Time Warner Cable 2009 Annual Report Download - page 40

Changes in Internal Control Over Financial Reporting
There have not been any changes in TWC’s internal control over financial reporting during the quarter ended December 31, 2009
that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
PART III
Items 10, 11, 12,
13 and 14.
Directors, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related
Transactions and Director Independence; Principal Accountant Fees and Services.
Information called for by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the Company’s definitive Proxy
Statement to be filed in connection with its 2010 Annual Meeting of Stockholders pursuant to Regulation 14A, except that (i) the
information regarding the Company’s executive officers called for by Item 401(b) of Regulation S-K has been included in Part I of this
Annual Report and (ii) the information regarding certain Company equity compensation plans called for by Item 201(d) of
Regulation S-K is set forth below.
The Company has adopted a Code of Ethics for its Senior Executive and Senior Financial Officers. A copy of the Code is publicly
available on the Company’s website at www.timewarnercable.com/investors. Amendments to the Code or any grant of a waiver from a
provision of the Code requiring disclosure under applicable SEC rules will also be disclosed on the Company’s website.
Equity Compensation Plan Information
The following table summarizes information as of December 31, 2009, about the Company’s outstanding equity compensation
awards and shares of 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)
.................................. 15,529,000 $32.45 28,743,928
Equity compensation plans not approved by security
holders .................................... — — —
Total ....................................... 15,529,000 $32.45 28,743,928
(1)
Equity compensation plans approved by security holders covers the Time Warner Cable Inc. 2006 Stock Incentive Plan (the “2006 Stock Plan”), which was originally
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 4,009,145 shares of TWC 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 51,299,660 shares of TWC Common Stock have been authorized for issuance pursuant to the terms of the 2006 Stock Plan. Any shares of TWC 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, 2009, of the shares of TWC Common Stock available for future issuance under
the 2006 Stock Plan listed in column (c), as of December 31, 2009, a maximum of 11,646,186 shares may be issued in connection with awards of restricted stock or
restricted stock units.
In connection with the Separation, the Company’s stockholders approved amendments to the 2006 Stock Plan that, among other
things, increased the number of shares of TWC Common Stock authorized for issuance thereunder by 18.0 million shares. As a result, as
of December 31, 2009, the Company was authorized to issue up to 51.3 million shares of TWC Common Stock under the 2006 Stock Plan
(which also reflects certain Separation-related adjustments to outstanding awards effected pursuant to the terms of the 2006 Stock Plan
and the TWC Reverse Stock Split).
Stock options granted under the 2006 Plan have exercise prices equal to the fair market value of TWC Common Stock at the date of
grant. Generally, the stock options vest ratably over a four-year vesting period and expire ten years from the date of grant. Certain stock
option awards provide for accelerated vesting upon the grantee’s termination of employment after reaching a specified age and years of
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