and any withdrawal or distributions therefrom during ~~2009~~2012 and the balance in the account on December 31, ~~2009.~~

492012.

NONQUALIFIED DEFERRED COMPENSATION FOR ~~2009~~2012

Aggregate
Executive
Registrant
Aggregate
Aggregate
Balance at
Contributions
Contributions
Earnings
Withdrawals/
December 31,
Name
in 2009 in 2009 in 2009(5) Distributions 2009

Glenn A. Britt(1) — — $ 161,660 — $ 2,729,010
Robert D. Marcus(2) — — $ (45,031 ) $ 1,049,107 —
Landel C. Hobbs(3) — — $ (11,639 ) $ 158,311 —
Michael LaJoie — — — — —
Marc Lawrence-Apfelbaum(4) — — $ 6,980 — $ 30,580


Name	Executive Contributions in 2012		Registrant Contributions in 2012		Aggregate Earnings in 2012⁽¹⁾		Aggregate Withdrawals/ Distributions		Aggregate Balance at December 31, 2012
Glenn A. Britt	$	—	$	—	$	1,528	$	—	$	93,295
Robert D. Marcus		—		—		—		—		—
Irene M. Esteves		—		—		—		—		—
Michael LaJoie		—		—		—		—		—
Marc Lawrence-Apfelbaum		—		—		6,197		—		39,849


(1)		The amounts reported for Mr. Britt consist of the aggregate earnings and the aggregate year-end balance credited to his account in the TWE Deferral Plan (earnings of $2,039, year-end balance of $88,659) and his individual deferred compensation account provided under the terms of his employment agreement (income of $159,621, year-end balance of $2,640,351).

~~(2)~~		The amounts reported for Mr. Marcus reflect the aggregate loss, distribution and the year-end balance credited to his nonqualified deferred compensation account under the Time Warner deferred compensation plan.

~~(3)~~		~~The amounts reported for Mr. Hobbs reflect the aggregate loss, distribution and the year-end balance credited to his account in the Turner Broadcasting System, Inc. Supplemental Benefit Plan.~~

~~(4)~~		~~The amounts reported for Mr. Lawrence-Apfelbaum reflect the aggregate earnings and the year-end balance credited to his account under the TWE Deferral Plan.~~

~~(5)~~		None of the amounts reported in this column are required to be reported as compensation for fiscal year ~~2009~~2012 in the Summary Compensation Table.

Employment Agreements

The ~~following is a description of the~~ material terms of the compensation provided to the Company’s named executive officers during the term of their employment pursuant to employment agreements between the Company ~~or TWE,~~ and each ~~executive.~~executive are described below. See “—Potential Payments ~~Upon~~upon Termination orof Employment” and “—Potential Payments upon a Change in Control” for a description of the payments and benefits that would be provided to the Company’s named executive officers in connection with a termination of their employment or a change in control of the Company.

Glenn A. Britt. ~~In 2009,~~ During 2012, Mr. Britt served as the ~~Company entered into~~Company’s Chairman and Chief Executive Officer pursuant to a ~~new~~fixed-term employment agreement ~~with Mr. Britt,~~ effective ~~as of~~ August 3, 2009, which ~~provides that Mr. Britt will serve as the Company’s Chairman, President and Chief Executive Officer through~~was amended during 2011, among other things, to extend its term for an additional year to December 31, ~~2012.~~2013. At the end of such term, Mr. Britt’s agreement and employment ~~terminates~~terminate automatically, ~~on December 31, 2012,~~ unless earlier terminated, or extended, pursuant to its terms. ~~The~~For 2012, the agreement provides Mr. Britt with (a) a minimum annual base salary of ~~$1,000,000 through 2009, increasing to $1,250,000 on January 1, 2010;~~$1,250,000; (b) an annual discretionary ~~cash~~ bonus with a target amount of 500% of his base salary, no minimum bonus entitlement and a maximum bonus opportunity of 150% of the target bonus; and (c) annual long-term incentive compensation ~~beginning in 2010, for each year of the agreement,~~ with a target value of approximately ~~$7,500,000~~$8,500,000 (based on a valuation method established by the Company), which may be in the form of stock options, RSUs, other equity-based awards, any of which may include performance-based vesting conditions, cash or other components, or any combination of such forms, as may be determined by the Company’s Board of Directors or, if delegated by the Board, the Compensation Committee, in its sole discretion. In addition, pursuant to the terms of the agreement, on August 3, 2009, Mr. Britt was awarded a one-time grant of stock options to purchase shares of Common Stock with a value of $2 million determined in accordance with the Company’s option valuation procedures and with the same vesting and other terms as the Company’s standard form of stock option agreement in effect on the date of grant. Mr. Britt participates in the benefit plans and programs available to the Company’s other senior executive officers, including $50,000 of group life insurance and reimbursement of financial services. ~~Pursuant to the terms of the agreement, effective December 31, 2009, Mr. Britt’s eligibility for automobile allowance benefits terminated automatically.~~ Mr. Britt also receives an annual payment equal to two times the premium cost for ~~$4 million~~$4,000,000 of life insurance as determined by the Company based on its GUL insurance program. Mr. Britt’s agreement includes compensation forfeiture and “clawback” provisions triggered upon (a) Mr. Britt’s breach of the restrictive covenant obligations under the agreement, (b) certain other “for cause” termination events, or (c) the material misstatement of the Company’s financial results that impact Company

~~performance criteria. The agreement also includes~~and confidentiality terms, as well as non-solicitation, non-compete and non-disparagement covenants that apply during and after the term of ~~Mr. Britt’s employment and for twelve months after~~ his ~~termination date.~~

employment.

Robert D. Marcus.During ~~2009,~~2012, Mr. Marcus served as the Company’s ~~Senior Executive Vice~~ President and Chief ~~Financial~~Operating Officer pursuant to ana fixed-term employment agreement effective December 14, 2010, which provides that ~~was automatically~~Mr. Marcus will serve the Company in such capacity until December 31, 2013, unless earlier terminated or extended ~~for consecutive one-month periods from~~pursuant to its ~~August 15, 2008~~terms. If the employment agreement is not extended or renewed at or before its expiration date, ~~subject to termination by either party upon advance written notice.~~Mr. Marcus’s employment will continue thereafter on an at-will basis. The agreement ~~provided~~further provides Mr. Marcus with (a) a minimum annual base salary of ~~$650,000 (which was increased~~$1,000,000; (b) an annual discretionary bonus with a target amount of $2,500,000 (increased to ~~$800,000~~$3,000,000 by the Compensation Committee asstarting in 2013); and (c) annual long-term incentive compensation with a target value of ~~January 1, 2008), an annual discretionary target bonus of 125% of his base salary (which was increased~~approximately $4,500,000 (increased to $6,000,000 by the Compensation Committee ~~to 175%~~starting in 2013) (based on a valuation method established by the Company), which may be in the form of stock options, RSUs, other equity-based awards, any of which may include performance-based vesting conditions, cash or other components, or any combination of such forms, as of January 1, 2008), subject to Mr. Marcus’s and the Company’s performance, a discretionary annual equity and other long-term incentive compensation award with a minimum target value of $1,300,000 (which was increased to 225% of base salarymay be determined by the Compensation Committee, ~~as of January 1, 2008), subject to Mr. Marcus’s and the Company’s performance, and~~in its sole discretion. The employment agreement provides for participation in the Company’s benefit plans and programs, including $50,000 of group life insurance and reimbursement of financial services. Mr. Marcus also ~~received~~receives an annual payment equal to two times the

premium cost for ~~$2 million~~$2,000,000 of life insurance as determined by the Company based on its GUL insurance program.

~~On December 31, 2009, the Company and~~ Mr. ~~Marcus entered into a fixed-term~~Marcus’s employment agreement ~~effective January 1, 2010, which provides~~includes compensation forfeiture and “clawback” provisions and confidentiality terms, as well as non-solicitation, non-compete and non-disparagement covenants that ~~Mr. Marcus will continue to serve~~apply during and after the term of his employment.

Irene M. Esteves. During 2012, Ms. Esteves served as the Company’s ~~Senior~~ Executive Vice President and Chief Financial Officer ~~until the~~pursuant to a fixed-term employment agreement ~~terminates automatically on December 31, 2012,~~that provides that Ms. Esteves will serve the Company in such capacity until July 14, 2014, unless earlier terminated or extended pursuant to its terms. If the ~~2010~~ employment agreement is not extended or renewed at or before its expiration date, ~~Mr. Marcus’s~~Ms. Esteves’s employment ~~continues~~will continue thereafter on an at-will basis. If Mr. Marcus’s employment is terminated without cause while he is serving as an at-will employee, subject to the execution and delivery of a release of claims, (a) his outstanding equity awards will be treated as if he had been terminated without cause, as described below, and (b) he will be entitled to benefits under an executive level severance program that will provide a minimum severance benefit equal to his base salary and target bonus in effect at the time of the termination for twelve months from the termination date. The ~~2010~~ agreement further provides ~~Mr. Marcus~~Ms. Esteves with ~~beginning January 1, 2010,~~ (a) a minimum annual base salary of ~~$900,000;~~$800,000; (b) an annual discretionary ~~cash~~ bonus with a target amount of ~~$1,500,000;~~$1,200,000; and (c) annual long-term incentive compensation with a target value of approximately ~~$3,100,000~~$3,000,000 (based on a valuation method established by the Company), which may be in the form of stock options, RSUs, other equity-based awards, any of which may include performance-based vesting conditions, cash or other components, or any combination of such forms, as may be determined by the Compensation Committee, in its sole discretion. ~~Mr. Marcus’s 2010~~The employment agreement includes compensation clawback provisions triggered upon (a) breach of Mr. Marcus’s restrictive covenant obligations, (b) certain other “for cause” termination events, or (c) the material misstatement of the Company’s financial performance. The 2010 employment agreement continues to provide Mr. Marcus with participation in the Company’s benefit plans and programs described above, as well as post-employment non-compete, non-solicitation and confidentiality provisions.

~~Landel C. Hobbs.~~ During 2009, Mr. Hobbs served as the Company’s Chief Operating Officer pursuant to an employment agreement with a term through January 31, 2011, subject to earlier termination as provided in the agreement and automatic extensionsprovides for consecutive one month periods, unless terminated by the parties upon advance written notice. The agreement provided Mr. Hobbs with a minimum annual base salary of $900,000, an annual discretionary target bonus of 233% of his base salary, subject to Mr. Hobbs’s and the Company’s performance, a discretionary annual equity and other long-term incentive compensation award with a minimum target value of $3,000,000, subject to Mr. Hobbs’s and the Company’s performance, and participation in the Company’s benefit plans and programs, including ~~$50,000 of~~ group life insurance and reimbursement of financial services. ~~The~~Ms. Esteves’s employment agreement ~~also provides for an annual payment equal to two times~~includes compensation forfeiture and “clawback” provisions and confidentiality terms, as well as non-solicitation, non-compete and non-disparagement covenants that apply during and after the ~~premium cost for $1.5 million~~term of ~~life insurance as determined by~~her employment.

In addition, in connection with joining the Company ~~based on its GUL insurance program.~~

~~On December 31, 2009,~~in 2011, the Company ~~and Mr. Hobbs entered into a fixed-term employment agreement effective January 1, 2010, which provides that Mr. Hobbs will continue~~agreed to ~~serve as the Company’s Chief Operating Officer until the employment agreement terminates automatically on January 31, 2011, unless~~

earlier terminated pursuant to its terms. If the 2010 employment agreement is not extended or renewed at or before its expiration date, Mr. Hobbs’s employment continues thereafter on an at-will basis. If Mr. Hobbs’s employment is terminated without cause while he is serving as an at-will employee, subject to the executionmake certain one-time payments and ~~delivery of a release of claims, (a) his outstanding~~ equity awards ~~will be treated as if he had been terminated without cause, as described below,~~to Ms. Esteves in 2011 and ~~(b) he will be entitled~~2012 to ~~benefits under an executive level severance program that will provide~~compensate for certain forfeited compensation from her prior employer: (a) in 2011, cash payments of $820,000 and a ~~minimum severance benefit equal to his base salary and target bonus in effect~~special time-based RSU grant valued at approximately $3,725,000 at the time of ~~the termination for 24 months from the termination date if the termination occurs prior~~grant pursuant to December 31, 2012 and for 12 months if it occurs thereafter. The 2010 agreement further provides Mr. Hobbs with, beginning January 1, 2010, (a) a minimum annual base salary of $1,000,000; (b) an annual discretionary cash bonus with a target amount of $2,100,000; and (c) annual long-term incentive compensation with a target value of approximately $3,650,000 (based on a valuation method established by the Company), which may be in the form of stock options, RSUs, other equity-based awards, cash or other components, or any combination of such forms, as may be determined by the Compensation Committee, in its sole discretion. Mr. Hobbs’s 2010 employment agreement includes the same compensation clawback provisions as Mr. Marcus’s 2010 agreement. The 2010 employment agreement continues to provide Mr. Hobbs with participation in the Company’s ~~benefit plans~~valuation methodology, 75% of which will vest on the second anniversary of the grant date and ~~programs described above, including an annual~~25% of which will vest on the third anniversary of the grant date; and (b) in 2012, a cash payment ~~equal~~of $240,000, in each case, subject to ~~two times the premium cost for $2 million of life insurance as determined~~her continued employment by the Company ~~based~~ on ~~its GUL insurance program, as well as post-employment non-compete, non-solicitation~~the applicable payment and ~~confidentiality provisions.~~

vesting dates, and, in certain cases, subject to her execution of her employment agreement with the Company.

Michael LaJoie. During ~~2009,~~2012, Mr. LaJoie served as the Company’s Executive Vice President and Chief Technology Officer pursuant to an employment agreement, effective as of June 1, 2000, which was ~~previously~~ renewed ~~and amended on December 18, 2009, effective as of January 1, 2010~~ through December 31, 2014 in December 2011, subject to earlier termination as provided in the agreement. The agreement provides for a minimum annual base salary ~~of $525,000 (increased~~(which was increased from $645,000 to ~~$600,000 effective February 19, 2010)~~$650,000 by the Compensation Committee starting in 2013) and an annual discretionary target bonus of 100% of his base salary, subject to Mr. LaJoie’s and the Company’s performance, and participation in the Company’s benefit plans and programs, including life insurance. The Compensation Committee established a ~~2010~~2013 long-term incentive compensation target value of ~~175% of base salary~~$1,700,000 for Mr. LaJoie. Mr. LaJoie also receives group term life insurance coverage and supplemental group term life insurance coverage with an aggregate death benefit equivalent to two and a half times his annual base salary and bonus pursuant to the agreement. The agreement also includes confidentiality terms as well as non-solicitation, non-compete and non-disparagement covenants that apply during and after his employment. The Company’s failure ~~prior to the expiration of the agreement,~~ to offer Mr. LaJoie a renewal agreement with terms substantially similar to those of his current agreement is considered a termination without cause.

Marc Lawrence-Apfelbaum.During ~~2009,~~2012, Mr. Lawrence-Apfelbaum served as the Company’s Executive Vice President, General Counsel and ~~Secretary pursuant to an~~Secretary. In February 2012, Mr. Lawrence-Apfelbaum and the Company entered into a new employment agreement, with a fixed term ~~of three years, subject~~through February 15, 2015, unless earlier terminated or extended pursuant to ~~earlier termination as provided in~~its terms. If the ~~agreement. Prior to January 1 of each year, the Company may renew the term of~~employment agreement is not extended or renewed at or before its expiration date, Mr. Lawrence-Apfelbaum’s employment will continue thereafter on an at-will basis. The agreement ~~for a term of three years from that date.~~further provides Mr. Lawrence-Apfelbaum’s employment agreement has been extended in successive three-year terms through December 2009. On December 10, 2009, Mr. Lawrence-Apfelbaum’s employment agreement was amended effective January 1, 2010 and the term extended through December 31, 2012. The amended agreement provides forLawrence-Apfelbaum with (a) a minimum annual base salary ~~(which was increased from $550,000 to $600,000 by the Compensation Committee effective February 19, 2010), and~~of $650,000, (b) an annual discretionary bonus with a target ~~bonus (which is currently 100%~~amount of ~~his base salary as previously approved by the Compensation Committee),~~$650,000, with no minimum bonus entitlement, ~~subject to Mr. Lawrence-Apfelbaum’s~~ and ~~the Company’s performance,~~(c) annual total target compensation (comprised of base salary, target bonus and ~~participation in the Company’s benefit plans and programs, including life insurance. The Compensation Committee established a 2010~~target long-term incentive compensation, ~~target value~~based on a valuation method established by the Company) of ~~175% of base salary for Mr. Lawrence-Apfelbaum. In addition,~~$2,875,000. Consistent with his previous agreement, the ~~amended~~2012 agreement provides that all equity awards granted by the Company to Mr. Lawrence-Apfelbaum ~~after the effective date of the amendment~~ will be eligible for “retirement” treatment ~~if at~~(within the ~~time~~meaning of the respective equity

award agreements) as a result of his ~~termination of employment, Mr. Lawrence-Apfelbaum is~~having attained age 55 ~~years old and has~~with more than ten years of service with the Company or its affiliates regardless of any other definition of retirement in the related equity award agreements. The employment agreement provides for participation in the Company’s benefit plans and programs, including group life insurance. Mr. Lawrence-Apfelbaum also receives an annual payment equal to the premium cost for life insurance with a death benefit equivalent to three times his annual base salary and bonus pursuant to the agreement, as determined by the Company based on its GUL insurance program. Mr. Lawrence-Apfelbaum’s employment agreement includes compensation forfeiture and “clawback” provisions and confidentiality terms, as well as non-solicitation, non-compete and non-disparagement covenants that apply during and after the term of his employment.

Right to Recover Compensation. The ~~Company’s failure, prior~~

named executive officers are subject to compensation “clawback” provisions under the terms of their employment agreements and/or equity award agreements. These provisions allow the Company to require repayment of certain compensation in the event of a termination for “cause.” In the case of Messrs. Britt, Marcus and Lawrence-Apfelbaum and Ms. Esteves, the clawback provisions are also applicable following a financial restatement or a determination that incentive compensation was paid based on incorrect financial performance results.

Potential Payments upon Termination of Employment

Under their respective employment agreements, the named executive officers are entitled to certain payments and benefits upon their termination of employment during the ~~expiration~~term of their employment agreements for various reasons (such as an involuntary termination without cause or termination by reason of the ~~agreement, to offer Mr. Lawrence-Apfelbaum a renewal agreement with terms substantially similar to those~~Company’s material breach of ~~his current agreement is considered a termination without cause.~~

~~Potential Payments Upon Termination or Change in Control~~

the agreement). The following table and summaries quantify and ~~tables~~ describe ~~and quantify~~ the potential ~~additional~~ payments and benefits that would be provided to each of the Company’s named executive officers in connection with a termination of employment ~~or a change in control of the Company~~under various circumstances on December 31, ~~2009~~2012 under the executive’s employment agreement and other Company compensation arrangements, in each case as in effect on such ~~date,~~date.


Termination Reason	Base Salary Continuation		Pro Rata Bonus⁽¹⁾		Annual Bonus Continuation		Aggregate Benefit Plan Continuation⁽²⁾		Stock-Based Awards⁽³⁾		Other⁽⁴⁾		Total
Glenn A. Britt
Without Cause⁽⁵⁾	$	2,500,000	$	6,617,188	$	12,500,000	$	32,455	$	50,032,191	$	446,752	$	72,128,586
Retirement/Voluntary		—		—		—		—		50,032,191		—		50,032,191
For Cause		—		—		—		—		—		—		—
Death⁽⁶⁾		—		6,617,188		—		—		50,032,191		—		56,649,379
Disability		937,500		6,617,188		4,687,500		15,134		50,032,191		152,896		62,442,409
Robert D. Marcus
Without Cause⁽⁵⁾	$	2,000,000	$	2,646,875	$	5,000,000	$	42,982	$	23,185,572	$	58,064	$	32,933,493
Retirement/Voluntary		—		—		—		—		—		—		—
For Cause		—		—		—		—		—		—		—
Death⁽⁶⁾		—		2,646,875		—		—		23,185,572		—		25,832,447
Disability		1,500,000		2,646,875		3,750,000		42,982		23,185,572		58,064		31,183,493
Irene M. Esteves
Without Cause⁽⁵⁾	$	1,600,000	$	1,270,500	$	2,400,000	$	37,982	$	8,480,339	$	50,000	$	13,838,821
Retirement/Voluntary		—		—		—		—		—		—		—
For Cause		—		—		—		—		—		—		—
Death⁽⁶⁾		—		1,270,500		—		—		8,480,339		—		9,750,839
Disability		1,200,000		1,270,500		1,800,000		37,982		8,480,339		50,000		12,838,821
Michael LaJoie
Without Cause⁽⁵⁾	$	1,612,500	$	679,365	$	1,744,564	$	47,915	$	6,771,595	$	27,003	$	10,882,942
Retirement/Voluntary⁽⁷⁾		2,418,750		679,365		1,570,107		77,651		6,771,595		15,753		11,533,221
For Cause		—		—		—		—		—		—		—
Death⁽⁶⁾		—		679,365		—		—		6,771,595		645,000		8,095,960
Disability		1,612,500		679,365		1,744,564		—		6,771,595		—		10,808,024
Marc Lawrence-Apfelbaum
Without Cause⁽⁵⁾	$	1,950,000	$	679,365	$	1,950,000	$	69,293	$	7,198,453	$	171,393	$	12,018,504
Retirement/Voluntary		—		—		—		—		7,198,453		—		7,198,453
For Cause		—		—		—		—		—		—		—
Death⁽⁶⁾		—		679,365		—		—		7,198,453		—		7,877,818
Disability		1,950,000		679,365		1,950,000		69,293		7,198,453		—		11,847,111

(1)	The pro rata bonus amount represents the executive’s actual full-year 2012 bonus determined based on the Company’s 2012 performance.

(2)

Includes the estimated cost of continued health, life and disability insurance, based on 2013 rates. For Mr. Britt, the value of a health insurance subsidy under the Time Warner Inc. Retiree Medical Plan to which he is entitled upon retirement pursuant to an arrangement with Time Warner is not reflected.

(3)

Reflects the value of unvested stock options and RSUs that will vest as a result of the applicable termination of employment based on the excess of the closing sale price of Common Stock on December 31, 2012 ($97.19) over the exercise price of stock options and the closing sale price of Common Stock on December 31, 2012 ($97.19) for RSUs and assumes the performance goal for performance-based awards is achieved and certified. The value for Mr. Lawrence-Apfelbaum also includes the Special Dividend retained cash distribution.

(4)	Reflects the following components in the event of termination without cause or due to retirement and/or disability:


					One-Time Benefit
	Annual Benefit				Termination without Cause						Retirement
	Financial Services		Life Insurance- related Benefits		Office Space		Secretarial Support		Outplacement Services		Office Expense
Glenn A. Britt	$	100,000	$	52,896	$	80,960	$	60,000	$	—	$	—
Robert D. Marcus		25,000		4,032		—		—		—		—
Irene M. Esteves		25,000		—		—		—		—		—
Michael LaJoie		—		1,534		14,168		—		9,000		10,000
Marc Lawrence-Apfelbaum		—		16,811		80,960		40,000		—		—

In addition to the amount shown above, the executive would also receive distributions under the Excess Benefit Plan and/or the TWE Deferral Plan following termination, as described under “—Pension Plans” and “—Nonqualified Deferred Compensation.” Effective January 1, 2013, Messrs. LaJoie and Lawrence-Apfelbaum no longer receive a financial services benefit.

(5)

In the event of a termination of employment without cause within a designated period after a change-in-control event (as defined below), the severance benefits would be the same as shown for a termination without cause, except that for Mr. Marcus and Ms. Esteves, the severance benefits would be payable for a 36-month period instead of a 24-month period as follows:


	Base Salary Continuation		Annual Bonus Continuation		Aggregate Benefit Plan Continuation		Other
Robert D. Marcus	$	3,000,000	$	7,500,000	$	69,293	$	87,096
Irene M. Esteves		2,400,000		3,600,000		60,582		75,000

(6)	Excludes any death benefits payable under the Company-paid life insurance plan provided to all eligible TWC employees. For Mr. LaJoie, represents the death benefit payable under the Company-paid supplemental life insurance coverage provided under the terms of his employment agreement.

(7)	Assumes Mr. LaJoie exercises the retirement option under his employment agreement, as described below, resulting in base salary, annual bonus and benefit plan continuation for a total of 45 months.

Termination without Cause

Termination of Employment during Employment Agreement Term. Each of the ~~Company’s other compensation plans~~named executive officers is entitled to payments and ~~programs. In determining the~~ benefits ~~payable upon certain terminations of employment, the Company has assumed in all cases that (i)~~under the executive’s employment ~~terminates on December 31, 2009, (ii) he does not become employed~~agreement or other compensation arrangements upon a termination of employment by ~~a new employer or return to work for~~ the Company ~~and (iii) after the~~without cause (generally defined as described below) or termination of ~~his~~ employment ~~he does not~~by the executive following the Company’s material breach ~~any~~ of the ~~restrictive covenants (including non-competition, non-solicitation and confidentiality) contained in his~~ employment ~~agreement.~~

~~Glenn A. Britt~~

Under his employment agreement, Mr. Britt is entitled to certain payments and benefits upon the Company’s termination of his employment “without cause,” upon Mr. Britt’s resignation due to the Company’s “material breach” of the agreement (collectively referred to as a ~~termination “without~~“termination without cause”) and in connection with his termination of employment for other reasons. For this purpose, “cause” includes certain felony convictions and certain willful and intentional actions by Mr. Britt including failure to perform material duties; misappropriation, embezzlement or destruction of. In the Company’s property; material breach of duty of loyalty to the Company having a significant adverse financial impact on the Company or the Company’s reputation; improper conduct materially prejudicial to the Company’s business; and material breach of certain restrictive covenants regarding non-competition, non-solicitation of employees, customers and suppliers, and nondisclosure of confidential information. A “material breach” of the agreement for purposesevent of a termination without cause, ~~includes (a)~~ the ~~Company’s failure to cause a successor to assume~~executives would receive the ~~Company’s obligations under~~following payment and benefits:

Any earned but unpaid base salary through the ~~employment agreement; (b) Mr. Britt’s not being employed as~~termination date.

Any accrued but unpaid bonus for the Company’s Chairman, CEO and President with authority, functions, duties and powers consistent with that position or not reporting solely to the Board; (c) Mr. Britt’s not being reelected or otherwise ceasing to be a member of the Board, other than in connection with Mr. Britt’s removal as a director for cause or no longer serving as Chairman of the Board as a result of any change in applicable law or stock exchange listing requirements; and (d) Mr. Britt’s principal place of employment being anywhere other than the Company’s principal corporate offices in the New York City metropolitan area.

~~For Cause; Voluntary Resignation or Retirement Absent Material Breach by Company.~~ ~~If the Company terminates Mr. Britt’s employment for cause (as defined above), or Mr. Britt voluntarily resigns or retires~~year prior to the year in which termination of employment occurs, based on actual Company performance results for such year.

A pro rata portion of any bonus through the termination date for the year of termination, based on actual Company performance results for such year.

Severance payments over the following severance periods, paid on the Company’s normal payment dates for salary and bonuses:

in the case of Messrs. Britt and Marcus and Ms. Esteves, annual base salary and annual target bonuses for a 24-month severance period;

Ø
in the case of Mr. LaJoie, annual base salary and a bonus representing his current target bonus (or, if greater, an average of his two most recent bonuses) for a 30-month severance period; and

in the case of Mr. Lawrence-Apfelbaum, annual base salary and annual target bonus on the effective date of termination (or his annual base salary and annual target bonus in effect on the effective date of his employment agreement, if greater) for a 36-month severance period.

Additional benefits during the severance period:

continued participation in the Company’s health and welfare benefits and certain cable services and, for Messrs. Britt and Marcus and Ms. Esteves, financial services;

in the case of Messrs. Britt, Marcus and Lawrence-Apfelbaum, continued payments equal to the premium cost of certain life insurance and, for Mr. LaJoie, continued supplemental life insurance coverage;

in the case of Messrs. Britt and Lawrence-Apfelbaum, one year of office space and secretarial services; and

in the case of Mr. LaJoie, executive level outplacement and one year of office space.

Outstanding equity awards would be treated as follows, subject to satisfaction of any performance condition under the relevant award:

in the case of Mr. Britt, (a) all unvested stock options would continue to vest during his severance period and would be fully vested at the conclusion of the severance period, with an exercise period continuing for five years thereafter (but not beyond the original expiration date), and (b) all unvested RSUs would vest upon termination of employment;

in the case of Mr. Marcus, (a) unvested stock options and RSUs granted before 2010 would continue to vest for 24 months during his severance period and would be fully vested at the conclusion of the severance period, with an exercise period for his vested stock options continuing for three years thereafter (but not beyond the original expiration date), and (b) stock options and RSUs granted in 2010 and thereafter would vest upon termination of employment, with an exercise period for his vested stock options generally continuing for one year thereafter (but not beyond the original expiration date);

in the case of Ms. Esteves, all unvested RSUs and stock options, if any, would vest upon termination of employment and any vested stock options would be exercisable for the time periods set forth in the respective award agreements, generally one year thereafter (but not beyond the original expiration date);

in the case of Mr. LaJoie, (a) all unvested stock options would continue to vest during his severance period, and any unvested stock options that do not vest during the severance period would fully vest at the end of the severance period, with an exercise period continuing for five years thereafter (but not beyond the original expiration date), and (b) RSUs would be fully vested at the end of the severance period; and

in the case of Mr. Lawrence-Apfelbaum, (a) unvested stock options and RSUs granted before February 16, 2012 would continue to vest for 36 months during his severance period and would be fully vested at the conclusion of the severance period with an exercise period for his vested stock options continuing for five years thereafter (but not beyond the original expiration date) and (b) stock options and RSUs granted on or after February 16, 2012 would vest upon termination of employment, with an exercise period for his vested stock options generally continuing for five years thereafter (but not beyond the original expiration date).

The executive’s right to receive severance benefits upon a termination without cause is generally conditioned upon execution of a release of claims against the Company. If the executive obtains other full-time employment during the applicable severance period, the executive would continue to receive the severance cash payments described above but would cease to be eligible for continuation of benefits or continued vesting in any

outstanding stock options or RSUs. In addition, severance benefits may be reduced or terminated and equity awards may be forfeited if the executive breaches applicable restrictive covenant terms. Severance payments may be delayed to the extent necessary for compliance with Section 409A of the Internal Revenue Code (“Section 409A”) governing nonqualified deferred compensation.

Termination of Employment during the “At-Will” Period. If the employment of Messrs. Marcus or Lawrence-Apfelbaum or Ms. Esteves is terminated without cause while the executive is serving as an at-will employee after the term of his or her employment agreement, subject to the execution and delivery of a release of claims, (a) the executive’s outstanding equity awards will be treated as if the executive had been terminated without cause and (b) the executive will be entitled to benefits under an executive level severance program that will provide a minimum severance benefit equal to the executive’s base salary and target bonus in effect at the time of the termination for 12 months from the termination date for Mr. Marcus, 24 months from the termination date for Mr. Lawrence-Apfelbaum and six months from the termination date for Ms. Esteves.

Retirement or Voluntary Resignation

The payments and benefits due upon an executive’s voluntary termination of employment depend on whether the executive, at the time of termination, satisfies the age and service requirements for retirement eligibility under the terms of the executive’s employment agreement (“eligible for retirement”). The discussion below first addresses the named executive officers who were eligible for retirement on December 31, 2012, and then describes the payments to the other named executive officers upon their voluntary resignation.

Messrs. Britt, LaJoie and Lawrence-Apfelbaum were eligible for retirement under their employment agreements and other Company compensation arrangements as of December 31, 2012.

In the case of each of Messrs. Britt and Lawrence-Apfelbaum, upon retirement, the Company ~~will~~would have no further obligations other than (a) to pay the executive base salary through the effective date of termination and (b) to satisfy any rights pursuant to any insurance and other benefit plans of the Company. Their respective stock options and RSUs would become fully vested upon retirement, with an exercise period continuing for five years thereafter (or until the original expiration date if sooner).

Mr. LaJoie may elect a retirement option under the terms of his employment agreement.

Under the retirement option, Mr. LaJoie would remain an employee of the Company for a transition period of six months to one year (as negotiated by the parties). During this transition period, he would continue to receive his current annual salary and bonus.

Following the transition period, Mr. LaJoie would be paid his annual base salary for three years, and he would also receive his full bonus for the first year, a 50% bonus for the second year and no bonus for the third year. Such bonuses are determined based on the average of his two most recent annual bonuses (or, if greater, his then-current target bonus).

During the transition period and the subsequent three-year period, Mr. LaJoie would continue to participate in certain health and welfare benefit plans and receive a one-time $10,000 cash payment for office space expenses.

All unvested stock options would continue to vest during his severance period, and any unvested stock options would be vested at the conclusion of the severance period, with an exercise period continuing for five years thereafter (but not beyond the original expiration date). All unvested RSUs would vest upon termination of employment, subject to satisfaction of any applicable performance condition.

If Mr. LaJoie obtains other full-time employment during the period, he would continue to receive the payments described above but would cease to be eligible for continuation of benefits or continued vesting in any outstanding stock options.

As of the date of this Proxy Statement, Mr. LaJoie has not elected the retirement option.

Mr. Marcus and Ms. Esteves were not eligible for retirement on December 31, 2012. Upon their voluntary resignation, the Company would have no further obligations to ~~Mr. Britt~~these executives other than (a) to pay ~~his~~base salary through the effective date of termination and (b) to satisfy any rights the executive has pursuant to any insurance or other benefit plans of the Company. Any unvested stock options and RSUs would be forfeited.

Termination for Cause

Generally, if the Company terminates an executive’s employment for cause (described below), the Company would have no further obligations to the executive other than (a) to pay base salary through the effective date of termination; (b) to pay any bonus for ~~any~~a prior year ~~prior to the year in which such termination occurs~~ that has been determined but not yet paid ~~as of the date of such termination;~~(except with respect to Mr. Lawrence-Apfelbaum, and in certain situations with respect to Mr. Marcus and Ms. Esteves); and (c) to satisfy any rights ~~Mr. Britt~~the executive has pursuant to any insurance or other benefit plans or arrangements of the Company.

With respect to equity awards, the executive would forfeit unvested stock options and RSUs upon a termination of employment for cause. The executive would have one month to exercise any vested stock options, unless the termination of employment is a result of fraud, embezzlement, misappropriation or certain other specified reasons in the case of awards made in and after 2010, in which case, the exercise period would be eliminated.

In addition, ~~as noted above,~~ the Company has a ~~compensation~~ “clawback” right to certain elements of compensation and equity awards in the event of certain terminations for cause.

Under the employment agreements, “cause” ~~terminations.~~

~~Expiration of Term.~~ ~~If Mr. Britt’s employment automatically terminates at the expiration of the agreement’s term (December 31, 2012),~~includes certain felony convictions and willful actions resulting in substantial adverse effects on the Company, ~~will have no further obligation~~as well as other actions including willful failure to ~~Mr. Britt other than (a) to pay Base Salary through the termination date; (b) to pay any bonus for the last calendar year~~perform material duties and material breach of restrictive covenants regarding confidentiality, non-competition and non-solicitation of customers and employees.

Termination by Reason of Death

Generally, if an executive dies during the term of the Agreement (i.e., 2012) and any other bonus that has been determined but not yet paid as of such termination date; and (c) with respect to any rights Mr. Britt may have pursuant to any insurance or other benefit plans or arrangements ofemployment agreement, the ~~Company. The Company also will make available to Mr. Britt office space and secretarial services at~~executive’s estate (or a level commensurate with his reduced needs as a result of ceasing full-time status until the earlier of (i) one year following the expiration of the term, and (ii) such time as Mr. Britt commences other full time employment.

~~Termination without Cause.~~ ~~In the event that the Company terminates Mr. Britt’s employment without cause, Mr. Britt will~~designated beneficiary) would be entitled to receive (a) the ~~following payments~~executive’s earned and ~~benefits:~~


	•	~~any earned but~~ unpaid base salary ~~through the termination date;~~

	•	a pro-rata portion of any bonus through the termination date for the year of termination, subject to the actual achievement of the performance criteria established for the year of termination under the Company’s bonus plans, which will be paid at the same time the full annual bonus would have been paid under the employment agreement had such termination not occurred;

	•	~~any accrued, but unpaid bonus for the year prior to the year in which his termination of employment occurs, based on the Company’s performance;~~

	•	annual base salary and annual cash target bonus paid from the termination date through a period that ends on the later of (i) September 30, 2012 and (ii) twenty-four (24) months after the termination date (“Britt Severance Period”), paid on the Company’s normal payroll payment dates in effect immediately prior to Mr. Britt’s termination, provided, however that if the Britt Severance Period is longer than twenty-four (24) months, the base salary and target bonus payments will be reduced to the amount payable during a~~24-month~~ ~~severance period but will be paid on a pro-rata basis over the Britt Severance Period;~~

	•	continued participation during the Britt Severance Period in the Company’s life insurance, medical, dental and hospitalization programs, as well as Company courtesy services and financial planning services (subject to certain limitations if Mr. Britt subsequently secures employment following his termination date); and

	•	office space and secretarial services at a level commensurate with Mr. Britt’s reduced needs as a result of ceasing full-time status until the earlier of (i) one year following the termination date, and (ii) such time as Mr. Britt commences other full time employment.

~~Change in Control.~~ If Mr. Britt’s employment is terminated without cause within two years after a change in control event (as defined in his employment agreement), all of the cash severance payments due Mr. Britt will be paid in a single lump sum within 30 days of the termination date; provided that, $200,000 of such severance payments will be paid in equal payroll installments through September 30, 2012.

~~Disability.~~ ~~In the event Mr. Britt becomes disabled the Company will continue to pay Mr. Britt’s full compensation~~ through the ~~last day~~date of ~~the sixth consecutive month of disability or the date on which any shorter periods of disability will have equaled~~death and (b) a total of six months in any twelve-month period (such last day, the “Disability Date”). If Mr. Britt has not resumed his usual duties on or prior to the Disability Date, the Company will pay a pro-rataprorated bonus ~~based on actual performance results~~ for the year in which the ~~Disability Date~~executive’s death occurs, plus any bonus compensation for the year prior to death that has not yet been paid, in each case based on actual Company performance results. The executive’s unvested stock options and ~~thereafter will~~RSUs would vest upon death. In addition, Mr. LaJoie’s estate or beneficiaries would receive a group term life insurance benefit with a death benefit equal to two and a half times his annual base salary and his target annual bonus.

Termination by Reason of Disability

In the event Messrs. Britt or Marcus or Ms. Esteves becomes disabled (as defined in the applicable employment agreement), the Company would pay ~~Mr. Britt~~the executive a pro rata bonus for the year in which the disability occurs (based on actual Company performance results) and disability benefits for ~~the~~a specified period ~~ending on the later of (a) December 31, 2012 or (b) the date which is twelve months after the Disability Date (the “Disability Period”),~~ in an annual amount equal to ~~75%~~75 percent of ~~(i)~~(a) base salary ~~at the time Mr. Britt becomes disabled~~ and ~~(ii)~~(b) target annual bonus, as well as continued participation in the Company’s benefit plans and programs during the ~~Disability Period.~~such period. The ~~Company may generally deduct from these payments~~specified period is 12 months for Mr. Britt and 24 months for Mr. Marcus and Ms. Esteves. These amounts ~~equal to~~are reduced by disability payments ~~received by Mr. Britt during this payment period~~ from ~~Workers’ Compensation,~~workers’ compensation, Social Security and the Company’s disability insurance policies.

~~Death.~~ ~~If Mr. Britt dies during~~

In the ~~term of~~event Messrs. LaJoie or Lawrence-Apfelbaum becomes disabled (as defined in the applicable employment ~~agreement, Mr. Britt’s estate (or~~agreement), the Company would pay the executive a ~~designated beneficiary) will be entitled~~lump-sum payment equal to ~~receive: (a) Mr. Britt’s~~the executive’s annual base salary toand target annual bonus (or, in the ~~last day~~case of Mr. LaJoie, the ~~month in which~~average of his ~~death occurs, (b) any~~two most recent annual bonuses, if greater) multiplied by 2.5 for Mr. LaJoie or 3.0 for Mr. Lawrence-Apfelbaum. In addition, Mr. Lawrence-Apfelbaum would receive a pro rata bonus award for any year prior to the year in which his death occurs that has not yet been paid based on the actual performance results for such year, and (c) bonus compensation (at the time bonuses are normally paid) for the year in which ~~his death~~the disability occurs ~~based~~(based on ~~the~~ actual Company performance ~~results for the relevant year, but prorated according~~results).

Pursuant to ~~the number of whole or partial months Mr. Britt was employed by the Company in such calendar year.~~

~~Equity Awards.~~ ~~Unless a more favorable outcome is specified in Mr. Britt’s employment agreement,~~ the terms of ~~Mr. Britt’s~~the equity award agreements, ~~govern his entitlements under those awards in~~ the ~~event of a~~

termination of his employment with or without cause, retirement, disability, death or a change in control. Unless otherwise noted, the provisions below are contained in the applicable award agreements:


	•	~~Termination for Cause.~~ In the event of a termination for cause, Mr. Britt would forfeit his unvested stock options and RSUs upon his termination of employment. He would have one month to exercise any vested stock options, unless his termination of employment isexecutive’s stock options and RSUs would vest as a result ~~of fraud, embezzlement or misappropriation in which case, the exercise period would be eliminated.~~

	•	~~Termination without Cause~~. Because Mr. Britt satisfied the retirement eligibility provisions of his equity award agreements (he was over 55 years old and had more than 10 years of service with the Company or its affiliates, on December 31, 2009), in the event of his termination without cause, his equity awards would be governed by the “retirement” provisions of his equity award agreements. As a result, upon such a termination of employment, all of Mr. Britt’s unvested RSUs would vest and be distributed upon his termination date in accordance with their terms. Pursuant to his employment agreement, Mr. Britt’s unvested stock options would continue to vest during the Britt Severance Period. At the end of the Britt Severance Period, pursuant to “retirement” provisions of his award agreements, any remaining unvested stock options would vest at the end of the Britt Severance Period and would remain exercisable for five years thereafter, but not beyond the original expiration date.

	•	~~Retirement~~. Under the agreements governing Mr. Britt’s stock options and RSUs, because Mr. Britt satisfied the retirement eligibility provisions on December 31, 2009, all of his unvested RSUs and all of his stock options would vest upon his retirement except two Separation-related~~make-up~~ ~~stock option awards that would vest pro rata based on his service after the Separation.~~

	•	~~Death/Disability.~~ ~~Pursuant to the terms of the award agreements, his stock options and RSUs would vest upon his death or the end of the Disability Period.~~

	•	~~Change in Control~~. The agreements governing Mr. Britt’s stock options generally provide for vesting following a change in control upon the earlier of (i) the first anniversary of the change in control and (ii) the termination of his employment other than for cause (as defined in the option agreements) unless due to death or disability or by Mr. Britt for good reason (as defined in the option agreements). The agreements governing Mr. Britt’s RSU awards generally provide for vesting following a change in control of the Company upon the earliest of (i) the first anniversary of the change in control, (ii) the original vesting date with respect to each portion of the award and (iii) the termination of the participant’s employment other than for cause (as defined in the RSU agreements) unless due to death or disability or by the participant for good reason (as defined in the RSU agreements).

~~Conditions and Obligations Applicable to Receipt of Payments and Benefits.~~ Mr. Britt’s right to receive severance payments and benefits upon a termination without cause is conditioned on his execution of a release of claims against the Company no later than 60 days after his separation of service from the Company. If Mr. Britt does not execute a release of claims, he would not be entitled to any other severance benefits pursuant to the Company’s general policies or other programs relating to notice and severance. To the extent that any of the ~~severance payments and benefits described above constitute a “parachute payment” within~~disability.

If the meaning of Section 280G of the Internal Revenue Code and therefore would be subject to an excise tax, such payments will be reduced to the greatest amount that would not trigger an excise tax obligation if such reduction would result in Mr. Britt’s receipt of a greater after-tax amount. Also, if Mr. Brittexecutive obtains other full-time employment during the ~~Britt Severance Period or~~period the ~~Disability Period, he will~~executive is receiving disability payments, the executive would no longer be eligible to participate in the Company’s benefit plans and programs effective upon the commencement of such employment or such time as hethe executive becomes eligible for comparable coverage bywith the new employer. The severance payments may be delayed to the extent the Company deems it necessary for compliance with Section 409A of the Internal Revenue Code governing nonqualified deferred compensation. Severance benefits also may be reduced or terminated if it is determined that Mr. Britt breached the confidentiality and non-compete restrictive covenant terms set forth

Potential Payments upon a Change in ~~the employment agreement.~~

Assuming the trigger event causing any of the payments and other benefits described above occurred on December 31, 2009 and that Mr. Britt signed the mandated release, based on the NYSE closing price per share

Control

~~on December 31, 2009 of the Company’s Common Stock ($41.39), the dollar value of payments and other benefits provided to Mr. Britt under his employment agreement are estimated to be as follows:~~

Annual
Group Benefit

Base Salary
Bonus
Pro Rata
Plans
Stock-Based

Continuation Continuation Bonus(1) Continuation(2) Awards(3) Other(4)

Termination without Cause $ 2,000,000 $ 10,000,000 $ 5,000,000 $ 36,836 $ 20,094,000 $ 586,424
Change in Control(5) — — — — $ 20,094,000 —
Retirement — — — — $ 20,077,454 —
Disability $ 2,250,000 $ 11,250,000 $ 5,000,000 $ 40,583 $ 20,094,000 $ 458,688
Death — — $ 5,000,000 — $ 20,094,000 —
Termination for Cause — — — — — —


~~(1)~~		~~Pro rata bonus is presented as Mr. Britt’s current target bonus. In the event of a termination, the pro rata bonus would be determined based on the Company’s performance.~~

~~(2)~~		Covers the estimated cost of continued health, life and disability insurance through September 30, 2012, and 36 months in the case of disability. The value of a health insurance subsidy under the Time Warner Inc. Retiree Medical Plan to which Mr. Britt is entitled upon retirement pursuant to an arrangement with Time Warner is not reflected.

~~(3)~~		Based on the excess of the closing sale price of Common Stock on December 31, 2009 over the exercise price for each option that vests as a result of the termination or change in control and based on the closing sale price of Common Stock on December 31, 2009 in the case of accelerated vesting of TWC RSUs. See the Outstanding Equity Awards at December 31, 2009 Table for additional information as of December 31, 2009.

~~(4)~~		Includes financial planning reimbursement of up to $100,000 annually for three years, annual payments of $52,896 for the Britt Severance Period (three years in the event of disability) corresponding to two times the premium cost of $4,000,000 of life insurance coverage under the Company’s GUL insurance program, and, other than in the case of disability, office space and secretarial support each for one year after termination at an estimated cost of $80,960 and $60,000, respectively.

~~(5)~~		The Change in Control values reflect the occurrence of a change in control without a termination of employment. The stock-based awards value in the event of a change in control is based on the terms of the equity award agreements. The severance benefits payable in the event of a termination without cause in connection with a change in control would be based on the Termination without Cause provisions shown above.

~~Robert D. Marcus~~

Under his employment agreement in effect as of December 31, 2009, Mr. Marcus is entitled to certain payments and benefits upon the Company’s termination of his employment without cause and in connection with his termination of employment for other reasons. For this purpose, “cause” has the same meaning as in Mr. Britt’s employment agreement, which is described above. A “material breach” of the agreement for purposes of a termination without cause, includes (a) the Company’s failure to cause a successor to assume the Company’s obligations under the agreement; (b) Mr. Marcus’s not being employed as the Company’s Senior Executive Vice President with authority, functions, duties and powers consistent with that position; (c) Mr. Marcus’s not reporting to the CEO; and (d) Mr. Marcus’s principal place of employment being anywhere other than the greater Stamford, Connecticut area or other location of the Company’s principal corporate offices within the New York metropolitan area. Mr. Marcus entered into a new employment agreement with the Company effective January 1, 2010 the terms of which are described in the last paragraph of this section.

~~For Cause.~~ If the Company terminates Mr. Marcus’s employment for cause (as defined above), the Company would have no further obligations to Mr. Marcus other than (a) to pay base salary through the effective date of termination, (b) to pay any bonus for any year prior to the year in which such termination occurs that has been determined but not yet paid as of the date of such termination, and (c) to satisfy any rights Mr. Marcus has pursuant to any insurance or other benefit plans or arrangements.

~~Termination without Cause.~~ ~~If the Company terminates Mr. Marcus’s employment without cause, pursuant to his employment agreement, Mr. Marcus will be entitled to the following payments and benefits:~~


	•	~~any earned but unpaid base salary;~~

	•	~~a pro-rata portion through the termination date of his “average annual bonus,” which is defined as the average of his two largest annual bonuses paid in the prior five years;~~


	•	until 24 months after termination (during which time Mr. Marcus will continue to be treated as an employee of the Company), continued payment by the Company of Mr. Marcus’s base salary (paid on the Company’s normal payroll payment dates in effect immediately prior to Mr. Marcus’s termination), his average annual bonus, and the continuation of his benefits (except for additional pension plan accrual and contributions to the TWC Savings Plan), including financial services benefits but not including any additional stock-based awards, unless Mr. Marcus dies during such period, in which case these benefits will be replaced with the death benefits described below, or unless Mr. Marcus obtains other full-time employment during the period, in which case Mr. Marcus will continue to receive the payments described above but will cease to be treated as an employee of the Company and will no longer be eligible for continuation of benefits; and

	•	unless Mr. Marcus otherwise qualifies for retirement as determined under the applicable stock option or RSU agreement, all his stock options will continue to vest during the severance period while he continues to be treated as an employee of the Company and all of his stock options that would have vested during the~~24-month~~ severance period, including any pro rata portion thereof, will vest and become immediately exercisable on the date he ceases to be considered an employee. All vested stock options, including stock options that become vested as of the date Mr. Marcus ceases to be treated as an employee of the Company, will remain exercisable for three years after Mr. Marcus ceases to be considered an employee of the Company (but not beyond the original term of the options). His RSUs that would have vested during the~~24-month~~ ~~severance period will vest immediately on the date he ceases to be considered an employee.~~

~~Disability.~~ ~~In the event Mr. Marcus becomes disabled and has not resumed his duties after six consecutive months or an aggregate of six months in any12-month~~ period, the Company will pay him a pro-rata bonus for the year in which the disability occurs (which will be calculated based on his average annual bonus). In addition, for 24 months following the date the disability occurs, Mr. Marcus will continue to be treated as an employee of the Company, and the Company will pay Mr. Marcus disability benefits equal to 75% of his annual base salary and average annual bonus, and he will continue to be eligible to participate in the Company’s benefit plans (other than equity-based plans, additional pension plan accrual and contributions to the TWC Savings Plan) and to receive his other benefits (including financial services). The Company may generally deduct from these payments amounts equal to disability payments received by Mr. Marcus during this payment period from Workers’ Compensation, Social Security and the Company’s disability insurance policies.

~~Death.~~ If Mr. Marcus dies, the employment agreement and all of the Company’s obligations to make any payments under the agreement will terminate, except that Mr. Marcus’s estate or designated beneficiary will be entitled to receive: (a) his salary to the last day of the month in which his death occurred and (b) a bonus for the year in which he dies paid at the time bonuses are normally paid, based on his average annual bonus but pro-rated according to the number of whole or partial months he was employed by the Company in the calendar year.

~~Equity Awards.~~ Unless a more favorable outcome is specified in Mr. Marcus’s employment agreement, the terms of his equity award agreements govern his entitlements under those awards in the event of a termination of employment with or without cause, retirement, disability, death or a change in control. In the event of a change in control ~~his termination for cause, disability~~of the Company, if the named executive officer’s employment is not terminated, the executive is not entitled to accelerated vesting of equity awards or ~~death, Mr. Marcus’s~~other payments as a result of a change in control. The unvested stock options and RSUs ~~would be treated~~granted to the named executive officers in 2009 provide for full vesting on the ~~same fashion as Mr. Britt’s, described under “—Glenn A. Britt—Equity Awards.” In the event~~first anniversary of a ~~termination without cause, Mr. Marcus’s unvested stock options and RSUs will be treated pursuant to the provisions outlined~~change in ~~his employment agreement described above. Mr. Marcus was not retirement eligible on December 31, 2009 for the purposes~~control of ~~any equity awards.~~

~~Conditions and Obligations Applicable to Receipt of Payments and Benefits.~~ Mr. Marcus’s right to receive these severance payments and benefits upon a termination without cause is conditioned on his execution of a release of claims against the Company no later than 60 days after his separation of service from the Company. IfThese awards were fully vested in February 2013, except for an award held by Mr. ~~Marcus does not execute~~Britt, which will vest in August 2013.

Pursuant to their employment agreements, if a ~~release of claims, he will receive a severance payment determined in accordance with the Company’s policies relating to notice and severance. The payments may~~

~~also be delayed to the extent the Company deems it necessary for compliance with Section 409A of the Internal Revenue Code, governing nonqualified deferred compensation.~~

Assuming the trigger event causing any of the payments and other benefits described above occurred on December 31, 2009, and based on the NYSE closing price per share on December 31, 2009 of the Company’s Common Stock ($41.39), the dollar value of payments and other benefits provided to Mr. Marcus under his contract are estimated to be as follows:

Annual
Group Benefit

Base Salary
Bonus
Pro Rata
Plans
Stock-Based

Continuation Continuation Bonus Continuation(1) Awards(2) Other(3)

Termination without Cause $ 1,600,000 $ 2,642,500 $ 1,321,250 $ 31,583 $ 3,931,986 $ 57,008
Change in Control(4) — — — — $ 5,451,521 —
Disability $ 1,200,000 $ 1,981,875 $ 1,321,250 $ 31,583 $ 5,451,521 $ 57,008
Death — — $ 1,321,250 — $ 5,451,521 —
Termination for Cause — — — — — —


~~(1)~~		~~Includes the estimated cost of continued health, life and disability insurance.~~

~~(2)~~		Based on the excess of the closing sale price of Common Stock on December 31, 2009 over the exercise price for each option that vests as a result of the termination or change in control and based on the closing sale price of Common Stock on December 31, 2009 in the case of accelerated vesting of RSUs. See the Outstanding Equity Awards at December 31, 2009 Table for additional information as of December 31, 2009.

~~(3)~~		Includes financial planning reimbursement of up to $25,000 annually and annual payments of $3,504 corresponding to two times the premium cost of $2,000,000 of life insurance coverage under the Company’s GUL insurance program.

~~(4)~~		The Change in Control values reflect the occurrence of a change in control without a termination of employment. The stock-based awards value in the event of a change in control is based on the terms of the equity award agreements. The severance benefits payable in the event of a termination without cause in connection with a change in control would be based on the Termination without Cause provisions shown above.

As discussed in “—Employment Agreements” above, Mr. Marcus and the Company entered into a new employment agreement for a fixed term ending on December 31, 2012, effective January 1, 2010. The benefits payable upon a termination of employment under this new employment agreement are substantially consistent with the terms of his prior agreement, except that it provides that upon a termination without cause, Mr. Marcus will be entitled to (a) any earned but unpaid base salary through the termination date for the year in which the termination occurs; (b) a pro-rata portion of any bonus through the termination date, subject to the actual achievement of the performance criteria for the year of termination; (c) payment of base salary and target bonus (not average bonus) for 24 months following the termination date; provided generally that if hisnamed executive officer’s employment is terminated within ~~two years after~~a designated period following a change in control (as defined in the ~~TWC~~ Stock ~~Incentive Plan),~~Plan, or Section 409A in the ~~salary~~case of Mr. Britt) or, in the case of Messrs. Marcus and ~~bonus payments will continue for 36 months~~Lawrence-Apfelbaum and Ms. Esteves, following the termination date; (d) continuation of health and welfare benefits for the period Mr. Marcus receives such severance benefits, unless earlier terminated due to his acceptance of other employment; and (e) full acceleration and vesting of all equity awards granted during the term of the new employment agreement and any stock option will remain exercisable thereafter pursuant to the terms of the award agreement (equity awards granted prior to 2010 will be treated as provided above). In addition, Mr. Marcus’s severance benefits for termination due to disability are modified such that the pro rata bonus is based on actual performance results, rather than his average annual bonus, and the continued payment of 75% of salary plus bonus is based on his target bonus, rather than the average annual bonus. Under the new employment agreement, Mr. Marcus is subject to the same “Conditions and Obligations Applicable to Receipt of Payments and Benefits” as described for Mr. Britt above, including post-employment restrictive covenant and clawback provisions.

~~Landel C. Hobbs~~

~~Under his employment agreement in effect on December 31, 2009, Mr. Hobbs is entitled to certain payments and benefits upon the~~ Company’s termination of his employment without cause and in connection with his termination of employment for other reasons. For this purpose, “cause” has the same meaning as in Mr. Britt’s employment agreement, which is described above. A “material breach” for purposesexecution of a ~~termination without cause includes the Company’s failure to cause a successor to assume the Company’s~~

obligations under the agreement; Mr. Hobbs’s not being employed as the Company’s Chief Operating Officer with authority, functions, duties and powers consistent with that position; Mr. Hobbs’s not reporting to the CEO; and Mr. Hobbs’s principal place of employment being anywheremerger, acquisition, sale or other ~~than New York, New York. Mr. Hobbs entered into a new employment~~ agreement ~~with the Company effective January 1, 2010 the terms of which are described in the last paragraph of this section.~~

~~Disability, Death and Termination~~providing for ~~Cause.~~ The Company’s obligations to Mr. Hobbs in the event of his disability, death or termination by the Company for cause (as defined above) are the same as the Company’s obligations to Mr. Marcus, which are described above, except that in the event of disability, Mr. Hobbs will continue to be considered an employee of the Company through the later of the end of his contract term or 12 months following the date the disability occurs.

~~Termination without Cause.~~ ~~The Company’s obligations to Mr. Hobbs in the event of a termination without cause are the same as the Company’s obligations to Mr. Marcus, which are described above.~~

~~Equity Awards.~~ Unless a more favorable outcome is specified in Mr. Hobbs’s employment agreement, the terms of his equity award agreements govern his entitlements under those awards in the event of a termination of employment with or without cause, retirement, disability, death or a change in control. In the event of a change in control ~~his~~but before a designated period after a change in control (or if earlier, the expiration or termination ~~for cause, disability or death, Mr. Hobbs’s unvested stock options and RSUs~~of such agreement without a change in control) (collectively, a “change-in-control event”), the executive would be ~~treated~~entitled to the severance benefits described in the ~~same fashion as Mr. Britt’s, described under “—Glenn A. Britt—Equity Awards.” In~~Termination without Cause section above, except for the event of a termination without cause, Mr. Hobbs’s unvested stock options and RSUs will be treated pursuant to the provisions outlined in his employment agreement, which are the same terms as described above following:

in the case of Mr. Britt, all of the cash severance payments described in the Termination without Cause section ~~describing~~would be paid in a single lump sum within 30 days of the termination date; and

in the case of Mr. ~~Marcus’s treatment. Mr. Hobbs was not retirement eligible on December 31, 2009~~Marcus and Ms. Esteves, severance benefits, including annual base salary and annual target bonuses, would be paid and continued benefits would be provided for 36 months rather than 24 months.

In addition, the ~~purposes of any equity awards.~~

~~Conditions~~employment agreements with Messrs. Britt, Marcus and ~~Obligations Applicable to Receipt of Payments~~Lawrence-Apfelbaum and ~~Benefits.~~ ~~Mr. Hobbs’s right to receive these~~Ms. Esteves provide that if the severance payments and ~~benefits upon~~vesting described above would be a ~~termination without cause is conditioned on his execution of~~“parachute payment” resulting in a ~~release of claims against~~lost tax deduction for the Company no later than 60 days after his separation of service from the Company. If Mr. Hobbs does not execute a release of claims, he will receive a severance payment determined in accordance with the Company’s policies relating to notice and ~~severance. The payments may also be delayed~~excise tax to the ~~extent the Company deems it necessary for compliance with Section 409A~~executive under Sections 280G and 4999 of the Internal Revenue Code, ~~governing nonqualified deferred compensation.~~

~~Assuming the trigger event causing any of~~ the payments and ~~other benefits described above occurred on December 31, 2009, and based on~~vesting would be reduced to the NYSE closing price per share on December 31, 2009 of the Company’s Common Stock ($41.39), the dollar value of payments and other benefits provided to Mr. Hobbs under his contract are estimated to be as follows:

Annual
Group Benefit

Base Salary
Bonus
Pro Rata
Plans
Stock-Based

Continuation Continuation Bonus Continuation(1) Awards(2) Other(3)

Termination without Cause $ 1,800,000 $ 4,190,710 $ 2,095,355 $ 31,583 $ 6,840,052 $ 86,048
Change in Control(4) — — — — $ 9,372,146 —
Disability $ 731,250 $ 1,702,476 $ 2,095,355 $ 16,342 $ 9,372,146 $ 83,276
Death — — $ 2,095,355 — $ 9,372,146 —
Termination for Cause — — — — — —


~~(1)~~		~~Includes the estimated cost of continued health, life and disability insurance.~~

~~(2)~~		Based on the excess of the closing sale price of Common Stock on December 31, 2009 over the exercise price for each option that vests as a result of the termination or change in control and based on the closing sale price of Common Stock on December 31, 2009 in the case of accelerated vesting of RSUs. See the Outstanding Equity Awards at December 31, 2009 Table for additional information as of December 31, 2009.

~~(3)~~		Includes financial planning reimbursement of up to $40,000 annually and annual payments of $3,024 (for 13 months in the event of disability), corresponding to two times the premium cost of $1,500,000 of life insurance coverage under the Company’s GUL insurance program.

~~(4)~~		The Change in Control values reflect the occurrence of a change in control without a termination of employment. The stock-based awards value in the event of a change in control is based on the terms of the equity award agreements. The severance benefits payable in the event of a termination without cause in connection with a change in control would be based on the Termination without Cause provisions shown above.

As discussed in “—Employment Agreements” above, Mr. Hobbs and the Company entered into a new employment agreement for a fixed term ending on January 31, 2011, effective January 1, 2010. The benefits payable upon a termination of employment without cause under this new employment agreement are substantially consistent with the terms of his prior agreement, exceptextent that it provides that upon a termination without cause, Mr. Hobbs will be entitled to (a) any earned but unpaid base salary through the termination date; (b) a pro-rata portion of any bonus through the termination date for the year in which the termination occurs, subject to the actual achievement of the performance criteria for the year of termination; (c) payment of base salary and target bonus (not average bonus) for 24 months following the termination date; provided generally that if his employment is terminated within two years after a change in control (as definedresults in the TWC Stock Incentive Plan), the salary and bonus payments will continue for 36 months following the termination date; (d) continuation of health and welfare benefits for the period Mr. Hobbs receives such severance benefits, unless earlier terminated due to his acceptance of other employment; and (e) full acceleration and vesting of all equity awards granted during the term of the new employment agreement and any stock options will remain exercisable pursuant to the terms of the award agreement (equity awards granted prior to 2010 will be treated as provided above).executive receiving a greater after-tax amount. In addition, Mr. Hobbs’s severance benefits in the event of termination due to disability are modified such that the pro rata bonus is based on actual performance results, rather than the average annual bonus, and the continued payment of 75% of salary plus bonus is based on his target bonus, rather than his average annual bonus. Under the new employment agreement, Mr. Hobbs is subject to the same “Conditions and Obligations Applicable to Receipt of Payments and Benefits” as described for Mr. Britt above, including post-employment restrictive covenant and clawback provisions.

~~Michael LaJoie~~

Under his employment agreement, Mr. LaJoie is entitled to certain payments and benefits upon the Company’s termination of his employment without cause and in connection with his termination of employment for other reasons. For this purpose, “cause” means a felony conviction; willful refusal to perform his obligations; material breach of specified covenants, including restrictive covenants relating to confidentiality, noncompetition and nonsolicitation; or willful misconduct that has a substantial adverse effect on the Company. A “material breach” for purposes of a termination without cause includes Mr. LaJoie’s not being employed as the Company’s Executive Vice President and Chief Technology Officer, with authority, functions, duties and powers consistent with that position, or certain changes in Mr. LaJoie’s reporting line. If Mr. LaJoie attains age 65 by the end of the term of his employment agreement, the Company will not be obligated to renew the agreement, and Mr. LaJoie will not be entitled to severance as a result of the Company’s non-renewal in such event.

~~For Cause.~~ Under Mr. LaJoie’s employment agreement, if the Company terminates Mr. LaJoie’s employment for cause (as defined above), the Company would have no further obligation to Mr. LaJoie other than (a) to pay him base salary through the effective date of his termination, (b) to pay any bonus for any year prior to the year in which such termination occurs that has not yet been paid as of the date of such termination and (c) to satisfy any rights Mr. LaJoie has pursuant to any insurance or other benefit plans or arrangements.

~~Retirement Option; Voluntary Resignation.~~ Under Mr. LaJoie’s employment agreement, because Mr. LaJoie has worked for the Company at the senior executive level for more than five years and he is 55 years of age, he may elect a retirement option. The retirement option would require Mr. LaJoie to remain actively employed by the Company for a transition period of six months to one year following this election (as negotiated by the parties). During this transition period, Mr. LaJoie will remain actively employed and will continue to receive his current annual salary and bonus (based upon actual performance results for the relevant year). Following the transition period, Mr. LaJoie would become an advisor to the Company for three years during which he will be paid his annual base salary and he will also receive his full bonus for the first year, a 50% bonus for the second year and no bonus for the third year. Such bonuses are determined based on the greater of the average of (a) his two most recent annual bonuses and (b) his then applicable annual target bonus. As an advisor, he will not be required to devote more than 5 days per month to such services. Mr. LaJoie would continue vesting in any outstanding stock options, RSUs and long-term cash incentives (or similar arrangements) during this period, continue participation in benefit plans (except for additional pension

plan accrual and contributions to the TWC Savings Plan) and group insurance plans, and receive reimbursement for financial and estate planning expenses and $10,000 for office space expenses. If Mr. LaJoie obtains other full-time employment during the period, he will continue to receive the payments described above but will cease to be eligible for continuation of benefits or vesting in any outstanding stock options, RSUs or long-term cash incentives (or similar arrangements). As of the date of this Proxy Statement, Mr. LaJoie has not exercised the retirement option under his employment agreement.

~~Termination without Cause.~~ If the Company terminates Mr. LaJoie’s employment without cause, if the Company fails to renew his agreement or if Mr. LaJoie terminates his employment due to the Company’s material breach of his agreement, he will receive the benefits due under any of the Company’s benefit plans, and he will be continue to be treated as an active employee for up to 30 months during which he will continue to receive his annual base salary and annual bonuses equal to the greater of the average of (a) his two most recent annual bonuses and (b) his then applicable annual target bonus; and during such period, he will continue to receive employee benefits (other than stock-based awards, additional pension plan accrual and contributions to the TWC Savings Plan). Mr. LaJoie will also receive a pro rata portion of his bonus for the year of his termination based on actual Company performance results for such year. Mr. LaJoie will also be entitled to executive level outplacement services and office space for up to one year following his termination of employment. If Mr. LaJoie obtains other full-time employment during the period, he will continue to receive the payments described above but will cease to be eligible for continuation of benefits or vesting in any outstanding stock options, RSUs or long-term cash incentives (or similar arrangements).

~~Disability.~~ Under his employment agreement, if Mr. LaJoie becomes disabled and cannot perform his duties for 26 consecutive weeks, his employment may be terminated, and he will receive, in addition to earned and unpaid base salary through termination, an amount equal to 2.5 times his annual base salary and the greater of the average of his two most recent annual bonuses or his then applicable annual target bonus amount.

~~Death.~~ If Mr. LaJoie dies prior to the termination of his employment agreement, his estate or beneficiaries will receive a group term life insurance benefit with an aggregate death benefit equivalent to two and a half times his annual base salary and the greater of the average of (a) his two most recent annual bonuses and (b) his then applicable annual target bonus.

~~Equity Awards.~~ Unless a more favorable outcome is specified in Mr. LaJoie’s employment agreement, the terms of his equity award agreements govern his entitlements under those awards in the event of a termination of employment with or without cause, retirement, disability, death or a change in control. In the event of a termination with or without cause, retirement, disability, death or a change in control, under the award agreements, Mr. LaJoie’s TWC unvested stock options and RSUs would be treated in the same fashion as Mr. Britt’s, described under “Glenn A. Britt—Equity Awards.”

~~Conditions and Obligations Applicable to Receipt of Payments and Benefits.~~ Mr. LaJoie’s right to receive these payments and benefits upon a termination without cause, or under the retirement option, is conditioned on his execution of a release of claims against the Company. If Mr. LaJoie does not execute a release of claims, he will receive a severance payment determined in accordance with the Company’s policies relating to notice and severance. Mr. LaJoie is required to engage in any mitigation necessary to avoid applicability of ~~the “golden parachute” excise taxes and related~~any lost corporate tax ~~deduction.~~

~~Assuming the trigger event causing any of the payments~~deduction and ~~other benefits described above occurred on December 31, 2009,~~related excise tax under Sections 280G and ~~based on the NYSE closing price per share on December 31, 2009 of the Company’s~~

4999.

DIRECTOR COMPENSATION

~~Common Stock ($41.39), the dollar value of payments and other benefits provided Mr. LaJoie under his contract are estimated to be as follows:~~

Annual
Group Benefit

Base Salary
Bonus
Pro Rata
Plans
Stock-Based

Continuation Continuation Bonus(1) Continuation(2) Awards(3) Other(4)

Termination without Cause $ 1,312,500 $ 1,348,970 $ 525,000 $ 38,854 $ 2,977,962 $ 25,107
Change in Control(5) — — — — $ 2,977,962 —
Disability $ 1,312,500 $ 1,348,970 $ 525,000 — $ 2,977,962 —
Retirement(6) $ 1,837,500 $ 1,079,176 $ 525,000 $ 57,001 $ 2,977,962 $ 27,750
Death(7) — — $ 525,000 — $ 2,977,962 —
Termination for Cause — — — — — —


~~(1)~~		Pro rata bonus is presented as Mr. LaJoie’s current target bonus. In the event of a termination, the pro rata bonus would be determined based on the Company’s performance. In certain instances, the terms of the Company’s annual cash bonus plan may determine the bonus entitlement.

~~(2)~~		~~Includes the estimated cost of continued health, life and disability insurance for 30 months, except in the event of retirement.~~

~~(3)~~		Based on the excess of the closing sale price of Common Stock on December 31, 2009 over the exercise price for each option that vests as a result of the termination or change in control and based on the closing sale price of Common Stock on December 31, 2009 in the case of accelerated vesting of RSUs. See the Outstanding Equity Awards at December 31, 2009 Table for additional information as of December 31, 2009.

~~(4)~~		Includes financial planning reimbursement of up to $3,000 annually for 30 months, $12,000 in the aggregate for outplacement services (including office space) in the event of a termination without cause, $10,000 for office space in the event of retirement and life insurance coverage at an annual cost of $1,643.

~~(5)~~		The Change in Control values reflect the occurrence of a change in control without a termination of employment. The stock-based awards value in the event of a change in control is based on the terms of the equity award agreements. The severance benefits payable in the event of a termination without cause in connection with a change in control would be based on the Termination without Cause provisions shown above.

~~(6)~~		Assumes that Mr. LaJoie elects the retirement option on December 31, 2009 and has a 6-month transition period followed by a three-year advisory period, resulting in a total of 42 months of payments. The bonus payment for the transition period is based on the same calculation applicable to the advisory period.

~~(7)~~		~~Does not reflect death benefits payable under a company-paid life insurance policy provided pursuant to the terms of Mr. LaJoie’s employment agreement.~~

As discussed in “—Employment Agreements” above, Mr. LaJoie and the Company entered into an amended employment agreement, effective January 1, 2010. This amendment clarifies that, consistent with the Company’s current practice, any bonus payable for a partial year of active employment as a result of a termination of Mr. LaJoie’s employment will be based on the actual achievement of the Company’s performance criteria established for the applicable year under the Company’s bonus plans.

~~Marc Lawrence-Apfelbaum~~

Under his employment agreement, Mr. Lawrence-Apfelbaum is entitled to certain payments and benefits upon the termination of employment under his employment agreement without cause and in connection with his termination of employment for other reasons. For this purpose, “cause” generally means the commission of acts resulting in material financial loss or substantial embarrassment to the Company, or the conviction of a felony.

~~For Cause.~~ Under Mr. Lawrence-Apfelbaum’s employment agreement, if the Company terminates his employment with cause, it will have no further obligations to Mr. Lawrence-Apfelbaum other than (a) to pay his base salary through the effective date of termination and (b) to satisfy any rights Mr. Lawrence-Apfelbaum has pursuant to any insurance or other benefit plans or arrangements.

~~Retirement Option; Voluntary Resignation.~~ Under Mr. Lawrence-Apfelbaum’s employment agreement, if he is employed by the Company when he is 55 years of age, he may elect a retirement option. The retirement option in Mr. Lawrence-Apfelbaum’s agreement has the same terms as that for Mr. LaJoie described above. Mr. Lawrence-Apfelbaum was not eligible to retire on December 31, 2009. However, he will satisfy the retirement eligibility conditions in the employment agreement during 2010.

~~Termination without Cause.~~ Upon such a termination, Mr. Lawrence-Apfelbaum would be treated as an active employee for up to three years during which he will continue to receive his annual base salary and annual bonuses equal to the greater of the average of (a) his two most recent annual bonuses and (b) his then applicable annual target bonus. During this period, he will continue to receive employee benefits (other than stock-based awards, additional pension plan accrual and contributions to the TWC Savings Plan). Mr. Lawrence-Apfelbaum will also be entitled to use office space, secretarial services and other office facilities for up to one year following his termination of employment and reimbursement for financial and tax counseling services. If Mr. Lawrence-Apfelbaum obtains other full-time employment during the period, he will continue to receive the payments described above but will cease to be eligible for continuation of benefits.

~~Disability.~~ Under his employment agreement, if Mr. Lawrence-Apfelbaum becomes disabled and cannot perform his duties for 26 consecutive weeks, his employment may be terminated, and he will receive, in addition to earned and unpaid base salary through termination, an amount equal to three times his annual base salary and then applicable annual target bonus amount.

~~Death.~~ ~~If Mr. Lawrence-Apfelbaum dies prior to the termination of his employment agreement, his estate or beneficiaries will receive the benefit described for Mr. Britt.~~

~~Equity Awards.~~ Unless a more favorable outcome is specified in Mr. Lawrence-Apfelbaum’s employment agreement, the terms of his equity award agreements govern his entitlements under those awards in the event of a termination of employment with or without cause, retirement or a change in control. In the event of a termination with or without cause, disability, death, retirement, or a change in control, under the award agreements, Mr. Lawrence-Apfelbaum’s unvested stock options and RSUs would be treated in the same fashion as Mr. Britt’s, described under “—Glenn A. Britt—Equity Awards” except that in the event of a termination without cause he becomes eligible for retirement treatment during his severance period.

~~Conditions and Obligations Applicable to Receipt of Payments and Benefits.~~ Mr. Lawrence-Apfelbaum’s right to receive these payments and benefits upon a termination without cause, a termination due to a material breach or under the retirement option, is conditioned on his execution of a release of claims against the Company no later than 60 days after Mr. Lawrence-Apfelbaum’s separation of service from the Company. If Mr. Lawrence-Apfelbaum does not execute a release of claims, he will receive a severance payment determined in accordance with the Company’s policies relating to notice and severance.

Assuming the trigger event causing any of the payments and other benefits described above occurred on December 31, 2009, and based on the NYSE closing price per share on December 31, 2009 of Common Stock ($41.39), the dollar value of payments and other benefits provided to Mr. Lawrence-Apfelbaum under his contract are estimated to be as follows:

Annual
Group Benefit

Base Salary
Bonus
Pro Rata
Plans
Stock-Based

Continuation Continuation Bonus(1) Continuation(2) Awards(3) Other(4)

Termination without Cause $ 1,650,000 $ 1,734,375 $ 550,000 $ 50,120 $ 2,566,476 $ 152,865
Change in Control(5) — — — — $ 2,566,476 —
Disability $ 1,650,000 $ 1,650,000 $ 550,000 — $ 2,566,476 —
Death — — $ 550,000 — $ 2,566,476 —
Termination for Cause — — — — — —


~~(1)~~		~~Pro rata bonus is presented as Mr. Lawrence-Apfelbaum’s current target bonus. In the event of a termination, the pro rata bonus would be determined based on the Company’s performance.~~

~~(2)~~		~~Includes the estimated cost of continued health, life and disability insurance.~~

~~(3)~~		Based on the excess of the closing sale price of Common Stock on December 31, 2009 over the exercise price for each option that vests as a result of the termination or change in control and based on the closing sale price of Common Stock on December 31, 2009 in the case of accelerated vesting of RSUs and the Special Dividend retained cash distribution related thereto. See the Outstanding Equity Awards at December 31, 2009 Table for additional information as of December 31, 2009.

~~(4)~~		The amount reflects financial planning reimbursement of up to $3,000 annually and supplemental life insurance coverage at an annual cost of $7,635 and office space and secretarial support each for one year after termination at an estimated cost of $80,960 and $40,000, respectively.


~~(5)~~		The Change in Control values reflect the occurrence of a change in control without a termination of employment. The stock-based awards value in the event of a change in control is based on the terms of the equity award agreements. The severance benefits payable in the event of a termination without cause in connection with a change in control would be based on the Termination without Cause provisions shown above.

As discussed in “—Employment Agreements” above, Mr. Lawrence-Apfelbaum and the Company entered into an amended employment agreement, effective January 1, 2010. This amendment clarifies that, consistent with the Company’s current practice, any bonus payable for a partial year as a result of a termination of Mr. Lawrence-Apfelbaum’s employment will be based on the actual achievement of the Company’s performance criteria established for the applicable year under the Company’s bonus plans. The amendment also eliminates any entitlement to a minimum annual bonus and removes all provisions related to change in control and~~gross-up~~ ~~payments, which were based on certain changes in control of Time Warner, formerly the Company’s parent company.~~

~~Director Compensation~~

The table below sets out the compensation for ~~2009~~2012 that was paid to or earned by the Company’s directors who were not active employees of the Company or its affiliates (“non-employee directors”). Directors who are active employees of the Company are not separately compensated for their Board activities.

The Company compensates non-employee directors with a combination of equity and cash that it believes is comparable to and consistent with approximately the median compensation provided to independent directors of similarly sized public entities. During ~~2009,~~2012, each non-employee director received a total annual director compensation package consisting of:

a cash retainer of $90,000;

an annual equity award of vested, full value stock units, in the form of RSUs, valued at $130,000 representing the Company’s unsecured obligation to deliver the designated number of shares of Common Stock, generally after the Director ceases his or her service as a director for any reason other than cause; and


	•	~~a cash retainer of $85,000;~~

	•	an annual equity award of vested, full value stock units, in the form of RSUs, valued at $115,000 representing the Company’s unsecured obligation to deliver the designated number of shares of Common Stock, generally after the Director ceases his or her service as a director for any reason other than cause; and

	•	~~an additional annual cash retainer for service on the Board’s committees or as lead director, in each case prorated for service for any partial year.~~

an additional annual cash retainer for service on the Board’s committees or as lead director, in each case prorated for service for any partial year.

The directors are entitled to receive dividend equivalents on the RSUs, if any dividends are paid on the Common Stock. In ~~2009,~~2012, each non-employee director received ~~4,569~~1,820 RSUs under the ~~TWC~~ Stock ~~Incentive Plan (as adjusted for the Special Dividend RSUs and the Reverse Stock Split), except that Ms. James and Messrs. Shirley and Sununu, who joined the Board in March 2009, received 3,319 RSUs.~~Plan. Directors who have served on the Board for at least three years are eligible to elect to receive the distribution of Common Stock underlying 50% of any future RSU award on the earlier of (a) the third anniversary of the award date or (b) ~~six months~~ after ~~the date~~ the director ceases to serve as a director for any reason other than cause.

The following additional annual cash retainers ~~are~~were paid in 2012 for service on the Board’s committees: (i) ~~$20,000 to the chair of the Audit Committee (increased to $30,000~~$15,000 per year for ~~2010) and $10,000 to~~ each ~~other~~ member of the Audit Committee and Compensation Committee, with $30,000 for each chair and (ii) ~~$5,000 to~~$7,500 per year for each member of the ~~Compensation,~~ Nominating and Governance Committee, Finance Committee and ~~Finance Committees,~~Marketing and Customer Care Committee, with ~~$10,000 to the chair (increased to $20,000 per year in 2010~~$15,000 for ~~the chair of the Compensation Committee).~~each chair. The independent lead director ~~receives~~received an additional annual cash retainer of ~~$20,000. The directors who served on the Special Committee received no additional compensation for such service in 2009.~~$30,000. No additional compensation is paid for attendance at meetings of the Board of Directors or a Board committee.

For 2013, the value of the annual equity award has been increased to $150,000, representing a $20,000 increase. No other change has been made to the director compensation package.

In general, for non-employee directors who join the Board after the date on which the annual equity award to directors has been made, the Company’s policy is to make the stock unit grant on a ~~pro-rated~~prorated basis shortly after election and to provide a ~~pro-rated~~prorated cash retainer consistent with the compensation package described above, subject to limitations that may exist under the applicable equity plan.

Non-employee directors are reimbursed forout-of-pocket expenses (including the costs of travel, food and lodging) incurred in connection with attending Board, committee and stockholder meetings. Travel to such

meetings may include the use of aircraft owned or leased by the Company if available and appropriate under the circumstances. Directors are also reimbursed for reasonable expenses associated with other Company-related business activities, including participation in director education programs.

~~As it does for its employees, the Company may provide its cable, high-speed dataand/or~~ telephone service to directors who live in its service area generally at no cost to the director. The Company believes that providing this service serves a business purpose by expanding the directors’ knowledge of the Company’s business, products and services.

The Company may also invite directors and their spouses to attend Company-related events. The Company generally provides for, or reimburses expenses of, the spouses’ travel, food and lodging for attendance at these events to which directors’ spouses and guests have been invited, which may result in a non-employee director recognizing income for tax ~~purposes under applicable regulations.~~purposes. The Company reimburses the non-employee director for the estimated taxes incurred in connection with any income recognized by the director as a result of the spouse’s attendance at such events. In the year ended December 31, ~~2009,~~2012, the aggregate incremental cost to the Company of these items was less than $10,000 per director. In addition, in ~~2009, the Company offered to make a~~2012, in lieu of its annual $500 contribution in the name of each director to a charity selected by the ~~director.~~

director, the Company contributed $25,000 to The Empire State Relief Fund for Superstorm Sandy recovery.

Non-employee directors are given the opportunity to defer for future distribution payment of their cash retainer. Deferred payments of director fees are recorded as deferred units of the Company’s Common Stock under the ~~TWC~~ Stock ~~Incentive~~ Plan (the “Directors’ Deferred Compensation Program”). Distributions of the account upon the selected deferral date will be made in shares of the Company’s Common Stock. The directors are entitled to receive dividend equivalents in cash on their deferred stock units if regular cash dividends are paid on the Common Stock.

DIRECTOR COMPENSATION FOR ~~2009~~2012

Change in

Pension Value

and

Nonqualified

Fees Earned
Non-Equity
Deferred

or Paid
Stock
Option
Incentive Plan
Compensation
All Other

Name
in Cash(1) Awards(2) Awards Compensation Earnings Compensation(4) Total

Jeffrey Bewkes(3) — — — — — — —
Carole Black $ 94,019 $ 111,343 — — — $ 500 $ 205,862
Thomas H. Castro $ 95,000 $ 111,343 — — — $ 896 $ 207,239
David C. Chang $ 100,000 $ 111,343 — — — $ 500 $ 211,843
James E. Copeland, Jr. $ 105,000 $ 111,343 — — — $ 1,436 $ 217,984
Peter R. Haje $ 112,091 $ 111,343 — — — $ 500 $ 223,934
Donna A. James $ 80,393 $ 111,386 — — — $ 500 $ 192,279
Don Logan $ 91,962 $ 111,343 — — — $ 500 $ 204,714
N.J. Nicholas, Jr. $ 100,981 $ 111,343 — — — $ 500 $ 212,824
Wayne H. Pace $ 95,981 $ 111,343 — — — $ 500 $ 207,824
Edward D. Shirley $ 80,385 $ 111,386 — — — $ 500 $ 192,271
John E. Sununu $ 76,373 $ 111,386 — — — $ 500 $ 188,259


	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation⁽³⁾		Total
Carole Black	$	122,823	$	140,213	$	—	$	—	$	—	$	—	$	263,036
Thomas H. Castro		112,500		140,213		—		—		—		—		252,713
David C. Chang		107,823		140,213		—		—		—		—		248,036
James E. Copeland, Jr.		115,322		140,213		—		—		—		485		256,020
Peter R. Haje		131,291		140,213		—		—		—		—		271,504
Donna A. James		117,177		140,213		—		—		—		—		257,390
Don Logan		105,000		140,213		—		—		—		952		246,165
N.J. Nicholas, Jr.		134,032		140,213		—		—		—		—		274,245
Wayne H. Pace		114,355		140,213		—		—		—		—		254,568
Edward D. Shirley		115,323		140,213		—		—		—		293		255,829
John E. Sununu		117,177		140,213		—		—		—		—		257,390


(1)		Amounts earned by each non-employee director in ~~2009~~2012 represent (a) an annual cash retainer of ~~$85,000;~~$90,000; (b) an annual additional payment of ~~$10,000~~$15,000 for each member of the Audit Committee ~~(Messrs. Chang, Nicholas~~ and ~~Shirley~~the Compensation Committee, with $30,000 to each Committee chair and ~~Ms. James), with $20,000 to its chair (Mr. Copeland) and $5,000~~$7,500 for each member of the ~~Compensation Committee (Ms. Black and Messrs. Castro, Logan and Nicholas),~~ Nominating and Governance Committee, ~~(Messrs. Chang, Haje, Logan, Pace, Shirley and Sununu and Ms. Black) and~~ Finance Committee ~~(Messrs. Castro, Logan~~ and ~~Sununu~~Marketing and ~~Ms. James),~~Customer Care Committee, with ~~$10,000~~$15,000 to each ~~Committee’s chair (Mr. Haje, Mr. Nicholas and Mr. Pace, respectively);~~Committee chair; and (c) a cash payment of ~~$20,000~~$30,000 for the lead ~~director,~~director. Each of the retainers was prorated ~~from March 13, 2009). These amounts are prorated in certain cases~~ based on the ~~director’s~~ period of ~~service.~~Committee and/or lead director service during the year. Messrs. Chang ~~Haje~~ and ~~Pace~~Haje elected to defer all or a portion of their cash retainer under the Directors’ Deferred Compensation Program for ~~2009~~2012 and received awards of deferred stock units (in July ~~2009~~2012 and January ~~2010)~~2013) covering, in the aggregate, ~~1,156, 1,584~~978 and ~~2,731~~748 shares of Common Stock, respectively. The value of these deferred stock units is included in this column. These deferrals and the related deferred stock units are not


		reflected in a separate column in the table. The number of deferred stock units credited to the non-employee directors on December 31, ~~2009~~2012 was: Dr. Chang—~~2,781;~~6,832; Mr. Copeland—6,126; Mr. Haje—~~3,434;~~7,039; Mr. Nicholas—5,424; and Mr. Pace—~~4,312.~~8,628.

(2)		The amounts set forth in the Stock Awards column represent the value of the award to each non-employee director of RSUs with respect to ~~2,046~~1,820 shares of Common Stock, ~~(4,569 shares including the Special Dividend RSUs),~~ as computed in accordance with FASB ASC Topic ~~718, except that each of Ms. James and Messrs. Shirley and Sununu received RSUs covering 3,319 shares of Common Stock.~~718. The amounts were calculated based on the grant date fair value per share of ~~$54.42,~~$77.04, which was the closing sale price of the Common Stock on the date of grant (February ~~12, 2009) (as adjusted for the Reverse Stock Split) ($33.56 per share for the RSUs awarded on May 1, 2009 to Ms. James and Messrs. Shirley and Sununu)~~16, 2012). On December 31, ~~2009,~~2012, each non-employee director held the following number of RSUs: ~~9,815~~16,066 RSUs for each of Ms. Black and Messrs. Castro, Chang, Copeland, Haje, Logan and ~~Nicholas, 7,906~~Nicholas; 14,157 RSUs for Mr. ~~Pace,~~Pace; and ~~3,319~~9,570 RSUs for Ms. James, Mr. Shirley and Senator Sununu.

(3)		~~Mr. Bewkes resigned effective March 12, 2009.~~

~~(4)~~		Reflects ~~(a) the Company’s commitment to make a charitable contribution of $500 to an organization selected by each director and (b)~~ reimbursement for estimated taxes incurred by each of Messrs. ~~Castro ($396) and~~ Copeland ($~~936)~~485), Logan ($952) and Shirley ($293) as a result of ahis spouse accompanying ~~the director~~him to a Company-sponsored event.

Additional Information

In connection with an administrative order dated March 21, 2005, Mr. Pace reached a settlement with the SEC pursuant to which he agreed, without admitting or denying the SEC’s allegations, to the entry of an administrative order that he cease and desist from causing violations or future violations of certain reporting provisions of the securities laws; however, the order does not subject him to any suspension, bar or penalty.

Compensation Committee Interlocks and Insider Participation

Mr. Logan was a member of the Compensation Committee through March 2009. He served as Chairman of Time Warner’s Media and Communications Group from July 31, 2002 until December 31, 2005 and was, until December 31, 2009, a non-active employee of Time Warner.

Mr. Haje, a member of the Compensation Committee, served as Executive Vice President and General Counsel of TWE from June 1992 until 1999.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policy and Procedures Governing Related Person Transactions

The Board has adopted the Time Warner Cable Inc. Policy and Procedures Governing Related Person Transactions. This is a written policy and set of procedures for the review and approval or ratification of transactions involving related persons, which consist of directors, director nominees, executive officers, persons

or entities known to the Company to be the beneficial owner of more than five percent (5%) of any outstanding class of the voting securities of the Company, or immediate family members or certain affiliated entities of any of the foregoing persons. Under authority delegated by the Board, the Nominating and Governance Committee (or its Chair, under certain circumstances) is responsible for applying the policy with the assistance of the General Counsel or his designee (if any). Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which (i) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year; (ii) the Company is, will or may be expected to be a participant; and (iii) any related person has or will have a direct material interest or an indirect material interest. Prior to the Separation, the policy also included previously-disclosed procedures for the approval of certain transactions between Time Warner and its affiliates, on the one hand, and the Company and its subsidiaries, on the other hand. These procedures were also a part of the Company’s pre-Separation organizational documents. In connection with the Separation, the Company’s organizational documents were amended to remove these procedures and the Board similarly revised the policy.

In addition, the Company’s Standards of Business Conduct and Guidelines for Non-Employee Directors contain general procedures for the approval of transactions between the Company and its directors and executive officers and certain other transactions involving the Company’s directors and executive officers. The Company’s Standards of Business Conduct and Guidelines for Non-Employee Directors are available on its website.

Excluded Transactions

In addition to the requirements described above for transactions covered by the policy, the policy includes a list of categories of transactions identified by the Board as having no significant potential for an actual or the appearance of a conflict of interest or improper benefit to a related person, and thus are not subject to review by the Nominating and Governance Committee. These excluded transactions consist of the following types of transactions between the Company and a related person or another entity with which the related person is affiliated:


	•		Ordinary Course Transactions with Other Entities. Transactions in the ordinary course of business between the Company and another entity with which a related person is affiliated unless (a) the related person serves as an executive officer, employee, or beneficial owner of an equity interest of 10% or more in the other entity and (b) the transactions, in the aggregate, represent more than 5% of the Company’s consolidated gross revenues for the prior fiscal year or 2% of the other entity’s gross revenue for the prior fiscal year;

	•		Charitable Contributions.Discretionary charitable contributions by the Company to a non-profit entity with which a related person is affiliated that would satisfy the Company’s categorical standards for determining that a material relationship does not exist with an entity that would impact a director’s independence. See ~~“Criteria~~“Corporate Governance—Criteria for Membership on the Board—Independence” above;

	•		Transactions with Significant Stockholders. Transactions between the Company and a corporation, firm or other entity known to the Company to be the beneficial owner of more than 5% of any outstanding class of the Company’s voting securities (a “Significant Stockholder”), if the transactions occur in the ordinary course of business and are consistent with other transactions in which the Company has engaged with third parties, unless the transactions, in the aggregate, represent more than 5% of the Company’s consolidated gross revenues for the prior fiscal year or 2% of the Significant Stockholder’s gross revenues for the prior fiscal year;

	•		Non-employee Position with Other Affiliated Entities. Transactions where the related person’s interest in the transaction is based solely on his or her position as (a) a non-employee director of the other entity or (b) subject to the requirements relating to the Company’s charitable contributions as described above, a non-employee director or trustee, or unpaid volunteer at a non-profit organization;

	•		Executive Compensation. Any compensation paid to an executive officer of the Company if (a) the compensation is required to be reported in the Company’s annual report onForm 10-K or proxy statement under the compensation disclosure requirements of the SEC or (b)(i) the executive officer is not an “immediate family member” otherwise covered by the policy and the compensation would be reported in the Company’s annual report onForm 10-K or proxy statement if the executive officer was a “named executive officer” (as defined under SEC rules) and (ii) the Compensation Committee approved (or recommended that the Board approve) such compensation;

•
Director Compensation. Any compensation paid to a director of the Company if the compensation is required to be reported in the Company’s annual report onForm 10-K or proxy statement under the SEC’s compensation disclosure requirements;

	•		Transactions Where All Stockholders Receive Proportional Benefits. Transactions in which all stockholders receive the same benefits on apro ratabasis (e.g., dividends);

•

Transactions Involving Competitive Bids, Regulated Transactions and Certain Banking-Related Services. Transactions involving a related person where the rates or charges involved are determined by competitive bids; transactions with a related person involving the rendering of services as a common carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and


	•		Other. Other categories of transactions that may be identified by the Nominating and Governance Committee from time to time as having no significant potential for an actual, or the appearance of a, conflict of interest or improper benefit to a related person.

Approval Procedure

The General Counsel or his designee will assess whether any proposed transaction involving a related person is a related person transaction covered by the policy, and if so, the transaction will be presented to the Nominating and Governance Committee for review and consideration at its next meeting or, in those instances in which the General Counsel or his designee determines that it is not practicable or desirable for the Company to wait until the next Committee meeting, to the Chair of the Nominating and Governance Committee. If the General Counsel or his designee potentially may be involved in a related person transaction, the applicable person is required to inform the Chief Executive Officer and the Chair of the Nominating and Governance Committee. Related person transactions (other than the excluded transactions) will be reviewed and be subject to approval by the Nominating and Governance Committee. If possible, the approval will be obtained before the Company commences the transaction or enters into or amends any contract relating to the transaction. If advance Committee approval of a related person transaction is not feasible or not identified prior to commencement of a transaction, then the transaction will be considered and, if the Nominating and Governance Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting.

In determining whether to approve or ratify a related person transaction covered by the policy, the Nominating and Governance Committee may take into account such factors it deems appropriate, which may include:

the extent of the related person’s interest in the transaction;

whether the transaction would interfere with the objectivity and independence of any related person’s judgment or conduct in fulfilling his or her duties and responsibilities to the Company;


	•	~~the extent of the related person’s interest in the transaction;~~

	•	~~whether the transaction would interfere with the objectivity and independence of any related person’s judgment or conduct in fulfilling his or her duties and responsibilities to the Company;~~

	•	~~whether the transaction is fair to the Company and on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;~~

	•	~~whether the transaction is in the interest of the Company and its stockholders; and~~

	•	~~whether the transaction is consistent with any conflicts of interest policies set forth in the Company’s Standards of Business Conduct and other policies.~~

whether the transaction is fair to the Company and on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;

whether the transaction is in the interest of the Company and its stockholders; and

whether the transaction is consistent with any conflicts of interest policies set forth in the Company’s Standards of Business Conduct and other policies.

A member of the Nominating and Governance Committee who potentially is a related person in connection with a particular proposed related person transaction will not participate in any discussion or approval of the transaction, other than discussions for the purpose of providing material information concerning the transaction to the Committee.

~~Relationship between the Company and Time Warner~~

~~Registration Rights Agreement and Shareholder Agreement~~

Prior to the Separation, the Company and Time Warner were parties to a registration rights agreement (the “Registration Rights Agreement”), which the parties entered into in March 2003, and a shareholder agreement (the “Shareholder Agreement”), which the parties entered into in April 2005. Both the Registration Rights Agreement and the Shareholder Agreement terminated upon the Separation.

Pursuant to the Registration Rights Agreement, Time Warner had the right to require TWC to register the shares of Class A common stock and Class B common stock that Time Warner owned prior to the Separation. Under the Shareholder Agreement, Time Warner had certain approval rights in connection with TWC’s ability to: (i) create, incur or guarantee certain indebtedness; (ii) enter into any agreement that bound or purported to bind Time Warner or its affiliates or that would subject TWC or its subsidiaries to significant penalties or restrictions as a result of any action or omission of Time Warner or its affiliates; or (iii) adopt a stockholder

~~rights plan, become subject to section 203 of the Delaware General Corporation Law, adopt a “fair price” provision in TWC’s certificate of incorporation or take any similar action.~~

~~In addition, under the Shareholder Agreement, Time Warner agreed not to take certain actions that would result in a change in control of TWC.~~

~~Reimbursement for Time Warner Equity Compensation~~

Prior to April 2007, from time to time, TWC’s employees and employees of its subsidiaries and joint ventures were granted options to purchase shares of Time Warner Common Stock in connection with their employment with subsidiaries and affiliates of Time Warner. TWC and TWE agreed that, upon the exercise by any of their officers or employees of any options to purchase Time Warner Common Stock, TWC would reimburse Time Warner in an amount equal to the excess of the closing price of a share of Time Warner Common Stock on the date of the exercise of the option over the aggregate exercise price paid by the exercising officer or employee for each share of Time Warner Common Stock. Prior to the Separation, TWC accrued stock option distributions payable to Time Warner, which were not payable until the underlying options were exercised. Any accrued amounts were adjusted in subsequent accounting periods based on changes in the market price of Time Warner Common Stock. Under this arrangement, TWC reimbursed Time Warner in the amount of approximately $400,000 during 2009 prior to the Separation.

~~Other Agreements Related to TWC’s Business~~

In the ordinary course of TWC’s business, it has entered into various agreements and arrangements with Time Warner and its various divisions and affiliates on terms that TWC believes are no less favorable than those that could be obtained in agreements with third parties. TWC does not believe that any of these agreements or arrangements is individually material to its business. These agreements and arrangements have continued following the Separation and include:


	•	~~agreements to sell advertising to various video programming vendors owned by Time Warner and its affiliates and carried on TWC’s cable systems;~~

	•	~~agreements to purchase or license programming from various programming vendors owned in whole or in part by Time Warner and its affiliates;~~

	•	~~real property lease agreements with Time Warner and its affiliates; and~~

	•	~~intellectual property license agreements with Time Warner and its affiliate.~~

Under these agreements, TWC received $2 million in aggregate payments from Time Warner and its affiliates (other than TWC and its subsidiaries), and TWC made $171 million in aggregate payments to Time Warner and its affiliates (other than TWC and its subsidiaries) during 2009 prior to the Separation.

~~Reimbursement for Services~~

Prior to the Separation, Time Warner provided TWC with specified administrative services under an arrangement that went into effect immediately after the completion of the March 31, 2003 restructuring of TWE (the “TWE Restructuring”), including selected tax, human resources, legal, information technology, treasury, financial, public policy and corporate and investor relations services. TWC paid fees that approximated Time Warner’s estimated overhead cost for services rendered. The services rendered and fees paid were renegotiated annually. During the first quarter of 2009 prior to the Separation, TWC incurred a total of approximately $200,000 under this arrangement. In connection with the Separation, TWC entered into a transition service agreement with Time Warner, under which Time Warner has provided TWC with certain limited human resources and administrative services for a short period of time after the completion of the Separation for a fee.

~~Intellectual Property Agreements~~

~~Time Warner Brand and Trade Name License Agreement.~~ In connection with the TWE Restructuring, TWC entered into a license agreement with Time Warner, which terminated upon the Separation, under which Time Warner granted TWC a perpetual, royalty-free, exclusive license to use, in the United States and its territories and possessions, the “TW,” “Time Warner Cable,” “TWC” and “TW Cable” marks and specified related marks as a trade name and on marketing materials, promotional products, portals and equipment and software. Time Warner had the right to terminate the agreement if a change of control of TWC occurred.

In connection with the Separation, TWC entered into a new license agreement with Time Warner pursuant to which Time Warner granted TWC and its subsidiaries a royalty-free, exclusive, worldwide, non-transferable license to use the “Time Warner Cable,” “TWC” and “TW Cable” marks and specified related marks in connection with the delivery of residential and commercial video, data, phone, networking and security services. The license also covers related equipment and software, promotional products, other ancillary services and certain naming rights agreements. The license is perpetual, subject to Time Warner’s right to terminate under certain circumstances, including in connection with certain changes of control of TWC.

~~Road Runner Brand License Agreement.~~ In connection with the TWE Restructuring, TWC entered into a license agreement with Warner Communications Inc. (“WCI”) which terminated upon the Separation. WCI granted TWC a perpetual, royalty-free license to use, in the United States and its territories and possessions and in Canada, the “Road Runner” mark and copyright and some of the related marks. TWC had the right to use the Road Runner licensed marks in connection with high-speed data services and other services ancillary to those services, and on marketing materials, promotional products, portals and equipment and software. The license was exclusive regarding high-speed data services, ancillary broadband services and equipment and software. The license was non-exclusive regarding promotional products and portals. WCI was prohibited from licensing to third parties the right to use these marks in connection with DSL,~~dial-up~~ ~~or direct broadcast satellite technologies in the United States, its territories and possession, or in Canada. WCI had the right to terminate the agreement if a change of control of TWC occurred.~~

In connection with the Separation, TWC entered into a license agreement with Warner Bros. Consumer Products Inc. (“Warner Bros.”) pursuant to which Warner Bros. granted TWC and its subsidiaries an exclusive, non-transferable license to use in the United States and its territories and possessions and in Canada the “Road Runner” mark and copyright and certain related marks in connection with TWC’s provision of high-speed data, wireless broadband, related equipment and software and other ancillary services, including non-exclusive rights for promotional products, subject to TWC’s payment of an annual license fee. The initial term of the license is for a period of ten years, with the right to renew for additional ten year terms. Warner Bros. has the right to terminate the license agreement under certain circumstances, including in connection with certain changes of control of TWC.

~~Time Warner Interactive Video Group Inc. Intellectual Property Agreement.~~ In connection with the Separation, TWC and Time Warner Interactive Video Group Inc. (“TWIVG”) entered into a license agreement with WCI (the “TWIVG License”). Under the TWIVG License, TWC and TWIVG granted WCI a worldwide, non-exclusive, non-transferable (with limited exceptions), royalty-free, non-sublicensable (with limited exceptions) license to use, make, modify and distribute certain intellectual property, including patents, inventions and copyrights, owned by TWIVG as of December 31, 2003. The license is perpetual, subject to TWC’s and TWIVG’s right to terminate under certain circumstances, including in connection with certain changes of control of WCI.

~~TWE Intellectual Property Agreement.~~ As part of the TWE Restructuring, TWE entered into an intellectual property agreement (the “TWE Intellectual Property Agreement”) with WCI that allocated to TWE intellectual property relating to the cable business and allocated to WCI intellectual property relating to the non-cable business, primarily content-related assets, such as Home Box Office assets and Warner Bros. Studio assets. The agreement also provided for cross licenses between TWE and WCI so that each may continue to use intellectual property that each was respectively using at the time of the TWE Restructuring. Under the TWE Intellectual Property Agreement, each of TWE and WCI granted the other a non-exclusive, fully paid

up, worldwide, perpetual, non-sublicensable (except to affiliates), non-assignable (except to affiliates), royalty free and irrevocable license to use the intellectual property covered by the TWE Intellectual Property Agreement. In addition, both TWE and WCI granted each other sublicenses to use intellectual property licensed to either by third parties that were being used at the time of the TWE Restructuring.

~~TWI Cable Intellectual Property Agreement.~~ Prior to the TWE Restructuring, TWI Cable Inc. (“TWI Cable”), an entity that was under the control of Time Warner, entered into an intellectual property agreement (the “TWI Cable Intellectual Property Agreement”) with WCI with substantially the same terms as the TWE Intellectual Property Agreement. The TWI Cable Intellectual Property Agreement allocated to WCI intellectual property related to the cable business and allocated to TWI Cable intellectual property related to the non-cable business. As part of the TWE Restructuring, WCI then assigned to TWC the cable-related intellectual property assets it received under that agreement. These agreements make TWC the beneficiary of cross licenses to TWI Cable intellectual property related to the non-cable business, on substantially the same terms as those described above. In connection with the TWI Cable Intellectual Property Agreement, TWI Cable and WCI executed and delivered assignment agreements in substantially the same form as those executed in connection with the TWE Intellectual Property Agreement.

~~Tax Matters Agreement~~

TWC is party to a tax matters agreement with Time Warner that governs TWC’s inclusion in any Time Warner consolidated, combined or unitary group for federal and state tax purposes for taxable periods during which TWC was a member of any such group. Under the tax matters agreement, for each year TWC was included in the Time Warner consolidated group for federal income tax purposes, TWC agreed to make periodic payments, subject to specified adjustments, to Time Warner based on the applicable federal income tax liability that TWC and its affiliated subsidiaries would have had for each taxable period if TWC had not been included in the Time Warner consolidated group. Time Warner agreed to reimburse TWC, subject to specified adjustments, for the use of tax items, such as net operating losses and tax credits attributable to TWC or an affiliated subsidiary, to the extent that these items are applied to reduce the taxable income of a member of the Time Warner consolidated group other than TWC or one of its subsidiaries. Similar provisions apply to any state income, franchise or other tax returns filed by any Time Warner consolidated, combined or unitary group for each year TWC was included in such consolidated, combined or unitary group for any state income, franchise or other tax purposes. During 2009, TWC received net cash tax payments from Time Warner of $44 million.

Under applicable United States Treasury Department regulations, each member of a consolidated group filing consolidated federal income tax returns is severally liable for the federal income tax liability of each other member of the consolidated group. Similar rules apply with respect to members of combined or unitary groups for state tax purposes. Although TWC is no longer a member of the Time Warner consolidated group for federal income tax purposes as a result of the Separation, TWC continues to have several liability for the federal income tax liability of the Time Warner consolidated group for all taxable years, or portions of taxable years, during which TWC was a member of the Time Warner consolidated group. In addition, TWC has several liability for some state income taxes of groups with which TWC filed combined or unitary state tax returns. Although Time Warner has indemnified TWC against this several liability, TWC would be liable in the event that this federal~~and/or~~ ~~state liability were incurred but not discharged by Time Warner or any member of the relevant consolidated, combined or unitary group.~~

In connection with the Separation, TWC entered into an amendment to the tax matters agreement with Time Warner. In addition to the terms described above, the amended agreement requires TWC to indemnify Time Warner for any taxes resulting from the failure of any of the transactions related to the Separation to qualify as tax-free (“Transaction Taxes”) as a result of (i) certain actions taken, or the failure to take actions, by TWC or (ii) the failure of certain representations to be made by TWC to be true. The agreement further requires Time Warner to indemnify TWC for all other Transaction Taxes.

~~The descriptions of the foregoing agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, those agreements.~~

COMPANY PROPOSALS

PROPOSAL ONE: Election of Directors

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated for election at the Annual Meeting the following slate of twelve nominees for directors. Each of the nominees is currently serving as a director of the Company having been elected by the Company’s stockholders at the Company’s ~~2009~~2012 annual meeting of stockholders. The Company expects each nominee for election as a director at the Annual Meeting to be able to accept such nomination. Information about these nominees is provided above under the heading “Directors.”

The persons named in the proxy intend to vote such proxy for the election of each of the twelve nominees for director named below, unless the holder indicates on the proxy that the vote should be “against” any or all of the nominees. If any nominee is unable to accept the nomination, proxies will be voted in favor of the remainder of those nominated for director and may be voted for substitute nominees. Proxies cannot be voted for a greater number of persons than the number of nominees.

The Board of Directors recommends a voteFORthe election

of the twelve director nominees listed below.

~~Carole Black~~

~~Glenn A. Britt~~

~~Thomas H. Castro~~

~~David C. Chang~~

~~James E. Copeland, Jr~~

~~Peter R. Haje~~

~~Donna A. James~~

~~Don Logan~~

~~N.J. Nicholas, Jr.~~

~~Wayne H. Pace~~

~~Edward D. Shirley~~

~~John E. Sununu~~

Carole Black
Glenn A. Britt
Thomas H. Castro
David C. Chang
James E. Copeland, Jr.
Peter R. Haje
Donna A. James
Don Logan
N.J. Nicholas, Jr.
Wayne H. Pace
Edward D. Shirley
John E. Sununu

Vote Required for Approval

A majority of the votes duly cast by the holders of Common Stock with respect to each director is required for the election of each director.

PROPOSAL TWO: Ratification of Appointment of Independent ~~Auditor~~Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed Ernst & Young LLP as independent auditor of the Company to audit its consolidated financial statements for ~~2010~~2013 and the Board of Directors has determined that it would be desirable to request that the stockholders ratify such appointment.

Ernst & Young LLP, a registered public accounting firm, has served the Company as independent auditor since the Company’s incorporation in 2003. Representatives of Ernst & Young LLP will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions from stockholders.

Vote Required for Approval

Stockholder approval is not required for the appointment of Ernst & Young LLP, since the Audit Committee of the Board of Directors has the responsibility for selecting auditors. However, the appointment is being submitted for ratification at the Annual Meeting. No determination has been made as to what action the Board of Directors would take if stockholders do not ratify the ~~appointment.~~

appointment by a majority of the votes duly cast by the holders of Common Stock.

The Board of Directors recommends a voteFORapproval

of the appointment
of Ernst & Young LLP as independent auditor.

PROPOSAL THREE: Advisory Vote on Executive Compensation

The Company is asking stockholders to approve an advisory resolution on the Company’s executive compensation as reported in this Proxy Statement. As described above in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee has structured the Company’s executive compensation program to achieve the following key objectives:

pay for performance by rewarding executives for leadership excellence and sustained financial and operating performance in line with the Company’s strategic goals; and

align executives’ interests and risk orientation with the Company’s business goals and the interests of the Company’s stockholders.

The Company believes that its compensation programs have played a key role in the Company’s operating and financial success, which in turn have helped drive strong stock price performance since the Company’s Separation from Time Warner in March 2009. The Company encourages stockholders to read the “Compensation Discussion and Analysis” beginning on page 23 of this Proxy Statement, which provides an overview of the Company’s executive compensation policies and procedures, how they operate and are designed to achieve the Company’s pay-for-performance objectives and how they were applied for 2012, as well as certain enhancements that have been made in recent years. It also highlights certain key compensation practices. The Summary Compensation Table and other related compensation tables and narrative provide detailed information on the compensation of the Company’s named executive officers. The Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving the Company’s goals and that the compensation of the named executive officers reported in this Proxy Statement has contributed to the Company’s recent and long-term success.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, the Company is asking stockholders to approve the following advisory resolution at the 2013 Annual Meeting of Stockholders:

RESOLVED, that the stockholders of Time Warner Cable Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2013 Annual Meeting of Stockholders.

The Board has adopted a policy providing for annual advisory votes to approve named executive officer compensation. Unless the Board modifies this policy, the next advisory vote will be held at the Company’s 2014 annual meeting of stockholders.

Vote Required for Approval

This advisory resolution, commonly referred to as a “say-on-pay” resolution, will be considered approved if it receives the affirmative vote of a majority of the votes duly cast by holders of the Common Stock. However, the vote is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding the Company’s executive compensation program.

The Board of Directors recommends a voteFOR the approval of

the advisory resolution to approve executive compensation.

STOCKHOLDER PROPOSALS

PROPOSAL FOUR: Proposal Regarding Disclosure of Lobbying Activities

Walden Asset Management, One Beacon Street, Boston, Massachusetts 02108, the beneficial owner of at least 224,296 shares of Common Stock, joined by other organizations, whose names, addresses and stockholdings will be provided by the Company upon request, has advised the Company that they intend to propose a resolution at the Annual Meeting. The proposed resolution and statement in support thereof are set forth below:

Whereas, businesses, like individuals, have a recognized legal right to express opinions to legislators and regulators on public policy matters.

We believe it is important that Time Warner Cable’s lobbying positions, and processes to influence public policy, are transparent. Public opinion is skeptical of corporate influence on Congress and public policy and controversial lobbying activity may pose risks to our company’s reputation. We encourage full disclosure of Time Warner Cable’s policies, procedures and oversight mechanisms.

Time Warner Cable spent approximately $15.21 million in 2010 and 2011 on federal lobbying, according to Senate reports. But this figure may not include grassroots lobbying to influence legislation by mobilizing public support or opposition. Also, not all states require disclosure of lobbying expenditures. The reports also do not include contributions to tax-exempt organizations which write and endorse model legislation.

Resolved, the shareholders of Time Warner Cable request the Board authorize the preparation of a report, updated annually, and disclosing:

Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

Payments by Time Warner Cable used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

Time Warner Cable’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

Description of the decision making process and oversight by management and the Board for making payments described in section 2 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Time Warner Cable is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant Board oversight committees and posted on the company’s website.

Supporting Statement

We encourage transparency as corporate funds influence legislation and regulation, directly and indirectly. Such disclosure is in shareholders’ best interests. Absent public accountability, company assets could be used for objectives contrary to our company’s long-term interests.

For example, Time Warner Cable is a member of the American Legislative Exchange Council (ALEC) and funds the Heartland Institute. These organizations campaign vigorously against measures to stop climate change. The Heartland Institute placed billboards in Chicago equating the Unabomber to those who oppose climate change and disputes the science regarding the impact on tobacco on people’s health. In contrast, website(sic) Time Warner Cable’s website publicly affirms its commitment to “protecting the environment.”

Time Warner Cable should work to ensure consistency between its company policies and the trade associations and political groups they fund.

The Board of Directors recommends a voteAGAINST this

proposal for the following reasons:

Political Advocacy is Critical to Stockholders. The Company operates in highly regulated industries. The Company’s active involvement in the political process is, therefore, crucial to its ability to protect stockholders’ interests, promote its business objectives and to continue to provide high quality products and services to its customers. In addition, many of the Company’s competitors expend far more resources than the Company in participating in the political arena, so it is important that the Company uses its resources efficiently.

TWC Recently Adopted Policies that Significantly Address the Concerns Identified in the Proposal. The Company recognizes the importance of following strict guidelines in conducting lobbying and other public policy activities as well as the need for appropriate transparency in this area. Accordingly, and before receiving the current proposal, the Company was in the final stages of adopting a far reaching, formal policy statement to govern these activities. This policy, a Statement on Political Contributions and Lobbying Activities (the “Policy Statement”), is available on the Company’s “Corporate Governance” page atwww.twc.com/investors. The Policy Statement contains extensive disclosure on the Company’s political activities and annual review process for such activities, as well as links to the reports filed with the Federal Election Commission and state governments by the Company-sponsored federal and state political action committees.

The Company’s Policy Statement Achieves the Appropriate Balance. In adopting the Policy Statement, the Company evaluated many factors, including the level of disclosure made by its competitors and other public companies, the operational costs and competitive impact entailed in various levels of disclosure, as well as consideration of the appropriate mechanisms to ensure that the Company’s Board of Directors can engage in meaningful oversight of the Company’s activities. In addition to enhanced public disclosure, the Policy Statement requires regular reporting to the Board’s Nominating and Governance Committee, and an annual evaluation of the Company’s membership in outside organizations that engage in lobbying activities. The Company has already made changes in its membership decisions pursuant to these new policies.

The Policy Statement also makes clear that:

the Company does NOT use corporate funds to make contributions to federally-registered independent expenditure committees (so-called “super PACs”);

the Company does NOT directly fund “independent expenditures;” and

the Company does NOT use corporate funds to support or oppose ballot measures, except in limited instances where the proposed measure would have a direct and material adverse impact on the Company.

TWC Values Transparency and is Subject to an Extensive Framework of Laws, Public Disclosure and Internal Oversight. The Company’s political contributions and lobbying activities are already subject to an extensive framework of laws, public disclosure and internal oversight. The Company files regular reports with the U.S. House of Representatives and the U.S. Senate disclosing its federal lobbying activities and the amount of money it spends each quarter on federal lobbying. These reports are publicly available athttp://lobbyingdisclosure.house.gov.The Company also files extensive lobbying disclosure reports as required by state law, which are also publicly available.

TWC believes the policies and procedures set out in the Policy Statement allow the Company to play a constructive role in issues that directly impact the business interests of the Company and its stockholders, while appropriately balancing the concerns behind the current proposal with the operational and other costs its additional requirements would entail. At the very least, the Company believes the effectiveness of the new Policy Statement in meeting these objectives should be evaluated over a period of time before considering changes to it.

Accordingly, the Board of Directors recommends a voteAGAINST the proposal.

Vote Required for Approval

The affirmative vote of a majority of the votes duly cast by the holders of the Common Stock is required to adopt this proposal.

PROPOSAL FIVE: Proposal Regarding Prohibition on Accelerated Vesting of Equity Awards in a Change in Control

The Trust for the International Brotherhood of Electrical Workers’ Pension Benefit Fund (the “IBEW”), 900 Seventh Street, NW, Washington, DC 20001, the beneficial owner of 17,713 shares of Common Stock, has advised the Company that it intends to propose a resolution at the Annual Meeting. The proposed resolution and statement in support thereof are set forth below:

RESOLVED: The shareholders ask the board of directors to adopt a policy that in the event of a change in control (as defined under any applicable employment agreement, equity incentive plan or other plan), there shall be no acceleration of vesting of any equity award granted to any senior executive, provided, however, that the board’s Compensation Committee may provide in an applicable grant or purchase agreement that any unvested award will vest on a partial,pro rata basis up to the time of the senior executive’s termination, with such qualifications for an award as the Committee may determine.

For purposes of this Policy, “equity award” means an award granted under an equity incentive plan as defined in Item 402 of the SEC’s Regulation S-K, which addresses executive compensation. This resolution shall be implemented so as not to affect any contractual rights in existence on the date this proposal is adopted.

SUPPORTING STATEMENT

Time Warner Cable Inc. (the “Company”) allows senior executives to receive an accelerated award of unearned equity under certain conditions after a change of control of the Company. We do not question that some form of severance payments may be appropriate in that situation. We are concerned, however, that current practices at the Company may permit windfall awards that have nothing to do with a senior executive’s performance.

According to last year’s proxy statement, a termination without cause at the end of the 2011 fiscal year could have accelerated the vesting of $60 million worth of long-term equity to Time Warner Cable’s six senior executives, with Mr. Britt, the Chairman and CEO, entitled to $33 million out of a total personal severance package worth $56 million.

In this regard, we note that Time Warner Cable uses a “double trigger” mechanism for the specified awards: (1) There must be a change of control, which can occur as defined in the plan or agreement, and (2) a termination without cause.

We are unpersuaded by the argument that executives somehow “deserve” to receive unvested awards. To accelerate the vesting of unearned equity on the theory that an executive was denied the opportunity to earn those shares seems inconsistent with a “pay for performance” philosophy worthy of the name.

We do believe, however, that an affected executive should be eligible to receive an accelerated vesting of equity awards on apro rata basis as of his or her termination date, with the details of anypro rata award to be determined by the Compensation Committee.

Other major corporations, including Apple, Chevron, Dell, ExxonMobil, IBM, Intel, Microsoft, and Occidental Petroleum, have limitations on accelerated vesting of unearned equity, such as providing pro rata awards or simply forfeiting unearned awards.

We urge you to voteFOR this proposal.

The Board of Directors recommends a voteAGAINST this

proposal for the following reasons:

The Company’s ability to attract and retain executive talent is key to its success. The Company’s independent Compensation Committee has structured an effective and competitive executive compensation program that reflects market practices, Company objectives and stockholders’ interests. The proposal’s inconsistency with general market practices would hinder the Company’s ability to attract and retain qualified executives and create misalignment between executives’ interests and those of stockholders and is, thus, not in the best interests of the stockholders.

ØTWC Equity Awards have a “Double Trigger” Clause. TWC’s equity awards have a best-practices “double-trigger” acceleration provision. Executives’ equity awards do NOT vest on a change in controlunless the executive is terminated without cause within a designated period of the change-in-control event.

ØDouble Trigger Strikes the Right Balance — Aligns Executives with Stockholders in a Possible Change in Control Transaction. When a potential change in control arises, the double trigger provision creates retention incentives and promotes direct alignment with stockholders during a time of uncertainty and potential disruption to TWC executives.

The double-trigger full acceleration vesting provision makes it less likely that the executive would be resistant to an otherwise beneficial change in control based on concerns about losing equity awards if the new owner decides to terminate the executive following closing.

By the same token, the double trigger prevents inappropriate vesting. The executive will not see a direct personal benefit from the transaction alone.

ØTWC’s Program is Well Within the Mainstream. TWC’s vesting provisions in the event of a change in control-related termination have become standard across Fortune 500 companies and, more importantly, consistent with the benefits of TWC’s competitors for executive talent. Changing its provisions would put TWC at a competitive disadvantage in attracting and retaining its leaders.

ØNo “Windfall.” TWC executives get over half their annual target compensation opportunity in the form of equity awards, which vest over time to encourage retention. Accordingly, permitting vesting when the executive is denied the opportunity to stay with the Company following a change in control is not a windfall. Instead, the double-trigger vesting provision allows the executive to receive the benefit of an equity award that was considered “earned” but was not distributed to encourage retention only when the retention objective is no longer relevant. Moreover, requiring previously granted equity awards to be forfeited upon a change in control-related termination would result in executivesundervaluing the equity portion of their compensation since they cannot be assured they will have the opportunity to receive it under those circumstances. This would put the Company at a competitive disadvantage in attempting to attract and retain qualified executives.

ØValue of Accelerated Awards is Limited.TWC’s equity incentive program limits the value of accelerated awards in two significant ways:

•

Awards May Remain Subject to Performance-Based Vesting Conditions. Even if the award recipient is terminated following a change in control, the Compensation Committee may determine to require the satisfaction of all relevant performance conditions before the executive receives the stock underlying the accelerating award.

•

Accelerated Stock Options Have a Shortened Term.TWC’s stock option awards have ten-year terms. However, if stock option vesting is accelerated after a change in control-related termination, the term of the stock option is generally shortened toone year from the termination date. As a result, the executive may have a significantly shorter time to benefit from potential stock price appreciation and realize the compensation valuation calculated at the time of the award.

ØTWC not “Apples to Apples” with other Companies Cited by the Proposal. The change in control vesting provisions used by IBM, Apple and the other companies cited in the proponent’s supporting statement as exemplary must be reviewed in the context of those companies’ size, industry and incentive compensation programs and philosophies, which are very different from TWC’s. Their programs use a variety of different methods to achieve their particular objectives, such as relatively shorter vesting periods, larger awards or

rewarding long-term service with post-termination vesting, which may obviate the need for accelerated vesting following a termination of employment in the event of a change in control. The diversity of contexts, goals and structures underscores the importance of affording the Compensation Committee significant flexibility in the design of appropriate awards in light of the Company’s circumstances.

ØShareholders Endorse TWC’s Balanced Pay-for-Performance Program. TWC’s executive compensation program is carefully balanced and supports stockholders’ interests. More than 90% of votes were cast in favor of the TWC stock incentive plan in 2011, which explicitly permits the use of the “double trigger” accelerated vesting provision. In 2012, the Company’s pay-for-performance executive compensation programs were supported by a 95% favorable stockholder vote. The IBEW proposal would inappropriately limit the Compensation Committee’s discretion in developing the Company’s incentive compensation program.

The Board believes the current structure of the Company’s executive compensation program, including providing for full accelerated vesting of equity awards in the event of a change-in-control-related termination, is appropriate and effective. The program is consistent with the Company’s compensation philosophy and the compensation practices of the Company’s peers and is in the best interest of the Company and its stockholders. In addition, the Compensation Committee’s discretion and flexibility to develop competitive compensation programs and vesting provisions that best advance the interests of the Company and its stockholders should not be limited.

Accordingly, the Board of Directors recommends a voteAGAINST the proposal.

Vote Required for Approval

The affirmative vote of a majority of the votes duly cast by the holders of the Common Stock is required to adopt this proposal.

VOTING AT THE ANNUAL MEETING

Voting at the Annual Meeting; Record Date

Only holders of record of the Company’s Common Stock at the close of business on March ~~29, 2010,~~22, 2013, the record date, are entitled to notice of and to vote at the Annual Meeting. At that time, ~~353,859,706~~293,587,823 shares of Common Stock, par value $0.01 per share, were entitled to vote. Each issued and outstanding share of Common Stock has one vote on any matter submitted to a vote of stockholders.

The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum.

Required Vote


	•	~~A majority of the votes duly cast by the holders of Common Stock with respect to each nominee is required for the election of that nominee as a director.~~

	•	~~The affirmative vote of a majority of the votes duly cast by the holders of Common Stock is required to approve each of the other matters to be acted upon at the Annual Meeting.~~

A majority of the votes duly cast by the holders of Common Stock with respect to each nominee is required for the election of that nominee as a director.

The affirmative vote of a majority of the votes duly cast by the holders of Common Stock is required to approve each of the other matters to be acted upon at the Annual Meeting.

An abstention is deemed “present,” but is not deemed a “vote cast.” As a result, abstentions and broker “non-votes” are not included in the tabulation of the voting results on the election of directors or issues requiring approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that item (as the item is considered a “non-routine” matter) and has not received instructions from the beneficial owner. Each of the proposals other than proposal two (ratification of the independent registered public accounting firm) is a non-routine matter and could result in broker “non-votes.” Broker “non-votes” and the shares with respect to which a stockholder abstains are included in determining whether a quorum is present.

Proxies and Voting Procedures

Proxies. All shares entitled to vote and represented by properly executed proxies received prior to the Annual Meeting, and not revoked, will be voted as instructed on those proxies.If no instructions are indicated, the shares will be voted as recommended by the Board of Directors. No stockholder of record may appoint more than three persons to act as his or her proxy at the Annual Meeting.

Voting on Other Matters. If any other matters are properly presented at the Annual Meeting for consideration, the persons named in the ~~enclosed~~ form of proxy will have discretion to vote on those matters in accordance with their own judgment to the same extent as the person signing the proxy would be entitled to vote. In accordance with the Company’s by-laws, the Annual Meeting may be adjourned, including by the Chairman, in order to permit the solicitation of additional proxies. The Company does not currently anticipate that any other matters will be raised at the Annual Meeting.

Voting ~~Methods-Internet,~~Methods—Internet, Telephone or Mail. Many stockholders will have the option to submit their proxies or voting instructions electronically through the Internet or by telephone. Stockholders should check their Notice of Internet Availability of Proxy Material, proxy card or voting instructions forwarded by their broker, bank or other holder of record to see which options are available. Stockholders submitting proxies or

voting instructions via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that would be borne by the stockholder.

Revoking a Proxy. Any stockholder of record may revoke a proxy at any time before it is voted by:

~~(i)~~

filing with the Secretary of the Company, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed proxy, in either case dated later than the prior proxy relating to the same shares; or

~~(ii)~~

attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not by itself revoke a proxy).

Any written notice of revocation or subsequent proxy should be delivered to Time Warner Cable Inc., 60 Columbus Circle, New York, New York 10023, Attention: General Counsel, or hand delivered to the Secretary, before the taking of the vote at the Annual Meeting. To revoke a proxy previously submitted by telephone or Internet, a stockholder may simply submit a new proxy at a later date before the taking of the vote at the Annual Meeting, in which case, the later submitted proxy will be recorded and the earlier proxy will be revoked.

Stockholders Sharing the Same Address; Householding

In accordance with notices to many stockholders who hold their shares through a bank, broker or other holder of record (a “street-name stockholder”) and share a single address, only one annual report and proxy statement or Notice of Internet Availability of Proxy Material, as applicable, is being delivered to that address unless contrary instructions from any stockholder at that address were received. This practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. However, any such street-name stockholder residing at the same address who wishes to receive a separate copy of a Notice of Internet Availability of Proxy Material or this Proxy Statement or accompanying Time Warner Cable Inc. ~~2009~~2012 Annual Report to Stockholders may request a copy by contacting the bank, broker or other holder of record, or the Company by telephone at: 1-877-4-INFO-TWC, by~~e-mail~~ email to: ir@twcable.com or by mail to: Time Warner Cable Inc., 60 Columbus Circle, New York, NYNew York 10023, Attention: Investor Relations. The voting instruction or Notice of Internet Availability of Proxy Material, as applicable, sent to a street-name stockholder should provide information on how to request (1) householding of future Company materials or (2) separate materials if only one set of documents is being sent to a household. If it does not, a stockholder who would like to make one of these requests should contact the Company as indicated above.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934, as amended (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 and the ~~New York Stock Exchange.~~NYSE. 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 ~~2009,~~2012, its officers, directors and greater than ten-percent beneficial owners complied with all applicable Section 16(a) filing requirements, except that ~~(1) certain transactions (described below) in connection with the Time Warner Distribution in certain persons’ accounts in the Time Warner Savings Plan,~~ a ~~defined contribution plan sponsored by Time Warner, were reported late and (2) a~~report on Form 4 ~~was~~ filed ~~late on May 7, 2009,~~ on behalf of ~~Peter Stern, Executive Vice President and Chief Strategy Officer,~~Mr. Logan, a director, on November 20, 2012 to report a sale of ~~193~~ shares of Common Stock on April 30, 2009. In connection with the Time Warner Distribution of shares of the Company’s Common Stock, shares of Common Stock were distributed to a trust maintained under the Time Warner Savings Plan. As a result of their investment in a Time Warner stock fund under such plan, Messrs. Britt, Haje, Logan, Pace and Stern were deemed to have an interest in such shares. Time Warner engaged an independent fiduciary to direct the sale of the Company Common Stock

in the trust. The fiduciary sold shares on behalf of the trust on each trading day in the period from March 31 to April 14, 2009. A single Form 4 reporting each sale of an estimated number of shares that were deemed allocated to each of their accounts was filed on behalf of Messrs. Britt (2,596.348 shares in aggregate), Haje (735.256 shares in aggregate), Logan (6,602.192 shares in aggregate), Pace (58.546 shares in aggregate) and Stern (65.409 shares in aggregate) on April 19, 2009.

two days late.

OTHER PROCEDURAL MATTERS

Expenses of Solicitation

All expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be borne by the Company. In addition to solicitation by use of the mail, proxies and voting instructions may be solicited by directors, officers and employees of the Company in person, by telephone or other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonableout-of-pocket expenses in connection with such solicitation. The Company has retained D.F. King & Co., Inc. at an estimated cost of ~~$8,000,~~$9,000, plus reimbursement of expenses, to assist in its solicitation of proxies from brokers, nominees, institutions and individuals. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of shares held of record by such custodians, nominees and fiduciaries, and the Company will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith.

Procedures for Submitting Stockholder Proposals

Proposals for Inclusion in the Proxy Statement. Pursuant toRule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in the Company’s proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals to the Company in a timely manner. In order to be included for the ~~2011~~2014 Annual Meeting, stockholder proposals must be received by the Company no later than December ~~14, 2010,~~6, 2013, and must otherwise comply with the requirements ofRule 14a-8.

Proposals not Included in the Proxy Statement. In addition, the Company’s by-laws establish an advance notice procedure with regard to certain matters, including stockholder proposals not included in the Company’s proxy statement, to be brought before an annual meeting of stockholders. In general, notice must be received by the Corporate Secretary of the Company not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting and must contain specified information concerning the matters to be brought before such meeting and concerning the stockholder proposing such matters. Therefore, to be presented at the Company’s ~~2011~~2014 Annual Meeting, such a proposal must be received by the Company on or after January ~~25, 2011~~16, 2014 but no later than February ~~24, 2011.~~15, 2014. If the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

If a stockholder who has notified the Company of his intention to present a proposal at an annual meeting does not appear or send a qualified representative to present his proposal at such meeting, the Company need not present the proposal for a vote at such meeting.

Procedures for Submitting Director Recommendations and Nominations

Submitting Director Recommendations to the Nominating and Governance Committee. If a stockholder would like the Nominating and Governance Committee to consider an individual as a candidate for election to the Board of Directors, the stockholder must submit a proper and timely request as follows:

Timing. The stockholder should notify the Nominating and Governance Committee by no later than September 1 of the year prior to the annual stockholders meeting at which the candidate would seek to be elected.

Information. In notifying the Committee, the stockholder should provide the following information to the Committee:

The name and the address of the stockholder making the submission and the name, address, telephone number and social security number of the candidate to be considered.

The class or series and number of shares of the Company’s stock that are beneficially owned by the stockholder making the submission, including a reasonably detailed description of derivative contracts, derivative securities or derivative transactions to which such stockholder is a party and impact such stockholder’s economic interest in the Company’s securities or any other proxy, contract, arrangement or understanding to which such stockholder has or may have a right or has or may have granted a right to vote any shares of the Company’s securities, a description of all arrangements or understandings between the stockholder and the candidate, and an executed written consent of the candidate to serve as a director of the Company if so elected.


	•	~~Timing~~. The stockholder should notify the Nominating and Governance Committee by no later than September 1 of the year prior to the annual stockholders meeting at which the candidate would seek to be elected.

	•	~~Information~~~~. In notifying the Committee, the stockholder should provide the following information to the Committee:~~

A copy of the candidate’s resume and references.


	Ø	~~The name and the address of the stockholder making the submission and the name, address, telephone number and social security number of the candidate to be considered.~~

	Ø	The class or series and number of shares of the Company’s stock that are beneficially owned by the stockholder making the submission, including a reasonably detailed description of derivative contracts, derivative securities or derivative transactions to which such stockholder is a party and impact such stockholder’s economic interest in the Company’s securities or any other proxy, contract, arrangement or understanding to which such stockholder has or may have a right or has or may have granted a right to vote any shares of the Company’s securities, a description of all arrangements or understandings between the stockholder and the candidate, and an executed written consent of the candidate to serve as a director of the Company if so elected.

	Ø	~~A copy of the candidate’s resume and references.~~

	Ø	An analysis of the candidate’s qualifications to serve on the Board of Directors and on each of the Board’s committees in light of the criteria set forth in the by-laws, Corporate Governance Policy, and the Policy Statement Regarding Director Nominations (including all regulatory requirements incorporated by references therein).

An analysis of the candidate’s qualifications to serve on the Board of Directors and on each of the Board’s committees in light of the criteria set forth in the by-laws, Corporate Governance Policy, and the Policy Statement Regarding Director Nominations (including all regulatory requirements incorporated by references therein).


	•	~~Address~~~~. The foregoing information should be submitted to the Nominating and Governance Committee through the Corporate Secretary, Time Warner Cable Inc., 60 Columbus Circle, New York, New York 10023.~~

Address. The foregoing information should be submitted to the Nominating and Governance Committee through the Corporate Secretary, Time Warner Cable Inc., 60 Columbus Circle, New York, New York 10023.

The Committee has a policy of applying the same criteria in reviewing candidates proposed by stockholders as it employs in reviewing candidates proposed by any other source.

Stockholder Nominations Submitted to Stockholders. The Company’s by-laws provide that stockholders may nominate persons for election as directors at the Company’s stockholders meeting by giving timely written notice to the Company containing required information. The Company’s by-laws require that, to be timely and proper, notice of a nomination by a stockholder must be delivered to or mailed to and received at the Company’s principal executive offices as follows:


	•	~~Annual Stockholders Meetings~~. For elections to be held at an annual meeting of the stockholders, at least 90 days and no more than 120 days before the first anniversary of the date of the annual meeting of stockholders for the prior year. If the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder must be delivered or received no earlier than the 120th day before the annual meeting and no later than the close of business on the later of the 90th day prior to the annual meeting or the 10th day after the day on which the date of such meeting is first publicly announced.

	•	~~Special Stockholders Meetings~~. For elections that are going to take place at a special meeting of the stockholders, no earlier than the 90th day before the special meeting and no later than the close of business on the later of the 60th day before the special meeting or the 10th day after the day on which the date of the special meeting and the names of the nominees to be elected at the meeting are first publicly announced.

Annual Stockholders Meetings. For elections to be held at an annual meeting of the stockholders, at least 90 days and no more than 120 days before the first anniversary of the date of the annual meeting of stockholders for the prior year. If the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder must be delivered or received no earlier than the 120th day before the annual meeting and no later than the close of business on the later of the 90th day prior to the annual meeting or the 10th day after the day on which the date of such meeting is first publicly announced.

Special Stockholders Meetings. For elections that are going to take place at a special meeting of the stockholders, no earlier than the 90th day before the special meeting and no later than the close of business on the later of the 60th day before the special meeting or the 10th day after the day on which the date of the special meeting and the names of the nominees to be elected at the meeting are first publicly announced.


	•	~~Other Circumstances~~. Additionally, if the number of directors to be elected to the Board at an annual meeting of the stockholders is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased Board at least 90 days before the first anniversary of the date of the prior year’s annual meeting, a stockholder’s notice will also be timely with respect to nominees for any new positions if it is delivered to or mailed to and received by the Company not later than the 10th day after the public announcement is made.

	•	~~Information~~. The notice must contain prescribed information about the proponent and each nominee, including the information about the nominee that would have been required to be included in a proxy statement filed under SEC rules had such nominee been nominated by the Board of Directors.

Other Circumstances. Additionally, if the number of directors to be elected to the Board at an annual meeting of the stockholders is increased and there is no public announcement naming all of the nominees

for directors or specifying the size of the increased Board at least 90 days before the first anniversary of the date of the prior year’s annual meeting, a stockholder’s notice will also be timely with respect to nominees for any new positions if it is delivered to or mailed to and received by the Company not later than the 10th day after the public announcement is made.

Information. The notice must contain prescribed information about the proponent and each nominee, including the information about the nominee that would have been required to be included in a proxy statement filed under SEC rules had such nominee been nominated by the Board of Directors.

Address. All notices of proposals by stockholders, whether or not to be included in the Company’s proxy materials, should be sent to the attention of the Corporate Secretary of the Company at 60 Columbus Circle, New York, New York 10023.

Communicating with the Board of Directors

The Company’s Independent Directors have approved a process for stockholders to communicate with directors. Pursuant to that process, stockholders, employees and others interested in communicating with the CEO, the Board’s only employee director, should write to the address below:

Glenn A. Britt

Chairman ~~President~~ and Chief Executive Officer

Time Warner Cable Inc.

60 Columbus Circle

New York, NYNew York 10023

Those interested in communicating directly with the Board, any of the Board’s committees, the non-employee directors as a group or any individual non-employee director should write to the address below:

[Name of Addressee]

c/o Corporate Secretary

Time Warner Cable Inc.

60 Columbus Circle

New York, New York 10023

General

The Board of Directors does not currently know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented, the persons named in the proxy will have discretion to vote in accordance with their own judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS,

~~Marc Lawrence-Apfelbaum~~

MARC LAWRENCE-APFELBAUM

Executive Vice President,

General

Counsel and Secretary

April ~~12, 2010~~

774, 2013

Directions to:

Gideon Putnam Hotel

24 Gideon Putnam Road

Saratoga Springs, New York 12866

LOGO

From South (New York City)

Take I-87 north (New York State Thruway).

Exit 24 to I-87 (Northway).

Exit 13N (Route 9).

At 4th light turn left into the park.

Bear left after 8/10 mile—hotel is ahead on right.

From West (Buffalo)

Take I-90 east (New York State Thruway).

Exit at Amsterdam Exit 27, pay toll.

Take right to Route 67 to Ballston Spa.

Take Route 50 north.

Take right into park at 2nd light after sign, “Saratoga Performing Arts Center.”

Follow signs to hotel.

From North

Take I-87 south (Northway).

Exit 14 and make a right on Route 9P (Union Avenue).

At the end of Union Avenue make a left onto West Circular Street.

Bear right at first stop sign.

Turn left onto Broadway at 1st light.

At 3rd light turn right into the park.

Bear left after 8/10 mile—hotel is ahead on right.

From East (Boston)

Take I-90 west (Mass. Turnpike) continue until Albany, use Troy/Albany Exits (24).

Take I-87 (Northway).

Take Exit 13N (Route 9).

At 4th light turn left into the park.

Bear left after 8/10 mile—hotel is ahead on right.

From Albany Airport

Starting from the main parking/car rental area, continue through the toll booths to first traffic light.

Turn left onto Albany-Shaker Road following signage to I-87 North (the Adirondack Northway).

Turn left to take ramp onto I-87 North.

Follow I-87 N to Exit 13N.

Continue onto Route 9 North.

~~Portland Harbor Hotel~~
~~468 Fore Street~~
~~Portland, Maine 04101~~

~~From the South on Interstate 95:~~

From Interstate 95 Northbound: Take Exit 44 off I-95, which will take you to I-295 and head north. Proceed on I-295 North to Exit 7, the Franklin Street exit, and continue straight on Franklin Arterial Street for six blocks. Turn right onto Fore Street and proceed to Union Street. Go through the light at Union Street and the entrance to the garage is on your left.

~~From the North on Interstate 95:~~

From Interstate 95 Southbound: Take Exit 103 off I-95, which will take you to I-295 and head South. Proceed on I-295 South to Exit 7, the Franklin Street exit, and continue straight on Franklin Arterial Street for six blocks. Turn right onto Fore Street and proceed to Union Street. Go through the light at Union Street and the entrance to the garage is on your left.

~~Interstate 295 from the South:~~

Proceed on I-295 North to Exit 7, the Franklin Street exit and continue straight onto Franklin Arterial Street for six blocks. Turn right onto Fore Street and proceed to Union Street. Go through the light at Union Street and the entrance to the garage is on your left.

~~Interstate 295 from the North:~~

Proceed on I-295 South to Exit 7, the Franklin Street exit, and continue straight on Franklin Arterial Street for six blocks. Turn right onto Fore Street and proceed to Union Street. Go through the light at Union Street and the entrance to the garage is on your left.

~~TIME WARNER CABLE INC.~~
~~C/O BNY MELLON SHAREOWNER SERVICES~~
~~POST OFFICE BOX 3540~~
~~SOUTH HACKENSACK, NJ 07606-9240~~

VOTE BY INTERNET -

Go towww.proxyvote.com

TIME WARNER CABLE INC.

60 COLUMBUS CIRCLE

NEW YORK, NY 10023

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 ~~p.m.~~P.M. Eastern Time on May ~~23, 2010.~~15, 2013. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 ~~p.m.~~P.M. Eastern Time on May ~~23, 2010.~~15, 2013. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M54249-P35270-Z59793 KEEP THIS PORTION FOR YOUR RECORDS

~~M23394-P88604~~

THISPROXYCARDISVALIDONLYWHENSIGNEDANDDATED.

~~KEEP~~ DETACHANDRETURNTHISPORTION ~~FOR YOUR RECORDS~~ONLY

~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~TIME WARNER CABLE INC.~~

~~The Board of Directors recommends a vote “FOR” Items 1 and 2:~~

TIME WARNER CABLE INC.

~~Vote on Directors~~

~~Election of Directors~~

~~For~~

~~Against~~

~~Abstain~~

~~Nominees:~~

~~1a Carole Black~~

~~1b Glenn A. Britt~~

The Board of Directors recommends a vote “FOR”

the following Proposals:

~~For~~

~~Against~~

~~Abstain~~

~~1c Thomas H. Castro~~

Election of Directors

For

Against

~~1j Wayne H. Pace~~

Abstain

~~1d David C. Chang~~

Nominees:

~~1k Edward D. Shirley~~

~~1e James E. Copeland, Jr.~~

1a Carole Black

~~1l John E. Sununu~~

��

~~1f Peter R. Haje~~

1b Glenn A. Britt

~~Vote on Proposal~~

~~For~~

~~Against~~

~~Abstain~~

For

Against

Abstain

1c Thomas H. Castro

1j Wayne H. Pace

1d David C. Chang

1k Edward D. Shirley

1e James E. Copeland, Jr.

1l John E. Sununu

1f Peter R. Haje

Ratification of Independent Registered Public Accounting Firm.

1g Donna A. James

~~Ratification of Auditors~~

Advisory Vote to Approve Named Executive Officer Compensation.

1h Don Logan

o¨

o ¨

o¨

The Board of Directors recommends a vote “AGAINST” Proposals 4 and 5.

1i N.J. Nicholas, Jr.

Stockholder Proposal on Disclosure of Lobbying Activities.

For address change/comments, mark here.

(see reverse for instructions)

Stockholder Proposal on Accelerated Vesting of Equity Awards upon a Change in Control.

Please indicate if you plan to attend this meeting.

Yes

In their discretion, on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.

~~1i N.J. Nicholas, Jr.~~

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

~~For address change/comments, mark here.~~
~~(see reverse for instructions)~~

Signature [PLEASE SIGN WITHIN BOX]

oDate

Signature (Joint Owners)

~~Please indicate if you plan to attend this meeting.~~

~~Yes~~

Date




~~Signature [PLEASE SIGN WITHIN BOX]~~	~~Date~~	~~Signature (Joint Owners)~~	~~Date~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The 2013 Notice and Proxy Statement and 2012 Annual Report are available at www.proxyvote.com.

M54250-P35270-Z59793

~~M23395-P88604~~

PROXY

TIME WARNER CABLE INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

TIME WARNER CABLE INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS

MAY ~~24, 2010~~

16, 2013

The undersigned hereby acknowledges receipt of the Time Warner Cable Inc. Notice of Annual Meeting and Proxy Statement and hereby constitutes and appoints Irene M. Esteves, Marc Lawrence-Apfelbaum ~~Ellen East~~ and Robert D. Marcus, and each of them, its true and lawful agents and proxies, with full power of substitution in each, to attend the Annual Meeting of Stockholders of TIME WARNER CABLE INC. on ~~Monday,~~Thursday, May ~~24, 2010,~~16, 2013, and any adjournment thereof, and to vote on the matters indicated all the shares of common stock that the undersigned would be entitled to vote if personally present.

PLEASE MARK, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED ~~FOR ALL NOMINEES LISTED AND FOR PROPOSAL 2.~~

~~Address Change/Comments:~~

IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.



		Address Change/Comments:

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

~~TIME WARNER CABLE INC.~~
~~C/O TIME WARNER CABLE INC.~~
~~PO BOX 145430~~
~~CINCINNATI, OH 45250-5430~~

TIME WARNER CABLE INC.

C/O TIME WARNER CABLE INC.

PO BOX 145430

CINCINNATI, OH 45250-5430

You must provide instructions to the Trustee by May ~~19, 2010~~13, 2013 for your instructions to be tabulated. You may issue instructions by telephone or the Internet until 11:59 p.m. (Eastern Time) on that day. If you are sending instructions by mail, the Trustee must receive your executed instruction card by 5:00 p.m. (Eastern Time) on May ~~19, 2010.~~13, 2013. If you submit your instructions by telephone or the Internet, there is no need to mail back your instruction card.If you do not provide instructions to the Trustee, the Trustee will vote your interests as required by the terms of the Plan and described on the reverse side of the card.

You may send your voting instructions to the Trustee on the Internet, over the telephone or by mail, as follows:

VOTE BY INTERNET -

Go towww.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 ~~p.m.~~P.M. Eastern Time on May ~~19, 2010.~~13, 2013. Have your voting instruction card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 ~~p.m.~~P.M. Eastern Time on May ~~19, 2010.~~13, 2013. Have your voting instruction card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your voting instruction card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M54251-P35270-Z59793 KEEP THIS PORTION FOR YOUR RECORDS

~~M23396-Z51670~~

THISVOTINGINSTRUCTIONCARDISVALIDONLYWHENSIGNEDANDDATED.

~~KEEP~~ DETACHANDRETURNTHISPORTION ~~FOR YOUR RECORDS~~ONLY

~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~TIME WARNER CABLE INC.~~

~~The Board of Directors recommends a vote “FOR” Items 1 and 2:~~

TIME WARNER CABLE INC.

~~Vote on Directors~~

~~Election of Directors~~

~~For~~

~~Against~~

~~Abstain~~

~~Nominees:~~

~~1a Carole Black~~

~~1b Glenn A. Britt~~

The Board of Directors recommends a vote “FOR”

the following Proposals:

~~For~~

~~Against~~

~~Abstain~~

~~1c Thomas H. Castro~~

Election of Directors

For

Against

~~1j Wayne H. Pace~~

Abstain

~~1d David C. Chang~~

Nominees:

~~1k Edward D. Shirley~~

~~1e James E. Copeland, Jr.~~

1a Carole Black

~~1l John E. Sununu~~

~~1f Peter R. Haje~~

1b Glenn A. Britt

~~Vote on Proposal~~

~~For~~

~~Against~~

~~Abstain~~

For

Against

Abstain

1c Thomas H. Castro

1j Wayne H. Pace

1d David C. Chang

1k Edward D. Shirley

1e James E. Copeland, Jr.

1l John E. Sununu

1f Peter R. Haje

Ratification of Independent Registered Public Accounting Firm.

1g Donna A. James

~~Ratification of Auditors~~

Advisory Vote to Approve Named Executive Officer Compensation.

1h Don Logan

o¨

o ¨

o¨

~~In their discretion,~~

The Board of Directors recommends a vote “AGAINST” Proposals 4 and 5.

1i N.J. Nicholas, Jr.

Stockholder Proposal on Disclosure of Lobbying Activities.

For address change/comments, mark here.

(see reverse for instructions)

Stockholder Proposal on Accelerated Vesting of Equity Awards upon a Change in Control.

Please indicate if you plan to attend this meeting.

Yes

To grant discretionary voting authority to management persons regarding such other matters as may properly come before the meeting or any adjournment or adjournments thereof.

~~1i N.J. Nicholas, Jr.~~

~~For address change/comments, mark here.~~
~~(see reverse for instructions)~~

Signature [PLEASE SIGN WITHIN BOX]

oDate

Signature (Joint Owners)

~~Please indicate if you plan to attend this meeting.~~

~~Yes~~

Date




~~Signature [PLEASE SIGN WITHIN BOX]~~	~~Date~~	~~Signature (Joint Owners)~~	~~Date~~

SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTIONS

BY TELEPHONE, INTERNET OR MAIL

TWC SAVINGS PLAN

M54252-P35270-Z59793

~~ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS~~

If you would like to reduce the costs incurred by Time Warner Cable Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions on the reverse side to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

~~M23397-Z51670~~

TIME WARNER CABLE INC.

CONFIDENTIAL VOTING INSTRUCTIONS

Instructions solicited by Fidelity Management Trust Company on behalf of the Board of Directors

for the Time Warner Cable Inc. Annual Meeting of Stockholders on May ~~24, 2010.~~

16, 2013.

The undersigned hereby instructs Fidelity Management Trust Company (“Fidelity”), as Trustee, to vote as follows by proxy at the Annual Meeting of Stockholders of Time Warner Cable Inc. to be held on May ~~24, 2010,~~16, 2013, and at any adjournment thereof, the undersigned’s proportionate interest in the shares of Time Warner Cable Inc. Common Stock held in the ~~TWC Common~~Time Warner Cable Inc. Stock Fund under the TWC Savings Plan (the “Plan”).

Under the provisions of the Trust relating to the Plan, Fidelity, as Trustee, is required to request your confidential instructions as to how your proportionate interests in the shares of Time Warner Cable Inc. Common Stock held in the ~~TWC Common~~Time Warner Cable Inc. Stock Fund under the Plan (an “interest”) is to be voted at the Annual Meeting of Stockholders scheduled to be held on May ~~24, 2010.~~16, 2013. Your instructions to Fidelity will not be divulged or revealed to anyone at Time Warner Cable Inc. If Fidelity does not receive your instructions on or prior to 5:00 p.m. (Eastern Time) via a voting instruction card or 11:59 p.m. (Eastern Time) via telephone or the Internet on May ~~19, 2010,~~13, 2013, your interest if any, attributable to (a) accounts transferred from the Time Incorporated Payroll-Based Employee Stock Ownership Plan (“PAYSOP”) will not be voted and (b) the remainder of the Plan accounts, if any, will be voted at the Annual Meeting in the same proportion as other participants’ interests in the Plan for which Fidelity has received voting ~~instructions (excluding any PAYSOP account).~~

instructions.

~~Address Change/Comments~~



		Address Change/Comments:

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side


Name	Age
~~Name~~	~~Age~~		Principal Occupation During the Past Five Years

Carole Black		6669	Former President and Chief Executive Officer, Lifetime Entertainment Services. Ms. Black served as the President and Chief Executive Officer of Lifetime Entertainment Services, a multi-media brand for women, including Lifetime Network, Lifetime Movie Network, Lifetime Real Women Network, Lifetime Online and Lifetime Home Entertainment, from March 1999 to March 2005. Prior to that, Ms. Black served as the President and General Manager of NBC4, Los Angeles, a commercial television station, from 1994 to 1999, and in various marketing-related positions at The Walt Disney Company, a media and entertainment company, from 1986 to 1993. Ms. Black has served as a director since July ~~2006.~~
			2006 and is also a director of Herbalife, Ltd. Ms. Black has broad experience as the former president and chief executive officer of a large media and entertainment company, and her extensive experience in television programming, marketing and cable, media and entertainment business provides her with a strong understanding of the Company’s business and its competitive environment.

Glenn A. Britt		6064	Chairman ~~President~~ and Chief Executive Officer of the Company. Mr. Britt has served as the Company’s ~~Chairman, President and~~ Chief Executive Officer since ~~March 2009, having~~August 2001. He also has served as the Company’s ~~President~~Chairman since March 2009 and previously from August 2001 to March 2006. Prior to assuming the Chief Executive Officer ~~from February 2006, and, prior to that, as the Chairman and Chief Executive Officer of the Company and its predecessors from August 2001. Prior to assuming those positions,~~position, he held various senior positions with Time Warner Cable Ventures, then the Company’s new business arm, certain of the Company’s predecessor entities, and Time Warner and ~~Time Warner’s~~its predecessor Time Inc. Mr. Britt has served as a director since March 2003 and is also ~~serves as~~ a director of Xerox Corporation and Cardinal Health, Inc. He previously served as a trustee of Teachers’ Insurance and Annuity Association from 2007 until November 2009.
			Mr. Britt has substantial business, finance and accounting experience developed through his ~~nearly~~ 40 years at the Company and Time ~~Warner Inc.~~Warner. He is a recognized leader in the cable industry and serves on the boards of the National Cable & Telecommunications Association and ~~the Paley Center for Media.~~Cable Television Laboratories, Inc. (“CableLabs”). As a result of his extensive experience, Mr. Britt possesses a deep understanding of the Company’s business and the cable industry.


Name	Age
~~Name~~	~~Age~~		Principal Occupation During the Past Five Years

Thomas H. Castro		5558	President and Chief Executive Officer, El Dorado Capital, LLC. Mr. Castro is the founder of El Dorado Capital, LLC, ana private equity investment firm, and has served as its President and Chief Executive Officer since ~~June 1,~~December 2008. ~~Prior to that,~~He is also the founder of IMB Development Corporation, a private equity investment firm, and has served as its Managing Director since January 2012. Previously, he was the ~~co-Founder~~co-founder, Chief Executive Officer and Vice Chairman of Border Media Partners, LLC, a radio broadcasting company that primarily targets Hispanic listeners, from ~~July 2007, having served as its President and Chief Executive Officer from 2002.~~2002 to 2008. Prior to that, Mr. Castro, an entrepreneur, owned and operated other radio stations and founded a company that exported oil field equipment to Mexico. Mr. Castro has served as a director since July 2006.
			These experiences have provided Mr. Castro with significant operating, financial, advertising and ~~financial~~regulatory experience as well as an in-depth understanding of the Company’s business and industry. In addition, through his entrepreneurial experience and community work, Mr. Castro brings an appreciation and awareness of issues important to the Hispanic community, an increasingly important customer base for the Company.

David C. Chang		6871	Chancellor, Polytechnic Institute of New York University. Dr. Chang has served as Chancellor and Professor of Electrical and Computer Engineering of Polytechnic Institute of New York University (formerly known as Polytechnic University) since July 2005, having served as its President from 1994. Prior to assuming that position, he was Dean of the College of Engineering and Applied Sciences at Arizona State University. Dr. Chang has served as a director since March 2003 and served as an independent director of American Television and Communications Corporation (a predecessor of the Company) from 1986 to 1992. He is also a director of AXT, Inc. ~~Dr. Chang served as a director of Fedders Corporation from 1998 until August 2007.~~
			Dr. Chang has significant technology and managerial experience as well as historical perspective and understanding of the Company through his long-standing board service, first as a director of American Television and Communications Corporation and then as a director of the Company.


Name	Age
~~Name~~	~~Age~~		Principal Occupation During the Past Five Years

James E. Copeland, Jr.		6568	Former Chief Executive Officer of Deloitte & Touche USA LLP and Deloitte Touche Tohmatsu Limited and Former Global Scholar, Robinson School of Business, Georgia State University. Mr. Copeland served as a Global Scholar at the Robinson School of Business at Georgia State University from 2003 through 2007. Prior to that, Mr. Copeland served as the Chief Executive Officer of Deloitte & Touche USA LLP, a public accounting firm, and Deloitte Touche Tohmatsu Limited, its global parent, from 1999 to May 2003. Prior to that, Mr. Copeland served in various positions at Deloitte & Touche, and its predecessors from 1967. Mr. Copeland has served as a director since July 2006 and is also a director of ConocoPhillips and Equifax, Inc. Previously, Mr. Copeland served as a director ofCoca-Cola Enterprises Inc. from July 2003 until April 2008.
			Mr. Copeland has substantial accounting, regulatory and business experience from his distinguished career in the accounting ~~industry.~~profession. He has extensive technical accounting expertise as well as experience managing a leading accounting firm and working with regulators to develop and apply accounting policy. In addition, Mr. Copeland has experience serving on audit committees of other public companies.

Peter R. Haje		7578	Legal and Business Consultant and Private Investor. Mr. Haje has served as a legal and business consultant and private investor since he retired from service as an executive officer of Time Warner onin January 1, 2000. Prior to that, he served as the Executive Vice President and General Counsel of Time Warner from October 1990, adding the title of Secretary in May 1993. He also served as the Executive Vice President and General Counsel of Time Warner Entertainment Company, L.P.~~, now a Company subsidiary~~ (“TWE”), a former subsidiary of the Company, from June 1992 until 1999. Prior to his service to Time Warner, Mr. Haje was a partner of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP for more than 20 years. Mr. Haje has served as a director since July ~~2006.~~2006 and as the independent lead director from March 2009 to May 2012. Previously, Mr. Haje served as a director of American Community Newspapers Inc. from 2005 until May 2009.
			Mr. Haje has substantial experience guiding various aspects of corporate legal and executive compensation matters as well as in the cable, media and entertainment industry from his service as the chief legal officer at Time Warner and as a member of a premier law firm. Mr. Haje also has significant historical perspective and knowledge of the Company through his long service at Time Warner.


Name	Age
~~Name~~	~~Age~~		Principal Occupation During the Past Five Years

Donna A. James		5255	Consultant, Business Advisor and Managing Director, Lardon & Associates LLC. Ms. James has served as a consultant, business advisor and managing director of Lardon & Associates LLC, a business and executive advisory services firm, since April 2006. Prior to that, Ms. James served as President of Nationwide Strategic Investments, a division of Nationwide Mutual Insurance Company (“Nationwide Mutual”), a financial services and insurance company, from 2003, and as Executive Vice President and Chief Administrative Officer of Nationwide Mutual from 2000. Ms. James also has served as Chair of the National Women’s Business Council since her appointment by President Obama in October 2010. Ms. James has served as a director since March 2009 and is also a director of Limited Brands, Inc., and Marathon Petroleum Corporation. Ms. James previously served as a director of CNO Financial Group, Inc. from 2007 until May 2011 and Coca-Cola Enterprises Inc. ~~and Conseco, Inc.~~
			from 2005 until April 2012. Ms. James has significant finance, accounting and human resources experience. In addition, Ms. James’s service on other public company boards contributes to her knowledge of public company matters, including corporate governance and public affairs.

Don Logan		6569	~~Former Chairman of the Board of the Company and Former Chairman, Time Warner’s Media & Communications Group.~~Investor. Mr. Logan served as the Chairman of the Company’s Board of Directors from February ~~15,~~ 2006 until March 2009. He currently invests in a variety of media, entertainment and sports entities. He served as Chairman of Time Warner’s Media & Communications Group from July 2002 ~~until~~through December ~~31,~~ 2005. Prior to assuming that position, he was Chairman and Chief Executive Officer of Time Inc., Time Warner’s publishing subsidiary, from 1994 to July 2002 and was its President and Chief Operating Officer from 1992 to 1994. Prior to that, Mr. Logan held various executive positions with Southern Progress Corporation, which was acquired by Time Inc. in 1985. Mr. Logan has served as a director since March 2003.
			Mr. Logan has substantial business, finance and accounting experience as well as extensive knowledge of the media and entertainment industry. In addition, Mr. Logan oversaw Time ~~Warner Inc.’s~~Warner’s investment in the Company as Chairman of Time Warner’s Media and Communications Group, and he has a deep understanding of the Company’s business.


o ¨	Fee computed on table below per Exchange ActRules 14a-6(i)(1) and 0-11.


	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):


o ¨	Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	1.	To elect twelve directors for a term of one year, and until their successors are duly elected and qualified;


	Page

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		i
PROXY STATEMENT		1
Annual Report		1
Recommendations of the Board of Directors		2
CORPORATE GOVERNANCE		2
~~The Company’s Separation from Time Warner Inc.~~ General		2
~~General~~		2
Board Size		3
Criteria for Membership on the Board		3
Director Nomination Process		65
Board Responsibilities		7
Board Meetings and Executive Sessions		7
Board ~~Leadership~~Leadership: Chair and Lead Director		7
Board Risk Oversight		8
Committees of the Board		8
Board Self-Evaluation		9
~~Board Self-Evaluation~~Director Orientation and Education		9
Non-Employee Director ~~Orientation~~Compensation and ~~Education~~Stock Ownership Requirement		9
~~Non-Employee Director Compensation and Stock Ownership~~Codes of Conduct		10
~~Codes of Conduct~~Communication with the Directors		10
~~Communication with the Directors~~DIRECTORS		10
~~DIRECTORS~~Term		1110
~~Term~~		11
Director Independence and Qualifications		1110
Nominees for Election at the Annual Meeting		12
Attendance		17
Committee Membership		17
~~SECURITY OWNERSHIP~~		18
SECURITY OWNERSHIP		18
Security Ownership by the Board of Directors and Executive Officers		18
Security Ownership of Certain Beneficial Owners		19
~~AUDIT-RELATED MATTERS~~		20
~~Report of the Audit Committee~~AUDIT-RELATED MATTERS		20
Report of the Audit Committee		20
Policy Regarding Pre-Approval of Services Provided by the Independent Auditor		21
Services Provided by the Independent Auditor		22
EXECUTIVE COMPENSATION		23
~~Executive~~ Compensation Discussion and Analysis		23
Compensation ~~Discussion and Analysis~~Committee Report		2340
~~Compensation Committee Report~~		36
Summary Compensation Table		37
~~Grants of Plan-Based Awards~~		38
~~Outstanding Equity Awards~~		41
~~Option Exercises and Stock Vested~~Grants of Plan-Based Awards		43
Outstanding Equity Awards		44


	Page
~~Pension Plans~~Option Exercises and Stock Vested		4546
Pension Plans		47
Nonqualified Deferred Compensation		49
Employment Agreements		50
Potential Payments ~~Upon~~upon Termination ~~or Change in Control~~of Employment		5352
~~Director~~Potential Payments upon a Change in Control		57
DIRECTOR COMPENSATION		57
Additional Information		59
Compensation Committee Interlocks and Insider Participation		59
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		59
Policy and Procedures Governing Related Person Transactions		59
COMPANY PROPOSALS		62
PROPOSAL ONE: Election of Directors		62
PROPOSAL TWO: Ratification of Appointment of Independent Registered Public Accounting Firm		62
PROPOSAL THREE: Advisory Vote on Executive Compensation		63
STOCKHOLDER PROPOSALS		64
~~Additional Information~~PROPOSAL FOUR: Proposal Regarding Disclosure of Lobbying Activities		64
PROPOSAL FIVE: Proposal Regarding Prohibition on Accelerated Vesting of Equity Awards in a Change in Control		66
~~Compensation Committee Interlocks and Insider Participation~~VOTING AT THE ANNUAL MEETING		66
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~		66
~~Policy and Procedures Governing Related Person Transactions~~		66
~~Relationship between the Company and Time Warner~~		68
~~COMPANY PROPOSALS~~Voting at the Annual Meeting; Record Date		68
Required Vote		68
Proxies and Voting Procedures		69
Stockholders Sharing the Same Address; Householding		69
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		70
OTHER PROCEDURAL MATTERS		70
Expenses of Solicitation		70
Procedures for Submitting Stockholder Proposals		70
Procedures for Submitting Director Recommendations and Nominations		71
Communicating with the Board of Directors		72
~~PROPOSAL ONE: Election of Directors~~General		72
~~PROPOSAL TWO: Ratification of Appointment of Independent Auditor~~		72
~~VOTING AT THE ANNUAL MEETING~~		73
~~Voting at the Annual Meeting; Record Date~~		73
~~Required Vote~~		73
~~Proxies and Voting Procedures~~		73
~~Stockholders Sharing the Same Address; Householding~~		74
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~		74
~~OTHER PROCEDURAL MATTERS~~		75
~~Expenses of Solicitation~~		75
~~Procedures for Submitting Stockholder Proposals~~		75
~~Procedures for Submitting Director Recommendations and Nominations~~		76
~~Communicating with the Board of Directors~~		77
~~General~~		77


	•		Professional Experience. New candidates for the Board should have significant experience in areas such as the following: (i) senior officer ~~(e.g.~~(e.g., president, chief executive officer or chief financial officer) of a major corporation (or a comparable position in the government, academia or non-profit sector); or (ii) a high-level position and expertise in one of the following areas—cable, telecommunications, media and entertainment, marketing or consumer technology.

	•		Diversity.. The Nominating and Governance Committee also believes it would be desirable for new candidates for the Board to enhance the ~~gender, ethnic,and/or~~ ~~geographic~~ diversity of the ~~Board.~~Board (e.g., gender, ethnic, and/or geographic).


þ	No fee required.


	(1)	Amount Previously Paid:


	~~(3)~~	~~Filing Party:~~

	•		Committee Eligibility.. In addition to satisfying the independence requirements that apply to directors generally (see below), the Nominating and Governance Committee believes that it would be desirable for new candidates for the Board to satisfy the requirements for serving on the Board’s committees, as set forth in the charters for those committees and applicable regulations.


	•		No Material Relationship.The director must not have any material relationship with the Company. In making this determination, the Board considers all relevant facts and circumstances, including commercial, charitable, and familial relationships that exist, either directly or indirectly, between the director and the Company.

	•		Employment. The director must not have been an employee of the Company at any time during the past three years. In addition, a member of the director’s immediate family (including the director’s spouse; parents; children; siblings; mothers-, fathers-, brothers-, sisters-, sons- anddaughters-in-law; and anyone who shares the director’s home, other than household employees) must not have been an executive officer of the Company in the prior three years.

	•		Other Compensation. The director or immediate family member (as an executive officer) must not have received more than $100,000 per year in direct compensation from the Company, other than in the form of director fees, pension or other forms of deferred compensation, during the past three years.

	•		Auditor Affiliation. The director must not be a current partner or employee of the Company’s internal or external auditor and the director’s immediate family member must not be a current employee of such auditor who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice or a current partner of such auditor. In addition, the director or an immediate family member must not have been within the last three years a partner or employee of such firm who personally worked on the Company’s audit.

	•		Interlocking Directorships.During the past three years, the director or immediate family member cannot have been employed as ~~a non-employee director or~~ an executive officer by another entity where one of the Company’s ~~or its former parent company, Time Warner’s~~ current executive officers served at the same time on the compensation committee.


		property or services that exceed the greater of $1 million or 2% of the other entity’s annual consolidated gross revenues. In addition, a member of the director’s immediate family cannot have been an executive officer of another entity that, during any one of the past three years, received payments from the Company, or made payments to the Company, for property or services that exceed the greater of $1 million or 2% of the other entity’s annual consolidated gross revenues.


	•		Additional Categorical Criteria.In addition to applying the NYSE requirements summarized above, the Board has also developed categorical standards, which it uses to guide it in determining whether a “material relationship” exists with the Company that would affect a director’s independence:


	> Ø		Charitable ~~Contributions.~~Contributions. Discretionary charitable contributions by the Company to established non-profit entities with which a director or a member of the director’s family is affiliated will generally be deemed not to create a material relationship, unless they occurred within the last three years and (i) were inconsistent with the Company’s philanthropic practices; or (ii) were provided to an organization where the director or spouse is an executive officer or director and the Company’s contributions for the most recently completed fiscal year represent more than (a) the greater of $100,000 or 10% of that organization’s annual gross revenues for organizations with gross revenues

	> Ø		Employment and ~~Benefits.~~Benefits. The employment by the Company of a member of a director’s family will generally be deemed not to create a material relationship, unless such employment involves employment at a salary of more than $60,000 per year of a director’s current spouse, domestic partner or child. Further, vested and non-forfeitable equity-based benefits and retirement benefits provided to directors or their family members under qualified plans as a result of prior employment will generally be deemed not to create a material relationship.

	> Ø		Other ~~Transactions.~~Transactions. Transactions between the Company and another entity with which a director or a member of a director’s family is affiliated will generally be deemed not to create a material relationship unless (i) they are the type set forth above under “Business Transactions;” (ii) they occurred within the last three years and were inconsistent with other transactions in which the Company has engaged with third parties; (iii) they occurred within the last three years and the director is an executive officer, employee, or substantial owner, or an immediate family member is an executive officer, of the other entity and such transactions represent more than 2% of the other entity’s gross revenues for the prior fiscal year or more than 5% of the Company’s consolidated gross revenues for its prior fiscal year.

	> Ø		Interlocking ~~Directorships.~~Directorships. Service by an employee of the Company as a director of an entity where one of the Company’s directors or director’s family members serves as an executive officer will generally be deemed not to create a material relationship, unless the employee (i) is an executive officer of the Company; (ii) reports directly to the Board or a committee of the Board; or (iii) has annual compensation approved by the Board’s Compensation Committee. In addition, service by an employee of the Company as a director of an entity where one of the Company’s directors or a member of the director’s family serves as a non-employee director will generally be deemed not to create a material relationship.


	> Ø		Security ~~Ownership.~~Ownership. Ownership by an employee of the Company of the securities of an entity where one of the Company’s directors or a member of the director’s family serves as a director or an employee will generally be deemed not to create a material relationship, unless (i) the Company employee (a) is an executive officer of the Company or reports directly to the Board or a committee of the Board or has annual compensation approved by the Board’s Compensation Committee and (b) beneficially owns more than 5% of any class of the other entity’s voting securities; and (ii) the Company director or a member of a director’s family is a director or executive officer of the other entity.


	•	~~Independent Judgment~~. Finally, in addition to the foregoing independence criteria, which relate to a director’s relationship with the Company, the Board also requires that independent directors be free of any other affiliation—whether with the Company or another entity—that would interfere with the exercise of independent judgment.


	•		Assessment of Needs.As described above, the Nominating and Governance Committee conducts periodic assessments of the overall composition of the Board in light of the Company’s current and expected business needs and, as a result of such assessments, the Committee may establish specific qualifications that it will seek in Board candidates. The Committee reports on the results of these assessments to the full Board of Directors.

	•		Identifying New ~~Candidates.~~Candidates. In light of such assessments, the Committee may seek to identify new candidates for the Board who possess the specific qualifications established by the Committee and satisfy the other requirements for Board service. In identifying new director candidates, the Committee seeks advice and names of candidates from Committee members, other members of the Board, members of management, and other public and private sources. The Committee may also, but need not, retain a search firm in order to assist it in these efforts.

	•		Reviewing New ~~Candidates.~~Candidates. The Committee reviews the potential new director candidates identified through this process. This involves reviewing the candidates’ qualifications as compared to the specific criteria established by the Committee and the more general criteria established by the by-laws and Corporate Governance Policy. The Committee may also select certain candidates to be interviewed by one or more Committee members.

	•		Reviewing Incumbent ~~Candidates.~~Candidates. On an annual basis, the Committee also reviews incumbent candidates for renomination to the Board. This review involves an analysis of the criteria set forth above that apply to incumbent directors.


	•		Audit Committee.The Audit Committee oversees the Company’s risk policies and processes relating to the financial statements and financial reporting process as well as overseeing the Company’s enterprise risk management processes. In that role, the Company’s management discusses with the Committee the Company’s major risk exposures and how these risks are managed and monitored. At least annually, the Audit Committee receives a report from management regarding the manner in which the Company is assessing and managing the Company’s exposure to financial and other risks.

	•		Compensation Committee. The Compensation Committee monitors the risks associated with the Company’s compensation philosophy and programs.

~~N.J. Nicholas, Jr.~~
Name

70
Principal Occupation During the Past Five Years

N.J. Nicholas, Jr.

Investor. Mr. Nicholas is an investor. From 1964 until 1992, Mr. Nicholas held various positions at Time Inc. and Time ~~Warner, major media companies.~~Warner. He was named President of Time Inc. in 1986 and served as Co-Chief Executive Officer of Time Warner from 1990 to 1992. Mr. Nicholas has served as a director since March 2003 and is also a director of Boston Scientific Corporation. Mr. Nicholas served as a director of Xerox Corporation ~~and Xerox Corporation.~~
from 1987 until May 2012.
Mr. Nicholas has substantial executive experience as well as extensive experience in the media and entertainment field