Exhibit 99.1

TIME WARNER CABLE REPORTS

2014 SECOND-QUARTER RESULTS

Best Second-Quarter Subscriber Performance in Years

Strong Sequential Revenue and ARPU Growth

“TWC Maxx” Rollout Accelerated to Include Austin, Texas in 2014

***

NEW YORK, July 31, 2014 – Time Warner Cable Inc. (NYSE: TWC) today reported financial results for its second quarter ended June 30, 2014.

Time Warner Cable Chairman and CEO Rob Marcus said: “Time Warner Cable posted another very good quarter. We delivered the best second-quarter subscriber volumes in years, accelerated ARPU growth and made terrific progress on our strategic and operating initiatives. I want to commend our team for remaining laser focused on executing our operating plan, while at the same time working hard to complete our merger with Comcast.”

SELECTED CONSOLIDATED FINANCIAL RESULTS

 

 

 

(in millions, except per share data; unaudited)		2nd Quarter																Year-to-Date 6/30
										Change																Change
		2014				2013				$				%				2014				2013				$				%
Revenue		$	5,726			$	5,550			$	176				3.2%			$	11,308			$	11,025			$	283				2.6%
Adjusted OIBDA(a)		$	2,054			$	2,037			$	17				0.8%			$	4,034			$	3,949			$	85				2.2%
Operating Income(b)		$	1,163			$	1,187			$	(24)				(2.0%)			$	2,255			$	2,247			$	8				0.4%
Diluted EPS(c)		$	1.76			$	1.64			$	0.12				7.3%			$	3.46			$	2.98			$	0.48				16.1%
Adjusted Diluted EPS(a)		$	1.89			$	1.69			$	0.20				11.8%			$	3.68			$	3.10			$	0.58				18.7%
Cash provided by operating activities(b)		$	1,695			$	1,551			$	144				9.3%			$	3,092			$	2,945			$	147				5.0%
Capital expenditures		$	1,240			$	827			$	413				49.9%			$	2,074			$	1,597			$	477				29.9%
Free Cash Flow(a)(b)		$	459			$	732			$	(273)				(37.3%)			$	1,088			$	1,393			$	(305)				(21.9%)

 

 

(a)	Refer to Note 4 to the accompanying consolidated financial statements for definitions of Adjusted OIBDA, Adjusted Diluted EPS and Free Cash Flow and below for reconciliations.

(b)

Operating Income is reduced by merger-related and restructuring costs of $61 million and $27 million for the second quarters of 2014 and 2013, respectively, and $141 million and $58 million for the six months ended June 30, 2014 and 2013, respectively. Cash provided by operating activities and Free Cash Flow are reduced by merger-related and restructuring payments of $29 million and $35 million for the second quarters of 2014 and 2013, respectively, and $87 million and $64 million for the six months ended June 30, 2014 and 2013, respectively.

(c)	Diluted EPS represents net income per diluted common share attributable to TWC common shareholders.

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HIGHLIGHTS

Financial Highlights

 

•

Second-quarter 2014 revenue grew 3.2% year over year, driven primarily by growth of 22.3% in business services revenue and 12.8% growth in residential high-speed data revenue. Sequential quarterly revenue growth of $144 million was the highest organic growth in seven years.

•

Adjusted Diluted EPS increased 11.8% to $1.89. Diluted EPS increased 7.3% to $1.76.

•

Second-quarter 2014 average monthly revenue per residential customer relationship (ARPU) grew 1.7% to $106.98. Residential high-speed data ARPU increased 9.7% to $46.92.

Operational Highlights

 

•

Overall second-quarter subscriber performance was the best in years.

¡

Residential customer relationship net declines of 34,000 – best second quarter in five years

¡

Residential triple play net additions of 42,000 – best second quarter in two years

¡

Residential high-speed data net additions of 67,000 – best second quarter in four years

¡

Residential voice net additions of 79,000 – best second quarter in five years

¡

Residential video net declines of 152,000 – best second quarter in three years

¡

Business primary service unit and customer relationship net additions of 37,000 and 21,000, respectively – highest quarter ever

•

“TWC Maxx” rollout, including conversion to an all-digital network and high-speed data speed increases to as much as 300 Mbps, continues to progress in New York City and Los Angeles and has recently begun in Austin, Texas.

•

TWC’s cloud-based guide with an advanced VOD portal was installed on 5.8 million set-top boxes at the end of the second quarter.

•

Business Services continued to benefit from the addition of buildings and cell towers to the network, expansion of the sales force and improved sales rep productivity.

•

The Company accelerated its pace of investment in advanced set-top boxes, cable modems capable of supporting TWC Maxx speeds, expanded VOD capacity and network reliability.

CHANGES IN BASIS OF PRESENTATION

Effective in the first quarter of 2014, the Company determined it has three reportable segments: Residential Services, Business Services and Other Operations. Additionally, during the first quarter of 2014, the Company revised its categorization of operating costs and expenses to be consistent with how such costs and expenses are presented to management and to provide a more meaningful presentation. The Company has recast its financial information and disclosures for the prior periods to include (i) disclosure of segment results, which are discussed further below in “Detailed Segment Results” and Note 3 to the accompanying consolidated financial statements, and (ii) the revised categorization of operating costs and expenses, which had no impact on total operating costs and expenses, Operating Income or net income attributable to TWC shareholders for any period presented.

 

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CONSOLIDATED REVENUE AND PROFITABILITY RESULTS

Revenue for the second quarter of 2014 increased 3.2% year over year as a result of revenue growth at all segments.

Adjusted Operating Income before Depreciation and Amortization (“Adjusted OIBDA”) for the second quarter of 2014 increased 0.8% driven by revenue growth, partially offset by a 4.5% year-over-year increase in operating expenses.

 

 

 

(in millions; unaudited)		2nd Quarter																Year-to-Date 6/30
										Change																Change
		2014				2013				$				%				2014				2013				$				%
Operating costs and expenses:
Programming and content		$	1,341			$	1,234			$	107				8.7%			$	2,650			$	2,509			$	141				5.6%
Sales and marketing			544				496				48				9.7%				1,099				969				130				13.4%
Technical operations			371				363				8				2.2%				742				735				7				1.0%
Customer care			207				187				20				10.7%				412				384				28				7.3%
Other operating			1,209				1,233				(24)				(1.9%)				2,371				2,479				(108)				(4.4%)
Total operating costs and expenses		$	3,672			$	3,513			$	159				4.5%			$	7,274			$	7,076			$	198				2.8%

 

 

The increase in operating expenses was primarily due to the following (each of which is discussed further below under “Detailed Segment Results”):

•

increased programming and content costs associated with SportsNet LA, a regional sports network carrying the Los Angeles Dodgers’ baseball games and other sports programming, at the Residential Services and Other Operations segments;

•

higher third-party programming costs at the Residential Services segment;

•

growth in sales and marketing costs at the Business Services and Residential Services segments;

•

higher customer care costs at the Residential Services segment; and

•

growth in costs associated with advertising inventory sold on behalf of other video distributors at the Other Operations segment;

•

partially offset by a decline in voice costs at the Residential Services and Business Services segments.

The growth in total operating costs and expenses was reduced by a $27 million decrease in pension expense.

Operating Income for the second quarter of 2014 decreased 2.0% primarily due to higher merger-related and restructuring costs, partially offset by higher Adjusted OIBDA. Merger-related and restructuring costs for the second quarter of 2014 included Comcast merger-related costs of $49 million (employee retention costs of $40 million and advisory and legal fees of $9 million), DukeNet Communications merger-related costs of $3 million and restructuring costs primarily associated with employee terminations and other exit costs of $9 million.

 

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DETAILED SEGMENT RESULTS

Residential Services

Residential Services revenue increased as a result of an increase in high-speed data revenue, partially offset by decreases in video and voice revenue.

•

Residential video revenue decreased primarily due to a year-over-year decline in video subscribers, partially offset by an increase in average revenue per subscriber as a result of price increases.

•

The growth in residential high-speed data revenue was the result of an increase in average revenue per subscriber, primarily due to increases in prices and equipment rental charges and a greater percentage of subscribers purchasing higher-priced tiers of service, as well as growth in high-speed data subscribers.

•

Residential voice revenue decreased due to lower average revenue per subscriber.

Selected Residential Services Financial Results

 

 

 

(in millions; unaudited)		2nd Quarter																Year-to-Date 6/30
										Change																Change
		2014				2013				$				%				2014				2013				$				%
Revenue:
Video		$	2,546			$	2,674			$	(128)				(4.8%)			$	5,041			$	5,345			$	(304)				(5.7%)
High-speed data			1,606				1,424				182				12.8%				3,164				2,830				334				11.8%
Voice			490				517				(27)				(5.2%)				986				1,036				(50)				(4.8%)
Other			20				17				3				17.6%				39				32				7				21.9%
Total revenue		$	4,662			$	4,632			$	30				0.6%			$	9,230			$	9,243			$	(13)				(0.1%)
Adjusted OIBDA(a)		$	2,192			$	2,200			$	(8)				(0.4%)			$	4,324			$	4,371			$	(47)				(1.1%)

 

 

(a)	Refer to Note 4 to the accompanying consolidated financial statements for a definition of Adjusted OIBDA.

The slight decrease in Adjusted OIBDA was driven by a 1.6% increase in operating costs, partially offset by the increase in revenue discussed above. The increase in operating costs was the result of increases in programming costs, sales and marketing costs and customer care costs, partially offset by lower other operating costs.

 

•

Programming costs (which include intercompany expense from the Other Operations segment for programming costs associated with the Company’s Los Angeles Lakers’ regional sports networks, local sports, news and lifestyle channels and, beginning in 2014, SportsNet LA) grew 3.9% to $1.3 billion primarily due to an increase in average monthly programming costs per video subscriber, partially offset by a decline in video subscribers. Average monthly programming costs per residential video subscriber grew 10.8% year over year to $38.29 for the second quarter of 2014, primarily driven by contractual rate increases and the carriage of SportsNet LA.

•

Sales and marketing costs increased 5.4% to $353 million primarily due to headcount growth and higher compensation costs per employee, including customer retention.

•

Customer care costs increased 9.4% to $174 million primarily due to higher employee costs.

•

Other operating costs decreased 15.9% to $217 million primarily due to declines in voice costs, partially offset by higher bad debt expense. Voice costs decreased $63 million primarily due to the in-sourcing of voice transport, switching and interconnection services.

 

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Residential Services Subscriber Metrics

 

 

 

(in thousands)		3/31/2014				Net Additions (Declines)(a)				6/30/2014
Video			11,163				(152)				11,011
High-speed data			11,358				67				11,415
Voice			4,913				79				4,975
Single play			5,695				(20)				5,656
Double play			4,772				(56)				4,712
Triple play			4,065				42				4,107
Customer relationships			14,532				(34)				14,475

 

 

For definitions related to the Company’s subscriber metrics, refer to the Trending Schedules posted on the Company’s website at www.twc.com/investors.

(a)

During the second quarter of 2014, the Company recorded adjustments related to the treatment of employee accounts that decreased residential high-speed data subscribers by 10,000, residential voice subscribers by 17,000, residential single play subscribers by 19,000, residential double play subscribers by 4,000 and residential customer relationships by 23,000. The adjustments are reflected in the Company’s subscriber numbers as of June 30, 2014; however, they are not reflected in net additions (declines) for the second quarter of 2014.

Business Services

Business Services revenue growth was primarily due to increases in high-speed data and voice subscribers, organic growth in cell tower backhaul revenue and $29 million of revenue from DukeNet, which was acquired on December 31, 2013.

Selected Business Services Financial Results

 

 

 

(in millions; unaudited)		2nd Quarter																Year-to-Date 6/30
										Change																Change
		2014				2013				$				%				2014				2013				$				%
Revenue:
Video		$	90			$	87			$	3				3.4%			$	179			$	171			$	8				4.7%
High-speed data			331				268				63				23.5%				637				524				113				21.6%
Voice			123				102				21				20.6%				241				198				43				21.7%
Wholesale transport			97				61				36				59.0%				198				116				82				70.7%
Other			50				47				3				6.4%				104				93				11				11.8%
Total revenue		$	691			$	565			$	126				22.3%			$	1,359			$	1,102			$	257				23.3%
Adjusted OIBDA(a)		$	409			$	326			$	83				25.5%			$	811			$	638			$	173				27.1%

 

 

(a)	Refer to Note 4 to the accompanying consolidated financial statements for a definition of Adjusted OIBDA.

The increase in Adjusted OIBDA was driven by growth in revenue, partially offset by an 18.0% increase in operating costs, primarily as a result of an increase in sales and marketing costs due to increased headcount and higher compensation costs per employee, as well as costs associated with DukeNet. This increase was partially offset by lower voice costs due to the in-sourcing of voice transport, switching and interconnection services.

 

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Business Services Subscriber Metrics

 

 

 

(in thousands)		3/31/2014				Net Additions				6/30/2014
Video			196				5				201
High-speed data			531				19				550
Voice			289				13				302
Single play			328				8				336
Double play			239				10				249
Triple play			70				3				73
Customer relationships			637				21				658

 

 

For definitions related to the Company’s subscriber metrics, refer to the Trending Schedules posted on the Company’s website at www.twc.com/investors.

Other Operations

Advertising revenue increased primarily due to growth in political advertising revenue. Other revenue increased primarily due to affiliate fees from the Residential Services segment as well as other distributors of the Los Angeles regional sports networks.

Selected Other Operations Financial Results

 

 

 

(in millions; unaudited)		2nd Quarter																Year-to-Date 6/30
										Change																Change
		2014				2013				$				%				2014				2013				$				%
Revenue:
Advertising		$	272			$	260			$	12				4.6%			$	519			$	488			$	31				6.4%
Other			164				143				21				14.7%				317				292				25				8.6%
Total revenue		$	436			$	403			$	33				8.2%			$	836			$	780			$	56				7.2%
Adjusted OIBDA(a)		$	173			$	234			$	(61)				(26.1%)			$	346			$	399			$	(53)				(13.3%)

 

 

(a)	Refer to Note 4 to the accompanying consolidated financial statements for a definition of Adjusted OIBDA.

The decrease in Adjusted OIBDA was driven by a 55.6% increase in operating costs, primarily related to SportsNet LA content costs and growth in costs associated with advertising inventory sold on behalf of other video distributors, partially offset by growth in revenue.

Shared Functions

Operating costs associated with broad “corporate” functions (e.g., accounting and finance, information technology, executive management, legal and human resources) or functions supporting more than one reportable segment that are centrally managed (e.g., facilities, network operations, vehicles and procurement) as well as other activities not directly attributable to a reportable segment decreased 0.4% year over year to $720 million for the second quarter of 2014. This decrease was driven by operating efficiencies, including decreased headcount.

 

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CONSOLIDATED NET INCOME

Net Income Attributable to TWC Shareholders was $499 million, or $1.77 per basic common share and $1.76 per diluted common share, for the second quarter of 2014 compared to $481 million, or $1.65 per basic common share and $1.64 per diluted common share, for the second quarter of 2013.

Adjusted Net Income Attributable to TWC Shareholders and Adjusted Diluted EPS, which exclude certain items affecting the comparability of TWC’s results for 2014 and 2013 detailed in Note 2 to the accompanying consolidated financial statements, were $536 million and $1.89, respectively, for the second quarter of 2014 compared to $497 million and $1.69, respectively, for the second quarter of 2013. Adjusted Diluted EPS for the second quarter of 2014 benefited year over year from lower average common shares outstanding as a result of share repurchases under the Company’s stock repurchase program, which was suspended in connection with the announcement of the Company’s merger with Comcast.

 

 

 

(in millions, except per share data; unaudited)		2nd Quarter																Year-to-Date 6/30
										Change																Change
		2014				2013				$				%				2014				2013				$				%
Net income attributable to TWC shareholders		$	499			$	481			$	18				3.7%			$	978			$	882			$	96				10.9%
Adjusted net income attributable to TWC shareholders(a)		$	536			$	497			$	39				7.8%			$	1,039			$	920			$	119				12.9%
Net income per common share attributable to TWC common shareholders:
Basic		$	1.77			$	1.65			$	0.12				7.3%			$	3.48			$	3.00			$	0.48				16.0%
Diluted		$	1.76			$	1.64			$	0.12				7.3%			$	3.46			$	2.98			$	0.48				16.1%
Adjusted Diluted EPS(a)		$	1.89			$	1.69			$	0.20				11.8%			$	3.68			$	3.10			$	0.58				18.7%

 

 

(a)	Refer to Note 4 to the accompanying consolidated financial statements for a definition of Adjusted net income attributable to TWC shareholders and Adjusted Diluted EPS.

SELECTED BALANCE SHEET AND CASH FLOW INFORMATION

Free Cash Flow for the first six months of 2014 decreased 21.9% to $1.1 billion from $1.4 billion in the first six months of 2013, due mainly to an increase in capital expenditures, partially offset by an increase in cash provided by operating activities. Capital Expenditures, which totaled $2.1 billion for the first six months of 2014, increased primarily due to the Company’s investments (including TWC Maxx) to improve network reliability, upgrade older customer premise equipment and expand its network to additional residences, commercial buildings and cell towers. Cash Provided by Operating Activities for the first six months of 2014 was $3.1 billion, a 5.0% increase from the first six months of 2013. This increase was primarily driven by lower income tax payments, higher Adjusted OIBDA and lower interest payments, partially offset by an increase in working capital requirements. Income tax payments benefited from certain capital expenditure-related deductions, including the tangible repair regulations (e.g., de minimus expensing) released in late 2013, partially offset by the continued reversal of bonus depreciation benefits recorded in prior years.

 

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(in millions; unaudited)		2nd Quarter																Year-to-Date 6/30
										Change																Change
		2014				2013				$				%				2014				2013				$				%
Adjusted OIBDA(a)		$	2,054			$	2,037			$	17				0.8%			$	4,034			$	3,949			$	85				2.2%
Interest payments, net			(330)				(345)				15				(4.3%)				(745)				(802)				57				(7.1%)
Income tax payments, net			(97)				(173)				76				(43.9%)				(95)				(190)				95				(50.0%)
All other, net, including working capital changes(b)			68				32				36				112.5%				(102)				(12)				(90)				NM
Cash provided by operating activities(b)			1,695				1,551				144				9.3%				3,092				2,945				147				5.0%
Add: Excess tax benefit from exercise of stock options			21				17				4				23.5%				99				66				33				50.0%
Less:
Capital expenditures			(1,240)				(827)				(413)				49.9%				(2,074)				(1,597)				(477)				29.9%
Cash paid for other intangible assets			(12)				(8)				(4)				50.0%				(24)				(20)				(4)				20.0%
Other			(5)				(1)				(4)				400.0%				(5)				(1)				(4)				400.0%
Free Cash Flow(a)(b)			459				732				(273)				(37.3%)				1,088				1,393				(305)				(21.9%)
Economic Stimulus Act impacts(c)			195				39				156				400.0%				195				39				156				400.0%
Free Cash Flow excluding Economic Stimulus Act impacts		$	654			$	771			$	(117)				(15.2%)			$	1,283			$	1,432			$	(149)				(10.4%)

 

 

NM—Not meaningful.

(a)	Refer to Note 4 to the accompanying consolidated financial statements for a definition of Adjusted OIBDA and Free Cash Flow.

(b)

All other, net, including working capital changes includes merger-related and restructuring payments of $29 million and $35 million for the second quarters of 2014 and 2013, respectively, and $87 million and $64 million for the six months ended June 30, 2014 and 2013, respectively, which reduced cash provided by operating activities and Free Cash Flow for the respective periods.

(c)	Additional information on the Economic Stimulus Acts is available in the Trending Schedules posted on the Company’s website at www.twc.com/investors.

Net Debt, which totaled $24.2 billion as of June 30, 2014, decreased from December 31, 2013 as Free Cash Flow more than offset the cash used for dividends and share repurchases (prior to the suspension of the stock repurchase program in connection with the announcement of the Company’s merger with Comcast).

 

 

 

(in millions; unaudited)		6/30/2014				12/31/2013
Long-term debt		$	22,917			$	23,285
Debt due within one year			1,663				1,767
Total debt			24,580				25,052
Cash and equivalents			(403)				(525)
Net debt(a)		$	24,177			$	24,527

 

 

(a)	Net debt is defined as total debt less cash and equivalents.

Non-GAAP Financial Measures

The Company refers to certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including OIBDA, Adjusted OIBDA, Adjusted net income attributable to TWC shareholders, Adjusted Diluted EPS and Free Cash Flow. Refer to Note 4 to the accompanying consolidated financial statements for a discussion of the Company’s use of non-GAAP financial measures.

About Time Warner Cable

Time Warner Cable Inc. (NYSE: TWC) is among the largest providers of video, high-speed data and voice services in the United States, connecting 15 million customers to entertainment, information and each other. Time

 

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Warner Cable Business Class offers data, video and voice services to businesses of all sizes, cell tower backhaul services to wireless carriers and enterprise-class, cloud-enabled hosting, managed applications and services. Time Warner Cable Media, the advertising sales arm of Time Warner Cable, offers national, regional and local companies innovative advertising solutions. More information about the services of Time Warner Cable is available at www.twc.com, www.twcbc.com and www.twcmedia.com.

Additional details on financial and subscriber metrics are included in the Trending Schedules posted on the Company’s Investor Relations website at www.twc.com/investors.

Information on Conference Call

Time Warner Cable’s earnings conference call can be heard live at 8:30 am ET on Thursday, July 31, 2014. To listen to the call, visit www.twc.com/investors.

Caution Concerning Forward-Looking Statements

This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors, and other factors affecting the operations of Time Warner Cable Inc., including its proposed merger with Comcast Corporation. More detailed information about these factors may be found in filings by Time Warner Cable Inc. with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Time Warner Cable is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Contacts:
Corporate Communications				Investor Relations
Bobby Amirshahi		(212) 364-8292		Tom Robey		(212) 364-8218
Eric Mangan		(212) 364-8297

# # #

 

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TIME WARNER CABLE INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

 

		June 30, 2014				December 31, 2013
		(in millions)
ASSETS
Current assets:
Cash and equivalents		$	403			$	525
Receivables, less allowances of $131 million and $77 million as of June 30, 2014 and December 31, 2013, respectively			906				954
Deferred income tax assets			348				334
Other current assets			331				331
Total current assets			1,988				2,144
Investments			68				56
Property, plant and equipment, net			15,604				15,056
Intangible assets subject to amortization, net			576				552
Intangible assets not subject to amortization			26,012				26,012
Goodwill			3,137				3,196
Other assets			1,071				1,257
Total assets		$	48,456			$	48,273
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	565			$	565
Deferred revenue and subscriber-related liabilities			195				188
Accrued programming and content expense			895				869
Current maturities of long-term debt			1,663				1,767
Other current liabilities			1,956				1,837
Total current liabilities			5,274				5,226
Long-term debt			22,917				23,285
Deferred income tax liabilities, net			12,162				12,098
Other liabilities			689				717
TWC shareholders’ equity:
Common stock, $0.01 par value, 279.3 million and 277.9 million shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively			3				3
Additional paid-in capital			6,940				6,951
Retained earnings (accumulated deficit)			539				(55)
Accumulated other comprehensive income (loss), net			(72)				44
Total TWC shareholders’ equity			7,410				6,943
Noncontrolling interests			4				4
Total equity			7,414				6,947
Total liabilities and equity		$	48,456			$	48,273

See accompanying notes.

 

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TIME WARNER CABLE INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
						(recast)								(recast)
		(in millions, except per share data)
Revenue		$	5,726			$	5,550			$	11,308			$	11,025
Costs and expenses:
Programming and content			1,341				1,234				2,650				2,509
Sales and marketing			544				496				1,099				969
Technical operations			371				363				742				735
Customer care			207				187				412				384
Other operating			1,209				1,233				2,371				2,479
Depreciation			795				792				1,570				1,581
Amortization			35				31				68				63
Merger-related and restructuring costs			61				27				141				58
Total costs and expenses			4,563				4,363				9,053				8,778
Operating Income			1,163				1,187				2,255				2,247
Interest expense, net			(349)				(398)				(713)				(796)
Other income, net			8				11				23				10
Income before income taxes			822				800				1,565				1,461
Income tax provision			(323)				(319)				(587)				(579)
Net income			499				481				978				882
Less: Net income attributable to noncontrolling interests			—				—				—				—
Net income attributable to TWC shareholders		$	499			$	481			$	978			$	882
Net income per common share attributable to TWC common shareholders:
Basic		$	1.77			$	1.65			$	3.48			$	3.00
Diluted		$	1.76			$	1.64			$	3.46			$	2.98
Average common shares outstanding:
Basic			278.8				289.6				278.3				292.4
Diluted			282.4				293.3				282.1				296.3
Cash dividends declared per share of common stock		$	0.75			$	0.65			$	1.50			$	1.30

See accompanying notes.

 

11

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TIME WARNER CABLE INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

		Six Months Ended June 30,
		2014				2013
		(in millions)
OPERATING ACTIVITIES
Net income		$	978			$	882
Adjustments for noncash and nonoperating items:
Depreciation			1,570				1,581
Amortization			68				63
Income from equity-method investments, net of cash distributions			(16)				(9)
Deferred income taxes			123				224
Equity-based compensation expense			93				74
Excess tax benefit from equity-based compensation			(99)				(66)
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Receivables			41				30
Accounts payable and other liabilities			326				138
Other changes			8				28
Cash provided by operating activities			3,092				2,945
INVESTING ACTIVITIES
Capital expenditures			(2,074)				(1,597)
Purchases of investments			(2)				(581)
Return of capital from investees			—				7
Proceeds from sale, maturity and collection of investments			18				151
Acquisition of intangible assets			(24)				(20)
Other investing activities			15				13
Cash used by investing activities			(2,067)				(2,027)
FINANCING ACTIVITIES
Short-term borrowings, net			1,147				—
Repayments of long-term debt			(1,750)				—
Dividends paid			(428)				(386)
Repurchases of common stock			(259)				(1,304)
Proceeds from exercise of stock options			118				88
Excess tax benefit from equity-based compensation			99				66
Taxes paid in cash in lieu of shares issued for equity-based compensation			(68)				(55)
Other financing activities			(6)				(8)
Cash used by financing activities			(1,147)				(1,599)
Decrease in cash and equivalents			(122)				(681)
Cash and equivalents at beginning of period			525				3,304
Cash and equivalents at end of period		$	403			$	2,623

See accompanying notes.

 

12

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TIME WARNER CABLE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.	COMCAST MERGER

On February 12, 2014, Time Warner Cable Inc. (“TWC” or the “Company”) entered into an Agreement and Plan of Merger with Comcast Corporation (“Comcast”) whereby the Company agreed to merge with and into a 100% owned subsidiary of Comcast (the “Comcast merger”). Upon completion of the Comcast merger, all of the outstanding shares of the Company will be cancelled and each issued and outstanding share will be converted into the right to receive 2.875 shares of Class A common stock of Comcast. Merger integration planning is underway, with the Company and Comcast working toward a closing by year-end 2014, subject to receipt of shareholder and regulatory approvals, as well as satisfaction of certain other closing conditions.

On April 25, 2014, Comcast entered into a binding agreement with Charter Communications, Inc., (“Charter”), which contemplates three transactions (the “divestiture transactions”): (1) a contribution, spin-off and merger transaction, (2) an asset exchange and (3) a sale of assets. The completion of the divestiture transactions will result in the combined company divesting a net total of approximately 3.9 million video subscribers, a portion of which are TWC subscribers (primarily in the Midwest). The divestiture transactions are expected to occur contemporaneously with one another and are conditioned upon and will occur following the closing of the Comcast merger. They are also subject to a number of other conditions. The Comcast merger is not conditioned upon the closing of the divestiture transactions and, accordingly, the Comcast merger can be completed regardless of whether the divestiture transactions are ultimately completed.

 

2.	ITEMS AFFECTING COMPARABILITY

The following items affected the comparability of TWC’s results for the three and six months ended June 30, 2014 and 2013:

 

(in millions, except per share data)		OIBDA(a)				D&A(a)				Operating Income				Other(a)				Income Tax Provision				TWC Net Income(a)				Diluted EPS(a)
2nd Quarter 2014:
As reported		$	1,993			$	(830)			$	1,163			$	(341)			$	(323)			$	499			$	1.76
Year-over-year change, as reported:
$		$	(17)			$	(7)			$	(24)			$	46			$	(4)			$	18			$	0.12
%			(0.8%)				0.9%				(2.0%)				(11.9%)				1.3%				3.7%				7.3%
Items affecting comparability:
Merger-related and restructuring costs			61				—				61				—				(24)				37				0.13
As adjusted		$	2,054			$	(830)			$	1,224			$	(341)			$	(347)			$	536			$	1.89
Year-over-year change, as adjusted:
$		$	17			$	(7)			$	10			$	46			$	(17)			$	39			$	0.20
%			0.8%				0.9%				0.8%				(11.9%)				5.2%				7.8%				11.8%
2nd Quarter 2013:
As reported		$	2,010			$	(823)			$	1,187			$	(387)			$	(319)			$	481			$	1.64
Items affecting comparability:
Merger-related and restructuring costs			27				—				27				—				(11)				16				0.05
As adjusted		$	2,037			$	(823)			$	1,214			$	(387)			$	(330)			$	497			$	1.69

 

(a)

OIBDA represents Operating Income before Depreciation and Amortization. D&A represents depreciation and amortization. Other consists of interest expense, net, other income (expense), net, and net income attributable to noncontrolling interests. TWC net income represents net income attributable to TWC shareholders. Diluted EPS represents net income per diluted common share attributable to TWC common shareholders. Diluted EPS reflects the more dilutive earnings per share amount calculated using the treasury stock method or the two-class method.

 

13

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TIME WARNER CABLE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

(in millions, except per share data)		OIBDA(a)				D&A(a)				Operating Income				Other(a)				Income Tax Provision				TWC Net Income(a)				Diluted EPS(a)
Year-to-Date 6/30/2014:
As reported		$	3,893			$	(1,638)			$	2,255			$	(690)			$	(587)			$	978			$	3.46
Year-over-year change, as reported:
$		$	2			$	6			$	8			$	96			$	(8)			$	96			$	0.48
%			0.1%				(0.4%)				0.4%				(12.2%)				1.4%				10.9%				16.1%
Items affecting comparability:
Merger-related and restructuring costs			141				—				141				—				(55)				86				0.31
Gain on equity award reimbursement obligation to Time Warner(b)			—				—				—				(1)				—				(1)				—
Impact of certain state and local tax matters(c)			—				—				—				—				(24)				(24)				(0.09)
As adjusted		$	4,034			$	(1,638)			$	2,396			$	(691)			$	(666)			$	1,039			$	3.68
Year-over-year change, as adjusted:
$		$	85			$	6			$	91			$	90			$	(62)			$	119			$	0.58
%			2.2%				(0.4%)				3.9%				(11.5%)				10.3%				12.9%				18.7%
Year-to-Date 6/30/2013:
As reported		$	3,891			$	(1,644)			$	2,247			$	(786)			$	(579)			$	882			$	2.98
Items affecting comparability:
Merger-related and restructuring costs			58				—				58				—				(23)				35				0.11
Loss on equity award reimbursement obligation to Time Warner(b)			—				—				—				5				(2)				3				0.01
As adjusted		$	3,949			$	(1,644)			$	2,305			$	(781)			$	(604)			$	920			$	3.10

 

(a)

OIBDA represents Operating Income before Depreciation and Amortization. D&A represents depreciation and amortization. Other consists of interest expense, net, other income (expense), net, and net income attributable to noncontrolling interests. TWC net income represents net income attributable to TWC shareholders. Diluted EPS represents net income per diluted common share attributable to TWC common shareholders. Diluted EPS reflects the more dilutive earnings per share amount calculated using the treasury stock method or the two-class method.

(b)

Pursuant to an agreement with Time Warner Inc. (“Time Warner”), TWC is obligated to reimburse Time Warner for the cost of certain Time Warner equity awards held by TWC employees upon exercise of such awards. Amounts represent the change in the reimbursement obligation, which fluctuates primarily with the fair value and expected volatility of Time Warner common stock, and changes in fair value are recorded in other income (expense), net, in the period of change.

(c)	Amount represents the impact of the passage of the New York State budget during the first quarter of 2014 that, in part, lowers the New York State business tax rate beginning in 2016.

 

3.	RECONCILIATION OF ADJUSTED OIBDA TO OPERATING INCOME AND OTHER SEGMENT INFORMATION

Consolidated information for the three and six months ended June 30, 2014 and 2013 is as follows:

 

(in millions)		2nd Quarter																Year-to-Date 6/30
										Change																Change
		2014				2013				$				%				2014				2013				$				%
Adjusted OIBDA(a)		$	2,054			$	2,037			$	17				0.8%			$	4,034			$	3,949			$	85				2.2%
Adjusted OIBDA margin(b)			35.9%				36.7%												35.7%				35.8%
Merger-related and restructuring costs			(61)				(27)				(34)				125.9%				(141)				(58)				(83)				143.1%
OIBDA(a)			1,993				2,010				(17)				(0.8%)				3,893				3,891				2				0.1%
Depreciation			(795)				(792)				(3)				0.4%				(1,570)				(1,581)				11				(0.7%)
Amortization			(35)				(31)				(4)				12.9%				(68)				(63)				(5)				7.9%
Operating Income		$	1,163			$	1,187			$	(24)				(2.0%)			$	2,255			$	2,247			$	8				0.4%

 

(a)	Refer to Note 4 for definitions of OIBDA and Adjusted OIBDA.

(b)	Adjusted OIBDA margin is defined as Adjusted OIBDA as a percentage of total revenue.

 

14

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TIME WARNER CABLE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Effective in the first quarter of 2014, the Company determined it has three reportable segments. The Company has recast its financial information and disclosures for the prior periods to reflect the segment disclosures as if the current presentation had been in effect throughout all periods presented.

The Company classifies its operations into the following reportable segments:

•    Residential Services, which principally consists of video, high-speed data and voice services provided to residential customers as well as other residential services, including security and home management services.

•    Business Services, which principally consists of data, video and voice services provided to business customers as well as other business services, including enterprise-class, cloud-enabled hosting, managed applications and services.

•    Other Operations, which principally consists of (i) Time Warner Cable Media (“TWC Media”), the advertising sales arm of TWC, (ii) TWC-owned and/or operated regional sports networks (“RSNs”) and local sports, news and lifestyle channels (e.g., Time Warner Cable News NY1) and (iii) other operating revenues and costs, including those derived from the Advance/Newhouse Partnership and home shopping network-related services. The business units reflected in the Other Operations segment individually do not meet the thresholds to be reported as separate reportable segments.

In addition to the above reportable segments, the Company has shared functions (referred to as “Shared Functions”) that include activities not attributable to a specific reportable segment. Shared Functions consists of operating costs and expenses associated with broad “corporate” functions (e.g., accounting and finance, information technology, executive management, legal and human resources) or functions supporting more than one reportable segment that are centrally managed (e.g., facilities, network operations, vehicles and procurement) as well as other activities not attributable to a reportable segment. As such, the reportable segment results reflect how management views such segments in assessing financial performance and allocating resources and are not necessarily indicative of the results of operations that each segment would have achieved had they operated as stand-alone entities during the periods presented.

In evaluating the profitability of the Company’s segments, the components of net income (loss) below OIBDA, as defined below, are not separately evaluated by management at the segment level. Due to the nature of the Company’s operations, a majority of its assets, including its distribution systems, are utilized across the Company’s operations and are not segregated by segment. In addition, segment assets are not reported to, or used by, management to allocate resources or assess the performance of the Company’s segments. Accordingly, the Company has not disclosed asset information by segment.

 

15

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TIME WARNER CABLE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Segment information for the three and six months ended June 30, 2014 and 2013 is as follows:

 

(in millions)		2nd Quarter 2014
		Residential Services Segment				Business Services Segment				Other Operations Segment				Shared Functions				Intersegment Eliminations				Total Consolidated
Revenue(a)		$	4,662			$	691			$	436			$	—			$	(63)			$	5,726
Operating costs and expenses			(2,470)				(282)				(263)				(720)				63				(3,672)
Adjusted OIBDA(b)			2,192				409				173				(720)				—				2,054
Merger-related and restructuring costs			—				—				—				(61)				—				(61)
OIBDA(b)		$	2,192			$	409			$	173			$	(781)			$	—				1,993
Depreciation																							(795)
Amortization																							(35)
Operating Income																						$	1,163

 

(a)	All revenue included in Intersegment Eliminations is associated with the Other Operations segment.

(b)	Refer to Note 4 for definitions of OIBDA and Adjusted OIBDA.

 

(in millions)		2nd Quarter 2013
		Residential Services Segment				Business Services Segment				Other Operations Segment				Shared Functions				Intersegment Eliminations				Total Consolidated
Revenue(a)		$	4,632			$	565			$	403			$	—			$	(50)			$	5,550
Operating costs and expenses			(2,432)				(239)				(169)				(723)				50				(3,513)
Adjusted OIBDA(b)			2,200				326				234				(723)				—				2,037
Merger-related and restructuring costs			—				—				—				(27)				—				(27)
OIBDA(b)		$	2,200			$	326			$	234			$	(750)			$	—				2,010
Depreciation																							(792)
Amortization																							(31)
Operating Income																						$	1,187

 

(a)	All revenue included in Intersegment Eliminations is associated with the Other Operations segment.

(b)	Refer to Note 4 for definitions of OIBDA and Adjusted OIBDA.

 

(in millions)		Year-to-Date 6/30/2014
		Residential Services Segment				Business Services Segment				Other Operations Segment				Shared Functions				Intersegment Eliminations				Total Consolidated
Revenue(a)		$	9,230			$	1,359			$	836			$	—			$	(117)			$	11,308
Operating costs and expenses			(4,906)				(548)				(490)				(1,447)				117				(7,274)
Adjusted OIBDA(b)			4,324				811				346				(1,447)				—				4,034
Merger-related and restructuring costs			—				—				—				(141)				—				(141)
OIBDA(b)		$	4,324			$	811			$	346			$	(1,588)			$	—				3,893
Depreciation																							(1,570)
Amortization																							(68)
Operating Income																						$	2,255

 

(a)	All revenue included in Intersegment Eliminations is associated with the Other Operations segment.

(b)	Refer to Note 4 for definitions of OIBDA and Adjusted OIBDA.

 

16

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TIME WARNER CABLE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

(in millions)		Year-to-Date 6/30/2013
		Residential Services Segment				Business Services Segment				Other Operations Segment				Shared Functions				Intersegment Eliminations				Total Consolidated
Revenue(a)		$	9,243			$	1,102			$	780			$	—			$	(100)			$	11,025
Operating costs and expenses			(4,872)				(464)				(381)				(1,459)				100				(7,076)
Adjusted OIBDA(b)			4,371				638				399				(1,459)				—				3,949
Merger-related and restructuring costs			—				—				—				(58)				—				(58)
OIBDA(b)		$	4,371			$	638			$	399			$	(1,517)			$	—				3,891
Depreciation																							(1,581)
Amortization																							(63)
Operating Income																						$	2,247

 

(a)	All revenue included in Intersegment Eliminations is associated with the Other Operations segment.

(b)	Refer to Note 4 for definitions of OIBDA and Adjusted OIBDA.

Intersegment Eliminations relates to the programming provided to the Residential Services and Business Services segments by the Company’s RSNs and local sports, news and lifestyle channels. These services are reflected as programming expense for the Residential Services and Business Services segments and as revenue for the Other Operations segment.

 

4.	USE OF NON-GAAP FINANCIAL MEASURES

In discussing its consolidated and segment performance, the Company may use certain measures that are not calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These measures include OIBDA, Adjusted OIBDA, Adjusted net income attributable to TWC shareholders, Adjusted Diluted EPS and Free Cash Flow, which the Company defines as follows:

 

•

OIBDA (Operating Income before Depreciation and Amortization) means Operating Income before depreciation of tangible assets and amortization of intangible assets.

 

•

Adjusted OIBDA means OIBDA excluding the impact, if any, of noncash impairments of goodwill, intangible and fixed assets; gains and losses on asset sales; and merger-related and restructuring costs.

 

•

Adjusted net income attributable to TWC shareholders means net income attributable to TWC shareholders (as defined under GAAP) excluding the impact, if any, of noncash impairments of goodwill, intangible and fixed assets and investments; gains and losses on asset sales; merger-related and restructuring costs; changes in the Company’s equity award reimbursement obligation to Time Warner; and certain changes to income tax provision; as well as the impact of taxes on the above items. Similarly, Adjusted Diluted EPS means net income per diluted common share attributable to TWC common shareholders excluding the above items.

 

•

Free Cash Flow means cash provided by operating activities (as defined under GAAP) excluding the impact, if any, of cash provided or used by discontinued operations, plus (i) any income taxes paid on investment sales and (ii) any excess tax benefit from equity-based compensation, less (i) capital expenditures, (ii) cash paid for other intangible assets (excluding those associated with business combinations), (iii) partnership distributions to third parties and (iv) principal payments on capital leases.

 

17

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TIME WARNER CABLE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Management uses OIBDA and Adjusted OIBDA, among other measures, in evaluating the Company’s consolidated and segment performance because they eliminate the effects of (i) considerable amounts of noncash depreciation and amortization and (ii) items not within the control of the Company’s operations managers (such as income tax provision, other income (expense), net, and interest expense, net). Adjusted OIBDA further eliminates the effects of certain noncash items identified in the definition of Adjusted OIBDA above. Management also uses these measures to allocate resources and capital to the segments. Adjusted OIBDA is also a significant performance measure used in the Company’s annual incentive compensation programs. Adjusted net income attributable to TWC shareholders and Adjusted Diluted EPS are considered important indicators of the operational strength of the Company as these measures eliminate amounts that do not reflect the fundamental performance of the Company. The Company utilizes Adjusted Diluted EPS, among other measures, to evaluate its performance both on an absolute basis and relative to its peers and the broader market. Management believes that Free Cash Flow is an important indicator of the Company’s ability to generate cash, reduce net debt, pay dividends, repurchase common stock and make strategic investments, after the payment of cash taxes, interest and other cash items. In addition, all of these measures are commonly used by analysts, investors and others in evaluating the Company’s performance and liquidity.

These measures have inherent limitations. For example, OIBDA and Adjusted OIBDA do not reflect capital expenditures or the periodic costs of certain capitalized assets used in generating revenue. To compensate for such limitations, management evaluates performance through Free Cash Flow, which reflects capital expenditure decisions, and net income attributable to TWC shareholders, which reflects the periodic costs of capitalized assets. Adjusted OIBDA does not reflect any of the items noted as exclusions in the definition of Adjusted OIBDA above. To compensate for these limitations, management evaluates performance through OIBDA and net income attributable to TWC shareholders, which do reflect such items. OIBDA and Adjusted OIBDA also fail to reflect the significant costs borne by the Company for income taxes and debt servicing costs, the results of the Company’s equity investments and other non-operational income or expense. Additionally, Adjusted net income attributable to TWC shareholders and Adjusted Diluted EPS do not reflect certain charges that affect the operating results of the Company and they involve judgment as to whether items affect fundamental operating performance. Management compensates for these limitations by using other analytics such as a review of net income attributable to TWC shareholders. Free Cash Flow, a liquidity measure, does not reflect payments made in connection with investments and acquisitions, which reduce liquidity. To compensate for this limitation, management evaluates such investments and acquisitions through other measures such as return on investment analyses.

These non-GAAP measures should be considered in addition to, not as substitutes for, the Company’s Operating Income, net income attributable to TWC shareholders and various cash flow measures (e.g., cash provided by operating activities), as well as other measures of financial performance and liquidity reported in accordance with GAAP, and may not be comparable to similarly titled measures used by other companies.

 

18