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Time Warner Cable Inc. (NYSE:TWC) today reported financial results for
its third quarter ended September 30, 2012.
Time Warner Cable Chief Executive Officer Glenn Britt said: “Our
third-quarter results were good, with most trends similar to the
preceding quarter. Our operating results were driven by continued strong
performance in residential high-speed data and business services, an
acceleration in high-margin political advertising and the contributions
from our Insight systems. During the quarter, we remained focused on
investing in growing our business, while at the same time ramping
capital returns to our shareholders.”
Britt continued, “Our sympathies go out to those suffering in the wake
of Hurricane Sandy, and we are thankful for the efforts of our employees
who worked in many ways to help keep our customers informed and
connected during the storm, as well as those who have been dealing with
the many after-effects.”
FINANCIAL RESULTS
Revenues for the third quarter of 2012 increased 9.2% from the
third quarter of 2011 to $5.4 billion. Residential services revenues
increased 7.0% to $4.5 billion and business services revenues grew 27.4%
to $493 million, while advertising revenues increased 22.2% to $264
million.
(in millions; unaudited)
3rd Quarter
Year-to-Date 9/30
Change
Change
2012
2011
$
%
2012
2011
$
%
Residential services revenues:
Video
$
2,722
$
2,624
$
98
3.7%
$
8,230
$
7,961
$
269
3.4%
High-speed data
1,279
1,119
160
14.3%
3,744
3,328
416
12.5%
Voice
530
494
36
7.3%
1,577
1,484
93
6.3%
Other
17
13
4
30.8%
47
36
11
30.6%
Total residential services revenues
4,548
4,250
298
7.0%
13,598
12,809
789
6.2%
Business services revenues:
Video
83
73
10
13.7%
240
212
28
13.2%
High-speed data
235
187
48
25.7%
667
531
136
25.6%
Voice
83
52
31
59.6%
219
140
79
56.4%
Wholesale transport
47
39
8
20.5%
132
110
22
20.0%
Other
45
36
9
25.0%
128
67
61
91.0%
Total business services revenues
493
387
106
27.4%
1,386
1,060
326
30.8%
Advertising revenues
264
216
48
22.2%
740
638
102
16.0%
Other revenues
58
58
—
—
177
175
2
1.1%
Total revenues
$
5,363
$
4,911
$
452
9.2%
$
15,901
$
14,682
$
1,219
8.3%
Revenues for the third quarter of 2012 benefited from acquisitions, as
detailed below.
(in millions; unaudited)
3rd Quarter 2012
Historical
Organic
Acquisitions
Total
TWC(a)
% Change(b)
Insight
NewWave
Total
TWC
Residential services revenues:
Video
$
2,573
(1.9
%)
$
138
$
11
$
149
$
2,722
High-speed data
1,209
8.0
%
66
4
70
1,279
Voice
489
(1.0
%)
38
3
41
530
Other
17
30.8
%
—
—
—
17
Total residential services revenues
4,288
0.9
%
242
18
260
4,548
Business services revenues
474
22.5
%
17
2
19
493
Advertising revenues
253
17.1
%
11
—
11
264
Other revenues
58
—
—
—
—
58
Total revenues
$
5,073
3.3
%
$
270
$
20
$
290
$
5,363
(a) Historical TWC amounts exclude the results of (i) Insight
Communications Company, Inc. (acquired on February 29, 2012) and
(ii) the cable systems acquired from NewWave Communications on
November 1, 2011.
(b) Organic % Change represents the change between the Historical
TWC amounts for the third quarter of 2012 and TWC’s results for
the third quarter of 2011 included in the table on page 1.
(in millions; unaudited)
Year-to-Date 9/30/2012
Historical
Organic
Acquisitions
Total
TWC(a)
% Change(b)
Insight(c)
NewWave
NaviSite(d)
Total
TWC
Residential services revenues:
Video
$
7,872
(1.1
%)
$
325
$
33
$
—
$
358
$
8,230
High-speed data
3,577
7.5
%
154
13
—
167
3,744
Voice
1,480
(0.3
%)
89
8
—
97
1,577
Other
45
25.0
%
2
—
—
2
47
Total residential services revenues
12,974
1.3
%
570
54
—
624
13,598
Business services revenues
1,294
22.1
%
38
5
49
92
1,386
Advertising revenues
714
11.9
%
26
—
—
26
740
Other revenues
175
—
2
—
—
2
177
Total revenues
$
15,157
3.2
%
$
636
$
59
$
49
$
744
$
15,901
(a) Historical TWC amounts include the results of NaviSite, Inc.
(acquired on April 21, 2011) for the period of April 21 through
September 30, 2012 and exclude the results of (i) NaviSite from
January 1 through April 20, 2012, (ii) Insight and (iii) the cable
systems acquired from NewWave.
(b) Organic % Change represents the change between the Historical
TWC amounts for the nine months ended September 30, 2012 and TWC’s
results for the nine months ended September 30, 2011 included in
the table on page 1.
(c) Insight amounts represent the financial results of Insight
from the date of acquisition (February 29, 2012) through September
30, 2012.
(d) NaviSite amounts represent NaviSite’s results for the period
from January 1 through April 20, 2012.
Excluding the impact from acquisitions:
Residential services revenues
Residential services revenue growth was primarily driven by an increase
in high-speed data revenues, partially offset by declines in video and
voice revenues.
The growth in residential high-speed data revenues was the result of
growth in high-speed data subscribers and an increase in average
revenues per subscriber (due to both price increases and a greater
percentage of subscribers purchasing higher-priced tiers of service).
Residential video revenues decreased driven by declines in video
subscribers and transactional video-on-demand revenues, partially
offset by price increases, a greater percentage of subscribers
purchasing higher-priced tiers of service and increased revenues from
equipment rental charges.
Residential voice revenues decreased slightly due to a decrease in
average revenues per subscriber, primarily due to promotional offers,
partially offset by growth in voice subscribers.
Business services revenues
Business services revenue growth was primarily due to increases in
high-speed data and voice subscribers and growth in Metro Ethernet
revenues.
Advertising revenues
Advertising revenues increased primarily as a result of increases in
political advertising and revenues from advertising inventory sold on
behalf of other video distributors.
Adjusted Operating Income before Depreciation and Amortization
(“Adjusted OIBDA”) for the third quarter of 2012 increased 9.2% from
the third quarter of 2011 to $1.9 billion. The increase was driven by
revenue growth, partially offset by a 9.2% increase in operating
expenses.
Operating expenses grew primarily due to higher employee costs, video
programming expenses, other operating costs and voice costs. Employee
costs were up 10.0% to $1.1 billion, due to higher headcount (primarily
driven by acquisitions and organic growth in business services,
partially offset by an organic decline in residential services) and
higher compensation costs per employee. Pension costs increased $15
million. Video programming expenses grew 8.2% to $1.2 billion due to an
increase in average monthly video programming costs per video subscriber
and a net increase in video subscribers (primarily due to the
acquisition of Insight offset, in part, by an organic decline in video
subscribers). Average monthly video programming costs per video
subscriber increased 6.1% year-over-year to $31.45 for the third quarter
of 2012, primarily driven by contractual rate increases, partially
offset by a decline in transactional video-on-demand costs. For the
third quarter of 2012 and 2011, video programming costs were reduced by
approximately $5 million and $10 million, respectively, due to net
changes in cost estimates for programming services carried without a
contract, changes in programming audit reserves and certain contract
settlements. Voice costs were up 11.0% to $151 million, primarily as a
result of an increase in voice subscribers due to both organic growth
and the Insight acquisition, partially offset by a decrease in delivery
costs per subscriber related to the in-sourcing of voice transport,
switching and interconnection services.
Operating Income for the third quarter of 2012 increased 9.2%
from the third quarter of 2011 to $1.1 billion, driven by higher
Adjusted OIBDA, partially offset by higher depreciation and amortization
expenses primarily as a result of the Company’s recent acquisitions
(largely Insight). The increase in depreciation expense was partially
offset by certain assets acquired in the 2006 transactions with Adelphia
Communications Corporation and Comcast Corporation that were fully
depreciated as of July 31, 2012.
(in millions; unaudited)
3rd Quarter
Year-to-Date 9/30
Change
Change
2012
2011
$
%
2012
2011
$
%
Adjusted OIBDA(a)
$
1,946
$
1,782
$
164
9.2
%
$
5,830
$
5,337
$
493
9.2
%
Adjusted OIBDA margin(b)
36.3
%
36.3
%
36.7
%
36.4
%
Merger-related and restructuring costs
(32
)
(21
)
(11
)
52.4
%
(98
)
(36
)
(62
)
172.2
%
OIBDA(a)
1,914
1,761
153
8.7
%
5,732
5,301
431
8.1
%
Depreciation
(789
)
(750
)
(39
)
5.2
%
(2,377
)
(2,238
)
(139
)
6.2
%
Amortization
(31
)
(9
)
(22
)
244.4
%
(79
)
(23
)
(56
)
243.5
%
Operating Income
$
1,094
$
1,002
$
92
9.2
%
$
3,276
$
3,040
$
236
7.8
%
(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.
Adjusted OIBDA less Capital Expenditures for the first nine
months of 2012 totaled $3.6 billion, an 8.9% increase over the first
nine months of 2011, due to higher Adjusted OIBDA, partially offset by
higher capital expenditures. Capital Expenditures were $2.2
billion for the first nine months of 2012, a 9.8% increase over the
first nine months of 2011, largely reflecting higher spending in line
extensions, support capital, customer premise equipment and scalable
infrastructure.
(in millions; unaudited)
3rd Quarter
Year-to-Date 9/30
Change
Change
2012
2011
$
%
2012
2011
$
%
Adjusted OIBDA(a)
$
1,946
$
1,782
$
164
9.2
%
$
5,830
$
5,337
$
493
9.2
%
Capital expenditures
(773
)
(632
)
(141
)
22.3
%
(2,191
)
(1,995
)
(196
)
9.8
%
Adjusted OIBDA less capital expenditures(a)
$
1,173
$
1,150
$
23
2.0
%
$
3,639
$
3,342
$
297
8.9
%
(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 $808 million, or
$2.64 per basic common share and $2.60 per diluted common share, for the
third quarter of 2012 compared to $356 million, or $1.09 per basic
common share and $1.08 per diluted common share, for the third quarter
of 2011. The growth in net income attributable to TWC shareholders
resulted primarily from a change in other income (expense), net, and
growth in Operating Income, partially offset by higher income tax
provision (which included a net benefit from certain tax matters) and
interest expense, net. The change in other income (expense), net, was
primarily due to third-quarter 2012 investment-related gains
(SpectrumCo, LLC and Clearwire Corporation) and a decline in losses from
Clearwire Communications LLC as the Company’s investment was reduced to
$0 during the third quarter of 2011.
Adjusted Net Income Attributable to TWC Shareholders and Adjusted
Diluted EPS, which exclude the investment-related gains (SpectrumCo
and Clearwire) and certain other items affecting the comparability of
TWC’s results for the third quarters of 2012 and 2011 detailed in Note 1
to the accompanying consolidated financial statements, were $438 million
and $1.41, respectively, for the third quarter of 2012 compared to $366
million and $1.11, respectively, for the third quarter of 2011. These
increases were primarily due to higher Operating Income and a change in
other income (expense), net, partially offset by higher income tax
provision and interest expense, net. The change in other income
(expense), net, was primarily due to a decline in losses from Clearwire
Communications as the Company’s investment was reduced to $0 during the
third quarter of 2011. Additionally, Adjusted Diluted EPS for the third
quarter of 2012 benefited from lower average common shares outstanding
as a result of share repurchases under the Company’s stock repurchase
program.
(in millions, except per share data; unaudited)
3rd Quarter
Year-to-Date 9/30
Change
Change
2012
2011
$
%
2012
2011
$
%
Net income attributable to TWC shareholders
$
808
$
356
$
452
127.0%
$
1,642
$
1,101
$
541
49.1%
Adjusted net income attributable to TWC shareholders(a)
$
438
$
366
$
72
19.7%
$
1,318
$
1,126
$
192
17.1%
Net income per common share attributable to TWC common
shareholders:
Basic
$
2.64
$
1.09
$
1.55
142.2%
$
5.27
$
3.28
$
1.99
60.7%
Diluted
$
2.60
$
1.08
$
1.52
140.7%
$
5.22
$
3.24
$
1.98
61.1%
Adjusted Diluted EPS(a)
$
1.41
$
1.11
$
0.30
27.0%
$
4.19
$
3.32
$
0.87
26.2%
(a) Refer to Note 2 to the accompanying consolidated financial
statements for a definition of Adjusted net income attributable to
TWC shareholders and Adjusted Diluted EPS.
Free Cash Flow for the first nine months of 2012 decreased 16.6%
to $2.0 billion from $2.4 billion in the first nine months of 2011, due
mainly to lower cash provided by operating activities and an increase in
capital expenditures. Cash Provided by Operating Activities for
the first nine months of 2012 was $4.1 billion, a 5.3% decrease from
$4.3 billion in the first nine months of 2011. This decrease was driven
by a significant income tax refund (received in the first quarter of
2011) and increases in income tax payments, net interest payments and
pension plan contributions, partially offset by higher Adjusted OIBDA.
(a) Refer to Note 2 to the accompanying consolidated financial
statements for a definition of Adjusted OIBDA and Free Cash Flow.
(b) 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 and Mandatorily Redeemable Preferred Equity totaled
$23.5 billion as of September 30, 2012 compared to $21.6 billion as of
December 31, 2011, as the cash used for the acquisition of Insight,
share repurchases and dividend payments was greater than Free Cash Flow
and the proceeds from the sale of SpectrumCo’s advanced wireless
spectrum licenses.
(in millions; unaudited)
9/30/2012
12/31/2011
Long-term debt
$
25,187
$
24,320
Debt due within one year
1,876
2,122
Total debt
27,063
26,442
Cash and equivalents
(3,853
)
(5,177
)
Net debt(a)
23,210
21,265
Mandatorily redeemable preferred equity
300
300
Net debt and mandatorily redeemable preferred equity
$
23,510
$
21,565
(a) Net debt is defined as total debt less cash and equivalents.
RETURN OF CAPITAL
Time Warner Cable returned $673 million to shareholders during the
quarter. Share repurchases during the third quarter of 2012 totaled $500
million or 5.7 million shares of common stock. As of September 30, 2012,
$2.8 billion remained under the Company’s share repurchase
authorization. Time Warner Cable also paid a regular dividend of $0.56
per share of common stock, $173 million in aggregate, during the third
quarter of 2012.
SUBSCRIBER METRICS
(in thousands)
Net
Additions
6/30/2012
(Declines)
9/30/2012
Residential services subscribers:
Video
12,299
(140
)
12,159
High-speed data
10,775
85
10,860
Voice
4,990
—
4,990
Business services subscribers:
Video
185
—
185
High-speed data
433
13
446
Voice
198
14
212
Single play subscribers
5,950
(14
)
5,936
Double play subscribers
5,099
(29
)
5,070
Triple play subscribers
4,244
14
4,258
Customer relationships
15,293
(29
)
15,264
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.
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, Adjusted net income attributable to TWC shareholders,
Adjusted Diluted EPS and Free Cash Flow. Refer to Note 2 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 more than 15 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, managed and
outsourced information technology solutions 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.twc.com,
www.twcbc.com,
www.navisite.com,
and www.twcmedia.com.
Additional details on financial and subscriber metrics are included in
the Trending Schedules and Presentation Slides 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 Monday, November 5, 2012. 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. 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.
TIME WARNER CABLE INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30,
December 31,
2012
2011
(in millions)
ASSETS
Current assets:
Cash and equivalents
$
3,853
$
5,177
Receivables, less allowances of $82 million and $62 million as of
September 30, 2012 and December 31, 2011, respectively
899
767
Deferred income tax assets
372
267
Other current assets
238
187
Total current assets
5,362
6,398
Investments
88
774
Property, plant and equipment, net
14,510
13,905
Intangible assets subject to amortization, net
666
228
Intangible assets not subject to amortization
26,011
24,272
Goodwill
2,893
2,247
Other assets
555
452
Total assets
$
50,085
$
48,276
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
458
$
545
Deferred revenue and subscriber-related liabilities
191
169
Accrued programming expense
875
807
Current maturities of long-term debt
1,876
2,122
Mandatorily redeemable preferred equity issued by a subsidiary
300
—
Other current liabilities
1,834
1,727
Total current liabilities
5,534
5,370
Long-term debt
25,187
24,320
Mandatorily redeemable preferred equity issued by a subsidiary
—
300
Deferred income tax liabilities, net
11,262
10,198
Other liabilities
485
551
TWC shareholders’ equity:
Common stock, $0.01 par value, 303.3 million and 315.0 million
shares issued and outstanding as of September 30, 2012 and
December 31, 2011, respectively
3
3
Additional paid-in capital
7,707
8,018
Retained earnings
440
68
Accumulated other comprehensive loss, net
(541
)
(559
)
Total TWC shareholders’ equity
7,609
7,530
Noncontrolling interests
8
7
Total equity
7,617
7,537
Total liabilities and equity
$
50,085
$
48,276
See accompanying notes.
TIME WARNER CABLE INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2012
2011
2012
2011
(in millions, except per share data)
Revenues
$
5,363
$
4,911
$
15,901
$
14,682
Costs and expenses:
Costs of revenues(a)
2,499
2,286
7,377
6,855
Selling, general and administrative(a)
918
843
2,694
2,490
Depreciation
789
750
2,377
2,238
Amortization
31
9
79
23
Merger-related and restructuring costs
32
21
98
36
Total costs and expenses
4,269
3,909
12,625
11,642
Operating Income
1,094
1,002
3,276
3,040
Interest expense, net
(402
)
(383
)
(1,204
)
(1,112
)
Other income (expense), net
496
(22
)
493
(84
)
Income before income taxes
1,188
597
2,565
1,844
Income tax provision
(379
)
(241
)
(920
)
(741
)
Net income
809
356
1,645
1,103
Less: Net income attributable to noncontrolling interests
(1
)
—
(3
)
(2
)
Net income attributable to TWC shareholders
$
808
$
356
$
1,642
$
1,101
Net income per common share attributable to TWC common
shareholders:
Basic
$
2.64
$
1.09
$
5.27
$
3.28
Diluted
$
2.60
$
1.08
$
5.22
$
3.24
Average common shares outstanding:
Basic
305.7
323.8
310.2
333.7
Diluted
310.2
329.1
314.8
339.4
Cash dividends declared per share of common stock
$
0.56
$
0.48
$
1.68
$
1.44
(a) Costs of revenues and selling, general and
administrative expenses exclude depreciation.
See accompanying notes.
TIME WARNER CABLE INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2012
2011
(in millions)
OPERATING ACTIVITIES
Net income
$
1,645
$
1,103
Adjustments for noncash and nonoperating items:
Depreciation
2,377
2,238
Amortization
79
23
Pretax gain on sale of investment in Clearwire
(64
)
—
(Income) loss from equity-method investments, net of cash
distributions
(433
)
98
Deferred income taxes
409
575
Equity-based compensation expense
104
88
Excess tax benefit from equity-based compensation
(73
)
(46
)
Changes in operating assets and liabilities, net of acquisitions and
dispositions:
Receivables
(31
)
34
Accounts payable and other liabilities
105
8
Other changes
(3
)
223
Cash provided by operating activities
4,115
4,344
INVESTING ACTIVITIES
Acquisitions and investments, net of cash acquired and distributions
received
(1,426
)
(333
)
Proceeds from SpectrumCo’s sale of spectrum licenses
1,112
—
Capital expenditures
(2,191
)
(1,995
)
Other investing activities
23
21
Cash used by investing activities
(2,482
)
(2,307
)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt
2,258
3,227
Repayments of long-term debt
(1,750
)
—
Repayments of long-term debt assumed in acquisitions
(1,730
)
(44
)
Debt issuance costs
(25
)
(24
)
Proceeds from exercise of stock options
124
109
Taxes paid in cash in lieu of shares issued for equity-based
compensation
(43
)
(29
)
Excess tax benefit from equity-based compensation
73
46
Dividends paid
(529
)
(488
)
Repurchases of common stock
(1,287
)
(2,291
)
Other financing activities
(48
)
(17
)
Cash provided (used) by financing activities
(2,957
)
489
Increase (decrease) in cash and equivalents
(1,324
)
2,526
Cash and equivalents at beginning of period
5,177
3,047
Cash and equivalents at end of period
$
3,853
$
5,573
See accompanying notes.
TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.ITEMS AFFECTING COMPARABILITY
The following items affected the comparability of Time Warner Cable
Inc.'s ("TWC" or the "Company") results for the three and nine months
ended September 30, 2012 and 2011:
(in millions, except per share data)
Operating
Income Tax
TWC Net
Diluted
OIBDA(a)
D&A(a)
Income
Other(a)
Provision
Income(a)
EPS(a)
3rd Quarter 2012:
As reported
$
1,914
$
(820
)
$
1,094
$
93
$
(379
)
$
808
$
2.60
Year-over-year change, as reported:
$
$
153
$
(61
)
$
92
$
498
$
(138
)
$
452
$
1.52
%
8.7
%
8.0
%
9.2
%
(123.0
%)
57.3
%
127.0
%
140.7
%
Items affecting comparability:
Merger-related and restructuring costs
32
—
32
—
(14
)
18
0.06
Gain on sale of SpectrumCo licenses(b)
—
—
—
(430
)
169
(261
)
(0.84
)
Gain on sale of investment in Clearwire(c)
—
—
—
(64
)
(19
)
(83
)
(0.27
)
Loss on equity award reimbursement obligation to Time Warner(d)
—
—
—
7
(3
)
4
0.01
Change in net deferred income tax liability effective tax rate(e)
—
—
—
—
(63
)
(63
)
(0.20
)
Impact of partnership basis difference(f)
—
—
—
—
15
15
0.05
As adjusted
$
1,946
$
(820
)
$
1,126
$
(394
)
$
(294
)
$
438
$
1.41
Year-over-year change, as adjusted:
$
$
164
$
(61
)
$
103
$
19
$
(50
)
$
72
$
0.30
%
9.2
%
8.0
%
10.1
%
(4.6
%)
20.5
%
19.7
%
27.0
%
3rd Quarter 2011:
As reported
$
1,761
$
(759
)
$
1,002
$
(405
)
$
(241
)
$
356
$
1.08
Items affecting comparability:
Merger-related and restructuring costs
21
—
21
—
(8
)
13
0.04
Gain on equity award reimbursement obligation to Time Warner(d)
—
—
—
(8
)
3
(5
)
(0.02
)
Impact of expired Time Warner stock options, net(g)
—
—
—
—
2
2
0.01
As adjusted
$
1,782
$
(759
)
$
1,023
$
(413
)
$
(244
)
$
366
$
1.11
(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.
(b) On August 24, 2012, SpectrumCo, LLC (“SpectrumCo”), of which
TWC owns 31.2%, sold all of its advanced wireless spectrum
licenses to Cellco Partnership (doing business as Verizon
Wireless).
(c) On September 27, 2012, the Company sold all of its investment
in Clearwire Corporation (“Clearwire”), the proceeds of which were
received on October 3, 2012. Income tax provision amount includes
a $46 million benefit related to the reversal of a valuation
allowance against a deferred income tax asset associated with the
Company’s investment in Clearwire as a result of the Company’s
ability to fully realize the capital losses from the sale of its
Clearwire interests by offsetting capital gains related to
SpectrumCo’s sale of spectrum licenses.
(d) 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 or vesting 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.
(e) Amount represents a benefit related to a change in the tax
rate applied to calculate the Company’s net deferred income tax
liability as a result of an internal reorganization effective on
September 30, 2012.
(f) Amount represents a charge related to the recording of a
deferred income tax liability associated with a partnership basis
difference.
(g) Amount represents the impact 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.
(in millions, except per share data)
Operating
Income Tax
TWC Net
Diluted
OIBDA(a)
D&A(a)
Income
Other(a)
Provision
Income(a)
EPS(a)
Year-to-Date 9/30/2012:
As reported
$
5,732
$
(2,456
)
$
3,276
$
(714
)
$
(920
)
$
1,642
$
5.22
Year-over-year change, as reported:
$
$
431
$
(195
)
$
236
$
484
$
(179
)
$
541
$
1.98
%
8.1
%
8.6
%
7.8
%
(40.4
%)
24.2
%
49.1
%
61.1
%
Items affecting comparability:
Merger-related and restructuring costs
98
—
98
—
(40
)
58
0.18
Asset impairments(b)
—
—
—
12
(5
)
7
0.02
Gain on sale of SpectrumCo licenses(c)
—
—
—
(430
)
169
(261
)
(0.83
)
Gain on sale of investment in Clearwire(d)
—
—
—
(64
)
(19
)
(83
)
(0.26
)
Loss on equity award reimbursement obligation to Time Warner(e)
—
—
—
5
(2
)
3
0.01
Change in net deferred income tax liability effective tax rate(f)
—
—
—
—
(63
)
(63
)
(0.20
)
Impact of partnership basis difference(g)
—
—
—
—
15
15
0.05
As adjusted
$
5,830
$
(2,456
)
$
3,374
$
(1,191
)
$
(865
)
$
1,318
$
4.19
Year-over-year change, as adjusted:
$
$
493
$
(195
)
$
298
$
10
$
(116
)
$
192
$
0.87
%
9.2
%
8.6
%
9.7
%
(0.8
%)
15.5
%
17.1
%
26.2
%
Year-to-Date 9/30/2011:
As reported
$
5,301
$
(2,261
)
$
3,040
$
(1,198
)
$
(741
)
$
1,101
$
3.24
Items affecting comparability:
Merger-related and restructuring costs
36
—
36
—
(14
)
22
0.07
Gain on equity award reimbursement obligation to Time Warner(e)
—
—
—
(3
)
1
(2
)
—
Impact of domestic production activities deduction
—
—
—
—
(9
)
(9
)
(0.03
)
Impact of expired Time Warner stock options, net(h)
—
—
—
—
14
14
0.04
As adjusted
$
5,337
$
(2,261
)
$
3,076
$
(1,201
)
$
(749
)
$
1,126
$
3.32
(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.
(b) Amount represents an impairment of TWC’s investment in Canoe
Ventures LLC, an equity-method investee engaged in the development
of advanced advertising platforms.
(c) On August 24, 2012, SpectrumCo, of which TWC owns 31.2%, sold
all of its advanced wireless spectrum licenses to Verizon Wireless.
(d) On September 27, 2012, the Company sold all of its investment
in Clearwire, the proceeds of which were received on October 3,
2012. Income tax provision amount includes a $46 million benefit
related to the reversal of a valuation allowance against a
deferred income tax asset associated with the Company’s investment
in Clearwire as a result of the Company’s ability to fully realize
the capital losses from the sale of its Clearwire interests by
offsetting capital gains related to SpectrumCo’s sale of spectrum
licenses.
(e) Pursuant to an agreement with Time Warner, TWC 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 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.
(f) Amount represents a benefit related to a change in the tax
rate applied to calculate the Company’s net deferred income tax
liability as a result of an internal reorganization effective on
September 30, 2012.
(g) Amount represents a charge related to the recording of a
deferred income tax liability associated with a partnership basis
difference.
(h) Amount represents the impact 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, 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; merger-related and restructuring costs; and
costs associated with certain equity awards granted to employees to
offset value lost as a result of the Company’s separation from Time
Warner (the “Separation”).
Adjusted OIBDA less capital expenditures means Adjusted OIBDA
minus capital expenditures.
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;
certain changes to income tax provision; and costs associated with
certain equity awards granted to employees to offset value lost as a
result of the Separation; as well as the impact of taxes and
noncontrolling interests 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.
Management uses OIBDA and Adjusted OIBDA, among other measures, in
evaluating the performance of the Company’s business 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 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 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 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 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.
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