TWC Time Warner Cable

Item 11. Executive Compensation.

Executive Compensation.

Compensation Discussion and Analysis

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

The Company’s standard executive compensation program consists of:

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

As discussed more fully below, over the last two years, during the pendency of two potential merger transactions, the Company temporarily modified and supplemented its standard executive compensation program to better retain and incentivize its executives.

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Over the last one-, three- and five-year periods, the Company has delivered total stockholder returns through both stock price appreciation and the payment of dividends that exceeded those delivered by the S&P 500 Index and the Company’s Primary Peer Group (as defined and listed below):

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, 2012 and reflects reinvestment of regular dividends and distributions on a monthly basis and quarterly market capitalization weighting. Source: Capital IQ, a Standard & Poor’s business.

In 2015, despite distractions and additional responsibilities related to the Charter and Comcast merger agreements (as defined below), the Company generated strong operating results:

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Compensation Practices Checklist

The Company and the Compensation Committee of the Board of Directors regularly monitor best practices and emerging trends in executive compensation. In addition, from time to time, the Company communicates with significant institutional stockholders and other interested constituencies to discuss the design and operation of its executive compensation and governance programs. The current practices reflect the enhancements that the Company has made over the years to strengthen its compensation practices.

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

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

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

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

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Compensation Considerations

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

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

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

Effectiveness of Merger-Related Retention and Incentive Compensation

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

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

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

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

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General Factors Considered in Determining Annual Compensation Levels

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

2015 Base Salary and Target Incentive Compensation Determinations

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

The TDC discussion and charts below do not include the impact of the Supplemental Bonus Program or retention equity awards, which, as discussed above, were intended as transaction-related programs designed to address the Company’s specific and immediate needs during the pendency of the Charter merger.

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Mr. Marcus.     In July 2013, in conjunction with the Board’s decision to appoint Mr. Marcus as the Company’s Chairman and Chief Executive Officer effective on January 1, 2014, the Company and Mr. Marcus entered into a new employment agreement that, among other things, established the compensation for his new role. See “—Employment Agreements—Robert D. Marcus.” In connection with its compensation decisions under that agreement, the Compensation Committee considered the Company’s key compensation principles, the importance of Mr. Marcus’s position as well as compensation levels for chief executive officer positions in the Primary Peer Group, Secondary Peer Group (as defined and listed below) and general survey data to set Mr. Marcus’s annual base salary, target annual bonus and target LTI value commencing in 2014 upon his service as Chairman and Chief Executive Officer.

The Compensation Committee noted that Mr. Marcus’s target TDC was below the median for chief executive officers in the Primary Peer Group, and below that of the Company’s former Chief Executive Officer. The Compensation Committee also determined that it was appropriate to continue to weight Mr. Marcus’s TDC and pay mix most heavily (89%) toward performance-based and long-term incentive compensation in light of his responsibilities and the belief that this compensation structure would best focus Mr. Marcus on achieving the Company’s strategic and business objectives. No changes were made to Mr. Marcus’s TDC for 2015.

Mr. Jain.     Mr. Jain joined the Company as Chief Operating Officer in January 2014. In determining the appropriate compensation for Mr. Jain at that time, the Compensation Committee considered the Company’s key compensation principles, compensation for chief operating officers, and similar senior management positions, in the Primary Peer Group, Secondary Peer Group, general survey data and internal comparisons and the Company’s desire to attract and retain an executive of Mr. Jain’s stature, experience and reputation to lead its operations.

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

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

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

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

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

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

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

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

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

Mr. Minson.     Mr. Minson served as the Company’s Executive Vice President and Chief Financial Officer until his departure in June 2015, when he agreed to provide advisory services to the Company. In setting his compensation initially in 2013 when he joined the Company, the Compensation Committee considered the Company’s key compensation principles, compensation for chief financial officers in the Primary Peer Group, Secondary Peer Group, general survey data, internal comparisons and the Company’s desire to attract and retain an executive of Mr. Minson’s experience, especially in related industries, and reputation.

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

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

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2015 Short-Term Incentive Program—Annual Cash Bonus

For 2015, the Compensation Committee structured the Company’s annual cash bonus opportunity for the named executive officers with the following components, each of which is described in more detail below:

Under these programs, the named executive officers’ cash incentive was based on a mix of financial and operational goals that the Compensation Committee believed would align executives with the Company’s ambitious three-year plan to revitalize its residential services, expand and improve its network and drive growth in business services to lead to longer-term shareholder returns.

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

The following threshold and maximum goals were established for the Profit Participation Program component of the 2015 AIP based upon a review of the prior year’s OIBDA results, the Company’s 2015 budget and other factors:

The Compensation Committee determined that the threshold OIBDA goal set an appropriate level of performance to earn an award under the Profit Participation Program component of the 2015 AIP. If the Company failed to meet the threshold level, no bonus payment would be made under this component of the 2015 AIP. Similarly, the maximum goal was considered to present very significant challenges and was not likely to be attained. If the Company exceeded the maximum goal, the Company financial performance “score” under the Profit Participation Program component would be 150%.

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

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2015 Operational Performance Incentive of the 2015 AIP.     The Compensation Committee established a broad set of metrics for the executive officers, including the named executive officers, under the 2015 OPI, which together accounted for 50% of the total 2015 AIP opportunity. In adopting these metrics, the Compensation Committee believed that they would motivate the named executive officers to drive improvements in the following three key Company performance areas: (i) customer experience and reliability, (ii) plant and product enhancements and (iii) customer and revenue growth. Each of these areas carried equal weight under the OPI ( i.e. , approximately one-third of the OPI opportunity representing approximately 16.5% of the total 2015 AIP opportunity). The key metrics within each of these areas are set out below:

Reflecting the fact that many of the 2015 OPI goals were interrelated and interdependent, the Committee determined to have all the Company’s executive officers share the same goals. This was also intended to foster collaboration and cooperation among executive team members. As under the Profit Participation Program component of the 2015 AIP, the Compensation Committee would determine a performance “score” for each metric within the three key areas using a scale of 0% to 150%, on which a threshold outcome could represent minimally satisfactory results and a score of 150% would represent truly exceptional results. The “straight line” interpolation between the threshold and maximum goals would be used as the starting point of the Committee’s determination. While each metric within the performance areas was assigned a weighting and a threshold and maximum to help evaluate the level of accomplishment, none of the metrics was in itself material to the ultimate performance evaluation.

Residential Video Subscriber Additions Bonus under the 2015 AIP.     In addition, in early 2015, to encourage employee focus on quarterly residential video subscriber net additions in 2015, the Compensation Committee approved an additional bonus opportunity equal to 5% of each participant’s 2015 annual target cash bonus under the 2015 AIP if, in any calendar quarter of 2015, TWC generated a net increase in residential video subscribers (a “Residential Video Subscriber Additions Bonus”). This Bonus, similar to one approved for 2014, but not achieved, would be payable only with respect to one such quarter. This Residential Video Subscriber Additions Bonus was achieved in the first quarter of 2015 and, as a result, the annual cash bonus for participants in the 2015 AIP was increased by 5% of their annual target bonus. In light of the Company’s success in the first quarter of 2015 and to continue to motivate participants to work to add video customers in 2015, the Compensation Committee approved an additional Residential Video Subscriber Additions Bonus with the same terms but only with respect to the seasonally challenging second calendar quarter of 2015. Messrs. Marcus, Minson and Jain were not eligible to receive this additional Residential Video Subscriber Additions Bonus in respect of the second quarter of 2015. This Residential Video Subscriber Additions Bonus was not achieved in the second quarter of 2015. The impact of the Residential Video Subscriber Additions Bonus opportunity has been included in the table below.

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Supplemental Bonus Program.     As noted above, on May 23, 2015, in connection with the execution of the Charter merger agreement, the Compensation Committee approved a supplemental bonus opportunity (the “Supplemental Bonus Program”) for all employees, including executive officers, who participate in TWC’s regular 2015 annual cash incentive plan (approximately 14,700 employees). The Compensation Committee believed that, in light of the success of a similar program in 2014 during the pendency of the Comcast merger, the potential additional compensation under the Supplemental Bonus Program was essential to motivate, reward and retain talent during the pendency of the Charter merger and thereafter. Mirroring the 2015 AIP goals in the Supplemental Bonus Program reinforced the criticality of maintaining focus on achieving, and exceeding, the Company’s performance objectives despite the potential Charter merger-related distractions and additional responsibilities. The timing of the payment of the bonus (on July 1, 2016) also serves to reinforce the retention of senior management. See “Extraordinary Events—Compensation Considerations.”

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

2015 Annual Incentive Plan Performance Determination.     In connection with its determination of annual bonus payments, the Compensation Committee reviewed the Company’s results under the Profit Participation Program, the OPI and the Residential Video Subscriber Additions Bonuses. The Profit Participation Program and the Residential Video Subscriber Additions Bonus applied similarly to all bonus-eligible employees, while the 2015 OPI goals described above applied to the executive officers. Management determined the OPI metrics and goals for the other bonus-eligible employees cascading down, as applicable, from the executive officers, based on the participants’ roles within the Company.

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

Since this OIBDA (as adjusted) exceeded the threshold performance, the Compensation Committee noted the straight-line interpolation between the threshold and maximum target levels. This interpolation yielded an initial “score” of 88%, which the Compensation Committee used as the starting point for its final determination of performance under the 2015 Profit Participation Program component.

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

Operational Performance Incentive Plan.     The Compensation Committee reviewed each of the three principal areas established under the 2015 OPI and considered management’s progress, as reviewed by the Company’s internal auditor, against the metrics and goals associated with each of these areas. In each case, the Company’s performance exceeded the threshold performance established under the OPI. Accordingly, the Compensation Committee noted the straight-line interpolation between the threshold and maximum target levels in each case in which such goals had been established. This interpolation yielded the following initial “scores,” which the Compensation Committee used as the starting point for its final determination of performance under the 2015 OPI:

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

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

The table below sets out each of the scores awarded between the threshold/maximum for each of the Profit Participation Program and the OPI components of the 2015 AIP, the achievement of the threshold performance for the first quarter Residential Video Subscriber Additions Bonus and the ultimate scores assigned by the Compensation Committee for use in the bonus determinations.

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

Section 162(m) Compliance.     In order to structure the short-term incentive awards as potentially deductible amounts under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), additional conditions and limitations on awards were imposed under the Time Warner Cable Inc. 2012 Annual Bonus Plan (the “162(m) Bonus Plan”), which was approved by the Company’s stockholders in May 2012. Pursuant to the 162(m) Bonus Plan, a subcommittee of the Compensation Committee, whose members are “outside directors” as defined in Section 162(m) (the “Subcommittee”), established objective performance criteria for 2015 that determined the maximum bonus pool from which the named executive officers’ bonuses can be paid and a percentage allocation of the pool for each named executive officer. Under the objective criteria established by the Subcommittee, an aggregate 2015 maximum bonus pool was established equal to 7.5% of the amount by which the Company’s 2015 Adjusted OIBDA (as adjusted) of at least $8.15 billion exceeded $6.764 billion. Each annual bonus payment was subject in all cases to a 162(m) Bonus Plan cap equal to the lesser of (i) 200% of the officer’s annual bonus target and (ii) $15 million, in addition to an overall cap under the annual bonus program of 150% of the individual’s target annual bonus (as increased by the Supplemental Bonus Program opportunity). In awarding 2015 bonuses to each named executive officer, the Subcommittee exercised its discretion to reduce the maximum amount available for each executive officer under the 162(m) Bonus Plan’s pool. The basis for this exercise of negative discretion was the Company’s performance score under the Profit Participation Program and the operational performance under the OPI as described above.

2015 Long-Term Incentive Program—Equity-Based Awards

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

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

Charter Merger-Related Retention Equity Awards.     In connection with the entry into the Charter merger agreement, the Compensation Committee realized that retention incentives would be essential in light of the possibility of yet another protracted regulatory review process and various uncertainties related to the Charter merger. Accordingly, on May 23, 2015, the Compensation Committee approved the 2017 retention equity awards that advanced into 2015 the anticipated annual equity awards that would otherwise have been made in 2017 with the vesting attributes of the awards as if they had been made in 2017. These 2017 retention equity awards were granted to all employees who were eligible to receive equity-based compensation awards (approximately 1,900 employees), including the executive officers. The awards were intended to address employee retention in connection with the anticipated Charter merger, while at the same time preserving appropriate incentives and alignment of employees with TWC stockholders in light of the possibility that the merger might not close. The awards were granted on June 2, 2015.

The retention grants consisted of restricted stock units subject to service-based vesting. The vesting schedule was designed to mirror the vesting schedule that would have applied to the annual equity grants had they been made in 2017 and will vest in equal 50% increments on February 13, 2020 and February 13, 2021. Similarly, the availability of accelerated and pro rata vesting of awards that could apply under normal course awards where holders meet certain service and age requirement or are terminated from employment involuntarily, respectively, was delayed until the date on which the grants would otherwise have been made in February 2017. As a result of their terms, these 2017 retention equity awards were not intended to be, and are not, equivalent to annual awards that might have been made during 2015.

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

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

Oversight and Authority for Executive Compensation

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

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

Role of Management and Compensation Consultants

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

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

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

The Role of Competitive Comparisons

The Compensation Committee reviewed information about compensation practices and values from two groups of companies to assist it in establishing 2015 compensation levels and practices for the named executive officers. These groups include other cable, telecommunications and media companies as well as other comparable public companies. The Compensation Committee used this data to assist it in evaluating general competitiveness and comparability of compensation design, mix and levels but does not target any particular percentile or pay range within the data sets in setting compensation. Information on the Primary and Secondary Peer Groups is presented in the table below.

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

The Use of Pay Tallies

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

Based on the Compensation Committee’s review of 2015 pay tallies, the Compensation Committee concluded that the total compensation of the named executive officers (and, in the case of involuntary termination or change-in-control scenarios, potential payouts) continues to be appropriate in light of the Company’s compensation philosophy and guiding principles and is consistent with relevant competitive marketplace data.

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The Role of Employment Agreements

Each of the named executive officers is employed pursuant to a multi-year employment agreement that reflects the individual negotiations with the relevant named executive officer. The Company has long used such agreements to foster retention, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions, and, for the executive officers in certain situations, “clawback” rights ( i.e. , rights to recover compensation paid to an executive if the Company subsequently determines that the compensation was not properly earned). The employment agreements provide for severance pay in the event of the involuntary termination of the executive’s employment without cause, which serves as consideration for the restrictive covenants, provides financial security to the executive and allows the executive to remain focused on the Company’s interests at all times. As discussed below under “Potential Payments upon a Change in Control,” in connection with the Charter merger agreement, the Compensation Committee approved amendments to the Company’s employment agreement with each of the named executive officers other than Mr. Minson to expand the scope of the “good reason” resignation rights and to clarify certain relocation protections for a designated period after the closing of the Charter merger.

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

The Role of Stockholder Advisory Vote on Executive Compensation

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

Ownership and Retention Requirements; Hedging Policy

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

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

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

Risk Assessment

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

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

Perquisites

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

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

Benefits

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

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

Tax Deductibility of Compensation

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

Compensation Committee Report

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

Members of the Compensation Committee

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

Summary Compensation Table

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

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(a) Pursuant to the TWC Savings Plan, a tax-qualified defined contribution plan available generally to TWC employees, for the 2015 plan year, each of the named executive officers deferred a portion of his annual compensation and the Company contributed $12,001 as a matching contribution on the amount deferred by each named executive officer, except for Mr. Minson whose matching contribution was $11,444 and Mr. Jain, who did not participate.

(b) The Company maintains a program of life and disability insurance generally available to all salaried employees on the same basis. This group term life insurance coverage was reduced to $50,000 for each of Messrs. Marcus and Lawrence-Apfelbaum who were each given a cash payment to cover the cost of specified coverage under a voluntary group program available to employees generally (“GUL insurance”). In 2015, this cash payment was $8,064 for Mr. Marcus and $16,355 for Mr. Lawrence-Apfelbaum. For a description of life insurance coverage for certain executive officers provided pursuant to the terms of their employment agreements, see “—Employment Agreements.”

(c) The amounts of personal benefits for 2015 that exceed $10,000 in the aggregate are shown in this column and consist of the aggregate incremental cost to the Company as follows: (i) for Mr. Marcus, (x) reimbursement of fees for financial services of $20,824; and (y) transportation-related benefits of $308,979 related to personal use of Company-owned aircraft; and (ii) for Mr. Jain, (x) payments of $3,458 related to Company-provided housing in New York City in connection with joining the Company as Chief Operating Officer and a tax equalization benefit of $1,826 related to the housing payments, each pursuant to the Company’s standard executive relocation arrangements; and (y) severance payments related to his prior employment by Insight of $102,105, see “—Employment Agreements—Dinesh C. Jain.” The Board encouraged Mr. Marcus to use corporate-owned or leased aircraft for security reasons. The incremental cost of any personal use is based on fuel, landing, repositioning and catering costs and crew travel expenses related to the personal use. Mr. Marcus’s transportation-related benefits also include the incremental cost of certain of his family members accompanying him on certain business and personal trips on corporate aircraft. The incremental cost to the Company for the use of the aircraft under these circumstances is limited to catering and TWC’s portion of employment taxes attributable to the income imputed to the executive for tax purposes.

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

Grants of Plan-Based Awards

The following table presents information with respect to each award of plan-based compensation to each named executive officer in 2015, including (a) annual cash awards under the 162(m) Bonus Plan and 2015 AIP and Supplemental Bonus Program and (b) awards of RSUs granted under the Stock Plan with time-based vesting provisions comprising the 2017 retention equity awards made in connection with the Charter merger. No stock options were awarded in 2015.

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As discussed above, the 2017 retention equity awards, corresponding to the awards that would have been made in 2017, will vest in equal installments on the third and fourth anniversaries of February 13, 2017, subject to continued employment. Generally, holders of RSUs are entitled to receive dividend equivalents 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. As of December 31, 2015, all such conditions have been satisfied. The awards of RSUs and PBUs confer no voting rights on holders and are subject to restrictions on transfer and forfeiture prior to vesting. See “—Compensation Discussion and Analysis—2015 Long-Term Incentive Program—Equity-Based Awards,” “—Employment Agreements” and “—Potential Payments upon Termination of Employment.”

Outstanding Equity Awards

The following table provides information about the outstanding awards of options to purchase the Company’s Common Stock, including PBOs, and the aggregate RSUs and PBUs held by each named executive officer on December 31, 2015. As of December 31, 2015, the one-year performance-based conditions related to the vesting of all outstanding PBOs and PBUs had been certified. No stock options, including PBOs, have been awarded to the executive officers since 2013.

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Option Exercises and Stock Vested

The following table sets forth as to each of the named executive officers information on exercises of TWC stock options and the vesting of RSU awards during 2015, including: (i) the number of shares of Common Stock underlying options exercised during 2015; (ii) the aggregate dollar value realized upon exercise of such options; (iii) the number of shares of Common Stock received from the vesting of awards of RSUs during 2015; and (iv) the aggregate dollar value realized upon such vesting (based on the stock price of Common Stock on the vesting dates).

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Pension Plans

Pension Benefits

Eligible employees of the Company 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. All of the named executive officers participated in the TWC Pension Plans during 2015. 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, the Company has adopted the Excess Benefit Plan that is designed to provide for supplemental payments by 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. The amount of 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 limit imposed by the tax laws was $350,000 (the maximum compensation limit imposed under the Excess Benefit Plan) and (b) the actual benefit payable under the 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:

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. For employees hired on or after January 1, 2011, benefit service does not start to accrue prior to the date the employee satisfies the TWC Pension Plans’ eligibility requirements, including one year of eligible service, and commences participation in the TWC Pension Plans. 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.

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 prior to the Company’s Separation from Time Warner, each of Messrs. Marcus, Osbourn, Siegel, Stern and Minson is entitled to vested benefits under the Time Warner Pension Plan (the “TW Pension Plan”) based on a formula similar to that under the TWC Pension Plans and benefit service of 7.7 years, 1.8 years, 6.9 years, 1.9 years and 2.9 years, respectively. Time Warner has also adopted an excess benefit pension 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 Time Warner Pension Plan if eligible compensation were limited to $350,000 and there were no payment restrictions. Messrs. Marcus, Osbourn, Siegel, Stern and Minson have ceased to be active participants in the TW Pension Plan and participate in the TWC Pension Plans.

Forms of Benefit Payments

The benefits under the Time Warner Cable Pension Plan are payable as (i) a single life annuity, (ii) a 50%, 75% or 100% joint and survivor annuity, (iii) a life annuity that is guaranteed for 10 years, or (iv) as of January 1, 2015, a lump sum. Spousal consent is required in certain cases. The participant may elect the form of benefit payment at the time of retirement or termination of employment (in which case, benefits are payable as (i) a single life annuity, (ii) a 50% or 75% joint and survivor annuity or (iii) a lump sum). 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 Excess Benefit Plan are payable only as a lump sum, unless the participant elected to receive monthly installments over 10 years by the applicable deadline.

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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 accumulated benefit under the TWC Pension Plans computed as of December 31, 2015, 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, 2015. The estimated amounts are based on the assumption that payments under the TWC Pension Plans will commence upon normal retirement (generally age 65), that the TWC Pension Plans will continue in force in their forms as of December 31, 2015, 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 that exceed Internal Revenue Code limits will be paid under the Excess Benefit Plan from TWC’s assets and are included in the present values shown in the table.

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Nonqualified Deferred Compensation

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 on 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. 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. The TWE Deferral Plan does not provide a guaranteed rate of return on deferred 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 the TWE Deferral Plan and any withdrawal or distributions therefrom during 2015 and the balance in the account on December 31, 2015. Mr. Lawrence-Apfelbaum was the only named executive officer with an account under the TWE Deferral Plan during 2015.