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8-K - FORM 8-K - SPECTRUM MANAGEMENT HOLDING COMPANY, LLC | g27765e8vk.htm |
Exhibit
99.1
TIME WARNER CABLE REPORTS
2011 SECOND-QUARTER RESULTS
2011 SECOND-QUARTER RESULTS
NEW YORK, NY, July 28, 2011 Time Warner Cable Inc. (NYSE: TWC) today reported financial results
for its second quarter ended June 30, 2011.
Time Warner Cable Chief Executive Officer Glenn Britt said: Time Warner Cable continued to
perform well in the second quarter, driven by very strong results in
business services and higher residential ARPU. We also continued to
generate strong free cash flow while still investing in our core
business, allowing us to return more than $1 billion to our shareholders.
FINANCIAL RESULTS
Revenues for the second quarter of 2011 increased 4.4% from the second quarter of 2010 to $4.9
billion. Residential services revenues grew 2.5% year-over-year to $4.3 billion, business services
revenues increased 34.7% to $361 million, advertising revenues grew 4.2% to $225 million and other
revenues increased 5.5% to $58 million.
Residential services revenue growth was driven by increases in high-speed data and voice revenues.
The growth in residential high-speed data revenues was the result of growth in high-speed data
subscribers and increases in average revenue per subscriber (due to both price increases and a
greater percentage of subscribers receiving higher-priced tiers of service). Residential voice
revenues increased as a result of an increase in voice subscribers. Residential video revenues
were essentially flat year-over-year as price increases and a greater percentage of subscribers
receiving higher-priced tiers of service, as well as increased revenues from equipment rental and
installation charges and DVR service were offset by a decline in video subscribers and revenues
from transactional video-on-demand and premium channels. Business services revenue growth was due
primarily to increases in voice and high-speed data subscribers, an increase in cell tower backhaul
revenues and the closing of the NaviSite, Inc. acquisition on April 21, 2011, which contributed $26
million of revenue during the second quarter. Advertising revenue growth was primarily driven by a
year-over-year increase in revenues from advertising inventory sold on behalf of other video
distributors, partially offset by a decline in political advertising revenues.
(in millions; unaudited) | 2nd Quarter | Year-to-Date 6/30 | ||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||
Residential services revenues: |
||||||||||||||||||||||||
Video |
$ | 2,676 | $ | 2,678 | (0.1%) | $ | 5,337 | $ | 5,316 | 0.4% | ||||||||||||||
High-speed data |
1,115 | 1,028 | 8.5% | 2,209 | 2,026 | 9.0% | ||||||||||||||||||
Voice |
497 | 476 | 4.4% | 990 | 943 | 5.0% | ||||||||||||||||||
Other |
12 | 13 | (7.7%) | 23 | 24 | (4.2%) | ||||||||||||||||||
Total residential services revenues |
4,300 | 4,195 | 2.5% | 8,559 | 8,309 | 3.0% | ||||||||||||||||||
Business services revenues: |
||||||||||||||||||||||||
Video |
70 | 66 | 6.1% | 139 | 130 | 6.9% | ||||||||||||||||||
High-speed data |
177 | 150 | 18.0% | 344 | 296 | 16.2% | ||||||||||||||||||
Voice |
46 | 29 | 58.6% | 88 | 55 | 60.0% | ||||||||||||||||||
Wholesale transport |
39 | 20 | 95.0% | 71 | 36 | 97.2% | ||||||||||||||||||
Other |
29 | 3 | NM | 31 | 5 | NM | ||||||||||||||||||
Total business services revenues |
361 | 268 | 34.7% | 673 | 522 | 28.9% | ||||||||||||||||||
Advertising revenues |
225 | 216 | 4.2% | 422 | 389 | 8.5% | ||||||||||||||||||
Other revenues |
58 | 55 | 5.5% | 117 | 113 | 3.5% | ||||||||||||||||||
Total revenues |
$ | 4,944 | $ | 4,734 | 4.4% | $ | 9,771 | $ | 9,333 | 4.7% |
NMNot meaningful.
Adjusted Operating Income before Depreciation and Amortization (Adjusted OIBDA) rose 4.2%
over the second quarter of 2010 to $1.8 billion. The increase was driven by revenue growth,
partially offset by a 4.6% increase in operating expenses. Operating expenses grew primarily due
to higher employee costs, video programming expenses and consulting and professional fees,
partially offset by a decrease in voice costs. Employee costs were up 5.1% to $1.0 billion,
primarily as a result of compensation increases and higher headcount in business services,
including NaviSite. Business services employee costs increased 34.4%. Video programming expenses
grew 4.1% to $1.1 billion due to contractual rate increases and increased retransmission consent
expense offset, in part, by a decline in video subscribers. Voice costs were down 9.6% to $151
million due to a decrease in delivery costs per subscriber related to the in-sourcing of voice
transport, switching and interconnection services, partially offset by an increase in subscribers.
Operating Income was up 15.8% over the second quarter of 2010 to $1.1 billion driven by higher
Adjusted OIBDA and lower amortization expense.
(in millions; unaudited) | 2nd Quarter | Year-to-Date 6/30 | ||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||
Adjusted OIBDA(a) |
$ | 1,824 | $ | 1,751 | 4.2% | $ | 3,555 | $ | 3,422 | 3.9% | ||||||||||||||
Adjusted OIBDA margin(b) |
36.9% | 37.0% | 36.4% | 36.7% | ||||||||||||||||||||
Separation-related make-up equity
award costs |
| (2 | ) | (100.0%) | | (4 | ) | (100.0%) | ||||||||||||||||
Merger-related and restructuring costs |
(9 | ) | (20 | ) | (55.0%) | (15 | ) | (31 | ) | (51.6%) | ||||||||||||||
OIBDA(a) |
1,815 | 1,729 | 5.0% | 3,540 | 3,387 | 4.5% | ||||||||||||||||||
Depreciation |
(744 | ) | (749 | ) | (0.7%) | (1,488 | ) | (1,492 | ) | (0.3%) | ||||||||||||||
Amortization |
(8 | ) | (62 | ) | (87.1%) | (14 | ) | (127 | ) | (89.0%) | ||||||||||||||
Operating Income |
$ | 1,063 | $ | 918 | 15.8% | $ | 2,038 | $ | 1,768 | 15.3% |
(a) | Refer to Note 2 to the accompanying consolidated financial statements for a definition of OIBDA and Adjusted OIBDA. | |
(b) | Adjusted OIBDA margin is defined as Adjusted OIBDA as a percentage of total revenues. |
2
Adjusted OIBDA less Capital Expenditures for the first six months of 2011 totaled $2.2
billion, a 12.4% increase over the first six months of 2010, due to higher Adjusted OIBDA and lower
capital expenditures. Capital Expenditures were $1.4 billion in the first six months of 2011, a
7.4% decrease from the first six months of 2010, largely reflecting lower residential capital
spending. This decline in residential capital spending was primarily attributable to lower
spending on customer premise equipment and upgrades/rebuilds, partially offset by higher support
capital and scalable infrastructure spending.
(in millions; unaudited) | 2nd Quarter | Year-to-Date 6/30 | ||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||
Adjusted OIBDA(a) |
$ | 1,824 | $ | 1,751 | 4.2% | $ | 3,555 | $ | 3,422 | 3.9% | ||||||||||||||
Capital expenditures |
(700 | ) | (736 | ) | (4.9%) | (1,363 | ) | (1,472 | ) | (7.4%) | ||||||||||||||
Adjusted OIBDA less Capital Expenditures(a) |
$ | 1,124 | $ | 1,015 | 10.7% | $ | 2,192 | $ | 1,950 | 12.4% |
(a) | Refer to Note 2 to the accompanying consolidated financial statements for a definition of Adjusted OIBDA and Adjusted OIBDA less Capital Expenditures. |
Net Income Attributable to TWC Shareholders was $420 million, or $1.25 per basic common share
and $1.24 per diluted common share, for the second quarter of 2011 compared to $342 million, or
$0.96 per basic and $0.95 per diluted common share, for the second quarter of 2010.
(in millions, except per share data; unaudited) |
2nd Quarter | Year-to-Date 6/30 | ||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||
Net income attributable to |
||||||||||||||||||||||||
TWC shareholders |
$ | 420 | $ | 342 | 22.8 | % | $ | 745 | $ | 556 | 34.0 | % | ||||||||||||
Net income
per common share attributable to TWC common shareholders: |
||||||||||||||||||||||||
Basic |
$ | 1.25 | $ | 0.96 | 30.2 | % | $ | 2.18 | $ | 1.56 | 39.7 | % | ||||||||||||
Diluted |
$ | 1.24 | $ | 0.95 | 30.5 | % | $ | 2.16 | $ | 1.55 | 39.4 | % |
Refer to Note 1 to the accompanying consolidated financial statements for certain items
affecting the comparability of net income attributable to TWC shareholders.
Free Cash Flow for the first six months of 2011 increased 42.4% to $1.7 billion from $1.2
billion in the first six months of 2010, due mainly to higher cash provided by operating activities
and lower capital expenditures. Cash Provided by Operating Activities for the first six months of
2011 was $3.1 billion, a 14.4% increase from $2.7 billion in the first six months of 2010. This
increase was driven by a change in working capital (primarily net income tax refunds related to
bonus depreciation, partially offset by an increase in net interest payments) and higher Adjusted
OIBDA.
(in millions; unaudited) | 2nd Quarter | Year-to-Date 6/30 | ||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||
Cash provided by operating activities |
$ | 1,510 | $ | 1,306 | 15.6% | $ | 3,080 | $ | 2,692 | 14.4% | ||||||||||||||
Add: Excess
tax benefit from exercise of stock options |
12 | 8 | 50.0% | 41 | 13 | 215.4% | ||||||||||||||||||
Less: |
||||||||||||||||||||||||
Capital expenditures |
(700 | ) | (736 | ) | (4.9%) | (1,363 | ) | (1,472 | ) | (7.4%) | ||||||||||||||
Cash paid for other intangible assets |
(6 | ) | (6 | ) | | (14 | ) | (9 | ) | 55.6% | ||||||||||||||
Other |
(1 | ) | (1 | ) | | (2 | ) | (1 | ) | 100.0% | ||||||||||||||
Free Cash Flow(a) |
$ | 815 | $ | 571 | 42.7% | $ | 1,742 | $ | 1,223 | 42.4% |
(a) | Refer to Note 2 to the accompanying consolidated financial statements for a definition of Free Cash Flow. |
3
Net Debt and Mandatorily Redeemable Preferred Equity totaled $21.0 billion as of June 30, 2011
compared to $20.4 billion as of December 31, 2010, as the cash used for share repurchases, dividend
payments and the acquisition of NaviSite was greater than Free Cash Flow.
(in millions; unaudited) | 6/30/11 | 12/31/10 | ||||||
Long-term debt |
$ | 23,922 | $ | 23,121 | ||||
Debt due within one year |
261 | | ||||||
Total debt |
24,183 | 23,121 | ||||||
Cash and equivalents |
(3,510 | ) | (3,047 | ) | ||||
Net debt(a) |
20,673 | 20,074 | ||||||
Mandatorily redeemable preferred equity |
300 | 300 | ||||||
Net debt and mandatorily redeemable preferred equity |
$ | 20,973 | $ | 20,374 |
(a) | Net debt is defined as total debt less cash and equivalents. |
RETURN OF CAPITAL
Time Warner Cable returned over $1 billion to shareholders during the quarter. Share
repurchases during the second quarter of 2011 totaled $863 million, or 11.5 million shares of
common stock. As of June 30, 2011, approximately $1.8 billion remained under the Companys share
repurchase authorization. Time Warner Cable also paid regular dividends of $163 million during the
second quarter of 2011.
SUBSCRIBER METRICS
(in thousands) | Net | |||||||||||
Additions | ||||||||||||
3/31/11 | (Declines) | 6/30/11 | ||||||||||
Residential services subscribers: |
||||||||||||
Video(a) |
12,191 | (130 | ) | 12,067 | ||||||||
High-speed data(a) |
9,646 | 54 | 9,703 | |||||||||
Voice |
4,457 | 32 | 4,489 | |||||||||
Primary service units(a) |
26,294 | (44 | ) | 26,259 | ||||||||
Business services subscribers: |
||||||||||||
Video |
166 | 2 | 168 | |||||||||
High-speed data |
346 | 13 | 359 | |||||||||
Voice |
123 | 13 | 136 | |||||||||
Primary service units |
635 | 28 | 663 | |||||||||
Total primary service units(a) |
26,929 | (16 | ) | 26,922 | ||||||||
|
||||||||||||
Single play subscribers(a) |
5,876 | (91 | ) | 5,788 | ||||||||
Double play subscribers(a) |
4,883 | (21 | ) | 4,865 | ||||||||
Triple play subscribers |
3,763 | 38 | 3,801 | |||||||||
Customer relationships(a) |
14,522 | (74 | ) | 14,454 |
Refer to the Trending Schedules posted on the Companys website at
www.timewarnercable.com/investors for definitions related to the Companys subscriber
metrics.
(a) | During the second quarter of 2011, the Company acquired cable systems, resulting in an increase of 6,000 residential services video subscribers, 3,000 residential services high-speed data subscribers, 9,000 residential services and total primary service units, 3,000 single play subscribers, 3,000 double play subscribers and 6,000 customer relationships. The acquired subscribers are reflected in the Companys subscriber numbers as of June 30, 2011; however, they are not reflected in net additions (declines) for the second quarter of 2011. |
4
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 OIBDA
less Capital Expenditures and Free Cash Flow. Refer to Note 2 to the accompanying consolidated
financial statements for a discussion of the Companys 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 more than 14 million customers to entertainment,
information and each other. Time Warner Cable Business Class offers data, video and voice services
to businesses of all sizes, cell tower backhaul services to wireless carriers and, through its
NaviSite subsidiary, enterprise-class hosting, managed application, messaging and cloud services.
Time Warner Cable Media, the advertising 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.timewarnercable.com, www.twcbc.com,
www.navisite.com, and www.twcmedia.com.
Additional details on financial and subscriber metrics are included in the Trending Schedules
posted on the Companys Investor Relations website at www.timewarnercable.com/investors.
Information on Conference Call
Time Warner Cables earnings conference call can be heard live at 8:30 am ET on Thursday, July 28,
2011. To listen to the call, visit www.timewarnercable.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 managements 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. 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 | |||||
Justin Venech (212) 364-8242
|
Laraine Mancini (212) 364-8202 |
# # #
5
TIME WARNER CABLE INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(in millions) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and equivalents |
$ | 3,510 | $ | 3,047 | ||||
Receivables,
less allowances of $86 million and $74 million as of June 30, 2011 and December 31, 2010, respectively |
704 | 718 | ||||||
Deferred income tax assets |
147 | 150 | ||||||
Other current assets |
170 | 425 | ||||||
Total current assets |
4,531 | 4,340 | ||||||
Investments |
809 | 866 | ||||||
Property, plant and equipment, net |
13,583 | 13,873 | ||||||
Intangible assets subject to amortization, net |
188 | 132 | ||||||
Intangible assets not subject to amortization |
24,100 | 24,091 | ||||||
Goodwill |
2,233 | 2,091 | ||||||
Other assets |
460 | 429 | ||||||
Total assets |
$ | 45,904 | $ | 45,822 | ||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 300 | $ | 529 | ||||
Deferred revenue and subscriber-related liabilities |
177 | 163 | ||||||
Accrued programming expense |
827 | 765 | ||||||
Current maturities of long-term debt |
261 | | ||||||
Other current liabilities |
1,576 | 1,629 | ||||||
Total current liabilities |
3,141 | 3,086 | ||||||
Long-term debt |
23,922 | 23,121 | ||||||
Mandatorily redeemable preferred equity issued by a subsidiary |
300 | 300 | ||||||
Deferred income tax liabilities, net |
9,981 | 9,637 | ||||||
Other liabilities |
511 | 461 | ||||||
TWC shareholders equity: |
||||||||
Common
stock, $0.01 par value, 328.3 million and 348.3 million
shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively |
3 | 3 | ||||||
Additional paid-in capital |
8,628 | 9,444 | ||||||
Accumulated other comprehensive loss, net |
(317 | ) | (291 | ) | ||||
Retained earnings (accumulated deficit) |
(273 | ) | 54 | |||||
Total TWC shareholders equity |
8,041 | 9,210 | ||||||
Noncontrolling interests |
8 | 7 | ||||||
Total equity |
8,049 | 9,217 | ||||||
Total liabilities and equity |
$ | 45,904 | $ | 45,822 | ||||
See accompanying notes.
Certain reclassifications have been made to the prior year financial information to conform to
the current period presentation.
6
TIME WARNER CABLE INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(in millions, except per share data) | ||||||||||||||||
Revenues |
$ | 4,944 | $ | 4,734 | $ | 9,771 | $ | 9,333 | ||||||||
Costs and expenses: |
||||||||||||||||
Costs of revenues(a) |
2,297 | 2,205 | 4,569 | 4,384 | ||||||||||||
Selling, general and administrative(a) |
823 | 780 | 1,647 | 1,531 | ||||||||||||
Depreciation |
744 | 749 | 1,488 | 1,492 | ||||||||||||
Amortization |
8 | 62 | 14 | 127 | ||||||||||||
Merger-related and restructuring costs |
9 | 20 | 15 | 31 | ||||||||||||
Total costs and expenses |
3,881 | 3,816 | 7,733 | 7,565 | ||||||||||||
Operating Income |
1,063 | 918 | 2,038 | 1,768 | ||||||||||||
Interest expense, net |
(366 | ) | (341 | ) | (729 | ) | (688 | ) | ||||||||
Other expense, net |
(32 | ) | (18 | ) | (62 | ) | (33 | ) | ||||||||
Income before income taxes |
665 | 559 | 1,247 | 1,047 | ||||||||||||
Income tax provision |
(244 | ) | (217 | ) | (500 | ) | (490 | ) | ||||||||
Net income |
421 | 342 | 747 | 557 | ||||||||||||
Less: Net income attributable to noncontrolling interests |
(1 | ) | | (2 | ) | (1 | ) | |||||||||
Net income attributable to TWC shareholders |
$ | 420 | $ | 342 | $ | 745 | $ | 556 | ||||||||
Net income per common share attributable to
TWC common shareholders: |
||||||||||||||||
Basic |
$ | 1.25 | $ | 0.96 | $ | 2.18 | $ | 1.56 | ||||||||
Diluted |
$ | 1.24 | $ | 0.95 | $ | 2.16 | $ | 1.55 | ||||||||
Average common shares outstanding: |
||||||||||||||||
Basic |
334.0 | 354.8 | 338.7 | 353.9 | ||||||||||||
Diluted |
339.6 | 360.1 | 344.6 | 358.5 | ||||||||||||
Cash dividends declared per share of common stock |
$ | 0.48 | $ | 0.40 | $ | 0.96 | $ | 0.80 | ||||||||
(a) | Costs of revenues and selling, general and administrative expenses exclude depreciation. |
See accompanying notes.
Certain reclassifications have been made to the prior year financial information to conform to the
current period presentation.
7
TIME WARNER CABLE INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
(in millions) | ||||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 747 | $ | 557 | ||||
Adjustments for noncash and nonoperating items: |
||||||||
Depreciation |
1,488 | 1,492 | ||||||
Amortization |
14 | 127 | ||||||
Loss from equity investments, net of cash distributions |
65 | 48 | ||||||
Deferred income taxes |
391 | 193 | ||||||
Equity-based compensation expense |
65 | 61 | ||||||
Excess tax benefit from equity-based compensation |
(41 | ) | (13 | ) | ||||
Changes in operating assets and liabilities, net of acquisitions and dispositions: |
||||||||
Receivables |
39 | 2 | ||||||
Accounts payable and other liabilities |
30 | 109 | ||||||
Other changes |
282 | 116 | ||||||
Cash provided by operating activities |
3,080 | 2,692 | ||||||
INVESTING ACTIVITIES |
||||||||
Acquisitions and investments, net of cash acquired and distributions received |
(303 | ) | 9 | |||||
Capital expenditures |
(1,363 | ) | (1,472 | ) | ||||
Other investing activities |
18 | 6 | ||||||
Cash used by investing activities |
(1,648 | ) | (1,457 | ) | ||||
FINANCING ACTIVITIES |
||||||||
Borrowings (repayments), net(a) |
| (1,261 | ) | |||||
Borrowings(b) |
1,009 | | ||||||
Repayments(b) |
(44 | ) | | |||||
Debt issuance costs |
(8 | ) | | |||||
Proceeds from exercise of stock options |
98 | 74 | ||||||
Excess tax benefit from equity-based compensation |
41 | 13 | ||||||
Dividends paid |
(330 | ) | (288 | ) | ||||
Repurchases of common stock |
(1,691 | ) | | |||||
Other financing activities |
(44 | ) | (7 | ) | ||||
Cash used by financing activities |
(969 | ) | (1,469 | ) | ||||
Increase (decrease) in cash and equivalents |
463 | (234 | ) | |||||
Cash and equivalents at beginning of period |
3,047 | 1,048 | ||||||
Cash and equivalents at end of period |
$ | 3,510 | $ | 814 | ||||
(a) | Borrowings (repayments), net, reflects borrowings under the Companys commercial paper program with original maturities of three months or less, net of repayments of such borrowings. | |
(b) | Amounts represent borrowings and repayments related to debt instruments with original maturities greater than three months. |
See accompanying notes.
Certain reclassifications have been made to the prior year financial information to conform to
the current period presentation.
8
TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ITEMS AFFECTING COMPARABILITY
The following items affected the comparability of net income attributable to TWC shareholders
for the three and six months ended June 30, 2011 and 2010:
(in millions, except per share data) | 2nd Quarter | Year-to-Date 6/30 | ||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Merger-related and restructuring costs
|
$ | (9 | ) | $ | (20 | ) | $ | (15 | ) | $ | (31 | ) | ||||
Gain
(loss) on equity award reimbursement obligation to Time Warner(a) |
| 3 | (5 | ) | 7 | |||||||||||
Separation-related make-up equity award costs(b)
|
| (2 | ) | | (4 | ) | ||||||||||
Pretax impact
|
(9 | ) | (19 | ) | (20 | ) | (28 | ) | ||||||||
Income tax impact of the above items
|
4 | 9 | 8 | 12 | ||||||||||||
Income tax impact of domestic production activities
deduction
|
15 | | 15 | | ||||||||||||
Income tax impact of expired Time Warner stock
options, net(c)
|
8 | 2 | (12 | ) | (70 | ) | ||||||||||
After-tax impact
|
$ | 18 | $ | (8 | ) | $ | (9 | ) | $ | (86 | ) | |||||
Impact per basic and diluted common share
|
$ | 0.05 | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.24 | ) | |||||
(a) | Pursuant to an agreement with Time Warner Inc. (Time Warner), Time Warner Cable Inc. (TWC or the Company) is obligated to reimburse Time Warner for the cost of certain Time Warner equity awards held by TWC employees upon exercise or vesting of such awards. Amounts represent the change in the reimbursement obligation, which fluctuates primarily with the fair value of the underlying equity awards and is recorded in earnings in the period of change. | |
(b) | As a result of the Companys separation (the Separation) from Time Warner, pursuant to their terms, Time Warner equity awards held by TWC employees were forfeited and/or experienced a reduction in value as of the date of the Separation. Amounts represent costs associated with TWC stock options and restricted stock units granted to TWC employees during the second quarter of 2009 to offset these forfeitures and/or reduced values. | |
(c) | Amounts represent the impacts of the reversal of deferred income tax assets associated with Time Warner stock option awards held by TWC employees, net of excess tax benefits realized upon the exercise of TWC stock options or vesting of TWC restricted stock units. |
2. USE OF NON-GAAP FINANCIAL MEASURES
In discussing its 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 OIBDA less Capital Expenditures 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; merger-related and restructuring costs; and costs associated with certain equity awards granted to employees to offset value lost as a result of the Separation. | ||
| Adjusted OIBDA less Capital Expenditures means Adjusted OIBDA minus capital expenditures. | ||
| 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 any excess tax benefit from equity-based compensation, less (i) capital expenditures, (ii) cash paid for other intangible assets |
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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(excluding those associated with business combinations), (iii) partnership distributions to third parties and (iv) principal payments on capital leases. |
Management uses OIBDA and Adjusted OIBDA, among other measures, in evaluating the performance
of the Companys business because they eliminate the effects of (1) considerable amounts of noncash
depreciation and amortization and (2) items not within the control of the Companys operations
managers (such as net income attributable to noncontrolling interests, 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. Adjusted OIBDA less
Capital Expenditures also allows management to evaluate performance including the effect of capital
spending decisions. Adjusted OIBDA and Adjusted OIBDA less Capital Expenditures are also
significant performance measures used in the Companys annual incentive compensation programs.
Management believes that Free Cash Flow is an important indicator of the Companys liquidity after
the payment of cash taxes, interest and other cash items, including its ability to reduce net debt,
pay dividends, repurchase common stock and make strategic investments. In addition, all of these
measures are commonly used by analysts, investors and others in evaluating the Companys
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
revenues. To compensate for such limitations, management evaluates performance through Adjusted
OIBDA less Capital Expenditures and Free Cash Flow, which reflect capital expenditure decisions,
and net income attributable to TWC shareholders, which reflects the periodic costs of capitalized
assets. Adjusted OIBDA and Adjusted OIBDA less Capital Expenditures do 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, Adjusted OIBDA and Adjusted OIBDA less Capital
Expenditures also fail to reflect the significant costs borne by the Company for income taxes and
debt servicing costs, the share of OIBDA, Adjusted OIBDA and Adjusted OIBDA less Capital
Expenditures attributable to noncontrolling interests, the results of the Companys equity
investments and other non-operational income or expense. 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
Companys 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.
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