10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 ___________________________________________

FORM 10-K

  ___________________________________________

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-34243

___________________________________________

tw telecom inc.

(Exact name of Registrant as specified in its charter)

 ___________________________________________

Delaware	84-1500624
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10475 Park Meadows Drive

Littleton, CO 80124

(Address of principal executive offices)

(303) 566-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
Common Stock $.01 par value	Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

 ___________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  x    NO  o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YES  o    NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES  x    NO  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES  x    NO  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)    YES  o    NO  x

As of June 30, 2013, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $4.1 billion, based on the closing price of the registrant’s common stock on the NASDAQ Stock Market reported for such date. Shares of common stock held by each executive officer and director have been excluded since those persons may under certain circumstances be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of tw telecom inc.’s common stock as of January 31, 2014 was 140,629,279 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required in Part III of this Annual Report on Form 10-K is incorporated herein by reference to our definitive proxy statement for the 2014 Annual Meeting of our stockholders, which we will file with the U.S. Securities and Exchange Commission on or before April 30, 2014.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including statements regarding, among other items, our expected financial position, capital expenditures, business and technology trends, fluctuations, the impact of the economic downturn, activities and results, expected revenue mix and revenue changes, expected revenue growth, the impact of accounting changes, the impact of regulatory changes, future tax benefits and expense, expense trends, future liquidity and capital resources, share repurchases, debt retirement, future cash balances, product plans, growth initiatives, growth or stability from particular customer segments, building penetration plans, the effects of consolidation in the telecommunications industry, anticipated customer disconnections and customer and revenue churn, Modified EBITDA and margin trends, market expansion plans, expected network expansion, potential changes in certain accounting reserves and allowances and business and financing plans. These forward-looking statements are based on management’s current expectations and are naturally subject to risks, uncertainties, and changes in circumstances, certain of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements.

The words “believe,” “plan,” “target,” “expect,” “intend,” and “anticipate,” and expressions of similar substance identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that those expectations will prove to be correct. Important factors that could cause actual results to differ materially from the expectations described in this report are set forth under “Risk Factors” in Item 1A and elsewhere in this report. In addition, actual results may differ from our expectations due to, among other things, the timing of disconnections, churn and service installations, which may affect the extent to which those factors impact our results in a particular period, increased competition and pricing pressures, inability to obtain rights to build networks into commercial buildings, economic downturns, which may adversely affect our revenue growth, net income or Modified EBITDA, delays in launching new products that our customers desire, growth initiatives and market expansions that may not result in the intended revenue growth acceleration, delays in connecting new leased fiber to our network, inability of fiber lessors to deliver all fiber contracted for, decreased demand for our products, industry consolidation and other industry conditions, significant increases or decreases in the market prices of our common stock, an ownership change that results in limitations on our use of net operating loss carryforwards (“NOLs”) under Section 382 of the Internal Revenue Code, increases in the prices we pay for use of facilities of incumbent local exchange carriers (“ILECs”) or other carriers changes in the availability of those facilities, increased costs from healthcare reform and higher taxes or further deregulation of the ILECs or other factors that may adversely affect the cost and availability of ILEC facilities or other facilities that we use to reach certain customer locations, and adverse regulatory rulings or legislative developments. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

TELECOMMUNICATIONS DEFINITIONS

In order to assist the reader in understanding certain terms relating to the telecommunications business that are used in this report, a glossary is included following Part III.

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INDEX

		PAGE
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Selected Financial Data	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	52
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	54
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accountant Fees and Services	54
	Glossary	55
PART IV
Item 15.	Exhibits and Financial Statement Schedules	58

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PART I

Item 1. Business

Financial Information

See Part II Item 8 for our financial results and information.

Overview

tw telecom inc. (together with its wholly-owned subsidiaries, “we” or the “Company”) is a leading national provider of managed network services, specializing in business Ethernet, data networking, converged, IP based virtual private network or "IP VPN", Internet access, voice, including voice over Internet Protocol or "VoIP", and network security services to enterprise organizations, including public sector entities, and carriers throughout the U.S., including their global locations. Our revenue is derived from business communication services, including data, high-speed Internet access, network and voice services. Our customers include enterprise organizations in a wide variety of industry segments including, among others, the financial services, technology and scientific, health care, distribution, manufacturing and professional services industries, data centers, cloud applications providers, public sector entities, system integrators and communications service providers, including ILECs, CLECs, wireless communications companies and cable companies.

Through our subsidiaries, we serve 75 U.S. metropolitan markets with local fiber networks that are connected to our regional fiber facilities and national IP backbone. As of December 31, 2013, our fiber network spanned over 30,000 route miles (including approximately 23,000 metropolitan route miles), connecting to 20,255 buildings served directly by our local fiber facilities. Included in the total buildings served directly by our metropolitan fiber facilities are approximately 470 third party data centers across the country where customers deploy their own equipment or connect to cloud applications providers. In addition, we are able to extend our reach beyond our fiber networks by providing off-network solutions to customers within and outside our 75 markets. We continue to extend our fiber footprint within our existing markets by connecting our network into additional locations and to expand our data, voice and IP networking capabilities between our markets, supporting secure end-to-end business Ethernet, IP VPN and converged solutions for customers. In November 2013, we announced a strategic market expansion to increase our metropolitan fiber footprint into five new markets and 27 existing markets and expand our regional fiber, through a long-term fiber lease. Unless otherwise indicated, information contained in this Annual Report on Form 10-K regarding our U.S. metropolitan markets and fiber network route miles does not give effect to our strategic market expansion.

We offer a portfolio of solutions to our customers with predictable and reliable service quality that we believe is industry-leading. We design and deliver scalable and efficient solutions that enable our customers’ complex and evolving business applications. These solutions emphasize our data networking service offerings, which include an expanding portfolio of business Ethernet data services, managed network services and our converged service offerings comprised of data, Internet, voice, security, remote access and managed routers. We also continue to provide a broad range of traditional services, including a dedicated network service portfolio with private line, special access and private transport services, voice services and secure Internet access.

We amended our Restated Certificate of Incorporation to change our corporate name from Time Warner Telecom Inc. to tw telecom inc. in March 2008. On July 1, 2008, we began using tw telecom inc. as our name and tw telecom as our brand.

Our principal executive offices are located at 10475 Park Meadows Drive, Littleton, Colorado 80124, and our telephone number is (303) 566-1000. Our Internet address is http://www.twtelecom.com. The information contained on our website is not part of, nor is it incorporated by reference into, this Annual Report on Form 10-K. Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to these reports are available on our website free of charge, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission. In addition, we intend to disclose on our website, any amendments to or waivers from our Code of Ethics applicable to our principal executive officer, principal financial officer, chief accounting officer, controller and treasurer and other persons performing similar functions within four business days following the date of such amendment or waiver.

Business Strategy

Our objective is to be the leading national provider of high quality business networking solutions leveraging our integrated network, operational and technology capabilities, dedicated people, local presence, personalized customer experience and advanced support systems to meet the complex and evolving needs of our customers and increase stockholder value. The key elements of our business strategy include the following:

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Focus Our Service Offerings to Meet the Complex and Evolving Needs of Our Customers. As the complex needs of our customers evolve and more of their critical applications are distributed between their private networks, third party data centers and cloud applications providers, we have developed and launched the first two phases of our innovative Intelligent Network and service capabilities, and have added enhancements to those capabilities as described below (see “Services--Data and Internet Services--Ethernet"):

• "Enhanced Management" launched in June 2012, which provides end-to-end visibility into network performance of Ethernet and managed services on a real-time, site-specific basis through our web-based customer portal. Customers are able to establish customized performance thresholds and receive proactive alerts on service performance. These innovative capabilities provide customers a segmented, granular view of their specific service performance information, rather than the aggregate network averages or overall views provided by other carriers; and

• "Dynamic Capacity" launched in August 2012, which enables Ethernet customers to scale their bandwidth on demand or schedule bandwidth availability as needed, paying for the incremental capacity they use. We have incorporated automation into this offering through our Alert Driven Dynamic Capacity® enhancement, described under "Services--Data and Internet Services--Ethernet" below.

We have also developed and launched our eLynk^(sm) Ethernet solution (see "Services--Data and Internet Services--Ethernet" below) and other solutions to address our customers' needs for seamless and elastic connections to their private, hybrid and public clouds.

Capitalize on the Increased Demand for Connectivity Created by the New Information Technology (“IT”) Environment to Enable Customers' IT and Business Strategies. Our enterprise customers are increasingly adopting cloud computing, collaboration, disaster recovery and data center strategies to advance their businesses. We believe that this new IT environment is creating new network demand and opportunities for us. Our network solutions provide customers the ability to consume network services similarly to how they consume cloud services, enabling us to capture incremental market share. With our Intelligent Network and other advanced service offerings, and elastic, dedicated, secure and reliable network connectivity, we believe we are well positioned to provide our customers the flexibility they seek as they are adopting cloud IT strategies to buy services on demand, for as long as they need the service. In addition to enterprises, we plan to continue to further leverage this demand by providing network solutions to data centers, cloud applications providers, hosting companies and other participants in this ecosystem and by further automating to enable enterprise customers to more quickly access secure connections to buildings and data centers on our network in order to access cloud solutions. More specifically, we expect that our future Constellation Platform^(sm) will connect our customers nearly instantaneously through data centers directly to numerous applications in the cloud with increasing network automation. We believe that these areas of growing demand will continue to be drivers of our growth.

Deliver a Customer Care Strategy that Differentiates Us from Our Competitors. We approach customer care from the customer’s viewpoint with:

• Our people: We seek to engage all of our employees, whether directly or indirectly, in providing the best possible customer experience. More than two-thirds of our employees have customer facing responsibilities,and we have established an internal award and recognition program to reward employees for the positive experience they deliver.

• Customized service interaction: We use a coordinated approach that leverages both local resources and our national operations centers to deliver personalized customer service, including providing timely status updates and resolving issues in the shortest possible timeframe. Customers choose the type of service interaction that works best for them: local, national, electronic or live support. In addition, customers can customize their view within our web-based customer portal to quickly locate the information that is most important to them. MyPortal is our tool to enable customer knowledge and decision making about their services. Customers can navigate through their account information, network services, trouble tickets, network performance information, order status, billing and payment information either through self-service or with the support of our customer service personnel. We continue to develop additional functionality and enhancements that our customers request and that support our solutions.

• Voice of the customer: We listen to our customers by capturing feedback from customer interactions, customer survey responses and live customer insight panels that provide us with information on our customers' challenges and needs and continually incorporate their feedback to deliver a better overall customer experience to them.

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We believe that our ongoing customer experience initiatives improve customer loyalty and retention, contribute to reductions in revenue churn and increase sales to existing customers. We plan to continue to innovate to enhance our customers’ experience and ease of doing business with us.

Leverage Our Local Presence on a National Scale with Global Reach. We leverage our local and regional fiber assets and our multi-purpose national Ethernet and IP backbone as well as integrate and manage facilities from other carriers, domestically and globally, to enable our customers to connect to their geographically distributed locations with our network solutions. We have a local presence in our markets with sales, sales engineering, customer support and operational resources, backed by a national organization, to provide personalized service and customized solutions for our customers. These local resources are led by general managers who have accountability for the growth, management and profitability of their local markets.

Enhance Our Multi-Channel Sales Strategy. We have a multi-channel approach to our sales strategy that includes:

• Our direct sales channel, consisting of highly knowledgeable and tenured sales and technical support personnel who focus on medium to large enterprise customers in our local markets. Our direct customer segment sales structure supports local sales, national enterprises, public sector entities, data centers and carriers. We continue to expand our direct sales organization, including sales professionals who can more effectively sell our more complex, IT-centric services, and to invest in tools, training and other initiatives to maximize sales productivity;

• Our indirect sales channel that extends our sales coverage in our markets by leveraging our representatives’ customer relationships. We continue to enhance our indirect sales channel in size and scope by adding selected representatives such as value added resellers, cloud services providers and system integrators, whose capabilities complement our network service offerings, and expand the portfolio of services available for sale through this channel; and

• Our customer relationship specialists, who focus on sales to our smaller customers and increasing customer retention, freeing our primary sales force to focus on high potential existing and new customers.

Employ A Disciplined Capital Allocation Strategy Designed to Position Us for Long-Term Growth and to Enhance Shareholder Value. Our strategy is to invest for near and long-term growth. We maintain a disciplined approach to capital spending to maximize revenue growth while maintaining attractive rates of return on capital invested to connect customers with our network. We continue to innovate and invest in our business for long-term growth throughout various economic cycles. These investments enable us to expand our market opportunity, extend our fiber network and increase both our operational and service capabilities to meet our customers’ growing and complex needs. As part of our long-term capital allocation strategy, we may, depending on opportunities and market conditions, choose to make investments in our business as described below, return value to our stockholders through share repurchases or other means, or enhance our balance sheet flexibility. Elements of our investment strategy include:

• Success-based investments. The majority of our investments are success-based, driven by customer sales, and include costs to connect our fiber networks with additional buildings and add equipment and capacity to our network, which must meet certain financial return criteria. In addition to funding current customer opportunities, these investments allow us to reach additional potential customers for future growth. This category of investments is intended to reach incremental return thresholds within the short to medium term.

• Long-term strategic investments. These investments fund geographic expansions within our markets and adjacent markets, strategic expansions into new markets, technological advancements of our network and service capabilities for future growth and enhancements to our back office support systems and customer interfaces to increase employee productivity and enhance the customer experience. These investments include fiber construction, strategic fiber purchases, equipment purchases and IT system enhancements for service advancements and automation, among others, all of which have a longer term expected return on investment. As part of our long-term investment strategy, in November 2013 we announced a strategic market expansion, which we expect to increase our addressable market by expanding our metropolitan fiber route miles by approximately 17%, including entry into five new markets and accelerating density of our metropolitan fiber footprint in 27 existing markets. As part of this expansion, we are also increasing our regional fiber footprint for greater capacity, increased network control and more cost effective connectivity.

Invest in Our People to Drive the Execution of Our Strategies. We have invested in our highly skilled, professional workforce that we believe allows us to differentiate ourselves from our competitors, innovate our services, advance our customer experience initiatives and make the necessary technological advancements to meet the complex and evolving needs of our customers. We have a multi-faceted approach to ensure our human resources are well aligned, capable and engaged in executing on our strategic business objectives. Elements of our approach include:

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• Developing strategies across the organization that prioritize our people investments;

• Enhancing our organizational effectiveness through organizational design, workforce and talent planning, change management and leadership development to maximize employee productivity and engagement;

• Optimizing our talent acquisition efforts through employment marketing, sourcing and recruiting to attract the best talent;

• Developing our talent by providing technical training for sales, operations and engineering resources, leadership and management training and detailed orientation programs to assure that we have skilled employees to remain an industry leader;

• Continually improving employee job performance through various performance management techniques and aligning annual employee goals with our corporate strategies; and

• Providing performance-based compensation designed to incent and engage employees to execute on our business objectives and to create long-term stockholder value.

Services

We deliver a comprehensive portfolio of data networking services, including elastic, secure and real time Ethernet bandwidth, and integrated and managed network solutions serving customers’ dynamic and complex network needs and IT requirements. Our revenue by major service categories for the years ended December 31, 2013, 2012 and 2011 was as follows:

	Years Ended December 31,
	2013				2012				2011
	(amounts in thousands)
Revenue:
Data and Internet services (1)	$	851,297	54	%	$	746,297	51	%	$	646,682	47	%
Voice services (1)	373,666		24		363,743		25		338,655		25
Network services	308,818		20		330,088		22		350,709		26
Intercarrier compensation	30,120		2		30,127		2		30,845		2
Total revenue	$	1,563,901	100	%	$	1,470,255	100	%	$	1,366,891	100	%

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⁽¹⁾  See "Services--Data and Internet Services--Managed Services" and "--Integrated Services" below. Revenue from the voice components of Managed Services and Integrated Services are included in the voice services revenue category.

We provide solutions to enterprise customers, ranging from small businesses to Fortune 500 enterprises, city, state and federal government entities, as well as carriers and other communication service providers. We continue to expand our service portfolio to meet our customers’ future networking demands, including access to new enterprise software applications, data storage, cloud computing, collaboration and security needs. Our primary service offerings are:

Data and Internet Services

Our data services enable customers to connect their locations and internal local area networks together into a single managed solution. From these capabilities, customers have options to manage an array of business and communication applications, including voice, Internet and private network connectivity. Our dedicated Internet service enables customers to access the Internet and other external networks.

Ethernet

• NLAN. A metropolitan business Ethernet solution that connects multiple locations on a point-to-point, point-to-multipoint or multipoint basis, providing customers with dedicated or shared transport services and the ability to prioritize different types of traffic by importance.

• Regional Ethernet. Provides point-to-point private lines between select markets with the advantage of Ethernet interfaces.

• E-Access. A business and carrier Ethernet solution that provides ubiquitous reach across the United States through a single Ethernet connection.

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• E-Line. A business Ethernet private line and virtual private line service supporting point-to-point customer configurations within our markets.

• eLynk. A business Ethernet solution that enables our customers to connect efficiently and seamlessly to cloud services providers through a single network interface for cloud applications.

• Dense Wavelength Division Multiplexing Services ("DWDM"). Dedicated high capacity Ethernet services allowing customers to have access to multiple full-bandwidth channels of 40 Gbps and 100 Gbps.

• Intelligent Network. We have developed and are continuing to develop service enhancements that provide customers with a new level of visibility and control over their Ethernet services. Intelligent Network features that are now available include:

• Enhanced Management. An interactive solution that gives customers detailed, real time, site-specific visibility into the performance of their managed or Ethernet services through our customer portal (see "Customer Care").

• Enhanced Management Thresholds and Alerts. Provides customers proactive notification of information regarding their networks based on customer-established parameters.

• Dynamic Capacity. Enables E-Line customers to interact with their network and optimize their business with the ability to scale their bandwidth, doubling or tripling capacity, within seconds or scheduled in advance, without service interruption through our customer portal.

• Alert-Driven Dynamic Capacity. Enhances our Dynamic Capacity offerings by allowing customers to automatically increase their bandwidth based on pre-set parameters.

Managed Services

We offer a suite of managed services that complement our data and Internet service offerings. These services allow our customers to manage an array of business and communication applications, reducing the overall management burden of their data systems and IT staff:

• Converged Services fully integrate any combination of communication applications including IP VPN, voice, Internet, security and managed router service into a single managed IP solution, enabling each application to dynamically share all subscribed bandwidth.

• IP VPN Services. These services connect multiple customer sites by creating a secure virtual data network for customers within and outside the U.S.

• Managed Router. A turnkey solution available with our IP VPN, Internet and converged Services solutions that includes customer premise-based routers that we procure, configure, maintain and manage.

• Session Initiation Protocol ("SIP"). A fully managed, end-to-end VoIP solution, enabling medium and large enterprises to avoid the expense of additional local area network equipment.

• Multi-VPN Port. Delivers multiple IP VPNs across a single Ethernet interface.

InternetServices

We offer a wide range of Internet services, along with offerings that enhance Internet security. Our Internet services include:

• Ethernet Internet. Internet access via Ethernet connection.

• Traditional Time Division Multiplexed ("TDM") Internet. Internet access via industry standard transport facilities.

• Managed Internet. A turnkey Internet solution that bundles our Internet services with customer premise-based routers that we procure, configure, maintain and manage for the customer.

• Managed Security Services. Uses security devices placed within our network to establish a firewall to prevent unauthorized traffic from entering a customer’s network.

• Distributed Denial of Service Mitigation. Monitors, identifies and mitigates denial of service attacks that attempt to disrupt the customer's critical Internet-based applications.

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IntegratedServices

Our bundled integrated offerings enable customers to purchase a full array of access options that combine lines, trunks, long distance, local area networks, VPN and Internet services that can dynamically allocate bandwidth for maximum network efficiency, and eliminate the customers' need for multiple vendors.

Voice Services

Our voice services provide customers with local, local toll and long distance calling capabilities. Our voice services are provisioned over TDM or as VoIP and include the following:

• Access Trunks. Utilized by private branch exchange (“PBX”) customers that own and operate a switch on their own premises to provide telephone network access.

• IP Trunks. IP trunks provide voice services over an Ethernet connection and support IP PBX devices.

• FlexVoice. Enables a customer to select either digital channels or analog lines across an IP access connection, enabling several voice applications to be combined over a single access line.

Network Services

We also provide a complete range of network access services with transmission speeds up to 10 Gbps, using Ethernet, Synchronous Optical Network and DWDM standards, available in a wide variety of configurations and capacities, to meet our customers’ needs for voice, data, image and video transmission. Each service uses technologically advanced fiber optics and is available as:

• Private Line. Dedicated telecommunications lines connecting various locations of a customer’s operations, suitable for transmitting voice, data and Internet traffic among customer locations.

• Special Access. Dedicated telecommunications lines linking the points of presence (“POPs”) of one or more interexchange carriers (“IXC”), or between enterprise customers and the local POPs of IXCs.

• Transport Arrangements. Dedicated transport between the local exchange carrier (“LEC”) central offices and the IXC POP for voice and data applications.

• Metropolitan and Regional Connectivity. Each transport service is available on our metropolitan fiber network and most are available between cities on our inter-city, regional networks.

• DWDM. Dedicated high capacity Ethernet services that allow customers to have access to multiple full-bandwidth channels of 2.5 Gbps and 10 Gbps.

• Collocation Services. Secure space with controlled climate and power where customers can locate their equipment to connect to our network in facilities equipped for enterprise IT environmental requirements.

Intercarrier Compensation

We are interconnected with other telecommunications carriers, which enables us to originate and terminate long distance calls and terminate local calls for other carriers.

• Switched Access Service. The connection between a long distance carrier’s POP and an end-users' premises that is provided through the switching facilities of a LEC. This service provides long distance carriers with a switched connection to their customers for the origination and termination of long distance telephone calls or provides large end-users with dedicated access to their carrier of choice. Under our tariffs, we receive per-minute terminating switched access compensation when our network is used for the origination or termination of the carriers’ traffic.

• Local Traffic Termination Services. Generally, under applicable regulations, we are entitled to receive compensation (referred to as “reciprocal compensation”) for traffic that originates on another LEC’s facilities that we carry over our facilities to our customers in order to complete calls.

Network and Facilities

Overview. Our integrated network infrastructure combines physical fiber assets and equipment with software-enabled or "logical" capabilities that provide a cost effective platform for the layering of our services and enables us to manage our customers’ needs and to scale our customer service support. Our metropolitan, regional and national network utilizes advanced architectures and technologies to deliver high capacity, scalable and resilient network services. Our local markets are

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interconnected through our IP backbone utilizing multiple standard protocols and operate on fully redundant routers which enable us to deliver services between markets and to the public Internet.

We have designed and constructed our integrated network infrastructure over fiber rings generally using path diversity equipped with electronics that automatically re-route service if a network impairment such as a fiber cut occurs. Our integrated network supports our customers’ application needs through business Ethernet services using state of the art network equipment or optical networking services, leveraging switched Ethernet, DWDM or SONET technology.

Our VoIP services utilize our packet-based soft switches and media gateways located in our local markets. This equipment is smaller and more cost effective than traditional PSTN end office switches. Our soft switches are interconnected using a VoIP enabled, private IP backbone that operates on our integrated network. Our VoIP network architecture also supports complex disaster recovery services for customers having mission critical voice requirements.

Our integrated network assets and architecture provide the foundation for evolving advanced capabilities that we refer to as the “Intelligent Network” (see "Services--Data and Internet Services--Ethernet"). Through the evolution of these capabilities, we are providing customers with the ability to manage their own network services using decision making tools, including network performance information obtained through Enhanced Management and Dynamic Capacity, and planned service offerings to enable customers real time control over the prioritization of their traffic on their services, either manually through our customer portal or using automation through application program interfaces.

Local Market Technical Overview. We serve our customers from central offices that are strategically positioned throughout our local markets. The central offices house the network equipment needed to interconnect customers with each other and with other local exchange, Internet and Ethernet networks. We deploy Ethernet switches, routers, soft switches, media gateways and other electronic network devices in our central offices that are generally configured with redundant electronics and power supplies capable of automatically switching to backup equipment in the event of hardware impairments or failures. This redundancy provides protection to our customers and helps reduce the incidence of service interruptions. We also install and manage our electronics on our customers’ premises to interface with their communications equipment.

Our network is interconnected with multiple ILECs and other carriers for transport and voice services, and our network backbone is connected directly with several external networks to increase our network reach and access. We provide IP VPN service to international locations through arrangements with international network providers. We also provide managed services and Ethernet solutions to our customers’ locations outside of our network through the use of facilities provided by other carriers. We have peering and transit connections with external network vendors that provide our customers exit points from our network to the public Internet. We also have voice peering connections to exchange voice services and features using VoIP-related protocols that are more efficient and offer more capacity and resiliency than traditional TDM trunking connections.

Fiber Lease and License Agreements. We provide a substantial portion of our services entirely on fiber network facilities that we constructed, purchased from other providers or obtained through acquisitions. We also license fiber network facilities through indefeasible rights of use agreements or other similar long-term licensing or leasing arrangements from other fiber providers. In November 2013, we entered into a master service agreement with a fiber provider to lease fiber in five new markets, 27 of our existing markets and certain regional routes. The initial term of the fiber leases is 20 years, with two ten-year renewals at our option. Similarly, our Capacity License Agreements with Time Warner Cable, Comcast Corporation and Bright House Networks, LLC (collectively, the “Cable Operations”), provide us with an exclusive right to use all of the capacity of specified fiber-optic cable owned by the Cable Operations in 23 markets for a term that expires in 2028. The Capacity License Agreements do not restrict us from constructing or licensing fiber-optic capacity from other parties in the markets where we license fiber network facilities from the Cable Operations.

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Network.

The following map shows our 75 existing markets and five new markets, Boston, Philadelphia, Cleveland, Richmond and Salt Lake City, that we expect to enter in 2014:

Network Monitoring and Management. We provide a single point of contact for our customers and consolidate our systems support and technical expertise for management of our customer and internal networks at our two network operations centers in metropolitan locations near Denver, Colorado and St. Louis, Missouri. These two centers offer capability for redundancy and overlap coverage for our customer networks. We provide 24 hours per day, 7 days a week surveillance and monitoring of networks to achieve a high level of network reliability and performance. Network analysts monitor real-time alarm, status and performance information for network and customer services, which allows us to react swiftly to repair network or service trouble, and we strive to manage our networks in a proactive manner. We continue to enhance our capabilities and programs that focus on network health and stability and enable us to address network issues before they impact our customers.

Information Technology Solutions. We focus our efforts on creating and deploying applications, systems and technology that optimize our business and increase operational scale through the use of automation and customer self-service portals. We have invested in applications and systems that increase our workforce productivity and decrease manual touch points. This strategy has also enhanced our ability to manage our customers' experience and increased the ease of doing business with us by making information available to our customers in a unified and comprehensive way. As our services become more complex to meet our customers' needs, we must continue to automate tasks in order to achieve scale and improve installation intervals and trouble resolution. We have also made significant investments in systems for corporate functions to achieve scale and efficiency.

We utilize proven, commercially available software that can be tailored to our business processes and in-house developed applications that conform to our architectural framework. We select systems that are flexible enough to conform to a rapidly changing environment, while being scalable and easily maintained and enhanced.

We continue to evaluate and implement new technologies and applications to further enhance the integration of our enterprise applications so that data flows efficiently and accurately between applications and manual touch points are minimized. Our systems utilize open system standards and architectures, allowing interoperability with third party systems and applications.

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Information Systems Infrastructure. We maintain corporate data centers in Colorado and Texas to support our corporate applications and systems and provide redundancy for our critical corporate applications and systems. Each of our data centers is equipped with state of the art computing capability, storage networks and high availability corporate voice and data services. We use advanced server technology running virtual machine software that has increased computing capacity significantly while reducing environmental and space costs. We host and operate our own corporate private clouds, which provide cost efficient and reliable software and application services for our highly distributed user community. We manage our desktop technology assets, corporate voice and data services centrally to ensure consistency and compatibility between all corporate facilities. Our infrastructure also supports employee mobility and diversity of employee access points to systems to minimize productivity loss due to weather and other potential business interruptions.

We have established a dedicated security team to proactively address the security of our networks, internal and customer-facing systems and protected data, employing state of the art systems to detect and protect against intrusions.  We also engage all of our employees in our security program through training, communication and testing. The security team also provides input into our new services development process to enhance both customer and network protection.

Network Development and Application Laboratory. We have a laboratory that is equipped with advanced systems and equipment, including those we use in the operation of our network. The technology lab is designed to provide a self-contained testing and integration environment for the purposes of:

• Verifying the technical and operational integrity of new equipment prior to installation in the network;

• Developing new services and applications;

• Providing a realistic training environment for technicians, engineers and others;

• Providing a network simulation environment to assist in fault isolation and recovery; and

• Providing a network simulation environment to verify network load, scale and overlay of our products and services.

Billing Systems. We utilize a single billing system that is interfaced directly into our operational support systems and financial systems for all of our services other than intercarrier compensation. This integrated billing environment increases customer bill accuracy and customer satisfaction. The billing system software is licensed from a billing vendor that develops feature enhancements for us as needed and handles the daily support and maintenance of the system, which operates on our computing hardware. We also utilize a usage collection and management application that gathers network services billing events and usage while creating a real time seamless stream of information that not only provides higher precision usage measurement and revenue tracking, but also provides the foundation for the Intelligent Network services billing.

Green Initiatives. As we replace equipment in our network in the normal course to enable new services we have installed and plan to continue to install new equipment that is cost effective both initially and over the life of the equipment. We ensure that our new equipment is more energy and space efficient as part of our multi-faceted green initiatives. We select new equipment with high efficiency ratings and less cooling consumption that lowers our costs, adds capacity and new capabilities, and takes less space in our central offices, which assists in avoiding costly central office expansions.

In addition to our focus on equipment replacement, we have also concentrated our efforts on energy efficiency in our central offices through remote monitoring of the local environment and automatically controlling cooling systems to minimize utility usage. We have conducted studies of some of our larger facilities in order to identify additional opportunities for energy conservation and enhancing the sustainability of our network. We are working with utility providers and tax authorities to obtain credits and incentives to help fund additional investments to conserve energy and further our green initiatives.

Customers, Sales and Marketing

Customers. We serve both business enterprise and carrier customers. Our enterprise customers include businesses that are data and IT intensive and are primarily in financial services, technology and scientific, health care, distribution, manufacturing and professional services industries, data centers, cloud application providers, systems integrators and public sector entities. Our carrier customers include ILECs, CLECs, wireless communications companies and cable companies. As of December 31, 2013, we served approximately 29,000 customers, the majority of which are enterprise customers that represented 80% of total revenue. Our 10 largest customers, primarily carriers, accounted for 18% of our total revenue for the year ended December 31, 2013, and no customer accounted for 5% or more of total revenue. As our enterprise customer revenue continues to grow at a

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greater rate than our carrier customer revenue, the percentage of our total revenue represented by the carrier customers has been declining.

Sales and Marketing. Our service offerings are part of a comprehensive portfolio of services and solutions designed to support the current and next generation needs of our customers. Our sales and marketing strategy emphasizes our:

• Targeted market strategy focused on key industry verticals and network applications originating from medium and large enterprises in proximity to our metropolitan fiber assets;

• Comprehensive suite of multi-site large bandwidth solutions applying managed and Ethernet technology;

• Intelligent Network capabilities adding visibility into network performance and customer control of bandwidth to our portfolio of data and managed services;

• Continuing to meet ongoing demand and enhancements required from customers for our traditional voice, Internet, converged and transport products;

• Strong customer and product lifecycle management to assure availability of the latest solutions to meet our customers' rapidly changing needs;

• Leading coordinated customer experience strategy, including local support in the customer’s city, a responsive national customer service orientation with strong network management capabilities and customizable self-service tools; and

• Tenured sales professionals and sales engineering professionals with network design capabilities.

We engage in direct local and national sales with specialized sales teams for enterprise, carrier, public sector and data center customers. As of December 31, 2013, we had 664 sales account executives and customer relationship specialists. To expand our sales coverage we continue to hire people strategically targeted at high opportunity markets and industries, and provide tools and training to increase the productivity of our new and existing sales and sales support personnel. Commissions for our direct sales representatives are linked to incremental revenue from services installed. We provide additional incentives for executing service contracts with terms of greater than one year, for certain products and for sales of services provisioned on our fiber facilities. Our customer relationship specialists focus on sales to smaller existing customers and increasing customer retention, freeing our primary sales force to focus on high potential existing and new customers.

Our indirect sales channel further extends our sales coverage by leveraging our representatives’ customer relationships and has increased its contribution to our revenue growth in 2013. This channel enables us to market our entire portfolio of services through experienced outside sales representatives, value added resellers, cloud services providers and systems integrators who provide services and equipment that complement our services, thereby offering customers a complete solution.  Our indirect sales representatives are compensated with residual commissions over the life of fixed term contracts and renewals, providing incentives for production and for customer retention through negotiated renewals.

Customer Care

We strive to deliver a consistent, differentiated, valuable customer experience through local and national support. Our local account representatives and customer relationship specialists work with local operations teams, central network operations centers and customer care teams to support our customers. We process customers' requests to order, upgrade or change their services through our coordinated local and national support teams, including customer project personnel who coordinate service installations. Our customer service center is available to all of our customers to answer their questions regarding billing, order status or maintenance concerns. In addition, our network operations centers provide 24 hours per day, 7 days a week trouble reporting and surveillance and monitoring of networks to maintain network reliability and performance (see “Network and Facilities--Network Monitoring and Management”).

Our online customer care self-help platform, MyPortal, offers our customers self-service capabilities that support our customer experience strategy. MyPortal enables customers to easily register and choose various on-line capabilities including the ability to view and pay their bills, view orders, create and view billing disputes, receive scheduled maintenance notifications, advise us of their internal scheduled maintenance activities, create, view and update trouble tickets and create service change requests for certain products. Customers also can view their own network performance and utilization data on a site and circuit level basis for certain services. In addition, MyPortal is the gateway where our customers can obtain the visibility, flexibility and control that the Intelligent Network provides (see "Services--Data and Internet Services--Ethernet").

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We monitor customer satisfaction and customer loyalty through our Voice of the Customer Program. The direct customer feedback provided through the program keeps our leadership informed of customer needs and identifies areas for potential improvement.  Regular transactional surveys provide current information from customers across four touch points of service: delivery, service change requests, service inquiries and trouble resolution.  We also solicit customer feedback and gauge customer loyalty through surveys and panels with our customers.

Competition

We believe that the principal factors affecting competition in our industry are:

• Network capabilities and reach;

• Network and operational quality;

• Integration of network and IT services and enabling of applications;

• Customer service and experience;

• Service offerings;

• Ability to provide customer specific solutions;

• Sales strategy;

• Pricing; and

• Regulatory environment.

We compete with other carriers primarily on service offerings, network capabilities and reach, network and operational quality and customer service. In addition, we must price our services competitively with both the local market for those services and the market for national solutions. In our industry, technological advances and a competitive market have consistently caused general downward pricing pressure across our service portfolio. Competition varies across local markets and products which deliver national solutions, depending on the number and type of competitors in the market, their capabilities and the customer segment.

Our primary competition is from the ILECs, CLECs and cable companies. The ILECs, primarily AT&T Inc., Verizon Communications, Inc. and CenturyLink Inc., other CLECs and some cable companies offer services substantially similar to some of those we offer and target some of the same customers.

Our competitive strengths include our flexibility in providing customer-specific critical business solutions, our robust data and IP capabilities, our integrated network and operational platform, our nation-wide footprint of metropolitan markets served with our extensive fiber facilities and building connections that are connected by our regional fiber facilities and national IP backbone, our expanded relationships to further augment multi-location and multi-market reach, our Intelligent Network capabilities, which we believe represent unique technological advancements, network redundancy and disaster recovery capabilities. We believe that our focus on customer service and our operational execution provides us with a competitive advantage over other carriers. Our extensive fiber facilities connecting to multiple buildings in each of our markets and between markets and the depth of our service portfolio also provide us with a competitive advantage over most other CLECs that have limited capabilities to serve carrier POP and data center locations and more limited service offerings.

Consolidation in our industry has resulted in larger and more formidable competitors. We believe that the ILECs have some competitive advantages over us because of their name recognition, technical capabilities, greater financial resources, broader geographic coverage, complementary IT service offerings and potential to bundle and subsidize services of the type we offer with revenue from other services. Cable companies compete with us primarily for business customers that are generally smaller than our target market, and selectively for larger enterprise customers, frequently for less complex single market and regional offerings. To the extent that the cable companies expand their data networking service offerings, expand their network coverage or aggressively market off-network services, we could face increased competition from cable companies for the larger enterprise customers that we serve and target. CLEC competition for smaller customers buying lower speed solutions has increased as a result of their lower cost offerings for solutions provided over existing copper facilities rather than fiber optic facilities.

To the extent we interconnect with and use ILEC networks to service our customers, we depend on the technology and capabilities of the ILECs to meet certain telecommunications needs of our customers and to maintain our service standards. We also use ILEC special access services, unbundled network element (“UNE”) loops, ILEC and other providers' Ethernet loops and ILEC and other carriers’ long haul and local circuits to reach certain customer locations that are not served by our network.

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Although regulation of ILEC performance standards exists with respect to UNE loops, there is minimal regulatory oversight of the quality of ILEC special access and Ethernet services. We believe that certain ILECs’ lack of investments in their wireline businesses has adversely affected their service delivery intervals and service quality. We also depend on large Internet Service Providers ("ISPs") for Internet peering, which is unregulated, to allow our customers to connect with certain ISPs with which we do not directly connect. We interconnect with other VoIP providers to provide voice solutions outside of our service areas and we rely on carriers with international facilities to provide IP VPN connections in certain international locations. Our ability to compete for customer locations that we do not serve directly on our network is dependent in part on the quality and timeliness of service we receive from these other carriers and our ability to obtain their services at a reasonable cost.

Regulatory environments at the state and federal level differ widely and may have considerable impacts on our costs, opportunities and resulting investment decisions. Some regulatory decisions have or may in the future have negative or positive impacts on our revenue or expense and may favor certain classes of competitors over us (see “Regulatory Environment” below).

Seasonality and Business Fluctuations

We continue to expect business fluctuations to impact sequential quarterly trends in revenue, margins and cash flow. This includes the timing, as well as any seasonality, of sales and service installations, usage, rate changes, disputes, settlements, repricing for contract renewals and fluctuations in service disconnections, especially from carrier customers, expenses, capital expenditures and certain taxes and fees. Historically, our expense in the first quarter has been impacted by the resetting of payroll taxes in the new year. Our past experience with quarterly fluctuations may not necessarily be indicative of future results.

Regulatory Environment

Overview. As a certified competitive telecommunications provider, we are subject to regulation by the Federal Communications Commission (“FCC”), state regulatory authorities and local government agencies. In most areas, we are subject to a less comprehensive set of rules designed for non-dominant or competitive providers.

ILECs typically operate under federal and state rules designed for dominant carriers. As competition has expanded, ILECs have gained more regulatory freedoms at both the federal and state levels. Because the larger ILECs are our major suppliers for local loops and are major competitors, we continue to advocate for meaningful regulatory oversight to promote competition and protect against unreasonable price increases.

Most of the former Regional Bell Operating Companies have sought regulatory freedom from pricing and access requirements applicable to them by requesting that the FCC forebear from regulating many of the products that are used by CLECs like us. To date, the FCC has granted forbearance requests for Ethernet and OC-n high capacity services while denying forbearance requests for all products in a particular geographical area.

In recent years, regulators have focused on broadband issues and IP transition issues. The FCC delivered its National Broadband Plan (the "Plan") to Congress in March 2010. The Plan sets an ambitious agenda to encourage more private innovation and investment to ensure the universal deployment of broadband. This Plan outlines a number of initiatives that will impact the telecommunications industry, including a review of competitive policies and wholesale markets, allocation and management of government controlled assets such as rights of way and poles and reforms to universal service mechanisms. The FCC has opened proceedings for initiatives identified in this Plan, but most are still in process and we cannot predict their impact on us.

The FCC has recently announced its intention to gather information about the industry transition from TDM networks to IP networks. While certain large legacy ILECs maintain that this technical transition should result in less regulation of carriers than currently exists, we have advocated that regulation should apply where these companies maintain market power and that any resulting regulatory change should be technology neutral. We cannot predict whether the FCC will take regulatory action on this matter, or how any regulatory action will impact us.

Federal Regulation

Special Access. We purchase a substantial amount of special access services from ILECs, including services based on the two major technologies available in the industry, IP and TDM, to expand the reach of our network. The ILECs have argued before the FCC that the high capacity telecommunications services that they sell, including interstate special access services we buy from them, should no longer be subject to regulations governing price and quality of service. We have advocated that the

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FCC modify certain of its interstate special access pricing flexibility rules to return these services to price–cap regulation to protect against unreasonable price increases for carriers like us and for regulation of ILEC service quality.

The FCC is reviewing its regulation of special access pricing in a pending proceeding commenced in 2005 that has not yet resulted in proposed rules. In 2012, the FCC suspended the operation of the pricing flexibility triggers, which means that certain ILECs cannot qualify for pricing flexibility in new geographic areas, pending further FCC review. If the special access services we buy from the ILECs were to be further deregulated, ILECs would have a greater ability to continue to increase the price and reduce the service quality of special access services they sell to us but we may eventually experience less pricing pressure on the special access services we sell. If ILEC price reductions were to occur, we would likely experience downward pressure on the prices we charge our customers for special access services and reductions in the prices we pay ILECs for special access services that we purchase. We cannot predict when the FCC will conclude the proceeding on interstate special access pricing regulation or the impact of any such action.

In addition, the FCC has granted ILEC requests for forbearance from regulation of certain Ethernet and OC-n high capacity services offered by the ILECs as special access, with the result that prices we would pay for those services are no longer regulated and can increase. We are seeking to reverse these forbearance requests. In the meantime, we have pursued commercial agreements with the ILECs and other providers for those services.

In October 2013, AT&T gave notice of its intent to effectively increase its pricing for TDM special access circuits by eliminating five and seven year tariffed term and volume plans that previously provided more favorable pricing than the three year plans that would still be available. We and certain other carriers impacted by this pricing increase opposed this increase through advocacy efforts with the FCC. The proposed tariff change was withdrawn in early 2014, but a similar change could be proposed again that could have an adverse impact on our special access costs.

Intercarrier Compensation and Universal Service Fund. Switched access is a component of intercarrier compensation that long distance carriers are charged to originate and terminate long distance calls using our local network. We also pay switched access charges to other carriers to originate and terminate our customers’ long distance traffic and pay intercarrier compensation to other carriers for traffic that our customers terminate on their facilities. Reciprocal compensation is the other component of intercarrier compensation that represents our charges to LECs for local exchange traffic terminated on our facilities that their customers originate and charges that we pay to LECs for our customers' local exchange traffic terminated on their facilities.

We and other carriers are required to make contributions to the federal Universal Service Fund, which provides support to promote access to telecommunications services at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, schools and libraries. In 2012, the FCC established the Connect America Fund to support broadband access. The FCC is currently investigating a new assessment mechanism. We cannot yet determine the impact this proceeding will have on us. Universal Service Fund rates can change from quarter to quarter, which can result in fluctuations in voice services revenue.

The FCC released an order in November 2011, which establishes a transition by July 2017 of all terminating intercarrier compensation rates to “Bill and Keep,” meaning that the exchange of traffic would generate no revenue or expense, with intermediate rate step-downs beginning in July 2012. As required by this order, we lowered the rates we charge other carriers. Further rate reductions will occur in July of each year through 2017. As a result of the rate reduction, we lost approximately $4.0 million in intercarrier compensation revenue in the year ended December 31, 2013 and expect intercarrier compensation to decline approximately $4.0 million in the year ended December 31, 2014 compared to 2013. Intercarrier compensation revenue, comprised of switched access revenue and reciprocal compensation revenue, represented 2% of our total revenue for the year ended December 31, 2013.

Pole Attachments. In April 2011, the FCC adopted reforms to its pole attachment rules that generally require parity in pole attachment rental rates between cable television attachments and telecommunications attachments and streamlined the process for gaining access to utility company pole attachments. The order was challenged by a number of utility companies but upheld in a February 2013 appellate court order. The order resulted in some reductions in the rates we pay.

State and Local Regulation

We have obtained the required authorizations to provide intrastate telecommunication services in 42 states and the District of Columbia. These authorizations cover traditional voice services, private line services as well as switched access. We provide Internet access and interstate private line-type services throughout our service area that do not require individual state certifications.

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Additionally, where we have placed facilities in the public right-of-way, we have obtained the necessary permits, licenses and or franchises from local authorities.

Intercarrier Compensation. Most states continue to have jurisdiction over pricing of originating intrastate switched access. Increasingly, states have been reassessing this pricing for both ILECs and CLECs. Currently, 17 states in which we provide switched services have benchmarking rules that limit the switched access rates that we charge other carriers. The recent FCC Intercarrier Compensation Order (see "Federal Regulation--Intercarrier Compensation and Universal Service Fund”) requires all intercarrier compensation rates to transition to Bill and Keep ending July 1, 2017. States are responsible for ensuring that LECs reduce state switched access rates in accordance with the FCC Order.

Permits Licenses and Franchises. We may be required to obtain street opening and construction permits and other rights-of-way from municipal authorities in order to install and expand our network in certain municipalities. In some cities, our fiber lessors, licensors or subcontractors already possess the requisite authorizations to construct or expand our network. Any increase in the difficulty or cost of obtaining these authorizations and permits could adversely affect us, particularly in locations where we compete with companies that already have the necessary permits.

In some of the metropolitan areas where we provide network services, we pay right-of-way or franchise fees based on a percentage of gross revenue or other measures such as fees per linear foot of fiber that we install. Municipalities that do not currently impose fees may seek to do so, and renewals of existing franchises may result in increased fees. Under the Telecommunications Act of 1996 (the “1996 Act”), municipalities are required to impose such fees on a competitively neutral and nondiscriminatory basis. Municipalities that have fee structures that favor the ILECs may or may not conform their practices in a timely manner or without legal challenges by us or other CLECs. Moreover, ILECs with which we compete may be exempted from such local franchise fee requirements by previously enacted legislation that allows the ILECs to utilize rights-of-way in various localities without having to pay franchise fees to local governments.

We are party to various regulatory and administrative proceedings in the ordinary course of business. Subject to the discussion above, we do not believe that these proceedings will have a material adverse effect on our business.

Employees

We had 3,397 and 3,147 employees as of December 31, 2013 and 2012, respectively.

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Item 1A. Risk Factors

We may be unable to sustain our revenue growth rate and increase our cash flow despite the implementation of several initiatives designed to do so.

Our objective is to increase our revenue growth, cash flow and margins in order to continue to build shareholder value. We have pursued and continue to pursue several growth initiatives, including:

• Expanding our sales reach through an increase in our sales and support resources with focus on acquiring new skills including technical IT knowledge;

• Investing in new technologies to deliver new and innovative capabilities to drive sales of data and Internet services;

• Further advancing our network and systems functionality and increasing automation to increase efficiencies, capabilities and to enable more dynamic customer connections;

• Targeting customer care initiatives to improve customer retention and satisfaction; and

• Continuing the expansion of our network reach in existing, adjacent and new markets to reach more customers.

These investments have pressured our margins and may continue to do so until we can achieve the anticipated revenue growth from these initiatives. Our ability to manage and achieve the intended benefits of this expansion depends on many factors, including our ability to continue to:

• Attract new customers and sell new services to existing customers;

• Employ new technologies and remain competitive with technologies adopted by competitors;

• Remain competitive against much larger carriers, other CLECs and cable companies;

• Attract the sales and technical personnel that we need to carry out our plans; and

• Acquire facilities from other carriers at a reasonable price with acceptable service quality to serve customer locations that are not directly connected to our network.

There is no assurance that our growth initiatives will result in their intended objective of improvements in our results of operations. Factors such as customer disconnections, adverse economic conditions, price competition and declining prices, among other risks, could adversely affect our ability to sustain revenue and margin growth unless we can sell and install growing volumes of services to outpace those impacts.

In November 2013, we announced a strategic market expansion to increase our metropolitan fiber route miles by nearly 17% into five new markets and in 27 existing markets. As part of this expansion, we are also increasing our regional fiber footprint for greater capacity, increased network control and more cost effective connectivity. We expect that the higher investment and expense associated with our market expansion will pressure our margins and cash flow in the near term until we are able to accelerate our future revenue growth by consistently achieving higher service installations in these markets. While we expect to launch our new routes and markets throughout 2014 as we integrate and connect the new fiber with our existing infrastructure, we could experience unforeseen delays in this process. Even if we are successful in rapidly integrating the new fiber into our network, there can be no assurance that our market expansion will increase our revenue growth, cash flow and margins.

The market for our services is highly competitive, and many of our competitors have significant advantages that may adversely affect our ability to compete with them.

We operate in an increasingly competitive environment, and some companies may have competitive advantages over us. Most ILECs offer many services that are substantially similar to the services we currently offer and may in varying degrees benefit from:

• Their name recognition;

• Greater financial and technical resources;

• Larger networks and broader network coverage;

• The ability to internally provide other services that complement the services that they offer in competition with ours;

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• Their wireless service offerings;

• The ability to leverage customers’ total expenditures with them by providing lower prices for bundled service offerings and subsidizing services that compete with ours; and

• Regulatory decisions that decrease regulatory oversight of ILECs.

We also face competition from other CLECs and cable companies. The cable companies currently are primarily competing for smaller business customers and single-site Ethernet applications with what we believe is very aggressive pricing; however, to the extent that they expand their network coverage and product offerings there will likely be additional competition for the larger enterprise customers that we target. Consolidations involving ILECs, CLECs, cable companies and others may result in fewer, but much larger and more effective competitors.

Competitive pressure and new technologies in our industry are generally resulting in lower prices for more bandwidth. Price cutting or other aggressive attempts by other carriers to retain customers may pressure our pricing or require us to reduce prices for existing services upon contract renewals, thereby reducing our revenue and margins. In some of the markets in which we operate, we may experience increased competition for the medium and large enterprise customers that we target, which could adversely affect our revenue and margins. New technologies could create additional competition in the future from different types of competitors.

The economic environment in the U.S. and globally could affect our future operating results.

Our business has navigated through several major economic downturns, the most recent in 2007, where we experienced longer sales cycles, decreased sales and higher customer disconnections that dampened our revenue growth. Economic uncertainty caused by economic policies, political unrest or other factors or a slowing of growth in the economy could increase our customer disconnections of service and bad debt, prices and sales may decline or sales may be delayed due to decreased demand for our services, customer cash flow constraints, customer credit deteriorations and other factors. Unfavorable economic conditions could also prevent us from achieving the benefits of capital investments in our business that we have made for future growth. Our operating results and financial condition could be materially and adversely affected if there were to be a material adverse change in any of these factors. Our revenue, margins and cash flow are subject to fluctuations in the ordinary course of business due to the timing of sales and installations, disputes and dispute resolutions, pricing declines upon contract renewals, expense and capital expenditures and seasonality in sales and usage-based services. A return to recession or a further slowing of the economy could amplify the effect of those normal fluctuations on our results.

Our key vendors that supply critical equipment and software or other goods and services that we rely upon in the provision of our services could be adversely affected by negative macro-economic factors. There is no assurance that we could replace critical components with alternate providers on a timely and cost efficient basis if our key vendors experience a financial crisis.

Several customers account for a significant portion of our revenue, and some of our customers may disconnect their services due to price competition, customer consolidations, financial difficulties, or other factors.

We have substantial business relationships with a few large customers, especially other carriers. Our 10 largest customers accounted for approximately 18% of our total revenue in 2013. The highly competitive environment in the long haul carrier sector and technological changes have challenged the growth prospects of some of our carrier customers and the economic environment, competition and other factors have impacted some of our enterprise customers and could lead to reductions in our revenue in the future. Ongoing consolidation in the telecommunications industry could result in the consolidated companies disconnecting some of the services they purchase from us or buying fewer services from us than the pre-consolidation companies. In addition, our revenue from these customers could be impacted by competitive pricing pressure and by customers' heightened cost-cutting initiatives.

As is typical in our industry, our service agreements with customers that have already satisfied their initial terms are subject to termination by the customer on short notice and do not require the customer to maintain the services at current levels. After expiration of their current agreements, customers may not choose to continue to purchase the same services or level of services.

Our revenue churn, defined as the average lost recurring monthly billing from customers’ partial or complete service disconnections (excluding pricing declines upon contract renewals and lost usage revenue), was 0.9% of total monthly revenue in each of the years ended December 31, 2013, 2012 and 2011. We experience customer and service disconnections in the normal course of business primarily associated with price competition from other providers, industry consolidation, customer network optimization, customers moving facilities to other locations, cost cutting, business contractions and customer financial

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difficulties. We believe that the economic downturn contributed to higher churn levels in 2008 and 2009. While we experienced improvements in churn starting in 2010, we do not know whether these churn results are sustainable and cannot predict the total impact on revenue from future customer disconnections or the timing of such disconnections. Replacing this revenue with new revenue from other customers may be difficult and more costly. Further, we expect revenue will continue to be impacted by pricing declines to current market levels for existing customers that renew services with expired terms.

If we do not adapt to rapid changes in the telecommunications industry and continue to offer services that satisfy customers’ needs, we could lose customers or market share.

The telecommunications industry continues to experience rapid and significant changes in technologies and architectures to deliver new services to customers and to deliver existing services more cost-effectively. We expect that new technologies will continue to enable advances in our customers’ IT environments that create new demand drivers. We believe that our future success will depend in part on our ability to anticipate and respond to the rapidly changing needs and demands of our customers on a timely basis and to compete with our competitors' offerings. Our failure to obtain and integrate new technologies and applications, and develop new service offerings to meet those customer needs or to keep pace with or exceed the service capabilities of our competitors could impact the breadth of our service portfolio, resulting in less competitive and compelling offerings that could impair our ability to attract and retain customers. We may be unable to keep pace with competitive offerings without making significant additional capital investments or adversely affecting our margins. To successfully develop and integrate new technologies, applications and services, we also must ensure that our employees have the skills and knowledge required to effectively develop and implement new offerings and support systems and that we effectively manage transitions to increased automation in our business. Our failure to effectively manage change in our organization could impair our ability to compete effectively with competitors in our rapidly evolving industry.

Revenue from certain of our more traditional products such as dedicated network services and certain voice services is growing slowly or is declining. As a result, our overall revenue growth is driven primarily by our Ethernet, Internet, and managed services and we must continue to develop those and other next generation services in order to continue to grow our revenue. New product development is often capital intensive and may pressure margins until the new products begin to generate substantial revenue. New products that are largely software based are increasingly complex and may require more customer support and additional systems development. In addition to investing in new technologies, we must replace some of the equipment that supports our traditional services as that equipment ages, even though the revenue base from those services is not growing. If we do not properly manage this process, including the migration of customers to our newer technologies, we may lose customers and market share, and our margins and returns could be adversely affected.

We may be adversely affected by changes in the regulation of special access services or by the FCC's failure to regulate Ethernet services offered by the ILECs as special access.

We purchase special access circuits and other services from ILECs to expand the reach of our network. If the special access services we buy from the ILECs were to be further deregulated or if the FCC failed to regulate certain Ethernet services offered by the ILECs as special access, ILECs would have a greater ability to continue to increase the prices and reduce the service quality of special access services they sell to us. Competitive pressures or fixed term contracts may preclude us from passing those costs on to customers. As the prices we must pay for special access services increase, our margins may be adversely affected. A change in the regulations governing special access services could also reduce the likelihood that ILECs will sell us special access on reasonable terms and conditions.

We use the facilities of other carriers to reach some of our customer locations, and our ability to compete for those customers could be adversely affected by the cost of those facilities or by such carriers’ service issues.

Although we provide a substantial portion of our services entirely on our own network facilities, we must use the facilities of other carriers to connect our local markets, serve customer locations within our markets not served by our network and serve customer locations in U.S. markets outside of our service areas or outside of the U.S. Many of these carriers are also our competitors and if they cause delays in provisioning services, provide poor service quality or the cost of those facilities is unreasonable, our revenue and margins could be adversely affected. We have experienced price increases and service issues with some of these carriers from time to time.

The FCC is reviewing its regulation of interstate special access pricing in a pending proceeding commenced in 2005 that has not yet resulted in proposed rules. We have advocated that the FCC modify its special access pricing flexibility rules to return certain services to price-cap regulation to protect against unreasonable price increases. We cannot predict when the FCC will act on interstate special access pricing regulation or the impact of any such action. The FCC has also granted petitions for

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forbearance from regulation of certain special access services, including Ethernet services offered by ILECs as special access with the result that prices for the Ethernet and OC-n high capacity data services of the petitioning carriers are no longer regulated and can increase. We continue to pursue commercial arrangements with the ILECs for these services on acceptable terms and conditions. However, without some regulation of ILEC special access services, there is no assurance that we will be able to obtain reasonable pricing, terms and conditions for these services that will allow us to competitively price our services or obtain acceptable service quality for unregulated ILEC services. We expect that the ILECs will continue to advocate deregulation of all forms of special access services, and we cannot predict the outcome of the FCC’s proceedings in this regard. As a result, we cannot assure that we will continue to be able to obtain special access services at reasonable rates or on a timely basis or that the service quality we receive will be acceptable. If we experience difficulties in obtaining high-quality, reliable, and reasonably priced service from the ILECs, and are unable to obtain the same services from other carriers, we may be at a competitive disadvantage or our margins may be adversely affected.

Our substantial existing debt and debt service requirements could impair our financial condition and our ability to fulfill our obligations under our debt agreements.

As of December 31, 2013, our total debt and capital lease obligations were approximately $1.9 billion. Our level of debt may affect our operations and our ability to make payments on our outstanding indebtedness. Subject to certain covenants in our credit agreement and the indentures for our outstanding senior notes, we may incur significant additional indebtedness in the future. Our substantial indebtedness could, for example:

• Limit our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other corporate purposes;

• Make us more vulnerable to the current and future economic downturns or other adverse developments than less leveraged competitors; and

• Decrease our ability to withstand competitive pressures.

Our revolving credit facility, Term Loan B and the indentures relating to our senior notes contain restrictive covenants that may limit our flexibility, and breach of those covenants may cause us to be in default under those agreements.

The credit agreement for our revolving credit facility (“Revolver”) and Term Loan B (“Term Loan”) and the indentures relating to our senior notes limit, and in some circumstances prohibit, our ability to, among other things:

• Incur additional debt;

• Pay dividends;

• Make capital expenditures, investments or other restricted payments;

• Guarantee debts;

• Create liens;

• Sell assets;

• Repurchase our common stock; and

• Engage in mergers and acquisitions.

These restrictions could limit our ability to obtain future financing, make acquisitions or needed capital expenditures, withstand future economic downturns, conduct operations or otherwise take advantage of business opportunities that may arise. In addition, if we do not comply with these restrictions and financial covenants in our credit agreement that require us to maintain certain minimum financial ratios if we draw on our Revolver, the indebtedness outstanding under our credit agreement, and by reason of cross-acceleration or cross-default provisions, our senior notes and any other outstanding indebtedness we may then have, could become immediately due and payable. If we are unable to repay those amounts, our lenders or bondholders could initiate a bankruptcy or liquidation proceeding or the secured lenders could foreclose on the collateral granted to them to secure that indebtedness. If our lenders or bondholders were to accelerate the repayment of outstanding indebtedness, we may not have sufficient liquid assets to repay that indebtedness.

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We will require substantial capital to expand our operations.

The development and expansion of our network requires substantial capital investment. If this capital is not available when needed, our business could be adversely affected. Our 2013 capital expenditures were $501.9 million, or $382.1 million excluding the capital lease commitment for our strategic market expansion, and our estimate of our 2014 capital expenditures is $440 million to $460 million. We also expect to have substantial capital expenditures thereafter. We also expect to continue to repurchase our shares, subject to market conditions or other factors. Based on current assumptions, we expect to generate sufficient cash from operations along with available cash, cash equivalents and investments of $479.0 million and borrowing capacity under our Revolver of $100 million to provide sufficient funds to meet our expected capital expenditure and liquidity needs to operate our business and service our debt for the foreseeable future. However, we may be required to seek additional financing tosatisfy our cash needs if:

• Our business plans and cost estimates are inaccurate;

• We are not able to generate sufficient cash flow from operations to service our debt, fund our capital expenditures and finance our business operations;

• We experience a significant reduction in demand for our products or an acceleration of customer disconnections;

• We experience unanticipated losses or liabilities;

• We decide to significantly accelerate the expansion of our business and existing network; or

• We wish to consummate acquisitions, mergers, joint ventures or other strategic transactions that require incremental capital.

It is difficult to predict future debt market conditions and whether we will be able to obtain additional financing, if needed, on terms acceptable to us or at all. Depending upon market conditions, any additional financing we might seek could be with rates and terms significantly less favorable than those contained in our current Revolver, Term Loan or other outstanding debt instruments. Other factors, such as a rating downgrade could further impact our potential access to financing sources. The failure to raise sufficient funds on reasonable terms if needed may require us to modify or significantly curtail our business plan. This could have a material adverse impact on our growth, ability to compete and ability to service our debt.

In addition, the lenders under our Revolver could refuse to lend funds if we are not in compliance with our financial covenants, such as leverage and interest coverage ratios that are primarily derived from the financial measure that we define as Modified EBITDA (see note 4 to Item 6. “Selected Financial Data”), debt levels and interest expense. A lack of revenue growth, revenue losses, pricing declines or rising costs could negatively impact our Modified EBITDA margins and cause our failure to meet the minimum required ratios. Even if we meet the conditions for borrowing under the Revolver, we may be unable to draw upon the entire commitment if any of our lenders are unable to perform their obligations to advance funds due to their own financial difficulties.

We may complete a significant business combination or other transactions that could increase our shares outstanding, and may result in a change in control, and increase our debt.

We regularly evaluate potential acquisitions, mergers, joint ventures and other arrangements that would extend our geographic markets, expand our services, enlarge the capacity of our network or expand the types of services provided through our network. If we enter into a definitive agreement for any acquisition, merger, joint venture or other arrangement, we may require additional financing that could result in an increase in our debt, result in a change of control, increase the number of our outstanding shares or all of these effects. A substantial transaction may require the consent of our lenders and a change of control with a ratings decline could trigger prepayment obligations under our debt agreements. There can be no assurance that we will enter into any transaction or, if we do, on what terms. In addition, the success of any significant acquisition or business combination is dependent, in part, on our ability to successfully integrate the acquired business into ours, which also carries substantial risks.

Our ability to use net operating loss ("NOL") carryforwards to reduce future tax payments could be negatively impacted if there is an “ownership change” as defined under Section 382 of the Internal Revenue Code, and our Section 382 stockholder rights plan has expired.

We have substantial NOLs for U.S. federal income tax purposes and, under the Internal Revenue Code, we may “carry forward” these NOLs in certain circumstances to offset any current and future taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. If we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code and related Treasury regulations at a time when our market capitalization is below a

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certain level, our ability to use the NOLs could be substantially limited. This limit could impact the timing of the usage of the NOLs, thus accelerating cash tax payments or causing NOLs to expire prior to their use, which could affect the ultimate realization of that asset.

We have experienced reductions in switched access and reciprocal compensation revenue as a result of regulatory changes and will experience further reductions in the future.

Over time, FCC and state regulations have resulted in reducing our switched access and reciprocal compensation revenue. In November 2011, the FCC adopted an order providing for terminating intercarrier compensation rates to transition to Bill and Keep over a six year period beginning in July 2012 that will decrease both our intercarrier compensation revenue and our intercarrier compensation expense. As required by the order, we lowered the rates we charge other carriers, and further rate reductions will occur in July of each year through July 2017. As a result of the FCC order, we lost approximately $4.0 million in intercarrier compensation revenue in the year ended December 31, 2013 and expect to lose approximately $4.0 million in the year ended December 31, 2014 compared to 2013. These reductions are also expected to pressure margins. There is no assurance that we will be able to compensate for the reduction in intercarrier compensation revenue with other revenue sources.

We may lose customers if we experience network or system failures that significantly disrupt the availability and quality of the services that we provide. System failures or cyber-attacks may also cause interruptions to service delivery and the completion of other corporate functions.

Our operations depend on our ability to deliver reliable service for customers. Interruptions in service or performance problems could result from errors, network equipment failures, fiber cuts, natural disasters, accidents, terrorist acts, power losses, security breaches, vandalism or other illegal acts, computer viruses or other causes. Service interruptions or degradations in service performance could undermine confidence in our services and cause us to lose customers or make it more difficult to attract new ones. Because many of our services are critical to the businesses of many of our customers, any significant interruption or degradation in service could result in lost profits or other losses to customers. Although we generally limit our liability for service failures in our service agreements to limited service credits and generally exclude any liability for “consequential” damages such as lost profits, a court might not enforce these limitations on liability, which could expose us to financial loss. Further, if we fail to meet the service level commitments that we provide to customers with respect to certain services, we may be obligated to provide service credits or other compensation to our customers, which could negatively affect our operating results.

As we grow our business, we have increased our dependency on automation and systems in order to scale our business. If our key systems become impaired for any significant period of time, our ability to service our customers at current levels, obtain critical data, provision or bill for our services or perform other critical corporate functions could be adversely affected.

Like other companies with significant IT systems, our systems are subject to cyber-attacks and other intrusions. These intrusions could potentially disrupt our services or systems or compromise the privacy of data. While our security has thus far been able to prevent significant harm or security breaches from these intrusions, we cannot assure that our security measures will be able to prevent all possible risks to our systems. Breaches of network or IT security that compromise the privacy of customer or employee confidential data could result in damage to our reputation.

We depend on third party vendors for information systems, equipment and other operational functions.

We have agreements with vendors that provide for the development and operation of IT systems such as billing systems and operational functions such as centralized equipment and spares management. We also rely on vendors to supply equipment and software that is critical to the provision of our services. The failure of these vendors to perform their services in a timely and effective manner at acceptable costs or to provide reliable equipment and software could have a material adverse effect on our operations and our ability to provide high quality services to our customers, monitor costs, bill customers, provision services, deploy equipment and achieve operating efficiencies.

We depend on key personnel for our current and future performance.

Our senior management has performed effectively as a team over a considerable period of time. Our current and future performance depends to a significant degree upon the continued contributions of our senior management team and other key personnel, including technical personnel. We have not experienced significant turnover among these employees. The loss or unavailability of members of our senior management team or key employees could cause disruption to our business. We cannot assure that we would be able to successfully implement our succession plans or identify or employ qualified replacements for senior management or key employees on acceptable terms if their services are no longer available. Unanticipated turnover may also adversely affect the performance of our senior management team or other internal organizations. In addition, our

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development of new services and support systems is dependent in part upon hiring and retaining the specific technical skills that we require, which may be in short supply.

Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent us from using technology necessary to provide services or subject us to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on our business, financial condition or results of operations.

Some of our services use intellectual property that we have developed. Our network, services and back office also use equipment and software that we purchase or license from suppliers, which use their intellectual property. As is common in our industry, we and some of our suppliers have received, and may receive in the future, assertions and claims from third parties that the products or software that we or our suppliers use infringe on the patents or other intellectual property rights of these third parties. If technology that we use in the provision of our services were determined by a court to infringe a patent or other intellectual property right held by another party, we could be precluded from using that technology, be required to pay significant monetary damages or be required to pay significant royalties to such party to continue to use such technology in the future. We may have to incur substantial attorneys’ fees and costs defending claims that may be asserted against us.

Any litigation to determine the validity of claims that our services, network or processes infringe intellectual property rights of another, regardless of their merit or resolution, could be costly and divert the effort and attention of our management and technical personnel. Regardless of the merits of any specific claim, we may not prevail in litigation because of the complex technical issues and inherent uncertainties in intellectual property litigation. Although we generally seek to obtain indemnification agreements from vendors that provide us with technology, a claim of infringement may not be indemnified and we may not be able to recover all or any of our losses and costs under any available indemnity agreements. Further, if a claim involves technology that we developed, there may be no indemnification agreement that is applicable. A claim of infringement of intellectual property and proprietary rights of others that prevents us from using technology necessary to provide our services, or subjects us to expensive intellectual property litigation or monetary penalties, could have an adverse effect on our business, financial condition or results of operations.

We could repurchase shares of our common stock at price levels that prove to be less advantageous than intended.

In November 2011, our Board of Directors authorized a share repurchase program, allowing us to repurchase up to $300 million of our common stock from time to time. We completed this program as of August 6, 2013. In August 2013, our Board of Directors authorized a new $500 million share repurchase program and, as of December 31, 2013, we had repurchased $137.5 million of our common stock under that program. Our current repurchase program does not have an expiration date, but can be withdrawn by our Board at any time. During 2013, we repurchased a total of 14.8 million shares of our common stock under our share repurchase programs at an average price per share of $28.11. We may, depending on our capital allocation strategy, market conditions, and other factors, continue to repurchase shares of our common stock as we seek to return value to stockholders. The prices we pay for share repurchases are based on our best judgment of a variety of factors affecting valuation at the time of the repurchase, including, but not limited to, then current market conditions. However, market conditions and other factors outside of our control can change quickly, with the potential to cause the market price of our shares to decrease, possibly significantly. At any time we choose to repurchase our shares, there is a risk that the market price could decrease in the future. If the market price of our shares were to decrease below the average price that we paid to repurchase our shares during a particular period, it may appear in retrospect that the prices previously paid for our shares were disadvantageous, and the repurchases may prove to be a less efficient use of our capital than we originally anticipated. In addition, to the extent that we use our cash balances for share repurchases, our liquidity could be impacted.

We must obtain access to rights-of-way and pole attachments on reasonable terms and conditions; fiber leases and capacity that are important to our operations may not be renewed.

The development, expansion and maintenance of our network depend, in part, on our ability to obtain rights-of-way and pole attachments as well as certain governmental authorizations and permits. In order to compete effectively, we must obtain such rights, authorizations and permits in a timely manner, at reasonable costs, and on satisfactory terms and conditions. Any increase in the difficulty or cost of obtaining these rights, authorizations or permits could adversely affect us, particularly in areas where we must compete with companies that already have the necessary permits and access.

In certain cities and municipalities where we provide network services over our own fiber optic facilities, we pay license or franchise fees for the use of public rights-of-way. The 1996 Act permits municipalities to charge these fees only if they are competitively neutral and nondiscriminatory, but certain municipalities may not conform their practices to the requirements of the 1996 Act in a timely manner or without legal challenge. We also face the risk that other cities may start imposing new fees,

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existing fees will be increased or franchises will not be renewed. Some of our franchise agreements also provide for increases or renegotiation of fees at certain intervals. Increases in fees may have a negative impact on our financial condition. If any of our existing franchise or license agreements for a particular metropolitan area are terminated prior to their expiration date and we are forced to remove our fiber optic cables from the streets or abandon our network in place, even with compensation, such termination could have a material adverse effect on us.

A portion of our services are provided on network fiber facilities licensed or leased from other companies through fiber leases or similar arrangements. The facilities under these agreements have remaining terms generally ranging from 10 years to 20 years and can be terminated earlier by the grantors if we materially breach the agreements or other events of default occur as defined in the agreements. Prior to expiration of the terms of these fiber leases, we likely will have to negotiate for their renewal. We cannot assure that the counterparties will agree on the terms of any renewal or that the terms of any renewal will be favorable to us. If these agreements are not renewed or are terminated for default, we will have no further interest in the fiber or capacity covered by those agreements and will likely need to build, lease or otherwise obtain alternative fiber network capacity.

Recently enacted health care reform legislation, state and local tax charges and increased regulatory fees may increase our costs.

Congress in 2009 enacted sweeping health care reform legislation that will be implemented in stages over six years. Health care reform as mandated and implemented under the legislation and any future federal or state mandated health care reform is likely to increase the costs of our employer-sponsored medical plans either directly or as a result of providers passing through their increased costs. If the cost increase is material, our financial condition could be adversely affected or if those increased costs must be borne by employees, employee morale could be adversely affected.

Our tax burden has increased and could continue to increase, possibly to a significant degree, due to changes in state and local tax laws imposed by these jurisdictions in an attempt to reduce their budget deficits. These changes could include rate increases, removal of exemptions, suspension of the use of NOLs and other measures to raise their revenue. We cannot predict the degree to which these changes will affect our net income, Modified EBITDA and cash flow.

Additionally, in July 2013 the telephone relay service ("TRS") fees we are required to pay on an annual basis under applicable FCC rules increased by approximately $2.2 million after the FCC set new assessment levels, and the FCC could either further increase or decrease TRS fees in the future. We cannot predict whether future increases in TRS fees will impact our net income, Modified EBITDA and cash flow.

Catastrophic events or other business disruptions could affect our future operating results.

Our operating results and financial condition could be materially and adversely affected if there is a catastrophic event such as a terrorist attack on the United States, or a major earthquake, fire, hurricane, flood or similar event that affects our central offices, corporate headquarters, network operations centers or other facilities. Although we have implemented measures that are designed to mitigate the effects of such events, we cannot predict all of the potential impacts of such events. We maintain insurance coverage for some of these events; however, the potential liabilities or damage associated with these events could exceed our coverage limits. Our inability to operate our networks or operate key systems as a result of such events, even for a limited period of time, may result in significant expenses or loss of customers and associated revenue. Even if our facilities are not impacted directly by a catastrophic event, potential impacts on our suppliers may result in difficulties in obtaining equipment, fiber optics or other network components that may affect our ability to provision new services to customers, expand our networks or replace obsolete equipment.

Our ability to offer residential and content services is limited by our Capacity License Agreements.

Our Capacity License Agreements with the Cable Operations prohibit us from using facilities licensed under those agreements until 2028 to (i) engage in the business of providing, offering, packaging, marketing, promoting or branding (alone or jointly with or as an agent for other parties) any residential services, or (ii) produce or otherwise provide entertainment, information or other content services. Although we do not believe that these restrictions will materially affect our business and operations in the immediate future, we cannot predict the effect of such restrictions in the rapidly changing telecommunications industry. We do not currently have plans to offer residential or content services in any of our service areas.

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We may be required to record impairment charges in the future.

Under U.S. generally accepted accounting principles, we are required to review the carrying amounts of our assets, including goodwill, to determine whether current events or circumstances warrant adjustments to those amounts. These determinations are based in part on our judgments regarding the cash flow potential of various assets, and involve projections that are inherently subject to change based on future events. If we determine in the future that the cash flow potential of any of our assets, including acquired assets, is significantly less than we believed at the time of purchase, and that conclusion is based on a long-term rather than short-term trend, we may need to record an impairment charge.

We may be adversely impacted by deterioration in the financial condition of financial institutions or mutual funds that hold our investments.

As of December 31, 2013, our cash, cash equivalents and investments are held in financial institutions, U.S. Treasury money market mutual funds, commercial paper and debt securities issued by the U.S. Treasury and other government agencies. We are exposed to risks resulting from deterioration in the financial condition or failure of financial institutions holding our cash deposits, decisions of our investment advisers and the investment managers of the money market funds and defaults in securities underlying the funds and investments, which could adversely impact our ability to access these cash balances. We actively monitor the depository institutions and credit quality of the U.S. government and its entities and the performance and quality of our investments and the mutual funds that hold our cash and cash equivalents and adjust the cash balances in our accounts as appropriate. We prioritize safety over investment return in choosing the investment vehicles for cash and cash equivalents and investments and have diversified these investments to the extent practical to minimize our exposure to any one investment vehicle or financial institution. This strategy generally results in lower interest income from investments included in cash and cash equivalents and investments. We may change the nature of our cash, cash equivalent and short-term investments as market conditions change.

Balances in certain of our accounts with financial institutions in the U.S. exceed the FDIC insurance limit when it is impractical to spread these amounts over multiple institutions. We cannot assure that access to our cash, cash equivalents and investments will not be impacted by additional and yet unforeseeable adverse conditions in the financial markets.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease network hub sites, central office sites, other facility locations and sales and administrative offices in the cities in which we operate our network. During 2013, 2012 and 2011, rental expense for our facilities and offices totaled approximately $75.3 million, $70.4 million and $64.6 million, respectively. We believe that our properties, taken as a whole, are in good operating condition and are adequate for our business operations. We currently lease approximately 167,000 square feet of space in Littleton, Colorado, where our corporate headquarters is located, approximately 130,000 square feet of space in Greenwood Village, Colorado, where one national operations center ("NOC") and other administrative functions are located, and approximately 48,000 square feet of space in O’Fallon, Missouri, where another NOC is located. In January 2013, we agreed to lease approximately 161,000 square feet of additional space in Lone Tree, Colorado. We currently occupy approximately 33,000 square feet of space at this property and expect to take possession of the remaining 128,000 square feet in 2015 to relocate the Greenwood Village, Colorado NOC to this property.

Item 3. Legal Proceedings

We are party to various claims and legal and regulatory proceedings in the ordinary course of business. We do not believe that these claims or proceedings, individually or in the aggregate, are material or are likely to have a material adverse effect on our business, financial condition, or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the NASDAQ Global Select Market of the NASDAQ Stock Market under the symbol “TWTC”. The following table sets forth the intraday high and low sales prices for our common stock for each of the quarters of 2012 and 2013 as reported on the NASDAQ Stock Market:

Period	High		Low
2012
First Quarter	$	23.00	$	19.08
Second Quarter	25.97		20.91
Third Quarter	26.56		23.26
Fourth Quarter	27.86		23.65
2013
First Quarter	$	28.02	$	24.16
Second Quarter	29.51		24.87
Third Quarter	30.70		28.09
Fourth Quarter	31.89		25.83

Dividends

We have never paid or declared any dividends. We may consider paying dividends in the future to the extent permitted by our debt covenants. Any decision to pay dividends will be made by our Board of Directors in light of conditions then existing, including our results of operations, financial condition and requirements, business conditions, covenants under debt agreements and other contractual arrangements, and other factors. See "Management's Discussion and Analysis-Liquidity and Capital Resources" for additional information regarding our debt covenants that may limit our ability to pay dividends in the future.

Number of Stockholders

As of January 31, 2014, there were 480 holders of record of our common stock.

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Performance Graph

The following graph compares total stockholder return on our common stock since December 31, 2008, with the NASDAQ Composite Index (U.S. and foreign companies) and the NASDAQ Telecommunications Index. The graph assumes that $100 was invested in our stock at the closing price of $8.47 on December 31, 2008, and that the same amount was invested in the NASDAQ Composite Index and the NASDAQ Telecommunications Index. Our closing price on December 31, 2013 was $30.47.

Comparison of Cumulative Total Return on Investment

	Years Ended December 31,
	2008		2009		2010		2011		2012		2013
tw telecom inc.	$	100.00	$	202.48	$	201.30	$	228.81	$	300.71	$	359.74
NASDAQ Composite Index	$	100.00	$	143.89	$	168.22	$	165.19	$	191.47	$	264.84
NASDAQ Telecommunications Index	$	100.00	$	148.24	$	154.06	$	134.62	$	137.31	$	170.29

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table presents our purchases of equity securities reportable during the three months ended December 31, 2013:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
October 1—October 31, 2013	532,401	$	30.10	532,401	$	450,000,028
November 1—November 30, 2013	912,961	28.46		912,961	424,016,177
December 1—December 31, 2013	2,094,589	29.37		2,094,589	362,505,424
Total	3,539,951			3,539,951

 ___________________

⁽¹⁾  On August 6, 2013, our Board of Directors authorized a multi-year repurchase program of up to $500 million of our common stock from time to time using a variety of methods, including open market purchases, block trades and privately negotiated transactions. Our open market purchases may be carried out pursuant to a pre-established trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934. The authorization has no time limit, and may be suspended or discontinued at any time. As of December 31, 2013, approximately $362.5 million remained available under the authorization.

Item 6. Selected Financial Data

Selected Consolidated and Combined Financial and Other Operating Data

The following table is derived in part from our audited consolidated financial statements. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and the notes thereto.

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	Years Ended December 31,
	2013			2012			2011			2010			2009
	(amounts in thousands, except per share and operating data amounts and ratios)
Statements of Operations Data:
Revenue (1):
Data and Internet services	$	851,297		$	746,297		$	646,682		$	547,218		$	472,647
Voice services	373,666			363,743			338,655			332,870			333,274
Network services	308,818			330,088			350,709			359,169			370,859
Intercarrier compensation	30,120			30,127			30,845			33,914			34,610
Total revenue	1,563,901			1,470,255			1,366,891			1,273,171			1,211,390
Costs and expenses:
Operating (exclusive of depreciation, amortization and accretion shown separately below) (1)(2)	658,080			617,553			571,461			528,965			503,960
Selling, general, and administrative (2)	392,132			341,423			325,538			308,470			297,290
Depreciation, amortization, and accretion	308,768			284,292			283,329			289,564			296,167
Total costs and expenses	1,358,980			1,243,268			1,180,328			1,126,999			1,097,417
Operating income	204,921			226,987			186,563			146,172			113,973
Interest expense, net	(95,444		)	(92,964		)	(87,173		)	(80,344		)	(83,641		)
Debt extinguishment costs	(39,314		)	(77		)	—			(17,070		)	—
Other income	—			—			—			825			—
Income before income taxes	70,163			133,946			99,390			49,583			30,332
Income tax expense (benefit) (3)	33,705			57,058			41,479			(291,295		)	11,921
Net income	$	36,458		$	76,888		$	57,911		$	340,878		$	18,411
Basic income per share	$	0.25		$	0.51		$	0.39		$	2.26		$	0.12
Diluted income per share	$	0.24		$	0.50		$	0.38		$	2.12		$	0.12
Weighted average shares outstanding, basic	144,920			147,675			147,247			149,156			148,087
Weighted average shares outstanding, diluted	146,480			150,059			149,349			171,456			149,852
Other Operating Data:
Modified EBITDA (4)(5)	$	552,521		$	540,579		$	497,709		$	463,568		$	436,658
Modified EBITDA margin (1)(4)(5)(6)	35.3		%	36.8		%	36.4		%	36.4		%	36.0		%
Net cash provided by operating activities	$	438,461		$	463,676		$	403,588		$	385,752		$	390,478
Capital expenditures (7)	$	501,887		$	343,425		$	342,731		$	321,844		$	274,890
Net interest coverage ratio (8)	6.5			8.0			7.8			7.9			6.8
Operating Data (as of the end of each period presented):
Operating networks	75			75			75			75			75
Fiber connected buildings, on-net (9)	20,255			17,948			15,438			13,230			11,598
Employees	3,397			3,147			3,051			2,975			2,870
Balance Sheet Data (as of the end of each period presented):
Cash and cash equivalents	$	284,419		$	806,728		$	353,394		$	356,922		$	445,907
Investments	194,576			167,564			131,525			118,672			24,865
Property, plant, and equipment, net	1,694,956			1,492,246			1,427,212			1,356,612			1,294,372
Total assets	2,922,460			3,223,737			2,708,226			2,650,954			2,328,462
Long-term debt and capital lease obligations	1,916,775			1,384,242			1,352,820			1,338,297			1,300,370
Total debt and capital lease obligations	1,949,245			1,759,211			1,360,553			1,345,499			1,307,939
Total stockholders’ equity	$	636,069		$	1,111,939		$	1,005,721		$	966,641		$	644,388
Leverage ratios (10):
Gross	3.6			3.3			2.8			3.0			3.1
Net	2.7			1.5			1.8			2.0			2.1

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___________________

⁽¹⁾  We classify certain taxes and fees billed to customers and remitted to government authorities on a gross versus net basis in revenue and expense. The total amounts classified as revenue, primarily included in voice services, associated with such taxes and fees were approximately $83.2 million, $79.8 million, $63.5 million, $51.3 million and $40.0 million for the years ended December 31, 2013, 2012, 2011, 2010 and 2009, respectively. This has no impact on Modified EBITDA or net income but is dilutive to Modified EBITDA margin.

⁽²⁾  Includes the following non-cash stock-based employee compensation expense:

	Years Ended December 31,
	2013		2012		2011		2010		2009
	(amounts in thousands)
Operating	$	2,178	$	1,904	$	2,327	$	3,261	$	3,654
Selling, general, and administrative	36,654		27,396		25,490		24,571		22,864

⁽³⁾  Includes a non-cash income tax benefit of $299.0 million for the year ended December 31, 2010 to recognize the value of tax assets.

⁽⁴⁾  “Modified EBITDA” is a non-GAAP financial measure and is defined by us as net income (loss) before depreciation, amortization and accretion expense, interest expense, interest income, debt extinguishment costs, other income (loss), impairment charges, income tax expense (benefit), cumulative effect of change in accounting principle, and non-cash stock-based employee compensation expense. Not all of these items occur in each reporting period, but have been included in the definition based on historical activity. Modified EBITDA is not intended to replace operating income (loss), net income (loss), cash flow and other measures of financial performance and liquidity reported in accordance with accounting principles generally accepted in the United States. Rather, Modified EBITDA is a measure of operating performance and liquidity that investors may consider in addition to such measures. Other companies may define Modified EBITDA or similar terms differently. Our management believes that Modified EBITDA is a standard measure of operating performance and liquidity that is commonly reported and widely used by analysts, investors and other interested parties in the telecommunications industry because it eliminates many differences in financial, capitalization and tax structures, as well as non-cash and non-operating charges to earnings. We believe that Modified EBITDA trends are a valuable indicator of whether our operations are able to produce sufficient operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. We currently use Modified EBITDA for these purposes. Modified EBITDA also is used internally by our management to assess ongoing operations and is a measure used to test compliance with certain covenants of our senior notes, our Revolver and our Term Loan. The definition of EBITDA under our Revolver, our Term Loan and our senior notes differs, but not materially, from the definition of Modified EBITDA used in this table. Modified EBITDA as used in this document may not be comparable to similarly titled measures reported by other companies due to differences in accounting and disclosure policies.

⁽⁵⁾  The reconciliation between net income and Modified EBITDA is as follows:

	Years Ended December 31,
	2013			2012			2011			2010			2009
	(amounts in thousands)
Net income	$	36,458		$	76,888		$	57,911		$	340,878		$	18,411
Income tax expense (benefit)	33,705			57,058			41,479			(291,295		)	11,921
Interest income	(692		)	(793		)	(545		)	(608		)	(360		)
Interest expense	96,136			93,757			87,718			80,952			84,001
Debt extinguishment costs	39,314			77			—			17,070			—
Other income	—			—			—			(825		)	—
Depreciation, amortization and accretion	308,768			284,292			283,329			289,564			296,167
Non-cash stock-based compensation	38,832			29,300			27,817			27,832			26,518
Modified EBITDA	$	552,521		$	540,579		$	497,709		$	463,568		$	436,658

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The reconciliation between net cash provided by operations and Modified EBITDA, as a measure of liquidity, is as follows:

	Years Ended December 31,
	2013			2012			2011			2010			2009
	(amounts in thousands)
Net cash provided by operations	$	438,461		$	463,676		$	403,588		$	385,752		$	390,478
Income tax expense (benefit)	33,705			57,058			41,479			(291,295		)	11,921
Deferred income taxes	(30,738		)	(48,559		)	(35,756		)	293,529			(9,175		)
Interest income	(692		)	(793		)	(545		)	(608		)	(360		)
Interest expense	96,136			93,757			87,718			80,952			84,001
Discount on debt, amortization of deferred debt issue costs and other	(10,727		)	(25,469		)	(23,388		)	(21,404		)	(20,036		)
Changes in operating assets and liabilities	26,376			909			24,613			16,642			(20,171		)
Modified EBITDA	$	552,521		$	540,579		$	497,709		$	463,568		$	436,658

⁽⁶⁾  Modified EBITDA margin represents Modified EBITDA as a percentage of revenue.

⁽⁷⁾  Capital expenditures for the year ended December 31, 2013 included $119.8 million for a long-term fiber lease related to our strategic market expansion for which the fiber has yet to be installed.

⁽⁸⁾  Our net interest coverage ratio is calculated by dividing net cash interest expense by Modified EBITDA. We believe that our net interest coverage ratio provides a measurement of our ability to cover our interest payments on our debt and capital lease obligations. For this purpose, the net cash interest expense excludes non-cash interest expense. The reconciliation between interest expense and net cash interest expense is as follows:

	Years Ended December 31,
	2013			2012			2011			2010			2009
	(amounts in thousands)
Interest expense	$	96,136		$	93,757		$	87,718		$	80,952		$	84,001
Discount on debt and amortization of deferred debt issue costs	(10,726		)	(25,486		)	(23,473		)	(21,417		)	(19,418		)
Interest income	(692		)	(793		)	(545		)	(608		)	(360		)
Net cash interest expense	$	84,718		$	67,478		$	63,700		$	58,927		$	64,223

⁽⁹⁾  During 2012, building additions include an increase of 532 previously connected buildings identified during alignment of key operating systems.

⁽¹⁰⁾  Our gross leverage ratio is calculated by dividing the principal amount of our total debt and capital lease obligations by Modified EBITDA. Our net leverage ratio is calculated by dividing the principal amount of our total debt and capital lease obligations less cash and cash equivalents and short-term investments by Modified EBITDA. We believe that our leverage ratios provide a measurement of our ability to cover our total debt and capital lease obligations.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the "Selected Financial Data" and the accompanying consolidated financial statements and related notes thereto, included elsewhere in this report. This section and other parts of this report contain forward-looking statements that involve risks and uncertainties. See "Caution Regarding Forward-Looking Statements" at the beginning of this report. Forward-looking statements are not guarantees of future performance, and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsection entitled "Risk Factors" above. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Overview

We are a leading national provider of managed network services, specializing in business Ethernet, data networking, converged, IP VPN, Internet access, voice, including VoIP, and network security services to enterprise organizations, including public sector entities, and carriers throughout the U.S., including their global locations. Our revenue is derived from business communication services, including data, high-speed Internet access, network and voice services. Our customers include enterprise organizations in a wide variety of industry segments including, among others, the financial services, technology and scientific, health care, distribution, manufacturing and professional services industries, data centers, cloud application providers, public sector entities, system integrators and communications service providers, including ILECs, CLECs, wireless communications companies and cable companies.

Through our subsidiaries, we serve 75 metropolitan markets with local fiber networks that are connected to our regional fiber facilities and national IP backbone. As of December 31, 2013, our fiber network spanned over 30,000 route miles (including approximately 23,000 metropolitan route miles) connecting to 20,255 buildings served directly by our metropolitan fiber facilities. Included in the total buildings served directly by our local fiber facilities are approximately 470 third party data centers across the country where customers deploy their own equipment or connect to cloud application providers. In 2013, we added approximately 2,300 new buildings directly connected to our network. In addition, we are able to extend our reach beyond our fiber networks by providing off-network solutions to customers within and outside our 75 markets. We continue to extend our fiber footprint within our existing markets by connecting our network into additional locations and to expand our data, voice and IP networking capabilities between our markets, supporting secure end-to-end business Ethernet, IP VPN and converged solutions for customers. Unless otherwise indicated, information contained in this Annual Report on Form 10-K regarding our U.S. metropolitan markets and fiber network route miles does not give effect to our strategic market expansion discussed below.

In November 2013, we announced a strategic market expansion, which we expect to increase our addressable market by expanding our metropolitan fiber route miles by approximately 17%, including entry into five new markets and accelerating density of our metropolitan fiber footprint in 27 existing markets. The new markets are Boston, Philadelphia, Cleveland, Richmond and Salt Lake City. As part of this expansion, we are also increasing our regional fiber footprint for greater capacity, increased network control and more cost effective connectivity. To facilitate this expansion, we entered into long-term capital leases for fiber that we plan to light with our own electronics. The initial term of the leases is 20 years, with two ten-year renewals at our option, and automatic annual renewals thereafter until termination by either party. We plan to integrate our expanded fiber with our networks, technology, data and tools by the end of 2014 in order to be able to provide our advanced services to those areas, and throughout 2013 to activate new routes in our new and existing markets for sales of services to our customers. We recognized a right-to-use asset and corresponding capital lease obligation of $119.8million in the three months ended December 31, 2013, representing the present value of the minimum commitment under the fiber leases, which are expected to result in aggregate committed lease payments over the initial 20 year lease term of $216.5 million.

Revenue Trends

Although we analyze revenue by customer type, we present our financial results as one segment across the U.S. because our business is centrally managed. The percentage of revenue by customer type for each of the past three years is as follows:

	Revenue
	2013		2012		2011
Enterprise / End Users	80	%	79	%	77	%
Carrier	18	%	19	%	21	%
Intercarrier Compensation	2	%	2	%	2	%
	100	%	100	%	100	%

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Total Revenue

Our revenue has grown sequentially for the past 37 consecutive quarters through December 31, 2013, including throughout various economic cycles. Our annual year-over-year revenue growth rate increased over each of the years ended December 31, 2010, 2011 and 2012 and was 5.1%, 7.4% and 7.6%, respectively. These higher year-over-year revenue growth rates were primarily due to increased demand, low revenue churn and an increase in certain taxes and fees that are reported on a gross versus net basis in revenue and expense. We also believe that our new and enhanced services, our customer experience initiatives to increase customer loyalty and retention and improved economic conditions contributed to our growing revenue.

In 2012, we began to experience lower year-over-year quarterly revenue growth rates compared to the same periods in the prior year and continued to experience a lower year-over-year revenue growth rate in the three months ended December 31, 2013. In addition, our 2013 annual revenue growth rate of 6.4% was lower than the prior year. In 2013, we commenced several growth initiatives focused on increasing sales to capture growing market demand and share and designed to increase our revenue growth rate. In the second half of 2013, we had higher growth in our sales, or "bookings" (i.e., signed contracts), and service installations year over year, which we believe was the result of our growth initiatives. Accordingly, we expect our 2014 revenue growth rate to be higher than our 2013 revenue growth rate, absent unforeseen circumstances, although we may experience fluctuations in our quarterly revenue growth rates.

Due to the time required to obtain or build necessary facilities, obtain rights to install equipment in multi-tenant buildings and other factors related to service installation, some of which are not within our control, there is often a lag between the time that a sale is made, and the time revenue commences. Our installation intervals are generally longer for more complex solutions delivered to our customers. In some situations, the timing of service installations may be subject to factors that our customers control, such as their readiness for us to install equipment on their premises or the readiness of their equipment. Due to all of these factors, installation intervals may range between two weeks for single-site, less complex services to 6 to 12 months or longer for more complex solutions.

We believe that increasing our rate of revenue growth will depend on increasing sales and service installations to keep pace with the growing total base of revenue, retaining revenue from existing customers and a stronger economy. We expect our future revenue growth to be driven in part by the increasingly web-based economy and developing IT strategies such as cloud computing, collaboration, data center connectivity and disaster recovery, all of which require the reliable connectivity and network capacity that we provide. We also expect that our advanced service capabilities and national footprint will drive more demand for our existing Ethernet, managed and Internet service suites, enhance our future data and Internet services revenue growth and enable us to serve more customers with multi-point, multi-city locations.

Enterprise Customer Revenue

Revenue from enterprise customers has increased sequentially for the past 46 consecutive quarters through December 31, 2013 and increased 9.4%, 10.5% and 8.2% for the years ended December 31, 2011, 2012 and 2013 over the respective prior years primarily due to increased installations of our data and Internet services such as business Ethernet, managed and Internet services. Revenue from our enterprise customers represented 80% of our total revenue for the year ended December 31, 2013. We expect our future revenue growth to come primarily from enterprise customers, including our current customer base, largely due to our advanced network capabilities, growth initiatives, including the expansion of our sales and sales support personnel and services portfolio, and strategic market expansion.

Carrier Customer Revenue

Our carrier revenue represented 18% of total revenue for the year ended December 31, 2013. Carrier revenue has been declining as a percentage of revenue due to the higher contribution from enterprise customer revenue coupled with continued disconnections and repricing of carrier contracts upon renewals somewhat offset by higher installed sales of Ethernet services to carriers to serve their end users’ needs. Carrier revenue from wireless providers represented 28% and 30% of total carrier revenue for the years ended December 31, 2013 and 2012, respectively. We expect that our expanded service offerings to our wholesale customers will continue to contribute to carrier revenue; however, our carrier revenue historically has been impacted by pricing declines in connection with carrier customer contract renewals, disconnections resulting from price competition from other carriers, network grooming and carrier consolidation that inhibits the growth rate of carrier revenue. We expect these impacts on our carrier revenue to continue and to fluctuate from quarter to quarter.

Intercarrier Compensation Revenue

Intercarrier compensation revenue, which consists of switched access services and reciprocal compensation, represented 2% of our total revenue for the year ended December 31, 2013, and is expected to decline in the future as a percentage of total revenue due to federal and state mandated rate reductions for terminating traffic and changes in the regulatory regime for

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intercarrier compensation. Under a 2011 FCC order, intercarrier compensation rates are declining over a six-year period that began in 2012 with rate decreases occurring in July of each year through 2017. These rate decreases resulted in an approximately $4.0 million decline in intercarrier compensation revenue in the year ended December 31, 2013 compared to 2012 and we expect to lose approximately $4.0 million in the year ended December 31, 2014 compared to 2013 that we believe may be somewhat offset by growth in minutes of use. In addition, we expect that intercarrier compensation revenue will fluctuate based on variations from period to period in minutes of use originating and terminating on our network and fluctuations in carrier settlements.

Revenue and Customer Churn

Revenue churn, defined as the average lost recurring monthly billing for the period from a customer’s partial or complete disconnection of services (excluding pricing declines upon contract renewals and lost usage revenue) compared to reported revenue, is a measure used by management to evaluate revenue retention. Customer and service disconnections occur as part of the normal course of business and are primarily associated with price competition from other providers, customers moving facilities to other locations and network grooming, business contractions, financial difficulties and consolidation, among other reasons. Revenue churn was 0.9% of monthly revenue in each of the years ended December 31, 2011, 2012 and 2013, reflecting improvement from the last recessionary period. We believe that this improvement in revenue churn is a result of improved economic conditions as well as our expanded service portfolio, measures we put in place to increase revenue retention and our customer experience initiatives. As a component of revenue churn, revenue lost from customers fully disconnecting services was 0.2% for each of the years ended December 31, 2011, 2012 and 2013. We continue our initiatives to maintain revenue churn that is low relative to our industry, but do not expect contribution to our revenue growth rate from a lower revenue churn rate. If our revenue churn were to increase, our revenue growth would likely be negatively impacted. If we experience another adverse economic cycle, we could experience higher revenue churn that would likely negatively impact our revenue growth. We cannot predict the total impact on revenue from future customer disconnections or the timing of such disconnections or whether these favorable churn trends will continue.

Customer churn, defined as the average monthly customer turnover for the period compared to the average monthly customer count for the period, was 1.0%, 1.0% and 0.9% for the years ended December 31, 2011, 2012 and 2013, respectively. The majority of this churn came from our smaller customers, which we expect will continue.

Pricing

We experience significant price competition from the ILECs, CLECs and cable companies across our service categories that impacts our revenue. We also believe that technology advancements over the years in the telecommunications industry have resulted in lower unit costs for some electronics and equipment that drives customer demand for higher bandwidth at the same or lower prices.

Service agreements in our industry typically range from two to five years, with fixed pricing for the contract term. When contracts are renewed with no changes to the services, pricing is frequently reduced to current market levels as a renewal incentive. The impact of those price reductions on our revenue may fluctuate from quarter to quarter. In addition, during the terms of agreements, customers often purchase additional services or increase or decrease the bandwidth of existing services, subject to applicable early termination charges, depending on their business needs. In some cases, the impact of re-pricing is mitigated by customers' purchases of additional bandwidth or services.

Expenses and Modified EBITDA Trends

Pricing of Special Access Services

We purchase a substantial amount of special access services primarily from ILECs to expand the reach of our network.  While these ILEC services are regulated in part, the ILECs are advocating before the FCC for less regulation (see "Business--Regulatory Environment"). If the special access services we buy from the ILECs were to be further deregulated, ILECs would have a greater ability to increase the prices and reduce the service quality of special access services they sell to us. As the prices we must pay for special access services increase, our margins may be pressured.

Modified EBITDA Trends and Growth Initiatives

We regularly implement various initiatives designed to expand our revenue growth, Modified EBITDA margin (see Note 6 to the table under "Item 6. Selected Financial Data" for a definition of Modified EBITDA margin) and cash flow that require both capital and operating investments, which can temporarily impact our Modified EBITDA margin until growth in revenue

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absorbs the increased costs. We believe that these initiatives resulted in growth of our revenue, Modified EBITDA margin and cash flows during the three years ended December 31, 2012.

Modified EBITDA (see Note 4 to the table under Item 6. Selected Financial Data for a definition of Modified EBITDA) grew 7.4%, 8.6%, and 2.2% in the years ended December 31, 2011, 2012 and 2013, respectively, each compared to the prior year. Modified EBITDA margin was 36.4%, 36.8% and 35.3% for the years ended December 31, 2011, 2012 and 2013, respectively. These margins reflected the absorption of increased costs for network access due to higher prices and greater off-network reach and costs associated with growth initiatives designed to increase the rate of revenue growth, including further expansion of our sales and support staff and IT and technical personnel. These margins were also impacted by the dilutive effect of certain taxes and fees that are reported on a gross versus net basis in revenue and expense (see “Revenue” in Note 1 to the consolidated financial statements). Costs associated with growth initiatives had a greater impact on Modified EBITDA margin in the year ended December 31, 2013 than in the years ended December 31, 2012 and 2011.

In 2013 our growth initiatives required both capital and operating investments and we expect to continue these investments in 2014, including hiring additional sales, support and other operational personnel to support our strategic market expansion. Our capital investments in support of our growth initiatives include new service development, automation and strategic network expansions to reach additional customers.

The majority of the decline in Modified EBITDA margin for the year ended December 31, 2013 compared to the prior year, was the result of the costs associated with our growth initiatives. We expect the continued investments and expenses associated with our growth initiatives and market expansion (see "Overview" above) will continue to pressure our Modified EBITDA margin and cash flow in the near term until we can achieve consistently higher service installations and an acceleration of our rate of revenue growth sufficient to absorb these higher costs. While these initiatives and market expansion are designed to increase sales in the longer term to accelerate our future revenue growth rate, we cannot assure that these and other initiatives will be sufficient to achieve our objectives of increased revenue growth, margins and cash flow or the timing of such anticipated benefits.

We believe that future margin expansion will come from higher service installations, further leveraging our on-network facilities and increasing the network density of our less mature markets, since over the long term we have generally experienced margin improvement and increased cash flow from our less dense markets as those markets are expanded through on-net building additions and other network expansions. We believe that our strategic market expansion within our existing markets gives us an opportunity to accelerate the increase of network density in many of our existing markets which, if successful, we expect to lead to margin improvement and stronger cash flow generation over time.

The expected reductions in intercarrier compensation revenue discussed above under "Revenue Trends" are also expected to pressure our margins because of the relatively high margins associated with that revenue. Our revenue and margins may also be impacted by, among other risks, economic fluctuations, competitive pressures, higher special access costs including from growth in multi-location customer solutions driven by demand, fuel and energy costs, fluctuations in certain taxes and fees and any future inflationary pressures.

Seasonality and Fluctuations

We continue to expect business fluctuations to impact sequential quarterly trends in revenue, margins and cash flow. This includes the timing, as well as any seasonality, of sales and service installations, usage, rate changes, disputes, settlements, repricing for contract renewals and fluctuations in revenue churn, especially from carrier customers, expenses, capital expenditures and certain taxes and fees. Historically, our expense in the first quarter has been impacted by the resetting of payroll taxes in the new year. Our past experience with quarterly fluctuations may not necessarily be indicative of future results.

Because we generally do not recognize revenue subject to billing disputes until the dispute is resolved, the timing of dispute resolutions and settlements may positively or negatively affect our revenue in a particular quarter. The timing of disconnections may also impact our results in a particular quarter, with disconnections early in the quarter generally having a greater impact. The timing of capital and other expenditures may affect our margins or cash flow. The convergence of any of these or other factors such as fluctuations in usage, increases or decreases in certain taxes and fees or pricing declines upon contract renewals in a particular quarter may result in our revenue growing more or less than previous trends, may impact our margins and other financial results.

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Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

• it requires assumptions to be made that were uncertain at the time the estimate was made; and

• changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated results of operations or financial condition.

Goodwill

We perform impairment tests at least annually on all goodwill as required by relevant accounting standards, which require goodwill to be assigned to a reporting unit and tested using a consistent measurement date. For purposes of testing goodwill for impairment, our goodwill has been assigned to our one consolidated reporting unit and our test is performed in the fourth quarter of each year or more frequently if impairment indicators arise.

In reviewing goodwill for impairment we have the option to (i) assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or (ii) bypass the qualitative assessment and proceed directly to a quantitative assessment. For our assessment in the year ended December 31, 2013, we opted to bypass the qualitative assessment and proceed directly to the quantitative assessment, which utilizes a two-step process. The first step is to identify if a potential impairment exists by comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to have a potential impairment and the second step of the impairment test is not necessary. However, if a potential impairment exists, the fair value of the reporting unit is compared to the fair value of its assets and liabilities, excluding goodwill, to estimate the implied value of the reporting unit’s goodwill. If an impairment charge is deemed necessary, a charge is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value.

Considerable management judgment is necessary to estimate the fair value of our reporting unit and goodwill. We determine the fair value of our reporting unit based on the income approach, using a discounted projection of future cash flows which includes a five-year annual discounted cash flow (“DCF”) analysis with a terminal value to value the long-term future cash flows. This DCF analysis was used solely for the purpose of evaluating our goodwill for impairment and should not be interpreted as our prediction of future performance. The assumptions used in our DCF analysis are consistent with the assumptions we believe hypothetical marketplace participants would use. With respect to our DCF analysis, the timing and amount of future cash flows requires critical management assumptions, including estimates of expected future revenue growth rates, Modified EBITDA contributions, expected capital expenditures and an appropriate discount rate and terminal value. Our growth rate assumptions for this purpose are based on product and technology investments, fiber network expansions, changes in our underlying cost structure, market trends and historical results, among other items. In determining the fair value of our reporting unit for purposes of our assessment for the year ended December 31, 2013, we considered our five-year historical cumulative annualized growth rates for unlevered free cash flow (Modified EBITDA less capital expenditures) of 5.1%, excluding a large capital lease commitment and integration and branding costs that are not expected to recur. We applied a terminal multiple to estimated year five Modified EBITDA based on our long-term cash flow growth expectations, which considers our expected operating performance and industry performance, to determine terminal value. The terminal value represents a significant portion of the resulting fair value of our reporting unit and therefore we compared the results to a growth model that estimates the value of future cash flow to perpetuity to assess the reasonableness. Projected cash flows were discounted to their present value using a discount rate of 8%, which represents a market-based participant weighted average cost of capital and may reflect the rate of return an outside investor would expect to earn. To corroborate the reasonableness of the resulting fair value of our reporting unit, we also considered our market capitalization at the date the test was performed.

The determination of fair value requires significant estimates and assumptions, which are subject to inherent uncertainties. Although our cash flow projections over the most recent three-year period have been reasonable compared to our actual results, actual results may vary significantly from estimates. Our methodology for our 2013 assessment was consistent with the methodology used in the prior year period. Our 2013 assessment resulted in the determination that the carrying value of our reporting unit does not exceed its fair value.

To assess the sensitivity of the assumptions used in our DCF analysis, we applied reductions of 20% to our critical estimates to test for impairment, which we believe represents a reasonable change to our assumptions. When we applied a hypothetical two percentage point increase in the weighted average cost of capital, the resultant reduction in our fair value calculation would not have resulted in an impairment under our 2013 assessment. To assess the sensitivity of our future cash flow estimates including the terminal value used to derive the reporting unit’s fair value, we applied a hypothetical reduction of 20% to the estimated fair value of our reporting unit. The resultant reduction in fair value would not have resulted in an

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impairment under our 2013 assessment. We are not aware of any reasonably likely changes in our assumptions that would result in an impairment.

Impairment of Long-lived Assets

We perform an assessment of our long-lived assets, including property, plant and equipment and finite-lived intangible assets, whenever events and circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss may exist when the estimated undiscounted cash flows attributable to the assets are less than their carrying amount. If an asset is deemed to be impaired, the amount of the impairment loss recognized represents the excess of the long-lived asset's carrying value as compared to its estimated fair value, based on management's assumptions and projections. Estimates are used to determine whether sufficient cash flows will be generated to recover the carrying amount of our investments in long term assets. The estimates are made for each of our seven geographic regions. Expected future cash flows are based on historical experience and management’s expectations of future performance. The assumptions used represent our best estimates including market growth rates, future pricing, market acceptance of our products and services and the future capital investments necessary.

Although events and circumstances in 2013 did not indicate that the carrying amount of such assets may not be recoverable, we performed a recoverability test.  Our 2013 assessment did not result in any impairment charges. A hypothetical 20% reduction in our projected Modified EBITDA for each region would not have resulted in an impairment as of December 31, 2013.

Regulatory and Other Contingencies

We are subject to significant government and jurisdictional regulation, some of which is uncertain due to legal challenges of existing rules. Such regulation is subject to differing interpretations and inconsistent application, and has historically resulted in disputes with other carriers, regulatory authorities and municipalities regarding the classification of traffic, rates, minutes of use and right-of-way fees.

Management estimates and accrues for its estimate of probable losses associated with regulatory and other contingencies. These estimates are based on assumptions and other considerations including expectations regarding regulatory rulings, historic experience and ongoing negotiations. We evaluate these reserves on an ongoing basis and make adjustments as necessary. A 10% unfavorable or favorable change in the estimates used for such reserves would have resulted in approximately a $6.1 million decrease or $3.8 million increase, respectively, in net income for the year ended December 31, 2013.

Deferred Tax Accounting

We have had a history of NOLs for tax purposes. When it is more likely than not that all or some portion of deferred tax assets may not be realized, we establish a valuation allowance for the amount that may not be realized. Each quarter we evaluate the need to retain all or a portion of the valuation allowance on our net deferred tax assets.

We believe it is more likely than not that deferred tax assets resulting from NOLs subject to certain limitations and those that require future income of special character will not be realized. Additionally, we have certain deferred tax assets attributable to stock option deductions for which the related valuation allowance cannot be reversed due to relevant accounting guidance concerning tax benefits related to the exercise of non-qualified stock options prior to the adoption of such accounting guidance. Therefore, we continue to maintain a valuation allowance against deferred tax assets totaling $27.0 million.

As of December 31, 2013, we had NOLs for federal income tax purposes of approximately $800 million. If not utilized to reduce taxable income in future periods, these NOLs generally expire in various amounts beginning in 2022 and ending in 2026. We utilized NOLs to offset income tax obligations in each of the tax returns filed for the years ended December 31, 2008 through 2012. The Tax Reform Act of 1986 contains provisions that limit the utilization of NOLs if there has been an “ownership change” as described in Section 382 of the Internal Revenue Code. In general, this would occur if certain ownership changes related to our stock that is held by 5% or greater stockholders exceeds 50 percent measured over a rolling three year period. If we experience such an ownership change, our utilization of NOLs to reduce future federal income tax obligations could be limited. In order to reduce the likelihood of an ownership change as defined by Section 382, our Board may adopt a rights plan in the future as they have previously, subject to subsequent ratification by our stockholders, if it determines that our substantial NOLs are at risk of limitation under Section 382 or that such action otherwise is in the best interests of our stockholders.

38

Revenue and Receivables

Our services are complex and our tariffs and contracts may be correspondingly complex and subject to interpretations that cause disputes regarding amounts billed. In addition, changes in and interpretations of regulatory rulings create uncertainty and may cause disputes over minutes of use, rates or other provisions of our service. As such, we defer recognition of revenue until cash is collected on certain components of revenue, such as contract termination charges. We also reserve for customer billing disputes until they are resolved even if the customer has already paid the disputed amount.

We estimate the ability to collect our receivables by performing ongoing credit evaluations of our customers’ financial condition, and provide an allowance for doubtful accounts based on expected collection of our receivables. Our estimates are based on assumptions and other considerations, including payment history, credit ratings, customer financial performance, industry financial performance and aging analysis. As a result of an improvement in our collection activities, our overall receivables management and an improving economy, our allowance for doubtful accounts as a percentage of gross receivables has improved from 8% at December 31, 2011 to 7% at December 31, 2012 and 6% at December 31, 2013. A 10% change in the estimates used for our allowance for doubtful accounts would not have resulted in a material change in net income for the year ended December 31, 2013.

Other Estimates

There are other accounting estimates reflected in our consolidated financial statements, including contingent loss accruals, compensation accruals, unpaid claims for medical and other self-insured plans, property and other tax exposures and asset retirement obligations and asset lives that require judgment but are not deemed critical in nature.

We believe that the current assumptions and other considerations used to estimate amounts reflected in the consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in the consolidated financial statements, the resulting changes could have a material adverse effect on our results of operations and, in certain situations, on our financial condition.

Results of Operations

The following discussion provides analysis of our results of operations and should be read together with our audited consolidated financial statements, including the notes thereto, appearing elsewhere in this report:

2013 Compared to 2012

Revenue

Revenue by line of business was as follows (amounts in thousands):

	Year Ended December 31,
	2013		2012		$ Change			% Change
Revenue (1):
Data and Internet services	$	851,297	$	746,297	$	105,000		14.1	%
Voice services	373,666		363,743		9,923			2.7	%
Network services	308,818		330,088		(21,270		)	(6.4	)%
Intercarrier compensation	30,120		30,127		(7		)	—	%
Total revenue	$	1,563,901	$	1,470,255	$	93,646		6.4	%

___________________

⁽¹⁾  We classify certain taxes and fees billed to customers and remitted to government authorities on a gross versus net basis in revenue and expense. The total amounts classified as revenue, primarily included in voice services, associated with such taxes and fees were approximately $83.2 million and $79.8 million for the years ended December 31, 2013 and 2012, respectively. This has no impact on Modified EBITDA or net income but is dilutive to Modified EBITDA margin.

39

The primary driver of total revenue growth was increased data and Internet services revenue from installed services to enterprise customers. The increase in data and Internet services revenue primarily resulted from installations of strategic Ethernet and VPN-based services and other services to enterprise customers, partially offset by service disconnections and re-pricing of renewed customer contracts at lower rates. Strategic services, which includes Ethernet and IP VPN services, constituted 55% of data and Internet services revenue for the year ended December 31, 2013 compared to 53% for the year ended December 31, 2012, representing 19% year over year growth in revenue from these services.

Voice services revenue increased primarily as a result of certain taxes and fees remitted to government authorities that we classify on a gross versus net basis in revenue and expense and installations of converged and other voice services, partially offset by service disconnections and re-pricing of renewed customer contracts at lower rates. Revenue from services based on minutes of use by customers included in voice services was 3% of our total revenue for both of the years ended December 31, 2013 and 2012.

Network services revenue decreased primarily due to service disconnections largely from carriers and re-pricing of renewed customer contracts at lower rates, somewhat offset by growth in high capacity dedicated Ethernet services and collocation services.

Intercarrier compensation revenue was unchanged from the prior year, primarily as a result of the impact of the FCC-mandated rate reductions in July 2012 and 2013 offset by dispute settlements and an increase in minutes of use originating and terminating on our network.

Costs and Expenses

The major components of costs and expenses were as follows (amounts in thousands):

	Year Ended December 31,
	2013			2012			$ Change		% Change
Costs and expenses:
Operating (exclusive of depreciation, amortization and accretion shown separately below) (1)	$	658,080		$	617,553		$	40,527	6.6	%
Operating costs as percentage of total revenue	42.1		%	42.0		%
Selling, general and administrative (1)	392,132			341,423			50,709		14.9	%
Selling, general and administrative costs as percentage of total revenue	25.1		%	23.2		%
Depreciation, amortization and accretion	308,768			284,292			24,476		8.6	%
Total costs and expenses	$	1,358,980		$	1,243,268		$	115,712	9.3	%
(1)  Includes the following non-cash stock-based employee compensation expense:
Operating	$	2,178		$	1,904		$	274	14.4	%
Selling, general, and administrative	$	36,654		$	27,396		$	9,258	33.8	%

Operating Expenses. Our operating expenses consist of costs directly related to the operation and maintenance of our network and the provisioning of our services. These costs, which are net of capitalized labor and overhead costs on capital projects, include the salaries and related expenses of customer care, provisioning, network maintenance, technical field and network operations and engineering personnel, costs to repair and maintain our network, and costs paid to other carriers for access to their facilities, interconnection, and facilities leased and associated utilities. We carry a significant portion of our traffic on our own fiber infrastructure, enhancing our ability to minimize and control access costs--the costs to purchase network services from other carriers. The increase in operating expenses was largely due to:

• Higher network access costs, primarily as a result of revenue growth and growth in demand for multi-location customer solutions, both within and outside our markets;

• Higher network maintenance costs;

• An increase in employees and related costs associated both with revenue growth and our growth initiatives; and

• An increase in certain taxes and fees remitted to government authorities that we classify on a gross versus net basis in revenue and expense.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of salaries and related costs for employees and other expenses related to sales and marketing, bad debt, IT, billing, regulatory, administrative and legal functions. The increase in these expenses primarily related to higher employee costs resulting from incentive-based compensation due to expansion of our indirect sales channel and increased customer installations of service, expansion of our

40

sales and sales support personnel and IT personnel associated both with revenue growth and our growth initiatives, higher non-cash stock-based compensation expense, annual merit-based salary increases and other administrative costs, including property and other taxes and regulatory fees. For the year ended December 31, 2013, selling, general and administrative expenses included compensation expense of $5.3 million associated with executive retirement, including $4.3 million in non-cash stock-based compensation expense resulting from accelerated vesting of outstanding equity awards. Selling, general and administrative costs as a percentage of total revenue increased primarily due to expansion of personnel as discussed above and the increase in non-cash stock-based compensation expense.

Depreciation, Amortization and Accretion Expense. The increase in depreciation, amortization and accretion expense was attributable to property, plant and equipment additions during 2012 and 2013 net of the impact of fully depreciated assets. We expect to recognize $3.5 million of depreciation expense in 2014 related to right-to-use assets associated with our strategic market expansion.

Operating Income and Net Income

The following table provides the components from operating income to net income for purposes of the discussions that follow (amounts in thousands, except per share amounts):

	Year Ended December 31,
	2013			2012			$ Change			% Change
Operating income	$	204,921		$	226,987		$	(22,066	)	(9.7	)%
Interest expense	(96,136		)	(93,757		)	2,379			2.5	%
Debt extinguishment costs	(39,314		)	(77		)	(39,237		)	NM
Interest income	692			793			(101		)	(12.7	)%
Income before income taxes	70,163			133,946			(63,783		)	(47.6	)%
Income tax expense	33,705			57,058			(23,353		)	(40.9	)%
Net income	$	36,458		$	76,888		$	(40,430	)	(52.6	)%
Basic income per common share	$	0.25		$	0.51		$	(0.26	)	(51.0	)%
Diluted income per common share	$	0.24		$	0.50		$	(0.26	)	(52.0	)%
Modified EBITDA (1)(2)	$	552,521		$	540,579		$	11,942		2.2	%
Modified EBITDA margin (1)(2)(3)	35.3		%	36.8		%

___________________

NM - Not meaningful

⁽¹⁾ See Note 1 under "Revenue" above.

⁽²⁾ See Note 4 and 5 in “Item 6. Selected Financial Data” for a definition of “Modified EBITDA” and for reconciliations of Modified EBITDA to net income, the most comparable GAAP measure for operating performance, and Modified EBITDA, as a measure of liquidity, to net cash provided by operating activities.

⁽³⁾ Modified EBITDA margin represents Modified EBITDA as a percentage of revenue.

Interest Expense.The increase in interest expense is primarily related to the issuance of the 5³/₈% Senior Notes due 2022 (the "2022 Notes") in October 2012 and the issuance of the $450 million principal amount of 5³/₈% Senior Notes due 2022 (the "2022 Mirror Notes") and the $350 million principal amount of 6³/₈% Senior Notes due 2023 (the "2023 Notes") in August 2013, partially offset by the discount on the $373.7 million principal amount of 2³/₈% Convertible Senior Debentures (the "Convertible Debentures") becoming fully accreted in the first quarter of 2013, retirement of the Convertible Debentures, the repurchase of $406.5 million principal amount of 8% Senior Notes due 2018 (the "2018 Notes") in August 2013 ("the 2018 Notes Tender") and the impact of the rate decrease on the Term Loan in connection with a refinancing in April 2013. We expect to recognize $6.5 million of interest expense in 2014 for the capital lease associated with our strategic market expansion.

Debt Extinguishment Costs. Debt extinguishment costs for the year ended December 31, 2013 resulted primarily from the 2018 Notes Tender, consisting of cash paid for call premiums and fees of $32.2 million, non-cash write-offs of unamortized deferred debt issuance costs and issuance discounts of $5.1 million and $1.6 million, respectively, as well as transaction costs paid for repurchases of our Convertible Debentures.

Income Before Income Taxes. The decrease in income before income taxes resulted primarily from debt extinguishment costs incurred in connection with the 2018 Notes Tender, higher depreciation, amortization and accretion expense and non-cash stock-based compensation expense, partially offset by higher Modified EBITDA as discussed below.

41

Income Tax Expense. The decrease in income tax expense resulted from lower income before income taxes. Our effective tax rate in the year ended December 31, 2013 was 48%.

Net Income and Modified EBITDA. The decrease in net income resulted from the decrease in income before income taxes, partially offset by lower income tax expense, as discussed above. Included in net income (after giving effect to income tax expense) was $27.9 million, or $0.19 per share, of cash and non-cash debt extinguishment costs and compensation expense associated with executive retirement. The increase in Modified EBITDA was primarily the result of revenue growth that was somewhat offset by costs associated with both revenue growth and our growth initiatives, incentive-based compensation in connection with our indirect sales channel, network maintenance costs, property and other taxes and regulatory fees as discussed above under "Operating Expenses". The majority of the decline in Modified EBITDA margin was attributable to employee and other costs associated with our growth initiatives that were incurred ahead of the anticipated revenue, with the remainder the result of higher access costs from growth in demand for multi-location customer solutions, both within and outside of our markets. For the years ended December 31, 2013 and 2012, Modified EBITDA, together with cash, cash equivalents and investments, has been sufficient to cover our capital expenditures and service our debt. We expect to generate sufficient Modified EBITDA in the foreseeable future to cover our expected capital expenditures and debt service requirements together with cash on hand and borrowing capacity under our existing Revolver. See “Item 6. Selected Financial Data” Note 4 for a definition of Modified EBITDA and Note 5 for reconciliations of Modified EBITDA to net income, which is the most comparable GAAP measure for operating performance, and Modified EBITDA to net cash provided by operations, which is the most comparable GAAP measure for liquidity.

2012 Compared to 2011

Revenue

Revenue by line of business was as follows (amounts in thousands):

	Year Ended December 31,
	2012		2011		$ Change			% Change
Revenue (1):
Data and Internet services	$	746,297	$	646,682	$	99,615		15.4	%
Voice services	363,743		338,655		25,088			7.4	%
Network services	330,088		350,709		(20,621		)	(5.9	)%
Intercarrier compensation	30,127		30,845		(718		)	(2.3	)%
Total revenue	$	1,470,255	$	1,366,891	$	103,364		7.6	%

___________________

⁽¹⁾  We classify certain taxes and fees billed to customers and remitted to government authorities on a gross versus net basis in revenue and expense. The total amounts classified as revenue, primarily included in voice services, associated with such taxes and fees were approximately $79.8 million and $63.5 million for the years ended December 31, 2012 and 2011, respectively. This has no impact on Modified EBITDA or net income but is dilutive to Modified EBITDA margin.

The primary driver of total revenue growth was increased data and Internet services revenue from installed services to enterprise customers. The increase in data and Internet services revenue primarily resulted from installed sales of strategic Ethernet and VPN-based services and other services to enterprise customers, somewhat offset by revenue churn and re-pricing of renewed customer contracts at lower rates. Strategic services represented 53% of data and Internet services revenue for the year ended December 31, 2012 compared to 50% for the year ended December 31, 2011, resulting in 22% year over year growth.

More than half of the increase in voice services revenue resulted from an increase in both the volume and rate of certain taxes and fees remitted to government authorities that we classify on a gross versus net basis in revenue and expense, with the balance from installed sales of converged and other voice services, partially offset by revenue churn. Revenue based on minutes of use, including long distance, within voice services was 3% of our total revenue for both of the years ended December 31, 2012 and 2011.

The decrease in network services revenue was primarily from revenue churn (particularly from carrier customers) and re-pricing of renewed customer contracts at lower rates largely in transport services and customers transitioning to Ethernet services, partially offset by growth in high capacity and collocation services revenue.

42

Costs and Expenses

The major components of costs and expenses were as follows (amounts in thousands):

	Year Ended December 31,
	2012			2011			$ Change			% Change
Costs and expenses:
Operating (exclusive of depreciation, amortization and accretion shown separately below) (1)	$	617,553		$	571,461		$	46,092		8.1	%
Operating costs as percentage of total revenue	42.0		%	41.8		%
Selling, general and administrative (1)	341,423			325,538			15,885			4.9	%
Selling, general and administrative costs as percentage of total revenue	23.2		%	23.8		%
Depreciation, amortization and accretion	284,292			283,329			963			0.3	%
Total costs and expenses	$	1,243,268		$	1,180,328		$	62,940		5.3	%
(1)  Includes the following non-cash stock-based employee compensation expense:
Operating	$	1,904		$	2,327		$	(423	)	(18.2	)%
Selling, general, and administrative	$	27,396		$	25,490		$	1,906		7.5	%

Operating Expenses. Operating expenses increased primarily due to higher network access costs associated with revenue growth. Additionally, approximately a third of the increase in operating expenses resulted from an increase in both the volume and rate of certain taxes and fees. Operating costs as a percentage of revenue increased primarily as a result of growth in certain taxes and fees which we classify on a gross versus net basis in revenue and expense.

Selling, General and Administrative Expenses. The increase was primarily due to higher employee costs, regulatory fees and property and other taxes. The higher employee costs resulted primarily from incentive-based compensation due to expansion of the indirect sales channel, expansion of our sales, sales support and IT personnel, annual merit-based salary increases and non-cash stock-based compensation. The improvement in selling, general and administrative expenses as a percentage of total revenue is primarily attributed to scaling of employee costs which as a percentage of revenue declined in 2012 compared to 2011.

Depreciation, Amortization and Accretion Expense. Although we experienced only a modest increase in total depreciation, amortization and accretion expense, depreciation expense increased as a result of additions to property, plant and equipment in 2012 and 2011, which was substantially offset by fully depreciated assets that can fluctuate based on the timing of assets becoming fully depreciated.

Operating Income and Net Income

The following table provides the components from operating income to net income for purposes of the discussions that follow (amounts in thousands, except per share amounts):

	Year Ended December 31,
	2012			2011			$ Change			% Change
Operating income	$	226,987		$	186,563		$	40,424		21.7	%
Interest expense	(93,757		)	(87,718		)	6,039			6.9	%
Debt extinguishment costs	(77		)	—			(77		)	NM
Interest income	793			545			248			45.5	%
Income before income taxes	133,946			99,390			34,556			34.8	%
Income tax expense	57,058			41,479			15,579			37.6	%
Net income	$	76,888		$	57,911		$	18,977		32.8	%
Basic income per common share	$	0.51		$	0.39		$	0.12		30.8	%
Diluted income per common share	$	0.50		$	0.38		$	0.12		31.6	%
Modified EBITDA (1)(2)	$	540,579		$	497,709		$	42,870		8.6	%
Modified EBITDA margin (1)(2)(3)	36.8		%	36.4		%

43

___________________

NM - Not meaningful

⁽¹⁾ See Note 1 under "Revenue" above.

⁽²⁾ See Note 4 and 5 in “Item 6. Selected Financial Data” for a definition of “Modified EBITDA” and for reconciliations of Modified EBITDA to net income, the most comparable GAAP measure for operating performance, and Modified EBITDA, as a measure of liquidity, to net cash provided by operating activities.

⁽³⁾ Modified EBITDA margin represents Modified EBITDA as a percentage of revenue.

Interest Expense.The increase in interest expense is primarily due to the issuance of the 2022 Notes in October 2012.

Income Before Income Taxes. The increase in income before income taxes primarily resulted from higher Modified EBITDA as discussed below, somewhat offset by the increase in interest expense as a result of the issuance of the 2022 Notes.

Income Tax Expense. The increase in income tax expense resulted from higher income before income taxes. Our effective tax rate in the year ended December 31, 2012 was 43%.

Net Income and Modified EBITDA. The increase in net income resulted from an increase in income before income taxes, partially offset by higher income tax expense, as discussed above. The increase in Modified EBITDA was primarily the result of the contribution from revenue growth somewhat offset by higher employee costs, as discussed above. The improvement in Modified EBITDA margin primarily resulted from lower employee costs as a percentage of revenue. For the years ended December 31, 2012 and 2011, Modified EBITDA was sufficient to cover our capital expenditures and service our debt.

Liquidity and Capital Resources

Historically, we have generated cash flow from operations consisting primarily of payments received from customers for the provision of our services offset by payments to other telecommunications carriers, payments to employees, and payments for interest and other operating, selling, general and administrative expenses. We have also generated cash from debt and equity financing activities and have used these funds and cash flows from operations to service or repay our debt obligations, make capital expenditures to expand our network, repurchase our common stock and fund acquisitions.

During the year ended December 31, 2013, we redeemed the $373.7 million principal amount of Convertible Debentures, resulting in a total use of cash of $553.2 million, including $0.5 million of transaction costs. Additionally, during the year ended December 31, 2013, we used $406.5 million of cash to repurchase our common stock under a $300 million repurchase program that our Board of Directors authorized in November 2011 and was completed as of August 6, 2013 and a $500 million multi-year common stock repurchase program that our Board of Directors authorized on August 6, 2013 (see "Possible Future Uses of Cash" below). On August 26, 2013, we completed a private offering of $800 million of senior notes (see "Cash Flow Activity--Cash Flow from Financing Activities" below). The net proceeds from this offering were used to fund the 2018 Notes Tender for $438.7 million, including $32.2 million in tender premium and fees, and for general corporate purposes.

The change in our net debt was as follows:

	Year Ended December 31,
	2013		2012		$ Change
	(amounts in thousands)
Current portion of debt and capital lease obligations	$	32,470	$	374,969	$	(342,499	)
Long term portion of debt and capital lease obligations	1,916,775		1,384,242		532,533
Total debt and capital lease obligations	$	1,949,245	$	1,759,211	$	190,034
Less: Cash, cash equivalents and short-term investments	478,995		974,292		(495,297		)
Net debt	$	1,470,250	$	784,919	$	685,331

The increase in net debt was primarily due to cash used for repurchases of our common stock, capital expenditures, reacquisition of the equity component of the Convertible Debentures upon retirement, debt extinguishment costs associated with the 2018 Notes Tender, debt issuance costs for the 2022 Mirror Notes, 2023 Notes and the Term Loan refinancing and capital lease additions, partially offset by cash provided by operating activities resulting from higher Modified EBITDA and net proceeds from stock option exercises.

44

The changes in our working capital and working capital ratio were as follows:

	Year Ended December 31,
	2013		2012		$ Change
	(amounts in thousands)
Current assets	$	662,824	$	1,169,319	$	(506,495	)
Current liabilities	309,296		663,139		(353,843		)
Working capital	$	353,528	$	506,180	$	(152,652	)
Working capital ratio	2.14		1.76		N/A

The decrease in working capital is primarily a result of the 2018 Notes Tender, repurchases of our common stock, capital spending, the reacquisition of the equity component of the Convertible Debentures upon retirement and the reclassification of the remaining 2018 Notes from long-term debt to current debt, somewhat offset by net proceeds from the issuance of the 2022 Mirror Notes and 2023 Notes, cash provided by operations, net proceeds from the Term Loan refinancing and net proceeds from employee stock option exercises.

Cash Flow Activity

Cash and cash equivalents were $284.4 million, $806.7 million and $353.4 million as of December 31, 2013, 2012 and 2011, respectively. In addition, we had investments of $194.6 million, $167.6 million and $131.5 million as of December 31, 2013, 2012 and 2011, respectively, which were short-term in nature and generally available to fund our operations. The changes in cash and cash equivalents during the periods presented were as follows:

	Years ended December 31,									$ Change						% Change
	2013			2012			2011			2013 vs 2012			2012 vs 2011			2013 vs 2012		2012 vs 2011
	(amounts in thousands)
Cash provided by operating activities	$	438,461		$	463,676		$	403,588		$	(25,215	)	$	60,088		(5.4	)%	14.9	%
Cash used in investing activities	(416,119		)	(373,971		)	(352,799		)	(42,148		)	(21,172		)	(11.3	)%	(6.0	)%
Cash provided by (used in) financing activities	(544,651		)	363,629			(54,317		)	(908,280		)	417,946			NM		NM
Increase (decrease) in cash and cash equivalents	$	(522,309	)	$	453,334		$	(3,528	)	$	(975,643	)	$	456,862		NM		NM

___________________

NM - Not meaningful

Cash Flow from Operating Activities

The decrease in cash provided by operating activities in 2013 compared to 2012 primarily related to changes in working capital, largely due to the timing of payments to vendors and the collection of receivables, somewhat offset by higher Modified EBITDA.

The increase in cash provided by operating activities in 2012 compared to 2011 primarily related to higher Modified EBITDA somewhat offset by changes in working capital and other non-current assets and liabilities, largely due to the timing of payments to vendors and employees and the collection of receivables.

Cash Flow from Investing Activities

The change in cash used in investing activities in 2013 compared to 2012 was primarily a result of the increase in capital expenditures and purchases of equipment in advance of installations. Cash used for capital expenditures for the year ended December 31, 2013 was $372.9 million, the majority of which was used for success-based spending (see "Capital Expenditures and Requirements" below), compared to $338.1 million for the year ended December 31, 2012.

The change in cash used in investing activities in 2012 compared to 2011 was primarily from the net increase in cash used for the purchase and sale of investments in 2012. Our balances of cash, cash equivalents and investments fluctuate over time based on our cash requirements and market interest yields. Cash used for capital expenditures for the year ended

45

December 31, 2012 was $338.1 million, the majority of which was success-based spending, compared to $340.7 million in capital expenditures for the year ended December 31, 2011.

Cash Flow from Financing Activities

Cash used in financing activities for 2013 primarily consisted of the following:

• Repurchases and settlements of conversions of Convertible Debentures of $553.2 million;

• $438.7 million for the 2018 Notes Tender (including $32.2 million of tender premium and fees);

• Repurchases of $406.5 million of our common stock; and

• Withholding taxes paid by us on behalf of employees in net share settlements of restricted stock of $20.8 million

partially offset by:

• Net proceeds of $765.8 million from the issuance of the 2022 Mirror Notes and the 2023 Notes;

• Proceeds of $64.3 million from exercises of stock options; and

• Net proceeds of $49.7 million from the Term Loan refinancing.

Cash provided by financing activities for 2012 primarily consisted of:

• $470.8 million in net proceeds from the issuance of the 2022 Notes and

• $23.4 million in proceeds from option exercises,

partially offset by:

• Prepayment of the $101.5 million tranche of the Term Loan B due January 2013;

• Repurchases of $13.4 million of our common stock; and

• Withholding taxes paid by us on behalf of employees in net share settlements of restricted stock of $10.0 million.

Our financing activities from 2011 to 2013 were comprised of the following:

• In October 2012, we completed an offering of the 2022 Notes at an offering price of 100% of the principal amount of $480 million. For a description of the significant terms of the 2022 Notes, see Note 6 to the consolidated financial statements.

• In April 2013, we refinanced our outstanding $461.8 million Term Loan due December 2016 and replaced an undrawn $80 million revolving credit facility expiring December 2014 with a new senior secured credit facility consisting of a $520 million Term Loan due April 2020 and an undrawn $100 million Revolver expiring April 2018. Interest and payments on the Term Loan and Revolver, if drawn, are as follows:

▪ Repayments of the Term Loan are due quarterly in an amount equal to 1/4 of 1% of the aggregate principal amount on the last day of each quarter commencing September 30, 2013. Interest on the Term Loan is computed based on a specified Eurodollar rate plus 2.5%. Interest is reset periodically and payable at least quarterly. Based on the Eurodollar rate in effect at December 31, 2013, the effective interest rate was 2.67%.

▪ Interest on outstanding amounts under the Revolver, if any, will be computed based on a specified Eurodollar rate plus 1.75% to 2.75% and will be reset periodically and payable quarterly. The Company is required to pay a commitment fee on the undrawn commitment amounts on a quarterly basis of 0.375% to 0.5% per annum. The new senior secured credit facility contains customary affirmative and negative covenants. Most of the Revolver covenants apply whether or not we draw on that facility. In addition, if the Revolver were drawn, certain financial maintenance covenants would apply.

• During the year ended December 31, 2013, we settled the $373.7 million principal amount of Convertible Debentures outstanding as of December 31, 2012 for $552.7 million in cash as a result of our redemptions and other repurchases and conversions by holders of the Convertible Debentures. We also used $0.5 million in cash for transaction costs associated with the retirement of the Convertible Debentures.

• In August 2013, we completed a private offering of $800 million of Senior Notes, including the 2022 Mirror Notes at an offering price of 96.250% of the principal amount and the 2023 Notes at an offering price of 100% of the principal amount. The net proceeds from the offering were used to fund the repurchase of $406.5 million principal amount of the 2018 Notes for $438.7 million and for general corporate purposes. For a description of the significant terms of the 2022 Mirror Notes and 2023 Notes, see Note 6 to the consolidated financial statements.

Approximately $23.5 million principal amount of the 2018 Notes remained outstanding as of December 31, 2013. On January 30, 2014, we notified holders of the 2018 Notes that all outstanding 2018 Notes will be redeemed on March 1, 2014 at a redemption price of 104% of the principal amount.

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Indebtedness Outstanding or Available as of December 31, 2013:

Instrument	Principal amount outstanding		Aggregate annual estimated interest payments
	(amounts in thousands)
Term Loan, Eurodollar rate + 2.5% due 2020 (1)	$	517,400	$	13,815
8% Senior Notes due 2018 (2)	23,479		313
53/8% Senior Notes due 2022 issued October 2012	480,000		25,800
53/8% Senior Notes due 2022 issued August 2013	450,000		24,188
63/8% Senior Notes due 2023	350,000		22,313
Undrawn $100 million Revolver expires 2018 (3)	—		—

___________________

⁽¹⁾  The aggregate annual estimated interest payments are based on the principal amount outstanding and the effective interest rate of 2.67% at December 31, 2013.

⁽²⁾  On January 30, 2014, we notified holders of the 2018 Notes that all outstanding notes will be redeemed on March 1, 2014. Therefore, aggregate annual estimated interest payments are based on interest through the redemption date.

⁽³⁾  Interest on outstanding amounts, if any, will be computed on a specified Eurodollar rate plus 1.75% to 2.75% and will be reset periodically. We are required to pay a commitment fee on the undrawn commitment amounts on a quarterly basis of 0.375% to 0.5% per annum.

The following diagram summarizes our corporate structure in relation to our outstanding indebtedness and credit facility, including our undrawn Revolver, as of December 31, 2013. The diagram does not depict all aspects of the ownership structure among the operating and holding entities, but rather summarizes the significant elements relative to our debt in order to provide a basic overview.

^a  TWTC and substantially all of these subsidiaries guarantee the 2018 Notes, 2022 Notes, 2022 Mirror Notes and 2023 Notes on an unsecured basis and the Revolver and the Term Loan on a secured basis.

^b The assets and equity interests of these subsidiaries are pledged to secure the Revolver and the Term Loan.

^c The Term Loan matures in April 2020. The principal amount is reduced by quarterly principal payments.

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Capital Expenditures and Requirements

For the year ended December 31, 2013, our total capital expenditures were $501.9 million, or $382.1 million excluding a capital lease commitment for our strategic market expansion of $119.8 million, compared to $343.4 million for the year ended December 31, 2012. Excluding the capital lease commitment for our strategic market expansion, the majority of capital expenditures in 2013 and 2012 were for what we deem success-based opportunities that were linked to new installations and related network capacity increases. Success-based spending generally consists of short-to-medium length capital projects, in terms of anticipated time between capital spending and return on investment, driven by customer opportunities. The increase in capital expenditures over the prior year, apart from the capital lease commitment for our strategic market expansion, primarily resulted from higher success-based spending for building entries and an increase in investments to support our growth initiatives, including new service development, automation and strategic network expansions to extend our reach. We expect to accept the fiber from the capital lease commitments for our strategic market expansion and launch our new markets throughout 2014.

In each of the years ended 2005 through 2013, over 75% of our total annual capital expenditures, excluding capital expenditures for integration and branding and a capital lease commitment for our strategic market expansion, were for what we deem success-based opportunities. This includes costs to connect to new customer locations with our fiber network and increase capacity in our network, IP backbone enhancements, collocation facility expansion and central office infrastructure to serve growing customer demands. These types of expenditures often fluctuate as our volume of sales and service installations increases or decreases.

For 2014, we expect capital expenditures of approximately $440 million to $460 million (see “Future Sources of Cash” below for discussion of anticipated funding sources), the majority of which we expect to be related to success-based opportunities. Our anticipated capital expenditures include approximately $50 million of capital expenditures to integrate and connect the strategic market expansion into our national network and operating infrastructure. Also, included in expected capital expenditures are amounts we must spend to replace older network components, especially electronics, that we expect will continue to grow over time. We expect quarterly fluctuations in our capital spending due to the timing of large projects and other external factors such as customer readiness, permitting and weather.

Future Sources of Cash

Based on current assumptions, we expect to generate sufficient cash from operations along with available cash on hand (including cash equivalents and investments) and borrowing capacity under our undrawn Revolver to provide sufficient funds to meet our expected capital expenditure and liquidity needs to operate our business and service our debt for the foreseeable future. However, if our assumptions prove incorrect or if there are other factors that negatively affect our cash position such as material unanticipated losses, a significant reduction in demand for our services, an acceleration of customer disconnections, or other adverse factors, or if we make acquisitions, enter into joint ventures or repurchase additional shares of our common stock, we may need to seek additional sources of funds through financing or other means. There is no assurance that other sources of financing on acceptable terms will be available in the future. Other risks, such as a rating downgrade on our debt or adverse debt market conditions, could further impact our potential access to or the cost of financing sources.

Our ability to draw upon the available commitments under our Revolver is subject to compliance with all of the covenants contained in the credit agreement and our continued ability to make certain representations and warranties. In the case of the Revolver, the covenants include financial maintenance covenants, such as leverage and interest coverage ratios and limitations on capital expenditures that are primarily derived from Modified EBITDA and debt levels. We are required to comply with these ratios as a condition to any borrowing under the Revolver and for as long as any loans are outstanding under the Revolver. The representations and warranties include the absence of liens on our properties other than certain permitted liens, the absence of litigation or other developments that have or could reasonably be expected to have a material adverse effect on us and our subsidiaries as a whole, and continued effectiveness of the documents granting security for the loans.

A lack of revenue growth or an inability to control costs could negatively impact Modified EBITDA and cause our failure to meet the required minimum ratios under the Revolver if we have loans outstanding under the Revolver or wish to draw on it. Although we currently believe that we will continue to be in compliance with the covenants, various factors, including deterioration of the economy, increased competition and pricing pressure and loss of revenue from significant customers, an acceleration of customer disconnections, a significant reduction in demand for our products without adequate reductions in capital expenditures and operating expenses or an uninsured catastrophic loss of physical assets or other risk factors could cause us to fail to meet our covenants. If our revenue growth is not sufficient to sustain the Modified EBITDA performance required to meet the debt covenants described above, and we have loans outstanding under the Revolver or wish to draw on it, we would have to consider cost cutting or other measures to maintain required Modified EBITDA levels or to enhance liquidity.

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The Revolver, Term Loan, 2022 Notes, 2022 Mirror Notes and 2023 Notes (the "Revolver and Long-Term Debt Obligations") limit our ability to declare cash dividends, repurchase shares, incur indebtedness, incur liens on property and undertake acquisitions, among other things. The agreements governing the Revolver and Long-Term Debt Obligations also include cross-default provisions under which we are deemed to be in default if we default under any of the other material outstanding obligations. If we are in default under any of the covenants under the Term Loan and Revolver, we also could potentially be subject to an acceleration of the repayment date of the Term Loan and the Revolver if we have borrowed under that facility. Covenant defaults under the credit agreement for the Revolver and Term Loan also may constitute an event of default under the indenture for the Senior Notes. In addition, the lenders under the Revolver may require prepayment of outstanding revolving loans if a change of control and ratings decline occurs as defined in the credit agreement. We are required to offer to prepay the Senior Notes and the Term Loan on an individual basis if a change of control and a debt rating decline occur, as defined in the indenture for the Senior Notes and the Term Loan agreement. If we do not comply with the covenants under the Revolver, we would not be able to draw funds under the Revolver, outstanding revolving loans could be accelerated or the lenders could cancel the Revolver unless the respective lenders agree to further modify the covenants. As of December 31, 2013, we were in compliance with all of our debt covenants.

Possible Future Uses of Cash

In order to mitigate potential variability in interest rates, reduce future cash interest payments, reduce principal amounts outstanding or reduce our leverage, we or our affiliates may, from time to time, enter into interest rate derivatives, or purchase or redeem our outstanding Senior Notes for cash in the open market or privately negotiated transactions, or engage in other transactions to reduce the principal amount of outstanding Senior Notes. As of December 31, 2013, we had not entered into any interest rate derivative transactions. Under the terms of our Revolver, which is more restrictive than our Term Loan and the indentures for the Senior Notes, we currently may repurchase a portion of our outstanding Senior Notes if the sum of our cash and equivalents and availability under our Revolver is a minimum of $200 million after giving effect to the repurchase, we do not use the Revolver proceeds for this purpose and we meet certain other conditions.

In November 2011, our Board of Directors authorized a multi-year repurchase program for up to $300 million of our common stock, of which approximately $278.0 million was repurchased during 2013, completing the $300 million share repurchase program. In August 2013, our Board of Directors authorized a new $500 million multi-year common stock repurchase program, of which approximately $137.5 million was repurchased as of December 31, 2013. Total purchases under both programs were $415.5 million for the year ended December 31, 2013. The $500 million repurchase authorization does not have an expiration date, but can be withdrawn by the Board at any time. Our Revolver, as amended in August 2013, permits repurchases of our common stock, or restricted payments, up to $500 million from August 9, 2013 to December 31, 2014, and thereafter $250 million annually in the aggregate if after the transaction the sum of our cash and cash equivalents and availability under our Revolver is a minimum of $200 million, we have not used that basket for other permissible purposes, including dividend payments, and we meet certain other conditions. Up to $200 million of the restricted payments capacity not used through December 31, 2014 may be carried over to the fiscal year ending December 31, 2015. For the fiscal years ending December 31, 2015 and thereafter, up to $100 million of unused restricted payments capacity may be carried over to the next subsequent fiscal year. The test under the Revolver is more restrictive than our other debt agreements. At December 31, 2013, we had repurchased $137.5 million of our common stock of the maximum $500 million permissible under our Revolver covenants through December 31, 2014. We do not anticipate that the planned spending for our market expansion (see "Overview" above) will limit our ability to execute our common stock repurchase program.

We plan to evaluate additional repurchases of shares of our common stock in public or private transactions under the $500 million authorization described above based on market conditions and other considerations or may consider paying dividends to the extent permitted by our debt covenants. We may also consider merger and acquisition opportunities or other strategic transactions that could impact our cash usage. Additionally, we may increase our leverage for these purposes. We will evaluate any such transactions in light of market conditions, taking into account our liquidity and prospects for access to capital, benefits to us of any such transaction and contractual constraints. We generally expect to maintain approximately $300 million in cash, cash equivalents and short-term investments in order to provide ongoing liquidity and flexibility for other operating and strategic initiatives. The actual balance of cash, cash equivalents and short-term investments will depend on the timing of collections, payments, our business operations in general and any financing activities we may undertake and is likely to fluctuate from quarter to quarter.

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Risk Management

As of December 31, 2013, our cash, cash equivalents and short-term investments were held in financial institutions, U.S. Treasury money market mutual funds, commercial paper and debt securities issued by the U.S. Treasury and other U.S. government agencies. Although we actively monitor the depository institutions, credit quality of the U.S. government and its entities and the performance and quality of our investments and the mutual funds that hold our cash and cash equivalents, we are exposed to risks resulting from deterioration in the financial condition of the U.S. government and its entities, deterioration in the financial condition or failure of financial institutions holding our cash deposits, decisions of our investment advisors and the investment managers of the money market funds and defaults in securities underlying the funds and investments. We prioritize safety over investment return in choosing the investment vehicles for cash, cash equivalents and investments and have diversified these investments to the extent practical in an effort to minimize our exposure to any one investment vehicle or financial institution. We may change the nature of our cash, cash equivalent and short-term investments as market conditions change.

Off-Balance Sheet Arrangements

As of December 31, 2013, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Contractual Obligations

The following table summarizes our contractual obligations and long-term commitments as of December 31, 2013, including commitments pursuant to debt agreements, lease obligations, fixed maintenance contracts and other purchase obligations.

			For the years ending December 31,
Contractual Obligations	Total		2014		2015 - 2016		2017 - 2018		Thereafter
	(amounts in thousands)
Principal payments on long-term debt (1)	$	1,820,879	$	28,679	$	10,400	$	10,400	$	1,771,400
Interest payments on long-term debt (1) (2)	759,831		87,614		172,355		171,496		328,366
Capital lease obligations including interest (3)	259,289		10,517		20,113		21,317		207,342
Operating lease obligations	359,509		55,192		92,133		73,195		138,989
Fixed maintenance obligations	87,666		4,380		10,484		10,484		62,318
Purchase obligations
Purchase orders (4)	70,312		70,312		—		—		—
Network costs (5)	267,664		90,193		112,741		43,098		21,632
Total	$	3,625,150	$	346,887	$	418,226	$	329,990	$	2,530,047

___________________

⁽¹⁾  In January 2014, we notified holders of the 2018 Notes that all outstanding notes will be redeemed on March 1, 2014. Therefore, the maturity date of the 2018 Notes is reflected in 2014 and interest payments are based on interest through the redemption date.

⁽²⁾  Interest payments on the Term Loan are calculated using the rate in effect as of December 31, 2013.

⁽³⁾  Includes amounts representing interest of $112.2 million.

⁽⁴⁾  Includes outstanding purchase orders initiated in the ordinary course of business for operating and capital expenditures.

⁽⁵⁾  Includes services purchased from other carriers to transport a portion of our traffic to the end-user, to interconnect with the ILECs, to lease our IP backbone, or to provide other ancillary services under contracts that can vary from month-to-month up to 60 months. Some services are purchased under volume plans that require us to maintain certain commitment levels to obtain favorable pricing. Some services are purchased under contracts that are subject to contract termination costs or penalties if services are disconnected before the end of the term.

Effects of Inflation

Historically, inflation has not had a material effect on us.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our interest income is sensitive to changes in the general level of interest rates. In this regard, changes in interest rates can affect the interest earned on our cash, cash equivalents and short-term investments. Based on our cash, cash equivalents and short-term investments of approximately $479.0 million at December 31, 2013, a one percent increase in the interest rate would change our annual interest earned by $4.8 million. At December 31, 2013, investments included in cash, cash equivalents and short-term investments were primarily comprised of U.S. Treasury money market mutual funds, commercial paper and debt securities issued by the U.S. Treasury and government agencies. We prioritize safety over investment return in choosing the investment vehicles for cash, cash equivalents and short-term investments, and have diversified these investments to the extent practical in an effort to minimize our exposure to any one investment vehicle or financial institution. We may change the nature of our cash, cash equivalents and short-term investments as market conditions change.

We have fixed and variable rate debt. Our exposure to variable rate debt is from changes in the Eurodollar rate as interest on the Term Loan varies based on a specified Eurodollar rate. Variable rate debt instruments represented approximately 28% and 27% of our total debt at December 31, 2013 and 2012, respectively. As of December 31, 2013, based on the $517.4 million outstanding balance on the Term Loan, a one percent change in the applicable rate would change the annual amount of interest we pay by $5.2 million.

At December 31, 2013, the fair values of our Term Loan, 2018 Notes, 2022 Notes, 2022 Mirror Notes and 2023 Notes were $520.0 million, $24.6 million, $474.0 million, $444.4 million and $364.0 million, respectively, as compared to carrying values of $515.1 million, $23.4 million, $480.0 million, $433.7 million and $350.0 million, respectively. These notes and debentures are not listed on any securities exchange or inter-dealer automated quotation systems and we have estimated the market value based on indicative pricing published by certain investment banks or trading levels in our long-term debt.

Item 8. Financial Statements and Supplementary Data

See “Index to Consolidated Financial Statements” on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of December 31, 2013. Management recognizes that any disclosure controls and procedures no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2013 our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal ControlOver Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934. Our internal control structure is designed to provide reasonable assurance to our management and the Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements prepared for external purposes in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2013 using the criteria set forth in Internal Control-Integrated Framework (1992) by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that our assessment provides reasonable assurance that, as of December 31, 2013, our internal control over financial reporting was effective.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on our internal control over financial reporting as of December 31, 2013.

Item 9B. Other Information

None

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of tw telecom inc.

We have audited tw telecom inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). tw telecom inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, tw telecom inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of tw telecom inc. as of December 31, 2013 and 2012 and the related consolidated statements of operations, comprehensive income, cash flows and changes in stockholders' equity for each of the three years in the period ended December 31, 2013 of tw telecom inc. and our report dated February 14, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Denver, Colorado

February 14, 2014

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information with respect to directors, executive officers, Section 16(a) Beneficial Ownership Reporting Compliance, material changes to procedures by which security holders may recommend nominees to the board of directors, and audit committee and financial experts required by this item will appear in our definitive proxy statement for the 2014 Annual Meeting of Stockholders, to be filed with the SEC no later than April 30, 2014 (the “Proxy Statement”) pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934. The relevant portions of the Proxy Statement are incorporated by reference.

Code of Ethics

We have adopted a Code of Ethics for directors and officers (including our principal executive officer, principal financial officer, chief accounting officer, controller and treasurer) which is available at our website at www.twtelecom.com under “Investors.” Stockholders also may request a free copy of the Code of Ethics from:

tw telecom inc.

Attn: Legal Department

10475 Park Meadows Drive

Littleton, CO 80124

Item 11. Executive Compensation

The executive compensation information required by this item will appear in our Proxy Statement. The relevant portion of our Proxy Statement is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information regarding beneficial ownership and securities authorized for issuance under equity compensation plans required by this item will appear in our Proxy Statement. The relevant portions of the Proxy Statement are incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information regarding certain relationships, related transactions and director independence required by this item will appear in our Proxy Statement. The relevant portions of the Proxy Statement are incorporated by reference.

Item 14. Principal Accountant Fees and Services

Information regarding our principal auditor fees and services required by this item will appear in our Proxy Statement. The relevant portions of the Proxy Statement are incorporated by reference.

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GLOSSARY

Access Charges. The fees paid by long distance carriers for the local connections between the long distance carriers’ networks and the long distance carriers’ customers.

Central Offices. A telecommunications center where switches and other telecommunications facilities are housed. CLECs may connect with ILEC networks either at this location or through a remote location.

Collaboration. An application, platform or device which generally leverages verbal, video media (e.g., telepresence, multimedia web conferencing) and data or presentation files which are designed to help people with a common task achieve a business objective. Collaboration usually involves network services including voice conferencing, video conferencing, local, metro or wide area data networks and the Internet.

Collocation. The ability of a telecommunications carrier to interconnect its network to the ILEC’s network by extending its facilities to the ILEC’s central office. Collocation with an ILEC can be physical where the interconnecting carrier places its network equipment within the ILEC’s central offices or virtual where the ILEC permits a carrier to interconnect its network to the ILEC’s network in a manner which is technically, operationally, and economically comparable to physical collocation, but without physically locating equipment within the central offices. Telecommunication carriers also allow customers to interconnect with their networks by placing equipment in space adjacent to the carrier’s central office.

CLEC (Competitive Local Exchange Carrier). A company that provides local exchange services, including dedicated service, in competition with the ILEC.

Cloud Computing. An approach to computing that enables rapidly deployed, on-demand network access to a shared pool of computing resources, including networks, servers, storage, applications and services, generally on a pay-per-use basis.

Converged Services. A service offering that fully integrates any combination of communications services including IP VPN, voice, Internet, data, security and managed router service into a single managed IP solution.

Dedicated. Telecommunications lines dedicated to, or reserved for use by, a particular customer along predetermined routes (in contrast to links which are temporarily established).

Dedicated Transmission. The sending of electronic signals carrying information over a Dedicated Transport facility.

Dedicated Transport. A non-switched point-to-point telecommunications facility leased from a telecommunications provider by an end-user and used exclusively by that end-user.

Digital. A means of storing, processing and transmitting information by using distinct electronic or optical pulses that represent the binary digits 0 and 1. Digital transmission and switching technologies use a sequence of these pulses to represent information as opposed to the continuously variable analog signal. The precise digital numbers preclude distortion (such as graininess or snow in the case of video transmission, or static or other background distortion in the case of audio transmission).

DS-0, DS-1, DS-3. Standard North American telecommunications industry digital signal formats, which are distinguishable by bit rate (the number of binary digits (0 and 1) transmitted per second). DS-0 service has a bit rate of 64 kilobits per second. DS-1 service has a bit rate of 1.544 megabits per second and DS-3 service has a bit rate of 44.736 megabits per second. A DS-0 can transmit a single uncompressed voice conversation.

Ethernet. A network configuration in which data is separated into “frames” for transmission. Ethernet equipment scans the network to find the least-congested route for frames to travel from Point A to Point B, thus resulting in greater speed and fewer errors in frame transmission.

Fiber Optics. Fiber optic technology involves sending laser light pulses across glass strands in order to transmit digital information. Fiber optic cable is the medium of choice for the telecommunications and cable industries. Fiber is immune to electrical interference and environmental factors that affect copper wiring and satellite transmission.

Gbps (Gigabits per second). One billion bits of information. The information-carrying capacity (i.e., bandwidth) of a circuit may be measured in “billions of bits per second.”

Hub. Collocation centers located centrally in an area where telecommunications traffic can be aggregated for transport and distribution.

Hybrid Cloud. A Cloud Computing environment that combines private and public clouds, integrating the efficiency of the Public Cloud with the increased security of the Private Cloud.

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ILECs (Incumbent Local Exchange Carriers). The local phone companies, including regional bell operating companies and independent operating companies (such as Cincinnati Bell), which provide local exchange services.

Intelligent Network. Developing network capabilities that provide our customers end-to-end visibility to the performance of certain services we provide and which we plan to enable customers to control flexible amounts of bandwidth and prioritization of their applications through our customer portal or application program interfaces.

Internet. The name used to describe the global open network of computers that permits a person with access to the Internet to exchange information with any other computer connected to the network.

Internet Protocol (IP). The method or protocol by which data is sent from one computer or network to another on the Internet. Each computer or network has at least one IP address that uniquely identifies it from all other computers and networks that are connected to the Internet.

IXC (Interexchange Carrier). A long distance carrier.

LATA (Local Access and Transport Area). The geographical areas within which a local telephone company may offer telecommunications services, as defined in the divestiture order known as the Modified Final Judgment unless and until refined by the FCC pursuant to the Telecommunications Act of 1996.

LEC (Local Exchange Carrier). A telecommunications company that provides local telephone service in a geographic area. LECs included both ILECs and CLECs.

Local Exchange. A geographic area defined by the appropriate state regulatory authority in which telephone calls generally are transmitted without toll charges to the calling or called party.

Local Exchange Service/Local Exchange Telephone Service. Basic local telephone service, including the provision of telephone numbers, dial tone and calling within the local exchange area.

Long Distance Carriers (Interexchange Carriers or IXC). Long distance carriers providing services between LATAs, on an interstate or intrastate basis. A long distance carrier may be facilities-based or offer service by reselling the services of a facilities-based carrier.

Managed Service. Those services delivered by us where the interface provided to the customer requires no further protocol conversion and we monitor and manage the equipment providing the service and control the network administration.

Mbps (Megabits per second). Megabit means one million bits of information. The information carrying capacity (i.e., bandwidth) of a circuit may be measured in “millions of bits per second.”

Multiplexing. An electronic or optical process that combines a number of lower speed transmission signals into one higher speed signal. There are various techniques for multiplexing, including frequency division (splitting the total available frequency bandwidth into smaller frequency slices), time division (slicing a channel into timeslots and placing each signal into its assigned timeslot), and statistical (wherein multiplexed signals share the same channel and each transmits only when it has data to send).

NLAN (Native Local Area Network). Interconnection of computers for the purpose of sharing files that does not require protocol conversion between the networks.

Node. A point of connection into a fiber optic network.

OC-n. Optical carrier levels ranging from OC-1 (51.84 Mbps) to OC-192 (9.9 Gbps).

POPs (Points of Presence). Locations where an IXC has installed transmission equipment in a service area that serves as, or relays telephone calls to, a network switching center of the same IXC.

Private Cloud. A Cloud Computing environment hosted by an enterprise, third-party data center or cloud services provider, which supports secure connectivity dedicated to a single customer over a private network.

Private Line. A private, dedicated telecommunications link between different customer locations (excluding IXC POPs).

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PSTN (Public Switched Telephone Network). The switched network available to all users generally on a shared basis (i.e., not dedicated to a particular user). The local exchange telephone service networks operated by ILECs are the largest and often the only public switched networks in a given locality.

Public Cloud. A Cloud Computing environment hosted by a cloud services provider, whereby multiple customers can access a pool of resources either through the Internet or a private connection.

Reciprocal Compensation. An arrangement in which two local exchange carriers agree to terminate traffic originating on each other’s networks in exchange for a negotiated level of compensation.

Redundant Electronics. A telecommunications facility that uses two separate electronic devices to transmit a telecommunications signal so that if one device malfunctions, the signal may continue without interruption.

Route Mile. The number of miles along which fiber optic cables are installed.

SONET (Synchronous Optical Network). A set of standards for optical communications transmission systems that define the optical rates and formats, signal characteristics, performance, management and maintenance information to be embedded within the signals and the multiplexing techniques to be employed in optical communications transmission systems. SONET facilitates the interoperability of dissimilar vendor's equipment. SONET benefits business customers by minimizing the equipment necessary for various telecommunications applications and supports networking diagnostic and maintenance features.

Special Access Services. The lease of private, dedicated telecommunications lines or circuits on an ILEC’s or a CLECs’ network, which run to or from another carrier’s POPs. Special access services do not require the use of switches. Examples of special access services are telecommunications circuits running between POPs of a single carrier, from one carrier’s POP to another carrier’s POP or from an end-user to a carrier’s POP.

Switch. A mechanical or electronic device that opens or closes circuits or selects the paths or circuits to be used for the transmission of information. Switching is a process of linking different circuits to create a temporary transmission path between users. Within this document, switches generally refer to voice grade telecommunications switches unless specifically stated otherwise.

Switched Access Services. The connection between an IXC’s POP and an end-user’s premises through the switching facilities of a local exchange carrier.

Switched Services. Telecommunications services that support the connection of one calling party with another calling party via use of a telephone switch (i.e., an electronic device that opens or closes circuits, completes or breaks an electrical path or selects paths or circuits).

TDM (Time Division Multiplexing). A type of multiplexing that combines data streams by assigning each stream a different time slot in a set. TDM repeatedly transmits a fixed sequence of time slots over a single transmission channel.

Value Added Resellers. Companies that add features or services to an existing product, then resell it (usually to end-users) as an integrated product or “turn-key” solution. For example, the value added can come from professional services such as integrating, customizing, consulting, training and implementation or by developing a specific application for the product designed for the customer’s needs which is then resold as a combined product or service.

VoIP (Voice over Internet Protocol). The technology used to transmit voice conversations over a data network using the Internet Protocol.

VPN (Virtual Private Network). A private network that operates securely within a public network (such as the Internet) by means of encrypting transmissions.

57

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) (1), (2) The Financial Statements and Schedule II—Valuation and Qualifying Accounts listed on the index on page F-1 following are included herein. All other schedules are omitted, either because they are not applicable or because the required information is shown in the financial statements or the notes thereto.

(3) Exhibits: The Exhibit Index at the end of this report lists the exhibits filed with this report or incorporated herein by reference.

58

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 14, 2014.

tw telecom inc.
By:	/s/     MARK A. PETERS
	Mark A. Peters
	Executive Vice President and
	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
(i) Principal Executive Officer
/s/    LARISSA L. HERDA	Chairman and Chief Executive Officer	February 14, 2014
Larissa L. Herda
(ii) Principal Financial Officer
/s/    MARK A. PETERS	Executive Vice President and Chief Financial Officer	February 14, 2014
Mark A. Peters
(iii) Principal Accounting Officer
/s/    JILL R. STUART	Senior Vice President, Accounting and Finance and Chief Accounting Officer	February 14, 2014
Jill R. Stuart
(iv) Directors
/s/    GREGORY J. ATTORRI	Director	February 14, 2014
Gregory J. Attorri
/s/    SPENCER B. HAYS	Director	February 14, 2014
Spencer B. Hays
/s/    LARISSA L. HERDA	Director	February 14, 2014
Larissa L. Herda
/s/    KEVIN W. MOONEY	Director	February 14, 2014
Kevin W. Mooney
/s/    KIRBY G. PICKLE	Director	February 14, 2014
Kirby G. Pickle
/s/    ROSCOE C. YOUNG, II	Director	February 14, 2014
Roscoe C. Young, II

59

tw telecom inc.

Index to Consolidated Financial Statements

	PAGE
Audited Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at December 31, 2013 and 2012	F-3
Consolidated Statements of Operations for each of the years in the three year period ended December  31, 2013	F-4
Consolidated Statements of Comprehensive Income for each of the years in the three year period ended December 31, 2013	F-5
Consolidated Statements of Cash Flows for each of the years in the three year period ended December  31, 2013	F-6
Consolidated Statements of Changes in Stockholders’ Equity for each of the years in the three year period ended December 31, 2013	F-7
Notes to Consolidated Financial Statements	F-8
Schedule II—Valuation and Qualifying Accounts	F-38

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of tw telecom inc.

We have audited the accompanying consolidated balance sheets of tw telecom inc. (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed at page F-1. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), tw telecom inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission(1992 framework) and our report dated February 14, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Denver, Colorado

February 14, 2014

F-2

tw telecom inc.

CONSOLIDATED BALANCE SHEETS

December 31, 2013 and 2012

	2013			2012
	(amounts in thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	284,419		$	806,728
Investments	194,576			167,564
Receivables, less allowances of $6,748 and $7,067, respectively	107,258			99,703
Prepaid expenses and other current assets	22,545			19,164
Deferred income taxes	54,026			76,160
Total current assets	662,824			1,169,319
Property, plant and equipment	4,675,335			4,247,868
Less accumulated depreciation	(2,980,379		)	(2,755,622		)
	1,694,956			1,492,246
Deferred income taxes	96,087			101,885
Goodwill	412,694			412,694
Intangible assets, net of accumulated amortization	11,555			17,578
Other assets, net	44,344			30,015
Total assets	$	2,922,460		$	3,223,737
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	38,454		$	55,857
Deferred revenue	48,371			45,471
Accrued taxes, franchise and other fees	55,043			60,844
Accrued interest	21,606			20,343
Accrued payroll and benefits	52,604			45,727
Accrued carrier costs	25,507			30,765
Current portion debt and capital lease obligations, net	32,470			374,969
Other current liabilities	35,241			29,163
Total current liabilities	309,296			663,139
Long-term debt and capital lease obligations, net	1,916,775			1,384,242
Long-term deferred revenue	20,046			23,177
Other long-term liabilities	40,274			41,240
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value, 20,000 shares authorized, no shares issued and outstanding	—			—
Common stock, $0.01 par value, 439,800 shares authorized, 153,760 and 151,953 shares issued, respectively	1,538			1,520
Additional paid-in capital	1,701,356			1,843,126
Treasury stock, 12,593 and 556 shares, at cost, respectively	(357,974		)	(10,979		)
Accumulated deficit	(708,979		)	(721,793		)
Accumulated other comprehensive income	128			65
Total stockholders’ equity	636,069			1,111,939
Total liabilities and stockholders’ equity	$	2,922,460		$	3,223,737

See accompanying notes to the consolidated financial statements.

F-3

tw telecom inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2013, 2012 and 2011

	2013			2012			2011
	(amounts in thousands, except per share amounts)
Revenue:
Data and Internet services	$	851,297		$	746,297		$	646,682
Voice services	373,666			363,743			338,655
Network services	308,818			330,088			350,709
Intercarrier compensation	30,120			30,127			30,845
Total revenue	1,563,901			1,470,255			1,366,891
Costs and expenses (a):
Operating (exclusive of depreciation, amortization and accretion shown separately below)	658,080			617,553			571,461
Selling, general and administrative	392,132			341,423			325,538
Depreciation, amortization and accretion	308,768			284,292			283,329
Total costs and expenses	1,358,980			1,243,268			1,180,328
Operating income	204,921			226,987			186,563
Interest expense	(96,136		)	(93,757		)	(87,718		)
Debt extinguishment costs	(39,314		)	(77		)	—
Interest income	692			793			545
Income before income taxes	70,163			133,946			99,390
Income tax expense	33,705			57,058			41,479
Net income	$	36,458		$	76,888		$	57,911
Earnings per share:
Basic	$	0.25		$	0.51		$	0.39
Diluted	$	0.24		$	0.50		$	0.38
Weighted average shares outstanding:
Basic	144,920			147,675			147,247
Diluted	146,480			150,059			149,349

^(a)    Includes non-cash stock-based employee compensation expense (Note 1):

Operating	$	2,178	$	1,904	$	2,327
Selling, general and administrative	$	36,654	$	27,396	$	25,490

See accompanying notes to the consolidated financial statements.

F-4

tw telecom inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2013, 2012 and 2011

	2013		2012		2011
	(amounts in thousands)
Net income	$	36,458	$	76,888	$	57,911
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities, net of tax	—		—		1,816
Unrealized gain on available for sale securities, net of tax	63		46		32
Other comprehensive income, net of tax	63		46		1,848
Comprehensive income	$	36,521	$	76,934	$	59,759

See accompanying notes to the consolidated financial statements.

F-5

tw telecom inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2013, 2012 and 2011

	2013			2012			2011
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	36,458		$	76,888		$	57,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	308,768			284,292			283,329
Deferred income taxes	30,738			48,559			35,756
Stock-based compensation	38,832			29,300			27,817
Loss on debt extinguishment	39,314			77			—
Discount on debt, amortization of deferred debt issue costs and other	10,727			25,469			23,388
Changes in operating assets and liabilities:
Accounts receivable, net	(7,555		)	(3,521		)	(14,584		)
Prepaid expenses and other current and noncurrent assets	(1,558		)	1,498			(7,627		)
Accounts payable	(11,099		)	(429		)	(6,338		)
Accrued interest	1,197			6,393			(1,261		)
Accrued payroll and benefits	7,001			1,469			2,566
Deferred revenue, current and noncurrent	(231		)	4,099			11,797
Other current and noncurrent liabilities	(14,131		)	(10,418		)	(9,166		)
Net cash provided by operating activities	438,461			463,676			403,588
Cash flows from investing activities:
Capital expenditures	(372,868		)	(338,118		)	(340,731		)
Purchases of investments	(312,526		)	(243,048		)	(223,638		)
Proceeds from sale of investments	283,845			204,629			208,340
Equipment purchases in advance of installation and other, net	(14,570		)	2,566			3,230
Net cash used in investing activities	(416,119		)	(373,971		)	(352,799		)
Cash flows from financing activities:
Proceeds from issuance of common stock upon exercise of stock options	64,325			23,424			16,973
Taxes paid related to net share settlement of equity awards	(20,830		)	(9,962		)	(7,007		)
Purchases of treasury stock	(406,514		)	(13,409		)	(58,562		)
Excess tax benefits from stock-based compensation	692			1,213			1,385
Proceeds from modification of debt, net of financing costs	49,684			—			—
Retirement of debt obligations	(991,978		)	(101,518		)	—
Proceeds from issuance of debt, net of financing costs	765,800			470,796			—
Payment of debt and capital lease obligations	(5,830		)	(6,915		)	(7,106		)
Net cash provided by (used in) financing activities	(544,651		)	363,629			(54,317		)
Increase (decrease) in cash and cash equivalents	(522,309		)	453,334			(3,528		)
Cash and cash equivalents at beginning of period	806,728			353,394			356,922
Cash and cash equivalents at end of period	$	284,419		$	806,728		$	353,394
Supplemental disclosures of cash flow information:
Cash paid for interest	$	85,209		$	63,082		$	67,566
Cash paid for debt extinguishment costs	$	32,662		$	—		$	—
Cash paid for income taxes, net of refunds	$	4,634		$	7,801		$	3,231
Non-cash investing & financing activities:
Addition of capital lease obligation	$	129,019		$	5,307		$	2,000

See accompanying notes to the consolidated financial statements.

F-6

tw telecom inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

Years Ended December 31, 2013, 2012 and 2011

	Common Stock			Treasury Stock					Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total stockholders’ equity
	Shares	Amount		Shares		Amount
	(amounts in thousands)
Balance at December 31, 2010	151,953	$	1,520	(2,707	)	$	(45,821	)	$	1,802,946		$	(790,175	)	$	(1,829	)	$	966,641
Net income	—	—		—		—			—			57,911			—			57,911
Other comprehensive income, net of tax	—	—		—		—			—			—			1,848			1,848
Excess tax benefits (shortfalls) from stock-based compensation, net	—	—		—		—			100			—			—			100
Purchases of treasury stock	—	—		(3,172	)	(58,562		)	—			—			—			(58,562		)
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards	—	—		1,458		25,527			(7,901		)	(7,660		)	—			9,966
Stock-based compensation	—	—		1,512		25,700			28,711			(26,594		)	—			27,817
Balance at December 31, 2011	151,953	1,520		(2,909	)	(53,156		)	1,823,856			(766,518		)	19			1,005,721
Net income	—	—		—		—			—			76,888			—			76,888
Other comprehensive income, net of tax	—	—		—		—			—			—			46			46
Excess tax benefits (shortfalls) from stock-based compensation, net	—	—		—		—			(69		)	—			—			(69		)
Purchases of treasury stock	—	—		(596	)	(13,409		)	—			—			—			(13,409		)
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards	—	—		1,768		32,503			(12,616		)	(6,425		)	—			13,462
Stock-based compensation	—	—		1,181		23,083			31,955			(25,738		)	—			29,300
Balance at December 31, 2012	151,953	1,520		(556	)	(10,979		)	1,843,126			(721,793		)	65			1,111,939
Net income	—	—		—		—			—			36,458			—			36,458
Other comprehensive income, net of tax	—	—		—		—			—			—			63			63
Reacquisition of the equity component of convertible debentures	—	—		—		—			(179,195		)	—			—			(179,195		)
Purchases of treasury stock	—	—		(14,784	)	(415,523		)	—			—			—			(415,523		)
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards	1,309	13		2,531		65,787			(5,401		)	(16,904		)	—			43,495
Stock-based compensation	498	5		216		2,741			42,826			(6,740		)	—			38,832
Balance at December 31, 2013	153,760	$	1,538	(12,593	)	$	(357,974	)	$	1,701,356		$	(708,979	)	$	128		$	636,069

See accompanying notes to the consolidated financial statements.

F-7

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Description of Business and Capital Structure

tw telecom inc. (the “Company”), a Delaware corporation, is a leading national provider of managed network services, specializing in business Ethernet, data networking, converged, IP based virtual private network or "IP VPN", Internet access, voice, including voice over Internet Protocol or "VoIP", and network security services to enterprise organizations, including public sector entities, and carriers throughout the United States, including their global locations.

The Company has one class of common stock outstanding with one vote per share. The Company also is authorized to issue shares of preferred stock. The Company’s Board of Directors has the authority to establish voting powers, preferences and special rights for the preferred stock. No shares of preferred stock have been issued.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and all entities in which the Company has a controlling voting interest (“subsidiaries”). Significant intercompany accounts and transactions have been eliminated.

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Areas that require significant management judgments include income and other taxes, revenue and receivables, stock-based compensation, long-lived assets, regulatory fees, asset retirement obligations, evaluation of impairment of goodwill and long-lived assets, and carrier liabilities.

Segment Reporting

Because its business is centrally managed, the Company operates in one segment across the United States.

Cash Equivalents and Investments

The Company considers all highly liquid debt instruments with an original maturity of three months or less, when purchased, to be cash equivalents. The appropriate classification of securities is determined at the time of purchase and is reevaluated as of the end of each period. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity and are carried at amortized cost. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income or loss. Gains and losses on investments are calculated using the specific identification method and are recognized during the period the investment is sold. See Note 3 for further information.

At December 31, 2013 and 2012, the Company had restricted funds held at financial institutions of $1.4 million and $1.3 million, respectively. These amounts were included in other current assets and are restricted because they primarily secure outstanding surety bonds.

Receivables

The Company generally bills in advance for the majority of the services it provides and does not require significant collateral from its customers. The Company evaluates whether receivables are reasonably assured of collection by evaluation of certain factors, including ongoing credit evaluations of significant customers’ financial condition, and provides an allowance for doubtful accounts based on the expected collectability of all receivables. The allowance for doubtful accounts was $6.7 million, or 6% of gross receivables, at December 31, 2013, and $7.1 million, or 7% of gross receivables, at December 31, 2012.

F-8

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property, Plant and Equipment

Property, plant and equipment are recorded at cost except for assets acquired through acquisition of businesses, which are recorded at fair value. Construction costs, labor and applicable overhead related to the development, installation and expansion of the Company’s network, and interest costs related to construction are capitalized. Capitalized labor and applicable overhead were $81.3 million, $75.3 million and $71.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. Capitalized interest was $1.1 million, $1.3 million and $2.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. Repairs and maintenance costs are charged to expense when incurred. The Company disposes of assets that are no longer in use. Losses on such disposals are included as a component of depreciation expense and were $1.6 million, $1.1 million and $1.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The Company licenses the right to use fiber optic capacity from Time Warner Cable, Inc. in 16 markets, Comcast Corporation (as successor to Time Warner Cable) in three markets and an affiliate of Bright House Networks, LLC in four markets. The Company pays and records as a component of property, plant and equipment its allocable share of the cost of fiber and construction incurred by Time Warner Cable, Inc., Comcast Corporation and the Bright House Networks, LLC affiliate on routes where the parties jointly constructed fiber networks.

Depreciation is calculated on the straight-line method over estimated useful lives as follows:

Buildings and improvements	10-20 years or lease term, if shorter
Communications network equipment	5-15 years
Vehicles and other equipment	3-10 years
Fiber and right to use	20 years or lease term, if shorter

Income Taxes

Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities and the amounts used for tax purposes. The impact of a tax position is recognized in the financial statements if that position is more likely than not to be sustained on audit, based on technical merits of the position. The Company does not record a valuation allowance against net deferred tax assets when it is more likely than not that the net deferred tax asset will be realized.

Goodwill

The Company performs impairment tests at least annually on all goodwill pursuant to relevant accounting standards which require goodwill to be assigned to a reporting unit and tested using a consistent measurement date. For purposes of testing goodwill for impairment, the Company’s goodwill has been assigned to the Company’s one consolidated reporting unit and is tested in the fourth quarter of each year or more frequently if impairment indicators arise. Potential impairment is indicated when the book value of a reporting unit, including goodwill, exceeds its fair value. If a potential impairment exists, the fair value of the reporting unit is compared to the fair value of its assets and liabilities, excluding goodwill, to estimate the implied value of the reporting unit’s goodwill. If an impairment charge is deemed necessary, a charge is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from estimates. There were no goodwill impairment charges during the years ended December 31, 2013, 2012 or 2011.

Other Assets

Other assets primarily include deferred debt issuance costs, which are amortized to interest expense over the life of the respective debt agreements, and long-term prepaid service contracts that are amortized over the service period.

F-9

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Impairment of Long-Lived Assets

The Company periodically reviews the carrying amounts of property, plant and equipment and its identifiable intangible assets whenever current events or circumstances indicate the carrying amounts may not be recoverable. An impairment is required when the net book value of an asset exceeds the expected future undiscounted cash flows to be generated by that asset or group of assets and theloss is measured by the amount that the carrying value of the assets exceeds their fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary from estimates. Assets to be disposed of are carried at the lower of their carrying amount or fair value less costs to sell. The Company’s asset impairment tests did not result in any impairment charges during the years ended December 31, 2013, 2012 or 2011.

Asset Retirement Obligations

The Company records the estimated fair value of an asset retirement obligation when incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over the asset’s estimated useful life. The Company has asset retirement obligations related to decommissioning of electronics in leased facilities and the removal of certain fiber and conduit systems. Considerable management judgment is required in estimating these obligations. Important assumptions include estimates of retirement costs, the timing of the future retirement activities and the likelihood of retirement provisions being enforced. Changes in these assumptions based on future information could result in adjustments to estimated liabilities.

Regulation and Other Contingencies

The Company is subject to significant government and jurisdictional regulation, some of which is uncertain due to legal challenges of existing rules. Such regulation is subject to differing interpretations, inconsistent application and has resulted in disputes with carriers and municipalities regarding the classification of traffic, rights-of-way, rates and minutes of use.

Management estimates and accrues for its estimate of probable losses associated with government and jurisdictional regulation and other carrier contingencies. These estimates are based on assumptions and other considerations including studies of traffic patterns, expectations regarding regulatory rulings, historic experience and ongoing negotiations. The Company evaluates these reserves on an ongoing basis and makes adjustments as necessary.

Revenue

The Company’s revenue is derived primarily from business communications services comprised of the following:

•Data and Internet services include services that enable customers to connect their internal computer networks between locations and to access external networks, including Internet access and data transport at high speeds using Ethernet protocol, local and wide-area business Ethernet and IP VPN solutions, including service enhancements that provide customers with more visibility and control over their Ethernet services which we refer to as the "Intelligent Network". Data and Internet services also include a portfolio of managed services including the data and Internet components of converged services, which fully integrates a combination of certain communication applications including IP VPN, Internet, enterprise Session Initiation Protocol ("SIP") trunking (a VoIP solution), security and managed router service into a single managed IP solution; and the data and Internet components of integrated services, which enable customers to purchase a full array of access options that include Internet services.

•Voice services are traditional voice capabilities, whether provided over TDM or VoIP, including those provided as standalone and bundled services, long distance and toll free services. Voice services also include the voice components of managed and integrated services.

•Network services are point-to-point services that transmit voice, data and images using state-of-the-art fiber optics, and collocation services that provide secure space with controlled climate and power where customers can locate their equipment to connect to the Company's network in facilities equipped for enterprise information technology environmental requirements.

The Company also generates revenue from intercarrier compensation, comprised of switched access services and reciprocal compensation. Switched access represents the compensation from another carrier for the delivery of traffic from a long distance carrier’s point of presence to an end-user’s premises provided through the Company’s switching facilities. The Federal Communications Commission ("FCC") and state public utility commissions regulate switched access rates in their respective jurisdictions. Reciprocal compensation represents compensation from local exchange carriers (“LECs”) for local exchange traffic originated on another LEC’s facilities and terminated on the Company’s facilities.

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tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s customers include enterprise organizations in a wide variety of industry segments including, among others, the financial services, technology and scientific, health care, distribution, manufacturing and professional services industries, data centers, cloud application providers, public sector entities, system integrators and communications service providers, including incumbent local exchange carriers ("ILECs"), competitive local exchange carriers ("CLECs"), wireless communications companies and cable companies.

Revenue for network, data and Internet, and the majority of voice services is generally billed in advance on a monthly fixed rate basis and recognized over the period the services are provided. Revenue for the majority of intercarrier compensation and certain components of voice services, such as long distance, is generally billed on a transactional basis in arrears based on a customer’s actual usage; therefore, estimates are used to recognize revenue in the period earned.

The Company evaluates whether receivables are reasonably assured of collection based on certain factors, including the likelihood of billing being disputed by customers. If there is a billing dispute with a customer, revenue generally is not recognized until the dispute is resolved. The Company does not recognize revenue associated with contract termination charges until cash is received.

The Company classifies certain taxes and fees billed to customers and remitted to government authorities on a gross versus net basis in revenue and expense. In making this determination, the Company assesses, among other things, whether the Company is the primary obligor or principal taxpayer for the taxes and fees assessed in each jurisdiction where the Company does business. In jurisdictions where the Company determines that it is the principal taxpayer, the Company records the taxes and fees on a gross basis, including the taxes and fees in revenue and expense. In jurisdictions where the Company determines that it is merely a collection agent for the government authority, the Company records the taxes on a net basis. The total amounts classified as revenue, primarily included in voice services, associated with such taxes and fees were approximately $83.2 million, $79.8 million and $63.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Operating Expenses

Operating expenses consist of costs directly related to the operation and maintenance of the Company’s network and the provisioning of services, but exclude depreciation, amortization and accretion, which is reported separately. These costs, which are net of capitalized labor and overhead costs on capital projects (see “Property, Plant and Equipment” above), include the salaries and related expenses of customer care, provisioning, network maintenance, technical field and network operations and engineering personnel, costs to repair and maintain the Company’s network, and costs paid to other carriers for access to their facilities, interconnection, and facilities leased and associated utilities.

Accumulated Other Comprehensive Income

The balance in accumulated other comprehensive income as of December 31, 2013 relates to the Company's investments that are classified as available-for-sale securities. The Company recognized no material changes in accumulated other comprehensive income for the year ended December 31, 2013. There were no significant items reclassified out of accumulated other comprehensive income for the year ended December 31, 2013.

Significant Customers

The Company has substantial business relationships with a few large customers, including major telecommunications carriers. The Company’s 10 largest customers accounted for an aggregate of 18%, 18% and 20% of the Company’s total revenue for the years ended December 31, 2013, 2012 and 2011, respectively. No customer accounted for 5% or more of total revenue in 2013, 2012 and 2011.

Stock-Based Compensation

The Company recognizes the cost of stock-based employee compensation payments as expense over the requisite service period, which is generally the vesting period of the award. The fair value of restricted stock awards and restricted stock units granted is determined based on the market price of the Company’s common stock at the date of grant. The fair value of options is estimated at the date of grant using a Black-Scholes option pricing model. For purposes of the actual expense recognized in the years ended December 31, 2013, 2012 and 2011, the estimated fair value of the share-based payments is generally amortized to expense on a straight-line basis (net of estimated forfeitures) over the award’s vesting period.

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tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expected volatilities are based on the historical volatility of the Company’s common stock over a period generally commensurate with the expected term of the option. The risk-free rate for stock options granted during the period is determined by using the U.S. Treasury rate for the nearest period that coincides with the expected term. The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding and is based on historical data.

Recently Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (the "FASB") issued an accounting standard update that requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income and the respective income statement line items affected by the reclassification. The guidance does not change the current requirements for reporting net income or other comprehensive income. The accounting standard update is effective on a prospective basis for interim and annual periods beginning after December 15, 2012. The Company adopted this accounting standard update in the three months ended March 31, 2013. This update affected presentation and disclosure, but did not affect the Company's consolidated financial position, results of operations or cash flows. See "Accumulated Other Comprehensive Income" above.

2. Earnings Per Common Share and Potential Common Share

Basic earnings per common share ("EPS") is measured as the income allocated to common stockholders divided by the weighted average outstanding common shares for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (such as convertible securities and stock options) as if they had been converted to shares at the beginning of the period presented. Potential common shares that have an anti-dilutive effect (e.g., those that increase income per share) are excluded from diluted EPS.

The following is a reconciliation of the numerators and denominators used in the basic and diluted EPS computations:

	Years ended December 31,
	2013			2012			2011
	(amounts in thousands, except per share amounts)
Numerator
Net income	$	36,458		$	76,888		$	57,911
Allocation of net income to unvested restricted stock awards	(700		)	(1,604		)	(1,093		)
Net income allocated to common stockholders, basic	35,758			75,284			56,818
Net income allocated to common stockholders, diluted	$	35,758		$	75,284		$	56,818
Denominator
Basic weighted average shares outstanding	144,920			147,675			147,247
Dilutive potential common shares:
Stock options	923			1,679			1,495
Unvested restricted stock	637			705			607
Diluted weighted average shares outstanding	146,480			150,059			149,349
Basic earnings per share	$	0.25		$	0.51		$	0.39
Diluted earnings per share	$	0.24		$	0.50		$	0.38

Restricted stock awards and restricted stock units to be settled in common stock upon vesting, which were excluded from the computation of diluted weighted average shares outstanding because their inclusion would be anti-dilutive, totaled 2.7 million shares for the year ended December 31, 2013. Shares of common stock subject to issuance upon conversion of the Company’s 2³/₈% Convertible Senior Debentures due 2026 (the "Convertible Debentures"), options to purchase shares of the Company's common stock and restricted stock awards and restricted stock units to be settled in common stock upon vesting, which were excluded from the computation of diluted weighted average shares outstanding because their inclusion would be anti-dilutive, totaled 23.2 million shares and 26.1 million shares at December 31, 2012 and 2011, respectively.

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tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

3. Investments

The Company’s investments at December 31, 2013 and 2012 are summarized as follows:

	December 31,
	2013		2012
	(amounts in thousands)
Cash equivalents:
U.S. Treasury money market mutual funds	$	28,845	$	262,967
Commercial paper	1,335		30,692
Prime money market mutual funds	—		425,165
Certificates of deposit	—		8,000
Debt securities issued by U.S. Government agencies	—		4,999
Total cash equivalents	$	30,180	$	731,823
Investments:
Commercial paper	$	75,460	$	32,480
Debt securities issued by the U.S. Treasury	69,628		89,870
Debt securities issued by U.S. Government agencies	49,488		45,214
Total investments	$	194,576	$	167,564
Total cash equivalents and investments	$	224,756	$	899,387

At December 31, 2013 and December 31, 2012, the carrying values of investments included in cash and cash equivalents approximated fair value. The aggregate fair value of available-for-sale securities by major security type is included in Note 7. The amortized cost basis of the available-for-sale securities was not materially different from the aggregate fair value. The contractual maturities of the Company’s available-for-sale securities are all within one year.

Proceeds from the sale and maturity of available-for-sale securities during the year ended December 31, 2013, 2012 and 2011 were $283.8 million, $204.6 million and $208.3 million, respectively. The Company recognized no material unrealized or realized net gains or losses from available-for-sale securities during the years ended December 31, 2013, 2012 and 2011.

4. Property, Plant and Equipment

Property, plant and equipment consists of:

	December 31,
	2013			2012
	(amounts in thousands)
Communications network equipment	$	3,090,976		$	2,869,304
Fiber and right to use	1,283,472			1,089,210
Vehicles and other equipment	239,510			227,977
Land, buildings and improvements	61,377			61,377
	4,675,335			4,247,868
Less accumulated depreciation	(2,980,379		)	(2,755,622		)
Total	$	1,694,956		$	1,492,246

Depreciation expense was $300.0 million, $275.8 million and $274.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s asset retirement obligations are included as a component of other long-term liabilities in the consolidated balance sheets. The following table provides asset retirement obligation liability activity for the years ended December 31, 2013, 2012 and 2011:

	Years ended December 31,
	2013			2012			2011
	(amounts in thousands)
Asset retirement obligations:
Balance at January 1	$	29,552		$	25,138		$	23,141
Accretion expense	2,791			2,273			2,085
Liabilities incurred	1,640			2,483			—
Liabilities settled	—			(342		)	(88		)
Change in estimate	(10,192		)	—			—
Balance at December 31	$	23,791		$	29,552		$	25,138

During 2013, the Company revised its estimates of the timing and amounts of its original estimate of undiscounted cash flows related to certain future asset retirement obligations. These revisions resulted in a reduction of $10.2 million to its asset retirement obligations and an offsetting reduction to property, plant and equipment in the Company's consolidated balance sheets for the year ended December 31, 2013.

5. Intangible Assets

Goodwill

The Company had goodwill of $412.7 million at both December 31, 2013 and 2012.

Definite Life Intangibles

Definite life intangibles consist primarily of acquired customer relationships. Definite life intangible assets are amortized using methods that correlate to the pattern in which the economic benefits are expected to be realized. Customer relationships are amortized using the sum of the years digits method over an estimated life of 10 years. Other intangible assets, primarily acquired intangible assets, are amortized on a straight-line basis using expected lives of four or 10 years. Definite life intangible assets subject to amortization were as follows:

	December 31, 2013							December 31, 2012
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(amounts in thousands)
Customer relationships	$	59,086	$	(53,177	)	$	5,909	$	59,086	$	(49,059	)	$	10,027
Other	12,392		(6,746		)	5,646		12,392		(4,841		)	7,551
	$	71,478	$	(59,923	)	$	11,555	$	71,478	$	(53,900	)	$	17,578

Intangible asset amortization expense was $6.0 million, $6.2 million and $6.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The amortization expense related to intangible assets recorded as of December 31, 2013 for each of the five succeeding years is estimated as follows: 2014—$4.9 million; 2015—$3.9 million; 2016—$2.2 million; 2017—$0 and 2018—$0.

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tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6. Long-Term Debt

The components of long-term debt at December 31, 2013 and 2012 were as follows:

	Date of						Outstanding balance
	Issuance/		Interest	Interest	Original		as of December 31,
	Amendment	Maturity	Payments	Rate	Principal		2013			2012
					(amounts in thousands)
Term Loan B—December 2016 tranche (1)	Dec 2010	Dec 2016	At least quarterly	Eurodollar rate + 3.25%	$	474,100	$	—		$	463,019
Term Loan B	Apr 2013	Apr 2020	At least quarterly	Eurodollar rate + 2.50%	520,000		517,400			—
8% Senior Notes	Mar 2010	Mar 2018	Mar/Sept	8%	430,000		23,479			430,000
53/8% Senior Notes	Oct 2012	Oct 2022	Apr/Oct	5 3/8%	480,000		480,000			480,000
53/8% Senior Notes	Aug 2013	Oct 2022	Apr/Oct	5 3/8%	450,000		450,000			—
63/8% Senior Notes	Aug 2013	Sept 2023	Mar/Sept	6 3/8%	350,000		350,000			—
23/8% Convertible Senior Debentures	Mar 2006	Apr 2026	Apr/Oct	2 3/8%	373,750		—			373,743
Total debt							$	1,820,879		$	1,746,762
Unamortized discounts							(18,680		)	(7,642		)
Current portion							(28,592		)	(373,026		)
Total long-term debt							$	1,773,607		$	1,366,094

___________________

⁽¹⁾  The Term Loan B due December 2016 was amended in April 2013 to increase the Term Loan to $520 million and extend the maturity date to April 2020. See further discussion below.

The schedule of principal payments on long-term debt as of December 31, 2013 is as follows (amounts in thousands):

2014 (1)	$	28,679
2015	5,200
2016	5,200
2017	5,200
2018	5,200
Thereafter	1,771,400
Total payments	$	1,820,879

___________________

⁽¹⁾  In January 2014, tw telecom holdings inc. notified holders of the 8% Senior Notes due 2018 that all outstanding notes will be redeemed on March 1, 2014. Therefore, the maturity date of these notes is reflected in 2014 (see "Subsequent Event - 2018 Notes" below).

Modification of Term Loan and Revolver

As of December 31, 2012, tw telecom holdings inc. ("Holdings") had a senior secured credit facility (the “Credit Facility”) consisting of a $463.0 million outstanding amount Term Loan B (the “Term Loan”) due December 2016 and an undrawn $80 million Revolving Credit Facility (the “Revolver”) expiring December 2014. In April 2013, Holdings entered into a Second Amended and Restated Credit Agreement ("Amendment and Restatement") to increase the Term Loan to $520 million and extend the maturity date to April 2020. The Term Loan was issued at an offering price of 99.5% of the principal amount. Additionally, the Amendment and Restatement increased the Revolver, which remains undrawn, to $100 million and extended the maturity date to April 2018. Components of the Amendment and Restatement are detailed below:

• The Term Loan is a secured obligation, on a first lien basis, of Holdings and is guaranteed by the Company and Holdings’ subsidiaries. Repayments of the Term Loan are due quarterly in an amount equal to ¼ of 1% of the aggregate principal amount on the last day of each quarter. Interest is reset periodically. Based on the Eurodollar rate in effect at December 31, 2013, the effective interest rate was 2.67%. In accordance with applicable

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tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

accounting guidance, the amended and restated Term Loan agreement was accounted for as a modification of the existing debt.

• The Revolver is secured and guaranteed in the same manner as the Term Loan. Interest on outstanding Revolver amounts, if any, will be computed based on a specified Eurodollar rate plus 1.75% to 2.75%, depending on the Company's consolidated total leverage ratio, as defined in the Revolver, and will be reset periodically. The Company is required to pay a commitment fee on the undrawn commitment amounts on a quarterly basis of 0.375% to 0.5% per annum. The Amendment and Restatement contains customary affirmative and negative covenants. Most of the Revolver covenants apply whether or not the Company draws on that facility. In addition, if the Revolver were drawn, certain financial covenants would apply.

5³/₈% Senior Notes due 2022

In October 2012, Holdings completed a private offering of $480 million principal amount of 5³/₈% Senior Notes due 2022 (the "2022 Notes"), at an offering price of 100% of the principal amount. The net proceeds of this offering were used to settle the repurchase and conversion of the Convertible Debentures. See "Retirement of Convertible Senior Debentures" below. The 2022 Notes are unsecured obligations of Holdings and are guaranteed by the Company and substantially all of Holdings' subsidiaries. The 2022 Notes are redeemable in whole or in part, at Holdings' option at any time prior to October 1, 2017 at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, liquidated damages, if any, plus a make-whole premium. Holdings may redeem the 2022 Notes in whole or in part at any time on or after October 1, 2017. If a redemption occurs on or after October 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2017	102.688%
2018	101.792%
2019	100.896%
2020	100.000%

In addition, any time prior to October 1, 2015, at the Company's option, the Company may redeem up to 35% of the aggregate principal amount of the 2022 Notes with net proceeds from one or more equity offerings by the Company at a redemption price of 105.375% of their principal amount, plus accrued and unpaid interest, if any, and liquidated damages, if any.

8% Senior Notes due 2018

As of December 31, 2012, Holdings had outstanding $430 million aggregate principal amount of 8% Senior Notes due 2018 (the “2018 Notes”). The 2018 Notes are unsecured obligations of Holdings and are guaranteed by the Company and substantially all of Holdings’ subsidiaries. Holdings may redeem the 2018 Notes in whole or in part at any time on or after March 1, 2014. If a redemption occurs on or after March 1 of the years indicated below, the redemption premium will be as follows (see "Subsequent Event- 2018 Notes" below):

Year	Redemption Price
2014	104.000%
2015	102.000%
2016	100.000%

Debt Offering and Concurrent Cash Tender Offer

In August 2013, Holdings completed a private offering of $800 million Senior Notes, including $450 million principal amount of 5³/₈% Senior Notes due 2022 (the "2022 Mirror Notes") at an offering price of 96.250% of the principal amount and $350 million principal amount of 6³/₈% Senior Notes due 2023 (the "2023 Notes") at an offering price of 100% of the principal amount. The net proceeds from the offerings were used to fund Holdings' repurchase of a portion of its $430 million principal amount of the 2018 Notes that were tendered in a concurrent cash tender offer (see discussion below) and for general corporate purposes.

The 2022 Mirror Notes have substantially the same terms and conditions as the 2022 Notes. The 2022 Mirror Notes are unsecured obligations of Holdings and are guaranteed by the Company and substantially all of Holdings’ subsidiaries. Interest

F-16

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

accrued on the 2022 Mirror Notes from April 1, 2013, and the first interest payment on the 2022 Mirror Notes included accrued interest from April 1, 2013. Purchasers of the 2022 Mirror Notes paid pre-settlement interest of $9.7 million from April 1, 2013 to the settlement date (August 26, 2013). The 2022 Mirror Notes are redeemable in whole or in part, at Holdings' option at any time prior to October 1, 2017 at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, liquidated damages, if any, plus a make-whole premium. Holdings may redeem the 2022 Notes in whole or in part at any time on or after October 1, 2017. If a redemption occurs on or after October 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2017	102.688%
2018	101.792%
2019	100.896%
2020	100.000%

In addition, at any time prior to October 1, 2015, at Holdings’ option, Holdings may redeem up to 35% of the aggregate principal amount of the 2022 Mirror Notes with net proceeds from one or more equity offerings by the Company at a redemption price of 105.375% of their principal amount, plus accrued and unpaid interest, if any, and liquidated damages, if any.

The 2023 Notes are unsecured obligations of Holdings and are guaranteed by the Company and substantially all of Holdings’ subsidiaries. The 2023 Notes are redeemable in whole or in part, at Holdings' option, at any time prior to September 1, 2018 at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, liquidated damages, if any, plus a make-whole premium. Holdings may redeem the 2023 Notes in whole or in part at any time on or after September 1, 2018. If a redemption occurs on or after September 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2018	103.188%
2019	102.125%
2020	101.063%
2021	100.000%

In addition, at any time prior to September 1, 2016, at Holdings' option, it may redeem up to 35% of the aggregate principal amount of the 2023 Notes with net proceeds from one or more equity offerings by the Company at a redemption price of 106.375% of their principal amount, plus accrued and unpaid interest, if any, and liquidated damages, if any.

In the year ended December 31, 2013, Holdings received and accepted tenders of approximately $406.5 million aggregate principal amount of the 2018 Notes for $438.7 million in a tender offer that was made concurrently with the Senior Notes offering. The completion of this tender offer resulted in debt extinguishment costs of $38.9 million, comprised of premiums and fees associated with this tender offer of $32.2 million and write-offs of unamortized deferred debt issuance costs and issuance discount related to the 2018 Notes of $5.1 million and $1.6 million, respectively. Approximately $23.5 million principal amount of the 2018 Notes remained outstanding as of December 31, 2013 (see "Subsequent Event - 2018 Notes" below).

As required by a Registration Rights Agreement with the initial purchasers of the 2022 Mirror Notes and 2023 Notes, Holdings conducted an exchange offer that closed in January 2014 to enable the holders of these Notes to exchange the unregistered notes for notes registered under the Securities Act of 1933 with essentially identical terms. Pursuant to the exchange offer, $450 million and $350 million in principal amount of unregistered 2022 Mirror Notes and 2023 Notes, respectively, were exchanged for $450 million and $350 million in principal amount of registered 2022 Mirror Notes and 2023 Notes, respectively. The exchange offer for both the 2022 Mirror Notes and the 2023 Notes did not have a material impact on the Company’s financial position or results of operation.

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tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Subsequent Event - 2018 Notes

On January 30, 2014, Holdings notified holders of the 2018 Notes that all outstanding 2018 Notes will be redeemed on March 1, 2014 at a redemption price of 104% of the principal amount. The aggregate principal amount of the notes being redeemed is $23.5 million and is included as a component of current portion debt and capital lease obligations, net in the Company's consolidated balance sheets for the year ended December 31, 2013.

Retirement of Convertible Senior Debentures

As of December 31, 2012, the Company had outstanding $373.7 million principal amount of Convertible Debentures. In accordance with authoritative guidance issued by the FASB for convertible debt instruments, the Company separated the Convertible Debentures into debt and equity components at issuance and assigned a value to each. The value assigned to the equity component was $120.5 million, net of an allocable portion of deferred debt issuance costs, as of December 31, 2012, and is included as a component of additional paid in capital. The value assigned to the debt component was $253.3 million and represents the estimated fair value, as of the issuance date (March 29, 2006), of a similar instrument without the conversion feature. The unamortized discount was amortized to interest expense using the interest rate method through March 31, 2013.

The following table reflects the principal and discount included in the consolidated balance sheets as of December 31, 2013 and 2012:

	2013		2012
Principal amount of Convertible Debentures	$	—	$	373,743
Unamortized discount	—		(5,643		)
Net carrying amount of Convertible Debentures	$	—	$	368,100

The Company recognized the following amounts to interest expense related to the Convertible Debentures for the years ended December 31, 2013, 2012 and 2011:

	2013			2012			2011
Interest expense, contractual amount at 23/8%	$	3,800		$	8,877		$	8,876
Interest expense, amortization of discount	5,642			21,414			19,675
Interest expense, amortization of deferred debt issuance costs	275			1,098			1,098
Total interest expense for Convertible Debentures	$	9,717		$	31,389		$	29,649
Effective interest rate on liability component	3.0		%	8.5		%	8.5		%

The Convertible Debentures were redeemable in whole or in part at the Company’s option at any time on or after April 6, 2013 at a redemption price equal to 100% of the principal amount of the debentures to be redeemed, plus accrued and unpaid interest. On May 29, 2013, the Company called for redemption all of the remaining outstanding Convertible Debentures. Holders of the Convertible Debentures had the option to require the Company to purchase all or part of the Convertible Debentures on April 1, 2013, at 100% of the principal and unpaid interest, or at any time prior to April 1, 2026, to convert the debentures into shares of the Company’s common stock. Upon conversion, the Company had the right to deliver, in lieu of shares of common stock, cash or a combination of cash and shares of common stock. The Company elected to settle its conversion obligation entirely in cash.

For the year ended December 31, 2013, the Company settled the $373.7 million principal amount of the Convertible Debentures for $552.7 million as a result of the redemption and other repurchases by the Company and conversions by holders of the Convertible Debentures. The excess of the fair value of the debt component of $373.7 million at settlement, or $179.2 million, was recorded as a reduction to additional paid in capital.

Debt Offering Costs

For the years ended December 31, 2013, 2012 and 2011, the Company deferred debt offering costs of $23.3 million, $9.2 million, and $0.1 million, respectively, in connection with debt issuances, that are being amortized to interest expense over the respective terms of the debt. At December 31, 2013 and 2012, there was $33.3 million and $19.1 million, respectively, of unamortized debt issuance costs.

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tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Covenant Compliance

As of December 31, 2013, tw telecom inc. and its wholly-owned subsidiary, Holdings, were in compliance with all of their debt covenants.

Interest Expense

Interest expense, including amortization of deferred debt issuance costs, discounts, commitment fees and the effect of interest rate swap agreements, as applicable, was as follows:

	Years Ended December 31,
	2013		2012		2011
	(amounts in thousands)
Term Loan B - all instruments	$	16,063	$	18,800	$	22,295
8% Senior Notes	24,190		35,980		35,980
53/8% Senior Notes, issued October 2012	26,652		6,681		—
53/8% Senior Notes, issued August 2013	9,375		—		—
63/8% Senior Notes	8,000		—		—
23/8% Convertible Senior Debentures	9,717		31,389		29,649
Revolving Credit Facility (undrawn)	664		624		501
Interest expense from debt	$	94,661	$	93,474	$	88,425
Other interest expense	1,475		283		(707		)
Total interest expense	$	96,136	$	93,757	$	87,718

7. Fair Value Measurements

Fair value, as defined by relevant accounting standards, is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would complete a transaction and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Hierarchy

Relevant accounting standards set forth a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Relevant accounting standards establish three levels of inputs that may be used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets or liabilities. Level 1 assets that are measured at fair value on a recurring basis consist of the Company’s investments in prime money market mutual funds and U.S. Treasury money market mutual funds that are traded in an active market with sufficient volume and frequency of transactions, and are included as a component of cash and cash equivalents in the consolidated balance sheets.

• Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets that are measured at fair value on a recurring basis consist of the Company’s investments in certificates of deposit, commercial paper and debt securities issued by the U.S. Treasury and government agencies using observable inputs in less active markets and are included as components of cash and cash equivalents and investments in the consolidated balance sheets. Level 2 liabilities that are measured, but not carried, at fair value on a recurring basis include the Company’s long-term debt. The Company's long-term debt has not been listed on any securities exchange or quoted on an inter-dealer automated quotation system. The Company has estimated the fair value of its long-term debt based on indicative pricing published by certain investment banks or trading levels in our long-term debt.

F-19

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

• Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. The Company did not have any Level 3 assets or liabilities that were measured at fair value at December 31, 2013 and 2012.

The following tables reflect assets and liabilities that are measured and carried at fair value on a recurring basis as of December 31, 2013 and 2012:

	Fair Value Measurements At December 31, 2013						Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3
	(amounts in thousands)
Assets
U.S. Treasury money market mutual funds	$	28,845	$	—	$	—	$	28,845
Commercial paper	—		1,335		—		1,335
Investments included in cash and cash equivalents	$	28,845	$	1,335	$	—	$	30,180
Commercial paper	—		75,460		—		75,460
Debt securities issued by the U.S. Treasury	—		69,628		—		69,628
Debt securities issued by U.S. Government agencies	—		49,488		—		49,488
Short-term investments	$	—	$	194,576	$	—	$	194,576
Total assets	$	28,845	$	195,911	$	—	$	224,756

	Fair Value Measurements At December 31, 2012						Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3
	(amounts in thousands)
Assets
Prime money market mutual funds	$	425,165	$	—	$	—	$	425,165
U.S. Treasury money market mutual funds	262,967		—		—		262,967
Commercial paper	—		30,692		—		30,692
Certificates of deposit	—		8,000		—		8,000
Debt securities issued by U.S. Government agencies	—		4,999		—		4,999
Investments included in cash and cash equivalents	$	688,132	$	43,691	$	—	$	731,823
Debt securities issued by the U.S. Treasury	—		89,870		—		89,870
Debt securities issued by U.S. Government agencies	—		45,214		—		45,214
Commercial paper	—		32,480		—		32,480
Short-term investments	$	—	$	167,564	$	—	$	167,564
Total assets	$	688,132	$	211,255	$	—	$	899,387

F-20

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the carrying amounts and estimated fair values of the Company’s long-term debt, including the current portion:

	December 31, 2013				December 31, 2012
	Carrying Value		Fair Value Level 2		Carrying Value		Fair Value Level 2
	(amounts in thousands)
Term Loan B—December 2016 tranche	$	—	$	—	$	463,019	$	465,334
Term Loan B, net of discount	515,063		519,987		—		—
8% Senior Notes, net of discount	23,392		24,594		428,001		470,850
53/8% Senior Notes, issued October 2012	480,000		474,000		480,000		505,200
53/8% Senior Notes, net of discount, issued August 2013	433,744		444,375		—		—
63/8% Senior Notes	350,000		364,000		—		—
23/8% Convertible Senior Debentures, net of discount	—		—		368,100		512,159
Total debt	$	1,802,199	$	1,826,956	$	1,739,120	$	1,953,543

8. Income Taxes

Income tax expense (benefit) for the years ended December 31, 2013, 2012 and 2011 was as follows:

	Years ended December 31,
	2013		2012		2011
	(amounts in thousands)
Current:
Federal	$	312	$	3,525	$	1,317
State	2,655		4,974		4,406
	2,967		8,499		5,723
Deferred:
Federal	29,736		46,611		34,800
State	1,002		1,948		1,826
	30,738		48,559		36,626
Income tax benefit of change in valuation allowance	—		—		(870		)
Income tax expense	$	33,705	$	57,058	$	41,479

Total income tax expense differed from the amounts computed by applying the federal statutory income tax rate of 35% to income before income taxes as a result of the following items for the years ended December 31, 2013, 2012 and 2011:

	Years ended December 31,
	2013		2012		2011
Federal statutory income tax expense	35.0	%	35.0	%	35.0	%
Compensation limitation	6.3		2.8		2.1
State income tax expense, net of federal income tax benefit	3.9		3.9		4.7
Stock compensation	1.8		0.3		—
Other	1.0		0.6		0.8
Change in valuation allowance	—		—		(0.9	)
Income tax expense	48.0	%	42.6	%	41.7	%

F-21

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The tax effects of temporary differences that give rise to significant components of the Company’s deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows:

	December 31,
	2013			2012
	(amounts in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	235,737		$	253,827
Accrued liabilities	23,329			25,897
Stock compensation	8,868			18,794
AMT and other business credit carryforwards	8,772			6,277
Other	11,027			19,356
Total deferred tax assets	287,733			324,151
Deferred tax liabilities:
Depreciation and amortization	(110,865		)	(108,988		)
Other	(2,270		)	(3,893		)
Total deferred tax liabilities	(113,135		)	(112,881		)
Less: Valuation allowance	(26,996		)	(33,225		)
Total deferred tax asset, net	$	147,602		$	178,045
Balance sheet classification of deferred taxes:
Deferred income tax asset, net - current	$	54,026		$	76,160
Deferred income tax asset, net - noncurrent	96,087			101,885
Deferred income tax liability, net - noncurrent	(2,511		)	—
Total deferred tax asset, net	$	147,602		$	178,045

The Company continues to maintain a valuation allowance against certain deferred tax assets totaling $27.0 million. The Company believes it is more likely than not that certain deferred tax assets, including those resulting from net operating loss carryforwards ("NOLs") subject to certain limitations and those that require future income of special character, will not be realized. Additionally, the Company has certain deferred tax assets attributable to stock option deductions for which the related valuation allowance cannot be reversed due to relevant accounting guidance concerning tax benefits related to the exercise of non-qualified stock options prior to the adoption of such accounting guidance. At December 31, 2013, $20.6 million of the valuation allowance related to stock compensation for which subsequently recognized tax benefits will be allocated directly to additional paid in capital.

As a result of certain realization requirements of applicable accounting guidance, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation in excess of compensation recognized for financial reporting. Stockholders' equity will be increased by $64.4 million if and when such deferred tax assets are ultimately realized. The Company uses the ordering rules prescribed by relevant accounting guidance for purposes of determining when the excess tax benefits have been realized. At December 31, 2013, the Company had $8.9 million in deferred tax assets related to stock-based compensation. If the actual future tax deductions are less than the deferred tax asset recorded, this may result in an increase to income tax expense.

At December 31, 2013, the Company had NOLs for federal income tax purposes of approximately $800 million. The Company’s NOLs, if not utilized to reduce taxable income in future periods, generally expire in various amounts beginning in 2022 and ending in 2026. Due to the presence of these NOLs, tax years that remain subject to examination date back to the year ended December 31, 2000. The Tax Reform Act of 1986 contains provisions that limit the utilization of NOLs if there has been an “ownership change” as described in Section 382 of the Internal Revenue Code. In general, this would occur if certain ownership changes related to the Company’s common stock that are held by 5 percent or greater stockholders exceeds 50 percent measured over a rolling three year period. If the Company experienced such an ownership change at a time when its market capitalization is below a certain level, the utilization of its NOLs to reduce future federal income tax obligations could be limited.

As of December 31, 2013, the Company had no material uncertain tax positions.

F-22

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

9. Stock-Based Compensation

tw telecom1998 Employee Stock Option Plan

The Company maintains the tw telecom 1998 Employee Stock Option Plan that reserved 9.0 million shares of common stock to be issued to officers and eligible employees under terms and conditions to be set by the Company’s Board of Directors. As of December 31, 2013, approximately 0.2 million shares of common stock were reserved for issuance upon exercise of outstanding options under that plan. Generally, the options vest over periods of up to four years and expire seven or ten years from the date of issuance. These options have been granted to employees of the Company with an exercise price equal to market value at the date of grant. The tw telecom 1998 Employee Stock Option Plan expired in August 2008 and no additional awards may be granted under this plan.

tw telecom2000 Employee Stock Plan

The Company maintains the tw telecom 2000 Employee Stock Plan (as amended in June 2009) that permits up to 39.0 million shares of common stock to be issued pursuant to stock options and stock awards granted to officers, directors, and eligible employees under terms and conditions to be set by the Company’s Board of Directors. As of December 31, 2013, approximately 2.1 million shares of common stock were reserved for issuance upon exercise of outstanding options and vesting of stock awards and approximately 12.5 million shares of common stock were available for grant under the plan. Generally, the options and awards vest over periods of up to four years and options expire either seven or ten years from the date of issuance.

The options have been granted to employees of the Company with an exercise price equal to market value of the underlying stock at the date of grant. The fair value of the restricted stock awards and restricted stock units granted was measured based on the market value of the shares on the date of grant and the resulting expense related to these awards is recorded over their vesting periods, generally up to four years. The Company did not grant any stock options in the years ended December 31, 2013 and 2012 and granted an immaterial number of stock options in the year ended December 31, 2011.

The table below summarizes the Company’s stock option activity and related information for the year ended December 31, 2013:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(thousands)				(in years)	(thousands)
Options outstanding at January 1, 2013	4,860		$	16.36
Granted	—		—
Exercised	(3,841	)	16.75
Forfeited	(3	)	11.03
Expired	(16	)	17.93
Options outstanding at December 31, 2013	1,000		$	14.85	3.35	$	15,628
Vested and expected to vest at December 31, 2013	1,000		$	14.85	3.35	$	15,622
Exercisable at December 31, 2013	860		$	14.74	2.90	$	13,526

The total intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $40.9 million, $17.8 million and $13.4 million, respectively.

F-23

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The table below summarizes the Company’s restricted stock and restricted stock units and related information for the year ended December 31, 2013:

	Shares		Weighted Average Grant Date Fair Value
	(thousands)
Nonvested at January 1, 2013	4,573		$	17.30
Granted	1,412		27.50
Vested	(1,932	)	26.96
Forfeited	(64	)	20.35
Nonvested at December 31, 2013	3,989		$	21.45

The total fair value of restricted stock and restricted stock units vested during the years ended December 31, 2013, 2012 and 2011 was $52.1 million, $29.1 million and $17.7 million, respectively. As of December 31, 2013, there was $55.9 million of total unrecognized compensation expense related to non-vested restricted stock awards and restricted stock units, which is expected to be recognized over a weighted-average period of 2.0 years.

During the year ended December 31, 2013, the Company modified the outstanding share-based awards for an executive who retired to accelerate vesting of such awards, resulting in total incremental cost of $4.3 million (net of forfeitures) over the initial grant date value.

Effective October 1, 2004, the Company adopted the tw telecom 2004 Qualified Stock Purchase Plan (the “2004 Stock Purchase Plan”). Employees who met certain eligibility requirements could elect to designate up to 15% of their eligible compensation, up to an annual limit of $25,000, to purchase shares of the Company’s common stock at a 15% discount to fair market value. Stock purchases occurred semi-annually, with the price per share equaling the lower of 85% of the market price at the beginning or end of the offering period. The Company is authorized to issue a total of 600,000 shares of the Company’s common stock to participants in the 2004 Stock Purchase Plan. In September 2007, the 2004 Stock Purchase Plan was amended to authorize an additional 600,000 shares for issuance under the 2004 Stock Purchase Plan. During the years ended December 31, 2013, 2012 and 2011, no shares were issued under the amended 2004 Stock Purchase Plan because the Company has not made any offerings under the amended plan.

10. Commitments and Contingencies

Leases and Fixed Obligations

The Company leases office space and furniture, facilities housing telecommunications equipment, and fiber optic use rights. Certain of the leases contain renewal clauses. The Company also enters into fixed price maintenance agreements for maintenance of its network.

In November 2013, the Company announced a market expansion to increase its metropolitan fiber route miles by approximately 17% into five new markets and in 27 existing markets. The Company is also expanding its regional fiber footprint in order to achieve greater network control and cost efficiency. To facilitate this expansion, the Company entered into long-term capital leases for fiber that the Company plans to light with its own electronics. The initial term of the leases is 20 years, with twoten-year renewals at the Company's option, and automatic renewals thereafter until terminated by either party. During the three months ended December 31, 2013, the Company recognized a right-to-use asset and corresponding capital lease obligation of $119.8 million, representing the present value of the minimum commitment under the leases, which are expected to result in aggregate committed lease payments over the initial 20 year lease term of approximately $216.5 million. The Company will accept the fiber under the minimum commitment beginning in the first quarter of 2014, at which time the related assets will begin depreciation.

F-24

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At December 31, 2013, commitments under capital leases, non-cancelable operating leases and maintenance agreements with terms in excess of one year were as follows:

	Capital Leases			Operating Leases		Fixed Maintenance Obligations
	(amounts in thousands)
Year ended December 31:
2014	$	10,517		$	55,192	$	4,380
2015	10,110			49,141		5,242
2016	10,003			42,992		5,242
2017	9,566			38,612		5,242
2018	11,751			34,583		5,242
Thereafter	207,342			138,989		62,318
Total minimum lease payments	$	259,289		$	359,509	$	87,666
Less amount representing interest	(112,243		)
Present value of obligations under capital leases	147,046
Less current portion of obligations under capital leases	(3,878		)
Obligations under capital leases, excluding current portion	$	143,168

As of December 31, 2013 and 2012, assets under capital lease obligations, which primarily consist of fiber optic network components, were $152.6 million and $24.6 million, respectively, with related accumulated depreciation of $8.9 million and $7.8 million, respectively. Depreciation expense related to assets under capital lease obligations was $2.2 million, $1.7 million and $1.2 million for years ended December 31, 2013, 2012 and 2011, respectively. The obligations under capital leases have been discounted at an average imputed interest rate of 5.8%. Rental expense under operating leases aggregated $88.2 million, $77.1 million and $76.8 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Other Contingencies

Management routinely reviews the Company’s exposure to liabilities incurred in the normal course of its business operations. The Company is subject to significant government and jurisdictional regulation, some of which is uncertain due to legal challenges of existing rules. Such regulation is subject to differing interpretations and inconsistent application, and has historically resulted in disputes with other carriers, regulatory authorities and municipalities regarding the classification of traffic, rates, minutes of use and right-of-way fees. Where a probable contingency exists and the amount of the loss can be reasonably estimated, the Company records the estimated liability. Considerable judgment is required in analyzing and recording such liabilities and actual results may vary from the estimates.

The Company’s pending legal proceedings are limited to litigation incidental to its business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial statements.

11. Employee Benefit Plans

Effective January 1, 1999, the Company adopted the tw telecom 401(k) Plan (the “401(k) Plan”). Employees who meet certain eligibility requirements may contribute up to 60% of their eligible compensation, subject to statutory limitations, to a trust for investment in several diversified investment choices, as directed by the employee. The Company makes a matching contribution of 100% of each employee’s contribution up to a maximum of 5% of the employee’s eligible compensation. The Company’s contributions to the 401(k) Plan aggregated $12.9 million, $11.9 million and $11.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

F-25

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

12. Quarterly Results of Operations (Unaudited)

The following summarizes the Company’s unaudited quarterly results of operations for 2013 and 2012:

	Three Months Ended
	March 31		June 30		September 30			December 31
	(amounts in thousands, except per share amounts)
Year ended December 31, 2013
Total revenue	$	381,209	$	389,483	$	393,190		$	400,019
Operating income	52,170		53,262		46,932			52,557
Net income (loss)	13,144		17,347		(9,434		)	15,401
Basic earnings (loss) per share	$	0.09	$	0.12	$	(0.07	)	$	0.11
Diluted earnings (loss) per share	$	0.09	$	0.11	$	(0.07	)	$	0.11
Year ended December 31, 2012
Total revenue	$	358,925	$	364,503	$	368,934		$	377,893
Operating income	55,248		56,468		58,672			56,599
Net income	19,332		19,319		20,969			17,268
Basic earnings per share	$	0.13	$	0.13	$	0.14		$	0.11
Diluted earnings per share	$	0.13	$	0.13	$	0.14		$	0.11

The total earnings per share for the quarters may not equal earnings per share for the respective years because the per share amounts for each quarter and for each year are computed based on their respective discrete periods.

13. Supplemental Guarantor Information

The 2018 Notes, 2022 Notes, 2022 Mirror Notes and 2023 Notes (collectively, the "Senior Notes") are unsecured obligations of Holdings ("Issuer") and are fully and unconditionally guaranteed by the Company (“Parent Guarantor”) and substantially all of the Issuer’s subsidiaries (“Combined Subsidiary Guarantors”). The guarantees are joint and several. The Combined Subsidiary Guarantors are directly or indirectly wholly owned by the Issuer, which is wholly owned by the Parent Guarantor. A significant amount of the Issuer’s cash flow is generated by the Combined Subsidiary Guarantors. As a result, funds necessary to meet the Issuer’s debt service obligations are provided in large part by distributions or advances from the Combined Subsidiary Guarantors. The Senior Notes are governed by indentures that contain certain restrictive covenants. These restrictions affect, and in many respects limit or prohibit, among other things, the ability of the Parent Guarantor, the Issuer and its subsidiaries to incur indebtedness, make prepayments of certain indebtedness, pay dividends, make investments, engage in transactions with stockholders and affiliates, issue capital stock of subsidiaries, create liens, sell assets, and engage in mergers and consolidations.

The following information sets forth the Company’s Condensed Consolidating Balance Sheets as of December 31, 2013 and 2012, Condensed Consolidating Statements of Operations for the years ended December 31, 2013, 2012 and 2011, Condensed Consolidating Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011.

F-26

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013

	Parent Guarantor		Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	24,546	$	259,873		$	—		$	—		$	284,419
Investments	—		194,576			—			—			194,576
Receivables, net	—		—			107,258			—			107,258
Prepaid expenses and other current assets	—		14,434			8,111			—			22,545
Deferred income taxes	—		54,006			20			—			54,026
Intercompany receivable	917,932		1,475,298			—			(2,393,230		)	—
Total current assets	942,478		1,998,187			115,389			(2,393,230		)	662,824
Property, plant and equipment, net	—		75,142			1,619,814			—			1,694,956
Deferred income taxes	—		95,603			484			—			96,087
Goodwill	—		—			412,694			—			412,694
Intangible and other assets, net	—		36,001			19,898			—			55,899
Total assets	$	942,478	$	2,204,933		$	2,168,279		$	(2,393,230	)	$	2,922,460
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—	$	8,298		$	30,156		$	—		$	38,454
Current portion debt and capital lease obligations, net	—		29,008			3,462			—			32,470
Other current liabilities	—		87,333			151,039			—			238,372
Intercompany payable	—		—			2,393,230			(2,393,230		)	—
Total current liabilities	—		124,639			2,577,887			(2,393,230		)	309,296
Losses in subsidiary in excess of investment	306,440		858,499			—			(1,164,939		)	—
Long-term debt and capital lease obligations, net	—		1,773,607			143,168			—			1,916,775
Long-term deferred revenue	—		—			20,046			—			20,046
Other long-term liabilities	—		10,526			29,748			—			40,274
Stockholders’ equity (deficit)	636,038		(562,338		)	(602,570		)	1,164,939			636,069
Total liabilities and stockholders’ equity (deficit)	$	942,478	$	2,204,933		$	2,168,279		$	(2,393,230	)	$	2,922,460

F-27

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

	Parent Guarantor		Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	24,544	$	782,184		$	—		$	—		$	806,728
Investments	—		167,564			—			—			167,564
Receivables, net	—		—			99,703			—			99,703
Prepaid expenses and other current assets	—		11,270			7,894			—			19,164
Deferred income taxes	—		76,140			20			—			76,160
Intercompany receivable	1,864,694		506,610			—			(2,371,304		)	—
Total current assets	1,889,238		1,543,768			107,617			(2,371,304		)	1,169,319
Property, plant and equipment, net	—		48,686			1,443,560			—			1,492,246
Deferred income taxes	—		101,401			484			—			101,885
Goodwill	—		—			412,694			—			412,694
Intangible and other assets, net	275		20,634			26,684			—			47,593
Total assets	$	1,889,513	$	1,714,489		$	1,991,039		$	(2,371,304	)	$	3,223,737
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—	$	7,141		$	48,716		$	—		$	55,857
Current portion debt and capital lease obligations, net	368,100		5,475			1,394			—			374,969
Other current liabilities	2,219		64,564			165,530			—			232,313
Intercompany payable	—		—			2,371,304			(2,371,304		)	—
Total current liabilities	370,319		77,180			2,586,944			(2,371,304		)	663,139
Losses in subsidiary in excess of investment	407,286		862,681			—			(1,269,967		)	—
Long-term debt and capital lease obligations, net	—		1,366,463			17,779			—			1,384,242
Long-term deferred revenue	—		—			23,177			—			23,177
Other long-term liabilities	—		7,024			34,216			—			41,240
Stockholders’ equity (deficit)	1,111,908		(598,859		)	(671,077		)	1,269,967			1,111,939
Total liabilities and stockholders’ equity (deficit)	$	1,889,513	$	1,714,489		$	1,991,039		$	(2,371,304	)	$	3,223,737

F-28

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2013

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,563,901		$	—		$	1,563,901
Costs and expenses:
Operating, selling, general and administrative	—			270,955			779,257			—			1,050,212
Depreciation, amortization and accretion	—			27,989			280,779			—			308,768
Corporate expense allocation	—			(298,944		)	298,944			—			—
Total costs and expenses	—			—			1,358,980			—			1,358,980
Operating income	—			—			204,921			—			204,921
Interest expense, net	(9,717		)	(74,747		)	(10,980		)	—			(95,444		)
Debt extinguishment costs	(327		)	(38,987		)	—			—			(39,314		)
Interest expense allocation	10,044			113,734			(123,778		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			70,163			—			70,163
Income tax expense	—			32,051			1,654			—			33,705
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(32,051		)	68,509			—			36,458
Equity in undistributed earnings of subsidiaries	36,458			68,509			—			(104,967		)	—
Net income	$	36,458		$	36,458		$	68,509		$	(104,967	)	$	36,458

F-29

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2012

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,470,255		$	—		$	1,470,255
Costs and expenses:
Operating, selling, general and administrative	—			221,340			737,636			—			958,976
Depreciation, amortization and accretion	—			24,268			260,024			—			284,292
Corporate expense allocation	—			(245,608		)	245,608			—			—
Total costs and expenses	—			—			1,243,268			—			1,243,268
Operating income	—			—			226,987			—			226,987
Interest expense, net	(31,388		)	(54,420		)	(7,156		)	—			(92,964		)
Debt extinguishment costs	—			(77		)	—			—			(77		)
Interest expense allocation	31,388			54,497			(85,885		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			133,946			—			133,946
Income tax expense	—			55,310			1,748			—			57,058
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(55,310		)	132,198			—			76,888
Equity in undistributed earnings of subsidiaries	76,888			132,198			—			(209,086		)	—
Net income	$	76,888		$	76,888		$	132,198		$	(209,086	)	$	76,888

F-30

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2011

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,366,891		$	—		$	1,366,891
Costs and expenses:
Operating, selling, general and administrative	—			209,677			687,322			—			896,999
Depreciation, amortization and accretion	—			22,170			261,159			—			283,329
Corporate expense allocation	—			(231,847		)	231,847			—			—
Total costs and expenses	—			—			1,180,328			—			1,180,328
Operating income	—			—			186,563			—			186,563
Interest expense, net	(29,648		)	(45,302		)	(12,223		)	—			(87,173		)
Interest expense allocation	29,648			45,302			(74,950		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			99,390			—			99,390
Income tax expense	—			39,927			1,552			—			41,479
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(39,927		)	97,838			—			57,911
Equity in undistributed earnings of subsidiaries	57,911			97,838			—			(155,749		)	—
Net income	$	57,911		$	57,911		$	97,838		$	(155,749	)	$	57,911

F-31

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2013

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	36,458	$	36,458	$	68,509	$	(104,967	)	$	36,458
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale securities	63		63		—		(63		)	63
Other comprehensive income, net of tax	63		63		—		(63		)	63
Comprehensive income	$	36,521	$	36,521	$	68,509	$	(105,030	)	$	36,521

F-32

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2012

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	76,888	$	76,888	$	132,198	$	(209,086	)	$	76,888
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale securities	46		46		—		(46		)	46
Other comprehensive income, net of tax	46		46		—		(46		)	46
Comprehensive income	$	76,934	$	76,934	$	132,198	$	(209,132	)	$	76,934

F-33

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2011

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	57,911	$	57,911	$	97,838	$	(155,749	)	$	57,911
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities	1,816		1,816		—		(1,816		)	1,816
Unrealized gain on available-for-sale securities	32		32		—		(32		)	32
Other comprehensive income, net of tax	1,848		1,848		—		(1,848		)	1,848
Comprehensive income	$	59,759	$	59,759	$	97,838	$	(157,597	)	$	59,759

F-34

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2013

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	36,458		$	36,458		$	68,509		$	(104,967	)	$	36,458
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			27,989			280,779			—			308,768
Deferred income taxes	—			30,738			—			—			30,738
Stock-based compensation	—			—			38,832			—			38,832
Extinguishment costs, amortization of discount on debt and deferred debt issue costs and other	6,244			43,797			—			—			50,041
Intercompany and equity investment changes	875,802			(972,870		)	(7,899		)	104,967			—
Changes in operating assets and liabilities	(2,219		)	21,108			(45,265		)	—			(26,376		)
Net cash provided by (used in) operating activities	916,285			(812,780		)	334,956			—			438,461
Cash flows from investing activities:
Capital expenditures	—			(54,376		)	(318,492		)	—			(372,868		)
Purchases of investments	—			(312,526		)	—			—			(312,526		)
Proceeds from sale of investments	—			283,845			—			—			283,845
Equipment purchases in advance of installation and other, net	—			398			(14,968		)	—			(14,570		)
Net cash used in investing activities	—			(82,659		)	(333,460		)	—			(416,119		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	43,495			—			—			—			43,495
Purchases of treasury stock	(406,514		)	—			—			—			(406,514		)
Excess tax benefits from stock-based compensation	—			692			—			—			692
Proceeds from modification of debt, net of financing costs	—			49,684			—			—			49,684
Proceeds from issuance of debt, net of financing costs	—			765,800			—			—			765,800
Retirement of debt obligations	(553,264		)	(438,714		)	—			—			(991,978		)
Payment of debt and capital lease obligations	—			(4,334		)	(1,496		)	—			(5,830		)
Net cash provided by (used in) financing activities	(916,283		)	373,128			(1,496		)	—			(544,651		)
Increase (decrease) in cash and cash equivalents	2			(522,311		)	—			—			(522,309		)
Cash and cash equivalents at beginning of period	24,544			782,184			—			—			806,728
Cash and cash equivalents at end of period	$	24,546		$	259,873		$	—		$	—		$	284,419

F-35

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2012

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	76,888		$	76,888		$	132,198		$	(209,086	)	$	76,888
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			24,268			260,024			—			284,292
Deferred income taxes	—			48,559			—			—			48,559
Stock-based compensation	—			—			29,300			—			29,300
Amortization of discount on debt and deferred debt issue costs and other	22,512			3,034			—			—			25,546
Intercompany and equity investment changes	(99,451		)	(14,613		)	(95,022		)	209,086			—
Changes in operating assets and liabilities	—			5,280			(6,189		)	—			(909		)
Net cash (used in) provided by operating activities	(51		)	143,416			320,311			—			463,676
Cash flows from investing activities:
Capital expenditures	—			(17,490		)	(320,628		)	—			(338,118		)
Purchases of investments	—			(243,048		)	—			—			(243,048		)
Proceeds from sale of investments	—			204,629			—			—			204,629
Proceeds from sale of assets and other investing activities, net	—			1,258			1,308			—			2,566
Net cash used in investing activities	—			(54,651		)	(319,320		)	—			(373,971		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	13,462			—			—			—			13,462
Purchases of treasury stock	(13,409		)	—			—			—			(13,409		)
Excess tax benefits from stock-based compensation	—			1,213			—			—			1,213
Retirement of debt obligations	—			(101,518		)	—			—			(101,518		)
Net proceeds from issuance of debt	—			470,796			—			—			470,796
Payment of debt and capital lease obligations	(1		)	(5,923		)	(991		)	—			(6,915		)
Net cash provided by (used) in financing activities	52			364,568			(991		)	—			363,629
Increase in cash and cash equivalents	1			453,333			—			—			453,334
Cash and cash equivalents at beginning of period	24,543			328,851			—			—			353,394
Cash and cash equivalents at end of period	$	24,544		$	782,184		$	—		$	—		$	806,728

F-36

tw telecom inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2011

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	57,911		$	57,911		$	97,838		$	(155,749	)	$	57,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			22,170			261,159			—			283,329
Deferred income taxes	—			35,736			20			—			35,756
Stock-based compensation	—			—			27,817			—			27,817
Amortization of discount on debt and debt issue costs and other	20,773			2,615			—			—			23,388
Intercompany and equity investment changes	(30,087		)	(73,468		)	(52,194		)	155,749			—
Changes in operating assets and liabilities	—			6,254			(30,867		)	—			(24,613		)
Net cash provided by operating activities	48,597			51,218			303,773			—			403,588
Cash flows from investing activities:
Capital expenditures	—			(39,701		)	(301,030		)	—			(340,731		)
Purchases of investments	—			(223,638		)	—			—			(223,638		)
Proceeds from sale of investments	—			208,340			—			—			208,340
Proceeds from sales of assets and other investing activities, net	—			5,183			(1,953		)	—			3,230
Net cash used in investing activities	—			(49,816		)	(302,983		)	—			(352,799		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	9,966			—			—			—			9,966
Purchases of treasury stock	(58,562		)	—			—			—			(58,562		)
Excess tax benefits from stock-based compensation	—			1,385			—			—			1,385
Payment of debt and capital lease obligations	—			(6,316		)	(790		)	—			(7,106		)
Net cash used in financing activities	(48,596		)	(4,931		)	(790		)	—			(54,317		)
Increase (decrease) in cash and cash equivalents	1			(3,529		)	—			—			(3,528		)
Cash and cash equivalents at beginning of period	24,542			332,380			—			—			356,922
Cash and cash equivalents at end of period	$	24,543		$	328,851		$	—		$	—		$	353,394

F-37

tw telecom inc.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2013, 2012 and 2011

	Balance at Beginning of Period		Additions/ Charges to Costs and Expenses, net	Deductions		Balance at End of Period
	(amounts in thousands)
For the Year ended December 31, 2013:
Allowance for doubtful accounts receivable	$	7,067	2,780	(3,099	)	$	6,748
For the Year ended December 31, 2012:
Allowance for doubtful accounts receivable	$	8,192	1,272	(2,397	)	$	7,067
For the Year ended December 31, 2011:
Allowance for doubtful accounts receivable	$	7,898	3,142	(2,848	)	$	8,192

F-38

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
2.1	—	Agreement and Plan of Merger, by and among Time Warner Telecom Inc., XPD Acquisition, LLC, Xspedius Communications, LLC, Xspedius Management Co., LLC and Xspedius Holding Corp., dated as of July 27, 2006 (filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).*
3.1	—	Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).*
3.2	—	Amended By-laws of tw telecom inc. (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012).*
3.3	—	Certificate of Amendment to Restated Certificate of Incorporation (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
4.1	—	Indenture, dated March 17, 2010, among tw telecom holdings inc., the Company, Subsidiary Guarantors parties thereto and Wells Fargo Bank, National Association, as Trustee, for 8 % Senior Notes due 2018 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 17, 2010).*
4.2	—	Supplemental Indenture, dated August 26, 2013, to Indenture dated March 17, 2010, among tw telecom holdings inc., the Company, Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, for 8 % Senior Notes due 2018 (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K dated August 26, 2013).*
4.3	—	Certificate of Designations of Series A Junior Participating Preferred Stock (filed as Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).*
4.4	—	Indenture, dated as of October 2, 2012, among tw telecom holdings inc., tw telecom inc., the subsidiaries of tw telecom holdings inc. named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 5.375% Senior Notes due 2022 of tw telecom holdings inc. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated October 2, 2012).*
4.5	—	Indenture, dated as of August 26, 2013, among tw telecom holdings inc., the Company, the subsidiary guarantors named therein, and Wells Fargo Bank, National Association, as trustee, relating to the 5.375% Senior Notes due 2022 of tw telecom holdings inc. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 26, 2013).*
4.6	—	First Supplemental Indenture of Trust, dated as of November 20, 2013, among tw telecom holdings inc., the Company, the subsidiary guarantors named therein, and Wells Fargo Bank, National Association, as trustee, relating to the 5.375% Senior Notes due 2022 (filed as Exhibit 4.2 to tw telecom holdings inc.’s Registration Statement on Form S-4 (Registration No. 333-192450)).*
4.7	—	Indenture, dated as of August 26, 2013, among tw telecom holdings inc., the Company, the subsidiary guarantors named therein, and Wells Fargo Bank, National Association, as trustee, relating to the 6.375% Senior Notes due 2023 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 26, 2013).*
4.8	—	First Supplemental Indenture of Trust, dated as of November 20, 2013, among tw telecom holdings inc., the Company, the subsidiary guarantors named therein, and Wells Fargo Bank, National Association, as trustee, relating to the 6.375% Senior Notes due 2023 (filed as Exhibit 4.4 to tw telecom holdings inc.’s Registration Statement on Form S-4 (Registration No. 333-192450)).*
10.1	—	Lease, dated November 1, 2004, between Carr America Realty, L.P. and Time Warner Telecom Holdings Inc. (filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).*
**10.2	—	Time Warner Telecom Inc. 1998 Stock Option Plan as amended December 8, 1999 (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999).*
**10.3	—	Employment Agreement, dated November 4, 2009, between the Company and Larissa L. Herda (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).*

E-1

Exhibit Number		Description of Exhibit
**10.4	—	Amended and Restated Employment Agreement, dated December 12, 2008, between the Company and Jill R. Stuart (filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).*
**10.5	—	Amended and Restated Employment Agreement, dated December 12, 2008, between the Company and John T. Blount (filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).*
**10.6	—	Amended and Restated Employment Agreement, dated December 12, 2008, between the Company and Mark Peters (filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).*
**10.7	—	Amended and Restated Employment Agreement, dated June 18, 2013, between the Company and Tina Davis (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).*
**10.8	—	Amended and Restated Change of Control Employment Agreement, dated December 12, 2008, between the Company and Jill R. Stuart (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).*
**10.9	—	Amended and Restated Change of Control Employment Agreement, dated December 12, 2008, between the Company and Mark Peters (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).*
**10.10	—	Amended and Restated Change of Control Employment Agreement, dated December 12, 2008, between the Company and John T. Blount (filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).*
**10.11	—	Change of Control Employment Agreement, dated November 4, 2009, between the Company and Larissa L. Herda (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).*
**10.12	—	Second Amended and Restated Change of Control Employment Agreement, dated June 18, 2013, between the Company and Tina Davis (filed as Exhibit 10.2 to the Company’s Quarterly Report for the quarter ended June 30, 2013).*
**10.13	—	Amendment Number 1, dated August 6, 2010, to Amended and Restated Employment Agreement between tw telecom holdings inc. and John Blount (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).*
**10.14	—	Amendment Number 2, dated August 6, 2010, to Amended and Restated Change of Control Employment Agreement between the Company and John Blount (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).*
**10.15	—	Amendment Number 1, dated August 6, 2010, to Amended and Restated Employment Agreement between tw telecom holdings inc. and Mark Peters (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).*
**10.16	—	Amendment Number 2, dated August 6, 2010, to Amended and Restated Change of Control Employment Agreement between the Company and Mark Peters (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).*
**10.17	—	Amendment Number 1, dated August 6, 2010, to Amended and Restated Employment Agreement between tw telecom holdings inc. and Jill Stuart (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).*
**10.18	—	Amendment Number 1, dated November 4, 2009, to Amended and Restated Change of Control Employment Agreement between the Company and John Blount (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).*
**10.19	—	Amendment Number 1, dated August 6, 2010, to Amended and Restated Change of Control Employment Agreement between the Company and Jill Stuart (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).*

E-2

Exhibit Number		Description of Exhibit
**10.20	—	Amendment Number 1, dated November 4, 2009, to Amended and Restated Change of Control Employment Agreement between the Company and Mark Peters (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).*
10.21	—	Capacity License Agreement (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).*
†10.22	—	Office Lease, dated January 8, 2013 (the "Office Lease"), by and between the Company and Denver United LLC (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012).*
†10.23	—	Office Lease, dated October 25, 2010, between LBA Realty Fund III-Company II LLC and tw telecom holdings inc. (filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2010 dated May 4, 2011).*
**10.24	—	Amended and Restated 2000 Employee Stock Plan (filed as Annex A to the Company’s Schedule 14A Definitive Proxy Statement filed April 27, 2009).*
**10.25	—	Summary of compensation arrangements for independent directors of tw telecom inc., revised as of January 30, 2013 (filed as Exhibit 10.28 to the Company's Form 10-K for the year ended December 31, 2012).*
10.26	—	Form of Amended and Restated Indemnification Agreement (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).*
10.27	—	Form of Indemnification Agreement (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).*
10.28	—	Second Amended and Restated Credit Agreement dated as of April 17, 2013, among the Company, tw telecom holdings inc., the subsidiary guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 18, 2013). *
10.29	—	First Amendment to Second Amended and Restated Credit Agreement dated August 12, 2013 among the Company, tw telecom holdings inc., Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent and the lenders named therein (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 12, 2013).*
†10.30	—	Amended and Restated Master Service Agreement for Metro Dark Fibers, dated April 28, 2011, by and between tw telecom holdings inc. and Zayo Fiber Solutions, LLC.
†10.31	—	Fifth Amendment to Indefeasible Right of Use Agreement and Master Service Agreement Dark Fibers, dated November 1, 2013, by and between tw telecom holdings inc. and Zayo Group, LLC.
21	—	Subsidiaries of the registrant (filed as Exhibit 21 to the Company’s Registration Statement on Form S-4 (Registration No. 333-192450)).*
23.1	—	Consent of Independent Registered Public Accounting Firm.
31.1	—	Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	—	Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	—	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	—	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

E-3

Exhibit Number		Description of Exhibit
101.INS	—	XBRL Instance Document
101.SCH	—	XBRL Taxonomy Extension Schema Document
101.CAL	—	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	—	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	—	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	—	XBRL Taxonomy Extension Presentation Linkbase Document

_________________

* Incorporated by reference.

** Management contract or compensation plan or arrangement.

† Portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

E-4

EX-10.30

Exhibit 10.30

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

AMENDED AND RESTATED MASTER SERVICE AGREEMENT

FOR METRO DARK FIBERS

By and Between

ZAYO FIBER SOLUTIONS, LLC

And

tw telecom holdings inc.

DATED: APRIL 28, 2011

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

AMENDED AND RESTATED MASTER SERVICE AGREEMENT FOR DARK FIBERS

THIS AMENDED AND RESTATED MASTER SERVICE AGREEMENT FOR DARK FIBERS (this "Agreement") is made and entered into as of April 28, 2011, (“Effective Date”) by and between Zayo Fiber Solutions, LLC, a Delaware limited liability company, a wholly owned subsidiary of Zayo Group, LLC ("Zayo"), and tw telecom holdings inc. on behalf of itself and its Affiliates ("User"). This Agreement is an amendment and restatement to the Indefeasible Right of Use Agreement Master Service Agreement Dark Fibers by and between Zayo f/k/a AGL NETWORKS, LLC and User (fka tw telecom of georgia l.p. and f/k/a Time Warner Telecom of Georgia, L.P., dated December 16, 2005 and as amended “Existing Agreement”). As of the Effective Date, this Agreement replaces and supersedes the Existing Agreement in its entirety and all Service Orders currently provided in accordance with the Existing Agreement shall be provided in accordance with this Agreement. For purposes of the Service Orders provided under the Existing Agreement prior to the Effective Date, wherever appropriate, the term “IRU” as specified in the Service Order shall refer to “Lease”.

WHEREAS, Zayo owns a fiber optic communication system which will include the User Dark Fibers; and

WHEREAS, User desires to receive from Zayo, and Zayo desires to grant to User a lease to certain User Dark Fibers and associated property in the Zayo System, all upon and subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual promises and covenants contained herein, and for other good and valuable considerable, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.    Definitions.

1.1    In addition to the terms defined elsewhere in this Agreement, the following capitalized terms and derivatives thereof shall have the meanings respectively ascribed to them in this Section 1.1.    

“Acceptance Date” is defined in Section 6.2.

"Affiliate" shall mean, with respect to any Person, any other Person, who directly or indirectly controls, is controlled by, or is under common control with that Person. As used in this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether by way of equity ownership, contract or otherwise.

“Additional On-Net Building” means a commercial single or multitenant building, which is connected to a Ring containing the Initial User Dark Fiber by an existing Lateral Spur or connection that may be added from time to time to the Lease under the terms, conditions and prices, set forth in Exhibit B.

1

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

“Additional On-Net Central Office ” means a ILEC, CLEC, Carrier Hotel or building utilized for similar communication or data purposes, which is connected to a Ring containing the Initial User Dark Fiber by an existing Lateral Spur or connection, that may be added from time to time to the Lease under the terms, conditions and prices, set forth in Exhibit B.

“Additional Services Offerings” shall mean those services, Term extensions or additional fiber infrastructure offerings that may be added to the Agreement from time to time through a Service Order as detailed in Exhibit B.

“Additional User Dark Fiber” shall mean additional fiber strands as described in Section 1 and 2 of Exhibit B that shall be made available to the User, under the terms, conditions and prices, set forth in Exhibit B.

“Additional User Dark Fiber Option Payment” shall have the meaning described in Exhibit A.

"Agreement" shall mean this Indefeasible Right of Use Agreement and its Exhibits, as amended, supplemented by Service Orders or modified from time to time.

"As‑Built Drawings" shall mean drawings in accordance with the specifications set forth in Exhibit C.

“Associated Property” shall mean, with respect to each Segment, the following described tangible and intangible property necessary for the use of the User Dark Fibers for the purposes described in this Agreement; (a) Zayo’s rights in all Underlying Rights, subject to the terms, conditions and limitations thereof, (b) Manholes, Handholes and User Handholes, and (c) pole attachment licenses. As used in this Agreement, the term “Associated Property” does not include (i) any other telecommunications equipment of Zaup or any other Person, (ii) the Innerduct in which the User Dark Fibers are housed or (iii) any Lateral Spurs unless such are specifically depicted as part of the User Route or are associated with the Initial or Additional On-Net Buildings or On-Net Central Offices.

“Buckhead Fiber Option” shall have the meaning described in Exhibit B.

"Cable" shall mean fiber optic cable, the fiber optic strands contained therein (including the User Dark Fibers), and any other communications transmission media which may be included in the Zayo System and in any Lateral Spurs, and associated splicing connections and splice boxes located in the Zayo System and in any Lateral Spurs.

"Committed Delivery Dates" shall mean subject to Events of Force Majeure and any other extensions of time provided for in this Agreement, the dates set forth in Exhibit A, or in an applicable Service Order.

"Confidential Information" shall mean, subject to Section 18.1(d), any data or information marked confidential, restricted, proprietary or with a similar designation, other than Trade Secrets, that is of value to a Party and is not generally known to competitors of such Party. To the extent consistent with the foregoing, Confidential Information includes information that concerns the operations, facilities, plans, affairs and businesses of a Party, the financial affairs of a Party, and the relations of a Party with its customers, employees and service providers. Confidential Information also includes any information

2

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

which a Party obtains from a third Person which such Person designates as confidential information, whether or not owned or developed by such Person.    

“Connecting Extension” shall mean the portion of the System Route which extends from or bisects a Ring which may contain the User Dark Fiber and as identified in Exhibit A.

“Demarcation Point” shall mean a boundary point at an existing splice point or patch point, or future splice point or patch point, where a User supplied cable or fiber is joined to the User Dark Fibers. The side of the Demarcation Point on which the Zayo System is located shall be called the “Network Side.” The other side shall be called the “Premise Side.”

"Dollars" or "$" shall mean U.S. Dollars.

"Estimated Route Miles" shall mean the Parties' best estimate of total linear miles for the User Route, as set forth in Exhibit A and each individual Service Order.

"Handhole" shall mean a structure similar in function to a Manhole, but which is too small for personnel to enter. As used in this Agreement, the term "Handhole" refers to handhole structures owned or acquired from third parties (whether by lease, sublease, indefeasible right of use or otherwise) by Zayo and located on the System Route (containing the User Dark Fiber) and does not include Cable or other telecommunications equipment or facilities of Zayo or any other Person located within such handhole structures.

"Impositions" shall mean all taxes, fees, levies, imposts, duties, charges or withholdings of any nature (including ad valorem, real property, gross receipts, franchise, license and permit fees), together with any penalties, fines or interest thereon arising out of the transactions contemplated by this Agreement and/or imposed upon the Zayo System, or any part thereof, or upon the User Dark Fibers, the User Equipment or any other property or facilities of User, or any part thereof, by any federal, state or local government or other public taxing authority.

“Initial On-Net Buildings” means a commercial single or multitenant building, which is connected to a Ring containing the Initial User Dark Fiber by an existing Lateral Spur or connection, provided to User under the terms, conditions and prices, set forth in Exhibit A.

“Initial On-Net Central Offices” means a ILEC, CLEC, Carrier Hotel or building utilized for similar communication or data purposes, which is connected to a Ring containing the Initial User Dark Fiber by an existing Lateral Spur or connection, provided to User under the terms, conditions and prices, set forth in Exhibit A.

“Initial User Dark Fiber(s)” shall mean [***] fiber strands in each of the main Rings and [***] fiber strands in the overlapping cross sections connecting the main Rings as further described in Exhibit A.

"Innerduct" shall mean a single, enclosed HDPE tube and space within that tube used to enclose and carry Cable.

"Interest Rate" shall mean the lower of (i) the highest rate permitted by law, or (ii) [***] per month, compounded monthly.

3

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

"Lateral Spur" shall mean a discrete fiber optic communication system segment, span or spur that branches off from the Zayo System and that contains less than all of the ducts and Innerducts or Cable (with fewer fiber optical strands) included in the Zayo System. As used in this Agreement, the term “Lateral Spur” refers only to those segments, spans or spurs that are owned or acquired by Zayo.

"Manhole" shall mean a below ground level enclosure entered through a hole on the surface covered with a cast iron, cast aluminum, steel or concrete manhole cover, which personnel may enter and use for the purpose of installing, operating and maintaining facilities associated with a fiber optic communications system. As used in this Agreement, the term “Manhole” refers to manhole structures owned or acquired from third parties (whether by lease, sublease, indefeasible right of use or otherwise) by Zayo and located on the System Route (containing the User Dark Fiber) and does not include Cable or other telecommunications equipment and facilities of Zayo or any other Person located within such manhole structures.

"Party" shall mean each of Zayo and User and "Parties" shall mean Zayo and User.

"Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

"Ring" shall mean a contiguous assembly of the Zayo System that starts and ends at the same location as generally identified in Exhibit A and each individual Service Order.

"Route Miles" shall mean, with respect to Exhibit A and each Service Order, the number of linear route miles (to the nearest thousandth of a mile) as constructed and based upon the applicable As‑Built Drawings.

"Segment" shall mean one of the discrete segments, spans or portions of a Ring as generally identified in Exhibit A and each individual Service Order.

“Service Order” is defined in Section 3.4.

"System Route" shall mean actual route of the Zayo System as generally identified in Exhibit A and each individual Service Order.

"Trade Secret" shall mean any information of a Party, without regard to form, including technical or non‑technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, business plans, software programs (including the object and source code thereto) or a list (whether in written form or otherwise) of actual or potential customers or suppliers, marked or otherwise expressly identified as a “Trade Secret” which is not commonly known by or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other Persons who can obtain economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets also include any information described in this paragraph which a Party obtains from a third Person which such Person treats as proprietary or designates as trade secrets, whether or not owned or developed by such Person.

4

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

“Underlying Rights” shall mean all pole attachment agreements, deeds, leases, easements, rights-of-way agreements, licenses, franchises, permits, grants and other rights, titles, approvals and interests that are necessary for the construction, installation, maintenance, operation, use or repair of the AGLN System, Innerducts, Lateral Spurs, Cable or User Dark Fibers, as applicable.

"Underlying Rights Requirements” means the requirements, terms, conditions, obligations, liabilities, restrictions, and/or limitations on User's right to use and operate the User Dark Fibers and the Associated Property and to access, install, operate, repair, maintain and replace the User Equipment, contained in this Agreement, in the Underlying Rights, in all applicable government codes, ordinances, laws, rules, permits, pole attachment licenses, approvals and regulations, and all safety, operational and other rules and regulations imposed in connection with any of the foregoing.

"User Equipment" shall mean any optronic, electronic, optical, or power equipment, and any other facilities, material or equipment owned, possessed or utilized by User, located within the Zayo System or directly connected at the Premise Side of the Demarcation Point to the Zayo System, including all conduits (and other conduit tubing) and fiber cable in any lateral spur owned by User and connecting to any of the User Dark Fibers.

"User Handhole" shall mean any Handhole that serves as a Connecting Point to any of the User Dark Fibers that is constructed by Zayo for User pursuant to the provisions of Section 9.2(c).

"User Route" is the route of the User Dark Fibers in the System Route particularly described or depicted in Exhibit A and each individual Service Order along which the User Dark Fibers are or will be located.

“Zayo System” shall mean the integrated multi-conduit or overhead support strand, multi-ring fiber optic communication system comprised of Innerducts and other conduit tubing, Manholes, Handholes and the Cable located therein; and/or the aerial network system comprised of overhead support strand and Cable lashed thereupon. As used in this Agreement, the term “ZFS System” refers only to the multi-conduit or overhead support strand, multi-ring fiber optic communication system owned or acquired by ZFS and does not include (i) the telecommunications equipment and facilities of ZFS or any other Person located within such system and (ii) Lateral Spurs unless such are specifically depicted as part of the User Route or are associated with the Initial or Additional On-Net Buildings or On-Net Central Offices.

1.2    The following terms have the respective meanings ascribed to them in the Section indicated in the table below:

5

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

Term	Section
Connecting Points	9.1
Events of Force Majeure	21.1
Fiber Acceptance Testing	6.1
Finally Determined Taxes and Fees	16.5(b)
Lease	3.1
Lease Effective Date	8.1
Lease Fee	4.1
Routine Maintenance	10.1(a)
Acceptance Date	6.2
Completion Notice	6.1
Service Affecting Condition	10.2
Term	8.2
User Dark Fibers	3.1
User Media	9.1
User Maintenance Fee	Exhibit D

2.    The Zayo System

2.1    The Zayo System generally will follow the route and will connect the Segments as identified in Exhibit A and each individual Service Order. Zayo shall use commercially reasonable efforts to deliver to User a Completion Notice for the User Dark Fibers as identified in Exhibit A and for each Service Order on or before the respective Committed Delivery Date set forth in Exhibit A or the applicable Service Order.

2.2    The specific route and location of each Ring of the Zayo System, including the specific location of Manholes and Handholes, is subject to the Underlying Rights and Zayo's absolute discretion; provided, however, that Zayo shall not take action that is detrimental to User’s rights granted hereunder and the Zayo System will connect each Segment to form integrated multi‑conduit Rings, inclusive of Connecting Extensions, as generally identified in Exhibit A and each individual Service Order.

2.3    Notwithstanding anything to the contrary contained in this Agreement, Zayo may elect to acquire any portion of the Zayo System from third parties (whether by lease, sublease, indefeasible right of use or otherwise) in lieu of constructing and installing the Zayo System with respect to such portion; provided any such third party acquisition does not encumber or change User’s rights and privileges conveyed hereunder.

2.4    Notwithstanding anything to the contrary contained in this Agreement, Zayo may assign or subcontract to a third Person any or all of Zayo's duties or obligations to User under this Agreement (including Zayo's duties or obligations under Sections 5, 6, 9 and 10 herein), provided that Zayo shall remain obligated to User under the terms of this Agreement for any such duties.

3.    Grant of Rights in the Zayo System

3.1    As of the Acceptance Date for the (i) Initial User Dark Fibers, Initial On-Net Buildings and Initial On-Net Central Offices as described in Exhibit A, (ii) any renewals or Additional Services

6

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

Offerings added from time to time via a Service Order, or (iii) any additional services added from time to time via a Service Order underpricing, terms and conditions as mutually agreed upon by the Parties in such Service Order, and subject to the payment obligations provided in the Agreement or in a Service Order as applicable, Zayo grants to User and User receives from Zayo (a) a lease in the fiber optic strands of the Cable which will be specifically identified by Zayo prior to the Acceptance Date (the "User Dark Fibers"), and (b) the associated and nonexclusive right to use the Associated Property, all such rights upon and subject to the terms and conditions set forth in this Agreement or Service Order (collectively, the "Lease").

3.2    Except as expressly set forth herein, the Lease does not include the right of User to own, maintain, modify or revise the User Dark Fibers or the Associated Property, the right of physical access to the Zayo System, the right to encumber the Zayo System in any manner, or the right to use the Zayo System in any manner inconsistent with this Agreement.

3.3     User acknowledges and agrees that during the Term technological advances in optical fiber are likely to occur. Notwithstanding anything to the contrary contained in this Agreement, Zayo shall have the right to, upon not less than one hundred twenty (120) days written notice to User, substitute an equal number of dark fibers for the User Dark Fibers within any Segment or portion thereof (which alternative dark fibers shall thereupon constitute User Dark Fibers), provided that in such event, such substitution (a) shall be effected at the sole cost of Zayo and Zayo will reimburse User for reasonable, substantiated direct costs incurred by User as a result of the substitution, (b) shall be performed in accordance with the specifications and procedures set forth in Exhibit C, (c) shall incorporate fiber optic strands meeting or exceeding the specifications set forth in Exhibit C and shall be tested in accordance with Fiber Acceptance Testing and Article 6, (d) shall not change the Demarcation Points or Connecting Points, and Zayo shall use commercially reasonable efforts to minimize any interruption or interface with the operation of the User Dark Fibers. Neither this Agreement nor the Lease granted hereby conveys any form or type of title in any real or personal property, including the Zayo System, any Segment, the User Dark Fibers or any portion of any of the foregoing. The Parties intend that this Agreement constitutes a true lease of the User Dark Fibers and not a sale of the User Dark Fibers.

3.4     From time to time, User may order additional services from Zayo based on (i) the Additional Services Offerings contained in Exhibit B, or (ii) any additional services added from time to time via a Service Order underpricing, terms and conditions as mutually agreed upon by the Parties in such Service Order. The Parties will execute a service order following the format of Exhibit B-1 (a "Service Order") setting forth, without limitation, applicable renewals, the number of User Dark Fibers, applicable On-Net Buildings, applicable On-Net Central Office Buildings, Demarcation Points, Lease Fee (as defined below), User Maintenance Fee, if any, Committed Delivery Date, estimated installation charges, if any, and all fees and any other relevant terms agreed upon by the Parties. Upon execution by Zayo and User, each new Service Order is automatically incorporated into and subject to the terms of the Agreement.

4.    Payment

4.1     In consideration of the grant of the Lease hereunder by Zayo to User, User agrees to pay to Zayo for (i) the Initial User Dark Fiber, Initial On-Net Buildings and Initial On-Net Central Offices, User Maintenance Fee, the Additional User Dark Fiber Option Payment, and Associated Property, all as specified in Exhibit A, and/or for (ii) Additional Services Offerings contained in Exhibit B, as added from time to time via a Service Order, and/or for (iii) additional services as may be added from time to

7

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

time via a Service Order underpricing, terms and conditions as mutually agreed upon by the Parties in such Service Order (collectively "Lease Fee"). User shall pay such fees thirty (30) days from receipt of invoice.

4.2    Payment of the Initial User Dark Fiber Lease Fee described in Exhibit A shall be made by wire transfer of immediately available funds in accordance with wire instructions to be provided by Zayo. Payments of all other amounts by User hereunder may be made by company check of immediately available funds payable to Zayo.

4.3    If a Party fails to make any payment under this Agreement when due, then, in addition to such sum and to any other rights and remedies the unpaid Party may have, the non-paying Party shall pay interest on such unpaid amount at the Interest Rate. Notwithstanding the foregoing, no interest shall accrue on any withheld payment that is disputed in good faith by a Party while such dispute is pending. If such dispute is later resolved against the non-paying Party, such amount shall bear interest from the date when due until paid at the Interest Rate.

4.4     In addition to the amounts payable under Section 4.1, User shall be responsible to pay directly or reimburse Zayo, as requested by Zayo, for all other pre-approved sums, costs, fees and expenses that are required to be paid under this Agreement, including the User Maintenance Fee as defined in Exhibit A for Routine Maintenance. Zayo will invoice User for all pre-approved sums, costs, fees and expenses owed by User to Zayo, and User shall pay such invoices within thirty (30) days of receipt of the invoice. The User Maintenance Fee shall be invoiced monthly during the Term and during any extension of the Term. Zayo reserves the right to direct payment of the Lease Fee, the User Maintenance Fee and any other fees or charges to Zayo or to any other party.

4.5    All payments made by User under this Article 4 shall be made without any deduction or withholding for or on account of any Imposition.

4.6    Payment of Recurring Charges. If a recurring charge is specified in a Service Order, Zayo will invoice User in advance of each period (but not more than thirty (30) days in advance) for the recurring charge and User will pay the recurring charge within thirty (30) days of the invoice date. Unless otherwise provided in the Service Order, Zayo will begin to invoice the recurring charge on the Acceptance Date. Invoices for partial months will be prorated.

Both Parties agree that the fixed pricing for the Initial User Dark Fibers, Initial On-Net Buildings and Initial On-Net Central Offices as described in Exhibit A, or any renewals or Additional Service Offerings as described in Exhibit B, shall continue to be applicable for the Initial or Renewal Term (as applicable) solely for the fibers and services described in Exhibit A and Exhibit B. Notwithstanding the above, any new User Dark Fibers, on-net buildings, on-net central offices and/or additional services that are not included in Exhibit A and/or Exhibit B may be requested by User from time to time via a Service Order mutually agreed upon by the Parties. The pricing, terms and conditions for such new User Dark Fibers, on-net buildings, on-net central offices and/or additional services shall be negotiated on an individual case basis between the Parties.

5.    Construction of the Zayo System

8

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

5.1    Zayo shall, at Zayo's sole cost and expense, be responsible for and shall effect the design, engineering, installation and construction of the Zayo System in accordance with the construction specifications set forth in Exhibit C. Nothing contained in this Agreement shall prohibit Zayo from commencing construction on any part of the Zayo System prior to obtaining the Underlying Rights for the entire System Route. If such Underlying Rights are not obtained as of the Completion Date, User at its option may either request an alternate Segment between the affected Connecting Points or terminate such affected portion of the System Route without charge or liability.

5.2    Except as may be expressly provided herein, Zayo shall, at Zayo's sole cost and expense, procure all materials to be incorporated in and to become a permanent part of the Zayo System.

5.3    User shall have the right, upon written request, to inspect the installation, splicing and testing of the User Dark Fibers; provided that User shall not enter a Manhole or access a Handhole or a User Handhole without an escort by an Zayo employee. On User's written request, Zayo shall make available for inspection by User, at Zayo's offices during Zayo's normal business hours, copies of all information, documents, agreements, reports, permits, drawings and specifications that are material to the grant of the Lease to User, to the extent that their terms or other legal restrictions permit disclosure. Zayo may redact confidential or proprietary business terms. Zayo represents that terms or conditions contained in such information, documents, agreements, reports, permits, drawings and specifications do not encumber or change User’s rights and privileges conveyed hereunder.

5.4    Unless specified differently elsewhere in the Agreement, Zayo shall have full and complete control and responsibility for determining any routing configurations of the Zayo System and the location and configurations of all Manholes and Handholes (including User Handholes, if any). User shall have full and complete control and sole responsibility for selecting, purchasing and installing telecommunications equipment, for determining network and service configurations or designs, for re-grooming, rearrangement or consolidation of channels or circuits and for all related functions with regard to the use of the User Dark Fibers and the Associated Property. Unless specified differently elsewhere in the Agreement, User shall not enter a Manhole or access a Handhole or User Handhole.

5.5     User acknowledges and agrees that Zayo is not supplying nor is Zayo obligated to supply to User any optronics or electronics or optical or electrical equipment, or other equipment, or any electrical power or power equipment, all of which are solely the responsibility of User, nor is Zayo responsible for performing any work other than as expressly specified in this Agreement.

6.    Testing and Acceptance of User Dark Fibers

6.1    Unless specified differently elsewhere in the Agreement or Service Order, Zayo shall test the User Dark Fibers in accordance with the procedures specified in Exhibit C (“Fiber Acceptance Testing”). Zayo shall provide User reasonable advance notice of the date and time of each Fiber Acceptance Testing such that User shall have the opportunity to have User personnel present to observe the Fiber Acceptance Testing. When Zayo has determined that the results of the Fiber Acceptance Testing show that the User Dark Fibers, with respect to all Segments included within Exhibit A or a Service Order, have been installed and are operating in conformity with the applicable specifications set forth in Exhibit C, Zayo shall promptly provide User written notice of the same (a “Completion Notice”) and a copy of such test results.

9

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

6.2    Within fifteen (15) days of receipt of a Completion Notice or as extended by mutual agreement of the Parties, User shall provide Zayo with a written notice accepting or rejecting the User Dark Fibers with respect to such Service Order, specifying in reasonable detail, if rejected, the defect or failure in the Fiber Acceptance Testing (including any fiber performance failure with regard to [***] testing requirements contained in Exhibit A as they relate only to the Initial Dark Fibers). If User fails to notify Zayo of its acceptance or rejection of the Completion Notice within [***] days following User's receipt of the same, or as extended by mutual agreement of the Parties, User shall be deemed to have accepted the applicable User Dark Fibers. The date of such notice of acceptance or deemed acceptance of the User Dark Fibers with respect to Exhibit A or an entire Service Order shall be the “ Acceptance Date.” In the event of any good faith rejection by User, Zayo shall take such action as reasonably necessary, and as expeditiously as practicable, to correct or cure such defect or failure, and the process of Fiber Acceptance Testing, notice to User and acceptance shall be repeated with respect to such rejected User Dark Fibers until User acceptance is obtained. If User acceptance has not been obtained within [***] days of the Completion Notice, solely as a result of a technical noncompliance with applicable specifications, User may terminate the applicable User Dark Fiber and be released from its obligations with regard to such User Dark Fiber. The foregoing notwithstanding, if User uses any portion of the applicable User Dark Fiber to carry traffic for any purpose other than testing prior to acceptance, such use shall constitute acceptance of such portion of such User Dark Fiber.

6.3    Upon execution of this Agreement Zayo shall provide user with current As-Built Drawings for the Initial User Dark Fiber. Within ninety (90) days after the Acceptance Date for the Initial User Dark Fiber, Zayo shall provide User with As‑Built Drawings and technical specifications of the Initial User Dark Fibers and all associated splices. Within sixty (60) days after the Acceptance Date for each Service Order, Zayo shall provide User with the As‑Built Drawings for such Service Order and technical specifications of the User Dark Fibers and associated splices located within such Segment.

7.    Installation of User Equipment.

7.1    The installation, use, repair, maintenance and replacement of User Equipment shall be the sole responsibility of User, and Zayo shall have no obligation or liability under this Agreement or otherwise to install, maintain, repair or replace any User Equipment unless damage to the User Equipment is due to Zayo’s negligence or intentional misconduct.

7.2    User represents and agrees that it will use and operate the User Dark Fibers and use, operate, maintain, repair and replace the User Equipment in compliance with and subject to the Underlying Rights Requirements and all applicable codes, ordinances, laws, rules and regulations. Notwithstanding anything to the contrary contained herein, User shall secure and shall maintain in full force and effect any and all necessary Underlying Rights Requirements required for the installation, use, operation, maintenance, repair and replacement of the User Equipment on the Premise Side of the Demarcation Points.

7.3    User shall not use its facilities, including without limitation the User Dark Fibers and the User Equipment, in a way that adversely interferes in any way with or adversely affects the use of the Zayo System or any Cable therein or other equipment and facilities of any Person (including Zayo) using the Zayo System. User's facilities, including without limitation the User Dark Fibers and the User Equipment, shall not endanger or damage the Zayo System and shall not create an unreasonable risk of damage to property or injury or death to Zayo or its employees or agents. User acknowledges that the Zayo System includes or will include other participants, including Zayo and other owners and users of

10

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

telecommunications systems. Zayo acknowledges that it places similar requirements and restrictions on the other participants, including Zayo and other owners and users of telecommunications systems, with regards to protecting User Dark Fibers and User Equipment and such use by other participants will not interfere with Users use of the User Dark Fibers.

7.4    Zayo shall have the right, but not the duty, to make periodic or spot inspections at any time of User's facilities placed within the Zayo System, including the User Equipment, and the right, but not the duty, to be present at and to monitor all work by User relating to the Zayo System, including any access to any User Handholes. Such inspections and monitoring may be conducted for the purpose of determining whether facilities placed in the Zayo System and work relating to the Zayo System are in compliance with the terms of this Agreement. Zayo may charge User for the Costs of inspection and monitoring only if the inspection or monitoring reflects that User is in substantial noncompliance with the terms of this Agreement and such noncompliance materially affects the Zayo Network. If Zayo reasonably determines that any User Equipment is not in compliance with the terms of this Agreement, User shall, upon written notice from Zayo, bring its facilities into material compliance within seventy-two (72) hours of such written notice or, at a minimum, commence curative measures within forty-eight (48) hours and exercise reasonable diligence to complete such measures as soon as possible thereafter. If User fails to take curative action within seventy-two (72) hours or if the non‑compliance is of a character which poses an immediate and substantial threat of damage to property, injury or death to any Person, or if the non‑compliance is material interference/impairment of the Zayo System or any use of the Zayo System by Zayo or any other Person using the Zayo System and User has not corrected such non‑compliance within two (2) hours of receiving written or verbal notice from Zayo , then Zayo may take such action as it deems appropriate to correct the violation, including the interruption of electrical power to any User Equipment, directing User or any contractor of User to immediately suspend work relating to the Zayo System, and limiting, terminating or refusing access to any part of the Zayo System. In addition, should Zayo, in its sole discretion, determine or believe that conditions exist that jeopardize the health or safety of persons or property, or that a violation exists of any of the Underlying Rights Requirements, including Georgia Department of Transportation regulations or Occupational Safety & Health Administration regulations, then Zayo may direct that all work or use by User or others relating to the Zayo System be immediately and temporarily suspended until such time as the Parties may resolve the violation or condition. Such temporary suspension shall not entitle either Party to any damages from the other Party for delay in performance. Zayo will endeavor, but is not required, to provide notice to User prior to taking such action and shall have no liability to User for any damages arising from such action, except to the extent that such action by Zayo constitutes negligence or willful misconduct. If User undertakes the curative measures, upon completion of the work, User shall provide to Zayo record documents, to include As‑Built Drawings, indicating all work performed. If Zayo performs the curative measure, Zayo shall provide to User record documents, to include As‑Built Drawings, regarding the curative measures taken to bring User’s facilities into compliance. All work shall be performed in accordance with Exhibits C and D, as applicable. User shall pay and reimburse Zayo for one hundred percent (100%) of all Costs incurred by Zayo in taking such action plus a management fee equal to fifteen percent (15%) of such Costs, within thirty (30) days of User's receipt of Zayo's invoice therefore.

8     Term, Renewal, Early Termination

8.1    The Lease with respect to the User Dark Fibers shall become effective on the relevant Acceptance Date for the User Dark Fibers in Exhibit A and any Service Order (the "Lease Effective Date"). The term of the Lease shall extend for the period thereafter that is set forth in Exhibit A or the applicable Service Order (the "Initial Term").

11

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

8.2    Renewal

(a)    Subject to the termination rights of the Parties under this Agreement, User shall have the right within its sole discretion to renew the term of this Lease for the Initial User Dark Fibers, the Initial On-Net Central Offices, and any Service Orders for Additional On-Net Central Offices and Additional User Dark Fiber, by providing [***] days written notice prior to expiration of the Initial Term. Renewal shall be for the term and at the rates set forth in Exhibit B selected by User (the “Renewal Term”). The Initial Term and Renewal Term shall be collectively referred to as the “Term”.

(b)    Subject to the termination rights of the Parties under this Agreement, upon the expiration of any Initial Term or renewal term for an Initial On-Net Building, and any Service Orders for Additional On-Net Buildings, each such term shall automatically renew for successive one (1) year periods at the [***] (the “Renewal Term”), unless User provides written notice of its desire not to renew the term within the one hundred eighty (180) day period prior to such term expiration. The Initial Term and Renewal Term shall be collectively referred to as the “Term”.

8.3    If, anytime between the Acceptance Date and the end of the Initial Term, User (i) materially breaches this Agreement, (ii) determines in its absolute discretion that any of the User Dark Fibers have reached the end of their useful life, or (iii) otherwise terminates for convenience and without cause its Lease in any of the User Dark Fibers, then: (a) User shall not be entitled to a refund of any of the consideration paid for the Initial User Dark Fibers or any applicable Service Order thereafter; (b) all fees, costs, and other expenses incurred prior to the termination date with respect to the applicable User Dark Fibers being terminated shall be immediately due and payable to Zayo by User; and (c) except as provided in Section 11.3, User shall pay termination liability charges. Such termination liability charges shall consist of: (1) the net present value of the monthly Lease Fees for the remainder of the Initial Term for any terminated Initial On-Net Buildings and Initial On-Net Central Offices in Exhibit A, calculated at a discount rate of [***], and (ii) the net present value of the monthly Additional User Dark Fiber Option Payment for the remainder of the Initial Term for any terminated Initial User Dark Fibers in Exhibit A, calculated at a discount rate of [***]. Furthermore, User agrees to reimburse all reasonable Costs incurred by Zayo to restore the Zayo System to the state in which it existed prior to configuring the Initial User Dark Fibers.

9.    Connection Services, Splicing and Access to User Dark Fibers

9.1    GLN agrees that it will connect User's fiber optic cable, fiber optic strands or other compatible transmission media (“User Media”) with the User Dark Fibers at Demarcation Points or at other connecting points along the User Route (collectively, the "Connecting Points"). All connections of the User Dark Fibers to the User's Media, and work with respect to the Connecting Points that is contained in the Zayo system, shall be performed solely by Zayo. It is the responsibility of User, at its sole cost and expense (i) to construct and install User’s Media to the requested Connecting Points and (ii) to obtain Underlying Rights Requirements with respect to the Premises Side of the Connecting Points. Zayo may provide assistance to User in obtaining Underlying Rights Requirements, in Zayo’s sole discretion. Any such assistance by Zayo will not relieve User of its responsibility to obtain Underlying Rights Requirements as necessary with respect to the Premises Side of the Connecting Points.

9.2    The Parties agree that Connection Points shall be established through one of the following methods, subject to Section 9.3:

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

(a) Where the User Dark Fiber passes through existing splice cases contained in Manholes or Handholes, User Media may be installed into such Handhole or Manhole and connected to the splice case and User Dark Fiber contained therein; provided the splice case has available ports and splicing trays to support such connection or can be retrofitted to facilitate the splicing requirement; and

(b) Where User desires Zayo to install a [***] into User Dark Fiber to accommodate connection to a User Media, such [***] may be installed into any [***] to provide required Connection Points, provided such [***] or [***] contains available slack or excess Cable, or that such slack or excess Cable can be moved from other [***] or [***] to the subject [***]. The slack or excess Cable is required to facilitate a [***] to allow the installation of a [***] and connection of the User Dark Fiber to User Media within such [***]; and

(c) If technically feasible and subject to Zayo’s reasonable approval on a case by case basis, User Media may be connected to the User Dark Fiber by installing User [***] that [***] the Innerduct and User Dark Fiber Cable contained therein. Zayo will move available slack or excess Cable to this location to facilitate installation of a [***] and connection of the User Dark Fiber to User Media within such [***].

(d) Where the User Dark Fiber is mounted on a pole line and it (i) passes through an existing splice case and there are available ports and splicing trays to support such connection or the splice case can be retrofitted to facilitate the splicing requirement, or (ii) requires a [***] to [***] and there is available slack or excess Cable that can be moved to facilitate the [***], then such Connection Point will be built with underground construction. Zayo will build a Cable with User Dark Fiber from the [***] on the pole line to a Zayo [***]; User will build a [***]; Zayo and User shall construct a tie-in between the [***]; the Cable containing the User Dark Fiber will be installed into [***]; and User will splice said Cable into a User owned and controlled [***].

9.3    During the Term User may need to access the User Dark Fiber via the AGLN System, including Demarcation Points and Connecting Points. AGLN grants such access, under the following conditions:

(a) Except in the case of emergency Unscheduled Maintenance, User must give a minimum of [***] prior notice (unless otherwise agreed to by the Parties in writing) to Zayo of User’s desire to have Zayo perform work on the User Dark Fiber, at User’s Cost;

(b) Zayo, at User’s Cost, shall perform all work within the Zayo System on the User Dark Fiber that has been requested by User under Section 9.2 (a) and (b) above;

(c) Zayo, at User’s Cost, shall perform all work within the Zayo System on the User Dark Fiber that has been requested by User under Section 9.2 (c) above and approved by Zayo, such approval not to be unreasonably conditioned, withheld or delayed;

(d) Zayo shall perform User’s requested work within [***] days of receipt of written notice, provided that the work does not require excavation, penetration of manholes (core boring), installation of new splice cases, or more than forty (40) man hours of work;

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

(e) If User requested work requires excavation, penetration (core boring) of manholes or installation of new splice cases, Zayo shall complete and deliver an engineering review to User within [***] days of receipt of User’s request. Engineering reviews will be in accordance with Sections 9.2 and 9.3 and will identify estimated Cost to be paid by User and timelines for completing the requested work. Zayo shall perform User’s requested work within [***] days of receipt of written notice. Notwithstanding the above, User acknowledges that material delays may occur in the issuing of permits by governmental authorities or third parties and such delays would be considered an Event of Force Majeure for the purposes of this Section 9.3 provided that said delays are not resulting from Zayo’s failure to timely submit permit applications or requests to said governmental authorities or third parties;

(f) Unless caused by an event of Force Majeure, in the event Zayo is unable or fails to provide User access or services as provided for under this Section 9.3, User shall provide written notice to Zayo of such failure and if such failure is not cured within [***] days after receiving notice, [***] may [***] pursuant to Exhibit E (Section 3 and/or Section 4) of this Agreement.

9.4     Nothing herein shall be construed to require User to use Zayo to construct or install User lateral conduits, adjacent User manholes/handholes or other User facilities not a part of the Zayo System.

9.5    If User desires Zayo to provide additional Connecting Points at On-Net Buildings or On-net Central Office locations, User shall notify Zayo in writing of such request. Zayo, in its reasonable discretion, shall determine if any such requested Connecting Point (i) is feasible from a technical standpoint and with respect to the Underlying Rights and (ii) will not interfere with the Zayo System. If it is determined that such work can proceed, the Parties will develop a Service Order per the procedures as described in Exhibit B. For executed Service Orders, Zayo will submit to User a set of As‑Built Drawings within sixty (60) days after work completion.

9.6    Unless otherwise agreed to in a new Service Order, both Parties agree that User shall not have the same access rights (as set forth under Article 9 of the original Agreement) to tie in User facilities with the User Dark Fibers, under a new Service Order. The pricing, terms and conditions for such new Connecting Points placed under a Service Order, if any, shall be negotiated on an individual case basis between the Parties.

10.Maintenance and Repair of the Zayo System

10.1    From and after the Lease Effective Date with respect to each Segment, the maintenance of the Zayo System and Cable within such Segment shall be provided in accordance with the maintenance requirements and procedures set forth in Exhibit D, and in accordance with the fiber specifications set forth in Exhibit C. User agrees to pay the User Maintenance Fee for Routine Maintenance and to reimburse Zayo for non‑Routine Maintenance in accordance with the provisions of this Section 10 and Exhibit D.

(a)     Routine Maintenance. During the Term, Zayo shall provide, or cause to be provided by contractors selected by Zayo, all required Routine Maintenance of the Zayo System and the User Dark Fibers in accordance with the provisions set forth in Exhibit D. "Routine Maintenance" means the work specifically identified as Routine Maintenance in Exhibit D, provided that Routine Maintenance excludes (i) work for which User is obligated to reimburse Zayo pursuant to other Sections

14

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

of this Agreement (including Article 9), (ii) work necessitated by User's negligence or willful misconduct, or (iii) User's elective maintenance or repair requests.

(b)     Non‑Routine Maintenance. Except as otherwise provided in the last sentence of this Section 10.1(b), User shall pay and reimburse Zayo for User's proportionate share of all Costs incurred by Zayo in connection with non‑Routine Maintenance of the Zayo System and the User Dark Fibers (including repairs required as a result of Cable cuts or natural or man‑made disasters), within thirty (30) days of User's receipt of Zayo's undisputed invoice therefore, provided such non‑Routine Maintenance (i) is not work necessitated by Zayo’s negligence or willful misconduct, (ii) is not the result of Zayo's or a third party user’s elective maintenance or repair requests, and (iii) Costs reflect reimbursements that Zayo may receive from a liable third party and such are proportionately credited to User’s proportionate cost share. User’s proportionate share of such Costs shall be determined and allocated as follows: (a) if the affected portion of the Zayo System includes any Innerduct other than the Innerduct housing the User Dark Fibers, the total Costs first shall be allocated equally among all of the affected Innerducts and the Innerducts housing other dark fiber; and then the Costs allocated to the Innerduct housing the User Dark Fibers shall be allocated based on the ratio to which the number of User Dark Fibers bears to the total number of fibers in such Innerduct; or (b) if the affected portion of the Zayo System does not consist of any Innerduct other than the Innerduct housing the User Dark Fibers, the Costs shall be allocated based on the ratio to which the number of User Dark Fibers bears to the total number of fibers within the affected portion of the Zayo System. Notwithstanding the first sentence of this Section 10.1(b), to the extent such non‑Routine Maintenance relates to (i) work necessitated by User's negligence or willful misconduct or (ii) User's elective maintenance or repair requests, User shall pay and reimburse Zayo for one hundred percent (100%) of all Costs incurred by Zayo in connection with such non‑Routine Maintenance plus a management fee for such work equal to fifteen percent (15%) of such Costs, within thirty (30) days of User's receipt of Zayo's invoice therefore.

10.2    From and after the Acceptance Date with respect to each Segment, in the event that all or any part of the Zayo System within such Segment is damaged or destroyed such that a Service Affecting Condition exists regarding a User Dark Fiber, Zayo shall use commercially reasonable efforts to resolve such Service Affecting Condition utilizing the procedures described in Exhibit D. Notwithstanding anything contained herein to the contrary, Zayo shall not incur any liability to User by reason of a Service Affecting Condition, except its obligation to resolve such Service Affecting Condition as set forth in this Section 10.2, and User shall not be entitled to any credits for Lease Fees or for any other payment paid or to be paid by User pursuant to this Agreement by reason of such Service Affecting Condition. For purposes of this Section 10.2, "Service Affecting Condition" shall be as defined in Section 5 of Exhibit D, except where the condition is caused by a deficiency in the User Equipment, in which event it shall not be a Service Affecting Condition.

10.3     User shall have no right to physically access the Zayo System, or the Cable or to maintain, adjust, align or attempt to repair the User Dark Fibers or Zayo System, except as set forth in this Agreement, unless [***], or with Zayo’s consent. Any User access to the Zayo System, as stated above, shall be pursuant to Exhibit E of this Agreement.

11.    Permits; Underlying Rights; Relocation

11.1    Subject to the terms and provisions of this Agreement, Zayo agrees to obtain and maintain during the Term all Underlying Rights necessary for its construction, installation, maintenance and repair of the Zayo System and necessary for Zayo to grant User the Lease hereunder. The Lease is subject to

15

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

the terms of the Underlying Rights, and subject to the terms under which the Underlying Rights are owned or held by the grantor of the Underlying Rights, including covenants, conditions, restrictions, easements, reversionary and other interests, bonds, mortgages and indentures, and other matters, whether or not of record, and to the rights of tenants and licensees in possession. The Lease granted hereunder is further subject and subordinate to the prior right of the grantor of the Underlying Rights to use the right of way for other activities, including railroad operations, telecommunications uses, pipeline operations or any other purposes, and to the prior right of Zayo to use its rights granted under the Underlying Rights. The rights granted to User herein are made expressly subject to each and every limitation, restriction, condition or reservation in or affecting the Underlying Rights. In the event Zayo fails maintain the Underlying Rights as required under this Section 11.1, at User’s option: (i) Zayo shall use commercially reasonable efforts to obtain an alternate right of way for the affected Segment of the Zayo System; provided that User elects to participate in use of such alternate right of way, the Parties shall share the Costs of obtaining an alternate right of way in the manner described in Section 11.4, or (ii) in the event User does not elect to participate in use of such alternate right of way, the affected Segment of the User Dark Fiber under this Agreement shall terminate and Zayo shall refund to User the aggregate unamortized amount of the Lease Fees that have been paid by User to Zayo for the User Dark Fibers in the affected Segment.

11.2    At any time following the Initial Term, upon the expiration, non‑recognition or other termination of an Underlying Right that is necessary in order to grant, continue or maintain an Lease granted hereunder in accordance with the terms and conditions hereof, Zayo shall use commercially reasonable efforts to obtain an alternate right of way for the affected portion of the Zayo System. Provided that User elects to participate in use of such alternate right of way, the Parties shall share the Costs of obtaining an alternate right of way in the manner described in Section 11.4. In the event User does not elect to participate in use of such alternate right of way, the Lease for the affected portion of the User Dark Fiber under this Agreement shall terminate without further obligations of either Party.

11.3    If, after the Acceptance Date with respect to any Segment, Zayo is required to relocate all or any portion of the User Dark Fiber: (i) if a third party (including a grantor of an Underlying Right) with legal authority to do so orders such relocation or exercises its power of eminent domain (e.g., through filing or threatening to file a condemnation suit), or (ii) in order to comply with applicable laws, or (iii) if Zayo determines that relocation is necessary or desirable for the operation of its business (“Voluntary Relocation”), then Zayo shall have the right to direct such relocation or Voluntary Relocation, including, but not limited to, the right to determine the extent of, the timing of, and methods to be used for such relocation provided that any such relocation: (a) shall be constructed in accordance with the specifications and requirements set forth in this Agreement; and (b) shall not unreasonably interrupt service or use of the User Dark Fiber. Voluntary Relocation of the User Dark Fiber will be at Zayo’s sole expense and Zayo will give User at least one hundred eighty (180) days prior written notice (or such lesser time that Zayo may have received) of any such Voluntary Relocation. In the case of a Voluntary Relocation, Zayo will reimburse User for any reasonable direct costs incurred by User as a result of the relocation, provided that, upon request by Zayo, User shall provide supporting documentation of such costs. For relocations other than Voluntary Relocations, Zayo will give User at least one hundred eighty (180) days prior written notice (or such lesser time that Zayo may have received) of any such relocation and such notice shall include an estimate of the costs which are likely to be incurred in connection with such relocation. User will have the option, exercisable in writing within thirty (30) days after receipt of written notice of such relocation from Zayo, to participate in the relocation with respect to the affected User Dark Fibers. In the event that User chooses not to participate in the relocation, then User will be permitted (at User's cost) to connect into the remaining segments at mutually agreeable

16

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

System Connecting Points. In addition, if User does not participate in such relocation, the Lease for the affected portion of the User Dark Fibers under this Agreement shall terminate without further obligations of either Party. If User chooses to participate in the relocation, User shall reimburse Zayo (to the extent Zayo has not been reimbursed by third parties requiring said relocation) for a Pro Rata Share (as defined in Section 11.4) of the costs incurred by Zayo for relocating the User Dark Fiber, provided that, upon request by User, Zayo shall provide supporting documentation of all such costs and amounts. Zayo shall use commercially reasonable efforts to obtain complete reimbursement from any third-party(ies) requiring relocation, including participation at its own expense in any form of eminent domain proceedings before User shall be required to pay its Pro Rata Share.

11.4    Provided User has agreed to participate, the portion of the Costs of obtaining alternate right of way as described in Section 11.2 and the Costs of relocating the affected portion of the Zayo System (or the amounts paid to the Person requiring relocation to avoid relocation) as described in Section 11.3 that have not been reimbursed by third-parties shall be allocated between the Parties as follows: (a) if the affected portion of the Zayo System includes any Innerduct other than the Innerduct housing the User Dark Fibers, the total Costs first shall be allocated equally among all of the affected Innerducts and the Innerducts housing other dark fiber; and then the Costs allocated to the Innerduct housing the User Dark Fibers shall be allocated based on the ratio to which the number of User Dark Fibers bears to the total number of fibers in such Innerduct; or (b) if the affected portion of the Zayo System does not consist of any Innerduct other than the Innerduct housing the User Dark Fibers, the Costs shall be allocated based on the ratio to which the number of User Dark Fibers bears to the total number of fibers within the affected portion of the Zayo System.

11.5     Zayo shall deliver to User updated As‑Built Drawings with respect to the relocated portions of the Zayo System as soon as reasonably practicable (not to exceed ninety (90) days) following the completion of such relocation.

12.    Operation and Use of the Zayo System

12.1    User represents and agrees that it will use the User Dark Fibers, the User Equipment, the Lateral Spurs (if any) and the Associated Property in compliance with and subject to the Underlying Rights Requirements and any other applicable government codes, ordinances, laws, rules and regulations. Notwithstanding anything to the contrary contained herein, it shall be User’s sole responsibility to secure, or cause to be secured, prior to the Lease Effective Date, and maintain in full force and effect during the Term, any and all Underlying Rights Requirements and approvals, consents, rights of way, permits, franchises, licenses or similar approvals from all governmental and other authorities and any other Person which are necessary or required to be obtained by User for the use and operation of the User Dark Fibers, the User Equipment and the Associated Property by User. Upon written request of Zayo, User will deliver to Zayo copies of such approvals, consents, rights‑of‑way, permits, franchises, licenses or similar approvals, within a reasonable time period. In the event User fails to obtain any Underlying Rights Requirements, Zayo shall provide User a commercially reasonable period of time and opportunity to obtain such Underlying Rights Requirement(s). Such inability of User to obtain any Underlying Rights Requirement shall not relieve the User from any of its payment obligations with respect to the effected portion of the User Dark Fibers.

12.2    Zayo agrees and acknowledges that it has no right to use the User Dark Fibers during the Term hereof and that, from and after the Lease Effective Date and subject to Section 23.3, Zayo shall keep the User Dark Fibers free from (i) any liens or encumbrances of any third Person attributable to

17

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

Zayo and (ii) any other rights or claims of any third Person attributable to Zayo, which in either case are superior to the rights of User.

12.3    Subject to the limitations set forth in this Agreement and to the restrictions set forth in the Underlying Rights, User shall use the User Dark Fibers and the Associated Property solely for the purpose of lawfully providing Telecommunications Service, as defined by the Communications Act of 1934, as amended by the Telecommunications Act of 1996. User agrees and acknowledges that it has no right to use any of the Cable that is part of the Zayo System, other than the User Dark Fibers. User shall keep any and all of the Zayo System free from any liens, rights or claims of any third Person attributable to User, except that User may encumber the Lease in the User Dark Fibers granted to User, on the condition that User shall provide to Zayo an agreement from any such lien holder that the interest of any lien holder is subordinate to the interest of Zayo in and to the User Dark Fibers and the Associated Property.

12.4    User and Zayo shall promptly notify each other of any matters pertaining to, or the occurrence (or impending occurrence) of, any event which would be reasonably likely to give rise to any damage or impending damage to or loss of the Zayo System that are known to such Party.

12.5    User and Zayo each agrees to cooperate with and support the other in complying with any requirements applicable to their respective rights and obligations hereunder. Without limiting the generality of the foregoing, User agrees to provide to Zayo, promptly upon written request by Zayo, a detailed description of its uses of the User Dark Fibers and Associated Property and any other information regarding its use of the User Dark Fibers and the Associated Property reasonably requested by Zayo in order to enable Zayo to comply with any reporting requirements imposed on Zayo under any of the Underlying Rights. Such information will not include User’s customer information or information concerning the content of transmissions.

13.    Indemnity

13.1    Subject to the provisions of Article 14, AGLN hereby agrees to indemnify, defend, protect and hold harmless User and its Affiliates, and their employees, officers, directors and agents (the "User Indemnified Persons"), from and against, and assumes liability for all demands, suits, actions, damages, claims, losses, fines, judgments, costs and expenses (including reasonable attorneys', accountants' and experts' fees and disbursements) of any character (“Claims”) (a) suffered or incurred by the User Indemnified Persons or any of them because of the death of any Person, or any injuries or damage received or sustained by any Persons or property which in whole or in part arise on account of the negligent acts or omissions, of AGLN in the construction of the AGLN System and/or in the performance or non–performance of its repair and maintenance obligations or exercise of its rights under this Agreement, including any material violation by AGLN of any regulation, rule, statute or court order of any governmental authority applicable thereto; or (b) under the workers compensation laws asserted by any employee of AGLN or its agents, contractors, customers or any other Person providing goods or services for or on behalf of any of the foregoing in connection with this Agreement suffered or incurred by the User Indemnified Persons or any of them. AGLN’s indemnification obligations hereunder shall not be applicable to any Claims to the extent caused by, arising out of or in connection with the negligence, intentional acts or omissions or misconduct of the User Indemnified Persons or any of them.

18

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

13.2    Subject to the provisions of Sections 14.1 and Section 14.4, User hereby agrees to indemnify, defend, protect and hold harmless AGLN and its Affiliates, and their employees, officers, directors and agents (the "AGLN Indemnified Persons"), from and against, and assumes liability for all Claims (as defined in Section 13.1) (a) suffered or incurred by the AGLN Indemnified Persons or any of them because of the death of any Person, or any injuries or damage received or sustained by any Persons or property (including without limitation, the AGLN System) which in whole or in part arise on account of the negligent acts or omissions, of User in the performance or non‑performance of its obligations or exercise of its rights under this Agreement, including any violation by User of any Underlying Right Requirements or any regulation, rule, statute or court order of any governmental authority applicable thereto (b) under the workers compensation laws asserted by any employee of User, or its agents, contractors, customers or any other Person providing goods or services to any of the foregoing in connection with this Agreement, and suffered or incurred by the AGLN Indemnified Persons or any of them; (c) suffered or incurred by the AGLN Indemnified Persons or any of them and arising out of or resulting from User's (i) negligent or reckless use or operation of the User Dark Fibers, Associated Property, or the negligent or reckless use, operation, installation, repair, maintenance or replacement of the User Equipment, or (ii) the violation of any Underlying Rights Requirements applicable to User; or (d) suffered or incurred by AGLN Indemnified Persons or any of them and arising out of, caused by, related to or based upon a contractual or other relationship between such claiming party and User as it relates to the User Dark Fibers, the User Equipment, the Underlying Rights Requirements or this Agreement, including any claim for interruption of service or in respect of service quality. User’s indemnification obligations hereunder shall not be applicable to any Claims to the extent caused by the negligence, intentional acts or omissions or misconduct of AGLN Indemnified Persons or any of them.

13.3    Any Party seeking indemnification hereunder ("Indemnitee") shall promptly notify the Party from whom indemnification is sought (“Indemnitor”) of the nature and amount of such claim and the method and means proposed by the Indemnitee for defending or satisfying such claim. The Indemnitor shall in good faith consult with the Indemnitee respecting the defense and satisfaction of such claim, including the selection of and direction to legal counsel, but the Indemnitor shall have the right to control the defense. The Indemnitee shall cooperate with Indemnitor in the conduct of the defense and neither Party shall pay or settle any such claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Indemnitee refuses to accept a settlement recommended by Indemnitor, and which Indemnitor is willing to pay in full, then after reasonable advance written notice to Indemnitee, Indemnitor shall be released from its indemnification and defense obligation.

13.4    Subject to Section 13.5, nothing contained herein shall operate as a limitation on the right of either Party hereto to bring an action for damages against any third Person, including indirect, special or consequential damages, based on any acts or omissions of such third Person as such acts or omissions may affect the construction, operation or use of the User Dark Fibers or the AGLN System, except as may be limited by Underlying Rights Requirements; provided, however, that each Party hereto shall assign such rights or claims, execute such documents and do whatever else may be reasonably necessary to enable the other Party to pursue any such action against such third Person.

13.5    Notwithstanding the foregoing provisions of this Article 13, to the extent AGLN is required under the terms and provisions of any Underlying Rights to indemnify the grantor or provider thereof from and against any and all claims, demands, suits, judgments, liabilities, losses or expenses arising out of or related to such Underlying Rights, regardless of the cause and regardless of whether

19

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

such claims, demands, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, actions or inaction of such grantor or provider and its employees, servants, agents, contractors, subcontractors or other Persons using the property covered by such Underlying Right, User hereby releases such grantor or provider from the same, regardless of whether such claims, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, willful misconduct or other action or inaction, of such grantor or provider or its employees, servants, agents, contractors, subcontractors or other Persons using the property covered by such Underlying Right.

14.    Limitation of Liability

14.1    NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT TO THE EXTENT CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY OR ITS AFFILIATES SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY OR ITS AFFILIATES OR CUSTOMERS FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER SUCH LIMITATION LEADS TO THE FRUSTRATION OF EITHER PARTY’S PURPOSE, INCLUDING WITHOUT LIMITATION, ECONOMIC LOSS OR LOST BUSINESS OR PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY), ALL CLAIMS FOR WHICH ARE HEREBY SPECIFICALLY WAIVED.

14.2    The Parties acknowledge and agree that on and after the relevant Acceptance Date, AGLN shall to the extent permitted by the terms thereof, assign to User any relevant vendors’ and manufacturers’ warranties applicable to the User Dark Fibers and the Associated Property, provided such assignment is without detriment to AGLN's rights under or with respect to such warranties in which case (or in case of non-assignability) AGLN, in its reasonable discretion, shall make a warranty claim at the request and on behalf of User. AGLN makes no warranty as to such User Dark Fibers and the Associated Property following the relevant Acceptance Date.

14.3.    The Parties expressly agree that no claim for losses or damages whatsoever in connection with this Agreement shall be made more than two (2) years after the date that the event giving rise to such claim is known or reasonably should have been known to the Party making such claim, and no claim for indemnity under the provisions of Article 13 shall be made more than two (2) years after the first notice of any claim received by the Party claiming under such indemnity provision.

14.4    Notwithstanding any provision of this Agreement to the contrary, the maximum liability of a Party if any, to the other Party or its Affiliates in connection with this Agreement shall be limited, in the aggregate, to a provable amount which shall be no greater than the aggregate unamortized amount of the IRU Fees that have been paid by User to AGLN for the User Dark Fibers in the affected Exhibit A or Service Order of the AGLN System for which the Claim is based and at the time the Claim is made; provided, however, that this limitation of maximum liability shall not apply to damages arising from the willful misconduct of either Party or its Affiliates; and provided further, that this limitation shall not restrict either Party's right to proceed for injunctive relief.

15.    Insurance

15.1    During the Term, each Party shall obtain and maintain for itself not less than the insurance set forth below:

20

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

(a)    Commercial general liability insurance for bodily injury (including death) and property damage which provides limits of not less than five million dollars ($5,000,000) per occurrence and five million dollars ($5,000,000) annual aggregate as respects products/completed operations, independent contractors and contractual liability and contractually assumed risks, if applicable.

(b)    Automobile insurance for bodily injury (including death) and property damage that provides total limits of not less than ten million dollars five million dollars ($5,000,000) per accident to all owned, non‑owned and hired vehicles; Coverage shall be endorsed to include the insurer's waiver of subrogation in favor of the other Party; and

(c)    Workers' Compensation and employers' liability insurance of not less than Georgia statutory limits. The policy shall include broad form all‑states/other states, if applicable coverage.

The above minimum requirements as to insurance coverage shall not limit the liability of either Party under this Agreement. The above limits may be satisfied using a combination of primary and excess coverage. Additionally, either Party shall be deemed to have satisfied the conditions of this Article if it maintains a self-insurance program with retention limits no greater than one million dollars ($1,000,000), together with excess liability insurance for the remaining limits.

15.2     Each Party shall obtain and maintain the insurance policies required above with insurance companies authorized to do business in the State of Georgia, and having an A.M. Best Rating of A- VII or better. The other Party, its Affiliates, and their officers, directors and employees, and any other Person entitled to indemnification hereunder, shall be named as additional insureds under the general and auto liability policies to the extent of such indemnification. Each Party shall provide the other Party with a certificate or certificates of insurance to such other Party showing that the Party has complied with the insurance requirements of this Section. Each insurance policy shall contain a provision providing the other Party with thirty (30) days advanced notice of any cancellation in coverage.

16.    Taxes, Fees and Other Governmental Impositions

16.1    The Parties acknowledge and agree that it is their mutual objective and intent to (a) minimize the aggregate Impositions payable with respect to the Zayo System, and (b) share such Impositions according to their respective interests in the Zayo System or as otherwise allocated in this Article. They agree to cooperate with each other and coordinate their efforts to achieve such objectives in accordance with the provisions of this Article.

16.2    Zayo shall be responsible for and shall timely pay any and all Impositions with respect to the construction or operation of the Zayo System which Impositions are (a) imposed or assessed with respect to a particular Segment prior to the relevant Segment Acceptance Date; or (b) imposed or assessed in exchange for the approval of the original construction of the Zayo System; or (c) that were assessed in return for the original right to install the Zayo System on public property or in public right of way. Notwithstanding the foregoing obligations, Zayo will have the right to challenge any such Impositions, so long as the challenge of such Impositions does not increase User's costs or materially, adversely affect the title, rights or property to be delivered to User hereto. User shall pay and be solely responsible for all sales, use, value added, consumption, gross receipts (other than in lieu of net income), excise, stamp or transfer taxes (collectively, “Transfer Taxes”), however designated arising from the grant of the Lease, charges for maintenance or other Zayo services contemplated by this Agreement, and shall indemnify

21

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

Zayo for all such taxes assessed against or paid by Zayo. The Parties to this Agreement acknowledge and agree that it is their mutual intent to treat the grant of the Lease as a transfer of real property interest.

16.3    Following the Acceptance Date:

(a)    User will be responsible for (i) any and all taxes expressly or implicitly imposed upon, based upon, or otherwise measured by the gross receipts, gross income, net receipts or net income received by or accrued to the User, and (ii) franchise fees or any other fee for the use of public right of way due to its respective interest in or use of the User Dark Fibers. User shall be responsible for any tax filings, payment, protest, audit and litigation related to the User obligations specified above. Upon reasonable request by AGLN, User shall provide proof of such filings and payments within sixty (60) days of such request. For those filings that User has neither filed nor paid taxes, and in the event that AGLN pays such taxes AGLN shall notify User of such taxes and User’s proportionate share of the taxes, and User shall promptly reimburse AGLN for User’s proportionate share of the taxes.

(b)    In the event that the Term of a Lease is less than fifteen (15) years, AGLN will be responsible for filing returns and paying all ad valorem property taxes (“Property Taxes”) imposed on, related to or assessed against the User Dark Fibers.

(i)    Upon reasonable request by User, AGLN shall provide proof of such filings and payments within sixty (60) days of such request.

(c)    In the event that the Term of a Lease is greater than fifteen (15) years, User will be responsible for filing returns and paying all “Property Taxes” imposed on, related to or assessed against the User Dark Fibers. Upon reasonable request by AGLN, User shall provide proof of such filings and payments within sixty (60) days of such request.

16.4    Zayo shall have the right to contest any Imposition (including by nonpayment of such Imposition). The out‑of‑pocket costs and expenses (including reasonable attorneys' fees) approved in writing in advance by User and incurred by Zayo in any such contest shall be shared by Zayo and User in the same proportion as to which the Parties would have shared in such Impositions as they were assessed. Any refunds or credits resulting from a contest brought pursuant to this Section 16.4 shall be divided between Zayo and User in the same proportion as separately determined or as originally assessed. In any such event, Zayo shall provide timely notice of such challenge to User.

16.5    User shall have the right to protest by appropriate proceedings any Imposition. In such event, User shall indemnify and hold Zayo harmless from any expense, legal action or cost, including reasonable attorneys' fees, resulting from User's exercise of its rights hereunder. Any refunds or credits resulting from a contest brought pursuant to this Section 16.5 shall belong solely to User and shall not be divided between Zayo and User.

(a)    The foregoing notwithstanding, Zayo, at its option and at its own expense, shall have the right to direct and manage any contest regarding an Imposition that relates to the Zayo System that affects the interest of Zayo; subject, however, to reasonable and appropriate consultation with User. User agrees to cooperate with Zayo in any such contest.

(b)    If User has exhausted all its rights of appeal in protesting any Imposition and has failed to obtain the relief sought in such proceedings or appeals ("Finally Determined Taxes and Fees"),

22

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

User and Zayo may agree to relocate a portion of the Zayo System to avoid the jurisdiction that imposes or assesses such Finally Determined Taxes and Fees (subject to the consent and participation of the other interest holders in the affected portion of the Zayo System). If User and Zayo do not determine to relocate the affected portion of the Zayo System, User shall have the right to terminate its use of the User Dark Fibers in the affected portion of the Zayo System. Such termination shall be effective on the date specified by User in a notice of termination, but not earlier than ninety (90) days after the notice. Upon such termination, the Lease in the affected portion of the Zayo System shall immediately terminate, and the User Dark Fibers in the affected portion of the Zayo System shall thereupon revert to Zayo without reimbursement of any of the Lease Fee or other payments previously made or due with respect thereto.

16.6    Zayo and User agree to cooperate fully in the preparation of any returns or reports relating to the Impositions. Zayo and User further acknowledge and agree that the provisions of this Article are intended to allocate the Impositions on procedures and methods of computation that are in effect on the date of this Agreement. Material changes in such procedures and methods could significantly alter the fundamental economic assumptions of the Parties underlying this Agreement. Accordingly, the Parties agree that, if such procedures or methods of computation change materially, the Parties will negotiate in good faith an amendment to this Article 16 to preserve, to the extent reasonably practicable, the economic intent and effect of this Article.

17.    Notices

17.1Notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments, designations, or other direction or communication hereunder by any Party to another shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier service; (iii) by the United States Postal Service, first class, certified mail, return receipt requested, postage prepaid; (iv) by computer email or (v) by prepaid telecopier, telex, or other similar means of electronic communication (followed by confirmation on the same or following day by overnight delivery or by mail as aforesaid). All notices given under this Agreement shall be addressed as follows:

USER:	tw telecom holdings inc.
	10475 Park Meadows Drive
	Littleton, CO 80124
	ATTN: Procurement Contracts Administrator

With a copy to:	General Counsel
	tw telecom holdings inc.
	10475 Park Meadows Drive
	Littleton, CO 80124

23

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

USER Billing Address:	tw telecom holdings inc.
	180 Peachtree Street
	Atlanta, GA 30303
	ATTN: VP/General Manager

AGLN:	AGL Networks, LLC
	1200 Smith Street
	Suite 900
	Houston, TX 77002
	Attn: Contract Management
	Facsimile: 832-397-3713

With a copy to:	General Counsel
	AGL Resources Inc.
	Ten Peachtree Place
	15th Floor
	Atlanta, Georgia 30308
	Facsimile: 404-584-3714

or to such other postal addresses, email addresses, or telecopier numbers of which the Parties have been advised in writing by any of the above-described means. Personal delivery to a Party or to any officer, partner, agent, or employee of such Party at its address herein shall constitute receipt. A Party's rejection or other refusal to accept notice shall also constitute receipt. Notwithstanding the foregoing, no notice of change of postal address, email address or telecopier number shall be effective until five (5) business days after the date of receipt thereof. Each Party agrees to promptly give the other Party notice of any change in its above listed, respective postal addresses, email addresses, telecopier numbers or contact persons.

18.    Confidentiality

18.1    (a)    Unless by mutual agreement of the Parties, or except to the extent directed by a court of competent jurisdiction or required by law or in order to enforce its terms, Zayo and User shall not disclose this Agreement or the terms hereof to any Person other than such Party's Affiliates, officers, employees, consultants, successors-in-interest, and/or to a potential merger partner, or acquirer in the course of due diligence for a merger or acquisition who are similarly bound hereby or who have signed a non-disclosure agreement.

(b)     Each Party acknowledges that it (the "Receiving Party") may be furnished with, receive or otherwise have access to Trade Secrets or Confidential Information of the other Party (the "Disclosing Party"). The Receiving Party shall not, except as expressly authorized or directed by the Disclosing Party, use, copy, or disclose, or permit any unauthorized Person access to, any Trade Secrets belonging to the Disclosing Party or any third Person; except that the Receiving Party may disclose Trade Secrets of the Disclosing Party to its consultants and financial and legal advisors (hereinafter "Consultants") and to potential merger partners or acquirers (“Corporate Transaction Parties”), provided such Consultants and/or Corporate Transaction Parties have a need to know and have executed

24

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

nondisclosure agreements obligating such Consultants and/or Corporate Transaction Parties to keep the Trade Secrets of the Disclosing Party confidential, or are otherwise bound by similar confidentiality obligations.

(c)    During the Term and for a period of two (2) years after the expiration or termination of this Agreement, whether such termination is at the instance of either Party, the Receiving Party will not use, copy, or disclose, or permit any unauthorized Person access to, any Confidential Information belonging to the Disclosing Party or any third Person; except that the Receiving Party may disclose Confidential Information of the Disclosing Party to its Consultants and/or its Corporate Transaction Parties provided such Consultants and/or Corporate Transaction Parties have a need to know and have executed nondisclosure agreements obligating such Consultants and/or Corporate Transaction Parties to keep the Confidential Information of the Disclosing Party confidential, or are otherwise bound by similar confidentiality obligations.

(d)    For purposes of this Agreement, the terms "Trade Secrets" and "Confidential Information" shall not include any materials or information to the extent that such materials or information: (i) are or become, without the Receiving Party’s involvement, publicly known or generally utilized by others engaged in the same business or activities in which the Disclosing Party utilized, developed or otherwise acquired such information; or (ii) are known to the Receiving Party prior to the receipt of such materials or information from the Disclosing Party as is evidenced by clear written evidence; or (iii) are furnished to others by the Disclosing Party with no restriction on disclosure.

(e)     Because of the unique nature of the Trade Secrets and Confidential Information, each Party understands and agrees that the Disclosing Party will suffer irreparable harm in the event that a Party fails to comply with any of its obligations under this Section and that monetary damages will be inadequate to compensate the Disclosing Party for such breach. Accordingly, the Parties agree that the Disclosing Party will, in addition to any other remedies available to it at law or in equity, be entitled, without requirement to post bond, to injunctive relief to enforce the terms of this Article 18.

(f)    Either Party may make disclosure as required by a court order or as otherwise required by law or in any legal or arbitration proceeding relating to this Agreement. If either Party is required by law or by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to disclose the Confidential Information, it will provide the other Party with prompt prior written notice of such request or requirement so that such Party may seek an appropriate protective order and/or waive compliance with this Section. The Party whose consent to disclose information is requested shall respond to such request, in writing, within five (5) working days of the request or within such shorter time as the circumstances may dictate by either authorizing the disclosure or advising of its election to seek a protective order, or if such Party fails to respond within the prescribed period the disclosure shall be deemed approved.

18.2     Nothing herein shall be construed as granting any right or license under any copyrights, inventions, or patents now or hereafter owned or controlled by Zayo or User.

18.3     Upon termination of this Agreement for any reason or upon request of the Disclosing Party, the Receiving Party shall return all Confidential Information, together with any copies of same, to the Disclosing Party or shall certify in writing to the Disclosing Party the destruction of the same. The requirements of confidentiality set forth herein shall survive the return of such Confidential Information.

25

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

18.4    Neither Party shall, without first obtaining the written consent the other Party, use any trademark or trade name of the other Party or refer to the subject matter of this Agreement or the other Party in any promotional activity or otherwise, nor disclose to others any specific information about the subject matter of this Agreement. Neither Party shall issue any publication or press release relating directly or indirectly to this Agreement without the prior written consent of both Parties provided, however, that nothing in this section will prohibit either party from describing the transaction in a report filed under the federal securities laws to the extent required in the reasonable opinion of its counsel. Upon request of the other party, a party including such information in a report will advise the other party of the information to be included in such report.

18.5    The provisions of this Article 18 shall survive expiration or other termination of this Agreement.

19.    Default

19.1    A default shall be deemed to have occurred under this Agreement if:

(a)    in the case of a failure to pay any undisputed amount when due under this Agreement, a Party fails to pay such amounts within [***] days after receiving written notice from the other Party specifying said non-payments; or

(b)    in the case of any other material breach of a Party’s obligations, warranties or covenants under this Agreement, the breaching Party fails to cure such breach within [***] days after receiving written notice from the non‑breaching Party specifying such breach, provided that if the breach is of a nature that is curable but that cannot be cured within [***] days, a default shall not have occurred so long as the breaching Party in good faith has commenced to cure within said time period and thereafter diligently pursues such cure to completion; or

in the case of any material misrepresentation, which is either known or should have been known by a Party, not cured as provided in subsection 19.1(b) above ; or

(c)in the case a Party: (i) applies for or consents to the appointment of, or the taking of possession by a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary proceeding under the Federal Bankruptcy Code or under any other law relating to relief from creditors generally, or (iv) fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the Bankruptcy Code or under any other law relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, or its liquidation, reorganization, dissolution, or winding-up.

19.2     In the event of a default hereunder, the non‑defaulting Party may avail itself of one or more of the following remedies: (i) take such actions, at the sole cost and expense of the defaulting Party, as it determines, in its sole discretion, are necessary to correct the default; (ii) pursue any remedies it may have under applicable law or principles of equity, including specific performance; and (iii) terminate this Agreement, by giving the defaulting Party written notice of termination.

26

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

19.3     Notwithstanding anything contained in this Agreement to the contrary, User's sole and exclusive remedy for any failure by Zayo to deliver the User Dark Fibers by the Committed Delivery Date shall be limited to those contained in this Section 19.3.

(a)    With regard to the Initial User Dark Fibers as identified in Exhibit A, in the event Zayo shall have failed to deliver such User Dark Fibers within [***] days after the Committed Delivery Date specified in Exhibit A (as such date may be extended by Events of Force Majeure or otherwise under the terms of this Agreement), then User shall have the right, at its option, either (i) to [***] this Agreement with respect to those portions of User Dark Fiber that Zayo failed to deliver in a timely basis and proportionately adjust the Lease Fees accordingly, or (ii) to accept late delivery of the User Dark Fibers in such Exhibit A and receive [***] calculated from the date that is [***] after the Committed Delivery Date until such date that Zayo delivers in good faith a Completion Notice to User, or (iii) to [***]. If User elects to accept late delivery of the User Dark Fibers, [***]. If after [***] following the Committed Delivery Date the Acceptance Date has still not been obtained, User shall have the right, at its option, to [***] and receive [***] as provided above. If User [***], neither Party shall have any further duties, liabilities or obligations beyond those described in this Section 19.3 (a).

(b)    With regard to Additional Central Offices or Additional On-Net Buildings (both as described in Exhibit B), in the event Zayo shall have failed to deliver the User Dark Fibers within sixty (60) days after the Committed Delivery Date as identified in the Service Order (as such date may be extended by Events of Force Majeure or otherwise under the terms of this Agreement), then User shall have the right, at its option, either (i) [***] the applicable Service Order [***] for any payments made allocable to such Service Order, or (ii) to accept late delivery of the User Dark Fibers under such Service Order and receive [***],[***] until Zayo delivers in good faith a Completion Notice to User. If User elects to accept late delivery of the User Dark Fibers, [***] for the applicable Service Order shall be [***] and will not [***]. If after [***] following the Committed Delivery Date the Acceptance Date has still not been obtained, User shall have the right, at its option, to [***] the applicable Service Order and receive [***] as provided above. If User elects to [***], neither Party shall have any further duties, liabilities or obligations with regard to the applicable Service Order beyond those described in this Section 19.3 (b).

(c) With regard to Additional User Dark Fiber, in the event Zayo shall have failed to deliver such Additional User Dark Fiber within [***] of receipt of User’s written request containing User’s commitment to pay the applicable Lease Fee (“Request”) (as such date may be extended by Events of Force Majeure or otherwise under the terms of this Agreement), then User shall have the right, at its option, either (i) to [***] such request or Service Order with respect to those portions of Additional User Dark Fiber that Zayo failed to deliver in a timely basis and proportionately adjusted the Lease Fees accordingly, or (ii) to accept late delivery of the Additional User Dark Fibers and receive as [***] calculated from the date that is [***] after Zayo’s receipt of User’s Request until such date that Zayo delivers in good faith a Completion Notice to User, or (iii) [***] this request or Service Order in its entirety and receive full and immediate refund of all [***], plus interest on all such amounts calculated from date of User’s payment at the Interest Rate. If User elects to accept late delivery of the Additional User Dark Fibers, [***]. If after [***] following Zayo’s receipt of User’s Request, the Acceptance Date has still not been obtained, User shall have the right, at its option, to [***] the Request or Service Order in [***] and receive both [***] and [***] as provided above. If User elects to cancel or terminate such Request or Service Order, neither Party shall have any further duties, liabilities or obligations under the Agreement with regard to such Request or Service Order beyond those described in this Section 19.3 (c) and User obligation to continue payment of the Additional User Dark Fiber Payments shall cease.

27

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

19.4     This Agreement may be terminated by either Party (“Terminating Party”), upon thirty (30) days prior written notice to the other Party, if the Terminating Party receives final notification from any governmental agency that its performance under this Agreement is a violation of the terms of the Communications Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act"), provided that, with respect to such notice being given, such Terminating Party must:

(i)     first modify its performance under the Agreement, if possible, so that such Party's performance under the Agreement is no longer in violation of the Act; and

(ii)     enter into good faith negotiations with the other Party for a minimum period of three (3) months following such notice to restructure the terms and conditions of the Agreement so that the Terminating Party's performance under the Agreement is no longer in violation of the Act.

The termination rights under this Section 19.4 may be exercised only to the extent the modifications described in Subsections 19.4(i) and (ii) above cannot be made.

20.    Termination

20.1    Subject to Section 8.3, User shall have the right to terminate this Agreement in whole or in part: (a) if User, in its absolute discretion, determines that any of the User Dark Fibers have reached the end of their useful life, or (b) for convenience and without cause.

20.2    Upon the expiration of a Term for User Dark Fiber in Exhibit A or a Service Order Term, or other termination of this Agreement, (i) the Lease with respect to such User Dark Fiber or each such Service Order shall immediately terminate; (ii) all of User’s rights to use the Zayo System, the User Dark Fibers or any User Handholes shall cease with respect to the applicable expiring or terminated Term;(iii) all rights to the use of the applicable User Route and the applicable User Dark Fibers shall revert to Zayo; and (iv) except as otherwise stated in this Agreement, Zayo shall owe User no further duties, obligations or consideration with respect to the expired or terminated Lease(s).

20.3    Except as otherwise provided in Section 8.3, User shall, within thirty (30) days of such termination, remove all User Equipment and User Media used in connection with the User Dark Fibers. User shall accomplish such removal at User's sole expense, under Zayo's supervision and in a manner that does not damage the Zayo System. User shall be responsible for and shall indemnify Zayo from and against any damage, loss, cost or expense caused by such removal, normal wear and tear excepted. If User fails to remove its property within such period, the property shall be deemed abandoned and Zayo may dispose of the same in any manner it deems reasonably appropriate, at User's expense.

20.4    Termination of this Agreement shall not affect the rights or obligations of either Party that have arisen before the date of termination or expiration.

21.    Force Majeure

21.1    Neither Party shall not be in default under this Agreement if and to the extent that any failure or delay in a Party’s performance of one or more of its obligations hereunder is caused by any of the following conditions, and such Party’s performance of such obligation or obligations shall be

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

excused and extended for and during the period of any such delay: act of God or nature, including an earthquake, flood or hurricane; fire; fiber shortages or unavailability or other delay in delivery not resulting from a Party’s failure to timely place orders therefore or other actions or inactions (it being expressly acknowledged that the Cable that is being acquired for and installed in the Zayo System and that will include the User Dark Fibers must include higher fiber counts than necessary solely for the User Dark Fibers in order to permit completion of the entire Zayo System); lack of or delay in transportation not caused by a Party; governmental actions, restrictions or prohibitions ; war or civil disorder; strikes or other labor disputes; failure of a third Person to grant or to recognize an Underlying Right (provided that such Party has made timely and reasonable commercial efforts to obtain the same); inability of a Party to obtain access to the Zayo System as a result any of the above events; or any other cause beyond the reasonable control of a Party (collectively, "Events of Force Majeure"). The Party experiencing the Event of Force Majeure shall notify the other Party in writing of the existence of the event relied on and the cessation or termination of said Event of Force Majeure, and the Party experiencing the Event of Force Majeure shall exercise reasonable commercial efforts to minimize the time of any such delay. If the Event of Force Majeure prohibits User from making an undisputed payment, User shall nevertheless be responsible for payments due. User’s payment obligations to Zayo will be suspended without penalty or interest until such Event of Force Majeure has terminated or when thirty (30) days have passed, whichever is the first to occur.

22.    Dispute Resolution

22.1    Except as otherwise provided in Sections 18.1(e) and 25.4(c) with respect to equitable relief, and this Article 22, any dispute, controversy or claim between the Parties relating to, arising out of or in connection with this Agreement (or any subsequent agreements or amendments thereto), including as to its existence, enforceability, validity, interpretation, performance or breach or as to indemnification or damages, including claims in tort, whether arising before or after the termination of this Agreement (any such dispute, controversy or claim being herein referred to as a “Dispute”) may be settled without litigation and by use of the following alternative dispute resolution procedure as agreed to by the Parties:

(a)    At the written request of a Party, each Party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any Dispute. The discussions shall be left to the discretion of the representatives. Upon failure to reach agreement, the representatives may upon mutual agreement utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the Parties’ representatives for purposes of these negotiations shall be treated as confidential information developed for the purposes of settlement, exempt from discovery and production, and without the concurrence of both Parties shall not be admissible in the arbitration described below, or in any lawsuit. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in the arbitration.

(b)    If negotiations between the representatives of the Parties do not resolve the Dispute within sixty (60) days of the initial written request, the Dispute upon mutual agreement of the Parties may be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules, as then amended and in effect, of the American Arbitration Association (the “Rules”). Either Party may demand such arbitration in accordance with the procedures set out in the Rules. The arbitration shall take place in Atlanta, Georgia. The arbitration hearing shall be commenced within sixty (60) days of such Party’s demand for arbitration. The arbitrator shall have the power to and will instruct each Party to produce evidence through discovery (i) that is reasonably requested by the other Party to

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

the arbitration in order to prepare and substantiate its case and (ii) the production of which will not materially delay the expeditious resolution of the dispute being arbitrated; each Party hereto agrees to be bound by any such discovery order. The arbitrator shall control the scheduling (so as to process the matter expeditiously) and any discovery. The Parties may submit written briefs. At the arbitration hearing, each Party may make written and oral presentations to the arbitrator, present testimony and written evidence and examine witnesses. No Party shall be eligible to receive, and the arbitrator shall not have the authority to award, incidental, consequential, indirect, special, exemplary or punitive damages. The arbitrator shall rule on the Dispute by issuing a written opinion within 30 days after the close of hearings. The arbitrator’s decision shall be binding and final. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

(c)    Each Party will bear its own costs and expenses in submitting and presenting its position with respect to any Dispute to the arbitrator; provided, however, that if the arbitrator determines that the non-prevailing Party’s position in the Dispute, taken as a whole, is substantially frivolous or groundless , the arbitrator may order the non-prevailing Party to bear such fees and expenses, and reimburse the prevailing Party for all or such portion of its reasonable costs and expenses in submitting and presenting its position, as the arbitrator shall reasonably determine to be fair under the circumstances. Each Party to the arbitration shall pay one‑half of the fees and expenses of the arbitrator and the American Arbitration Association.

(d)    Notwithstanding any other provision of this Agreement, if any Party, as part of a Dispute, seeks injunctive relief or any other equitable remedy, including specific enforcement, then such Party shall be permitted, without requirement to post bond, to seek such injunctive or equitable relief in any federal or state court or competent jurisdiction before, during or after the pendency of a mediation or arbitration proceeding under this Article 22.

22.2    If any Party files a judicial or administrative action asserting claims subject to arbitration as prescribed herein, and the other Party successfully stays such action or compels arbitration of said claims, the Party filing said action shall pay the other Party's costs and expenses incurred in seeking such stay or compelling arbitration, including reasonable attorneys' fees.

23.    Assignment and Transfer Restrictions

23.1    Except as provided below in this Section 23.1 and as provided in Section 23.2, User may not transfer or assign all or any part of this Agreement or of its interest under this Agreement, or delegate any duties, burdens, or obligations arising hereunder, without AGLN's prior express written consent, which consent may be given or withheld in AGLN's sole discretion. In no event whatsoever shall User transfer, sell, assign, condo, swap, exchange, lease, sublease, license, sublicense or grant indefeasible or other rights of use in or to any one or more of the User Dark Fibers or User’s interest therein, or enter into any other arrangement with any Person for such Person’s use of any one or more of the User Dark Fibers. A transfer, assignment or other action in violation of this Article 23 shall constitute a material breach of this Agreement and shall be null and void. If any such consent is given, User nevertheless shall remain fully and primarily liable for all obligations of User under this Agreement. Nothing in this section shall be construed to restrict the sale of Telecommunications Services by User.

23.2    Notwithstanding the provisions of Section 23.1 above, User may transfer and assign this Agreement in whole, but not in part, to a Permitted Assignee. As used herein, the term "Permitted Assignee" shall mean (a) any Affiliate of User, (b) any Person that purchases all or substantially all of

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

the assets of User, or any other Person formed by or surviving the merger or consolidation of User and any other Person or (c) any Person that purchases all or substantially all of the assets of User that are used in the provision of telecommunications services in the Atlanta metropolitan area, including User’s rights hereunder to the User Dark Fibers and all of the User Equipment. Any Permitted Assignee shall expressly assume in writing all obligations and liabilities with respect to the Agreement which arise after the effective date of assignment or transfer, prior to or upon the effectiveness of such assignment, and User shall thereupon be released from any liabilities and obligations under this Agreement that arise after the date of assignment or transfer, provided that such Permitted Assignee has a commercially reasonable credit standing sufficient to assume such liabilities. Any and all increased payments to grantors or providers of any Underlying Right and any other additional fees, charges, costs or expenses which result under the Underlying Rights or otherwise as a result of any Permitted Assignment or transfer of this Agreement by User shall be paid by User.

23.3    Nothing shall be deemed or construed to prohibit AGLN from assigning or otherwise transferring this Agreement, or any of its rights or interests herein, in whole or in part, or from selling, transferring, leasing, licensing, granting indefeasible rights of use in or entering into similar agreements or arrangements with other Persons respecting any Innerducts or other conduit tubing, Cable, fibers (other than the User Dark Fibers), or Associated Property constituting a part of the AGLN System, provided that User’s rights under this Agreement shall not be limited, restricted, abridged, terminated or otherwise adversely affected by any such assignment. If in connection with any assignment of this Agreement by AGLN, AGLN causes such assignee to contemporaneously therewith agree in writing to perform all of AGLN's obligations under this Agreement, then AGLN shall be released from liability hereunder. AGLN may encumber the AGLN System provided any such encumbrance created after the date of this Agreement shall be subject to the rights of User hereunder. AGLN may pledge or assign its rights under this Agreement to its Lender(s) for the purpose of securing financing for its construction, maintenance, or extension of the AGLN System.

24.    Representations, Warranties and Acknowledgments

24.1    By execution of this Agreement, each Party represents and warrants to the other:

(a)    That the representing Party has full right and authority to enter into and perform this Agreement in accordance with the terms hereof and thereof, and that by entering into or performing this Agreement, the representing Party is not in violation of its charter or bylaws, or any law, regulation or agreement by which it is bound or to which it is subject;

(b)     That the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, that the signatories for such Party hereto are authorized to sign this Agreement, and that the joinder or consent of any other Party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this Agreement by such Party.

24.2    EXCEPT AS EXPRESSLY PROVIDED HEREIN, ZAYO MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE USER DARK FIBERS, THE ZAYO SYSTEM, THE ASSOCIATED PROPERTY, OR ANY WORK PERFORMED OR TO BE PERFORMED UNDER THIS AGREEMENT, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE WARRANTIES SET FORTH IN THIS AGREEMENT

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

CONSTITUTE THE ONLY WARRANTIES MADE BY ZAYO TO USER WITH RESPECT TO THIS AGREEMENT AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED.

25.    General

25.1    Binding Effect. This Agreement and each of the Parties' respective rights and obligations under this Agreement, shall be binding on and shall inure to the benefit of the Parties hereto and each of their respective permitted successors and assigns.

25.2    Waiver. The failure of either Party hereto to enforce any of the provisions of this Agreement, or the waiver thereof in any instance, shall not be construed as a general waiver or relinquishment on its part of any such provision, but the same shall nevertheless be and remain in full force and effect.

25.3    Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Colorado, without giving effect to its principles of conflicts of laws.

25.4    Rules of Construction.

(a)    The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement or as amplifying or limiting any of its content. Words in this Agreement which import the singular connotation shall be interpreted as plural, and words which import the plural connotation shall be interpreted as singular, as the identity of the parties or objects referred to may require. The words "include," "includes," and "including," shall be deemed to be followed by the phrase "without limitation." The words "hereof," "herein," and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. All accounting terms not otherwise defined in this Agreement will have the meanings subscribed to them under generally accepted accounting principles as in effect from time to time in the United States.

(b)    Unless expressly defined herein, words having well known technical or trade meanings shall be so construed. All listing of items shall not be taken to be exclusive, but shall include other items, whether similar or dissimilar to those listed, as the context reasonably requires.

(c)     The Parties agree that if any breach or threatened breach of the representations, warranties or covenants of this Agreement would cause irreparable injury to a Party and money damages would not provide an adequate remedy to such Party, then, in addition to the rights and remedies available to such Party pursuant to this Agreement, such Party shall have the right to obtain equitable relief in the form of a temporary or permanent injunction or order for a specific performance, without the requirement of posting of bond.

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

(d)    Except as set forth in Section 25.6, nothing in this Agreement is intended to provide any legal rights to anyone not an executing Party of this Agreement.

(e)    This Agreement has been fully negotiated between and jointly drafted by the Parties.

(f)    All actions, activities, consents, approvals and other undertakings of the Parties shall be performed in a reasonable and timely manner, it being expressly acknowledged and understood that time is of the essence in the performance of obligations required to be performed by a date expressly specified herein. Except as specifically set forth herein, for the purpose of this Agreement the standards and practices of performance within the telecommunications industry in the relevant market shall be the measure of a Party's performance.

25.5    Entire Agreement. This Agreement constitutes the entire and final agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits, Schedules and Attachments referred to herein are integral parts hereof and are hereby made a part of this Agreement. To the extent that any of the provisions of any Exhibit hereto are inconsistent with the express terms of this Agreement, the terms of this Agreement shall prevail. This Agreement may only be modified or supplemented by an instrument in writing executed by each Party and delivered to the Party relying on the writing.

25.6    No Personal Liability. Each action or claim against any Party arising under or relating to this Agreement shall be made only against such Party as a corporation, and any liability relating thereto shall be enforceable only against the corporate assets of such Party. No Party shall seek to pierce the corporate veil or otherwise seek to impose any liability relating to, or arising from, this Agreement against any shareholder, employee, officer or director of the other Party. Each of such Persons is an intended beneficiary of the mutual promises set forth in this Section and shall be entitled to enforce the obligations of this Section.

25.7    Relationship of the Parties. The relationship between User and Zayo shall not be that of partners, agents, or joint venturers for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes. User and Zayo, in performing any of their obligations hereunder, shall be independent contractors or independent parties and shall discharge their contractual obligations at their own risk subject, however, to the terms and conditions hereof. Neither Party shall have the authority to bind the other Party by contract or otherwise or to make any representations or guarantees on behalf of the other Party.

25.8    Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Agreement is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect so long as the basic purpose of this Agreement remains in effect and is capable of enforcement.

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

25.9    Remedies. Unless otherwise expressly limited or excluded herein, all remedies provided in this Agreement are cumulative and non-exclusive, and are in addition to all other remedies available at law or in equity, including without limitation any actions for damages.

25.10    Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

Remainder of page intentionally left blank.

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Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

In confirmation of their consent and agreement to the terms and conditions contained in this Agreement and intending to be legally bound hereby, the Parties have executed this Agreement as of the date first above written.

Zayo Fiber Solutions, LLC

f/k/a AGL Networks, LLC

By: /s/ Gregg Strumberger

Name: Gregg Strumberger

Title: General Counsel

Date: April 28, 2011

tw telecom holdings inc.

By: /s/ John Blount

Name: John Blount

Title: Chief Operating Officer

Date: April 28, 2011

EX-10.31

Exhibit 10.31

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

FIFTH AMENDMENT

to

INDEFEASIBLE RIGHT OF USE AGREEMENT AND

MASTER SERVICE AGREEMENT

DARK FIBERS

By and Between

ZAYO GROUP, LLC

f/k/a AGL NETWORKS, LLC

And

tw telecom holdings inc.

(fka tw telecom of georgia l.p.

fka Time Warner Telecom of Georgia, L.P.)

DATED: December 16, 2005

National Metro Dark Fiber Agreement

This Fifth Amendment (the “5^th Amendment”) to the Indefeasible Right of Use Agreement and Master Service Agreement Dark Fibers is by and between Zayo Group, LLC (“Zayo”) and tw telecom holdings inc. on behalf of itself and its Affiliates (“User”). As used herein, Zayo and User may be referred to, each, as a “Party,” and collectively, the “Parties.”

RECITALS

WHEREAS, User and Zayo previously entered into that certain Indefeasible Right of Use Agreement and Master Service Agreement Dark Fibers (“Agreement”) dated December 16, 2005, wherein the Parties defined the terms and conditions under which Zayo would provide User with certain indefeasible rights of use in User Dark Fibers in the Zayo System, all as is more specifically set forth in the Agreement; and

WHEREAS, User desires to enter into a national agreement to establish defined terms and conditions for User to obtain metropolitan dark fiber and related facilities along specific segments from Zayo; and

WHEREAS, Zayo desires to enter into such contract with User; and

WHEREAS, User and Zayo now mutually desire to amend the Agreement accordingly.

NOW THEREFORE, in consideration of the foregoing and for covenants, promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, User and Zayo agree to amend the Agreement as follows:

1.    Intent.

a. This 5^th Amendment is to define specific terms and conditions for User to order and Zayo to provide User Dark Fibers in certain metropolitan markets. Upon execution of this 5^th Amendment, the Parties shall use commerciallyreasonable efforts to prepare and execute Service Orders for the initial User Dark Fibers identified in Exhibit B within sixty

1

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

(60) days,subject to any additional time that may be required to resolve issues the Parties are diligently working to resolve. This 5^th Amendment shall apply only to the Service Orders described immediately above (together with the Option Fibers and ROFR Fibers identified in each such Service Orders and any Added Route Fibers ordered in accordance with Section 4 of this Amendment) for those metropolitan markets, route segments within each market, and related route mileage and fiber counts specifically identified in Exhibit B. The Parties shall enter into Service Orders in the template specified in Exhibit C for User Dark Fibers ordered in accordance with this Amendment.

b. User and Zayo and its Affiliates are party to various agreements, service orders, product orders, ..etc., under which Zayo and its Affiliates lease, license and/or grant an IRU to User for metro dark fibers (collectively “Metro Dark Fiber Agreements”). Where identified herein, this Amendment will provide the terms and conditions for some or all of the existing metro dark fiber and facilities ordered pursuant to the Metro Dark Fiber Agreements to be provided in accordance with the Agreement.

c. Notwithstanding Section 3.1 of the Agreement, the Parties intend that Zayo will grant User a lease, as defined by Colorado law (“Lease”), in the Service Orders under this 5^th Amendment, and not an IRU. A Service Order shall not be construed to result in the transfer of title to any part of the User Dark Fiber to User or in the creation of a “security interest” within the meaning of Colorado law. Upon the expiration or termination of a Lease, all rights of User to use the relevant User Dark Fibers shall cease, all rights to the use of the User Dark Fibers shall revert to Zayo, and Zayo shall owe User no further duties, obligations or consideration. For purposes of the Service Ordersunder this 5^th Amendment, wherever appropriate, the term “IRU” as specified in the Agreement shall refer to a “Lease”.

2.    Ordering and Delivery. The process by which User will order and Zayo will deliver theUser Dark Fibers in Section 1a above is as follows:

a.    Commencing upon the Amendment Effective Date, User and Zayo will use commercially reasonable efforts to prepare and execute within 60 days the Service Orders necessary to provide User with the initial User Dark Fibers identified in Exhibit B and along the routes depicted in Exhibit A of this 5^th Amendment (collectively “Initial Fibers”)subject to any additional time that may be required to resolve issues the Parties are diligently working to resolve. User will be allowed up to [***] Connecting Points across all markets to allow connectivity of User Media to the initial User Dark Fiber. Specific Connection Points to be identified in Exhibits B and C of the applicable Service Orders. The Parties acknowledge that the amount of Initial Fibers may be adjusted as mutually agreed based on the splicing configurations requested by User provided that such adjustment shall not result in a reduction of the Fiber Mileage associated with the Initial Fibers. Each metropolitan city will have a Service Order and each Service Order will list each segment (“Segment”) for that city, all as generally described in Exhibit A of this 5th Amendment. Each Service Order for the Initial Fibers shall be in the form described in Exhibit C of this 5th Amendment.No Service Order will have a Committed Delivery Date later than December 31, 2014.

2

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

b.    Upon the Effective Date of a Service Order, Zayo will promptly commence all necessary work to complete the construction, splicing and acceptance testing of all Initial Fibers by the Committed Delivery Date. Notwithstanding the above, User understands and agrees that User will not have use of all Initial Fibers as of the Acceptance Date, but will follow the usage schedule as further described in Exhibit D (“Fiber Usage Ramp”). User shall notify Zayo if User desires to use additional Initial Fibers in excess of the Fiber Usage Ramp on one or more Segments, and thereafter User shall pay the full monthly Lease Fee for such Segment(s), User will continue doing so for the remainder of the Term and User will have use of all Initial Fibers on such Segment(s). In the event Zayo reasonably determines that User is using more Initial Fibers than specified by the Fiber Usage Ramp on one or more Segments without notifying Zayo in advance as provided in this Section 2b. above, then Zayo will immediately commence invoicing User for the full monthly Lease Fee for all Initial Fibers for such Segment(s), User will timely pay such invoices, User will continue doing so for the remainder of the Term, and User will have use of all Initial Fibers on the affected Segment(s) beginning on the date that User is responsible for the full monthly Lease Fee for the affected Segment(s). If, at any time, Zayo reasonably determines that User, without notifying Zayo in advance as provided in this Section above, is using more Initial Fibers than the applicable amount of Initial Fibers available to User as specified by the Fiber Usage Ramp on [***] of the total fiber miles specified in any Service Order, then Zayo will immediately commence invoicing User for the [***] Lease Fee for all Initial Fibers specified on such Service Order, and User will timely pay such invoices, User will continue doing so for the remainder of the Term, and User will have use of all Initial Fibers specified in the applicable Service Order beginning on the date that User is responsible for the full monthly Lease Fee for the affected Service Order. If, at any time, Zayo reasonably determines that User, without notifying Zayo in advance as provided above, is using more Initial Fibers than the applicable amount of Initial Fibers available to User as specified by the Fiber Usage Ramp on [***] of the total fiber miles associated with the Initial Fibers, then Zayo will immediately commence invoicing User for the [***] Lease Fee for all Initial Fibers, and User will timely pay such invoices, User will continue doing so for the remainder of the Term, User will continue doing so for the remainder of the Term, and User will have use of all Initial Fibers beginning on the date that User is responsible for the [***] Lease Fee.

c.    The Parties mutually acknowledge that Zayo’s fiber records could be in error on approximately [***]% of the Segments and such record errors could impact fiber availability. In addition, certain Segments have not been fully constructed as of the Amendment Effective Date and the availability of those Segments may be impacted by modifications to the construction plan. As such, the availability of the Initial Fibers and Option Fibers (collectively “Available Fibers”) is subject to a final verification during implementation of each metropolitan market and that fewer Available Fibers may be available for User than reflected in Exhibit B.Provided that User uses commercially reasonable efforts to prepare and execute Service Orders for the initial User Dark Fibers identified in Exhibit B within sixty (60) days of the Amendment Effective Date subject to any additional time that may be required to resolve issues the Parties are diligently working to resolve, Zayo shall use good faith efforts to not sell or lease dark fiber inventory after

3

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

the execution of this 5th Amendment, but prior to the execution of the Service Orders for the Initial Fibers, that reduces the Available Fibers specified in Exhibit B. Accordingly, due to lack of fiber availability, Zayo shall have the right to reduce the number of Available Fiber miles in one or more Segment(s) in a given Service Order (“Deselect”) by [***] in those metropolitan markets identified in Exhibit B with [***] or more Initial Fiber miles, or by [***] in those metropolitan markets identified in Exhibit B with less than [***] Initial Fiber fiber miles; provided however that in no event shall Zayo cumulatively Deselect more than [***] of the total Initial Fiber mileage, or more than [***] of the total Optional Fiber fiber mileage reflected in Exhibit B. Zayo will promptly notify User of the Deselect as soon as Zayo confirms the fiber availability for a Segment. Zayo will not be penalized in any way for a Deselect. Zayo will confirm to User in writing once it has identified all Deselect(s) applicable to a Service Order (“Deselect Notice”). User shall have twenty one (21) days after receipt of the Deselect Notice to notify Zayo in writing of any Segments and/or User Dark Fibers that, in User’s reasonable discretion, are materially and adversely impacted by the relevant Zayo Deselect/s (“User Deselect Notice”). For the avoidance of doubt, “materially and adversely impacted”, for purposes of this Section 2c, shall mean an interruption in fiber continuity, User’s inability to use User Dark Fibers as originally intended and/or adverse impact on User’s ability to use User Dark Fibers commercially. Unless otherwise agreed upon by the Parties, the affected Service Order shall be revised, without penalty to either Party, to reflect the reductions in Segments and/or User Dark Fibers specified in the applicable Deselect Notice and User Deselect Notices and to reflect the modified splicing configurations.

d.    Except as otherwise provided herein, the Parties mutually acknowledge that billing for a Service Order will occur upon the Acceptance Date of the last Segment in a Service Order. Notwithstanding the foregoing, Zayo will notify User if Zayo, despite making commercially reasonable good faith efforts, is unable to deliver one (1) or more Segments of a given Service Order in accordance with the applicable specifications, and the Parties will work together in good faith to identify the Segments and User Dark Fibers delivered in accordance with the applicable specifications that are not adversely impacted by such failure (“Non-Impacted User Dark Fibers”). Provided that Non-Impacted User Dark Fibers represent at least [***] of the fiber mileage specified in the applicable Service Order for Service Orders with [***] or more Initial Fiber miles, or represent at least [***] of the fiber mileage specified in the applicable Service Order for Service Orders with less than [***] fiber miles, Zayo may present a Completion Notice for the Non-Impacted User Dark Fibers and following User’s acceptance Zayo may begin(i) invoicing for the Service Order with respect to the accepted Non Impacted User Dark Fibers; (ii) Zayo will continue to make good faith efforts to complete the remaining Segments and/or negotiate in good faith with User to amend the Service Order to remove such Segments or identify alternate Segments (when agreement is reached between the Parties the Parties will execute an amendment to the Service Order to remove the remaining Segments and/or include the additional Segments); (iii) the initial Term of all User Dark Fibers specified in the Service Order will be twenty (20) years from the Acceptance Date of the Non-Impacted User Dark Fibers (iv) billing for any remaining Segments and any Segments and/or User Dark Fibers adversely impacted by such remaining Segments will begin upon the Acceptance Date of the remaining

4

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

Segments; and (v) the annual [***]percent ([***]%) escalator may commence on month [***] ([***]) from the date of acceptance of the Non-Impacted Segments.User may withhold its acceptance of a Service Order, in whole or in part, in the event Non-Impacted User Dark Fibers represent less that [***]% of the Segments and [***]% of route and fiber mileage specified in the applicable Service Order for Service Orders with [***] or more Initial Fiber miles, or represents less than [***]% of the Segments and [***]% of route and fiber mileage specified in the applicable Service Order for Service Orders with less than [***] Initial Fiber miles. Notwithstanding anything to the contrary, User Dark Fibers shall immediately be deemed Accepted, and billing shall immediately begin for all affected Segments, in the event that User utilizes the User Dark Fibers for any purpose other than testing prior to the Acceptance Date.

5

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

3.    Option Fibers, Right of First Refusal, Purchase Commitment.

a.    For the initial [***] ([***]) months of the initial Term of a Service Order for the Initial Fibers for each of the metropolitan cities identified in Exhibit G (“F Markets”), User shall have the right to Lease additional dark fibers (“Option Fibers”) for each Segment Group as specified in the relevant Service Order. For the avoidance of doubt, User may only order Option Fibers in complete Segment Group configurations and must order all Segments of each Segment Group it is ordering, except in the case where (i) there are no remaining Option Fibers in one or more Segments in a Segment Group and in such case the lack of Option Fibers in such Segment(s) shall not restrict User’s ability to Lease Option Fibers in the remaining Segment(s), but no less than all the remaining Segments, within such Segment Group; and (ii) the Segment Group is identified as a “Single Segment Group” and in such case User may order such Option Fiber in single Segment configurations and is not required to order all Segments within the Single Segment Group. The specific maximum fiber count for the Option Fibers of each Segment is further described in Exhibit B (subject to modification as allowed in Section 2, herein). In the event that User desires to exercise this option for all or some of the Option Fibers for a Segment Group in an F Market, User will provide a written request to Zayo that includes the number of fibers requested (in no event less than 2 fibers in any Segment Group) and the Parties will execute a Service Order and Zayo will promptly deliver the requested Option Fibers in accordance with the testing and acceptance provisions set forth in this Agreement and the Option Fiber will become User Dark Fiber hereunder. For purposes of this 5^th Amendment, “Segment Group” shall mean one or more Segments belonging to a specific Segment Group number as specified in Exhibit B.

b.    For the initial [***] ([***])months of the initial Term of a Service Order for the Initial Fibers for each of the metropolitan cities identified in Exhibit H (“T Markets”), User shall have the right to Lease Option Fibers for each Segment Group as specified in the relevant Service Order. For the avoidance of doubt, User may only order Option Fibers and ROFR Fibers in complete Segment Group configurations and must order all Segments of each Segment Group it is ordering, except in the case where (i) there are no remaining Option Fibers or ROFR Fibers in one or more Segments in a Segment Group and in such case the lack of Option Fibers or ROFR Fibers in such Segment(s) shall not restrict User’s ability to Lease Option Fibers or ROFR Fibers in the remaining Segment(s), but no less than all the remaining Segments, within such Segment Group; (ii) the Segment Group is identified as a “Single Segment Group” and in such case User may order such Option Fiber or ROFR Fiber in single Segment configurations and is not required to order all Segments within the Single Segment Group and (iii) User is Leasing ROFR Fibers in accordance with Sections 3c(ii) and 3c(iii) below and in such case User shall comply with the specifications contained inSections 3c(ii) and 3c(iii) below. The specific maximum fiber count for the Option Fibers of each Segment is further described in Exhibit B (subject to modification as allowed in Section 2, herein). In the event that User desires to exercise this option for all or some of the Option Fibers for a Segment Group in a T Market, User will provide a written request to Zayo that includes the number of fibers requested (in no event less than 2 fibers in any Segment Group) and the Parties will use commercially reasonable efforts to prepare and execute a Service Order within fifteen (15) days thereafter subject to any additional time that may be required to resolve issues the Parties are diligently working to resolve. Upon execution of the Service Order, Zayo will promptly deliver

6

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

the requested Option Fibers in accordance with the testing and acceptance provisions set forth in this Agreement and the Option Fiber will become User Dark Fiber hereunder.

c.     For the period beginning on the expiration of the initial [***] ([***]) months of the initial Term of each Service Order for a T Market and ending on the expiration of the initial [***] of the initial Term (“RFR Term”), User shall have the right of first refusal as specified in this Section 3c to lease additional fibers located on each Segment Group in a T Market in an amount equal to the remaining Option Fibers for such Segment Group as further described in Exhibit B, less any Option Fibers previously leased to User in accordance with Section 3 b above (“ROFR Fibers”).

(i) During the RFR Term, User may exercise its right of first refusal for all or some of the ROFR Fibers in a Segment Group in a T Market by providing a written request to Zayo that includes the number of ROFR Fibers requested (in no event less than 2 fibers in any Segment Group). Thereafter, but based on the remaining amount of ROFR Fibers for such Segment Group that are available to User in accordance with this Section 3c , the Parties will use commercially reasonable efforts to prepare and execute a Service Order within [***] days thereafter subject to any additional time that may be required to resolve issues the Parties are diligently working to resolve and, after execution of a Service Order and Zayo will promptly deliver the requested ROFR Fibers in accordance with the testing and acceptance provisions set forth in this Agreement, the requested ROFR Fibers will become User Dark Fiber hereunder, and the amount of any remaining ROFR Fibers in the applicable Segments shall be reduced by the number of ROFR Fibers leased. For clarity, the ROFR Fibers shall refer only to the number of fibers in a Segment Group which are available for User to lease as ROFR Fibers hereunder and, notwithstanding anything herein to the contrary, none of the restrictions in this Section 3 (c) shall extend to any additional fibers that Zayo owns on that Segment Group. For example, if User has [***] Initial Fibers and [***] ROFR Fibers on a given Segment Group, but Zayo owns a [***] count fiber optic cable on that Segment Group, Zayo may without any restrictions, lease, license, sell, transfer, use or light up to [***] fibers on that Segment Group.

(ii) Zayo agrees that during the RFR Term, it will not lease, license, sell or otherwise transfer the ROFR Fibers until it complies with this Section 3(c)(ii). During the RFR Term, Zayo may notify User in the event that Zayo receives a bona fide opportunity from an unaffiliated third party that it is ready, willing and able to lease, license or purchase fibers in any Segment(s) in a T Market containing a balance of ROFR Fibers (“ROFR Notice”). If the ROFR Notice includes more than sixty route miles, Zayo shall provide User with reasonable supporting documentation that confirms the bona fide opportunity, provided that Zayo has the right to redact the name of the third party and any pricing information. If User desires to exercise its right of first refusal for the Segment(s) specified in the ROFR Notice, User will notify Zayo within [***] days of receipt of the ROFR Notice, and such notice will include the number of ROFR Fibers User is requesting (in no event less than [***] fibers in all Segments identified in the ROFR Notice) and the Parties willuse commercially reasonable efforts to prepare and execute a Service Order within [***] days thereafter subject to any additional time that may be required to resolve issues the Parties are diligently working to resolve. Upon execution of a Service Order, Zayo will promptly deliver the

7

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

requested ROFR Fibers in accordance with the testing and acceptance provisions set forth in this Agreement, the requested ROFR Fibers will become User Dark Fiber hereunder, and any remaining ROFR Fibers not leased by User in the Segment(s) specified in the ROFR Notice shall no longer be available to User. If User does not exercise its right of first refusal for the dark fibers specified in an ROFR Notice within [***] days of receipt of the ROFR Notice and/or User earlier notifies Zayo that it desires to release the dark fibers specified in the ROFR Notice, then the amount of ROFR Fibers in the applicable Segments specified in the ROFR Notice will be reduced by the lesser of (i) amount of [***], or (ii) the amount of [***] in the applicable Segments specified in the ROFR Notice.

(iii) During the RFR Term, Zayo will not light the ROFR Fibers for its own use or utilize the ROFR fibers to provide lit services until it complies with this Section 3(c)(iii). If Zayo wishes to utilize any ROFR Fibers up to a maximum of [***] ([***]) dark fibers in any Segment(s) to provide lit services to Zayo’s customers or to light for its own use, it must notify User (“Lit Notice”). If User desires to exercise its right of first refusal for the Segment(s) specified in the Lit Notice, User will notify Zayo within [***] days of receipt of the Lit Notice, which notice includes the number of ROFR Fibers requested (in no event less than [***] fibers in any Segment) and the Parties will use commercially reasonable efforts to prepare and execute a Service Order within [***] days thereafter subject to any additional time that may be required to resolve issues the Parties are diligently working to resolve. Upon execution of a Service Order, Zayo will promptly deliver the requested ROFR Fibers in accordance with the testing and acceptance provisions set forth in this Agreement, the requested ROFR Fibers will become User Dark Fiber hereunder, and the amount of any remaining ROFR Fibers in the applicable Segments specified in the Lit Notice shall be reduced by the number of dark fibers leased by User. If User does not exercise its right of first refusal for the dark fibers specified in a Lit Notice within ten days of receipt of the Lit Notice and/or earlier notifies Zayo that it desires to release the dark fibers specified in the Lit Notice, Zayo may utilize the dark fibers specified in the Lit Notice for the purpose of providing lit services and/or light the ROFR Fibers for its own use and User’s right of first refusal for the Segment(s) specified in the Lit Notice shall be reduced by the number of dark fibers specified in the Lit Notice which shall not exceed [***] ([***]) fibers. Zayo may not submit a Lit Notice for a given Segment Group in a T Market more than [***] in any rolling [***] period.

d.    The Lease Fee for the Option Fibers and ROFR Fibers shall be determined in accordance with Section 7d below. In addition, User shall reimburse Zayo [***] for all required splicing, Splicing Reconfigurations and Demarcation Point connections for each Option Fiber Service Order and ROFR Fiber Service Order. There shall be no additional [***] for the Option Fibers or the ROFR Fibers. The Terms of each Service Order for the Option Fiber and ROFR Fiber shall, in User’s sole discretion, be either [***] years from the date of acceptance or coterminous with the Initial Fiber for the applicable metropolitan city. User shall identify the applicable term in its notice to Zayo when requesting Option Fibers or when it exercises its right of first refusal. For Option Fibers or ROFR Fibers with a [***] year term, User may, by notifying Zayo at any time prior to December 31, [***], convert the Term of all, but not less than all, such Option Fibers or ROFR Fibers with a [***] year Term to a Term that is coterminous with the Initial Fiber for the

8

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

applicable metropolitan city (“Conversion Option”). The Term of any Option Fibers or ROFR Fibers ordered by User after the Conversion Option shall be coterminous with the Initial Fiber for the applicable metropolitan city. In the event User does not exercise the Conversion Option, all Option Fibers and ROFR Fibers with a [***] year Term shall automatically terminate upon expiration of the relevant initial [***] year Term and shall not be eligible for any renewal Term.

e.    In the event Zayo fails to provide any Option Fibers or ROFR Fibers to User within the timelines specified below and such failure continues for an additional [***] days following written notice by Customer of Zayo’s failure to meet a delivery timeline (“Late Delivery Notice”), the monthly Lease Fee for the affected Segments under this 5th Amendment (which includes any Segments where Zayo delivered the requested Option Fibers and/or ROFR Fibers but User’s use of such Option Fibers and/or ROFR Fibers is materially restricted by Zayo’s failure to deliver Option Fibers and/or ROFR Fibers on another Segment) shall be reduced by [***] percent ([***]%) from the date of the missed delivery date for the applicable Option Fibers and/or ROFR Fibers until such time as Zayo has provided and User has in good faith Accepted the applicable Option Fibers and/or ROFR Fibers. Additionally, if Zayo fails to timely provide User the applicable Option Fibers and/or ROFR Fibers within [***] days following the Late Delivery Notice, User may, at its option (subject to the terms and provisions of the Underlying Rights), cure or correct such failure by constructing fibers equivalent to the applicable Option Fibers and/or ROFR Fibers in the Segments that lack Option Fibers and/or ROFR Fibers, utilizing a Zayo approved contractor, and Zayo shall reimburse User for [***]. If User exercises its option to cure such failure as provided immediately above, upon completion of such cure, the fibers constructed shall be owned by Zayo, the number of Option Fibers or ROFR Fibers originally requested by User in that Segment Group shall become User Dark Fibers under this Agreement at the applicable Lease Fees specified in Section 7 and the [***] percent ([***]%) reduction in Lease Fees shall cease. Notwithstanding the foregoing, and subject to Section 3f below, if Zayo’s failure to timely deliver Option Fibers or ROFR Fibers to User is caused by an Event of Force Majeure (including but not limited to any government moratoriums and permitting delays not caused by Zayo’s actions or omissions), Zayo’s obligation to deliver such Option Fibers or ROFR Fibers to User shall be extended for the duration of the Event of Force Majeure.

Zayo shall, within 30 days following the date that a Service Order is fully executed for any Option Fibers or ROFR Fibers, apply for all permits, licenses or other permissions required to access or complete any required splicing (collectively “Access Permits”). Zayo shall provide an acceptable Completion Notice for any Option Fibers or ROFR Fibers to User within the following timelines following receipt of the relevant Access Permits and based on the Route Miles associated with the Option Fibers or ROFR Fibers as further identified below:

Route Miles	Days following receipt of Access Permits
[***]	[***]
[***]	[***]
[***]	[***]

9

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

f.    In the event Zayo fails to provide an acceptable Completion Notice for any Option Fibers or ROFR Fibers to User within the timelines specified in Section 3 (e) above, and such failure to provide is due to an Event of Force Majeure as specified in Section 3 e above, but Zayo is able to provide dark fiber or lit services that meets Zayo’s fiber specifications for other customers along the same fiber path and cable impacted by the Event of Force Majeure, then the Event of Force Majeure shall not excuse Zayo’s obligations to provide the applicable Option Fibers or ROFR Fibers and the provisions of Section 3e above shall apply. Notwithstanding the above, Zayo’s inability to provide the fiber due to its inability to access the fiber or any related access points caused by an Event of Force Majeure through no fault of Zayo (including but not limited to any government moratoriums and permitting delays not directly caused by Zayo’s negligent actions or omissions) shall not trigger the penalties set forth in Section 3.e regardless of the provisioning of dark fiber or lit services to other Zayo customers.

g.     User agrees to Lease the minimum amount of Option Fibers and/or ROFR Fibers as identified below, in accordance with the terms of this Section 3 by each milestone date as specified in the tables below (cumulatively “Purchase Commitment”):

Milestone Date	Cumulative Option Fibers and
	ROFR Fibers Leased
[***] months after 5th Amendment Effective Date	[***] Fiber Miles;
[***] months after 5th Amendment Effective Date	[***] Fiber Miles;
[***] months after 5th Amendment Effective Date	[***] Fiber Miles;
[***] months after 5th Amendment Effective Date	[***] Fiber Miles.

If User fails to lease the required amount of Option Fibers and/or ROFR Fibers by a Milestone Date, Zayo may begin billing User the Lease Fee each month for the difference between the total combined Option Fibers and ROFR Fibers leased by that Milestone Date and the applicable Purchase Commitment amount at the pricing contained in Section 7d (“Shortfall Charge”) until such time that User has met its Purchase Commitment. User’s failure to meet the Purchase Commitment by the applicable Milestone Date shall be reduced proportionately to the extent that any such failure is caused by Zayo’s failure to provide ordered Segments in accordance with the timelines set forth in Section 3(e) above.

FOR EXAMPLE: IF USER HAS LEASED A TOTAL OF [***] FIBER MILES OF OPTION FIBERS AND ROFR FIBERS BETWEEN THE 5TH AMENDMENT EFFECTIVE DATE AND THE [***] MONTH MILESTONE DATE, BEGINNING ON THE [***] MONTH FROM THE 5TH AMENDMENT EFFECTIVE DATE THE SHORTFALL CHARGE PAYABLE BY USER SHALL EQUAL TO $[***] ($[***] X 1,000 FIBER MILES).

h.    All notices given in accordance with this Section 3 shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by prepaid, overnight package delivery or courier service, return receipt requested; or

10

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

(ii) by the United States Postal Service, first class, certified mail, return receipt requested, postage prepaid. All notices given under this Section 3 shall be addressed as follows:

USER:	tw telecom holdings inc.
	10475 Park Meadows Drive
	Littleton, CO 80124
	ATTN: Procurement Contracts Administrator

With a copy to:	General Counsel
	tw telecom holdings inc.
	10475 Park Meadows Drive
	Littleton, CO 80124

With a copy to:	VP Construction/Logistics/Strategy
	10350 Park Meadows Drive
	Littleton, CO 80124

Zayo:	General Counsel
	Zayo Group, LLC
	1805 29th Street, Suite 2050
	Boulder, CO 80301

With a copy to:	TW Telecom Sales Account Manager
	Zayo Group, LLC
	1805 29th Street, Suite 2050
	Boulder, Co 80301

4.    Added Route Fibers.     User shall have an option to acquire additional User Dark Fibers for Eligible Segment(s), as defined below, in Zayo’s System located in each of the metropolitan cities identified in Exhibit B (collectively “Added Route Fibers”) as follows:

a.    For the initial [***] ([***]) month period beginning on the Amendment Effective Date, User shall have the right to request a Lease in additional User Dark Fibers for potential Eligible Segment(s) located within the metropolitan cities identified in Exhibit B. In the event that User desires to exercise this option on one or more occasions during the [***] ([***]) month period specified above, User will provide a written request to Zayo specifying the proposed User Route where User desires to lease additional User Dark Fibers (“Added Route Fiber Notice”). Within [***] days of receipt of an Added Route Fiber Notice, Zayo will inform User in writing which portions of the requested User Route and User Dark Fibers specified in the Added Route Fiber Notice are Eligible Segment(s) (where eligibility qualifications are further described in Section 4 c. below) and identify total User Dark Fiber net availability, if any, within such Eligible Segments up to a maximum of [***] fibers

11

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

(“Eligible Segment Notice”). User shall have [***] days after receipt of the Eligible Segment Notice to notify Zayo of its desire to Lease a specified amount of User Dark Fibers contained in the Eligible Segment Notice in one or more of the Eligible Segment(s) specified in the Added Route Fiber Notice (“Added Eligible Segment Notice”). Thereafter, the Parties will amend the Service Order for the applicable metropolitan city to add the User Dark Fibers specified in the Added Eligible Segment Notice at the same rates and terms applicable to the Initial Fibers.

b.    The Term of a Service Order amended by Added Route Fibers will commence in accordance with its terms irrespective of the delivery of the Added Route Fibers (i.e. acceptance of the Added Route Fibers will not delay billing of the Service Order), and the applicable Lease and Maintenance Fee will increase proportionately as the Added Route Fibers are accepted in accordance with the Agreement.

c.    “Eligible Segment” is a Segment in Zayo’s System that contains [***] ([***]) or more unused dark fibers as of the date of Zayo’s receipt of the applicable Added Route Fiber Notice, and is not committed to another purpose, subject to a pending transaction with another party, or subject to additional other considerations including, but not limited to, fiber demand, reserved fiber, physical constraints, and additional construction requirements. Additionally, the total Route Miles in the Eligible Segments leased by Zayo to User shall be no more than a maximum of [***] ([***]) Route Miles.

5.    Laterals. User may request Lateral Spurs to existing Zayo on-net buildings from the Initial Fibers, ROFR Fibers and the Option Fibers of each Segment. Upon receipt of the request for such Lateral Spurs, Zayo shall review availability and either accept or reject the request, in Zayo’s sole discretion. In the event Zayo accepts the request, the Parties shall mutually agree to and execute a Service Order. For the avoidance of doubt, the User Requirements provision as further described in the Service Order template shall always be a provision in any Lateral Spur Service Orders.

6.    Future Splicing Reconfigurations. Notwithstanding anything to the contrary contained in the Agreement or any amendment, addendum, Service Order or other document associated with or relating to the Agreement, both Parties agree that, with respect to the User Dark Fibers in Service Orders and Metro Service Orders under this 5^th Amendment, User shall have the same connection rights as set forth under Section 9 of the Agreement. Subject to the provisions of Section 9 of the Agreement, User may request that Zayo connect and tie in [***] with the User Dark Fibers provided in the Service Orders under this 5^th Amendment.

In addition, with respect to the User Dark Fibers in Service Orders under this 5th Amendment, the Parties acknowledge that Splicing Reconfigurations, solely at existing Connecting Points and Zayo’s splice enclosures containing User Dark Fiber of said Service Order, may be requested by User and hereby agree to the following intervals and charges:

a.Zayo will accept requests for Splicing Reconfigurations within [***] ([***]) days of receipt and, if no material Zayo facility modifications are required necessitating a revision to the Splicing Reconfiguration, will complete such splicing within [***] ([***])

12

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

business days of such request. For purposes of this Section 6, each “Splicing Reconfiguration” shall mean a change of splicing within a single existing Connecting Point.

b.If a revision to the initial requested Splicing Reconfiguration is deemed necessary by Zayo (for reasons including, but not limited to, physical constraints, access requirements or new Zayo equipment or other workrequired to complete the requested Splicing Reconfiguration), Zayo will revise such request within [***] ([***]) days of receipt and will further notify User of the additional Costs that User must pay Zayo to complete the requested Splicing Reconfiguration. User shall review such Costs and notify Zayo of its acceptance or rejection of such additional Costs. If User agrees to pay such additional Costs, Zayo will complete such work within [***] ([***]) business days of User’s written acceptance of the revised Splicing Reconfiguration.

c.In the event Zayo is not reasonably able to complete the Splicing Reconfiguration as specified in Sections 6 a. and b. above within [***] ([***]) days, then Zayo will use good faith efforts to complete such request in a commercially reasonable expedited and continuous timeframe.

d.Zayo will invoice User Splicing Reconfigurations at the rates specified in Exhibit I and such invoice shall be payable in accordance with the Agreement.

e.User acknowledges that the above delivery intervals may be impacted by circumstances beyond the control of Zayo including, but not limited to, permit processing delays and moratoriums. In such event, Zayo will not be in breach of the above intervals so long as Zayo is making continuous commercially reasonable good faith efforts to obtain such permits or otherwise move forward with the permitting and splicing process.

7.Pricing. Upon execution of this 5^th Amendment, the Parties shall use commercially reasonable efforts to prepare and execute Service Orders for the Initial Fibers described in Exhibit B within sixty (60) days. The pricing set forth in this Section 7 shall apply only to the Service Orders described immediately above (together with the Option Fibers and ROFR Fibers and Added Route Fibers ordered in accordance with Section 4 of this 5^th Amendment) for those metropolitan markets, route segments within each market, and related route mileage and fiber counts specifically identified in Exhibit B.

a.    The Lease Fee for Initial Fibers, Option Fibers and Added Route Fibers shall be a monthly recurring rate of $[***]/per fiber mile/per month. “Fiber mile” as used in this 5th Amendment shall mean, with respect to any applicable Service Order, the product of Route Miles multiplied by the User Dark Fiber count within said route. “Route Miles” as used in this 5th Amendment shall mean, with respect to any applicable Service Order, the Parties' determination of total linear miles for the User Route, as agreed to by the Parties and set forth in a Service Order (which shall be fixed and not subject to change during the Term).

13

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

b.    The annual Maintenance Fee in each Service Order shall be calculated at the rate of $[***]/per Route Mile/per year for all Segments ordered thereunder. For the avoidance of doubt, the Maintenance Fee shall be calculated based [***]; meaning that [***] when User accepts any additional Initial Fibers, Option Fibers, ROFR Fibers or Added Route Fibers on a Segment which User is already being charged a Maintenance Fee for Initial Fibers.

c.    The monthly Lease Fee and the Maintenance Fee for Initial Fibers and Added Route Fibers may be adjusted by Zayo annually beginning with [***] month of the Term. Such adjustment shall be a [***] percent ([***]%) increase of the applicable Lease Fee and Maintenance Fee from the previous year and, if exercised, shall be made at twelve month increments for the remainder of the Term. For the avoidance of doubt, any Added Route Fibers ordered by User shall be coterminous with the Initial Fibers and shall be subject to the above [***] percent ([***]%) annual increase beginning in month [***] ([***]) of the Term of the Initial Fibers, regardless of when they were ordered and accepted.

d.    The Lease Fee for Option Fibers and ROFR Fibers shall be a monthly recurring rate of $[***]/per fiber mile/per month and may be adjusted by Zayo annually beginning on the [***] month following the 5th Amendment Effective Date. Such adjustment shall be a [***] percent ([***]%) increase of the applicable Lease Fee from the previous year and, if exercised, shall be made at twelve month increments for the remainder of the Term. For the avoidance of doubt, except as otherwise specified herein, any Option Fibers and ROFR Fibers ordered by User shall be coterminous with the Initial Fibers and shall be subject to the above [***] percent ([***]%) annual increase regardless of when they were ordered and accepted.

e.    Pricing for the Lateral Spurs under this 5^th Amendment shall be as follows. Unless otherwise specified in a Service Order, pricing for the Lateral Spurs are [***] at any time during the Term. For clarity, none of the Initial Fibers, Option Fibers, ROFR or Added Route Fibers shall be Lateral Spurs (regardless of configuration):

(i.)	Single Lateral Spur (two fibers):	$[***] MRC, $[***]NRC
	Additional two (2) fiber increments:	$[***] MRC
	(Add $[***] NRC if augmenting initial Lateral Spur at a later date)

(ii.)	Dual Lateral Spur (2 fibers each entry):	$[***] MRC, $[***] NRC
	Additional two (2) fiber increments to both entries:	$[***] MRC
	(Add $[***] NRC if augmenting initial Lateral Spur at a later date)

f.    "F & R Fees" shall mean recurring franchise fees and rights of way fees imposed upon the Zayo System following the Acceptance Date, or any part thereof, or upon the User Dark Fibers, or any part thereof, by any state or local government or other authority (collectively “Grantor”), and that are based on the amount of rights-of-way being used and are not based on Zayo’s revenues or the use of the Grantor facilities. In addition to the Lease Fee, Maintenance Fee

14

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

and other charges pursuant to this 5^th Amendment, User shall pay amounts equal to its [***] of any F&R Fees. User’s “proportionate share”, as such term is used in this Section 7(f), shall be allocated based on the ratio to which the number of User Dark Fibers bears to the total number of fibers within the affected portion of the Zayo System.

8.    Payment.

a.    Upon the Amendment Effective Date of this 5^th Amendment, Zayo will invoice and user will pay in accordance with the Agreement a nonrecurring charge of [***] Dollars and No/100 ($[***]) which shall be payable by User by [***].

b.    The monthly recurring Lease Fee for each Service Order representing the Initial Fibers shall be phased in as follows, subject to Section 2.d:

(i).    Zayo shall begin invoicing for [***] percent ([***]%) of the Lease Fee as calculated based on the above pricing upon the Acceptance Date of the Service Order.

(ii).    Beginning in the [***] of the Term of the Service Order, Zayo shall begin invoicing for [***] ([***]%) of the Lease Fee as calculated based on the above pricing.

(iii).    Beginning in the [***] of the Term of the Service Order, Zayo shall begin invoicing for [***] percent ([***]%) of the Lease Fee as calculated based on the above pricing.

(iv.)    Beginning in the [***] of the Term of the Service Order, Zayo shall begin invoicing for one-hundred percent (100%) of the Lease Fee as calculated based on the above pricing.

c.    The monthly recurring Maintenance Fee shall be invoiced beginning with the Acceptance Date of the Initial Fibers for each applicable Service Order. No additional Maintenance Fee shall be charged in [***] of the Term when User accesses the additional Initial Fibers or in the event User orders Option Fibers or ROFR Fibers. The Lateral Spurs shall not be subject to a [***].

d.    Except as otherwise specified herein or in a Service Order, nonrecurring charges shall be invoiced upon the Acceptance Date of the Service Order.

9.    Term.

a.    Except as otherwise specified herein, the initial Term of each Service Order for the Initial Fibers shall commence upon the Acceptance Date of the last Segment in a given Service Order and shall continue for twenty (20) years (“Initial Term”). Except as otherwise specified herein, the Term of any Option Fibers, ROFR Fiber or Added Route Fibers shall be coterminous with the Term of the Initial Fibers in that market. Unless User provides Zayo with at least one hundred an eighty (180) days written notice prior to the end

15

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

of the Initial Term of its desire not to renew the Term, the Term of the Service Order shall automatically renewal for a new ten (10) year period at the then current Lease Fee and Maintenance Fee (“First Renewal Term”). Unless User provides Zayo with at least one hundred eighty (180) days written notice prior to the expiration of the First Renewal Term of its desire not to renew the Term, the Term of the Service Order shall automatically renew for a new ten (10) year period at the then current Lease Fee and Maintenance Fee (“Second Renewal Term”). Thereafter, the Term shall automatically renew for one (1) year annual periods (“One Year Renewal Terms”) unless either party terminates with three hundred sixty (360) days prior written notice. The Initial Term, together with the First Renewal Term, the Second Renewal Term and the One Year Renewal Terms, are collectively referred to as “Term.”

b.    The initial Term of the Lateral Spurs ordered by User shall be three (3) years from the Acceptance Date (“Initial Term”) and thereafter shall automatically renew for up to seven successive one (1) year annual periods (“One Year Renewal Terms”) unless terminated by User within sixty (60) days of the expiration of the Initial Term or applicable One Year Renewal Term. Unless earlier terminated as provided herein, upon expiration of the 7^th One Year Renewal Term, the term of a Lateral Spur automatically renews for 12 month periods (“Auto Renewal Term”) until terminated by either Party with not less than one hundred and eighty (180) days prior written notice. The Initial Term, together with the One Year Renewal Terms and Auto Renewal Terms, are collectively referred to as “Term”.

10.    Migration Option.

a. User shall have the right, to be exercised in User’s sole discretion, to migrate any or all of the dark fibers and associated facilities, in the Metro Dark Fiber Agreements identified as “Pending” in the Migration Status column specified in Exhibits D and E and to replace said Metro Dark Fiber Agreements with new Service Orders under this Agreement, all in accordance with the terms specified in this Section 10 (“Migration Option”). By November 15, 2013, User shall notify Zayo which of the aforesaid Metro Dark Fiber Agreements User desires to include in the Migration Option, and for each, indicate in accordance with the terms below if it is “Migrate only”, “Migrate (re-term only)” or “Migrate (re-term & re-price)” (“Migration Notice”).

b. The Parties agree the Migration Option is deemed exercised for the dark fibers, and associated facilities, in the Metro Dark Fiber Agreements identified as “Migrate only”, “Migrate (re-term only)”, and “Migrate (re-term & re-price)”, in the Migration Status column in Exhibits D and E.

c.    The Parties shall prepare Metro Service Orders pursuant to this 5^th Amendment to migrate the Metro Dark Fiber Agreements included in the Migration Option in accordance with the following principles (collectively “Metro Service Orders”): (1) a single Metro Service Order will be utilized for each applicable Metro Dark Fiber Agreement which will identify the various User Dark Fibers and associated facilities, Routes and Connecting Points for that Metro Dark Fiber Agreement, (2) the Metro Service Order shall be in the form described in Exhibit C-2 (3) no NRCs shall apply and (4) except as specified

16

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

in Sections 10(c)(i) and 10 (c)(ii) below, the pricing and committed term, including renewals, shall be the same as the applicable pricing and remaining committed term as in effect for the applicable Metro Dark Fiber Agreement immediately prior to execution of the Metro Service Order. The Parties shall each use commercially reasonable efforts to enter into Metro Service Orders for the Metro Dark Fiber Agreements included in the Migration Option by December 15, 2013. Upon execution of the Metro Service Orders, the User Dark Fibers and associated facilities specified in such Metro Services Orders shall be provided in accordance with the Agreement and the corresponding Metro Dark Fiber Agreements shall immediately terminate. For the avoidance of doubt, none of the Metro Dark Fiber Agreements are eligible for the Option Fibers or ROFR Fibers as further described in Section 3 of this 5th Amendment.

i.    For the Metro Dark Fiber Agreements with [***] years or less remaining in the applicable current term as of the Amendment Effective Date identified as “Migrate (re-term & re-price)” in the Migration Status column of Exhibit D, and at User’s sole discretion, any Metro Dark Fiber Agreement with five (5) years or less remaining in the applicable current term as of the Amendment Effective Date and identified as “Migrate (re-term & re-price)” in a Migration Notice, such Metro Dark Fiber Agreements shall be re-termed to a twenty (20) year Term commencing upon the execution of the Metro Service Order, shall have the Term renewals as further described in Section 9 a. of this 5^th Amendment,shall be repriced according to the pricing terms in [***] and such repricing shall be effective as of [***].

ii.    For the Metro Dark Fiber Agreements identified as “Migrate (re-term only)” in the Migration Status column of Exhibits D and E, and at User’s sole discretion, any Metro Dark Fiber Agreement identified as “Migrate (re-term only)” in a Migration Notice, such Metro Dark Fiber Agreements shall be re-termed to a twenty (20) year Term commencing upon execution of the Metro Service Order and receive the Term renewals as further described in Section 9 a. of this 5th Amendment.

d.    For the avoidance of doubt, none of the Metro Dark Fiber Agreements are eligible for the Option Fibers or ROFR Fibers as further described in Section 3 of this 5^th Amendment and no Metro Dark Fiber Agreements with more than [***] years remaining in the applicable current term as of the Amendment Effective Date may be repriced in accordance with 10(c)(i) above.

11.    Relocations. The terms and conditions for User’s right to elect not to participate in a relocation other than Voluntary Relocations (“Involuntary Relocation”), as further described in Section 11.3 of the Agreement, are hereby revised to be understood that User must participate in an Involuntary Relocation when (i) Segments being relocated were originally constructed by Zayo specifically for User and said construction occurred following execution of an agreement granting User dark fibers in said Segment, or (ii) User’s share of the Costs (as described in Section 11.4 of the Agreement) is less than or equal to [***] dollars and no/100 dollars ($[***]). For the avoidance of doubt, in the event User’s share of the Costs (as described in Section 11.4 of the Agreement) for an Involuntary Relocation is greater than $[***], then User shall have the option to either participate

17

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

or not participate in such Involuntary Relocation as specified in Section 11.4.Zayo’s invoicing for Involuntary Relocations will be in accordance with Section 11.4 of the Agreement and shall describe the scope of work, Cost of work (upon request Zayo will provide supporting documentation of all such Costs), and detail all calculations used in obtaining the User’s share of the Costs. For the avoidance of doubt, Section 11.3 as amended herein, shall apply to all Service Orders subject to the Agreement.

12.Portability and Zayo Construction Option.

a. The Parties previously entered into Service Order 2 – San Francisco – San Jose, Zayo Service Order Number 373533 (“Service Order 2”). Effective on the Acceptance Date of the last Segment in the Service Order for the Initial Fibers located in the San Jose Market, Service Order 2 shall be repriced in accordance with the provisions of Section 7 (a), (b) and (c).

b. User may, within [***] from the 5^th Amendment Effective Date (“SLROFR Period”) desire to construct or otherwise obtain from a third party up to [***] dark fibers along the route specified in Exhibit J (“Salt Lake Route”). For the SLROFR Period, User shall grant Zayo a right of first refusal (“SLROFR”) to provide the Salt Lake Route for User at the lesser of Zayo’s Costs or $[***] (“SLR NRC”). User agrees that during the SLROFR Period, it will not construct or obtain from a third party the Salt Lake Route unless it complies with this Section 12b. During the SLROFR Period, User will notify Zayo in the event that User desires to construct or obtain from a third party the Salt Lake Route (“SLROFR Notice”). If Zayo desires to exercise its SLROFR, Zayo will notify User within [***] days of receipt of the SLROFR Notice of its desire to provide to User the Salt Lake Route within [***] days for the SLR NRC. If Zayo exercises the SLROFR, the Parties will enter into a Service Order with a Committed Delivery Date of [***] days from the SLROFR Notice. Upon completion of the Salt Lake Route, the applicable dark fibers in the Salt Lake Route shall become User Dark Fibers under the Agreement with the term and renewal terms specified in Section 9a and a monthly recurring Maintenance Fee in accordance with Section 8c provided that, in consideration of the SLR NRC, no Lease Fees shall apply to such Salt Lake Route for the duration of its Term. If Zayo does not exercise its right of first refusal within [***] days of receipt of the SLROFR Notice, Zayo’s SFROFR expires and User may construct or obtain from a third party the Salt Lake Route without utilizing Zayo.

13.    Fiber Specificationsand Performance. All User Dark Fibers provided under this 5^th Amendment will perform according to the fiber specifications as further described in the “Testing and Acceptance of User Dark Fibers” section of the Service Order template of Exhibit B to this 5^th Amendment and Exhibits A and C of the Agreement, and shall meet or exceed all such specifications for [***] of the respective Service Order.

14.    Deliverables. Within ninety (90) days of the Acceptance Date for a given Service Order, Zayo will provide User with a CD ROM to include the associated OSPInSight databases for all User Dark Fibers hereunder. The OSPInSight database files will include all associated MapInfo database layers needed for a complete and working OSPInSight database, including but not limited to; Segment numbering, manhole locations and numbers, splice locations, fiber assignments, and fiber counts.The Parties mutually acknowledge that situations may occur where such a delivery

18

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

timeframe may reasonably need to be extended, and agree to work together to finalize such deliverables as soon as commercially reasonable.

15.    Restatement of Section 1.1. Section1.1 of the Agreement is hereby amended by adding a definition of “Connecting Points” and replacing the definition of “Costs” as specified below:

“Connecting Point” shall meana splice location at a Zayo fiber distribution panel, or collocation facility, and Manholes, Handholes or serving Manholes.

"Costs" shall mean actual, direct costs paid or payable in accordance with the established accounting procedures generally used by Zayo and which Zayo utilizes in billing third parties for reimbursable projects, including the following: (i) internal labor costs (including wages, salaries and benefits) and overhead allocable to such labor costs, and (ii) other direct costs and out‑of‑pocket expenses on a pass‑through basis (e.g., equipment, materials, supplies, contract services, etc.); and (iii) a management fee equal to [***] of all such costs.

16.     Section 4.7 of the Agreement. The following Section 4.7 is hereby added to the Agreement:

“4.7. If Zayo fails to pay User amounts due hereunder, including, without limitation, any credits or liquidated damages payable hereunder (collectively “Non-Performed Obligations”), User may set-off against future Lease Fees payable hereunder. Any such set-off in good faith of any future Lease Fee shall not result in a breach of this Agreement or any related agreement provided that the Zayo shall have the right to recover any future Lease Fees that were improperly set-off. Zayo acknowledges and agrees that User shall have the right to setoff the amount of the Non-Performed Obligations notwithstanding the commencement any insolvency proceeding, relief under Title 11 of the United States Code or the application of the automatic stay contained in 11 U.S.C. § 362.”

17.    Section 9.1 of the Agreement. The first sentence of Section 9.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Zayo agrees that it will connect User’s fiber optic cable, fiber optic strands or other compatible transmission media (“User Media”) with the User Dark Fibers at Connecting Points.”

18.    Section 9.3 of the Agreement. The first two sentences of Section 9.3 of the Agreement are hereby deleted and replaced with the following:

“During the Term User may request Zayo to perform work on the User Dark Fiber, Connecting Points and related facilities. Zayo will perform such work under the following terms and conditions:”

19.    Section 11.6 of the Agreement. The following Section 11.6 is hereby added to the Agreement:

19

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

“Section 11.6. Notwithstanding anything to the contrary Sections 10 and 11 of the Agreement, to the extent that any Involuntary Relocation, Non Routine Maintenance and/or F&R Fee relates to (i) work necessitated by User's negligence or willful misconduct, (ii) User's elective maintenance or repair requests, or (c) work performed on User Dark Fiber where the System Route was specifically constructed by Zayo at User’s requests, User shall pay and reimburse Zayo for one hundred percent (100%) of all Costs incurred by Zayo in connection with such non Routine Maintenance, within thirty (30) days of User's receipt of Zayo's invoice therefore.”

20.    Section 12.3 of the Agreement. The first sentence of Section 12.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Subject to the limitations set forth in this Agreement and to the restrictions set forth in the Underlying Rights, User shall use the User Dark Fibers and the Associated Property solely for lawful purposes.”

21.     Section 13 of the Agreement. Section 13 of the Agreement is hereby deleted in its entirety and replaced with the following Section 13:

“Section 13. Indemnity

13.1 Zayo hereby agrees to indemnify, defend, protect and hold harmless User and its Affiliates, and their employees, officers, directors and agents (the "User Indemnified Persons"), from and against, and assumes liability for all demands, suits, actions, damages, claims, losses, fines, judgments, costs and expenses (including reasonable attorneys', accountants' and experts' fees and disbursements) of any character (“Claims”) (a) suffered or incurred by the User Indemnified Persons or any of them because of the death of any Person, or any bodily injuries or damage received or sustained by any Persons or tangible property to the extent arising on account of the negligent acts or omissions, of Zayo in the construction of the Zayo System and/or in the performance or non–performance of its obligations or exercise of its rights under this Agreement, including any material violation by Zayo of any regulation, rule, statute or court order of any governmental authority applicable thereto; (b) suffered or incurred by User Indemnified Persons or any of them to the extent arising out of Zayo’s failure to obtain and maintain the Underlying Rights as required by this Agreement and/or Zayo’s violation of the Underlying Rights; (c) under the workers compensation laws asserted by any employee of Zayo or its agents, contractors, customers or any other Person providing goods or services for or on behalf of any of the foregoing in connection with this Agreement suffered or incurred by the User Indemnified Persons or any of them; or (d) suffered or incurred by User Indemnified Persons or any of them to the extent arising out of, caused by, related to or based upon an allegation that the User Dark Fibers, as provided by Zayo, violate third party intellectual property rights. Zayo’s indemnification obligations hereunder shall not be applicable to any Claims to the extent caused by, arising out of or in connection with the negligence, intentional acts or omissions or misconduct of the User Indemnified Persons or any of them.

13.2     User hereby agrees to indemnify, defend, protect and hold harmless Zayo and its Affiliates, and their employees, officers, directors and agents (the "Zayo Indemnified Persons"), from and against, and assumes liability for all Claims (as defined in Section 13.1) (a) suffered or incurred by the Zayo Indemnified Persons or any of them because of the death of any Person, or

20

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

any bodily injuries or damage received or sustained by any Persons or tangible property (including without limitation, the Zayo System) to the extent arising on account of the negligent acts or omissions, of User in the performance or non performance of its obligations or exercise of its rights under this Agreement, including any violation by User of any Underlying Rights Requirements or any regulation, rule, statute or court order of any governmental authority applicable thereto (b) under the workers compensation laws asserted by any employee of User, or its agents, contractors, customers or any other Person providing goods or services to any of the foregoing in connection with this Agreement, and suffered or incurred by the Zayo Indemnified Persons or any of them; (c) suffered or incurred by Zayo Indemnified Persons or any of them to the extent arising out of, caused by, related to or based upon a contractual or other relationship between such claiming party and User as it relates to the User Dark Fibers, the User Equipment, the Underlying Rights Requirements or this Agreement, including any claim for interruption of service or in respect of service quality. User’s indemnification obligations hereunder shall not be applicable to any Claims to the extent caused by the negligence, intentional acts or omissions or misconduct of Zayo Indemnified Persons or any of them.

13.3    Zayo is not obligated to indemnify User, and User shall defend and indemnify Zayo hereunder, for any claims by any third party, including End User Customers, to the extent arising from services provided by User that incorporate any of the User Dark Fibers (“User Services”) including but not limited to (a) violation of any applicable law by End User Customers; (b) termination or suspension of User’s Services use of the User Dark Fibers due to a User Default; or (c) claims by a third party, including without limitation End User Customers, arising out of or related to the use or misuse of any User Service.

13.4    Any Party seeking indemnification hereunder ("Indemnitee") shall promptly notify the Party from whom indemnification is sought (“Indemnitor”) of the nature and amount of such claim and the method and means proposed by the Indemnitee for defending or satisfying such claim. The Indemnitor shall in good faith consult with the Indemnitee respecting the defense and satisfaction of such claim, including the selection of and direction to legal counsel, but the Indemnitor shall have the right to control the defense. The Indemnitee shall cooperate with Indemnitor in the conduct of the defense and neither Party shall pay or settle any such claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Indemnitee refuses to accept a settlement recommended by Indemnitor, and which Indemnitor is willing to pay in full, then after reasonable advance written notice to Indemnitee, Indemnitor shall be released from its indemnification and defense obligation.

13.5    Subject to Sections 13.6 and 13.7, nothing contained herein shall operate as a limitation on the right of either Party hereto to bring an action for damages against any third Person, including indirect, special or consequential damages, based on any acts or omissions of such third Person as such acts or omissions may affect the construction, operation or use of the User Dark Fibers or the Zayo System, except as may be limited by Underlying Rights Requirements; provided, however, that each Party hereto shall assign such rights or claims, execute such documents and do whatever else may be reasonably necessary to enable the other Party to pursue any such action against such third Person.

21

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

13.6    Notwithstanding the foregoing provisions of this Section 13, to the extent Zayo is required under the terms and provisions of any Underlying Rights to indemnify the grantor or provider thereof from and against any and all claims, demands, suits, judgments, liabilities, losses or expenses arising out of or related to such Underlying Rights, regardless of the cause and regardless of whether such claims, demands, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, actions or inaction of such grantor or provider and its employees, servants, agents, contractors, subcontractors or other Persons using the property covered by such Underlying Rights, User hereby releases such grantor or provider from the same, regardless of whether such claims, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, willful misconduct or other action or inaction, of such grantor or provider or its employees, servants, agents, contractors, subcontractors or other Persons using the property covered by such Underlying Right.

13.7    Notwithstanding the foregoing provisions of this Section 13, to the extent User is required under the terms and provisions of any Underlying Rights Requirements to indemnify the grantor or provider thereof from and against any and all claims, demands, suits, judgments, liabilities, losses or expenses arising out of or related to such Underlying Rights Requirements, regardless of the cause and regardless of whether such claims, demands, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, actions or inaction of such grantor or provider and its employees, servants, agents, contractors, subcontractors or other Persons using the property covered by such Underlying Rights Requirements, Zayo hereby releases such grantor or provider from the same, regardless of whether such claims, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, willful misconduct or other action or inaction, of such grantor or provider or its employees, servants, agents, contractors, subcontractors or other Persons using the property covered by such Underlying Rights Requirements.

22.     Section 14 of the Agreement. Section 14 of the Agreement is hereby deleted in its entirety and replaced with the following Section 14:

“14.    Limitation of Liability

14.1    NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE PARTIES INDEMNIFICATION OLIGATIONS FOR THIRD PARTY CLAIMS IN SECTION 13 AND THE CONFIDENTIALITY OBLIGATIONS IN SECTION 18, NEITHER PARTY OR ITS AFFILIATES SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY OR ITS AFFILIATES OR END USER CUSTOMERS FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER SUCH LIMITATION LEADS TO THE FRUSTRATION OF EITHER PARTY’S PURPOSE, INCLUDING WITHOUT LIMITATION, ECONOMIC LOSS OR LOST BUSINESS OR PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY), ALL CLAIMS FOR WHICH ARE HEREBY SPECIFICALLY WAIVED.

22

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

14.2    The Parties expressly agree that no claim for losses or damages whatsoever in connection with this Agreement shall be made more than two (2) years after the date that the event giving rise to such claim is known or reasonably should have been known to the Party making such claim, and no claim for indemnity under the provisions of Section 13 shall be made more than two (2) years after the first notice of any claim received by the Party claiming under such indemnity provision.

14.3    Zayo shall not be liable to User or User’s customers (“End User Customers”) for any claims or damages resulting from or caused by (a) unauthorized access to transmission facilities or premise equipment, or for unauthorized access to or alteration, theft, or destruction of data files, programs, procedure, or information through accident, wrongful means or devices, or any other method; (b) User’s fault, negligence or failure to perform User’s responsibilities; (c) claims against User by any other party (except for third-party claims indemnified under Section 13); (d) any act or omission of any other party, including End User Customers; or (e) equipment or services furnished by a third party, including End User Customers. Zayo is not responsible for the content of any information transmitted or received through the Services. User shall be solely responsible for all of the security and confidentiality of information it transmits using a Service. User shall be solely responsible for all User support, pricing and service plans, billing and collections with respect to its End Users Customers, including obtaining all necessary legal or regulatory approvals to provide or terminate the provision of the services to its End User Customers. Zayo exercises no control over, and accepts no responsibility for, the content of the information passing through its network, or User Equipment, and use of any such Service is at User's own risk.

14.4 Excluding the Parties respective obligations contained in Sections 13 herein, User’s obligations specified in Section 3g. of the 5^th Amendment, User’s obligations to pay fees payable to Zayo hereunder and any termination liability provided herein or in a Service Order, and Zayo’s obligations to pay User credits, costs and/or liquidated damages provided herein or in a Service Order, each Party’s total liability for any and all causes and claims whether based in contract, warranty, negligence or otherwise shall be limited to an amount equivalent to the total Lease Fees applicable to the affected User Dark Fibers over the preceding twelve (12) month period and provided further, that this limitation shall not restrict either Party's right to proceed for injunctive relief.”

23.     Section 15 of the Agreement.    Section 15 of the Agreement is amended by the deletion of “and its contractors and subcontractors” in the first sentence of Section 15.1 and by the deletion of “or material change” in the last sentence of Section 15.2.

24.     Section 17 of the Agreement. Section 17 of the Agreement is amended by replacing the notice contacts with the following:

USER:	tw telecom holdings inc.
	10475 Park Meadows Drive
	Littleton, CO 80124
	ATTN: Procurement Contracts Administrator

23

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

With a copy to:	General Counsel
	tw telecom holdings inc.
	10475 Park Meadows Drive
	Littleton, CO 80124

Zayo:	General Counsel
	Zayo Group, LLC
	1805 29th Street, Suite 2050
	Boulder, CO 80301

25.    Section 18.4 of the Agreement. The following is hereby added at the end of the last sentence of Section 18.4 of the Agreement:

“provided, however, that nothing in this section will prohibit either party from describing the transaction in a report filed under the federal securities laws to the extent required in the reasonable opinion of its counsel. Upon request of the other party, a party including such information in a report will advise the other party of the information to be included in such report”.

26.    Section 19.1(c) of the Agreement. Section 19.1(c) of the Agreement is hereby deleted in its entirety.

27.    Section 22 of the Agreement. Section 22 of the Agreement is hereby deleted in its entirety and replaced with the following Section 22:

“22.    Dispute Resolution

22.1    Except as otherwise provided in this Agreement, any dispute, controversy or claim between the Parties relating to, arising out of, or in connection with this Agreement (or any subsequent agreements or amendments thereto), including as to its existence, enforceability, validity, interpretation, performance or breach or as to indemnification or damages, including claims in tort, whether arising before or after the termination of this Agreement (any such dispute, controversy or claim being herein referred to as a “Dispute”) shall be settled by use of the following procedure:

(a)    At the written request of a Party, each Party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any Dispute. The discussions shall be left to the discretion of the representatives. Upon failure to reach agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the Parties’ representatives for purposes of these negotiations shall be treated as Confidential Information developed for the purposes of settlement, exempt from discovery and production, and without the concurrence of both Parties shall not be admissible in any lawsuit. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in the arbitration.

24

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

(b)    If negotiations between the representatives of the Parties do not resolve the Dispute within a reasonable period of time or the Dispute is not reasonably capable of being resolved through such negotiations, the Parties may litigate any such Dispute.

22.2    If either Party commences litigation under this Agreement, the prevailing Party is entitled to reimbursement of its reasonable costs and attorneys’ fees from the other Party.”

28.    Section 23 of the Agreement. Section 23 of the Agreement is hereby deleted in its entirety and replaced with the following Section 23:

“23.    Assignment and Transfer Restrictions

23.1    Except as provided below in this Section 23.1 and as provided in Section 23.2, neither Party may transfer or assign all or any part of this Agreement or of its interest under this Agreement, or delegate any duties, burdens, or obligations arising hereunder, without the other Party's prior express written consent. In no event whatsoever shall User transfer, sell, assign, condo, swap, exchange, lease, sublease, license, sublicense or grant indefeasible or other rights of use in or to any one or more of the User Dark Fibers or User’s interest therein, or enter into any other arrangement with any Person for such Person’s use of any one or more of the User Dark Fibers. A transfer, assignment or other action in violation of this Article 21 shall constitute a material breach of this Agreement and shall be null and void. If any such consent is given, the assigning Party nevertheless shall remain fully and primarily liable for all obligations under this Agreement. Nothing in this section shall be construed to restrict the sale of Telecommunications Services, Internet, VoIP or similar services by User.

23.2    Notwithstanding the provisions of Section 23.1 above, User may transfer and assign this Agreement in whole, but not in part, to a Permitted Assignee. As used herein, the term "Permitted Assignee" shall mean (a) any Affiliate of User, (b) any Person that purchases all or substantially all of the assets of User, or any other Person formed by or surviving the merger or consolidation of User and any other Person or (c) any Person that purchases all or substantially all of the assets of User that are used in the provision of long-haul telecommunications services, including User’s rights hereunder to the User Dark Fibers and all of the User Equipment. Any Permitted Assignee shall expressly assume in writing all obligations and liabilities with respect to the Agreement which arise after the effective date of assignment or transfer, prior to or upon the effectiveness of such assignment, and User shall thereupon be released from any liabilities and obligations under this Agreement that arise after the date of assignment or transfer, provided that such Permitted Assignee has a commercially reasonable credit standing sufficient to assume such liabilities. Any and all increased payments to grantors or providers of any Zayo Underlying Right and any other additional fees, charges, costs or expenses which result under the Zayo Underlying Rights or otherwise as a result of any Permitted Assignment or transfer of this Agreement by User shall be paid by User.

23.3    Notwithstanding the provisions of Section 23.1 above, Zayo may transfer and assign this Agreement in whole, but not in part, to a Permitted Assignee. As used herein, the term "Zayo

25

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

Permitted Assignee" shall mean (a) any Affiliate of Zayo, (b) any Person that purchases all or substantially all of the assets of Zayo, or any other Person formed by or surviving the merger or consolidation of Zayo and any other Person. Any Zayo Permitted Assignee shall expressly assume in writing all obligations and liabilities with respect to the Agreement which arise after the effective date of assignment or transfer, prior to or upon the effectiveness of such assignment, and Zayo shall thereupon be released from any liabilities and obligations under this Agreement that arise after the date of assignment or transfer, provided that such Permitted Assignee has a commercially reasonable credit standing sufficient to assume such liabilities. Nothing shall be deemed or construed to prohibit Zayo from selling, transferring, leasing, licensing, granting indefeasible rights of use in or entering into similar agreements or arrangements with other Persons respecting any Innerducts or other conduit tubing, Cable, fibers (other than the User Dark Fibers or Maintenance Fibers), or Associated Property constituting a part of the Zayo System, provided that User’s rights under this Agreement shall not be limited, restricted, abridged, terminated or otherwise adversely affected by any such assignment. Zayo may encumber the Zayo System provided any such encumbrance created after the date of this Agreement shall be subject to the rights of User hereunder. Zayo may pledge or assign its rights under this Agreement to its Lender(s) for the purpose of securing financing for its construction, maintenance, or extension of the Zayo System.”

29.    Section 25.3 of the Agreement. Section 25.3 of the Agreement is hereby amended by replacing “Georgia” with “Colorado”.

30.     Section 25.5 of the Agreement. The following is hereby added to Section 25.5 of the Agreement:

“To the extent that any of the provisions of any Service Order is inconsistent with the express terms of this Agreement, the terms of the Service Order shall prevail.”

31.    Section 25.1 of the Agreement. The following Section 25.1 is hereby added to the Agreement.

“25.1    User’s Operating Companies. The Parties agree that Service Orders may be issued under the Agreement for and on behalf of User’s individual operating companies. In such event the applicable operating company agrees to be bound by the terms and conditions of the Agreement and User shall remain liable for all obligations and liabilities with respect to the Agreement”

32.    Defined Terms in this Amendment. Except as otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Agreement, and all references to “AGLN” in the Agreement shall refer to “Zayo”. Additionally, except as modified herein, all provisions applicable to the User Dark Fibers under the Agreement shall apply to the User Dark Fibers leased in this 5^th Amendment.

33.    Rules of Construction. The captions or headings in this 5^th Amendment are strictly for convenience and shall not be considered in interpreting this 5^th Amendment or as amplifying or limiting any of its content.

26

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

34.    Representations and Warranties. By execution of this 5^th Amendment, each Party represents and warrants to the other:

(a)    That the representing Party has full right and authority to enter into and perform this 5^th Amendment in accordance with the terms hereof and thereof, and that by entering into or performing under this 5^th Amendment, the representing Party is not in violation of its charter or bylaws, or any law, regulation or agreement by which it is bound or to which it is subject;

(b)    That the execution, delivery and performance of this 5^th Amendment by such Party has been duly authorized by all requisite corporate action, that the signatories for such Party hereto are authorized to sign this 5^th Amendment, and that the joinder or consent of any other Party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this 5^th Amendment by such Party.

(c)    That this 5^th Amendment has been fully negotiated between and jointly drafted by the Parties.

35.    Severability. If any section, subsection, sentence, clause, phrase, or other portion of this 5^th Amendment is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect.

36.    Ratification. This 5^th Amendment shall be governed by the Agreement and shall form a single integrated agreement between Zayo and User.Except as specifically set forth in this 5^th Amendment, the Agreement is hereby ratified and affirmed in all respects and all other terms, covenants and conditions of the Agreement shall remain unchanged and shall continue in full force and effect. In case of an inconsistency or conflict between this 5^th Amendment and the Agreement, this 5^th Amendment shall govern. Unless otherwise stated herein, all other Agreement rights shall remain in full force and effect.

37.    Incorporation of Recitals. The above recitals are true and correct, are incorporated herein by this reference and made a part of this 5^th Amendment.

38.    Execution. This 5^th Amendment may be executed by facsimile and in multiple counterparts, each of which when executed and delivered will be deemed to be an original and all of which shall be construed together as one and the same agreement. Facsimile signatures shall be treated as originals.

27

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. Omitted information, marked “[***]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in this 5^th Amendment and intending to be legally bound hereby, Zayo and User have executed this 5^th Amendment effective as of the date last written below (“Amendment Effective Date”).

AGREED AND ACCEPTED:

Zayo Group, LLC

f/k/a AGL Networks, LLC

By: /s/ Gregg Strumberger

Name: Gregg Strumberger

Title: General Counsel, ZFTI

Date: November 1, 2013

tw telecom holdings inc.

By: /s/ Larissa Herda

Name: Larissa Herda

Title: Chief Executive Officer & President.

Date: November 1, 2013

28

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-4 No. 333-192450) of tw telecom inc., and

(2) Registration Statements (Form S-8 Nos. 333-117757, 333-117754, 333-48084, 333-83995, 333-164318) of tw telecom inc.

of our reports dated February 14, 2014, with respect to the consolidated financial statements and schedule of tw telecom inc., and the effectiveness of internal control over financial reporting of tw telecom inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2013.

/s/ Ernst & Young LLP

Denver, Colorado

February 14, 2014

EX-31.1

Exhibit 31.1

Certification

I, Larissa L. Herda, certify that:

1 I have reviewed this annual report on Form 10-K of tw telecom inc.;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4 The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5 The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 14, 2014

By:	/s/ Larissa L. Herda
	Chairman and
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Mark A. Peters, certify that:

1 I have reviewed this annual report on Form 10-K of tw telecom inc.;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4 The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5 The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 14, 2014

By:	/s/ Mark A. Peters
	Mark A. Peters
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report of tw telecom inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission (the “Report”), I, Larissa L. Herda, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.

/s/ Larissa L. Herda
Name: Larissa L. Herda
Date:	February 14, 2014

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report of tw telecom inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission (the “Report”), I, Mark A. Peters, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.

/s/ Mark A. Peters
Name: Mark A. Peters
Date:	February 14, 2014

XML

Earnings Per Common Share and Potential Common Share (Narrative) (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share [Abstract]
Potentially anti-dilutive shares outstanding	2.7	23.2	26.1
2 3/8% Convertible Senior Debentures, Due 2026 [Member] | Convertible and Unsecured Debenture [Member]
Debt Instrument [Line Items]
Interest rate percentage	2.375%

XML

Fair Value Measurements (Summary Of Carrying Amounts And Fair Values Of Long-Term Debt, Including Current Portion) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2013 Term Loan [Member] Term Loan B, Due 2020 [Member]	Dec. 31, 2013 Senior Notes [Member] 8% Senior Notes, net of discount [Member]	Dec. 31, 2013 Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2013 Senior Notes [Member] 5 3/8% Senior Notes, net of discount, issued August 2013 [Member]	Dec. 31, 2013 Senior Notes [Member] 6 3/8% Senior Notes [Member]	Dec. 31, 2013 Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, net of discount [Member]	Dec. 31, 2013 Carrying Value [Member]	Dec. 31, 2012 Carrying Value [Member]	Dec. 31, 2013 Carrying Value [Member] Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2012 Carrying Value [Member] Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2013 Carrying Value [Member] Term Loan [Member] Term Loan B [Member]	Dec. 31, 2012 Carrying Value [Member] Term Loan [Member] Term Loan B [Member]	Dec. 31, 2013 Carrying Value [Member] Senior Notes [Member] 8% Senior Notes, net of discount [Member]	Dec. 31, 2012 Carrying Value [Member] Senior Notes [Member] 8% Senior Notes, net of discount [Member]	Dec. 31, 2013 Carrying Value [Member] Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2012 Carrying Value [Member] Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2013 Carrying Value [Member] Senior Notes [Member] 5 3/8% Senior Notes, net of discount, issued August 2013 [Member]	Dec. 31, 2012 Carrying Value [Member] Senior Notes [Member] 5 3/8% Senior Notes, net of discount, issued August 2013 [Member]	Dec. 31, 2013 Carrying Value [Member] Senior Notes [Member] 6 3/8% Senior Notes [Member]	Dec. 31, 2012 Carrying Value [Member] Senior Notes [Member] 6 3/8% Senior Notes [Member]	Dec. 31, 2013 Carrying Value [Member] Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, net of discount [Member]	Dec. 31, 2012 Carrying Value [Member] Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, net of discount [Member]	Dec. 31, 2013 Fair Value, Level 2 [Member]	Dec. 31, 2012 Fair Value, Level 2 [Member]	Dec. 31, 2013 Fair Value, Level 2 [Member] Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2012 Fair Value, Level 2 [Member] Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2013 Fair Value, Level 2 [Member] Term Loan [Member] Term Loan B [Member]	Dec. 31, 2012 Fair Value, Level 2 [Member] Term Loan [Member] Term Loan B [Member]	Dec. 31, 2013 Fair Value, Level 2 [Member] Senior Notes [Member] 8% Senior Notes, net of discount [Member]	Dec. 31, 2012 Fair Value, Level 2 [Member] Senior Notes [Member] 8% Senior Notes, net of discount [Member]	Dec. 31, 2013 Fair Value, Level 2 [Member] Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2012 Fair Value, Level 2 [Member] Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2013 Fair Value, Level 2 [Member] Senior Notes [Member] 5 3/8% Senior Notes, net of discount, issued August 2013 [Member]	Dec. 31, 2012 Fair Value, Level 2 [Member] Senior Notes [Member] 5 3/8% Senior Notes, net of discount, issued August 2013 [Member]	Dec. 31, 2013 Fair Value, Level 2 [Member] Senior Notes [Member] 6 3/8% Senior Notes [Member]	Dec. 31, 2012 Fair Value, Level 2 [Member] Senior Notes [Member] 6 3/8% Senior Notes [Member]	Dec. 31, 2013 Fair Value, Level 2 [Member] Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, net of discount [Member]	Dec. 31, 2012 Fair Value, Level 2 [Member] Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, net of discount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, carrying value								$ 1,802,199	$ 1,739,120	$ 0	$ 463,019	$ 515,063	$ 0	$ 23,392	$ 428,001	$ 480,000	$ 480,000	$ 433,744	$ 0	$ 350,000	$ 0	$ 0	$ 368,100
Long-term debt, fair value																								$ 1,826,956	$ 1,953,543	$ 0	$ 465,334	$ 519,987	$ 0	$ 24,594	$ 470,850	$ 474,000	$ 505,200	$ 444,375	$ 0	$ 364,000	$ 0	$ 0	$ 512,159
Interest rate percentage			8.00%	5.375%	5.375%	6.375%	2.375%
Debt instruments maturity date	2016	2020	2018	2022	2022	2023	2026

XML

Long-Term Debt (Textuals) (Details) (USD $)	12 Months Ended						12 Months Ended				12 Months Ended				12 Months Ended			12 Months Ended			1 Months Ended	12 Months Ended			12 Months Ended			1 Months Ended	12 Months Ended		12 Months Ended				12 Months Ended		1 Months Ended							0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Dec. 31, 2012 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Dec. 31, 2011 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Dec. 31, 2012 Revolving Credit Facility [Member]	Dec. 31, 2013 Revolving Credit Facility 2018 [Member]	Apr. 30, 2013 Revolving Credit Facility 2018 [Member]	Aug. 31, 2013 Senior Notes [Member]	Dec. 31, 2013 Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Aug. 31, 2013 Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Dec. 31, 2012 Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Mar. 31, 2010 Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Dec. 31, 2013 Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2012 Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Oct. 31, 2012 Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2013 Senior Notes [Member] 6 3/8% Senior Notes, due 2023 [Member]	Jan. 31, 2014 Senior Notes [Member] 6 3/8% Senior Notes, due 2023 [Member]	Aug. 31, 2013 Senior Notes [Member] 6 3/8% Senior Notes, due 2023 [Member]	Aug. 31, 2013 Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Dec. 31, 2013 Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Jan. 31, 2014 Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Dec. 31, 2012 Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Dec. 31, 2013 Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2012 Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2010 Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Apr. 30, 2013 Term Loan [Member] Term Loan B, Due 2020 [Member]	Dec. 31, 2013 Term Loan [Member] Term Loan B, Due 2020 [Member]	Dec. 31, 2012 Term Loan [Member] Term Loan B, Due 2020 [Member]	Dec. 31, 2013 Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Dec. 31, 2012 Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Mar. 31, 2006 Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Mar. 29, 2006 Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Dec. 31, 2013 Minimum [Member] Revolving Credit Facility 2018 [Member]	Dec. 31, 2013 Maximum [Member] Revolving Credit Facility 2018 [Member]	Aug. 31, 2013 Prior to September 1, 2016 [Member] Senior Notes [Member] 6 3/8% Senior Notes, due 2023 [Member]	Aug. 31, 2013 Prior to September 1, 2018 [Member] Senior Notes [Member] 6 3/8% Senior Notes, due 2023 [Member]	Oct. 31, 2012 Prior to October 1, 2017 [Member] Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Aug. 31, 2013 Prior to October 1, 2017 [Member] Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Oct. 31, 2012 Prior to October 1, 2015 [Member] Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Aug. 31, 2013 Prior to October 1, 2015 [Member] Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Mar. 31, 2010 On Or After March 1 2014 [Member] Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Mar. 02, 2014 On Or After March 1 2014 [Member] Senior Notes [Member] 8% Senior Notes, Due 2018 [Member] Subsequent Event [Member]
Debt Instrument [Line Items]
Interest rate percentage											8.00%				5.375%			6.375%				5.375%									2.375%
Debt instruments maturity date							2014	2018			2018				2022			2023				2022			2016				2020		2026
Offering Price As Percentage of Principal Amount																	100.00%			100.00%	96.25%							99.50%
Maximum redemption of aggregate principal																																					35.00%				35.00%	35.00%
Original principal										$ 800,000,000				$ 430,000,000			$ 480,000,000			$ 350,000,000	$ 450,000,000						$ 474,100,000	$ 520,000,000					$ 373,750,000
Pre Settlement Interest Received																					9,700,000
Deferred Offering Costs	23,300,000	9,200,000	100,000
Unamortized debt issuance costs	33,300,000	19,100,000
Amount Of Unregistered Notes Offered For Exchange																			350,000,000				450,000,000
Amount Of Notes Registered																			350,000,000				450,000,000
Long-Term Debt Carrying Amount	1,820,879,000	1,746,762,000									23,479,000	430,000,000	430,000,000		480,000,000	480,000,000						450,000,000		0	0	463,019,000			517,400,000	0	0	373,743,000
Redemption Price On Or After April Six Two Thousand Thirteen For Convertible Debentures																																100.00%
Debt instrument redemption price																																100.00%					106.375%	100.00%	100.00%	100.00%	105.375%	105.375%	104.00%	104.00%
Redemption premium																																						make-whole premium	make-whole premium	make-whole premium
Convertible Debenture, Carrying Amount of Equity Component																																120,500,000
Convertible Debenture, Carrying Amount of Liability Component																																		253,300,000
Principal amount of convertible debenture repurchases and conversions settled																															373,700,000
Cash settlements of convertible debentures																															552,700,000
Fair value of debt component at settlement																															373,700,000
Excess of fair value of the debt component of the Convertible Debentures at settlement	179,195,000
Line of Credit Facility, Maximum Borrowing Capacity							80,000,000		100,000,000
Amount of debt extinguished											406,500,000																																	23,479,000
Cash Paid, Tender Offer											438,700,000
Debt extinguishment costs	(39,314,000)	(77,000)	0								38,900,000
Write off of deferred debt issuance cost											5,100,000
Tender Premium and Fees											32,200,000
Write off of unamortized discount											$ 1,600,000
Quarterly Repayment Percentage of Principal																												0.25%
Basis spread on variable rate																										3.25%			2.50%						1.75%	2.75%
Effective interest rate				3.00%	8.50%	8.50%																							2.67%
Line of Credit Facility, Commitment Fee Percentage																																			0.375%	0.50%
Debt Instrument, Covenant Compliance	As of December 31, 2013, tw telecom inc. and its wholly-owned subsidiary, Holdings, were in compliance with all of their debt covenants.

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Income Taxes (Components of Income Tax Expense (Benefit)) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current:
Federal	$ 312	$ 3,525	$ 1,317
State	2,655	4,974	4,406
Current Income Tax Expense	2,967	8,499	5,723
Deferred:
Federal	29,736	46,611	34,800
State	1,002	1,948	1,826
Deferred Income Tax Expense	30,738	48,559	36,626
Income tax benefit of change in valuation allowance	0	0	(870)
Income tax expense	$ 33,705	$ 57,058	$ 41,479

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Long-Term Debt (Summary Of Long-Term Debt) (Details) (USD $)			12 Months Ended			12 Months Ended				12 Months Ended				12 Months Ended			12 Months Ended			12 Months Ended			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2012 Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2010 Term Loan [Member] Term Loan B - December 2016 tranche [Member]	Dec. 31, 2013 Term Loan [Member] Term Loan B, Due 2020 [Member]	Apr. 30, 2013 Term Loan [Member] Term Loan B, Due 2020 [Member]	Dec. 31, 2012 Term Loan [Member] Term Loan B, Due 2020 [Member]	Aug. 31, 2013 Senior Notes [Member]	Dec. 31, 2013 Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Aug. 31, 2013 Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Dec. 31, 2012 Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Mar. 31, 2010 Senior Notes [Member] 8% Senior Notes, Due 2018 [Member]	Dec. 31, 2013 Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2012 Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Oct. 31, 2012 Senior Notes [Member] 5 3/8% Senior Notes, issued October 2012 [Member]	Dec. 31, 2013 Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Aug. 31, 2013 Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Dec. 31, 2012 Senior Notes [Member] 5 3/8% Senior Notes, Issued August 2013 [Member]	Dec. 31, 2013 Senior Notes [Member] 6 3/8% Senior Notes, due 2023 [Member]	Aug. 31, 2013 Senior Notes [Member] 6 3/8% Senior Notes, due 2023 [Member]	Dec. 31, 2012 Senior Notes [Member] 6 3/8% Senior Notes, due 2023 [Member]	Dec. 31, 2013 Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Dec. 31, 2012 Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, Due 2026 [Member]	Mar. 31, 2006 Convertible and Unsecured Debenture [Member] 2 3/8% Convertible Senior Debentures, Due 2026 [Member]
Debt Instrument [Line Items]
Original principal					$ 474,100,000		$ 520,000,000		$ 800,000,000				$ 430,000,000			$ 480,000,000		$ 450,000,000			$ 350,000,000				$ 373,750,000
Total debt	1,820,879,000	1,746,762,000	0	463,019,000		517,400,000		0		23,479,000	430,000,000	430,000,000		480,000,000	480,000,000		450,000,000		0	350,000,000		0	0	373,743,000
Unamortized discounts	(18,680,000)	(7,642,000)																					0	(5,643,000)
Current portion	(28,592,000)	(373,026,000)
Total long-term debt	$ 1,773,607,000	$ 1,366,094,000
Interest rate percentage										8.00%				5.375%			5.375%			6.375%			2.375%
Debt instruments maturity date			2016			2020				2018				2022			2022			2023			2026
Basis spread on variable rate				3.25%		2.50%

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of Capital and Operating Leases and Maintenance Agreements

At December 31, 2013, commitments under capital leases, non-cancelable operating leases and maintenance agreements with terms in excess of one year were as follows:

	Capital Leases			Operating Leases		Fixed Maintenance Obligations
	(amounts in thousands)
Year ended December 31:
2014	$	10,517		$	55,192	$	4,380
2015	10,110			49,141		5,242
2016	10,003			42,992		5,242
2017	9,566			38,612		5,242
2018	11,751			34,583		5,242
Thereafter	207,342			138,989		62,318
Total minimum lease payments	$	259,289		$	359,509	$	87,666
Less amount representing interest	(112,243		)
Present value of obligations under capital leases	147,046
Less current portion of obligations under capital leases	(3,878		)
Obligations under capital leases, excluding current portion	$	143,168

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Income Taxes (Components of Deferred Tax Assets and Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Net operating loss carryforwards	$ 235,737	$ 253,827
Accrued liabilities	23,329	25,897
Stock compensation	8,868	18,794
AMT and other business credit carryforwards	8,772	6,277
Other	11,027	19,356
Total deferred tax assets	287,733	324,151
Deferred tax liabilities:
Depreciation and amortization	(110,865)	(108,988)
Other	(2,270)	(3,893)
Total deferred tax liabilities	(113,135)	(112,881)
Less: Valuation allowance	(26,996)	(33,225)
Total deferred tax asset, net	147,602	178,045
Balance sheet classification of deferred taxes:
Deferred income tax asset, net - current	54,026	76,160
Deferred income tax asset, net - noncurrent	96,087	101,885
Deferred income tax liability, net - noncurrent	(2,511)	0
Total deferred tax asset, net	$ 147,602	$ 178,045

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Earnings Per Common Share and Potential Common Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Schedule Of Earnings Per Share Reconciliation

The following is a reconciliation of the numerators and denominators used in the basic and diluted EPS computations:

	Years ended December 31,
	2013			2012			2011
	(amounts in thousands, except per share amounts)
Numerator
Net income	$	36,458		$	76,888		$	57,911
Allocation of net income to unvested restricted stock awards	(700		)	(1,604		)	(1,093		)
Net income allocated to common stockholders, basic	35,758			75,284			56,818
Net income allocated to common stockholders, diluted	$	35,758		$	75,284		$	56,818
Denominator
Basic weighted average shares outstanding	144,920			147,675			147,247
Dilutive potential common shares:
Stock options	923			1,679			1,495
Unvested restricted stock	637			705			607
Diluted weighted average shares outstanding	146,480			150,059			149,349
Basic earnings per share	$	0.25		$	0.51		$	0.39
Diluted earnings per share	$	0.24		$	0.50		$	0.38

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Long-Term Debt (Debt Principal and Discounts) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Principal amount of Convertible Debentures	$ 1,820,879	$ 1,746,762
Unamortized discounts	(18,680)	(7,642)
Convertible and Unsecured Debenture [Member] | 2 3/8% Convertible Senior Debentures, Due 2026 [Member]
Debt Instrument [Line Items]
Principal amount of Convertible Debentures	0	373,743
Unamortized discounts	0	(5,643)
Net carrying amount of Convertible Debentures	$ 0	$ 368,100

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Property, Plant and Equipment (Schedule of Property) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 4,675,335,000	$ 4,247,868,000
Less accumulated depreciation	(2,980,379,000)	(2,755,622,000)
Property, plant and equipment, net, total	1,694,956,000	1,492,246,000
Depreciation expense	300,000,000	275,800,000	274,500,000
Communications network equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	3,090,976,000	2,869,304,000
Fiber and right to use [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	1,283,472,000	1,089,210,000
Vehicles and other equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	239,510,000	227,977,000
Land, buildings and improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 61,377,000	$ 61,377,000

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Organization And Summary of Significant Accounting Policies (Estimated Useful Lives) (Details)	12 Months Ended
	Dec. 31, 2013
Buildings and improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Buildings and improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Communications network equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Communications network equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Vehicles and other equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Vehicles and other equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Fiber and right to use [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years

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Long-Term Debt Long-Term Debt (Interest Expense) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Interest expense from debt	$ 94,661	$ 93,474	$ 88,425
Other interest expense	1,475	283	(707)
Total interest expense	96,136	93,757	87,718
Term Loan B [Member]
Debt Instrument [Line Items]
Interest expense from debt	16,063	18,800	22,295
2 3/8% Convertible Senior Debentures, Due 2026 [Member]
Debt Instrument [Line Items]
Interest expense from debt	9,717	31,389	29,649
Revolving Credit Facility (undrawn) [Member]
Debt Instrument [Line Items]
Interest expense from debt	664	624	501
Senior Notes [Member] | 8% Senior Notes, Due 2018 [Member]
Debt Instrument [Line Items]
Interest expense from debt	24,190	35,980	35,980
Senior Notes [Member] | 5 3/8% Senior Notes, issued October 2012 [Member]
Debt Instrument [Line Items]
Interest expense from debt	26,652	6,681	0
Senior Notes [Member] | 5 3/8% Senior Notes, Issued August 2013 [Member]
Debt Instrument [Line Items]
Interest expense from debt	9,375	0	0
Senior Notes [Member] | 6 3/8% Senior Notes, due 2023 [Member]
Debt Instrument [Line Items]
Interest expense from debt	8,000	0	0
Convertible and Unsecured Debenture [Member] | 2 3/8% Convertible Senior Debentures, Due 2026 [Member]
Debt Instrument [Line Items]
Interest expense from debt	$ 9,717	$ 31,389	$ 29,649

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Supplemental Guarantor Information (Condensed Consolidating Statement of Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements Captions [Line Items}
Net income	$ 15,401	$ (9,434)	$ 17,347	$ 13,144	$ 17,268	$ 20,969	$ 19,319	$ 19,332	$ 36,458	$ 76,888	$ 57,911
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities									0	0	1,816
Unrealized gain on available-for-sale securities									63	46	32
Other comprehensive income, net of tax									63	46	1,848
Comprehensive income									36,521	76,934	59,759
Parent Guarantor [Member]
Condensed Financial Statements Captions [Line Items}
Net income									36,458	76,888	57,911
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities											1,816
Unrealized gain on available-for-sale securities									63	46	32
Other comprehensive income, net of tax									63	46	1,848
Comprehensive income									36,521	76,934	59,759
Issuer [Member]
Condensed Financial Statements Captions [Line Items}
Net income									36,458	76,888	57,911
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities											1,816
Unrealized gain on available-for-sale securities									63	46	32
Other comprehensive income, net of tax									63	46	1,848
Comprehensive income									36,521	76,934	59,759
Combined Subsidiary Guarantors [Member]
Condensed Financial Statements Captions [Line Items}
Net income									68,509	132,198	97,838
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities											0
Unrealized gain on available-for-sale securities									0	0	0
Other comprehensive income, net of tax									0	0	0
Comprehensive income									68,509	132,198	97,838
Eliminations [Member]
Condensed Financial Statements Captions [Line Items}
Net income									(104,967)	(209,086)	(155,749)
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities											(1,816)
Unrealized gain on available-for-sale securities									(63)	(46)	(32)
Other comprehensive income, net of tax									(63)	(46)	(1,848)
Comprehensive income									$ (105,030)	$ (209,132)	$ (157,597)

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Stock-Based Compensation (Restricted Stock and Restricted Unit Activity) (Details) (Restricted Stock Awards And Units [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Restricted Stock Awards And Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested (shares)	4,573
Nonvested weighted average grant date fair value	$ 17.30
Granted (shares)	1,412
Granted weighted average grant date fair value	$ 27.50
Vested (shares)	(1,932)
Vested weighted average grant date fair value	$ 26.96
Forfeited (shares)	(64)
Forfeited weighted average grant date fair value	$ 20.35
Nonvested (shares)	3,989
Nonvested weighted average grant date fair value	$ 21.45

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Long-Term Debt (Principal Payments) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
2014	$ 28,679
2015	5,200
2016	5,200
2017	5,200
2018	5,200
Thereafter	1,771,400
Total debt	$ 1,820,879	$ 1,746,762

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Organization And Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Organization And Summary Of Significant Accounting Policies [Abstract]

Organization And Summary Of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

Description of Business and Capital Structure

tw telecom inc. (the “Company”), a Delaware corporation, is a leading national provider of managed network services, specializing in business Ethernet, data networking, converged, IP based virtual private network or "IP VPN", Internet access, voice, including voice over Internet Protocol or "VoIP", and network security services to enterprise organizations, including public sector entities, and carriers throughout the United States, including their global locations.

The Company has one class of common stock outstanding with one vote per share. The Company also is authorized to issue shares of preferred stock. The Company’s Board of Directors has the authority to establish voting powers, preferences and special rights for the preferred stock. No shares of preferred stock have been issued.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and all entities in which the Company has a controlling voting interest (“subsidiaries”). Significant intercompany accounts and transactions have been eliminated.

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Areas that require significant management judgments include income and other taxes, revenue and receivables, stock-based compensation, long-lived assets, regulatory fees, asset retirement obligations, evaluation of impairment of goodwill and long-lived assets, and carrier liabilities.

Segment Reporting

Because its business is centrally managed, the Company operates in one segment across the United States.

Cash Equivalents and Investments

The Company considers all highly liquid debt instruments with an original maturity of three months or less, when purchased, to be cash equivalents. The appropriate classification of securities is determined at the time of purchase and is reevaluated as of the end of each period. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity and are carried at amortized cost. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income or loss. Gains and losses on investments are calculated using the specific identification method and are recognized during the period the investment is sold. See Note 3 for further information.

At December 31, 2013 and 2012, the Company had restricted funds held at financial institutions of $1.4 million and $1.3 million, respectively. These amounts were included in other current assets and are restricted because they primarily secure outstanding surety bonds.

Receivables

The Company generally bills in advance for the majority of the services it provides and does not require significant collateral from its customers. The Company evaluates whether receivables are reasonably assured of collection by evaluation of certain factors, including ongoing credit evaluations of significant customers’ financial condition, and provides an allowance for doubtful accounts based on the expected collectability of all receivables. The allowance for doubtful accounts was $6.7 million, or 6% of gross receivables, at December 31, 2013, and $7.1 million, or 7% of gross receivables, at December 31, 2012.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost except for assets acquired through acquisition of businesses, which are recorded at fair value. Construction costs, labor and applicable overhead related to the development, installation and expansion of the Company’s network, and interest costs related to construction are capitalized. Capitalized labor and applicable overhead were $81.3 million, $75.3 million and $71.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. Capitalized interest was $1.1 million, $1.3 million and $2.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. Repairs and maintenance costs are charged to expense when incurred. The Company disposes of assets that are no longer in use. Losses on such disposals are included as a component of depreciation expense and were $1.6 million, $1.1 million and $1.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The Company licenses the right to use fiber optic capacity from Time Warner Cable, Inc. in 16 markets, Comcast Corporation (as successor to Time Warner Cable) in three markets and an affiliate of Bright House Networks, LLC in four markets. The Company pays and records as a component of property, plant and equipment its allocable share of the cost of fiber and construction incurred by Time Warner Cable, Inc., Comcast Corporation and the Bright House Networks, LLC affiliate on routes where the parties jointly constructed fiber networks.

Depreciation is calculated on the straight-line method over estimated useful lives as follows:

Buildings and improvements	10-20 years or lease term, if shorter
Communications network equipment	5-15 years
Vehicles and other equipment	3-10 years
Fiber and right to use	20 years or lease term, if shorter

Income Taxes

Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities and the amounts used for tax purposes. The impact of a tax position is recognized in the financial statements if that position is more likely than not to be sustained on audit, based on technical merits of the position. The Company does not record a valuation allowance against net deferred tax assets when it is more likely than not that the net deferred tax asset will be realized.

Goodwill

The Company performs impairment tests at least annually on all goodwill pursuant to relevant accounting standards which require goodwill to be assigned to a reporting unit and tested using a consistent measurement date. For purposes of testing goodwill for impairment, the Company’s goodwill has been assigned to the Company’s one consolidated reporting unit and is tested in the fourth quarter of each year or more frequently if impairment indicators arise. Potential impairment is indicated when the book value of a reporting unit, including goodwill, exceeds its fair value. If a potential impairment exists, the fair value of the reporting unit is compared to the fair value of its assets and liabilities, excluding goodwill, to estimate the implied value of the reporting unit’s goodwill. If an impairment charge is deemed necessary, a charge is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from estimates. There were no goodwill impairment charges during the years ended December 31, 2013, 2012 or 2011.

Other Assets

Other assets primarily include deferred debt issuance costs, which are amortized to interest expense over the life of the respective debt agreements, and long-term prepaid service contracts that are amortized over the service period.

Impairment of Long-Lived Assets

The Company periodically reviews the carrying amounts of property, plant and equipment and its identifiable intangible assets whenever current events or circumstances indicate the carrying amounts may not be recoverable. An impairment is required when the net book value of an asset exceeds the expected future undiscounted cash flows to be generated by that asset or group of assets and theloss is measured by the amount that the carrying value of the assets exceeds their fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary from estimates. Assets to be disposed of are carried at the lower of their carrying amount or fair value less costs to sell. The Company’s asset impairment tests did not result in any impairment charges during the years ended December 31, 2013, 2012 or 2011.

Asset Retirement Obligations

The Company records the estimated fair value of an asset retirement obligation when incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over the asset’s estimated useful life. The Company has asset retirement obligations related to decommissioning of electronics in leased facilities and the removal of certain fiber and conduit systems. Considerable management judgment is required in estimating these obligations. Important assumptions include estimates of retirement costs, the timing of the future retirement activities and the likelihood of retirement provisions being enforced. Changes in these assumptions based on future information could result in adjustments to estimated liabilities.

Regulation and Other Contingencies

The Company is subject to significant government and jurisdictional regulation, some of which is uncertain due to legal challenges of existing rules. Such regulation is subject to differing interpretations, inconsistent application and has resulted in disputes with carriers and municipalities regarding the classification of traffic, rights-of-way, rates and minutes of use.

Management estimates and accrues for its estimate of probable losses associated with government and jurisdictional regulation and other carrier contingencies. These estimates are based on assumptions and other considerations including studies of traffic patterns, expectations regarding regulatory rulings, historic experience and ongoing negotiations. The Company evaluates these reserves on an ongoing basis and makes adjustments as necessary.

Revenue

The Company’s revenue is derived primarily from business communications services comprised of the following:

•Data and Internet services include services that enable customers to connect their internal computer networks between locations and to access external networks, including Internet access and data transport at high speeds using Ethernet protocol, local and wide-area business Ethernet and IP VPN solutions, including service enhancements that provide customers with more visibility and control over their Ethernet services which we refer to as the "Intelligent Network". Data and Internet services also include a portfolio of managed services including the data and Internet components of converged services, which fully integrates a combination of certain communication applications including IP VPN, Internet, enterprise Session Initiation Protocol ("SIP") trunking (a VoIP solution), security and managed router service into a single managed IP solution; and the data and Internet components of integrated services, which enable customers to purchase a full array of access options that include Internet services.

•Voice services are traditional voice capabilities, whether provided over TDM or VoIP, including those provided as standalone and bundled services, long distance and toll free services. Voice services also include the voice components of managed and integrated services.

•Network services are point-to-point services that transmit voice, data and images using state-of-the-art fiber optics, and collocation services that provide secure space with controlled climate and power where customers can locate their equipment to connect to the Company's network in facilities equipped for enterprise information technology environmental requirements.

The Company also generates revenue from intercarrier compensation, comprised of switched access services and reciprocal compensation. Switched access represents the compensation from another carrier for the delivery of traffic from a long distance carrier’s point of presence to an end-user’s premises provided through the Company’s switching facilities. The Federal Communications Commission ("FCC") and state public utility commissions regulate switched access rates in their respective jurisdictions. Reciprocal compensation represents compensation from local exchange carriers (“LECs”) for local exchange traffic originated on another LEC’s facilities and terminated on the Company’s facilities.

The Company’s customers include enterprise organizations in a wide variety of industry segments including, among others, the financial services, technology and scientific, health care, distribution, manufacturing and professional services industries, data centers, cloud application providers, public sector entities, system integrators and communications service providers, including incumbent local exchange carriers ("ILECs"), competitive local exchange carriers ("CLECs"), wireless communications companies and cable companies.

Revenue for network, data and Internet, and the majority of voice services is generally billed in advance on a monthly fixed rate basis and recognized over the period the services are provided. Revenue for the majority of intercarrier compensation and certain components of voice services, such as long distance, is generally billed on a transactional basis in arrears based on a customer’s actual usage; therefore, estimates are used to recognize revenue in the period earned.

The Company evaluates whether receivables are reasonably assured of collection based on certain factors, including the likelihood of billing being disputed by customers. If there is a billing dispute with a customer, revenue generally is not recognized until the dispute is resolved. The Company does not recognize revenue associated with contract termination charges until cash is received.

The Company classifies certain taxes and fees billed to customers and remitted to government authorities on a gross versus net basis in revenue and expense. In making this determination, the Company assesses, among other things, whether the Company is the primary obligor or principal taxpayer for the taxes and fees assessed in each jurisdiction where the Company does business. In jurisdictions where the Company determines that it is the principal taxpayer, the Company records the taxes and fees on a gross basis, including the taxes and fees in revenue and expense. In jurisdictions where the Company determines that it is merely a collection agent for the government authority, the Company records the taxes on a net basis. The total amounts classified as revenue, primarily included in voice services, associated with such taxes and fees were approximately $83.2 million, $79.8 million and $63.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Operating Expenses

Operating expenses consist of costs directly related to the operation and maintenance of the Company’s network and the provisioning of services, but exclude depreciation, amortization and accretion, which is reported separately. These costs, which are net of capitalized labor and overhead costs on capital projects (see “Property, Plant and Equipment” above), include the salaries and related expenses of customer care, provisioning, network maintenance, technical field and network operations and engineering personnel, costs to repair and maintain the Company’s network, and costs paid to other carriers for access to their facilities, interconnection, and facilities leased and associated utilities.

Accumulated Other Comprehensive Income

The balance in accumulated other comprehensive income as of December 31, 2013 relates to the Company's investments that are classified as available-for-sale securities. The Company recognized no material changes in accumulated other comprehensive income for the year ended December 31, 2013. There were no significant items reclassified out of accumulated other comprehensive income for the year ended December 31, 2013.

Significant Customers

The Company has substantial business relationships with a few large customers, including major telecommunications carriers. The Company’s 10 largest customers accounted for an aggregate of 18%, 18% and 20% of the Company’s total revenue for the years ended December 31, 2013, 2012 and 2011, respectively. No customer accounted for 5% or more of total revenue in 2013, 2012 and 2011.

Stock-Based Compensation

The Company recognizes the cost of stock-based employee compensation payments as expense over the requisite service period, which is generally the vesting period of the award. The fair value of restricted stock awards and restricted stock units granted is determined based on the market price of the Company’s common stock at the date of grant. The fair value of options is estimated at the date of grant using a Black-Scholes option pricing model. For purposes of the actual expense recognized in the years ended December 31, 2013, 2012 and 2011, the estimated fair value of the share-based payments is generally amortized to expense on a straight-line basis (net of estimated forfeitures) over the award’s vesting period.

Expected volatilities are based on the historical volatility of the Company’s common stock over a period generally commensurate with the expected term of the option. The risk-free rate for stock options granted during the period is determined by using the U.S. Treasury rate for the nearest period that coincides with the expected term. The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding and is based on historical data.

Recently Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (the "FASB") issued an accounting standard update that requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income and the respective income statement line items affected by the reclassification. The guidance does not change the current requirements for reporting net income or other comprehensive income. The accounting standard update is effective on a prospective basis for interim and annual periods beginning after December 15, 2012. The Company adopted this accounting standard update in the three months ended March 31, 2013. This update affected presentation and disclosure, but did not affect the Company's consolidated financial position, results of operations or cash flows. See "Accumulated Other Comprehensive Income" above.

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Commitments and Contingencies (Details) (USD $)	12 Months Ended				3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Nov. 06, 2013 lease_renewal markets	Dec. 31, 2013 Fiber and right to use [Member]
Commitments and Contingencies Disclosure [Abstract]
Capital Leases, Future Minimum Payments Due in 2014	$ 10,517,000
Capital Leases, Future Minimum Payments Due in 2015	10,110,000
Capital Leases, Future Minimum Payments Due in 2016	10,003,000
Capital Leases, Future Minimum Payments Due in 2017	9,566,000
Capital Leases, Future Minimum Payments Due in 2018	11,751,000
Capital Leases, Future Minimum Payments Due Thereafter	207,342,000
Capital Leases, Total minimum lease payments	259,289,000
Capital Leases, Less amount representing interest	(112,243,000)
Capital Leases, Present value of obligations under capital leases	147,046,000
Capital Leases, Less current portion of obligations under capital leases	(3,878,000)
Capital Leases, Obligations under capital leases, excluding current portion	143,168,000
Operating Leases, Future Minimum Payments, Due in 2014	55,192,000
Operating Leases, Future Minimum Payments, Due in 2015	49,141,000
Operating Leases, Future Minimum Payments, Due in 2016	42,992,000
Operating Leases, Future Minimum Payments, Due in 2017	38,612,000
Operating Leases, Future Minimum Payments, Due in 2018	34,583,000
Operating Leases, Future Minimum Payments, Due Thereafter	138,989,000
Operating Leases, Total minimum lease payments	359,509,000
Fixed Maintenance Obligations, Future Minimum Payments, Due in 2014	4,380,000
Fixed Maintenance Obligations, Future Minimum Payments, Due in 2015	5,242,000
Fixed Maintenance Obligations, Future Minimum Payments, Due in 2016	5,242,000
Fixed Maintenance Obligations, Future Minimum Payments, Due in 2017	5,242,000
Fixed Maintenance Obligations, Future Minimum Payments, Due in 2018	5,242,000
Fixed Maintenance Obligations, Future Minimum Payments, Due Thereafter	62,318,000
Fixed Maintenance Obligations, Total minimum lease payments	87,666,000
Approximate percentage increase in metropolitan fiber route miles				17.00%
Number of new markets				5
Number of existing markets				27
Lease Term	20 years
Number of ten-year optional lease renewals				2
Lease Renewal Term	10 years
Capital lease obligation	119,800,000
Aggregate committed lease payments	216,500,000
Capital Leased Assets, Gross	152,600,000	24,600,000
Capital Leased Assets, Accumulated Depreciation	8,900,000	7,800,000
Capital Leased Assets, Depreciation Expense	2,200,000	1,700,000	1,200,000
Average Capital Lease Obligation Discount Rate	5.80%
Operating Leases, Rent Expense	88,200,000	77,100,000	76,800,000
Property, Plant and Equipment [Line Items]
Fiber right to use					$ 119,800,000

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Property, Plant and Equipment (Asset Retirement Obligations) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at January 1	$ 29,552	$ 25,138	$ 23,141
Accretion expense	2,791	2,273	2,085
Liabilities incurred	1,640	2,483	0
Liabilities settled	0	(342)	(88)
Change in estimate	(10,192)	0	0
Balance at December 31	$ 23,791	$ 29,552	$ 25,138

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Summary Of Long-Term Debt

The components of long-term debt at December 31, 2013 and 2012 were as follows:

	Date of						Outstanding balance
	Issuance/		Interest	Interest	Original		as of December 31,
	Amendment	Maturity	Payments	Rate	Principal		2013			2012
					(amounts in thousands)
Term Loan B—December 2016 tranche (1)	Dec 2010	Dec 2016	At least quarterly	Eurodollar rate + 3.25%	$	474,100	$	—		$	463,019
Term Loan B	Apr 2013	Apr 2020	At least quarterly	Eurodollar rate + 2.50%	520,000		517,400			—
8% Senior Notes	Mar 2010	Mar 2018	Mar/Sept	8%	430,000		23,479			430,000
53/8% Senior Notes	Oct 2012	Oct 2022	Apr/Oct	5 3/8%	480,000		480,000			480,000
53/8% Senior Notes	Aug 2013	Oct 2022	Apr/Oct	5 3/8%	450,000		450,000			—
63/8% Senior Notes	Aug 2013	Sept 2023	Mar/Sept	6 3/8%	350,000		350,000			—
23/8% Convertible Senior Debentures	Mar 2006	Apr 2026	Apr/Oct	2 3/8%	373,750		—			373,743
Total debt							$	1,820,879		$	1,746,762
Unamortized discounts							(18,680		)	(7,642		)
Current portion							(28,592		)	(373,026		)
Total long-term debt							$	1,773,607		$	1,366,094

___________________

⁽¹⁾  The Term Loan B due December 2016 was amended in April 2013 to increase the Term Loan to $520 million and extend the maturity date to April 2020. See further discussion below.

Schedule of Maturities of Long-term Debt

The schedule of principal payments on long-term debt as of December 31, 2013 is as follows (amounts in thousands):

2014 (1)	$	28,679
2015	5,200
2016	5,200
2017	5,200
2018	5,200
Thereafter	1,771,400
Total payments	$	1,820,879

___________________

⁽¹⁾  In January 2014, tw telecom holdings inc. notified holders of the 8% Senior Notes due 2018 that all outstanding notes will be redeemed on March 1, 2014. Therefore, the maturity date of these notes is reflected in 2014 (see "Subsequent Event - 2018 Notes" below).

Debt Instrument [Line Items]

Schedule of Convertible Debt Principal and Discounts

The following table reflects the principal and discount included in the consolidated balance sheets as of December 31, 2013 and 2012:

	2013		2012
Principal amount of Convertible Debentures	$	—	$	373,743
Unamortized discount	—		(5,643		)
Net carrying amount of Convertible Debentures	$	—	$	368,100

Schedule of Interest Expense Related to Convertible Debentures

The Company recognized the following amounts to interest expense related to the Convertible Debentures for the years ended December 31, 2013, 2012 and 2011:

	2013			2012			2011
Interest expense, contractual amount at 23/8%	$	3,800		$	8,877		$	8,876
Interest expense, amortization of discount	5,642			21,414			19,675
Interest expense, amortization of deferred debt issuance costs	275			1,098			1,098
Total interest expense for Convertible Debentures	$	9,717		$	31,389		$	29,649
Effective interest rate on liability component	3.0		%	8.5		%	8.5		%

Schedule of Interest Expense

Interest expense, including amortization of deferred debt issuance costs, discounts, commitment fees and the effect of interest rate swap agreements, as applicable, was as follows:

	Years Ended December 31,
	2013		2012		2011
	(amounts in thousands)
Term Loan B - all instruments	$	16,063	$	18,800	$	22,295
8% Senior Notes	24,190		35,980		35,980
53/8% Senior Notes, issued October 2012	26,652		6,681		—
53/8% Senior Notes, issued August 2013	9,375		—		—
63/8% Senior Notes	8,000		—		—
23/8% Convertible Senior Debentures	9,717		31,389		29,649
Revolving Credit Facility (undrawn)	664		624		501
Interest expense from debt	$	94,661	$	93,474	$	88,425
Other interest expense	1,475		283		(707		)
Total interest expense	$	96,136	$	93,757	$	87,718

Senior Notes [Member] | 5 3/8% Senior Notes, issued October 2012 [Member]

Debt Instrument [Line Items]

Schedule of Redemption Premiums

If a redemption occurs on or after October 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2017	102.688%
2018	101.792%
2019	100.896%
2020	100.000%

Senior Notes [Member] | 8% Senior Notes, Due 2018 [Member]

Debt Instrument [Line Items]

Schedule of Redemption Premiums

If a redemption occurs on or after March 1 of the years indicated below, the redemption premium will be as follows (see "Subsequent Event- 2018 Notes" below):

Year	Redemption Price
2014	104.000%
2015	102.000%
2016	100.000%

Senior Notes [Member] | 5 3/8% Senior Notes, Issued August 2013 [Member]

Debt Instrument [Line Items]

Schedule of Redemption Premiums

If a redemption occurs on or after October 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2017	102.688%
2018	101.792%
2019	100.896%
2020	100.000%

Senior Notes [Member] | 6 3/8% Senior Notes, due 2023 [Member]

Debt Instrument [Line Items]

Schedule of Redemption Premiums

If a redemption occurs on or after September 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2018	103.188%
2019	102.125%
2020	101.063%
2021	100.000%

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets by Major Class

Definite life intangible assets subject to amortization were as follows:

	December 31, 2013							December 31, 2012
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(amounts in thousands)
Customer relationships	$	59,086	$	(53,177	)	$	5,909	$	59,086	$	(49,059	)	$	10,027
Other	12,392		(6,746		)	5,646		12,392		(4,841		)	7,551
	$	71,478	$	(59,923	)	$	11,555	$	71,478	$	(53,900	)	$	17,578

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Income Taxes (Effective Income Tax Reconciliation) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Federal statutory income tax expense	35.00%	35.00%	35.00%
Compensation limitation	6.30%	2.80%	2.10%
State income tax expense, net of federal income tax benefit	3.90%	3.90%	4.70%
Stock compensation	1.80%	0.30%	0.00%
Other	1.00%	0.60%	0.80%
Change in valuation allowance	0.00%	0.00%	(0.90%)
Income tax expense	48.00%	42.60%	41.70%

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Intangible Assets (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 412,694,000	$ 412,694,000
Finite-Lived Intangible Assets [Line Items]
Intangible Asset Amortization Expense	6,000,000	6,200,000	6,700,000
2014	4,900,000
2015	3,900,000
2016	2,200,000
2017	0
2018	$ 0
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years
Minimum [Member] | Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years
Maximum [Member] | Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Schedule Of Assets And Liabilities Measured And Carried At Fair Value On Recurring Basis

The following tables reflect assets and liabilities that are measured and carried at fair value on a recurring basis as of December 31, 2013 and 2012:

	Fair Value Measurements At December 31, 2013						Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3
	(amounts in thousands)
Assets
U.S. Treasury money market mutual funds	$	28,845	$	—	$	—	$	28,845
Commercial paper	—		1,335		—		1,335
Investments included in cash and cash equivalents	$	28,845	$	1,335	$	—	$	30,180
Commercial paper	—		75,460		—		75,460
Debt securities issued by the U.S. Treasury	—		69,628		—		69,628
Debt securities issued by U.S. Government agencies	—		49,488		—		49,488
Short-term investments	$	—	$	194,576	$	—	$	194,576
Total assets	$	28,845	$	195,911	$	—	$	224,756

	Fair Value Measurements At December 31, 2012						Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3
	(amounts in thousands)
Assets
Prime money market mutual funds	$	425,165	$	—	$	—	$	425,165
U.S. Treasury money market mutual funds	262,967		—		—		262,967
Commercial paper	—		30,692		—		30,692
Certificates of deposit	—		8,000		—		8,000
Debt securities issued by U.S. Government agencies	—		4,999		—		4,999
Investments included in cash and cash equivalents	$	688,132	$	43,691	$	—	$	731,823
Debt securities issued by the U.S. Treasury	—		89,870		—		89,870
Debt securities issued by U.S. Government agencies	—		45,214		—		45,214
Commercial paper	—		32,480		—		32,480
Short-term investments	$	—	$	167,564	$	—	$	167,564
Total assets	$	688,132	$	211,255	$	—	$	899,387

Summary Of Carrying Amounts And Fair Values Of Long-Term Debt, Including Current Portion

The following table summarizes the carrying amounts and estimated fair values of the Company’s long-term debt, including the current portion:

	December 31, 2013				December 31, 2012
	Carrying Value		Fair Value Level 2		Carrying Value		Fair Value Level 2
	(amounts in thousands)
Term Loan B—December 2016 tranche	$	—	$	—	$	463,019	$	465,334
Term Loan B, net of discount	515,063		519,987		—		—
8% Senior Notes, net of discount	23,392		24,594		428,001		470,850
53/8% Senior Notes, issued October 2012	480,000		474,000		480,000		505,200
53/8% Senior Notes, net of discount, issued August 2013	433,744		444,375		—		—
63/8% Senior Notes	350,000		364,000		—		—
23/8% Convertible Senior Debentures, net of discount	—		—		368,100		512,159
Total debt	$	1,802,199	$	1,826,956	$	1,739,120	$	1,953,543

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

Income tax expense (benefit) for the years ended December 31, 2013, 2012 and 2011 was as follows:

	Years ended December 31,
	2013		2012		2011
	(amounts in thousands)
Current:
Federal	$	312	$	3,525	$	1,317
State	2,655		4,974		4,406
	2,967		8,499		5,723
Deferred:
Federal	29,736		46,611		34,800
State	1,002		1,948		1,826
	30,738		48,559		36,626
Income tax benefit of change in valuation allowance	—		—		(870		)
Income tax expense	$	33,705	$	57,058	$	41,479

Schedule of Effective Income Tax Rate Reconciliation

Total income tax expense differed from the amounts computed by applying the federal statutory income tax rate of 35% to income before income taxes as a result of the following items for the years ended December 31, 2013, 2012 and 2011:

	Years ended December 31,
	2013		2012		2011
Federal statutory income tax expense	35.0	%	35.0	%	35.0	%
Compensation limitation	6.3		2.8		2.1
State income tax expense, net of federal income tax benefit	3.9		3.9		4.7
Stock compensation	1.8		0.3		—
Other	1.0		0.6		0.8
Change in valuation allowance	—		—		(0.9	)
Income tax expense	48.0	%	42.6	%	41.7	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant components of the Company’s deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows:

	December 31,
	2013			2012
	(amounts in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	235,737		$	253,827
Accrued liabilities	23,329			25,897
Stock compensation	8,868			18,794
AMT and other business credit carryforwards	8,772			6,277
Other	11,027			19,356
Total deferred tax assets	287,733			324,151
Deferred tax liabilities:
Depreciation and amortization	(110,865		)	(108,988		)
Other	(2,270		)	(3,893		)
Total deferred tax liabilities	(113,135		)	(112,881		)
Less: Valuation allowance	(26,996		)	(33,225		)
Total deferred tax asset, net	$	147,602		$	178,045
Balance sheet classification of deferred taxes:
Deferred income tax asset, net - current	$	54,026		$	76,160
Deferred income tax asset, net - noncurrent	96,087			101,885
Deferred income tax liability, net - noncurrent	(2,511		)	—
Total deferred tax asset, net	$	147,602		$	178,045

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Consolidated Statement Of Changes In Stockholders' Equity (USD $) In Thousands, unless otherwise specified	Total	Common Stock [Member]	Treasury Stock [Member]	Additional paid-in capital [Member]	Accumulated deficit [Member]	Accumulated other comprehensive income (loss) [Member]
Balance at Dec. 31, 2010	$ 966,641	$ 1,520	$ (45,821)	$ 1,802,946	$ (790,175)	$ (1,829)
Balance (in shares) at Dec. 31, 2010		151,953	(2,707)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	57,911				57,911
Other comprehensive income, net of tax	1,848					1,848
Excess tax benefits (shortfalls) from stock-based compensation, net	100			100
Purchases of treasury stock (in shares)			(3,172)
Purchases of treasury stock	(58,562)		(58,562)
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards (in shares)		0	1,458
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards	9,966	0	25,527	(7,901)	(7,660)
Stock-based compensation (in shares)		0	1,512
Stock-based compensation	27,817	0	25,700	28,711	(26,594)
Balance at Dec. 31, 2011	1,005,721	1,520	(53,156)	1,823,856	(766,518)	19
Balance (in shares) at Dec. 31, 2011		151,953	(2,909)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	76,888				76,888
Other comprehensive income, net of tax	46					46
Excess tax benefits (shortfalls) from stock-based compensation, net	(69)			(69)
Purchases of treasury stock (in shares)			(596)
Purchases of treasury stock	(13,409)		(13,409)
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards (in shares)		0	1,768
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards	13,462	0	32,503	(12,616)	(6,425)
Stock-based compensation (in shares)		0	1,181
Stock-based compensation	29,300	0	23,083	31,955	(25,738)
Balance at Dec. 31, 2012	1,111,939	1,520	(10,979)	1,843,126	(721,793)	65
Balance (in shares) at Dec. 31, 2012		151,953	(556)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	36,458				36,458
Other comprehensive income, net of tax	63					63
Reacquisition of the equity component of convertible debentures	(179,195)			(179,195)
Purchases of treasury stock (in shares)			(14,784)
Purchases of treasury stock	(415,523)		(415,523)
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards (in shares)		1,309	2,531
Exercise of stock options net of withholdings to satisfy employee tax obligations upon vesting of stock awards	43,495	13	65,787	(5,401)	(16,904)
Stock-based compensation (in shares)		498	216
Stock-based compensation	38,832	5	2,741	42,826	(6,740)
Balance at Dec. 31, 2013	$ 636,069	$ 1,538	$ (357,974)	$ 1,701,356	$ (708,979)	$ 128
Balance (in shares) at Dec. 31, 2013		153,760	(12,593)

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity

The table below summarizes the Company’s stock option activity and related information for the year ended December 31, 2013:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(thousands)				(in years)	(thousands)
Options outstanding at January 1, 2013	4,860		$	16.36
Granted	—		—
Exercised	(3,841	)	16.75
Forfeited	(3	)	11.03
Expired	(16	)	17.93
Options outstanding at December 31, 2013	1,000		$	14.85	3.35	$	15,628
Vested and expected to vest at December 31, 2013	1,000		$	14.85	3.35	$	15,622
Exercisable at December 31, 2013	860		$	14.74	2.90	$	13,526

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

The table below summarizes the Company’s restricted stock and restricted stock units and related information for the year ended December 31, 2013:

	Shares		Weighted Average Grant Date Fair Value
	(thousands)
Nonvested at January 1, 2013	4,573		$	17.30
Granted	1,412		27.50
Vested	(1,932	)	26.96
Forfeited	(64	)	20.35
Nonvested at December 31, 2013	3,989		$	21.45

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Investments (Investments Schedule) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Schedule of Investments [Line Items]
Cash equivalents	$ 30,180	$ 731,823
Investments	194,576	167,564
Total cash equivalents and investments	224,756	899,387
U.S. Treasury money market mutual funds [Member]
Schedule of Investments [Line Items]
Cash equivalents	28,845	262,967
Commercial paper [Member]
Schedule of Investments [Line Items]
Cash equivalents	1,335	30,692
Investments	75,460	32,480
Money Market Funds [Member]
Schedule of Investments [Line Items]
Cash equivalents	0	425,165
Certificates of deposit [Member]
Schedule of Investments [Line Items]
Cash equivalents	0	8,000
Debt Securities issued by U.S. Treasury [Member]
Schedule of Investments [Line Items]
Investments	69,628	89,870
Debt securities issued by U.S. Government Agencies [Member]
Schedule of Investments [Line Items]
Cash equivalents	0	4,999
Investments	$ 49,488	$ 45,214

XML

Fair Value Measurements (Schedule Of Assets And Liabilities Measured And Carried At Fair Value On Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	$ 30,180	$ 731,823
Short-term investments	194,576	167,564
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	30,180	731,823
Short-term investments	194,576	167,564
Total assets	224,756	899,387
Fair Value, Measurements, Recurring [Member] | Fair Value, Level 1 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	28,845	688,132
Short-term investments	0	0
Total assets	28,845	688,132
Fair Value, Measurements, Recurring [Member] | Fair Value, Level 2 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	1,335	43,691
Short-term investments	194,576	167,564
Total assets	195,911	211,255
Fair Value, Measurements, Recurring [Member] | Fair Value, Level 3 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	0	0
Short-term investments	0	0
Total assets	0	0
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		425,165
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | Fair Value, Level 1 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		425,165
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | Fair Value, Level 2 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		0
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | Fair Value, Level 3 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		0
Fair Value, Measurements, Recurring [Member] | U.S. Treasury money market mutual funds [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	28,845	262,967
Fair Value, Measurements, Recurring [Member] | U.S. Treasury money market mutual funds [Member] | Fair Value, Level 1 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	28,845	262,967
Fair Value, Measurements, Recurring [Member] | U.S. Treasury money market mutual funds [Member] | Fair Value, Level 2 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	0	0
Fair Value, Measurements, Recurring [Member] | U.S. Treasury money market mutual funds [Member] | Fair Value, Level 3 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	0	0
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	1,335	30,692
Short-term investments	75,460	32,480
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | Fair Value, Level 1 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	0	0
Short-term investments	0	0
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | Fair Value, Level 2 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	1,335	30,692
Short-term investments	75,460	32,480
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | Fair Value, Level 3 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents	0	0
Short-term investments	0	0
Fair Value, Measurements, Recurring [Member] | Certificates of deposit [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		8,000
Fair Value, Measurements, Recurring [Member] | Certificates of deposit [Member] | Fair Value, Level 1 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		0
Fair Value, Measurements, Recurring [Member] | Certificates of deposit [Member] | Fair Value, Level 2 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		8,000
Fair Value, Measurements, Recurring [Member] | Certificates of deposit [Member] | Fair Value, Level 3 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		0
Fair Value, Measurements, Recurring [Member] | Debt Securities issued by U.S. Treasury [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	69,628	89,870
Fair Value, Measurements, Recurring [Member] | Debt Securities issued by U.S. Treasury [Member] | Fair Value, Level 1 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	0	0
Fair Value, Measurements, Recurring [Member] | Debt Securities issued by U.S. Treasury [Member] | Fair Value, Level 2 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	69,628	89,870
Fair Value, Measurements, Recurring [Member] | Debt Securities issued by U.S. Treasury [Member] | Fair Value, Level 3 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	0	0
Fair Value, Measurements, Recurring [Member] | Debt securities issued by U.S. Government Agencies [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		4,999
Short-term investments	49,488	45,214
Fair Value, Measurements, Recurring [Member] | Debt securities issued by U.S. Government Agencies [Member] | Fair Value, Level 1 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		0
Short-term investments	0	0
Fair Value, Measurements, Recurring [Member] | Debt securities issued by U.S. Government Agencies [Member] | Fair Value, Level 2 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		4,999
Short-term investments	49,488	45,214
Fair Value, Measurements, Recurring [Member] | Debt securities issued by U.S. Government Agencies [Member] | Fair Value, Level 3 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments included in cash and cash equivalents		0
Short-term investments	$ 0	$ 0

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 284,419	$ 806,728
Investments	194,576	167,564
Receivables, less allowances of $6,748 and $7,067, respectively	107,258	99,703
Prepaid expenses and other current assets	22,545	19,164
Deferred income taxes	54,026	76,160
Total current assets	662,824	1,169,319
Property, plant and equipment	4,675,335	4,247,868
Less accumulated depreciation	(2,980,379)	(2,755,622)
Property, plant and equipment, net, total	1,694,956	1,492,246
Deferred income taxes	96,087	101,885
Goodwill	412,694	412,694
Intangible assets, net of accumulated amortization	11,555	17,578
Other assets, net	44,344	30,015
Total assets	2,922,460	3,223,737
Current liabilities:
Accounts payable	38,454	55,857
Deferred revenue	48,371	45,471
Accrued taxes, franchise and other fees	55,043	60,844
Accrued interest	21,606	20,343
Accrued payroll and benefits	52,604	45,727
Accrued carrier costs	25,507	30,765
Current portion debt and capital lease obligations, net	32,470	374,969
Other current liabilities	35,241	29,163
Total current liabilities	309,296	663,139
Long-term debt and capital lease obligations, net	1,916,775	1,384,242
Long-term deferred revenue	20,046	23,177
Other long-term liabilities	40,274	41,240
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock, $0.01 par value, 20,000 shares authorized, no shares issued and outstanding	0	0
Common stock, $0.01 par value, 439,800 shares authorized, 153,760 and 151,953 shares issued, respectively	1,538	1,520
Additional paid-in capital	1,701,356	1,843,126
Treasury stock, 12,593 and 556 shares, at cost, respectively	(357,974)	(10,979)
Accumulated deficit	(708,979)	(721,793)
Accumulated other comprehensive income	128	65
Total stockholders' equity	636,069	1,111,939
Total liabilities and stockholders' equity	$ 2,922,460	$ 3,223,737

XML

Intangible Assets (Definite Life Intangibles) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 71,478	$ 71,478
Accumulated Amortization	(59,923)	(53,900)
Net Carrying Value	11,555	17,578
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	59,086	59,086
Accumulated Amortization	(53,177)	(49,059)
Net Carrying Value	5,909	10,027
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	12,392	12,392
Accumulated Amortization	(6,746)	(4,841)
Net Carrying Value	$ 5,646	$ 7,551

XML

Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net income	$ 15,401	$ (9,434)	$ 17,347	$ 13,144	$ 17,268	$ 20,969	$ 19,319	$ 19,332	$ 36,458	$ 76,888	$ 57,911
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities, net of tax									0	0	1,816
Unrealized gain on available-for-sale securities, net of tax									63	46	32
Other comprehensive income, net of tax									63	46	1,848
Comprehensive income									$ 36,521	$ 76,934	$ 59,759

XML

Stock-Based Compensation (Details) (USD $)	0 Months Ended	1 Months Ended	12 Months Ended
	Oct. 01, 2004	Sep. 30, 2007	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental cost of award vesting acceleration (net of forfeitures) over initial grant date fair value			$ 4,300,000
Eligible Employee Stock Purchase Plan maximum payroll deduction			15.00%
Eligible Employee Stock Purchase Plan employee maximum contribution			25,000
Eligible Employee Stock Purchase Plan discount from market price			15.00%
Eligible Employee Stock Purchase price as percentage of market price			85.00%
Shares authorized under Employee Stock Purchase Plan (in shares)	600,000	600,000
Number of shares issued in connection with Employee Stock Purchase Plan			0	0	0
Employee Stock Option Plan 1998 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)			9,000,000
Shares reserved for issuance (in shares)			200,000
Vesting period (in years)			4 years
Employee Stock Plan 2000 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)			39,000,000
Shares reserved for issuance (in shares)			2,100,000
Vesting period (in years)			4 years
Shares available for grant (in shares)			12,500,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value for stock options exercised			40,900,000	17,800,000	13,400,000
Restricted Stock Awards And Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			4 years
Fair value of restricted stock vested			52,100,000	29,100,000	17,700,000
Unrecognized compensation expense			$ 55,900,000
Weighted-average recognition period (in years)			2 years
Minimum [Member] | Employee Stock Option Plan 1998 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period of stock options (in years)			7 years
Minimum [Member] | Employee Stock Plan 2000 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period of stock options (in years)			7 years
Maximum [Member] | Employee Stock Option Plan 1998 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period of stock options (in years)			10 years
Maximum [Member] | Employee Stock Plan 2000 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period of stock options (in years)			10 years

XML

Supplemental Guarantor Information (Tables)

12 Months Ended

Dec. 31, 2013

Supplemental Guarantor Information [Abstract]

Condensed Consolidating Balance Sheet

tw telecom inc.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013

	Parent Guarantor		Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	24,546	$	259,873		$	—		$	—		$	284,419
Investments	—		194,576			—			—			194,576
Receivables, net	—		—			107,258			—			107,258
Prepaid expenses and other current assets	—		14,434			8,111			—			22,545
Deferred income taxes	—		54,006			20			—			54,026
Intercompany receivable	917,932		1,475,298			—			(2,393,230		)	—
Total current assets	942,478		1,998,187			115,389			(2,393,230		)	662,824
Property, plant and equipment, net	—		75,142			1,619,814			—			1,694,956
Deferred income taxes	—		95,603			484			—			96,087
Goodwill	—		—			412,694			—			412,694
Intangible and other assets, net	—		36,001			19,898			—			55,899
Total assets	$	942,478	$	2,204,933		$	2,168,279		$	(2,393,230	)	$	2,922,460
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—	$	8,298		$	30,156		$	—		$	38,454
Current portion debt and capital lease obligations, net	—		29,008			3,462			—			32,470
Other current liabilities	—		87,333			151,039			—			238,372
Intercompany payable	—		—			2,393,230			(2,393,230		)	—
Total current liabilities	—		124,639			2,577,887			(2,393,230		)	309,296
Losses in subsidiary in excess of investment	306,440		858,499			—			(1,164,939		)	—
Long-term debt and capital lease obligations, net	—		1,773,607			143,168			—			1,916,775
Long-term deferred revenue	—		—			20,046			—			20,046
Other long-term liabilities	—		10,526			29,748			—			40,274
Stockholders’ equity (deficit)	636,038		(562,338		)	(602,570		)	1,164,939			636,069
Total liabilities and stockholders’ equity (deficit)	$	942,478	$	2,204,933		$	2,168,279		$	(2,393,230	)	$	2,922,460

tw telecom inc.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

	Parent Guarantor		Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	24,544	$	782,184		$	—		$	—		$	806,728
Investments	—		167,564			—			—			167,564
Receivables, net	—		—			99,703			—			99,703
Prepaid expenses and other current assets	—		11,270			7,894			—			19,164
Deferred income taxes	—		76,140			20			—			76,160
Intercompany receivable	1,864,694		506,610			—			(2,371,304		)	—
Total current assets	1,889,238		1,543,768			107,617			(2,371,304		)	1,169,319
Property, plant and equipment, net	—		48,686			1,443,560			—			1,492,246
Deferred income taxes	—		101,401			484			—			101,885
Goodwill	—		—			412,694			—			412,694
Intangible and other assets, net	275		20,634			26,684			—			47,593
Total assets	$	1,889,513	$	1,714,489		$	1,991,039		$	(2,371,304	)	$	3,223,737
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—	$	7,141		$	48,716		$	—		$	55,857
Current portion debt and capital lease obligations, net	368,100		5,475			1,394			—			374,969
Other current liabilities	2,219		64,564			165,530			—			232,313
Intercompany payable	—		—			2,371,304			(2,371,304		)	—
Total current liabilities	370,319		77,180			2,586,944			(2,371,304		)	663,139
Losses in subsidiary in excess of investment	407,286		862,681			—			(1,269,967		)	—
Long-term debt and capital lease obligations, net	—		1,366,463			17,779			—			1,384,242
Long-term deferred revenue	—		—			23,177			—			23,177
Other long-term liabilities	—		7,024			34,216			—			41,240
Stockholders’ equity (deficit)	1,111,908		(598,859		)	(671,077		)	1,269,967			1,111,939
Total liabilities and stockholders’ equity (deficit)	$	1,889,513	$	1,714,489		$	1,991,039		$	(2,371,304	)	$	3,223,737

Condensed Consolidating Statement Of Operations

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2013

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,563,901		$	—		$	1,563,901
Costs and expenses:
Operating, selling, general and administrative	—			270,955			779,257			—			1,050,212
Depreciation, amortization and accretion	—			27,989			280,779			—			308,768
Corporate expense allocation	—			(298,944		)	298,944			—			—
Total costs and expenses	—			—			1,358,980			—			1,358,980
Operating income	—			—			204,921			—			204,921
Interest expense, net	(9,717		)	(74,747		)	(10,980		)	—			(95,444		)
Debt extinguishment costs	(327		)	(38,987		)	—			—			(39,314		)
Interest expense allocation	10,044			113,734			(123,778		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			70,163			—			70,163
Income tax expense	—			32,051			1,654			—			33,705
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(32,051		)	68,509			—			36,458
Equity in undistributed earnings of subsidiaries	36,458			68,509			—			(104,967		)	—
Net income	$	36,458		$	36,458		$	68,509		$	(104,967	)	$	36,458

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2012

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,470,255		$	—		$	1,470,255
Costs and expenses:
Operating, selling, general and administrative	—			221,340			737,636			—			958,976
Depreciation, amortization and accretion	—			24,268			260,024			—			284,292
Corporate expense allocation	—			(245,608		)	245,608			—			—
Total costs and expenses	—			—			1,243,268			—			1,243,268
Operating income	—			—			226,987			—			226,987
Interest expense, net	(31,388		)	(54,420		)	(7,156		)	—			(92,964		)
Debt extinguishment costs	—			(77		)	—			—			(77		)
Interest expense allocation	31,388			54,497			(85,885		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			133,946			—			133,946
Income tax expense	—			55,310			1,748			—			57,058
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(55,310		)	132,198			—			76,888
Equity in undistributed earnings of subsidiaries	76,888			132,198			—			(209,086		)	—
Net income	$	76,888		$	76,888		$	132,198		$	(209,086	)	$	76,888

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2011

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,366,891		$	—		$	1,366,891
Costs and expenses:
Operating, selling, general and administrative	—			209,677			687,322			—			896,999
Depreciation, amortization and accretion	—			22,170			261,159			—			283,329
Corporate expense allocation	—			(231,847		)	231,847			—			—
Total costs and expenses	—			—			1,180,328			—			1,180,328
Operating income	—			—			186,563			—			186,563
Interest expense, net	(29,648		)	(45,302		)	(12,223		)	—			(87,173		)
Interest expense allocation	29,648			45,302			(74,950		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			99,390			—			99,390
Income tax expense	—			39,927			1,552			—			41,479
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(39,927		)	97,838			—			57,911
Equity in undistributed earnings of subsidiaries	57,911			97,838			—			(155,749		)	—
Net income	$	57,911		$	57,911		$	97,838		$	(155,749	)	$	57,911

Condensed Consolidating Statement of Comprehensive Income

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2013

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	36,458	$	36,458	$	68,509	$	(104,967	)	$	36,458
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale securities	63		63		—		(63		)	63
Other comprehensive income, net of tax	63		63		—		(63		)	63
Comprehensive income	$	36,521	$	36,521	$	68,509	$	(105,030	)	$	36,521

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2012

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	76,888	$	76,888	$	132,198	$	(209,086	)	$	76,888
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale securities	46		46		—		(46		)	46
Other comprehensive income, net of tax	46		46		—		(46		)	46
Comprehensive income	$	76,934	$	76,934	$	132,198	$	(209,132	)	$	76,934

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2011

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	57,911	$	57,911	$	97,838	$	(155,749	)	$	57,911
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities	1,816		1,816		—		(1,816		)	1,816
Unrealized gain on available-for-sale securities	32		32		—		(32		)	32
Other comprehensive income, net of tax	1,848		1,848		—		(1,848		)	1,848
Comprehensive income	$	59,759	$	59,759	$	97,838	$	(157,597	)	$	59,759

Condensed Consolidating Statement Of Cash Flows

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2013

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	36,458		$	36,458		$	68,509		$	(104,967	)	$	36,458
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			27,989			280,779			—			308,768
Deferred income taxes	—			30,738			—			—			30,738
Stock-based compensation	—			—			38,832			—			38,832
Extinguishment costs, amortization of discount on debt and deferred debt issue costs and other	6,244			43,797			—			—			50,041
Intercompany and equity investment changes	875,802			(972,870		)	(7,899		)	104,967			—
Changes in operating assets and liabilities	(2,219		)	21,108			(45,265		)	—			(26,376		)
Net cash provided by (used in) operating activities	916,285			(812,780		)	334,956			—			438,461
Cash flows from investing activities:
Capital expenditures	—			(54,376		)	(318,492		)	—			(372,868		)
Purchases of investments	—			(312,526		)	—			—			(312,526		)
Proceeds from sale of investments	—			283,845			—			—			283,845
Equipment purchases in advance of installation and other, net	—			398			(14,968		)	—			(14,570		)
Net cash used in investing activities	—			(82,659		)	(333,460		)	—			(416,119		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	43,495			—			—			—			43,495
Purchases of treasury stock	(406,514		)	—			—			—			(406,514		)
Excess tax benefits from stock-based compensation	—			692			—			—			692
Proceeds from modification of debt, net of financing costs	—			49,684			—			—			49,684
Proceeds from issuance of debt, net of financing costs	—			765,800			—			—			765,800
Retirement of debt obligations	(553,264		)	(438,714		)	—			—			(991,978		)
Payment of debt and capital lease obligations	—			(4,334		)	(1,496		)	—			(5,830		)
Net cash provided by (used in) financing activities	(916,283		)	373,128			(1,496		)	—			(544,651		)
Increase (decrease) in cash and cash equivalents	2			(522,311		)	—			—			(522,309		)
Cash and cash equivalents at beginning of period	24,544			782,184			—			—			806,728
Cash and cash equivalents at end of period	$	24,546		$	259,873		$	—		$	—		$	284,419

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2012

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	76,888		$	76,888		$	132,198		$	(209,086	)	$	76,888
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			24,268			260,024			—			284,292
Deferred income taxes	—			48,559			—			—			48,559
Stock-based compensation	—			—			29,300			—			29,300
Amortization of discount on debt and deferred debt issue costs and other	22,512			3,034			—			—			25,546
Intercompany and equity investment changes	(99,451		)	(14,613		)	(95,022		)	209,086			—
Changes in operating assets and liabilities	—			5,280			(6,189		)	—			(909		)
Net cash (used in) provided by operating activities	(51		)	143,416			320,311			—			463,676
Cash flows from investing activities:
Capital expenditures	—			(17,490		)	(320,628		)	—			(338,118		)
Purchases of investments	—			(243,048		)	—			—			(243,048		)
Proceeds from sale of investments	—			204,629			—			—			204,629
Proceeds from sale of assets and other investing activities, net	—			1,258			1,308			—			2,566
Net cash used in investing activities	—			(54,651		)	(319,320		)	—			(373,971		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	13,462			—			—			—			13,462
Purchases of treasury stock	(13,409		)	—			—			—			(13,409		)
Excess tax benefits from stock-based compensation	—			1,213			—			—			1,213
Retirement of debt obligations	—			(101,518		)	—			—			(101,518		)
Net proceeds from issuance of debt	—			470,796			—			—			470,796
Payment of debt and capital lease obligations	(1		)	(5,923		)	(991		)	—			(6,915		)
Net cash provided by (used) in financing activities	52			364,568			(991		)	—			363,629
Increase in cash and cash equivalents	1			453,333			—			—			453,334
Cash and cash equivalents at beginning of period	24,543			328,851			—			—			353,394
Cash and cash equivalents at end of period	$	24,544		$	782,184		$	—		$	—		$	806,728

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2011

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	57,911		$	57,911		$	97,838		$	(155,749	)	$	57,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			22,170			261,159			—			283,329
Deferred income taxes	—			35,736			20			—			35,756
Stock-based compensation	—			—			27,817			—			27,817
Amortization of discount on debt and debt issue costs and other	20,773			2,615			—			—			23,388
Intercompany and equity investment changes	(30,087		)	(73,468		)	(52,194		)	155,749			—
Changes in operating assets and liabilities	—			6,254			(30,867		)	—			(24,613		)
Net cash provided by operating activities	48,597			51,218			303,773			—			403,588
Cash flows from investing activities:
Capital expenditures	—			(39,701		)	(301,030		)	—			(340,731		)
Purchases of investments	—			(223,638		)	—			—			(223,638		)
Proceeds from sale of investments	—			208,340			—			—			208,340
Proceeds from sales of assets and other investing activities, net	—			5,183			(1,953		)	—			3,230
Net cash used in investing activities	—			(49,816		)	(302,983		)	—			(352,799		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	9,966			—			—			—			9,966
Purchases of treasury stock	(58,562		)	—			—			—			(58,562		)
Excess tax benefits from stock-based compensation	—			1,385			—			—			1,385
Payment of debt and capital lease obligations	—			(6,316		)	(790		)	—			(7,106		)
Net cash used in financing activities	(48,596		)	(4,931		)	(790		)	—			(54,317		)
Increase (decrease) in cash and cash equivalents	1			(3,529		)	—			—			(3,528		)
Cash and cash equivalents at beginning of period	24,542			332,380			—			—			356,922
Cash and cash equivalents at end of period	$	24,543		$	328,851		$	—		$	—		$	353,394

XML

Supplemental Guarantor Information (Condensed Consolidating Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 284,419	$ 806,728	$ 353,394	$ 356,922
Investments	194,576	167,564
Receivables, net	107,258	99,703
Prepaid expenses and other current assets	22,545	19,164
Deferred income taxes	54,026	76,160
Intercompany receivable	0	0
Total current assets	662,824	1,169,319
Property, plant and equipment, net	1,694,956	1,492,246
Deferred income taxes	96,087	101,885
Goodwill	412,694	412,694
Intangible and other assets, net	55,899	47,593
Total assets	2,922,460	3,223,737
Current liabilities:
Accounts payable	38,454	55,857
Current portion debt and capital lease obligations, net	32,470	374,969
Other current liabilities	238,372	232,313
Intercompany payable	0	0
Total current liabilities	309,296	663,139
Losses in subsidiary in excess of investment	0	0
Long-term debt and capital lease obligations, net	1,916,775	1,384,242
Long-term deferred revenue	20,046	23,177
Other long-term liabilities	40,274	41,240
Stockholders' equity (deficit)	636,069	1,111,939	1,005,721	966,641
Total liabilities and stockholders' equity	2,922,460	3,223,737
Parent Guarantor [Member]
Current assets:
Cash and cash equivalents	24,546	24,544	24,543	24,542
Investments	0	0
Receivables, net	0	0
Prepaid expenses and other current assets	0	0
Deferred income taxes	0	0
Intercompany receivable	917,932	1,864,694
Total current assets	942,478	1,889,238
Property, plant and equipment, net	0	0
Deferred income taxes	0	0
Goodwill	0	0
Intangible and other assets, net	0	275
Total assets	942,478	1,889,513
Current liabilities:
Accounts payable	0	0
Current portion debt and capital lease obligations, net	0	368,100
Other current liabilities	0	2,219
Intercompany payable	0	0
Total current liabilities	0	370,319
Losses in subsidiary in excess of investment	306,440	407,286
Long-term debt and capital lease obligations, net	0	0
Long-term deferred revenue	0	0
Other long-term liabilities	0	0
Stockholders' equity (deficit)	636,038	1,111,908
Total liabilities and stockholders' equity	942,478	1,889,513
Issuer [Member]
Current assets:
Cash and cash equivalents	259,873	782,184	328,851	332,380
Investments	194,576	167,564
Receivables, net	0	0
Prepaid expenses and other current assets	14,434	11,270
Deferred income taxes	54,006	76,140
Intercompany receivable	1,475,298	506,610
Total current assets	1,998,187	1,543,768
Property, plant and equipment, net	75,142	48,686
Deferred income taxes	95,603	101,401
Goodwill	0	0
Intangible and other assets, net	36,001	20,634
Total assets	2,204,933	1,714,489
Current liabilities:
Accounts payable	8,298	7,141
Current portion debt and capital lease obligations, net	29,008	5,475
Other current liabilities	87,333	64,564
Intercompany payable	0	0
Total current liabilities	124,639	77,180
Losses in subsidiary in excess of investment	858,499	862,681
Long-term debt and capital lease obligations, net	1,773,607	1,366,463
Long-term deferred revenue	0	0
Other long-term liabilities	10,526	7,024
Stockholders' equity (deficit)	(562,338)	(598,859)
Total liabilities and stockholders' equity	2,204,933	1,714,489
Combined Subsidiary Guarantors [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Investments	0	0
Receivables, net	107,258	99,703
Prepaid expenses and other current assets	8,111	7,894
Deferred income taxes	20	20
Intercompany receivable	0	0
Total current assets	115,389	107,617
Property, plant and equipment, net	1,619,814	1,443,560
Deferred income taxes	484	484
Goodwill	412,694	412,694
Intangible and other assets, net	19,898	26,684
Total assets	2,168,279	1,991,039
Current liabilities:
Accounts payable	30,156	48,716
Current portion debt and capital lease obligations, net	3,462	1,394
Other current liabilities	151,039	165,530
Intercompany payable	2,393,230	2,371,304
Total current liabilities	2,577,887	2,586,944
Losses in subsidiary in excess of investment	0	0
Long-term debt and capital lease obligations, net	143,168	17,779
Long-term deferred revenue	20,046	23,177
Other long-term liabilities	29,748	34,216
Stockholders' equity (deficit)	(602,570)	(671,077)
Total liabilities and stockholders' equity	2,168,279	1,991,039
Eliminations [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Investments	0	0
Receivables, net	0	0
Prepaid expenses and other current assets	0	0
Deferred income taxes	0	0
Intercompany receivable	(2,393,230)	(2,371,304)
Total current assets	(2,393,230)	(2,371,304)
Property, plant and equipment, net	0	0
Deferred income taxes	0	0
Goodwill	0	0
Intangible and other assets, net	0	0
Total assets	(2,393,230)	(2,371,304)
Current liabilities:
Accounts payable	0	0
Current portion debt and capital lease obligations, net	0	0
Other current liabilities	0	0
Intercompany payable	(2,393,230)	(2,371,304)
Total current liabilities	(2,393,230)	(2,371,304)
Losses in subsidiary in excess of investment	(1,164,939)	(1,269,967)
Long-term debt and capital lease obligations, net	0	0
Long-term deferred revenue	0	0
Other long-term liabilities	0	0
Stockholders' equity (deficit)	1,164,939	1,269,967
Total liabilities and stockholders' equity	$ (2,393,230)	$ (2,371,304)

XML

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

tw telecom inc.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2013, 2012 and 2011

	Balance at Beginning of Period		Additions/ Charges to Costs and Expenses, net	Deductions		Balance at End of Period
	(amounts in thousands)
For the Year ended December 31, 2013:
Allowance for doubtful accounts receivable	$	7,067	2,780	(3,099	)	$	6,748
For the Year ended December 31, 2012:
Allowance for doubtful accounts receivable	$	8,192	1,272	(2,397	)	$	7,067
For the Year ended December 31, 2011:
Allowance for doubtful accounts receivable	$	7,898	3,142	(2,848	)	$	8,192

XML

Organization And Summary Of Significant Accounting Policies (Details) (USD $)	12 Months Ended
	Dec. 31, 2013 segment customers classes votes	Dec. 31, 2012 customers	Dec. 31, 2011 customers
Significant Accounting Policies [Line Items]
Number of Classes of Common Shares	1
Number of Votes Per Share	1
Preferred stock, shares issued (in shares)	0	0
Operating Segments	1
Restricted cash and cash equivalents	$ 1,400,000	$ 1,300,000
Allowance for doubtful accounts receivable	6,748,000	7,067,000
Allowance for doubtful accounts receivable percentage of gross receivables	6.00%	7.00%
Capitalized labor and overhead costs	81,300,000	75,300,000	71,600,000
Capitalized interest	1,100,000	1,300,000	2,100,000
Loss on disposal of assets	1,600,000	1,100,000	1,400,000
Goodwill impairment charges	0	0	0
Impairment of long-lived assets	0	0	0
Revenue associated with certain taxes and fees	$ 83,200,000	$ 79,800,000	$ 63,500,000
Ten largest customers percentage of total revenue	18.00%	18.00%	20.00%
Number of customers that account for greater than 5% of revenue	0	0	0
Time Warner Cable [Member]
Significant Accounting Policies [Line Items]
Number of markets with licenses for the right to use fiber optic capacity	16
Comcast Corporation [Member]
Significant Accounting Policies [Line Items]
Number of markets with licenses for the right to use fiber optic capacity	3
Bright House Networks [Member]
Significant Accounting Policies [Line Items]
Number of markets with licenses for the right to use fiber optic capacity	4
Maximum [Member]
Significant Accounting Policies [Line Items]
Cash Equivalents, Maturity Period	3 months

XML

Organization And Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Organization And Summary Of Significant Accounting Policies [Abstract]

Property, Plant and Equipment Estimated Useful Lives

Depreciation is calculated on the straight-line method over estimated useful lives as follows:

Buildings and improvements	10-20 years or lease term, if shorter
Communications network equipment	5-15 years
Vehicles and other equipment	3-10 years
Fiber and right to use	20 years or lease term, if shorter

XML

Supplemental Guarantor Information (Condensed Consolidating Statement Of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net income	$ 36,458	$ 76,888	$ 57,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	308,768	284,292	283,329
Deferred income taxes	30,738	48,559	35,756
Stock-based compensation	38,832	29,300	27,817
Extinguishment costs, amortization of discount on debt and deferred debt issue costs and other	50,041	25,546	23,388
Intercompany and equity investment changes	0	0	0
Changes in operating assets and liabilities	(26,376)	(909)	(24,613)
Net cash provided by operating activities	438,461	463,676	403,588
Cash flows from investing activities:
Capital expenditures	(372,868)	(338,118)	(340,731)
Purchases of investments	(312,526)	(243,048)	(223,638)
Proceeds from sale of investments	283,845	204,629	208,340
Equipment purchases in advance of installation and other, net	(14,570)	2,566	3,230
Net cash used in investing activities	(416,119)	(373,971)	(352,799)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	43,495	13,462	9,966
Purchases of treasury stock	(406,514)	(13,409)	(58,562)
Excess tax benefits from stock-based compensation	692	1,213	1,385
Proceeds from modification of debt, net of financing costs	49,684	0	0
Proceeds from issuance of debt, net of financing costs	765,800	470,796	0
Retirement of debt obligations	(991,978)	(101,518)	0
Payment of debt and capital lease obligations	(5,830)	(6,915)	(7,106)
Net cash provided by (used in) financing activities	(544,651)	363,629	(54,317)
Increase (decrease) in cash and cash equivalents	(522,309)	453,334	(3,528)
Cash and cash equivalents at beginning of period	806,728	353,394	356,922
Cash and cash equivalents at end of period	284,419	806,728	353,394
Parent Guarantor [Member]
Cash flows from operating activities:
Net income	36,458	76,888	57,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	0	0	0
Deferred income taxes	0	0	0
Stock-based compensation	0	0	0
Extinguishment costs, amortization of discount on debt and deferred debt issue costs and other	6,244	22,512	20,773
Intercompany and equity investment changes	875,802	(99,451)	(30,087)
Changes in operating assets and liabilities	(2,219)	0	0
Net cash provided by operating activities	916,285	(51)	48,597
Cash flows from investing activities:
Capital expenditures	0	0	0
Purchases of investments	0	0	0
Proceeds from sale of investments	0	0	0
Equipment purchases in advance of installation and other, net	0	0	0
Net cash used in investing activities	0	0	0
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	43,495	13,462	9,966
Purchases of treasury stock	(406,514)	(13,409)	(58,562)
Excess tax benefits from stock-based compensation	0	0	0
Proceeds from modification of debt, net of financing costs	0
Proceeds from issuance of debt, net of financing costs	0	0
Retirement of debt obligations	(553,264)	0
Payment of debt and capital lease obligations	0	(1)	0
Net cash provided by (used in) financing activities	(916,283)	52	(48,596)
Increase (decrease) in cash and cash equivalents	2	1	1
Cash and cash equivalents at beginning of period	24,544	24,543	24,542
Cash and cash equivalents at end of period	24,546	24,544	24,543
Issuer [Member]
Cash flows from operating activities:
Net income	36,458	76,888	57,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	27,989	24,268	22,170
Deferred income taxes	30,738	48,559	35,736
Stock-based compensation	0	0	0
Extinguishment costs, amortization of discount on debt and deferred debt issue costs and other	43,797	3,034	2,615
Intercompany and equity investment changes	(972,870)	(14,613)	(73,468)
Changes in operating assets and liabilities	21,108	5,280	6,254
Net cash provided by operating activities	(812,780)	143,416	51,218
Cash flows from investing activities:
Capital expenditures	(54,376)	(17,490)	(39,701)
Purchases of investments	(312,526)	(243,048)	(223,638)
Proceeds from sale of investments	283,845	204,629	208,340
Equipment purchases in advance of installation and other, net	398	1,258	5,183
Net cash used in investing activities	(82,659)	(54,651)	(49,816)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	0	0	0
Purchases of treasury stock	0	0	0
Excess tax benefits from stock-based compensation	692	1,213	1,385
Proceeds from modification of debt, net of financing costs	49,684
Proceeds from issuance of debt, net of financing costs	765,800	470,796
Retirement of debt obligations	(438,714)	(101,518)
Payment of debt and capital lease obligations	(4,334)	(5,923)	(6,316)
Net cash provided by (used in) financing activities	373,128	364,568	(4,931)
Increase (decrease) in cash and cash equivalents	(522,311)	453,333	(3,529)
Cash and cash equivalents at beginning of period	782,184	328,851	332,380
Cash and cash equivalents at end of period	259,873	782,184	328,851
Combined Subsidiary Guarantors [Member]
Cash flows from operating activities:
Net income	68,509	132,198	97,838
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	280,779	260,024	261,159
Deferred income taxes	0	0	20
Stock-based compensation	38,832	29,300	27,817
Extinguishment costs, amortization of discount on debt and deferred debt issue costs and other	0	0	0
Intercompany and equity investment changes	(7,899)	(95,022)	(52,194)
Changes in operating assets and liabilities	(45,265)	(6,189)	(30,867)
Net cash provided by operating activities	334,956	320,311	303,773
Cash flows from investing activities:
Capital expenditures	(318,492)	(320,628)	(301,030)
Purchases of investments	0	0	0
Proceeds from sale of investments	0	0	0
Equipment purchases in advance of installation and other, net	(14,968)	1,308	(1,953)
Net cash used in investing activities	(333,460)	(319,320)	(302,983)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	0	0	0
Purchases of treasury stock	0	0	0
Excess tax benefits from stock-based compensation	0	0	0
Proceeds from modification of debt, net of financing costs	0
Proceeds from issuance of debt, net of financing costs	0	0
Retirement of debt obligations	0	0
Payment of debt and capital lease obligations	(1,496)	(991)	(790)
Net cash provided by (used in) financing activities	(1,496)	(991)	(790)
Increase (decrease) in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of period	0	0	0
Cash and cash equivalents at end of period	0	0	0
Eliminations [Member]
Cash flows from operating activities:
Net income	(104,967)	(209,086)	(155,749)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	0	0	0
Deferred income taxes	0	0	0
Stock-based compensation	0	0	0
Extinguishment costs, amortization of discount on debt and deferred debt issue costs and other	0	0	0
Intercompany and equity investment changes	104,967	209,086	155,749
Changes in operating assets and liabilities	0	0	0
Net cash provided by operating activities	0	0	0
Cash flows from investing activities:
Capital expenditures	0	0	0
Purchases of investments	0	0	0
Proceeds from sale of investments	0	0	0
Equipment purchases in advance of installation and other, net	0	0	0
Net cash used in investing activities	0	0	0
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	0	0	0
Purchases of treasury stock	0	0	0
Excess tax benefits from stock-based compensation	0	0	0
Proceeds from modification of debt, net of financing costs	0
Proceeds from issuance of debt, net of financing costs	0	0
Retirement of debt obligations	0	0
Payment of debt and capital lease obligations	0	0	0
Net cash provided by (used in) financing activities	0	0	0
Increase (decrease) in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of period	0	0	0
Cash and cash equivalents at end of period	$ 0	$ 0	$ 0

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net income	$ 36,458	$ 76,888	$ 57,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	308,768	284,292	283,329
Deferred income taxes	30,738	48,559	35,756
Stock-based compensation	38,832	29,300	27,817
Loss on debt extinguishment	39,314	77	0
Discount on debt, amortization of deferred debt issue costs and other	10,727	25,469	23,388
Changes in operating assets and liabilities:
Accounts receivable, net	(7,555)	(3,521)	(14,584)
Prepaid expenses and other current and noncurrent assets	(1,558)	1,498	(7,627)
Accounts payable	(11,099)	(429)	(6,338)
Accrued interest	1,197	6,393	(1,261)
Accrued payroll and benefits	7,001	1,469	2,566
Deferred revenue, current and noncurrent	(231)	4,099	11,797
Other current and noncurrent liabilities	(14,131)	(10,418)	(9,166)
Net cash provided by operating activities	438,461	463,676	403,588
Cash flows from investing activities:
Capital expenditures	(372,868)	(338,118)	(340,731)
Purchases of investments	(312,526)	(243,048)	(223,638)
Proceeds from sale of investments	283,845	204,629	208,340
Equipment purchases in advance of installation and other, net	(14,570)	2,566	3,230
Net cash used in investing activities	(416,119)	(373,971)	(352,799)
Cash flows from financing activities:
Proceeds from issuance of common stock upon exercise of stock options	64,325	23,424	16,973
Taxes paid related to net share settlement of equity awards	(20,830)	(9,962)	(7,007)
Purchases of treasury stock	(406,514)	(13,409)	(58,562)
Excess tax benefits from stock-based compensation	692	1,213	1,385
Proceeds from modification of debt, net of financing costs	49,684	0	0
Retirement of debt obligations	(991,978)	(101,518)	0
Proceeds from issuance of debt, net of financing costs	765,800	470,796	0
Payment of debt and capital lease obligations	(5,830)	(6,915)	(7,106)
Net cash provided by (used in) financing activities	(544,651)	363,629	(54,317)
Increase (decrease) in cash and cash equivalents	(522,309)	453,334	(3,528)
Cash and cash equivalents at beginning of period	806,728	353,394	356,922
Cash and cash equivalents at end of period	284,419	806,728	353,394
Supplemental disclosures of cash flow information:
Cash paid for interest	85,209	63,082	67,566
Cash paid for debt extinguishment costs	32,662	0	0
Cash paid for income taxes, net of refunds	4,634	7,801	3,231
Non-cash investing & financing activities:
Addition of capital lease obligation	$ 129,019	$ 5,307	$ 2,000

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Receivables, allowances	$ 6,748	$ 7,067
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	439,800,000	439,800,000
Common stock, shares issued (in shares)	153,760,000	151,953,000
Treasury stock, shares (in shares)	12,593,000	556,000

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

tw telecom1998 Employee Stock Option Plan

The Company maintains the tw telecom 1998 Employee Stock Option Plan that reserved 9.0 million shares of common stock to be issued to officers and eligible employees under terms and conditions to be set by the Company’s Board of Directors. As of December 31, 2013, approximately 0.2 million shares of common stock were reserved for issuance upon exercise of outstanding options under that plan. Generally, the options vest over periods of up to four years and expire seven or ten years from the date of issuance. These options have been granted to employees of the Company with an exercise price equal to market value at the date of grant. The tw telecom 1998 Employee Stock Option Plan expired in August 2008 and no additional awards may be granted under this plan.

tw telecom2000 Employee Stock Plan

The Company maintains the tw telecom 2000 Employee Stock Plan (as amended in June 2009) that permits up to 39.0 million shares of common stock to be issued pursuant to stock options and stock awards granted to officers, directors, and eligible employees under terms and conditions to be set by the Company’s Board of Directors. As of December 31, 2013, approximately 2.1 million shares of common stock were reserved for issuance upon exercise of outstanding options and vesting of stock awards and approximately 12.5 million shares of common stock were available for grant under the plan. Generally, the options and awards vest over periods of up to four years and options expire either seven or ten years from the date of issuance.

The options have been granted to employees of the Company with an exercise price equal to market value of the underlying stock at the date of grant. The fair value of the restricted stock awards and restricted stock units granted was measured based on the market value of the shares on the date of grant and the resulting expense related to these awards is recorded over their vesting periods, generally up to four years. The Company did not grant any stock options in the years ended December 31, 2013 and 2012 and granted an immaterial number of stock options in the year ended December 31, 2011.

The table below summarizes the Company’s stock option activity and related information for the year ended December 31, 2013:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(thousands)				(in years)	(thousands)
Options outstanding at January 1, 2013	4,860		$	16.36
Granted	—		—
Exercised	(3,841	)	16.75
Forfeited	(3	)	11.03
Expired	(16	)	17.93
Options outstanding at December 31, 2013	1,000		$	14.85	3.35	$	15,628
Vested and expected to vest at December 31, 2013	1,000		$	14.85	3.35	$	15,622
Exercisable at December 31, 2013	860		$	14.74	2.90	$	13,526

The total intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $40.9 million, $17.8 million and $13.4 million, respectively.

The table below summarizes the Company’s restricted stock and restricted stock units and related information for the year ended December 31, 2013:

	Shares		Weighted Average Grant Date Fair Value
	(thousands)
Nonvested at January 1, 2013	4,573		$	17.30
Granted	1,412		27.50
Vested	(1,932	)	26.96
Forfeited	(64	)	20.35
Nonvested at December 31, 2013	3,989		$	21.45

The total fair value of restricted stock and restricted stock units vested during the years ended December 31, 2013, 2012 and 2011 was $52.1 million, $29.1 million and $17.7 million, respectively. As of December 31, 2013, there was $55.9 million of total unrecognized compensation expense related to non-vested restricted stock awards and restricted stock units, which is expected to be recognized over a weighted-average period of 2.0 years.

During the year ended December 31, 2013, the Company modified the outstanding share-based awards for an executive who retired to accelerate vesting of such awards, resulting in total incremental cost of $4.3 million (net of forfeitures) over the initial grant date value.

Effective October 1, 2004, the Company adopted the tw telecom 2004 Qualified Stock Purchase Plan (the “2004 Stock Purchase Plan”). Employees who met certain eligibility requirements could elect to designate up to 15% of their eligible compensation, up to an annual limit of $25,000, to purchase shares of the Company’s common stock at a 15% discount to fair market value. Stock purchases occurred semi-annually, with the price per share equaling the lower of 85% of the market price at the beginning or end of the offering period. The Company is authorized to issue a total of 600,000 shares of the Company’s common stock to participants in the 2004 Stock Purchase Plan. In September 2007, the 2004 Stock Purchase Plan was amended to authorize an additional 600,000 shares for issuance under the 2004 Stock Purchase Plan. During the years ended December 31, 2013, 2012 and 2011, no shares were issued under the amended 2004 Stock Purchase Plan because the Company has not made any offerings under the amended plan.

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Document And Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Jan. 31, 2014	Jun. 30, 2013
Document And Entity Information [Abstract]
Entity Registrant Name	tw telecom inc.
Entity Central Index Key	0001057758
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	twtc
Amendment Flag	false
Entity Common Stock, Shares Outstanding		140,629,279
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 4.1

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

Commitments and Contingencies

Leases and Fixed Obligations

The Company leases office space and furniture, facilities housing telecommunications equipment, and fiber optic use rights. Certain of the leases contain renewal clauses. The Company also enters into fixed price maintenance agreements for maintenance of its network.

In November 2013, the Company announced a market expansion to increase its metropolitan fiber route miles by approximately 17% into five new markets and in 27 existing markets. The Company is also expanding its regional fiber footprint in order to achieve greater network control and cost efficiency. To facilitate this expansion, the Company entered into long-term capital leases for fiber that the Company plans to light with its own electronics. The initial term of the leases is 20 years, with twoten-year renewals at the Company's option, and automatic renewals thereafter until terminated by either party. During the three months ended December 31, 2013, the Company recognized a right-to-use asset and corresponding capital lease obligation of $119.8 million, representing the present value of the minimum commitment under the leases, which are expected to result in aggregate committed lease payments over the initial 20 year lease term of approximately $216.5 million. The Company will accept the fiber under the minimum commitment beginning in the first quarter of 2014, at which time the related assets will begin depreciation.

At December 31, 2013, commitments under capital leases, non-cancelable operating leases and maintenance agreements with terms in excess of one year were as follows:

	Capital Leases			Operating Leases		Fixed Maintenance Obligations
	(amounts in thousands)
Year ended December 31:
2014	$	10,517		$	55,192	$	4,380
2015	10,110			49,141		5,242
2016	10,003			42,992		5,242
2017	9,566			38,612		5,242
2018	11,751			34,583		5,242
Thereafter	207,342			138,989		62,318
Total minimum lease payments	$	259,289		$	359,509	$	87,666
Less amount representing interest	(112,243		)
Present value of obligations under capital leases	147,046
Less current portion of obligations under capital leases	(3,878		)
Obligations under capital leases, excluding current portion	$	143,168

As of December 31, 2013 and 2012, assets under capital lease obligations, which primarily consist of fiber optic network components, were $152.6 million and $24.6 million, respectively, with related accumulated depreciation of $8.9 million and $7.8 million, respectively. Depreciation expense related to assets under capital lease obligations was $2.2 million, $1.7 million and $1.2 million for years ended December 31, 2013, 2012 and 2011, respectively. The obligations under capital leases have been discounted at an average imputed interest rate of 5.8%. Rental expense under operating leases aggregated $88.2 million, $77.1 million and $76.8 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Other Contingencies

Management routinely reviews the Company’s exposure to liabilities incurred in the normal course of its business operations. The Company is subject to significant government and jurisdictional regulation, some of which is uncertain due to legal challenges of existing rules. Such regulation is subject to differing interpretations and inconsistent application, and has historically resulted in disputes with other carriers, regulatory authorities and municipalities regarding the classification of traffic, rates, minutes of use and right-of-way fees. Where a probable contingency exists and the amount of the loss can be reasonably estimated, the Company records the estimated liability. Considerable judgment is required in analyzing and recording such liabilities and actual results may vary from the estimates.

The Company’s pending legal proceedings are limited to litigation incidental to its business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial statements.

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Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Revenue:
Data and Internet services	$ 851,297		$ 746,297		$ 646,682
Voice services	373,666		363,743		338,655
Network services	308,818		330,088		350,709
Intercarrier compensation	30,120		30,127		30,845
Total revenue	1,563,901		1,470,255		1,366,891
Costs and expenses:
Operating (exclusive of depreciation, amortization and accretion shown separately below)	658,080	[1]	617,553	[1]	571,461	[1]
Selling, general and administrative	392,132	[1]	341,423	[1]	325,538	[1]
Depreciation, amortization and accretion	308,768		284,292		283,329
Total costs and expenses	1,358,980		1,243,268		1,180,328
Operating income	204,921		226,987		186,563
Interest expense	(96,136)		(93,757)		(87,718)
Debt extinguishment costs	(39,314)		(77)		0
Interest income	692		793		545
Income before income taxes	70,163		133,946		99,390
Income tax expense	33,705		57,058		41,479
Net income	$ 36,458		$ 76,888		$ 57,911
Earnings per share:
Basic (in dollars per share)	$ 0.25		$ 0.51		$ 0.39
Diluted (in dollars per share)	$ 0.24		$ 0.50		$ 0.38
Weighted average shares outstanding:
Basic (in shares)	144,920		147,675		147,247
Diluted (in shares)	146,480		150,059		149,349

[1] Includes non-cash stock-based employee compensation expense (Note 1):Operating$2,178 $1,904 $2,327Selling, general and administrative$36,654 $27,396 $25,490

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment consists of:

	December 31,
	2013			2012
	(amounts in thousands)
Communications network equipment	$	3,090,976		$	2,869,304
Fiber and right to use	1,283,472			1,089,210
Vehicles and other equipment	239,510			227,977
Land, buildings and improvements	61,377			61,377
	4,675,335			4,247,868
Less accumulated depreciation	(2,980,379		)	(2,755,622		)
Total	$	1,694,956		$	1,492,246

Depreciation expense was $300.0 million, $275.8 million and $274.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The Company’s asset retirement obligations are included as a component of other long-term liabilities in the consolidated balance sheets. The following table provides asset retirement obligation liability activity for the years ended December 31, 2013, 2012 and 2011:

	Years ended December 31,
	2013			2012			2011
	(amounts in thousands)
Asset retirement obligations:
Balance at January 1	$	29,552		$	25,138		$	23,141
Accretion expense	2,791			2,273			2,085
Liabilities incurred	1,640			2,483			—
Liabilities settled	—			(342		)	(88		)
Change in estimate	(10,192		)	—			—
Balance at December 31	$	23,791		$	29,552		$	25,138

During 2013, the Company revised its estimates of the timing and amounts of its original estimate of undiscounted cash flows related to certain future asset retirement obligations. These revisions resulted in a reduction of $10.2 million to its asset retirement obligations and an offsetting reduction to property, plant and equipment in the Company's consolidated balance sheets for the year ended December 31, 2013.

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Investments

12 Months Ended

Dec. 31, 2013

Investments [Abstract]

Investments

Investments

The Company’s investments at December 31, 2013 and 2012 are summarized as follows:

	December 31,
	2013		2012
	(amounts in thousands)
Cash equivalents:
U.S. Treasury money market mutual funds	$	28,845	$	262,967
Commercial paper	1,335		30,692
Prime money market mutual funds	—		425,165
Certificates of deposit	—		8,000
Debt securities issued by U.S. Government agencies	—		4,999
Total cash equivalents	$	30,180	$	731,823
Investments:
Commercial paper	$	75,460	$	32,480
Debt securities issued by the U.S. Treasury	69,628		89,870
Debt securities issued by U.S. Government agencies	49,488		45,214
Total investments	$	194,576	$	167,564
Total cash equivalents and investments	$	224,756	$	899,387

At December 31, 2013 and December 31, 2012, the carrying values of investments included in cash and cash equivalents approximated fair value. The aggregate fair value of available-for-sale securities by major security type is included in Note 7. The amortized cost basis of the available-for-sale securities was not materially different from the aggregate fair value. The contractual maturities of the Company’s available-for-sale securities are all within one year.

Proceeds from the sale and maturity of available-for-sale securities during the year ended December 31, 2013, 2012 and 2011 were $283.8 million, $204.6 million and $208.3 million, respectively. The Company recognized no material unrealized or realized net gains or losses from available-for-sale securities during the years ended December 31, 2013, 2012 and 2011.

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Organization And Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2013

Organization And Summary Of Significant Accounting Policies [Abstract]

Description of Business and Capital Structure

Description of Business and Capital Structure

tw telecom inc. (the “Company”), a Delaware corporation, is a leading national provider of managed network services, specializing in business Ethernet, data networking, converged, IP based virtual private network or "IP VPN", Internet access, voice, including voice over Internet Protocol or "VoIP", and network security services to enterprise organizations, including public sector entities, and carriers throughout the United States, including their global locations.

The Company has one class of common stock outstanding with one vote per share. The Company also is authorized to issue shares of preferred stock. The Company’s Board of Directors has the authority to establish voting powers, preferences and special rights for the preferred stock. No shares of preferred stock have been issued.

Basis of Consolidation

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and all entities in which the Company has a controlling voting interest (“subsidiaries”). Significant intercompany accounts and transactions have been eliminated.

Estimates

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Areas that require significant management judgments include income and other taxes, revenue and receivables, stock-based compensation, long-lived assets, regulatory fees, asset retirement obligations, evaluation of impairment of goodwill and long-lived assets, and carrier liabilities.

Segment Reporting

Segment Reporting

Because its business is centrally managed, the Company operates in one segment across the United States.

Cash Equivalents and Investments

Cash Equivalents and Investments

The Company considers all highly liquid debt instruments with an original maturity of three months or less, when purchased, to be cash equivalents. The appropriate classification of securities is determined at the time of purchase and is reevaluated as of the end of each period. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity and are carried at amortized cost. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income or loss. Gains and losses on investments are calculated using the specific identification method and are recognized during the period the investment is sold.

Receivables

Receivables

The Company generally bills in advance for the majority of the services it provides and does not require significant collateral from its customers. The Company evaluates whether receivables are reasonably assured of collection by evaluation of certain factors, including ongoing credit evaluations of significant customers’ financial condition, and provides an allowance for doubtful accounts based on the expected collectability of all receivables.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are recorded at cost except for assets acquired through acquisition of businesses, which are recorded at fair value. Construction costs, labor and applicable overhead related to the development, installation and expansion of the Company’s network, and interest costs related to construction are capitalized. Capitalized labor and applicable overhead were $81.3 million, $75.3 million and $71.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. Capitalized interest was $1.1 million, $1.3 million and $2.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. Repairs and maintenance costs are charged to expense when incurred. The Company disposes of assets that are no longer in use. Losses on such disposals are included as a component of depreciation expense and were $1.6 million, $1.1 million and $1.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The Company licenses the right to use fiber optic capacity from Time Warner Cable, Inc. in 16 markets, Comcast Corporation (as successor to Time Warner Cable) in three markets and an affiliate of Bright House Networks, LLC in four markets. The Company pays and records as a component of property, plant and equipment its allocable share of the cost of fiber and construction incurred by Time Warner Cable, Inc., Comcast Corporation and the Bright House Networks, LLC affiliate on routes where the parties jointly constructed fiber networks.

Depreciation is calculated on the straight-line method over estimated useful lives as follows:

Buildings and improvements	10-20 years or lease term, if shorter
Communications network equipment	5-15 years
Vehicles and other equipment	3-10 years
Fiber and right to use	20 years or lease term, if shorter

Income Taxes

Income Taxes

Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities and the amounts used for tax purposes. The impact of a tax position is recognized in the financial statements if that position is more likely than not to be sustained on audit, based on technical merits of the position. The Company does not record a valuation allowance against net deferred tax assets when it is more likely than not that the net deferred tax asset will be realized.

Goodwill

Goodwill

The Company performs impairment tests at least annually on all goodwill pursuant to relevant accounting standards which require goodwill to be assigned to a reporting unit and tested using a consistent measurement date. For purposes of testing goodwill for impairment, the Company’s goodwill has been assigned to the Company’s one consolidated reporting unit and is tested in the fourth quarter of each year or more frequently if impairment indicators arise. Potential impairment is indicated when the book value of a reporting unit, including goodwill, exceeds its fair value. If a potential impairment exists, the fair value of the reporting unit is compared to the fair value of its assets and liabilities, excluding goodwill, to estimate the implied value of the reporting unit’s goodwill. If an impairment charge is deemed necessary, a charge is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from estimates.

Other Assets

Other Assets

Other assets primarily include deferred debt issuance costs, which are amortized to interest expense over the life of the respective debt agreements, and long-term prepaid service contracts that are amortized over the service period.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company periodically reviews the carrying amounts of property, plant and equipment and its identifiable intangible assets whenever current events or circumstances indicate the carrying amounts may not be recoverable. An impairment is required when the net book value of an asset exceeds the expected future undiscounted cash flows to be generated by that asset or group of assets and theloss is measured by the amount that the carrying value of the assets exceeds their fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary from estimates. Assets to be disposed of are carried at the lower of their carrying amount or fair value less costs to sell.

Asset Retirement Obligations

Asset Retirement Obligations

The Company records the estimated fair value of an asset retirement obligation when incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over the asset’s estimated useful life. The Company has asset retirement obligations related to decommissioning of electronics in leased facilities and the removal of certain fiber and conduit systems. Considerable management judgment is required in estimating these obligations. Important assumptions include estimates of retirement costs, the timing of the future retirement activities and the likelihood of retirement provisions being enforced. Changes in these assumptions based on future information could result in adjustments to estimated liabilities.

Regulation and Other Contingencies

Regulation and Other Contingencies

The Company is subject to significant government and jurisdictional regulation, some of which is uncertain due to legal challenges of existing rules. Such regulation is subject to differing interpretations, inconsistent application and has resulted in disputes with carriers and municipalities regarding the classification of traffic, rights-of-way, rates and minutes of use.

Management estimates and accrues for its estimate of probable losses associated with government and jurisdictional regulation and other carrier contingencies. These estimates are based on assumptions and other considerations including studies of traffic patterns, expectations regarding regulatory rulings, historic experience and ongoing negotiations. The Company evaluates these reserves on an ongoing basis and makes adjustments as necessary.

Revenue

Revenue

The Company’s revenue is derived primarily from business communications services comprised of the following:

•Data and Internet services include services that enable customers to connect their internal computer networks between locations and to access external networks, including Internet access and data transport at high speeds using Ethernet protocol, local and wide-area business Ethernet and IP VPN solutions, including service enhancements that provide customers with more visibility and control over their Ethernet services which we refer to as the "Intelligent Network". Data and Internet services also include a portfolio of managed services including the data and Internet components of converged services, which fully integrates a combination of certain communication applications including IP VPN, Internet, enterprise Session Initiation Protocol ("SIP") trunking (a VoIP solution), security and managed router service into a single managed IP solution; and the data and Internet components of integrated services, which enable customers to purchase a full array of access options that include Internet services.

•Voice services are traditional voice capabilities, whether provided over TDM or VoIP, including those provided as standalone and bundled services, long distance and toll free services. Voice services also include the voice components of managed and integrated services.

•Network services are point-to-point services that transmit voice, data and images using state-of-the-art fiber optics, and collocation services that provide secure space with controlled climate and power where customers can locate their equipment to connect to the Company's network in facilities equipped for enterprise information technology environmental requirements.

The Company also generates revenue from intercarrier compensation, comprised of switched access services and reciprocal compensation. Switched access represents the compensation from another carrier for the delivery of traffic from a long distance carrier’s point of presence to an end-user’s premises provided through the Company’s switching facilities. The Federal Communications Commission ("FCC") and state public utility commissions regulate switched access rates in their respective jurisdictions. Reciprocal compensation represents compensation from local exchange carriers (“LECs”) for local exchange traffic originated on another LEC’s facilities and terminated on the Company’s facilities.

The Company’s customers include enterprise organizations in a wide variety of industry segments including, among others, the financial services, technology and scientific, health care, distribution, manufacturing and professional services industries, data centers, cloud application providers, public sector entities, system integrators and communications service providers, including incumbent local exchange carriers ("ILECs"), competitive local exchange carriers ("CLECs"), wireless communications companies and cable companies.

Revenue for network, data and Internet, and the majority of voice services is generally billed in advance on a monthly fixed rate basis and recognized over the period the services are provided. Revenue for the majority of intercarrier compensation and certain components of voice services, such as long distance, is generally billed on a transactional basis in arrears based on a customer’s actual usage; therefore, estimates are used to recognize revenue in the period earned.

The Company evaluates whether receivables are reasonably assured of collection based on certain factors, including the likelihood of billing being disputed by customers. If there is a billing dispute with a customer, revenue generally is not recognized until the dispute is resolved. The Company does not recognize revenue associated with contract termination charges until cash is received.

The Company classifies certain taxes and fees billed to customers and remitted to government authorities on a gross versus net basis in revenue and expense. In making this determination, the Company assesses, among other things, whether the Company is the primary obligor or principal taxpayer for the taxes and fees assessed in each jurisdiction where the Company does business. In jurisdictions where the Company determines that it is the principal taxpayer, the Company records the taxes and fees on a gross basis, including the taxes and fees in revenue and expense. In jurisdictions where the Company determines that it is merely a collection agent for the government authority, the Company records the taxes on a net basis.

Operating Expenses

Operating Expenses

Operating expenses consist of costs directly related to the operation and maintenance of the Company’s network and the provisioning of services, but exclude depreciation, amortization and accretion, which is reported separately. These costs, which are net of capitalized labor and overhead costs on capital projects (see “Property, Plant and Equipment” above), include the salaries and related expenses of customer care, provisioning, network maintenance, technical field and network operations and engineering personnel, costs to repair and maintain the Company’s network, and costs paid to other carriers for access to their facilities, interconnection, and facilities leased and associated utilities.

Significant Customers

Significant Customers

The Company has substantial business relationships with a few large customers, including major telecommunications carriers. The Company’s 10 largest customers accounted for an aggregate of 18%, 18% and 20% of the Company’s total revenue for the years ended December 31, 2013, 2012 and 2011, respectively. No customer accounted for 5% or more of total revenue in 2013, 2012 and 2011.

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes the cost of stock-based employee compensation payments as expense over the requisite service period, which is generally the vesting period of the award. The fair value of restricted stock awards and restricted stock units granted is determined based on the market price of the Company’s common stock at the date of grant. The fair value of options is estimated at the date of grant using a Black-Scholes option pricing model. For purposes of the actual expense recognized in the years ended December 31, 2013, 2012 and 2011, the estimated fair value of the share-based payments is generally amortized to expense on a straight-line basis (net of estimated forfeitures) over the award’s vesting period.

Expected volatilities are based on the historical volatility of the Company’s common stock over a period generally commensurate with the expected term of the option. The risk-free rate for stock options granted during the period is determined by using the U.S. Treasury rate for the nearest period that coincides with the expected term. The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding and is based on historical data.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (the "FASB") issued an accounting standard update that requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income and the respective income statement line items affected by the reclassification. The guidance does not change the current requirements for reporting net income or other comprehensive income. The accounting standard update is effective on a prospective basis for interim and annual periods beginning after December 15, 2012. The Company adopted this accounting standard update in the three months ended March 31, 2013. This update affected presentation and disclosure, but did not affect the Company's consolidated financial position, results of operations or cash flows. See "Accumulated Other Comprehensive Income" above.

Earnings Per Share and Potential Common Share

Basic earnings per common share ("EPS") is measured as the income allocated to common stockholders divided by the weighted average outstanding common shares for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (such as convertible securities and stock options) as if they had been converted to shares at the beginning of the period presented. Potential common shares that have an anti-dilutive effect (e.g., those that increase income per share) are excluded from diluted EPS.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

Effective January 1, 1999, the Company adopted the tw telecom 401(k) Plan (the “401(k) Plan”). Employees who meet certain eligibility requirements may contribute up to 60% of their eligible compensation, subject to statutory limitations, to a trust for investment in several diversified investment choices, as directed by the employee. The Company makes a matching contribution of 100% of each employee’s contribution up to a maximum of 5% of the employee’s eligible compensation. The Company’s contributions to the 401(k) Plan aggregated $12.9 million, $11.9 million and $11.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair value, as defined by relevant accounting standards, is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would complete a transaction and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Hierarchy

Relevant accounting standards set forth a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Relevant accounting standards establish three levels of inputs that may be used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets or liabilities. Level 1 assets that are measured at fair value on a recurring basis consist of the Company’s investments in prime money market mutual funds and U.S. Treasury money market mutual funds that are traded in an active market with sufficient volume and frequency of transactions, and are included as a component of cash and cash equivalents in the consolidated balance sheets.

• Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets that are measured at fair value on a recurring basis consist of the Company’s investments in certificates of deposit, commercial paper and debt securities issued by the U.S. Treasury and government agencies using observable inputs in less active markets and are included as components of cash and cash equivalents and investments in the consolidated balance sheets. Level 2 liabilities that are measured, but not carried, at fair value on a recurring basis include the Company’s long-term debt. The Company's long-term debt has not been listed on any securities exchange or quoted on an inter-dealer automated quotation system. The Company has estimated the fair value of its long-term debt based on indicative pricing published by certain investment banks or trading levels in our long-term debt.

• Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. The Company did not have any Level 3 assets or liabilities that were measured at fair value at December 31, 2013 and 2012.

The following tables reflect assets and liabilities that are measured and carried at fair value on a recurring basis as of December 31, 2013 and 2012:

	Fair Value Measurements At December 31, 2013						Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3
	(amounts in thousands)
Assets
U.S. Treasury money market mutual funds	$	28,845	$	—	$	—	$	28,845
Commercial paper	—		1,335		—		1,335
Investments included in cash and cash equivalents	$	28,845	$	1,335	$	—	$	30,180
Commercial paper	—		75,460		—		75,460
Debt securities issued by the U.S. Treasury	—		69,628		—		69,628
Debt securities issued by U.S. Government agencies	—		49,488		—		49,488
Short-term investments	$	—	$	194,576	$	—	$	194,576
Total assets	$	28,845	$	195,911	$	—	$	224,756

	Fair Value Measurements At December 31, 2012						Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3
	(amounts in thousands)
Assets
Prime money market mutual funds	$	425,165	$	—	$	—	$	425,165
U.S. Treasury money market mutual funds	262,967		—		—		262,967
Commercial paper	—		30,692		—		30,692
Certificates of deposit	—		8,000		—		8,000
Debt securities issued by U.S. Government agencies	—		4,999		—		4,999
Investments included in cash and cash equivalents	$	688,132	$	43,691	$	—	$	731,823
Debt securities issued by the U.S. Treasury	—		89,870		—		89,870
Debt securities issued by U.S. Government agencies	—		45,214		—		45,214
Commercial paper	—		32,480		—		32,480
Short-term investments	$	—	$	167,564	$	—	$	167,564
Total assets	$	688,132	$	211,255	$	—	$	899,387

The following table summarizes the carrying amounts and estimated fair values of the Company’s long-term debt, including the current portion:

	December 31, 2013				December 31, 2012
	Carrying Value		Fair Value Level 2		Carrying Value		Fair Value Level 2
	(amounts in thousands)
Term Loan B—December 2016 tranche	$	—	$	—	$	463,019	$	465,334
Term Loan B, net of discount	515,063		519,987		—		—
8% Senior Notes, net of discount	23,392		24,594		428,001		470,850
53/8% Senior Notes, issued October 2012	480,000		474,000		480,000		505,200
53/8% Senior Notes, net of discount, issued August 2013	433,744		444,375		—		—
63/8% Senior Notes	350,000		364,000		—		—
23/8% Convertible Senior Debentures, net of discount	—		—		368,100		512,159
Total debt	$	1,802,199	$	1,826,956	$	1,739,120	$	1,953,543

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Stock-Based Compensation (Stock Option Activity) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding (shares)	4,860
Options outstanding weighted average exercise price (in dollars per share)	$ 16.36
Granted (shares)	0
Options granted weighted average exercise price (in dollars per share)	$ 0.00
Exercised (shares)	(3,841)
Options exercised weighted average exercise price (in dollars per share)	$ 16.75
Forfeited (shares)	(3)
Options forfeited weighted average exercise price (in dollars per share)	$ 11.03
Expired (shares)	(16)
Options expired weighted average exercise price (in dollars per share)	$ 17.93
Options outstanding (shares)	1,000
Options outstanding weighted average exercise price (in dollars per share)	$ 14.85
Options outstanding remaining contractual term (years)	3 years 4 months 6 days
Options outstanding intrinsic value	$ 15,628
Vested and expected to vest (shares)	1,000
Vested and expected to vest weighted average exercise price	$ 14.85
Vested and expected to vest remaining contractual term (years)	3 years 4 months 6 days
Vested and expected to vest aggregate intrinsic value	15,622
Exercisable (shares)	860
Exercisable weighted average exercise price (in dollars per share)	$ 14.74
Exercisable remaining contractual term (years)	2 years 10 months 24 days
Exercisable intrinsic value	$ 13,526

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Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

Goodwill

The Company had goodwill of $412.7 million at both December 31, 2013 and 2012.

Definite Life Intangibles

Definite life intangibles consist primarily of acquired customer relationships. Definite life intangible assets are amortized using methods that correlate to the pattern in which the economic benefits are expected to be realized. Customer relationships are amortized using the sum of the years digits method over an estimated life of 10 years. Other intangible assets, primarily acquired intangible assets, are amortized on a straight-line basis using expected lives of four or 10 years. Definite life intangible assets subject to amortization were as follows:

	December 31, 2013							December 31, 2012
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(amounts in thousands)
Customer relationships	$	59,086	$	(53,177	)	$	5,909	$	59,086	$	(49,059	)	$	10,027
Other	12,392		(6,746		)	5,646		12,392		(4,841		)	7,551
	$	71,478	$	(59,923	)	$	11,555	$	71,478	$	(53,900	)	$	17,578

Intangible asset amortization expense was $6.0 million, $6.2 million and $6.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The amortization expense related to intangible assets recorded as of December 31, 2013 for each of the five succeeding years is estimated as follows: 2014—$4.9 million; 2015—$3.9 million; 2016—$2.2 million; 2017—$0 and 2018—$0.

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Long-Term Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

The components of long-term debt at December 31, 2013 and 2012 were as follows:

	Date of						Outstanding balance
	Issuance/		Interest	Interest	Original		as of December 31,
	Amendment	Maturity	Payments	Rate	Principal		2013			2012
					(amounts in thousands)
Term Loan B—December 2016 tranche (1)	Dec 2010	Dec 2016	At least quarterly	Eurodollar rate + 3.25%	$	474,100	$	—		$	463,019
Term Loan B	Apr 2013	Apr 2020	At least quarterly	Eurodollar rate + 2.50%	520,000		517,400			—
8% Senior Notes	Mar 2010	Mar 2018	Mar/Sept	8%	430,000		23,479			430,000
53/8% Senior Notes	Oct 2012	Oct 2022	Apr/Oct	5 3/8%	480,000		480,000			480,000
53/8% Senior Notes	Aug 2013	Oct 2022	Apr/Oct	5 3/8%	450,000		450,000			—
63/8% Senior Notes	Aug 2013	Sept 2023	Mar/Sept	6 3/8%	350,000		350,000			—
23/8% Convertible Senior Debentures	Mar 2006	Apr 2026	Apr/Oct	2 3/8%	373,750		—			373,743
Total debt							$	1,820,879		$	1,746,762
Unamortized discounts							(18,680		)	(7,642		)
Current portion							(28,592		)	(373,026		)
Total long-term debt							$	1,773,607		$	1,366,094

___________________

⁽¹⁾  The Term Loan B due December 2016 was amended in April 2013 to increase the Term Loan to $520 million and extend the maturity date to April 2020. See further discussion below.

The schedule of principal payments on long-term debt as of December 31, 2013 is as follows (amounts in thousands):

2014 (1)	$	28,679
2015	5,200
2016	5,200
2017	5,200
2018	5,200
Thereafter	1,771,400
Total payments	$	1,820,879

___________________

⁽¹⁾  In January 2014, tw telecom holdings inc. notified holders of the 8% Senior Notes due 2018 that all outstanding notes will be redeemed on March 1, 2014. Therefore, the maturity date of these notes is reflected in 2014 (see "Subsequent Event - 2018 Notes" below).

Modification of Term Loan and Revolver

As of December 31, 2012, tw telecom holdings inc. ("Holdings") had a senior secured credit facility (the “Credit Facility”) consisting of a $463.0 million outstanding amount Term Loan B (the “Term Loan”) due December 2016 and an undrawn $80 million Revolving Credit Facility (the “Revolver”) expiring December 2014. In April 2013, Holdings entered into a Second Amended and Restated Credit Agreement ("Amendment and Restatement") to increase the Term Loan to $520 million and extend the maturity date to April 2020. The Term Loan was issued at an offering price of 99.5% of the principal amount. Additionally, the Amendment and Restatement increased the Revolver, which remains undrawn, to $100 million and extended the maturity date to April 2018. Components of the Amendment and Restatement are detailed below:

• The Term Loan is a secured obligation, on a first lien basis, of Holdings and is guaranteed by the Company and Holdings’ subsidiaries. Repayments of the Term Loan are due quarterly in an amount equal to ¼ of 1% of the aggregate principal amount on the last day of each quarter. Interest is reset periodically. Based on the Eurodollar rate in effect at December 31, 2013, the effective interest rate was 2.67%. In accordance with applicable accounting guidance, the amended and restated Term Loan agreement was accounted for as a modification of the existing debt.

• The Revolver is secured and guaranteed in the same manner as the Term Loan. Interest on outstanding Revolver amounts, if any, will be computed based on a specified Eurodollar rate plus 1.75% to 2.75%, depending on the Company's consolidated total leverage ratio, as defined in the Revolver, and will be reset periodically. The Company is required to pay a commitment fee on the undrawn commitment amounts on a quarterly basis of 0.375% to 0.5% per annum. The Amendment and Restatement contains customary affirmative and negative covenants. Most of the Revolver covenants apply whether or not the Company draws on that facility. In addition, if the Revolver were drawn, certain financial covenants would apply.

5³/₈% Senior Notes due 2022

In October 2012, Holdings completed a private offering of $480 million principal amount of 5³/₈% Senior Notes due 2022 (the "2022 Notes"), at an offering price of 100% of the principal amount. The net proceeds of this offering were used to settle the repurchase and conversion of the Convertible Debentures. See "Retirement of Convertible Senior Debentures" below. The 2022 Notes are unsecured obligations of Holdings and are guaranteed by the Company and substantially all of Holdings' subsidiaries. The 2022 Notes are redeemable in whole or in part, at Holdings' option at any time prior to October 1, 2017 at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, liquidated damages, if any, plus a make-whole premium. Holdings may redeem the 2022 Notes in whole or in part at any time on or after October 1, 2017. If a redemption occurs on or after October 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2017	102.688%
2018	101.792%
2019	100.896%
2020	100.000%

In addition, any time prior to October 1, 2015, at the Company's option, the Company may redeem up to 35% of the aggregate principal amount of the 2022 Notes with net proceeds from one or more equity offerings by the Company at a redemption price of 105.375% of their principal amount, plus accrued and unpaid interest, if any, and liquidated damages, if any.

8% Senior Notes due 2018

As of December 31, 2012, Holdings had outstanding $430 million aggregate principal amount of 8% Senior Notes due 2018 (the “2018 Notes”). The 2018 Notes are unsecured obligations of Holdings and are guaranteed by the Company and substantially all of Holdings’ subsidiaries. Holdings may redeem the 2018 Notes in whole or in part at any time on or after March 1, 2014. If a redemption occurs on or after March 1 of the years indicated below, the redemption premium will be as follows (see "Subsequent Event- 2018 Notes" below):

Year	Redemption Price
2014	104.000%
2015	102.000%
2016	100.000%

Debt Offering and Concurrent Cash Tender Offer

In August 2013, Holdings completed a private offering of $800 million Senior Notes, including $450 million principal amount of 5³/₈% Senior Notes due 2022 (the "2022 Mirror Notes") at an offering price of 96.250% of the principal amount and $350 million principal amount of 6³/₈% Senior Notes due 2023 (the "2023 Notes") at an offering price of 100% of the principal amount. The net proceeds from the offerings were used to fund Holdings' repurchase of a portion of its $430 million principal amount of the 2018 Notes that were tendered in a concurrent cash tender offer (see discussion below) and for general corporate purposes.

The 2022 Mirror Notes have substantially the same terms and conditions as the 2022 Notes. The 2022 Mirror Notes are unsecured obligations of Holdings and are guaranteed by the Company and substantially all of Holdings’ subsidiaries. Interest accrued on the 2022 Mirror Notes from April 1, 2013, and the first interest payment on the 2022 Mirror Notes included accrued interest from April 1, 2013. Purchasers of the 2022 Mirror Notes paid pre-settlement interest of $9.7 million from April 1, 2013 to the settlement date (August 26, 2013). The 2022 Mirror Notes are redeemable in whole or in part, at Holdings' option at any time prior to October 1, 2017 at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, liquidated damages, if any, plus a make-whole premium. Holdings may redeem the 2022 Notes in whole or in part at any time on or after October 1, 2017. If a redemption occurs on or after October 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2017	102.688%
2018	101.792%
2019	100.896%
2020	100.000%

In addition, at any time prior to October 1, 2015, at Holdings’ option, Holdings may redeem up to 35% of the aggregate principal amount of the 2022 Mirror Notes with net proceeds from one or more equity offerings by the Company at a redemption price of 105.375% of their principal amount, plus accrued and unpaid interest, if any, and liquidated damages, if any.

The 2023 Notes are unsecured obligations of Holdings and are guaranteed by the Company and substantially all of Holdings’ subsidiaries. The 2023 Notes are redeemable in whole or in part, at Holdings' option, at any time prior to September 1, 2018 at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, liquidated damages, if any, plus a make-whole premium. Holdings may redeem the 2023 Notes in whole or in part at any time on or after September 1, 2018. If a redemption occurs on or after September 1 of the years indicated below, the redemption premiums will be as follows:

Year	Redemption Price
2018	103.188%
2019	102.125%
2020	101.063%
2021	100.000%

In addition, at any time prior to September 1, 2016, at Holdings' option, it may redeem up to 35% of the aggregate principal amount of the 2023 Notes with net proceeds from one or more equity offerings by the Company at a redemption price of 106.375% of their principal amount, plus accrued and unpaid interest, if any, and liquidated damages, if any.

In the year ended December 31, 2013, Holdings received and accepted tenders of approximately $406.5 million aggregate principal amount of the 2018 Notes for $438.7 million in a tender offer that was made concurrently with the Senior Notes offering. The completion of this tender offer resulted in debt extinguishment costs of $38.9 million, comprised of premiums and fees associated with this tender offer of $32.2 million and write-offs of unamortized deferred debt issuance costs and issuance discount related to the 2018 Notes of $5.1 million and $1.6 million, respectively. Approximately $23.5 million principal amount of the 2018 Notes remained outstanding as of December 31, 2013 (see "Subsequent Event - 2018 Notes" below).

As required by a Registration Rights Agreement with the initial purchasers of the 2022 Mirror Notes and 2023 Notes, Holdings conducted an exchange offer that closed in January 2014 to enable the holders of these Notes to exchange the unregistered notes for notes registered under the Securities Act of 1933 with essentially identical terms. Pursuant to the exchange offer, $450 million and $350 million in principal amount of unregistered 2022 Mirror Notes and 2023 Notes, respectively, were exchanged for $450 million and $350 million in principal amount of registered 2022 Mirror Notes and 2023 Notes, respectively. The exchange offer for both the 2022 Mirror Notes and the 2023 Notes did not have a material impact on the Company’s financial position or results of operation.

Subsequent Event - 2018 Notes

On January 30, 2014, Holdings notified holders of the 2018 Notes that all outstanding 2018 Notes will be redeemed on March 1, 2014 at a redemption price of 104% of the principal amount. The aggregate principal amount of the notes being redeemed is $23.5 million and is included as a component of current portion debt and capital lease obligations, net in the Company's consolidated balance sheets for the year ended December 31, 2013.

Retirement of Convertible Senior Debentures

As of December 31, 2012, the Company had outstanding $373.7 million principal amount of Convertible Debentures. In accordance with authoritative guidance issued by the FASB for convertible debt instruments, the Company separated the Convertible Debentures into debt and equity components at issuance and assigned a value to each. The value assigned to the equity component was $120.5 million, net of an allocable portion of deferred debt issuance costs, as of December 31, 2012, and is included as a component of additional paid in capital. The value assigned to the debt component was $253.3 million and represents the estimated fair value, as of the issuance date (March 29, 2006), of a similar instrument without the conversion feature. The unamortized discount was amortized to interest expense using the interest rate method through March 31, 2013.

The following table reflects the principal and discount included in the consolidated balance sheets as of December 31, 2013 and 2012:

	2013		2012
Principal amount of Convertible Debentures	$	—	$	373,743
Unamortized discount	—		(5,643		)
Net carrying amount of Convertible Debentures	$	—	$	368,100

The Company recognized the following amounts to interest expense related to the Convertible Debentures for the years ended December 31, 2013, 2012 and 2011:

	2013			2012			2011
Interest expense, contractual amount at 23/8%	$	3,800		$	8,877		$	8,876
Interest expense, amortization of discount	5,642			21,414			19,675
Interest expense, amortization of deferred debt issuance costs	275			1,098			1,098
Total interest expense for Convertible Debentures	$	9,717		$	31,389		$	29,649
Effective interest rate on liability component	3.0		%	8.5		%	8.5		%

The Convertible Debentures were redeemable in whole or in part at the Company’s option at any time on or after April 6, 2013 at a redemption price equal to 100% of the principal amount of the debentures to be redeemed, plus accrued and unpaid interest. On May 29, 2013, the Company called for redemption all of the remaining outstanding Convertible Debentures. Holders of the Convertible Debentures had the option to require the Company to purchase all or part of the Convertible Debentures on April 1, 2013, at 100% of the principal and unpaid interest, or at any time prior to April 1, 2026, to convert the debentures into shares of the Company’s common stock. Upon conversion, the Company had the right to deliver, in lieu of shares of common stock, cash or a combination of cash and shares of common stock. The Company elected to settle its conversion obligation entirely in cash.

For the year ended December 31, 2013, the Company settled the $373.7 million principal amount of the Convertible Debentures for $552.7 million as a result of the redemption and other repurchases by the Company and conversions by holders of the Convertible Debentures. The excess of the fair value of the debt component of $373.7 million at settlement, or $179.2 million, was recorded as a reduction to additional paid in capital.

Debt Offering Costs

For the years ended December 31, 2013, 2012 and 2011, the Company deferred debt offering costs of $23.3 million, $9.2 million, and $0.1 million, respectively, in connection with debt issuances, that are being amortized to interest expense over the respective terms of the debt. At December 31, 2013 and 2012, there was $33.3 million and $19.1 million, respectively, of unamortized debt issuance costs.

Covenant Compliance

As of December 31, 2013, tw telecom inc. and its wholly-owned subsidiary, Holdings, were in compliance with all of their debt covenants.

Interest Expense

Interest expense, including amortization of deferred debt issuance costs, discounts, commitment fees and the effect of interest rate swap agreements, as applicable, was as follows:

	Years Ended December 31,
	2013		2012		2011
	(amounts in thousands)
Term Loan B - all instruments	$	16,063	$	18,800	$	22,295
8% Senior Notes	24,190		35,980		35,980
53/8% Senior Notes, issued October 2012	26,652		6,681		—
53/8% Senior Notes, issued August 2013	9,375		—		—
63/8% Senior Notes	8,000		—		—
23/8% Convertible Senior Debentures	9,717		31,389		29,649
Revolving Credit Facility (undrawn)	664		624		501
Interest expense from debt	$	94,661	$	93,474	$	88,425
Other interest expense	1,475		283		(707		)
Total interest expense	$	96,136	$	93,757	$	87,718

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense (benefit) for the years ended December 31, 2013, 2012 and 2011 was as follows:

	Years ended December 31,
	2013		2012		2011
	(amounts in thousands)
Current:
Federal	$	312	$	3,525	$	1,317
State	2,655		4,974		4,406
	2,967		8,499		5,723
Deferred:
Federal	29,736		46,611		34,800
State	1,002		1,948		1,826
	30,738		48,559		36,626
Income tax benefit of change in valuation allowance	—		—		(870		)
Income tax expense	$	33,705	$	57,058	$	41,479

Total income tax expense differed from the amounts computed by applying the federal statutory income tax rate of 35% to income before income taxes as a result of the following items for the years ended December 31, 2013, 2012 and 2011:

	Years ended December 31,
	2013		2012		2011
Federal statutory income tax expense	35.0	%	35.0	%	35.0	%
Compensation limitation	6.3		2.8		2.1
State income tax expense, net of federal income tax benefit	3.9		3.9		4.7
Stock compensation	1.8		0.3		—
Other	1.0		0.6		0.8
Change in valuation allowance	—		—		(0.9	)
Income tax expense	48.0	%	42.6	%	41.7	%

The tax effects of temporary differences that give rise to significant components of the Company’s deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows:

	December 31,
	2013			2012
	(amounts in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	235,737		$	253,827
Accrued liabilities	23,329			25,897
Stock compensation	8,868			18,794
AMT and other business credit carryforwards	8,772			6,277
Other	11,027			19,356
Total deferred tax assets	287,733			324,151
Deferred tax liabilities:
Depreciation and amortization	(110,865		)	(108,988		)
Other	(2,270		)	(3,893		)
Total deferred tax liabilities	(113,135		)	(112,881		)
Less: Valuation allowance	(26,996		)	(33,225		)
Total deferred tax asset, net	$	147,602		$	178,045
Balance sheet classification of deferred taxes:
Deferred income tax asset, net - current	$	54,026		$	76,160
Deferred income tax asset, net - noncurrent	96,087			101,885
Deferred income tax liability, net - noncurrent	(2,511		)	—
Total deferred tax asset, net	$	147,602		$	178,045

The Company continues to maintain a valuation allowance against certain deferred tax assets totaling $27.0 million. The Company believes it is more likely than not that certain deferred tax assets, including those resulting from net operating loss carryforwards ("NOLs") subject to certain limitations and those that require future income of special character, will not be realized. Additionally, the Company has certain deferred tax assets attributable to stock option deductions for which the related valuation allowance cannot be reversed due to relevant accounting guidance concerning tax benefits related to the exercise of non-qualified stock options prior to the adoption of such accounting guidance. At December 31, 2013, $20.6 million of the valuation allowance related to stock compensation for which subsequently recognized tax benefits will be allocated directly to additional paid in capital.

As a result of certain realization requirements of applicable accounting guidance, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation in excess of compensation recognized for financial reporting. Stockholders' equity will be increased by $64.4 million if and when such deferred tax assets are ultimately realized. The Company uses the ordering rules prescribed by relevant accounting guidance for purposes of determining when the excess tax benefits have been realized. At December 31, 2013, the Company had $8.9 million in deferred tax assets related to stock-based compensation. If the actual future tax deductions are less than the deferred tax asset recorded, this may result in an increase to income tax expense.

At December 31, 2013, the Company had NOLs for federal income tax purposes of approximately $800 million. The Company’s NOLs, if not utilized to reduce taxable income in future periods, generally expire in various amounts beginning in 2022 and ending in 2026. Due to the presence of these NOLs, tax years that remain subject to examination date back to the year ended December 31, 2000. The Tax Reform Act of 1986 contains provisions that limit the utilization of NOLs if there has been an “ownership change” as described in Section 382 of the Internal Revenue Code. In general, this would occur if certain ownership changes related to the Company’s common stock that are held by 5 percent or greater stockholders exceeds 50 percent measured over a rolling three year period. If the Company experienced such an ownership change at a time when its market capitalization is below a certain level, the utilization of its NOLs to reduce future federal income tax obligations could be limited.

As of December 31, 2013, the Company had no material uncertain tax positions.

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Quarterly Results of Operations (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Quarterly Financial Information Disclosure [Abstract]
Total revenue	$ 400,019	$ 393,190	$ 389,483	$ 381,209	$ 377,893	$ 368,934	$ 364,503	$ 358,925	$ 1,563,901	$ 1,470,255	$ 1,366,891
Operating income	52,557	46,932	53,262	52,170	56,599	58,672	56,468	55,248	204,921	226,987	186,563
Net income (loss)	$ 15,401	$ (9,434)	$ 17,347	$ 13,144	$ 17,268	$ 20,969	$ 19,319	$ 19,332	$ 36,458	$ 76,888	$ 57,911
Basic earnings (loss) per share (in dollars per share)	$ 0.11	$ (0.07)	$ 0.12	$ 0.09	$ 0.11	$ 0.14	$ 0.13	$ 0.13	$ 0.25	$ 0.51	$ 0.39
Diluted earnings per share (in dollars per share)	$ 0.11	$ (0.07)	$ 0.11	$ 0.09	$ 0.11	$ 0.14	$ 0.13	$ 0.13	$ 0.24	$ 0.50	$ 0.38

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Supplemental Guarantor Information (Condensed Consolidating Statement Of Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements Captions [Line Items}
Total revenue	$ 400,019	$ 393,190	$ 389,483	$ 381,209	$ 377,893	$ 368,934	$ 364,503	$ 358,925	$ 1,563,901	$ 1,470,255	$ 1,366,891
Costs and expenses:
Operating, selling, general and administrative									1,050,212	958,976	896,999
Depreciation, amortization and accretion									308,768	284,292	283,329
Corporate expense allocation									0	0	0
Total costs and expenses									1,358,980	1,243,268	1,180,328
Operating income	52,557	46,932	53,262	52,170	56,599	58,672	56,468	55,248	204,921	226,987	186,563
Interest expense, net									(95,444)	(92,964)	(87,173)
Debt extinguishment costs									(39,314)	(77)	0
Interest expense allocation									0	0	0
Income before income taxes and equity in undistributed earnings of subsidiaries									70,163	133,946	99,390
Income tax expense									33,705	57,058	41,479
Net income (loss) before equity in undistributed earnings of subsidiaries									36,458	76,888	57,911
Equity in undistributed earnings of subsidiaries									0	0	0
Net income	15,401	(9,434)	17,347	13,144	17,268	20,969	19,319	19,332	36,458	76,888	57,911
Parent Guarantor [Member]
Condensed Financial Statements Captions [Line Items}
Total revenue									0	0	0
Costs and expenses:
Operating, selling, general and administrative									0	0	0
Depreciation, amortization and accretion									0	0	0
Corporate expense allocation									0	0	0
Total costs and expenses									0	0	0
Operating income									0	0	0
Interest expense, net									(9,717)	(31,388)	(29,648)
Debt extinguishment costs									(327)	0
Interest expense allocation									10,044	31,388	29,648
Income before income taxes and equity in undistributed earnings of subsidiaries									0	0	0
Income tax expense									0	0	0
Net income (loss) before equity in undistributed earnings of subsidiaries									0	0	0
Equity in undistributed earnings of subsidiaries									36,458	76,888	57,911
Net income									36,458	76,888	57,911
Issuer [Member]
Condensed Financial Statements Captions [Line Items}
Total revenue									0	0	0
Costs and expenses:
Operating, selling, general and administrative									270,955	221,340	209,677
Depreciation, amortization and accretion									27,989	24,268	22,170
Corporate expense allocation									(298,944)	(245,608)	(231,847)
Total costs and expenses									0	0	0
Operating income									0	0	0
Interest expense, net									(74,747)	(54,420)	(45,302)
Debt extinguishment costs									(38,987)	(77)
Interest expense allocation									113,734	54,497	45,302
Income before income taxes and equity in undistributed earnings of subsidiaries									0	0	0
Income tax expense									32,051	55,310	39,927
Net income (loss) before equity in undistributed earnings of subsidiaries									(32,051)	(55,310)	(39,927)
Equity in undistributed earnings of subsidiaries									68,509	132,198	97,838
Net income									36,458	76,888	57,911
Combined Subsidiary Guarantors [Member]
Condensed Financial Statements Captions [Line Items}
Total revenue									1,563,901	1,470,255	1,366,891
Costs and expenses:
Operating, selling, general and administrative									779,257	737,636	687,322
Depreciation, amortization and accretion									280,779	260,024	261,159
Corporate expense allocation									298,944	245,608	231,847
Total costs and expenses									1,358,980	1,243,268	1,180,328
Operating income									204,921	226,987	186,563
Interest expense, net									(10,980)	(7,156)	(12,223)
Debt extinguishment costs									0	0
Interest expense allocation									(123,778)	(85,885)	(74,950)
Income before income taxes and equity in undistributed earnings of subsidiaries									70,163	133,946	99,390
Income tax expense									1,654	1,748	1,552
Net income (loss) before equity in undistributed earnings of subsidiaries									68,509	132,198	97,838
Equity in undistributed earnings of subsidiaries									0	0	0
Net income									68,509	132,198	97,838
Eliminations [Member]
Condensed Financial Statements Captions [Line Items}
Total revenue									0	0	0
Costs and expenses:
Operating, selling, general and administrative									0	0	0
Depreciation, amortization and accretion									0	0	0
Corporate expense allocation									0	0	0
Total costs and expenses									0	0	0
Operating income									0	0	0
Interest expense, net									0	0	0
Debt extinguishment costs									0	0
Interest expense allocation									0	0	0
Income before income taxes and equity in undistributed earnings of subsidiaries									0	0	0
Income tax expense									0	0	0
Net income (loss) before equity in undistributed earnings of subsidiaries									0	0	0
Equity in undistributed earnings of subsidiaries									(104,967)	(209,086)	(155,749)
Net income									$ (104,967)	$ (209,086)	$ (155,749)

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Employee Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Compensation and Retirement Disclosure [Abstract]
Percentage of eligible compensation employees may contribute to the plan annually	60.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	100.00%
Maximum percentage of employee's eligible compensation that the company may contribute to the plan	5.00%
Defined Contribution Plan, Cost Recognized	$ 12.9	$ 11.9	$ 11.6

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Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

The following summarizes the Company’s unaudited quarterly results of operations for 2013 and 2012:

	Three Months Ended
	March 31		June 30		September 30			December 31
	(amounts in thousands, except per share amounts)
Year ended December 31, 2013
Total revenue	$	381,209	$	389,483	$	393,190		$	400,019
Operating income	52,170		53,262		46,932			52,557
Net income (loss)	13,144		17,347		(9,434		)	15,401
Basic earnings (loss) per share	$	0.09	$	0.12	$	(0.07	)	$	0.11
Diluted earnings (loss) per share	$	0.09	$	0.11	$	(0.07	)	$	0.11
Year ended December 31, 2012
Total revenue	$	358,925	$	364,503	$	368,934		$	377,893
Operating income	55,248		56,468		58,672			56,599
Net income	19,332		19,319		20,969			17,268
Basic earnings per share	$	0.13	$	0.13	$	0.14		$	0.11
Diluted earnings per share	$	0.13	$	0.13	$	0.14		$	0.11

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Long-Term Debt (Interest Expense On Convertible Debentures) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Total interest expense for Convertible Debentures	$ 94,661	$ 93,474	$ 88,425
2 3/8% Convertible Senior Debentures, Due 2026 [Member]
Debt Instrument [Line Items]
Interest expense, contractual amount at 2 3/8%	3,800	8,877	8,876
Interest expense, amortization of discount	5,642	21,414	19,675
Interest expense, amortization of deferred debt issuance costs	275	1,098	1,098
Total interest expense for Convertible Debentures	$ 9,717	$ 31,389	$ 29,649
Effective interest rate on liability component	3.00%	8.50%	8.50%

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Supplemental Guarantor Information

12 Months Ended

Dec. 31, 2013

Supplemental Guarantor Information [Abstract]

Supplemental Guarantor Information

Supplemental Guarantor Information

The 2018 Notes, 2022 Notes, 2022 Mirror Notes and 2023 Notes (collectively, the "Senior Notes") are unsecured obligations of Holdings ("Issuer") and are fully and unconditionally guaranteed by the Company (“Parent Guarantor”) and substantially all of the Issuer’s subsidiaries (“Combined Subsidiary Guarantors”). The guarantees are joint and several. The Combined Subsidiary Guarantors are directly or indirectly wholly owned by the Issuer, which is wholly owned by the Parent Guarantor. A significant amount of the Issuer’s cash flow is generated by the Combined Subsidiary Guarantors. As a result, funds necessary to meet the Issuer’s debt service obligations are provided in large part by distributions or advances from the Combined Subsidiary Guarantors. The Senior Notes are governed by indentures that contain certain restrictive covenants. These restrictions affect, and in many respects limit or prohibit, among other things, the ability of the Parent Guarantor, the Issuer and its subsidiaries to incur indebtedness, make prepayments of certain indebtedness, pay dividends, make investments, engage in transactions with stockholders and affiliates, issue capital stock of subsidiaries, create liens, sell assets, and engage in mergers and consolidations.

The following information sets forth the Company’s Condensed Consolidating Balance Sheets as of December 31, 2013 and 2012, Condensed Consolidating Statements of Operations for the years ended December 31, 2013, 2012 and 2011, Condensed Consolidating Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011.

tw telecom inc.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013

	Parent Guarantor		Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	24,546	$	259,873		$	—		$	—		$	284,419
Investments	—		194,576			—			—			194,576
Receivables, net	—		—			107,258			—			107,258
Prepaid expenses and other current assets	—		14,434			8,111			—			22,545
Deferred income taxes	—		54,006			20			—			54,026
Intercompany receivable	917,932		1,475,298			—			(2,393,230		)	—
Total current assets	942,478		1,998,187			115,389			(2,393,230		)	662,824
Property, plant and equipment, net	—		75,142			1,619,814			—			1,694,956
Deferred income taxes	—		95,603			484			—			96,087
Goodwill	—		—			412,694			—			412,694
Intangible and other assets, net	—		36,001			19,898			—			55,899
Total assets	$	942,478	$	2,204,933		$	2,168,279		$	(2,393,230	)	$	2,922,460
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—	$	8,298		$	30,156		$	—		$	38,454
Current portion debt and capital lease obligations, net	—		29,008			3,462			—			32,470
Other current liabilities	—		87,333			151,039			—			238,372
Intercompany payable	—		—			2,393,230			(2,393,230		)	—
Total current liabilities	—		124,639			2,577,887			(2,393,230		)	309,296
Losses in subsidiary in excess of investment	306,440		858,499			—			(1,164,939		)	—
Long-term debt and capital lease obligations, net	—		1,773,607			143,168			—			1,916,775
Long-term deferred revenue	—		—			20,046			—			20,046
Other long-term liabilities	—		10,526			29,748			—			40,274
Stockholders’ equity (deficit)	636,038		(562,338		)	(602,570		)	1,164,939			636,069
Total liabilities and stockholders’ equity (deficit)	$	942,478	$	2,204,933		$	2,168,279		$	(2,393,230	)	$	2,922,460

tw telecom inc.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

	Parent Guarantor		Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	24,544	$	782,184		$	—		$	—		$	806,728
Investments	—		167,564			—			—			167,564
Receivables, net	—		—			99,703			—			99,703
Prepaid expenses and other current assets	—		11,270			7,894			—			19,164
Deferred income taxes	—		76,140			20			—			76,160
Intercompany receivable	1,864,694		506,610			—			(2,371,304		)	—
Total current assets	1,889,238		1,543,768			107,617			(2,371,304		)	1,169,319
Property, plant and equipment, net	—		48,686			1,443,560			—			1,492,246
Deferred income taxes	—		101,401			484			—			101,885
Goodwill	—		—			412,694			—			412,694
Intangible and other assets, net	275		20,634			26,684			—			47,593
Total assets	$	1,889,513	$	1,714,489		$	1,991,039		$	(2,371,304	)	$	3,223,737
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—	$	7,141		$	48,716		$	—		$	55,857
Current portion debt and capital lease obligations, net	368,100		5,475			1,394			—			374,969
Other current liabilities	2,219		64,564			165,530			—			232,313
Intercompany payable	—		—			2,371,304			(2,371,304		)	—
Total current liabilities	370,319		77,180			2,586,944			(2,371,304		)	663,139
Losses in subsidiary in excess of investment	407,286		862,681			—			(1,269,967		)	—
Long-term debt and capital lease obligations, net	—		1,366,463			17,779			—			1,384,242
Long-term deferred revenue	—		—			23,177			—			23,177
Other long-term liabilities	—		7,024			34,216			—			41,240
Stockholders’ equity (deficit)	1,111,908		(598,859		)	(671,077		)	1,269,967			1,111,939
Total liabilities and stockholders’ equity (deficit)	$	1,889,513	$	1,714,489		$	1,991,039		$	(2,371,304	)	$	3,223,737

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2013

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,563,901		$	—		$	1,563,901
Costs and expenses:
Operating, selling, general and administrative	—			270,955			779,257			—			1,050,212
Depreciation, amortization and accretion	—			27,989			280,779			—			308,768
Corporate expense allocation	—			(298,944		)	298,944			—			—
Total costs and expenses	—			—			1,358,980			—			1,358,980
Operating income	—			—			204,921			—			204,921
Interest expense, net	(9,717		)	(74,747		)	(10,980		)	—			(95,444		)
Debt extinguishment costs	(327		)	(38,987		)	—			—			(39,314		)
Interest expense allocation	10,044			113,734			(123,778		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			70,163			—			70,163
Income tax expense	—			32,051			1,654			—			33,705
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(32,051		)	68,509			—			36,458
Equity in undistributed earnings of subsidiaries	36,458			68,509			—			(104,967		)	—
Net income	$	36,458		$	36,458		$	68,509		$	(104,967	)	$	36,458

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2012

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,470,255		$	—		$	1,470,255
Costs and expenses:
Operating, selling, general and administrative	—			221,340			737,636			—			958,976
Depreciation, amortization and accretion	—			24,268			260,024			—			284,292
Corporate expense allocation	—			(245,608		)	245,608			—			—
Total costs and expenses	—			—			1,243,268			—			1,243,268
Operating income	—			—			226,987			—			226,987
Interest expense, net	(31,388		)	(54,420		)	(7,156		)	—			(92,964		)
Debt extinguishment costs	—			(77		)	—			—			(77		)
Interest expense allocation	31,388			54,497			(85,885		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			133,946			—			133,946
Income tax expense	—			55,310			1,748			—			57,058
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(55,310		)	132,198			—			76,888
Equity in undistributed earnings of subsidiaries	76,888			132,198			—			(209,086		)	—
Net income	$	76,888		$	76,888		$	132,198		$	(209,086	)	$	76,888

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2011

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Total revenue	$	—		$	—		$	1,366,891		$	—		$	1,366,891
Costs and expenses:
Operating, selling, general and administrative	—			209,677			687,322			—			896,999
Depreciation, amortization and accretion	—			22,170			261,159			—			283,329
Corporate expense allocation	—			(231,847		)	231,847			—			—
Total costs and expenses	—			—			1,180,328			—			1,180,328
Operating income	—			—			186,563			—			186,563
Interest expense, net	(29,648		)	(45,302		)	(12,223		)	—			(87,173		)
Interest expense allocation	29,648			45,302			(74,950		)	—			—
Income before income taxes and equity in undistributed earnings of subsidiaries	—			—			99,390			—			99,390
Income tax expense	—			39,927			1,552			—			41,479
Net income (loss) before equity in undistributed earnings of subsidiaries	—			(39,927		)	97,838			—			57,911
Equity in undistributed earnings of subsidiaries	57,911			97,838			—			(155,749		)	—
Net income	$	57,911		$	57,911		$	97,838		$	(155,749	)	$	57,911

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2013

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	36,458	$	36,458	$	68,509	$	(104,967	)	$	36,458
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale securities	63		63		—		(63		)	63
Other comprehensive income, net of tax	63		63		—		(63		)	63
Comprehensive income	$	36,521	$	36,521	$	68,509	$	(105,030	)	$	36,521

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2012

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	76,888	$	76,888	$	132,198	$	(209,086	)	$	76,888
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale securities	46		46		—		(46		)	46
Other comprehensive income, net of tax	46		46		—		(46		)	46
Comprehensive income	$	76,934	$	76,934	$	132,198	$	(209,132	)	$	76,934

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31, 2011

	Parent Guarantor		Issuer		Combined Subsidiary Guarantors		Eliminations			Consolidated
	(amounts in thousands)
Net income	$	57,911	$	57,911	$	97,838	$	(155,749	)	$	57,911
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedging activities	1,816		1,816		—		(1,816		)	1,816
Unrealized gain on available-for-sale securities	32		32		—		(32		)	32
Other comprehensive income, net of tax	1,848		1,848		—		(1,848		)	1,848
Comprehensive income	$	59,759	$	59,759	$	97,838	$	(157,597	)	$	59,759

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2013

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	36,458		$	36,458		$	68,509		$	(104,967	)	$	36,458
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			27,989			280,779			—			308,768
Deferred income taxes	—			30,738			—			—			30,738
Stock-based compensation	—			—			38,832			—			38,832
Extinguishment costs, amortization of discount on debt and deferred debt issue costs and other	6,244			43,797			—			—			50,041
Intercompany and equity investment changes	875,802			(972,870		)	(7,899		)	104,967			—
Changes in operating assets and liabilities	(2,219		)	21,108			(45,265		)	—			(26,376		)
Net cash provided by (used in) operating activities	916,285			(812,780		)	334,956			—			438,461
Cash flows from investing activities:
Capital expenditures	—			(54,376		)	(318,492		)	—			(372,868		)
Purchases of investments	—			(312,526		)	—			—			(312,526		)
Proceeds from sale of investments	—			283,845			—			—			283,845
Equipment purchases in advance of installation and other, net	—			398			(14,968		)	—			(14,570		)
Net cash used in investing activities	—			(82,659		)	(333,460		)	—			(416,119		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	43,495			—			—			—			43,495
Purchases of treasury stock	(406,514		)	—			—			—			(406,514		)
Excess tax benefits from stock-based compensation	—			692			—			—			692
Proceeds from modification of debt, net of financing costs	—			49,684			—			—			49,684
Proceeds from issuance of debt, net of financing costs	—			765,800			—			—			765,800
Retirement of debt obligations	(553,264		)	(438,714		)	—			—			(991,978		)
Payment of debt and capital lease obligations	—			(4,334		)	(1,496		)	—			(5,830		)
Net cash provided by (used in) financing activities	(916,283		)	373,128			(1,496		)	—			(544,651		)
Increase (decrease) in cash and cash equivalents	2			(522,311		)	—			—			(522,309		)
Cash and cash equivalents at beginning of period	24,544			782,184			—			—			806,728
Cash and cash equivalents at end of period	$	24,546		$	259,873		$	—		$	—		$	284,419

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2012

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	76,888		$	76,888		$	132,198		$	(209,086	)	$	76,888
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			24,268			260,024			—			284,292
Deferred income taxes	—			48,559			—			—			48,559
Stock-based compensation	—			—			29,300			—			29,300
Amortization of discount on debt and deferred debt issue costs and other	22,512			3,034			—			—			25,546
Intercompany and equity investment changes	(99,451		)	(14,613		)	(95,022		)	209,086			—
Changes in operating assets and liabilities	—			5,280			(6,189		)	—			(909		)
Net cash (used in) provided by operating activities	(51		)	143,416			320,311			—			463,676
Cash flows from investing activities:
Capital expenditures	—			(17,490		)	(320,628		)	—			(338,118		)
Purchases of investments	—			(243,048		)	—			—			(243,048		)
Proceeds from sale of investments	—			204,629			—			—			204,629
Proceeds from sale of assets and other investing activities, net	—			1,258			1,308			—			2,566
Net cash used in investing activities	—			(54,651		)	(319,320		)	—			(373,971		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	13,462			—			—			—			13,462
Purchases of treasury stock	(13,409		)	—			—			—			(13,409		)
Excess tax benefits from stock-based compensation	—			1,213			—			—			1,213
Retirement of debt obligations	—			(101,518		)	—			—			(101,518		)
Net proceeds from issuance of debt	—			470,796			—			—			470,796
Payment of debt and capital lease obligations	(1		)	(5,923		)	(991		)	—			(6,915		)
Net cash provided by (used) in financing activities	52			364,568			(991		)	—			363,629
Increase in cash and cash equivalents	1			453,333			—			—			453,334
Cash and cash equivalents at beginning of period	24,543			328,851			—			—			353,394
Cash and cash equivalents at end of period	$	24,544		$	782,184		$	—		$	—		$	806,728

tw telecom inc.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2011

	Parent Guarantor			Issuer			Combined Subsidiary Guarantors			Eliminations			Consolidated
	(amounts in thousands)
Cash flows from operating activities:
Net income	$	57,911		$	57,911		$	97,838		$	(155,749	)	$	57,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	—			22,170			261,159			—			283,329
Deferred income taxes	—			35,736			20			—			35,756
Stock-based compensation	—			—			27,817			—			27,817
Amortization of discount on debt and debt issue costs and other	20,773			2,615			—			—			23,388
Intercompany and equity investment changes	(30,087		)	(73,468		)	(52,194		)	155,749			—
Changes in operating assets and liabilities	—			6,254			(30,867		)	—			(24,613		)
Net cash provided by operating activities	48,597			51,218			303,773			—			403,588
Cash flows from investing activities:
Capital expenditures	—			(39,701		)	(301,030		)	—			(340,731		)
Purchases of investments	—			(223,638		)	—			—			(223,638		)
Proceeds from sale of investments	—			208,340			—			—			208,340
Proceeds from sales of assets and other investing activities, net	—			5,183			(1,953		)	—			3,230
Net cash used in investing activities	—			(49,816		)	(302,983		)	—			(352,799		)
Cash flows from financing activities:
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units	9,966			—			—			—			9,966
Purchases of treasury stock	(58,562		)	—			—			—			(58,562		)
Excess tax benefits from stock-based compensation	—			1,385			—			—			1,385
Payment of debt and capital lease obligations	—			(6,316		)	(790		)	—			(7,106		)
Net cash used in financing activities	(48,596		)	(4,931		)	(790		)	—			(54,317		)
Increase (decrease) in cash and cash equivalents	1			(3,529		)	—			—			(3,528		)
Cash and cash equivalents at beginning of period	24,542			332,380			—			—			356,922
Cash and cash equivalents at end of period	$	24,543		$	328,851		$	—		$	—		$	353,394

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Investments (Tables)

12 Months Ended

Dec. 31, 2013

Investments [Abstract]

Investments Schedule

The Company’s investments at December 31, 2013 and 2012 are summarized as follows:

	December 31,
	2013		2012
	(amounts in thousands)
Cash equivalents:
U.S. Treasury money market mutual funds	$	28,845	$	262,967
Commercial paper	1,335		30,692
Prime money market mutual funds	—		425,165
Certificates of deposit	—		8,000
Debt securities issued by U.S. Government agencies	—		4,999
Total cash equivalents	$	30,180	$	731,823
Investments:
Commercial paper	$	75,460	$	32,480
Debt securities issued by the U.S. Treasury	69,628		89,870
Debt securities issued by U.S. Government agencies	49,488		45,214
Total investments	$	194,576	$	167,564
Total cash equivalents and investments	$	224,756	$	899,387

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Long-Term Debt Long-Term Debt (Redemption Price) (Details) (Senior Notes [Member])	1 Months Ended
	Oct. 31, 2012 5 3/8% Senior Notes, issued October 2012 [Member] On or after October 1, 2017 [Member]	Oct. 31, 2012 5 3/8% Senior Notes, issued October 2012 [Member] On or after October 1, 2018 [Member]	Oct. 31, 2012 5 3/8% Senior Notes, issued October 2012 [Member] On or after October 1, 2019 [Member]	Oct. 31, 2012 5 3/8% Senior Notes, issued October 2012 [Member] On or after October 1, 2020 [Member]	Mar. 31, 2010 8% Senior Notes, Due 2018 [Member] On Or After March 1 2014 [Member]	Mar. 31, 2010 8% Senior Notes, Due 2018 [Member] On Or After March 1 2015 [Member]	Mar. 31, 2010 8% Senior Notes, Due 2018 [Member] On Or After March 1 2016 [Member]	Aug. 31, 2013 5 3/8% Senior Notes, Issued August 2013 [Member] On or after October 1, 2017 [Member]	Aug. 31, 2013 5 3/8% Senior Notes, Issued August 2013 [Member] On or after October 1, 2018 [Member]	Aug. 31, 2013 5 3/8% Senior Notes, Issued August 2013 [Member] On or after October 1, 2019 [Member]	Aug. 31, 2013 5 3/8% Senior Notes, Issued August 2013 [Member] On or after October 1, 2020 [Member]	Aug. 31, 2013 6 3/8% Senior Notes, due 2023 [Member] On or after September 1, 2018 [Member]	Aug. 31, 2013 6 3/8% Senior Notes, due 2023 [Member] On or after September 1, 2019 [Member]	Aug. 31, 2013 6 3/8% Senior Notes, due 2023 [Member] On or after September 1, 2020 [Member]	Aug. 31, 2013 6 3/8% Senior Notes, due 2023 [Member] On or after September 1, 2021 [Member]
Debt Instrument [Line Items]
Debt instrument redemption price	102.688%	101.792%	100.896%	100.00%	104.00%	102.00%	100.00%	102.688%	101.792%	100.896%	100.00%	103.188%	102.125%	101.063%	100.00%

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Investments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Investments [Line Items]
Proceeds from the sale and maturity of available-for-sale securities	$ 283,845	$ 204,629	$ 208,340
Maximum [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities Maturity Period	1 year

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Consolidated Statements Of Operations (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating
Allocated share-based compensation expense	$ 2,178	$ 1,904	$ 2,327
Selling, general and administrative
Allocated share-based compensation expense	$ 36,654	$ 27,396	$ 25,490

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Earnings Per Common Share and Potential Common Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Common Share And Potential Common Share

Earnings Per Common Share and Potential Common Share

Basic earnings per common share ("EPS") is measured as the income allocated to common stockholders divided by the weighted average outstanding common shares for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (such as convertible securities and stock options) as if they had been converted to shares at the beginning of the period presented. Potential common shares that have an anti-dilutive effect (e.g., those that increase income per share) are excluded from diluted EPS.

The following is a reconciliation of the numerators and denominators used in the basic and diluted EPS computations:

	Years ended December 31,
	2013			2012			2011
	(amounts in thousands, except per share amounts)
Numerator
Net income	$	36,458		$	76,888		$	57,911
Allocation of net income to unvested restricted stock awards	(700		)	(1,604		)	(1,093		)
Net income allocated to common stockholders, basic	35,758			75,284			56,818
Net income allocated to common stockholders, diluted	$	35,758		$	75,284		$	56,818
Denominator
Basic weighted average shares outstanding	144,920			147,675			147,247
Dilutive potential common shares:
Stock options	923			1,679			1,495
Unvested restricted stock	637			705			607
Diluted weighted average shares outstanding	146,480			150,059			149,349
Basic earnings per share	$	0.25		$	0.51		$	0.39
Diluted earnings per share	$	0.24		$	0.50		$	0.38

Restricted stock awards and restricted stock units to be settled in common stock upon vesting, which were excluded from the computation of diluted weighted average shares outstanding because their inclusion would be anti-dilutive, totaled 2.7 million shares for the year ended December 31, 2013. Shares of common stock subject to issuance upon conversion of the Company’s 2³/₈% Convertible Senior Debentures due 2026 (the "Convertible Debentures"), options to purchase shares of the Company's common stock and restricted stock awards and restricted stock units to be settled in common stock upon vesting, which were excluded from the computation of diluted weighted average shares outstanding because their inclusion would be anti-dilutive, totaled 23.2 million shares and 26.1 million shares at December 31, 2012 and 2011, respectively.

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Income Taxes (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Federal statutory income tax rate	35.00%	35.00%	35.00%
Deferred Tax Assets, Valuation Allowance	$ 26,996,000	$ 33,225,000
Increase In Equity As A Result Of Recognition Of Deferred Tax Assets In Compensation	64,400,000
Stock compensation	8,868,000	18,794,000
Federal Operating Loss Carryforwards	800,000,000
Section 382 minimum ownership interest by shareholders	5.00%
Increase In Five Percent Or Greater Stockholders Interest In A Three Year Period	50.00%
Section 382 ownership change measurement period	3 years
Stock Compensation Plan [Member]
Deferred Taxes, Valuation Allowance Related To Share Based Payments To Be Allocated to APIC	$ 20,600,000
Minimum [Member]
Operating Loss Carryforwards, Expiration Dates	Dec. 31, 2022
Maximum [Member]
Operating Loss Carryforwards, Expiration Dates	Dec. 31, 2026

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Schedule II - Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts Receivable [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for Doubtful Accounts Receivable [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	$ 7,067	$ 8,192	$ 7,898
Additions/Charges to Cost and Expenses, net	2,780	1,272	3,142
Deductions	(3,099)	(2,397)	(2,848)
Balance at End of Period	$ 6,748	$ 7,067	$ 8,192

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment consists of:

	December 31,
	2013			2012
	(amounts in thousands)
Communications network equipment	$	3,090,976		$	2,869,304
Fiber and right to use	1,283,472			1,089,210
Vehicles and other equipment	239,510			227,977
Land, buildings and improvements	61,377			61,377
	4,675,335			4,247,868
Less accumulated depreciation	(2,980,379		)	(2,755,622		)
Total	$	1,694,956		$	1,492,246

Schedule of Asset Retirement Obligations

The following table provides asset retirement obligation liability activity for the years ended December 31, 2013, 2012 and 2011:

	Years ended December 31,
	2013			2012			2011
	(amounts in thousands)
Asset retirement obligations:
Balance at January 1	$	29,552		$	25,138		$	23,141
Accretion expense	2,791			2,273			2,085
Liabilities incurred	1,640			2,483			—
Liabilities settled	—			(342		)	(88		)
Change in estimate	(10,192		)	—			—
Balance at December 31	$	23,791		$	29,552		$	25,138

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Earnings Per Common Share and Potential Common Share (Schedule Of Earnings Per Share Reconciliation) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share [Abstract]
Net income	$ 15,401	$ (9,434)	$ 17,347	$ 13,144	$ 17,268	$ 20,969	$ 19,319	$ 19,332	$ 36,458	$ 76,888	$ 57,911
Allocation of net income to unvested restricted stock awards									(700)	(1,604)	(1,093)
Net income allocated to common stockholders, basic									35,758	75,284	56,818
Net income allocated to common stockholders, diluted									$ 35,758	$ 75,284	$ 56,818
Basic weighted average shares outstanding (in shares)									144,920	147,675	147,247
Stock options (in shares)									923	1,679	1,495
Unvested restricted stock (in shares)									637	705	607
Diluted weighted average shares outstanding (in shares)									146,480	150,059	149,349
Basic earnings per share (in dollars per share)	$ 0.11	$ (0.07)	$ 0.12	$ 0.09	$ 0.11	$ 0.14	$ 0.13	$ 0.13	$ 0.25	$ 0.51	$ 0.39
Diluted earnings per share (in dollars per share)	$ 0.11	$ (0.07)	$ 0.11	$ 0.09	$ 0.11	$ 0.14	$ 0.13	$ 0.13	$ 0.24	$ 0.50	$ 0.38

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Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results of Operations (Unaudited)

Quarterly Results of Operations (Unaudited)

The following summarizes the Company’s unaudited quarterly results of operations for 2013 and 2012:

	Three Months Ended
	March 31		June 30		September 30			December 31
	(amounts in thousands, except per share amounts)
Year ended December 31, 2013
Total revenue	$	381,209	$	389,483	$	393,190		$	400,019
Operating income	52,170		53,262		46,932			52,557
Net income (loss)	13,144		17,347		(9,434		)	15,401
Basic earnings (loss) per share	$	0.09	$	0.12	$	(0.07	)	$	0.11
Diluted earnings (loss) per share	$	0.09	$	0.11	$	(0.07	)	$	0.11
Year ended December 31, 2012
Total revenue	$	358,925	$	364,503	$	368,934		$	377,893
Operating income	55,248		56,468		58,672			56,599
Net income	19,332		19,319		20,969			17,268
Basic earnings per share	$	0.13	$	0.13	$	0.14		$	0.11
Diluted earnings per share	$	0.13	$	0.13	$	0.14		$	0.11

The total earnings per share for the quarters may not equal earnings per share for the respective years because the per share amounts for each quarter and for each year are computed based on their respective discrete periods.