Time Warner Cable 2008 Annual Report Download - page 57

Equity Compensation Plan Information
The following table summarizes information as of December 31, 2008, about the Company’s outstanding
equity compensation awards and shares of Class A common stock reserved for future issuance under the Company’s
equity compensation plans.
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(2)
Weighted-average exercise
price of outstanding
options, warrants
and rights
(2)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(3)
(a) (b) (c)
Equity compensation plans approved
by security holders
(1)
.......... 12,069,236 $30.81 79,464,096
Equity compensation plans not
approved by security holders ..... — — —
Total ........................ 12,069,236 $30.81 79,464,096
(1)
Equity compensation plans approved by security holders covers the Time Warner Cable Inc. 2006 Stock Incentive Plan (the “2006 Stock
Plan”), which was approved by the Company’s stockholders in May 2007 and is currently the Company’s only compensation plan pursuant
to which the Company’s equity is awarded.
(2)
Column (a) includes 4,688,633 shares of Class A common stock underlying outstanding restricted stock units. Because there is no exercise price
associated with restricted stock units, such equity awards are not included in the weighted-average exercise price calculation in column (b).
(3)
A total of 100,000,000 shares of Class A common stock have been authorized for issuance pursuant to the terms of the 2006 Stock Plan. Any
shares of Class A common stock issued in connection with awards other than stock options or stock appreciation rights (a “Non-option
Award”) are counted against the shares remaining available under the 2006 Stock Plan as the number of shares equal to a ratio (the “Ratio”)
for every share issued in connection with a Non-option Award and any shares issued in connection with stock options or stock appreciation
rights are counted against the limit as one share for every share issued. The Ratio is the quotient resulting from dividing (a) the grant date fair
value of such Non-option Award, as determined for financial reporting purposes, by (b) the grant date fair value of a stock option granted
under the 2006 Stock Plan. As a result, based on the Ratio determined on December 31, 2008, of the shares of Class A common stock
available for future issuance under the 2006 Stock Plan listed in column (c), as of December 31, 2008, a maximum of 29,650,782 shares may
be issued in connection with awards of restricted stock or restricted stock units.
The Company’s stockholders approved amendments to the 2006 Stock Plan, effective upon the date of the
Separation. These amendments will increase the number of shares of TWC common stock available for future
issuances under the 2006 Stock Plan by an aggregate of (1) 25 million shares, (2) the number of additional shares
subject to options as a result of adjustments made to stock options outstanding under the 2006 Stock Plan immediately
prior to the Separation to account for any decrease in the value of TWC common stock resulting from the payment of
the Special Dividend and (3) the number of shares that will be underlying additional RSUs awarded to certain holders
of outstanding RSUs pursuant to the terms of their award agreements in connection with the payment of the Special
Dividend. The table above does not reflect these additional authorized shares or the impact of the Recapitalization or
the reverse stock split, which are anticipated to be effected in connection with the Separation.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1)-(2) Financial Statements and Schedules:
(i) The list of consolidated financial statements and schedules set forth in the accompanying Index to
Consolidated Financial Statements and Other Financial Information at page 49 herein is incorporated herein
by reference. Such consolidated financial statements and schedules are filed as part of this Annual Report.
(ii) All other financial statement schedules are omitted because the required information is not applicable,
or because the information required is included in the consolidated financial statements and notes thereto.
(3) Exhibits:
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual
Report and such Exhibit Index is incorporated herein by reference. Exhibits 10.30 through 10.40 and 10.43 through 10.48
listed on the accompanying Exhibit Index identify management contracts or compensatory plans or arrangements
required to be filed as exhibits to this Annual Report, and such listing is incorporated herein by reference.
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