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Time Warner Cable
2 0 0 8 A N N U A L R E P O R T

Table of contents

  • Page 1
    Time Warner Cable 200 8 A N N U A L R E PO R T

  • Page 2
    ...parental controls and optional DVR service. • Time Warner Cable's Digital Cable is the "Home of Free HD." Our highde nition service delivers the best HD channels and HD On Demand. • On Demand gives customers thousands of viewing choices instantly, with new movies, shows and sporting events added...

  • Page 3
    ... in 2007. We made progress in enhancing our services and distinguishing them from competitors' offerings. Further, our sales of video, data and voice services to businesses grew significantly as we focused more resources on commercial growth opportunities. Yet Time Warner Cable was not immune to the...

  • Page 4
    ... connections we provide in their homes and businesses. Intensified Marketing In 2008, we sharpened our marketing messages and invested more heavily in advertising our services. We communicated more aggressively what sets Time Warner Cable apart from competitors as the best choice for video, data...

  • Page 5
    ... online purchase process, provide additional self-care options and empower customers to solve problems quickly. Consumers today expect anytime, anywhere access to any content, from any device. While we aren't interested in creating another cellular phone company, we are pursuing wireless technology...

  • Page 6
    ... than 14 million customers. It's my job, and the job of every one of us here, to make sure that the services we deliver help make our customers' lives easier and more enjoyable...I Am Time Warner Cable Whether it's a family enjoying an evening in front of the TV or a small business that takes great...

  • Page 7
    ...We Are Time Warner Cable Time Warner Cable has a long history of innovation. We were among the first companies to launch many of the services consumers enjoy today. We've led advancements in numerous technologies and services, including On Demand, digital video recorders and high-speed data. In fact...

  • Page 8
    ... year, Time Warner Cable donates several million dollars directly to nonprofit organizations. Greater still are the tens of millions of dollars of in-kind contributions we provide in our communities through public service announcements, free cable and high-speed Internet connections to schools...

  • Page 9
    ... by non-affiliates of the registrant (based upon the closing price of such shares on the New York Stock Exchange on June 30, 2008) was approximately $4.1 billion. DOCUMENTS INCORPORATED BY REFERENCE Description of document Portions of the definitive Proxy Statement to be used in connection with the...

  • Page 10

  • Page 11
    ... technologically advanced, well-clustered systems located mainly in five geographic areas - New York State (including New York City), the Carolinas, Ohio, southern California (including Los Angeles) and Texas. As of December 31, 2008, TWC served approximately 14.6 million customers who subscribed...

  • Page 12
    ... stock, par value $0.01 per share (the "TWC Common Stock") (the "Recapitalization"). Once the TW NY Exchange, the TW Internal Restructuring, the payment of the Special Dividend and the Recapitalization have been completed, TWC's separation from Time Warner (the "Separation") will proceed in the form...

  • Page 13
    ... Information and Website Although TWC and its predecessors have been in the cable business for over 40 years in various legal forms, Time Warner Cable Inc. was incorporated as a Delaware corporation on March 21, 2003. TWC's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports...

  • Page 14
    ... NY Cable is also the obligor under an intercompany loan from TWC with an aggregate principal amount of $8.7 billion. The subscribers, RGUs and economic ownership interests listed in the chart for Time Warner Entertainment-Advance/Newhouse Partnership ("TWE-A/N") relate only to those TWE-A/N systems...

  • Page 15
    ... NY Cable is also the obligor under an intercompany loan from TWC with an aggregate principal amount of $8.7 billion. The subscribers, RGUs and economic ownership interests listed in the chart for Time Warner Entertainment-Advance/Newhouse Partnership ("TWE-A/N") relate only to those TWE-A/N systems...

  • Page 16
    ... were digital video subscribers. Digital video subscribers using a TWC-provided set-top box generally have access to an interactive program guide, Video on Demand ("VOD"), which is discussed below, music channels and seasonal sports packages. Digital video subscribers who receive premium services...

  • Page 17
    ... 31, 2008. TWC's high-speed data services provide customers with a fast, always-on connection to the Internet. High-speed data subscribers connect to TWC's cable systems using a cable modem, which TWC provides at no charge or which subscribers can purchase on their own. Generally, subscribers pay...

  • Page 18
    ...channels, including entertainment, games, news, sports, travel, music, movie listings and shopping sites. In addition, in 2008, TWC launched the Road Runner Video Store, which permits subscribers to rent or purchase television shows and movies for online viewing. TWC provides high-speed data service...

  • Page 19
    ... customers a variety of high-speed data services, including Internet access, website hosting and managed security. These services are offered to a broad range of businesses and are marketed under the "Road Runner Business Class" brand. Commercial subscribers pay a flat monthly fee based on the level...

  • Page 20
    ... market area, which helps its local advertising sales business to compete more effectively with broadcast and other media. In addition, TWC has a strong presence in the country's two largest advertising market areas, New York, NY, and Los Angeles, CA. In many locations, TWC has formed advertising...

  • Page 21
    ... viewing data to marketers and strategic partners to serve as the foundation of its advanced advertising platform. Wireless Ventures TWC is investing in technology to provide subscribers with the ability to access its video, high-speed data and voice services outside the home. In November 2008...

  • Page 22
    ... DOCSIS services and support for two-way customer premise equipment. Operationally, advanced work force management and remote network surveillance and restoration tools provide for increased efficiencies in dispatching TWC's technicians and resolving customer-reported issues quickly; Ease of Access...

  • Page 23
    ... number of suppliers, including Cisco Systems Inc. ("Cisco Systems"), Motorola Inc. and Samsung and leases these devices to subscribers at monthly rates. See "-Technology-Cable Systems-Set-top Boxes" above and "-Regulatory Matters" below. TWC purchases routers, switches and other network equipment...

  • Page 24
    ... standpoint, the synthetic bundles appear similar to TWC's bundles and also result in a single bill. Local telephone companies. TWC's video, high-speed data and Digital Phone services face competition from the video, DSL, wireless broadband and traditional and wireless phone offerings of AT&T Inc...

  • Page 25
    ...-alone basis. Video competition. TWC's video services face competition from a number of different sources, including companies that deliver movies, television shows and other video programming over broadband Internet connections, such as Hulu.com, as well as online order services with mail delivery...

  • Page 26
    ...networks and public access, educational and government channels. This regulation also applies to the installation, sale and lease of equipment used by subscribers to receive basic service, such as set-top boxes and remote control units. In many localities, TWC is no longer subject to rate regulation...

  • Page 27
    ... have to be given in the form of bill inserts, on-screen announcements and/or newspaper advertisements. DBS operators and other non-cable programming distributors are not subject to analogous duties. As part of the FCC's collection of information for its Video Competition Report, the FCC released on...

  • Page 28
    ... are subject to rate regulation to the same extent as basic cable service. Under these regulations, cable operators are allowed to set equipment rates for set-top boxes, CableCARDs and remote controls on the basis of actual capital costs, plus an annual after-tax rate of return of 11.25%, on...

  • Page 29
    ... or related content, including local origination programming and advertising that TWC inserts into cable-programming networks, TWC is required to obtain any necessary music performance licenses directly from the rights holders. These rights are generally controlled by three music performance rights...

  • Page 30
    ... digital services; closed captioning requirements for the hearing impaired; commercial restrictions on children's programming; equal employment opportunity; recordkeeping and public file access requirements; and technical rules relating to operation of the cable network. Franchising. Cable operators...

  • Page 31
    ... by TWC's high-speed data customers." Voice Services TWC currently offers residential Digital Phone and Business Class Phone voice services using interconnected Voice over Internet Protocol ("VoIP") technology. Traditional providers of circuit-switched telephone services generally are subject to...

  • Page 32
    ... relating to VoIP interconnection and how such rules would affect TWC's interconnected VoIP service. Commercial Networking and Transport Services Entities providing point-to-point and other transport services generally have been subjected to various kinds of regulation. In particular, in connection...

  • Page 33
    ... with high-speed data services and the management functions noted above. Restrictions on transfer-TW Partners. Each TW Partner is generally permitted to directly or indirectly dispose of its entire partnership interest at any time to a wholly owned affiliate of TWE (in the case of transfers by...

  • Page 34
    ... aggregate price to the public of not less than $50 million. After Clearwire becomes eligible to use Form S-3, Clearwire is required to file a shelf registration statement providing for the registration and sale of securities on a delayed or continuous basis and TWC also has the right to demand that...

  • Page 35
    ... in a manner different from the effect on the rights of the holders of TWC Class B common stock; through July 31, 2011, (a) change any of the provisions of the TWC By-laws concerning restrictions on transactions between TWC and Time Warner and its affiliates or (b) adopt any provision of the TWC...

  • Page 36
    ..., Time Warner will not make or announce a tender offer or exchange offer for TWC Class A common stock without the approval of a majority of the independent directors of TWC; and prior to August 1, 2016, Time Warner will not enter into any business combination with TWC, including a short-form merger...

  • Page 37
    ... effective in connection with the Separation. Time Warner Registration Rights. At the closing of the TWE Restructuring, Time Warner and TWC entered into a registration rights agreement (the "Time Warner Registration Rights Agreement") relating to Time Warner's shares of TWC common stock. Subject to...

  • Page 38
    ...to TWC's. In a number of TWC's operating areas, AT&T and Verizon have upgraded portions of their networks to carry two-way video, high-speed data with substantial bandwidth and IP-based telephony services, which they market and sell in bundles along with their wireless service. TWC's competitors try...

  • Page 39
    ... time of consumers. TWC's business competes with all other sources of entertainment and information delivery, including broadcast television, movies, live events, radio broadcasts, home video products, console games, sports, print media and the Internet. Technological advancements, such as VOD, new...

  • Page 40
    ... difficulties as it increases the scale of its service offerings to commercial customers. TWC has sold video, high-speed data and network and transport services to businesses for some time and, in 2007, introduced an IP-based telephony service, Business Class Phone, geared to small- and medium-sized...

  • Page 41
    ...on TWC and its customers, including degradation of service, service disruption, excessive call volume to call centers and damage to TWC's plant, equipment and data. Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect...

  • Page 42
    ... partnership interest in TWE, and the exchange between TW NY Cable and Comcast immediately after the Adelphia Acquisition (the "Exchange") was designed as an exchange of designated cable systems. There can be no assurance, however, that the Internal Revenue Service (the "IRS") or state or local tax...

  • Page 43
    ... costs. Under federal law, TWC has the right to attach cables carrying video services to telephone and similar poles of investor-owned utilities at regulated rates. However, because these cables carry services other than video services, such as high-speed data services or new forms of voice services...

  • Page 44
    ... local levels. In addition, the federal government has extended some regulation to high-speed data services and is considering additional regulations. TWC is also subject to regulation of its video services relating to rates, equipment, technologies, programming, levels and types of services, taxes...

  • Page 45
    ...to make costly upgrades to its systems in order to remain competitive. See "Business-Regulatory Matters-Video Services-Switched digital video." Rate regulation could materially adversely impact TWC's operations, business, financial results or financial condition. Under current FCC regulations, rates...

  • Page 46
    ... or local governments and/or tax authorities may change tax laws, regulations or administrative practices that could negatively impact TWC's operating results and financial condition. See "Business-Regulatory Matters." Risks Related to the Separation TWC may not realize some or all of the benefits...

  • Page 47
    ... materially related to the nature, quality and cost of services rendered to TWC by Time Warner; the desirability of corporate opportunities, such as the entry into new businesses or pursuit of potential acquisitions, particularly those that might allow TWC to compete with Time Warner; and employee...

  • Page 48
    ... video, high-speed data, voice and wireless services over DSL, satellite or other means using the "Time Warner" brand name or similar brand names, potentially causing confusion among customers and complicating TWC's marketing efforts. Any competition directly with Time Warner or its affiliates...

  • Page 49
    ... regional data centers used in its high-speed data services business in Herndon, VA; Raleigh, NC; Syracuse, NY; Austin, TX; Kansas City, MO; Orange County, CA; New York, NY; Coudersport, PA; and Columbus, OH, and TWC also leased and owned locations for its corporate offices in New York, NY; Stamford...

  • Page 50
    ...on a "bundled" basis to the distributor defendants, who in turn purportedly offer that programming to subscribers in packaged tiers, rather than on a per channel (or "Ã la carte") basis. Plaintiffs, who seek to represent a purported nationwide class of cable and satellite subscribers, demand, among...

  • Page 51
    ... filed a complaint in the U.S. District Court for the Eastern District of Texas alleging that the Company infringes several patents purportedly related to "high-speed cable modem internet products and services." In each of these cases, the plaintiff is seeking unspecified monetary damages as well...

  • Page 52
    ...connection with the Separation. On December 8, 2008, TWC filed an Information Statement pursuant to Section 14(c) of the Securities Exchange Act with the SEC and furnished it to its stockholders. The amendments to TWC's 2006 Stock Incentive Plan will not become effective until certain conditions set...

  • Page 53
    ... President, General Counsel and Secretary Executive Vice President, Government Relations Senior Executive Vice President and Chief Financial Officer Carl U.J. Rossetti ...60 Executive Vice President, Corporate Development Peter C. Stern ...37 Executive Vice President and Chief Strategy Officer Set...

  • Page 54
    ... Company's Executive Vice President and Chief Strategy Officer since March 2008. Prior to that, he served as the Company's Executive Vice President of Product Management from 2005, after serving as Senior Vice President of Strategic Planning from 2004. Mr. Stern joined the Company from Time Warner...

  • Page 55
    .... The information set forth under the caption "Market Risk Management" at pages 80 through 81 herein is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. The consolidated financial statements of TWC and the report of independent registered public accounting firm...

  • Page 56
    ... Officers and Corporate Governance; Executive Compensation; Security 13 and 14. 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...

  • Page 57
    ... 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...

  • Page 58
    ... 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TIME WARNER CABLE INC. By: /s/ GLENN A. BRITT Name: Glenn A. Britt Title: President and Chief Executive Officer Dated: February 20, 2009...

  • Page 59
    ... Statement of Cash Flows ...Consolidated Statement of Shareholders' Equity ...Notes to Consolidated Financial Statements ...Management's Report on Internal Control Over Financial Reporting ...Reports of Independent Registered Public Accounting Firm ...Selected Financial Information ...Quarterly...

  • Page 60
    ... technologically advanced, well-clustered systems located mainly in five geographic areas - New York State (including New York City), the Carolinas, Ohio, southern California (including Los Angeles) and Texas. As of December 31, 2008, TWC served approximately 14.6 million customers who subscribed...

  • Page 61
    ...AND FINANCIAL CONDITION-(Continued) TWC principally offers three services - video, high-speed data and voice - over its broadband cable systems. TWC markets its services separately and in "bundled" packages of multiple services and features. As of December 31, 2008, 54% of TWC's customers subscribed...

  • Page 62
    ...will transfer its 12.43% non-voting common stock interest in TW NY to TWC in exchange for 80 million newly issued shares of TWC's Class A common stock (the "TW NY Exchange"). Following the TW NY Exchange, Time Warner will complete certain additional restructuring steps that will make Time Warner the...

  • Page 63
    ... of the 2008 Bond Offerings. The Company expects to incur additional direct transaction costs and financing costs related to the Separation. In addition, in connection with the Separation Transactions, and as provided for in Time Warner's equity plans, the number of Time Warner stock options and...

  • Page 64
    ... formed by the combination of Sprint Nextel Corporation's ("Sprint") and Clearwire Corp's respective wireless broadband businesses and is focused on deploying the first nationwide fourth-generation wireless network to provide mobile broadband services to wholesale and retail customers. In connection...

  • Page 65
    ...and Hawaii. Sale of Certain Cable Systems In December 2008, the Company sold a group of small cable systems, serving 78,000 basic video subscribers and 126,000 revenue generating units as of November 30, 2008, located in areas outside of the Company's core geographic clusters. The sale price was $54...

  • Page 66
    ... with related equipment rental charges, home networking fees and installation charges. High-speed data revenues also include fees received from certain distributors of TWC's Road RunnerTM high-speed data service (including cable systems managed by the Advance/Newhouse Partnership). High-speed data...

  • Page 67
    ...plus excess tax benefits from the exercise of stock options, less cash provided by (used by) discontinued operations, capital expenditures, partnership distributions and principal payments on capital leases. Management uses Free Cash Flow to evaluate the Company's business. The Company believes this...

  • Page 68
    ... financial statements for a discussion of the accounting standards adopted in 2008 and accounting standards not yet adopted. 2008 vs. 2007 Revenues. Revenues by major category were as follows (in millions): Year Ended December 31, 2008 2007 % Change Subscription: Video ...High-speed data...

  • Page 69
    TIME WARNER CABLE INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued) Selected subscriber-related statistics were as follows (in thousands): 2008 December 31, 2007 % Change Basic video(a) ...Digital video(b) ...Residential high-speed data(c)(d) ......

  • Page 70
    ...Advertising revenues from national, regional and local businesses. Costs of revenues. The major components of costs of revenues were as follows (in millions): Year Ended December 31, 2008 2007 % Change Video programming ...Employee ...High-speed data ...Voice ...Video franchise fees ...Other direct...

  • Page 71
    ... value of its cable franchise rights as a result of its annual impairment testing of goodwill and indefinite-lived intangible assets. See "Critical Accounting Policies-Asset Impairments-Goodwill and Indefinite-lived Intangible Assets" for further details. Loss on sale of cable systems. During 2008...

  • Page 72
    ... the impairment of cable franchise rights and the loss on the sale of cable systems, as discussed above. Excluding these items, minority interest expense, net, increased primarily due to larger profits recorded by TW NY during 2008. Due to pending changes in the ownership structure of the Company as...

  • Page 73
    TIME WARNER CABLE INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued) Income tax provision (benefit). TWC's income tax provision (benefit) has been prepared as if the Company operated as a stand-alone taxpayer for all periods presented. In 2008, the...

  • Page 74
    TIME WARNER CABLE INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued) Revenues. Revenues by major category were as follows (in millions): Year Ended December 31, 2007 2006 % Change Subscription: Video ...High-speed data ...Voice ...Total ...

  • Page 75
    ... total of all basic video, digital video, high-speed data and voice (including circuit-switched telephone service) subscribers. Customer relationships represent the number of subscribers who receive at least one level of service, encompassing video, high-speed data and voice services, without regard...

  • Page 76
    ... and the consolidation of the Kansas City Pool, as well as contractual rate increases and the expansion of service offerings. Average programming costs per basic video subscriber increased 8% to $22.04 per month in 2007 from $20.33 per month in 2006. Employee costs increased primarily due to the...

  • Page 77
    TIME WARNER CABLE INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued) Other direct operating costs increased primarily due to the impact of the Acquired Systems and the consolidation of the Kansas City Pool, as well as certain other increases in ...

  • Page 78
    ...high-speed data revenues), partially offset by higher costs of revenues and selling, general and administrative expenses, as discussed above. Depreciation expense. Depreciation expense increased primarily due to the impact of the Acquired Systems, the consolidation of the Kansas City Pool and demand...

  • Page 79
    ... 2006, the Company recorded a benefit of $2 million, net of tax, as the cumulative effect of a change in accounting principle upon the adoption of Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("Statement") No. 123 (revised 2004), Share-Based Payment ("FAS...

  • Page 80
    TIME WARNER CABLE INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued) (net debt of $13.345 billion), $300 million of TW NY Cable Preferred Membership Units and $24.706 billion of shareholders' equity. The following table shows the significant items ...

  • Page 81
    ...of cable franchise rights ...14,822 Noncash loss on sale of cable systems ...58 Net interest payments(a) ...(707) Pension plan contributions ...(402) Noncash equity-based compensation ...78 Net income taxes paid(b) ...(36) Merger-related and restructuring payments, net of accruals(c) ...(7) Net cash...

  • Page 82
    ... a result of the timing of tax-related payments to Time Warner under the Company's tax sharing arrangement, as well as tax benefits related to the Adelphia/Comcast Transactions) and a decrease in pension plan contributions, which were partially offset by a change in working capital requirements, an...

  • Page 83
    ...a customer's home or business for the purpose of receiving/sending video, high-speed data and/or voice signals. Such equipment typically includes digital (including highdefinition) set-top boxes, remote controls, high-speed data modems, telephone modems and the costs of installing such new equipment...

  • Page 84
    ... and commercial paper program, repayment of matured long-term debt as previously discussed, and debt issuance costs relating to the 2008 Bond Offerings and the 2008 Bridge Facility. Cash used by financing activities for 2007 included net repayments under the Company's debt obligations and payments...

  • Page 85
    ... ...5,300 Add: Excess tax benefit from exercise of stock options ...- Less: Capital expenditures from continuing operations ...(3,522) Partnership tax distributions, stock option distributions and principal payments on capital leases of continuing operations ...(5) Free Cash Flow ...$ 1,773 $ 4,563...

  • Page 86
    TIME WARNER CABLE INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued) Outstanding Debt and Mandatorily Redeemable Preferred Equity and Available Financial Capacity Debt and mandatorily redeemable preferred equity as of December 31, 2008 and 2007 ...

  • Page 87
    ... rights to various assets and services to be used in the normal course of operations. For example, the Company is contractually committed to make certain minimum lease payments for the use of property under operating lease agreements. In accordance with applicable accounting rules, the future rights...

  • Page 88
    ... debt obligations and TW NY Cable Preferred Membership Units(b) ...1 Interest and dividends(c) ...1,078 Facility leases(d) ...110 Data processing services ...48 40 High-speed data connectivity(e) ...Digital Phone connectivity(f) ...453 Set-top box and modem purchases ...175 Other ...146 Total...

  • Page 89
    TIME WARNER CABLE INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued) operations), Comedy Central (which was subsequently sold) and the Courtroom Television Network (d/b/a truTV effective January 1, 2008) (collectively, the "Non-cable Businesses"). ...

  • Page 90
    ... to make cash distributions to Time Warner when employees of the Company exercise previously issued Time Warner stock options. For more information, see "Market Risk Management-Equity Risk" below. MARKET RISK MANAGEMENT Market risk is the potential gain/loss arising from changes in market rates and...

  • Page 91
    ... in subsequent accounting periods based on changes in the quoted market prices for Time Warner's common stock. As of December 31, 2008, TWC had no stock option distributions payable to Time Warner. See Note 12 to the accompanying consolidated financial statements. CRITICAL ACCOUNTING POLICIES AND...

  • Page 92
    ... based on assumed growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and...

  • Page 93
    ...remaining value of the cable franchise rights by unit of accounting as of December 31, 2008, is as follows (in millions): Balance as of December 31, 2007 Impairment Other Activity Balance as of December 31, 2008 West...New York City ...Texas ...Midwest ...Carolinas ...Upstate New York...Kansas City...

  • Page 94
    ... discount rate to be applied in determining estimated fair value. In 2008, there were no significant long-lived asset impairments. However, as a result of the impairment of cable franchise rights recorded during 2008, the Company determined a triggering event had occurred and tested certain customer...

  • Page 95
    ... are generally multi-year agreements that provide for the Company to make payments to the programming vendors at agreed upon market rates based on the number of subscribers to which the Company provides the programming service. If a programming contract expires prior to the parties' entry into a new...

  • Page 96
    ... rate of 25 basis points while holding all other assumptions constant would have resulted in an increase in the Company's domestic pension expense of approximately $4 million in 2008. Property, Plant and Equipment TWC incurs expenditures associated with the construction of its cable systems. Costs...

  • Page 97
    ..., the Company operates in a highly competitive, consumer and technology-driven and rapidly changing business. The Company's business is affected by government regulation, economic, strategic, political and social conditions, consumer response to new and existing products and services, technological...

  • Page 98
    ... WARNER CABLE INC. CONSOLIDATED BALANCE SHEET December 31, 2008 (in millions) 2007 ASSETS Current assets: Cash and equivalents ...Receivables, less allowances of $90 million and $87 million as of December 31, 2008 and 2007, respectively ...Receivables from affiliated parties ...Deferred income tax...

  • Page 99
    TIME WARNER CABLE INC. CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2008 2007 2006 (in millions, except per share data) Revenues: Subscription: Video ...High-speed data ...Voice ...Total Subscription ...Advertising ...Total revenues(a) ...Costs and expenses: Costs of revenues(a)(b) ...

  • Page 100
    TIME WARNER CABLE INC. CONSOLIDATED STATEMENT OF CASH FLOWS 2008 Year Ended December 31, 2007 (in millions) 2006 OPERATING ACTIVITIES Net income (loss)(a) ...Adjustments for noncash and nonoperating items: Cumulative effect of accounting change, net of tax ...Depreciation and amortization ......

  • Page 101
    ... the change in TWC's accrued liability payable to Time Warner Inc. for vested employee stock options, as well as other amounts pursuant to accounting for equity-based compensation plans. The amount relates to the impact of adopting the provisions of Emerging Issues Task Force ("EITF") Issue No...

  • Page 102
    ... technologically advanced, well-clustered systems located mainly in five geographic areas - New York State (including New York City), the Carolinas, Ohio, southern California (including Los Angeles) and Texas. As of December 31, 2008, TWC served approximately 14.6 million customers who subscribed...

  • Page 103
    ... administrative services, including selected tax, human resources, legal, information technology, treasury, financial, public policy and corporate and investor relations services, and approximate Time Warner's estimated cost for services rendered. In accordance with Financial Accounting Standards...

  • Page 104
    TIME WARNER CABLE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Accounting for Postretirement Benefit Aspects of Split-Dollar Life Insurance Arrangements On January 1, 2008, the Company adopted the provisions of EITF Issue No. 06-10, Accounting for Collateral Assignment Split-Dollar ...

  • Page 105
    ... are readily convertible into cash and have original maturities of three months or less. Cash equivalents are carried at cost, which approximates fair value. The Company invests its cash and equivalents in a combination of money market, government and treasury funds, as well as bank certificates of...

  • Page 106
    ... of its cable systems. Costs associated with the construction of the cable transmission and distribution facilities and new cable service installations are capitalized. With respect to certain customer premise equipment, which includes settop boxes and high-speed data and telephone cable modems, TWC...

  • Page 107
    ... based on assumed growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and...

  • Page 108
    ...remaining value of the cable franchise rights by unit of accounting as of December 31, 2008, is as follows (in millions): Balance as of December 31, 2007 Impairment Other Activity Balance as of December 31, 2008 West...New York City ...Texas ...Midwest ...Carolinas ...Upstate New York...Kansas City...

  • Page 109
    ... discount rate to be applied in determining estimated fair value. In 2008, there were no significant long-lived asset impairments. However, as a result of the impairment of cable franchise rights recorded during 2008, the Company determined a triggering event had occurred and tested certain customer...

  • Page 110
    ...and SEC Staff Accounting Bulletin ("SAB") No. 107, Share-Based Payment. Because the option-pricing model requires the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the Time Warner stock options granted to TWC employees. Time Warner determines the...

  • Page 111
    ... purchase bundled services at a discounted rate are allocated to each product in a pro-rata manner based on the individual product's determined fair value. Installation revenues obtained from subscriber service connections are recognized in accordance with FASB Statement No. 51, Financial Reporting...

  • Page 112
    ..., the Company recognizes revenue on a straight-line basis over the term of the agreement. For example, the Company sells video, high-speed data and voice services to subscribers in a bundled package at a rate lower than if the subscriber purchases each product on an individual basis. Subscription...

  • Page 113
    ...the new or amended programming contract. Gross Versus Net Revenue Recognition In the normal course of business, the Company acts as or uses an intermediary or agent in executing transactions with third parties. The accounting issue presented by these arrangements is whether the Company should report...

  • Page 114
    ... management determines that it is more likely than not that some portion or all of the deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. The Company made cash tax payments to Time Warner of $9 million in 2008...

  • Page 115
    ... foreign currency exchange rates related to forecasted payments denominated in the Philippine peso made to vendors who provide Road RunnerTM customer care support services. 2006 activity primarily reflects the adoption of FASB Statement No. 158, Employers' Accounting for Defined Benefit Pension and...

  • Page 116
    ... stock, par value $0.01 per share (the "TWC Common Stock") (the "Recapitalization"). Once the TW NY Exchange, the TW Internal Restructuring, the payment of the Special Dividend and the Recapitalization have been completed, TWC's separation from Time Warner (the "Separation") will proceed in the form...

  • Page 117
    ... and the parent of TW NY Cable, in exchange for a 12.43% non-voting common stock interest in TW NY having an equivalent fair value. The systems acquired in connection with the Adelphia/Comcast Transactions have been included in the consolidated financial statements since the closing of the Adelphia...

  • Page 118
    TIME WARNER CABLE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 6. SALE OF CERTAIN CABLE SYSTEMS In December 2008, the Company sold a group of small cable systems, serving 78,000 basic video subscribers and 126,000 revenue generating units as of November 30, 2008, located in areas ...

  • Page 119
    ... relating to a material adverse change in the financial condition or results of operations of Time Warner or TWC. Borrowings under the Revolving Credit Facility may be used for general corporate purposes, and unused credit is available to support borrowings under TWC's commercial paper program...

  • Page 120
    ...to use the net cash proceeds from any subsequent incurrence of debt (other than an incurrence of debt under the Revolving Credit Facility and its existing commercial paper program), issuance of equity securities and asset sale to prepay amounts outstanding under the 2008 Bridge Facility. The Company...

  • Page 121
    ... limited exceptions, TWC will be required to use the net cash proceeds from any incurrence of debt (other than an incurrence of debt under the Revolving Credit Facility and its existing commercial paper program), issuance of equity securities and asset sale to prepay amounts outstanding under the...

  • Page 122
    ... is not paid, the Company will use the remainder of the net proceeds from the 2008 Bond Offerings for general corporate purposes, including repayment of indebtedness. The 2008 Debt Securities are guaranteed by TWE and TW NY (the "Guarantors"). The 2008 Debt Securities were issued pursuant to the...

  • Page 123
    ... and 50 basis points for each of the February 2014 Notes and the February 2019 Notes as further described in the Indenture and the 2008 Debt Securities, plus, in each case, accrued but unpaid interest to the redemption date. 2007 Bond Offering On April 9, 2007, the Company issued $5.0 billion in...

  • Page 124
    ...the sum of the present values of the remaining scheduled payments on the 2007 Debt Securities discounted to the redemption date on a semi-annual basis at a government treasury rate plus 20 basis points for the 2012 Notes, 30 basis points for the 2017 Notes and 35 basis points for the 2037 Debentures...

  • Page 125
    ...Units") to a limited number of third parties. The TW NY Cable Preferred Membership Units pay cash dividends at an annual rate equal to 8.21% of the sum of the liquidation preference thereof and any accrued but unpaid dividends thereon, on a quarterly basis. The TW NY Cable Preferred Membership Units...

  • Page 126
    TIME WARNER CABLE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table sets forth the calculation of the TW Leverage Ratio for the year ended December 31, 2008 (in millions, except ratio): Total debt as defined by the Shareholder Agreement, as amended ...TW NY Cable ...

  • Page 127
    TIME WARNER CABLE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Information relating to the restructuring costs is as follows (in millions): Employee Terminations Other Exit Costs Total Remaining liability as of December 31, 2006 ...$ Accruals ...Cash paid ...Remaining liability as of...

  • Page 128
    ... formed by the combination of Sprint Nextel Corporation's ("Sprint") and Clearwire Corp's respective wireless broadband businesses and is focused on deploying the first nationwide fourth-generation wireless network to provide mobile broadband services to wholesale and retail customers. In connection...

  • Page 129
    .... TWC received certain cable assets located in Kansas City, south and west Texas and New Mexico (the "Kansas City Pool"), which served approximately 788,000 basic video subscribers as of December 31, 2006, and Comcast received the pool of assets consisting of the Houston cable systems (the "Houston...

  • Page 130
    TIME WARNER CABLE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Significant components of TWC's deferred income tax liabilities, net, are as follows (in millions): December 31, 2008 2007 Equity-based compensation...Investments ...Other ...Valuation allowances(a) ... ... $ 161 152 449...

  • Page 131
    .... TWC recognizes compensation expense for the fair value of such awards according to the provisions of FASB Statement No. 123 (revised 2004), Share-Based Payment. Time Warner has not granted Time Warner Equity Awards to employees of TWC since TWC Class A common stock began to trade publicly in March...

  • Page 132
    ... 31, 2008, the number, weighted-average exercise price, aggregate intrinsic value and weighted-average remaining contractual term of Time Warner stock options vested and expected to vest approximate amounts for options outstanding. Total unrecognized compensation cost related to unvested Time Warner...

  • Page 133
    ... A common stock are issued from authorized but unissued shares. In connection with the Special Dividend, and as provided for in the Company's equity plans and related award agreements, the number and the exercise prices of outstanding TWC stock options will be adjusted to maintain the fair value of...

  • Page 134
    ...vest approximate amounts for options outstanding. As of December 31, 2008, 79 million shares were available for future grants of TWC stock options. Total unrecognized compensation cost related to unvested TWC stock options as of December 31, 2008, without taking into account expected forfeitures, is...

  • Page 135
    ...): 2008 Year Ended December 31, 2007 2006 Time Warner Equity Plans: Compensation cost recognized: Stock options ...$ Restricted stock and restricted stock units ...Total impact on Operating Income (Loss) ...$ Tax benefit recognized ...$ TWC Equity Plans: Compensation cost recognized: Stock options...

  • Page 136
    TIME WARNER CABLE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) uses a December 31 measurement date for its plans. A summary of activity for the defined benefit pension plans is as follows (in millions): December 31, 2008 2007 Change in Benefit Obligation: Projected benefit obligation...

  • Page 137
    ...% 4.50% Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31, 2008, 2007 and 2006 are as follows: 2008 Year Ended December 31, 2007 2006 Discount rate...Expected long-term return on plan assets ...Rate of compensation increase ...(a) 6.00% 8.00...

  • Page 138
    ...management strategies. After considering the funded status of the Company's defined benefit pension plans, movements in the discount rate, investment performance and related tax consequences, the Company may choose to make contributions to its pension plans in any given year. As of December 31, 2008...

  • Page 139
    TIME WARNER CABLE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) will continue to be made to the extent benefits are paid. Benefit payments for the unfunded plan are expected to be $11 million in 2009. Benefit payments for the Company's defined benefit pension plans, including the ...

  • Page 140
    ...Revenues: Advertising ...$ AOL broadband subscriptions ...Road Runner revenues from TWC's unconsolidated cable television systems joint ventures(a) ...Other ...Total ...$ Costs of revenues: Programming services provided by subsidiaries of Time Warner and affiliates ...$ Programming services provided...

  • Page 141
    ...represented Time Warner's best estimate of the fair value of the other content acquired by the Time Warner subsidiary at the time the agreements were executed. Under this arrangement, the Time Warner subsidiary makes periodic payments to TWC that are classified as a reduction of programming costs in...

  • Page 142
    ... the Company's liquidity and cash flows in future periods. 2009 20102011 20122013 (in millions) 2014 and thereafter Total Programming purchases(a) ...Facility leases(b) ...Data processing services ...High-speed data connectivity(c) ...Digital Phone connectivity(d) ...Set-top box and modem purchases...

  • Page 143
    ...on a "bundled" basis to the distributor defendants, who in turn purportedly offer that programming to subscribers in packaged tiers, rather than on a per channel (or "Ã la carte") basis. Plaintiffs, who seek to represent a purported nationwide class of cable and satellite subscribers, demand, among...

  • Page 144
    ... filed a complaint in the U.S. District Court for the Eastern District of Texas alleging that the Company infringes several patents purportedly related to "high-speed cable modem internet products and services." In each of these cases, the plaintiff is seeking unspecified monetary damages as well...

  • Page 145
    ... (690) (646) December 31, 2008 2007 Accrued interest ...Accrued compensation and benefits ...Accrued franchise fees ...Accrued insurance ...Accrued sales and other taxes ...Accrued advertising and marketing support ...Other accrued expenses ...Total other current liabilities ... $ 368 297 181 139...

  • Page 146
    ... WARNER CABLE INC. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). The Company's internal...

  • Page 147
    ... Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Time Warner Cable Inc.'s internal control over financial reporting as of December 31, 2008...

  • Page 148
    ... PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Time Warner Cable Inc. We have audited Time Warner Cable Inc.'s (the "Company") internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued...

  • Page 149
    ... financial statements or elsewhere herein. 2008 Year Ended December 31, 2007 2006 2005 (in millions, except per share data) 2004 Selected Operating Statement Information:(a) Revenues: Video ...High-speed data ...Voice ...Advertising...Total revenues ...Total costs and expenses(b) ...Operating...

  • Page 150
    ... impairment on cable franchise rights as a result of the Company's annual impairment testing and a $58 million loss on the sale of cable systems. Total costs and expenses and Operating Income (Loss) also include restructuring costs of $15 million in 2008 and merger-related and restructuring costs of...

  • Page 151
    TIME WARNER CABLE INC. QUARTERLY FINANCIAL INFORMATION (Unaudited) March 31, Quarters Ended June 30, September, 30 December 31, (in millions, except per share data) 2008(a) Revenues: Subscription ...Advertising ...Total revenues ...Operating Income (Loss) ...Net income (loss) ...Basic and diluted ...

  • Page 152
    ...by the Parent Company in its 2007 registered exchange offer and its 2008 public offerings. The Parent Company owns 100% of the voting interests, directly or indirectly, of both TWE and TW NY. The Securities and Exchange Commission's rules require that condensed consolidating financial information be...

  • Page 153
    TIME WARNER CABLE INC. SUPPLEMENTARY INFORMATION CONDENSED CONSOLIDATING FINANCIAL STATEMENTS-(Continued) Consolidating Balance Sheet December 31, 2008 Parent Company Guarantor Subsidiaries NonGuarantor Subsidiaries Eliminations (in millions) TWC Consolidated ASSETS Current assets: Cash and ...

  • Page 154
    TIME WARNER CABLE INC. SUPPLEMENTARY INFORMATION CONDENSED CONSOLIDATING FINANCIAL STATEMENTS-(Continued) Consolidating Balance Sheet December 31, 2007 Parent Company Guarantor Subsidiaries NonGuarantor Subsidiaries Eliminations (in millions) TWC Consolidated ASSETS Current assets: Cash and ...

  • Page 155
    TIME WARNER CABLE INC. SUPPLEMENTARY INFORMATION CONDENSED CONSOLIDATING FINANCIAL STATEMENTS-(Continued) Consolidating Statement of Operations Year Ended December 31, 2008 Parent Company Guarantor Subsidiaries NonGuarantor Subsidiaries (in millions) TWC Consolidated Eliminations Revenues ...Costs...

  • Page 156
    TIME WARNER CABLE INC. SUPPLEMENTARY INFORMATION CONDENSED CONSOLIDATING FINANCIAL STATEMENTS-(Continued) Consolidating Statement of Operations Year Ended December 31, 2007 Parent Company Guarantor Subsidiaries NonGuarantor Subsidiaries (in millions) TWC Consolidated Eliminations Revenues ...Costs...

  • Page 157
    TIME WARNER CABLE INC. SUPPLEMENTARY INFORMATION CONDENSED CONSOLIDATING FINANCIAL STATEMENTS-(Continued) Consolidating Statement of Operations Year Ended December 31, 2006 Parent Company Guarantor Subsidiaries NonGuarantor Subsidiaries (in millions) TWC Consolidated Eliminations Revenues ...Costs...

  • Page 158
    TIME WARNER CABLE INC. SUPPLEMENTARY INFORMATION CONDENSED CONSOLIDATING FINANCIAL STATEMENTS-(Continued) Consolidating Statement of Cash Flows Year Ended December 31, 2008 Parent Company Guarantor Subsidiaries NonGuarantor Subsidiaries Eliminations (in millions) TWC Consolidated OPERATING ...

  • Page 159
    TIME WARNER CABLE INC. SUPPLEMENTARY INFORMATION CONDENSED CONSOLIDATING FINANCIAL STATEMENTS-(Continued) Consolidating Statement of Cash Flows Year Ended December 31, 2007 Parent Company Guarantor Subsidiaries NonGuarantor Subsidiaries Eliminations (in millions) TWC Consolidated OPERATING ...

  • Page 160
    TIME WARNER CABLE INC. SUPPLEMENTARY INFORMATION CONDENSED CONSOLIDATING FINANCIAL STATEMENTS-(Continued) Consolidating Statement of Cash Flows Year Ended December 31, 2006 Parent Company Guarantor Subsidiaries NonGuarantor Subsidiaries Eliminations (in millions) TWC Consolidated OPERATING ...

  • Page 161
    TIME WARNER CABLE INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Balance at Beginning of Period Additions Charged to Costs and Expenses(a) Deductions (in millions) Balance at End of Period Year Ended December 31, 2008: Allowance for doubtful accounts ...Year Ended December 31, 2007: Allowance...

  • Page 162
    ... Historic TW, TWE, TW NY Cable Holding Inc. ("TW NY Holding"), Time Warner NY Cable LLC ("TW NY"), the Company, WCI, ATC and the Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner's Current Report on Form 8-K dated October 18, 2006 (File No. 1-15062)). i

  • Page 163
    ... Agents, and BNP Paribas Securities Corp. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch, as Tranche II Joint-Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated June 30, 2008 and filed with the SEC on...

  • Page 164
    ... TWE, Advance Publications, Inc. ("Advance Publications"), Newhouse Broadcasting Corporation ("Newhouse"), Advance/Newhouse Partnership and Time Warner Entertainment-Advance/Newhouse Partnership ("TWE-A/N") (incorporated herein by reference to Exhibit 10(a) to TWE's Current Report on Form 8-K dated...

  • Page 165
    ... December 18, 2003, by and between Kansas City Cable Partners and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.6 to the TWC February 13, 2007 Form 8-K). Separation Agreement, dated May 20, 2008, among Time Warner, the Company, TWE, TW NY Holding, WCI, Historic TW and ATC...

  • Page 166
    ...'s Current Report on Form 8-K dated April 27, 2005 (File No. 1-15062). Amendment No. 1, dated May 20, 2008, to Shareholder Agreement dated April 20, 2005, between Time Warner and the Company (incorporated herein by reference to Exhibit 10.3 to the TWC June 30, 2008 Form 10-Q). Registration Rights...

  • Page 167
    ... Trust, Time Warner Cable Information Services (Kansas), LLC, Time Warner Cable Information Services (Missouri), LLC, Time Warner Information Services (Texas), L.P., Time Warner Cable/Comcast Kansas City Advertising, LLC, TCP/Comcast Las Cruces Cable Advertising, LP, TCP Security Company LLC, TCP...

  • Page 168
    ... Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Filed herewith. This certification will not be deemed "filed" for purposes of Section 18 of the Securities Exchange...

  • Page 169
    ... events, educational programs and charitable donations focused on strengthening our communities. Currently, we are embarking on a giving strategy that will help make an even greater and more lasting social impact on our communities and our country. Time Warner Cable has pledged $100 million of cash...

  • Page 170
    ... Government Relations Officer Robert D. Marcus Senior Executive Vice President & Chief Financial Officer Peter C. Stern Executive Vice President & Chief Strategy Officer Comparison of Cumulative Total Returns $120 $100 $ 80 $ 60 ឣ Time Warner Cable Inc. áŸ" S&P 500 Index Ɂ Peer Group...

  • Page 171
    ... Copies of Time Warner Cable Inc.'s financial information, such as this Annual Report to Stockholders, Annual Report on Form 10-K filed with the SEC, Quarterly Reports on Form 10-Q, and Proxy Statement, may be ordered, viewed or downloaded on the company's website: www.timewarnercable.com/investors...

  • Page 172
    Garth Director of Finance Breeanna Electronic Support Paul Field Operations Supervisor Time Warner Cable Inc. 60 Columbus Circle New York, NY 10023 212.364.8200 www.timewarnercable.com NYSE: TWC Stev St e en n Se S eni n or or O Ope pera pe rati tion io on ns Ma Man na age gr Greg Field ...