10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2010 or

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

For the transition period from                                          to                                         

Commission File Number: 001-33335

TIME WARNER CABLE INC.

(Exact name of registrant as specified in its charter)

Delaware	84-1496755
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

60 Columbus Circle
New York, New York 10023

(Address of principal executive offices) (Zip Code)

(212) 364-8200

(Registrant’s telephone number, including area code)

     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 þ   No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 þ   No 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.

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No þ

	Shares Outstanding
Description of Class	as of April 23, 2010
Common Stock – $.01 par value		354,487,752

TIME WARNER CABLE INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION

	Page
PART I. FINANCIAL INFORMATION
Management’s Discussion and Analysis of Results of Operations and Financial Condition		1
Item 4. Controls and Procedures		17
Consolidated Balance Sheet as of March 31, 2010 and December 31, 2009		18
Consolidated Statement of Operations for the Three Months Ended March 31, 2010 and 2009		19
Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2010 and 2009		20
Consolidated Statement of Equity for the Three Months Ended March 31, 2010 and 2009		21
Notes to Consolidated Financial Statements		22
Supplementary Information		36
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		43
Item 1A. Risk Factors		43
Item 6. Exhibits		43
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-18
EX-31.1
EX-31.2
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

TIME WARNER CABLE INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION

INTRODUCTION

     Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying consolidated financial statements and provides additional information on Time Warner Cable Inc.’s (together with its subsidiaries, “TWC” or the “Company”) business, current developments, financial condition, cash flows and results of operations. MD&A is organized as follows:

• Overview. This section provides a general description of TWC’s business, as well as recent developments the Company believes are important in understanding the results of operations and financial condition or in understanding anticipated future trends.

• Financial statement presentation. This section provides a summary of how the Company’s operations are presented in the accompanying consolidated financial statements.

• Results of operations. This section provides an analysis of the Company’s results of operations for the three months ended March 31, 2010.

• Financial condition and liquidity. This section provides an analysis of the Company’s financial condition as of March 31, 2010 and cash flows for the three months ended March 31, 2010.

• Caution concerning forward-looking statements. This section provides a description of the use of forward-looking information appearing in this report, including in MD&A and the consolidated financial statements. Such information is based on management’s current expectations about future events, which are susceptible to uncertainty and changes in circumstances. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”) for a discussion of the risk factors applicable to the Company.

OVERVIEW

     TWC is the second-largest cable operator in the U.S., with technologically advanced, well-clustered systems located mainly in five geographic areas – New York State (including New York City), the Carolinas, Ohio, southern California (including Los Angeles) and Texas. As of March 31, 2010, TWC served approximately 14.6 million residential and commercial customers who subscribed to one or more of its three primary subscription services – video, high-speed data and voice – totaling approximately 26.6 million primary service units.

     TWC offers video, high-speed data and voice services over its broadband cable systems to residential and commercial customers. TWC markets its services separately and in “bundled” packages of multiple services and features. As of March 31, 2010, 58.2% of TWC’s residential and commercial customers subscribed to two or more of its primary services, including 24.1% of its customers who subscribed to all three primary services. TWC also sells advertising to a variety of national, regional and local advertising customers.

     Video generates the largest share of TWC’s revenues and, as of March 31, 2010, TWC had approximately 12.8 million video subscribers, of which approximately 9.0 million received digital video signals. Although TWC expects to continue to lose video subscribers as a result of increased competition, TWC believes it will continue to increase video revenues for the foreseeable future through the offering of incremental video services (e.g., digital video recorder services and additional programming tiers), as well as through equipment rentals and price increases; however, future video revenue growth rates will depend on video subscriber and penetration levels, competition, regulation, pricing and the state of the economy. TWC also offers video services to business customers, and of the Company’s 12.8 million video subscribers as of March 31, 2010, 161,000 were commercial video subscribers. Video programming costs represent a major component of TWC’s expenses and are expected to continue to increase, reflecting rate increases on existing programming services, costs associated with retransmission consent agreements, growth in video subscribers taking tiers of service with more channels and the expansion of service offerings (e.g., new network channels). TWC expects that its video programming costs as a percentage of video revenues will continue to increase as increases in programming costs outpace growth in video revenues.

1

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     As of March 31, 2010, TWC had approximately 9.2 million residential high-speed data subscribers and 304,000 commercial high-speed data subscribers. TWC’s commercial high-speed data services include high-speed data, networking and transport services. TWC expects continued growth in high-speed data subscribers and revenues for the foreseeable future; however, future high-speed data subscriber and revenue growth rates will depend on high-speed data penetration levels, competition, regulation, pricing, the rate of wireless substitution of wireline high-speed data service and the state of the economy.

     During the fourth quarter of 2009, TWC began launching Road Runner Mobile^TM, a wireless mobile broadband service, in several cities and expects to continue the roll-out during 2010. The Company estimates that it will incur start up losses of approximately $50 million during 2010 in connection with the deployment of this service, of which approximately $5 million were incurred during the first quarter of 2010.

     As of March 31, 2010, TWC had approximately 4.2 million residential Digital Phone subscribers. TWC also offers its commercial Digital Phone service, Business Class Phone, in nearly all of its operating areas and had 78,000 commercial Digital Phone subscribers as of March 31, 2010. TWC expects increases in Digital Phone subscribers and revenues for the foreseeable future; however, future Digital Phone subscriber and revenue growth rates will depend on Digital Phone penetration levels, competition, regulation, pricing, the rate of wireless substitution of wireline phone service and the state of the economy.

     TWC faces intense competition for customers from a variety of alternative communications, information and entertainment delivery sources. TWC competes with incumbent local telephone companies, including AT&T Inc. and Verizon Communications Inc., across each of its primary services. Some of these telephone companies offer a broad range of services with features and functions comparable to those provided by TWC and in bundles similar to those offered by TWC, sometimes with the addition of wireless service. Each of TWC’s services also faces competition from other companies that provide services on a stand-alone basis. TWC’s video service faces competition from direct broadcast satellite services, and increasingly from companies that deliver content to consumers over the Internet. TWC’s high-speed data service faces competition from wireless data providers, and competition in voice service is increasing as more homes in the U.S. are replacing their wireline telephone service with wireless service or “over-the-top” phone service, such as that provided by Vonage or Skype. Technological advances and product innovations have increased and will likely continue to increase the number of alternatives available to TWC’s customers, further intensifying competition. The more competitive environment may negatively affect the growth of primary service units and average monthly subscription revenues per primary service unit and, additionally, may increase TWC’s cost to obtain certain video programming.

     Since the fourth quarter of 2008, the Company has experienced a slowdown in growth across all primary service unit categories, which the Company believes is in significant part a result of a challenging economic environment. In particular, the Company believes its subscriber growth has been negatively affected by the slowdown in new home formation and high housing vacancy rates, as well as high unemployment and the related reduction in consumer spending.

     Management believes that cash generated by or available to TWC should be sufficient to fund its capital and liquidity needs for the foreseeable future, including quarterly dividend payments. As of March 31, 2010, the Company had approximately $6.1 billion of unused committed capacity (including cash and equivalents). Additionally, there are no maturities of the Company’s long-term debt prior to the February 2011 maturity of the Company’s $5.875 billion senior unsecured five-year revolving credit facility (the “Revolving Credit Facility”), which, as of March 31, 2010, supported outstanding borrowings of $5 million under the Company’s commercial paper program. The Company expects to enter into a new revolving credit agreement prior to the maturity of the current Revolving Credit Facility. See “Financial Condition and Liquidity” for further details regarding the Company’s committed capacity.

2

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Recent Developments

Common Stock Dividend

     On March 15, 2010, the Company paid a quarterly cash dividend of $0.40 per share on TWC common stock, to stockholders of record at the close of business on February 26, 2010, totaling $144 million. On April 26, 2010, the Company’s Board of Directors declared a quarterly cash dividend of $0.40 per share on TWC common stock, payable in cash on June 15, 2010 to stockholders of record at the close of business on May 28, 2010.

Goodwill and Indefinite-lived Intangible Assets

     Historically, goodwill and other intangible assets not subject to amortization, primarily cable franchise rights, have been tested for impairment during the fourth quarter of each year (December 31) or earlier upon the occurrence of a triggering event. The Company’s most recent annual impairment testing during the fourth quarter of 2009 did not result in any goodwill or cable franchise rights impairment charges. Refer to the Company’s 2009 Form 10-K for additional information related to the 2009 impairment testing.

     During 2010, the Company revised its annual impairment testing date to July 1 to coincide more closely with the Company’s annual preparation of long range projections (“LRP”), which are a significant component used in the impairment analysis. Prior to the Company’s separation (the “Separation”) from Time Warner Inc. (“Time Warner”) (discussed further below), the Company’s LRP was prepared during the fourth quarter of each year, consistent with Time Warner’s other business units. After the Separation, the Company began preparing its LRP in the middle of each year. Accordingly, the Company believes the change in the annual impairment testing date to be preferable in its circumstances. This change is being applied on a prospective basis. The Company does not believe this change would have delayed, accelerated or avoided an impairment charge in prior periods.

FINANCIAL STATEMENT PRESENTATION

Revenues

     The Company’s revenues consist of Subscription and Advertising revenues. Subscription revenues consist of revenues from video, high-speed data and voice services.

     Video revenues include residential and commercial subscriber fees for the Company’s three main levels or “tiers” of video programming—Basic Service Tier (“BST”), Expanded Basic Service Tier (or Cable Programming Service Tier) (“CPST”) and Digital Basic Service Tier (“DBT”), as well as fees for genre-based programming tiers, such as movies, sports and Spanish language tiers. Video revenues also include related equipment rental charges, installation charges and franchise fees collected on behalf of local franchising authorities. Additionally, video revenues include revenues from premium channels, transactional video-on-demand (e.g., events and movies) and digital video recorder services. Several ancillary items are also included within video revenues, such as commissions earned on the sale of merchandise by home shopping networks and revenues from home security services.

     High-speed data revenues primarily include subscriber fees from both residential and commercial subscribers, along with related home networking fees and installation charges. High-speed data revenues also include fees paid to TWC by (a) the Advance/Newhouse Partnership for the ability to distribute TWC’s Road Runner^TM high-speed data service and TWC’s management of certain functions for the Advance/Newhouse Partnership, including, among others, programming and engineering, and (b) other distributors of TWC’s Road Runner high-speed data service. In addition, high-speed data revenues include fees received from third-party internet service providers whose on-line services are provided to some of TWC’s customers (e.g., Earthlink). Commercial high-speed data revenues also include amounts generated by the sale of networking and transport services (e.g., Metro Ethernet services and point-to-point transport services offered to wireless telephone providers, Internet service providers and competitive carriers on a wholesale basis).

     Voice revenues include subscriber fees from residential and commercial Digital Phone subscribers, along with related installation charges.

3

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     Advertising revenues include the fees charged to local, regional and national advertising customers for advertising placed on the Company’s video and high-speed data services. Nearly all Advertising revenues are attributable to advertising placed on the Company’s video service.

Costs and Expenses

     Costs of revenues include the following costs directly associated with the delivery of services to subscribers or the maintenance of the Company’s delivery systems: video programming costs; high-speed data connectivity costs; voice network costs; other service-related expenses, including non-administrative labor; franchise fees; and other related costs.

     Selling, general and administrative expenses include amounts not directly associated with the delivery of services to subscribers or the maintenance of the Company’s delivery systems, such as administrative labor costs, marketing expenses, bad debt expense, billing system charges, non-plant repair and maintenance costs and other administrative overhead costs.

Use of Operating Income (Loss) before Depreciation and Amortization and Free Cash Flow

     In discussing its performance, the Company may use certain measures that are not calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These measures include OIBDA and Free Cash Flow, which the Company defines as follows:

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

• Free Cash Flow means cash provided by operating activities (as defined under GAAP) excluding the impact, if any, of cash provided or used by discontinued operations, plus any excess tax benefits from the exercise of stock options, less (i) capital expenditures, (ii) cash paid for other intangible assets, (iii) partnership distributions to third parties and (iv) principal payments on capital leases.

     Management uses OIBDA, among other measures, in evaluating the performance of the Company’s business because it eliminates the effects of (1) considerable amounts of noncash depreciation and amortization and (2) items not within the control of the Company’s operations managers (such as net income (loss) attributable to noncontrolling interests, income tax benefit (provision), other income (expense), net, and interest expense, net). Management believes that Free Cash Flow is an important indicator of the Company’s liquidity after the payment of cash taxes, interest and other cash items, including its ability to reduce net debt, pay dividends and make strategic investments. Performance measures derived from OIBDA are also used in the Company’s annual incentive compensation programs. In addition, both of these measures are commonly used by analysts, investors and others in evaluating the Company’s performance and liquidity.

     These measures have inherent limitations. For example, OIBDA does not reflect capital expenditures or the periodic costs of certain capitalized assets used in generating revenues. To compensate for such limitations, management evaluates performance through, among other measures, Free Cash Flow, which reflects capital expenditure decisions, and net income (loss) attributable to TWC shareholders, which reflects the periodic costs of capitalized assets. OIBDA also fails to reflect the significant costs borne by the Company for income taxes and debt servicing costs, the share of OIBDA attributable to noncontrolling interests, the results of the Company’s equity investments or other non-operational income or expense. Management compensates for these limitations by using other analytics such as a review of net income (loss) attributable to TWC shareholders. Free Cash Flow, a liquidity measure, does not reflect payments made in connection with investments and acquisitions, which reduce liquidity. To compensate for this limitation, management evaluates such investments and acquisitions through other measures such as return on investment analyses.

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

4

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Basis of Presentation

Separation from Time Warner Inc.

     On March 12, 2009, TWC completed the Separation from Time Warner, which, prior to the Separation, owned approximately 84% of the common stock of TWC (representing a 90.6% voting interest) and a 12.43% non-voting common stock interest in TW NY Cable Holding Inc. (“TW NY”), a subsidiary of TWC. As a result of the Separation, Time Warner no longer has an ownership interest in TWC or TW NY. Refer to the 2009 Form 10-K for additional information regarding the Separation.

Changes in Basis of Presentation

Reclassifications

     Certain reclassifications have been made to the prior year financial information to conform to the current year presentation.

Recent Accounting Standards

     See Note 2 to the accompanying consolidated financial statements for accounting standards adopted in 2010 and accounting standards not yet adopted.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009

     The following discussion provides an analysis of the Company’s results of operations and should be read in conjunction with the accompanying consolidated statement of operations, as well as the consolidated financial statements and notes thereto and MD&A included in the 2009 Form 10-K.

Revenues. Revenues by major category were as follows (in millions):

	Three Months Ended
	March 31,
	2010		2009		%Change
Subscription:
Video	$	2,740	$	2,667		2.7	%
High-speed data		1,193		1,101		8.4	%
Voice		493		451		9.3	%
Total Subscription		4,426		4,219		4.9	%
Advertising		173		145		19.3	%
Total	$	4,599	$	4,364		5.4	%

5

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     Selected subscriber-related statistics were as follows (in thousands):

	March 31,
	2010		2009		%Change
Video(a)		12,817		13,105		(2.2%)
Residential high-speed data(b)(c)		9,206		8,669		6.2	%
Commercial high-speed data(b)(c)		304		283		7.4	%
Residential Digital Phone(c)(d)		4,239		3,913		8.3	%
Commercial Digital Phone(c)(d)		78		38		105.3	%
Primary service units(e)		26,644		26,008		2.4	%
Digital video(f)		8,968		8,748		2.5	%
Revenue generating units(g)		35,612		34,756		2.5	%
Customer relationships(h)		14,618		14,663		(0.3%)
Double play(i)		4,982		4,854		2.6	%
Triple play(j)		3,521		3,245		8.5	%

(a)	Video subscriber numbers reflect billable subscribers who receive at least the BST video programming tier.
(b)	High-speed data subscriber numbers reflect billable subscribers who receive TWC’s Road Runner high-speed data service or any of the other high-speed data services offered by TWC.
(c)	The determination of whether a high-speed data or Digital Phone subscriber is categorized as commercial or residential is generally based upon the type of service provided to that subscriber. For example, if TWC provides a commercial service, the subscriber is classified as commercial.
(d)	Digital Phone subscriber numbers reflect billable subscribers who receive an IP-based telephony service.
(e)	Primary service unit numbers represent the total of all video, high-speed data and voice subscribers.
(f)	Digital video subscriber numbers reflect billable video subscribers who receive any level of video service as digital signals.
(g)	Revenue generating unit numbers represent the total of all video, digital video, high-speed data and voice subscribers.
(h)	Customer relationships represent the number of subscribers who receive at least one of the Company’s primary services. For example, a subscriber who purchases only high-speed data service and no video service will count as one customer relationship, and a subscriber who purchases both video and high-speed data services will also count as only one customer relationship.
(i)	Double play subscriber numbers reflect customers who subscribe to two of the Company’s primary services.
(j)	Triple play subscriber numbers reflect customers who subscribe to all three of the Company’s primary services.

     For the three months ended March 31, 2010, residential subscription revenues increased 4.1% to $4.172 billion and commercial subscription revenues increased 19.2% to $254 million. Total subscription revenues increased 4.9% as a result of increases in video, high-speed data and voice revenues.

     The increase in video revenues was primarily due to video price increases, the continued growth of digital video subscribers and an increase in revenues from digital video recorder service, which were partially offset by a decrease in video subscribers. Commercial video revenues were $64 million and $60 million for the three months ended March 31, 2010 and 2009, respectively. Additional information regarding the major components of video revenues was as follows (in millions):

	Three Months Ended
	March 31,
	2010		2009		%Change
Programming tiers(a)	$	1,811	$	1,787		1.3	%
Premium channels		217		219		(0.9%)
Transactional video-on-demand		90		90		—
Video equipment rental and installation charges		318		295		7.8	%
Digital video recorder service		142		122		16.4	%
Franchise fees		122		118		3.4	%
Other		40		36		11.1	%
Total	$	2,740	$	2,667		2.7	%

^(a) Programming tier revenues include subscriber fees for the BST, CPST and DBT video programming tiers, as well as genre-based programming tiers, such as movie, sports and Spanish language tiers.

6

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     High-speed data revenues increased primarily due to growth in high-speed data subscribers and, to a lesser extent, increases in high-speed data prices and cell tower backhaul and Metro Ethernet revenues. Commercial high-speed data revenues were $164 million and $140 million for the three months ended March 31, 2010 and 2009, respectively.

     The increase in voice revenues was due to growth in Digital Phone subscribers, partially offset by a decrease in average revenues per subscriber. Commercial voice revenues were $26 million and $13 million for the three months ended March 31, 2010 and 2009, respectively.

     Average monthly subscription revenues (which includes video, high-speed data and voice revenues) per unit were as follows:

	Three Months Ended
	March 31,
	2010		2009		%Change
Average monthly subscription revenues per:
Customer relationship	$	101.21	$	96.26		5.1	%
Primary service unit		55.73		54.60		2.1	%

     Advertising revenues increased primarily due to higher revenues from regional and local and, to a lesser extent, national businesses. The Company expects that Advertising revenues will increase in 2010 as compared to 2009 primarily as a result of an increase in revenues from such businesses, as well as an increase in political advertising revenues.

     Costs of revenues. The major components of costs of revenues were as follows (in millions):

	Three Months Ended
	March 31,
	2010			2009			%Change
Video programming	$	1,054		$	1,003			5.1%
Employee		642			652			(1.5	%)
High-speed data		34			33			3.0%
Voice		162			152			6.6%
Video franchise fees		122			118			3.4%
Other direct operating costs		181			174			4.0%
Total	$	2,195		$	2,132			3.0%
Costs of revenues as a percentage of revenues		47.7	%		48.9	%

     Costs of revenues increased 3.0%, primarily related to increases in video programming and voice costs, partially offset by a decrease in employee costs.

     The increase in video programming costs was primarily due to contractual rate increases and incremental costs associated with the continued retransmission of certain local broadcast stations, partially offset by a decline in video and premium channel subscriptions. Average programming costs per video subscriber increased 7.2% to $27.39 per month for the three months ended March 31, 2010 from $25.56 per month for the three months ended March 31, 2009.

     Employee costs decreased primarily due to a decline in contract labor expense as a result of a decrease in connect and installation activity, partially offset by an increase in employee medical expenses.

     Voice costs consist of the direct costs associated with the delivery of voice services, including network connectivity costs. Voice costs increased primarily due to growth in Digital Phone subscribers.

7

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     Selling, general and administrative expenses. The components of selling, general and administrative expenses were as follows (in millions):

	Three Months Ended
	March 31,
	2010		2009		%Change
Employee	$	317	$	303		4.6%
Marketing		151		140		7.9%
Bad debt(a)		17		43		(60.5%)
Separation-related “make-up” equity award costs		2		—	NM
Other		248		239		3.8%
Total	$	735	$	725		1.4%

NM—Not meaningful.
(a)	Bad debt expense includes amounts charged to expense associated with the Company’s allowance for doubtful accounts and collection expenses, net of late fees billed to subscribers. Late fees billed to subscribers were $33 million and $26 million for the three months ended March 31, 2010 and 2009, respectively.

     Selling, general and administrative expenses increased primarily due to higher employee and marketing expenses, partially offset by a decrease in bad debt expense. Bad debt expense declined primarily due to improvements in collection efforts and the quality of residential receivables.

     As a result of the Separation, pursuant to their terms, Time Warner equity awards held by TWC employees were forfeited and/or experienced a reduction in value as of the date of the Separation. During the three months ended March 31, 2010, the Company recorded $2 million of costs associated with TWC stock options and restricted stock units granted to its employees during the second quarter of 2009 to offset these forfeitures and/or reduced values (“Separation-related ‘make-up’ equity award costs”).

     Restructuring costs. The results for the three months ended March 31, 2010 and 2009 included restructuring costs of $11 million and $43 million, respectively, primarily related to headcount reductions. During the first quarter of 2009, TWC began a significant restructuring, resulting in the elimination of approximately 1,300 positions during 2009, of which approximately 600 occurred during the first quarter of 2009. During the first quarter of 2010, TWC eliminated approximately 170 additional positions as a result of this restructuring. The Company expects to incur additional restructuring charges during 2010.

8

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     Reconciliation of OIBDA to Operating Income. The following table reconciles OIBDA to Operating Income. In addition, the table provides the components from Operating Income to net income attributable to TWC shareholders for purposes of the discussions that follow (in millions):

	Three Months Ended
	March 31,
	2010			2009			%Change
OIBDA	$	1,658		$	1,464			13.3%
Depreciation		(743	)		(691	)		7.5%
Amortization		(65	)		(57	)		14.0%
Operating Income		850			716			18.7%
Interest expense, net		(347	)		(290	)		19.7%
Other expense, net		(15	)		(51	)		(70.6%)
Income before income taxes		488			375			30.1%
Income tax provision		(273	)		(191	)		42.9%
Net income		215			184			16.8%
Less: Net income attributable to noncontrolling interests		(1	)		(20	)		(95.0%)
Net income attributable to TWC shareholders	$	214		$	164			30.5%

     OIBDA. As discussed above, for the three months ended March 31, 2010, OIBDA was impacted by restructuring costs and Separation-related “make-up” equity award costs. For the three months ended March 31, 2009, OIBDA was impacted by restructuring costs. Excluding these items, OIBDA increased principally as a result of revenue growth, partially offset by higher costs of revenues, as discussed above.

     Depreciation expense. The increase in depreciation expense was primarily associated with continued investments in customer premise equipment, scalable infrastructure and line extensions occurring during or subsequent to the first quarter of 2009.

     Amortization expense. The increase in amortization expense was primarily due to a benefit of approximately $11 million recorded during the first quarter of 2009 to reduce excess amortization recorded in prior years. The Company expects amortization expense to decrease significantly in the second half of 2010 as compared to the second half of 2009 as a result of approximately $880 million of customer relationships acquired in the July 31, 2006 transactions with Adelphia Communications Corporation and Comcast Corporation becoming fully amortized during the third quarter of 2010.

     Operating Income. As discussed above, for the three months ended March 31, 2010, Operating Income was impacted by restructuring costs and Separation-related “make-up” equity award costs. For the three months ended March 31, 2009, Operating Income was impacted by restructuring costs. Excluding these items, Operating Income increased primarily due to the increase in OIBDA, partially offset by the increase in depreciation expense, as discussed above.

     Interest expense, net. Interest expense, net, increased primarily due to higher average debt outstanding, as well as higher average interest rates on outstanding debt, during the three months ended March 31, 2010. Interest expense, net, for the three months ended March 31, 2010 also included a benefit received from interest rate swaps. Additionally, interest expense, net, for the three months ended March 31, 2009 included $13 million of debt issuance costs primarily related to upfront loan fees on a 364-day senior unsecured term loan facility entered into in 2008 in connection with the Separation, which were recognized as expense when the facility was repaid and terminated following the Company’s public debt issuance in March 2009. The Company expects that interest expense, net, will increase in 2010 primarily due to higher average interest rates on outstanding debt.

9

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     Other expense, net. Other expense, net, detail is shown in the table below (in millions):

	Three Months Ended
	March 31,
	2010			2009			%Change
Direct transaction costs related to the Separation(a)	$	—		$	(27	)		(100.0%)
Loss from equity investments, net(b)		(20	)		(13	)		53.8%
Impairment of investment in The Reserve Fund’s Primary Fund		—			(10	)		(100.0%)
Equity award reimbursement obligation to Time Warner(c)		4			(2	)	NM
Other		1			1			—
Other expense, net	$	(15	)	$	(51	)		(70.6%)

NM—Not meaningful.
(a)	Amount primarily consists of legal and professional fees.
(b)	The increase in loss from equity investments, net, was primarily due to the increase in losses incurred by Clearwire Communications LLC.
(c)	See Note 3 to the accompanying consolidated financial statements for a discussion of the Company’s accounting for its equity award reimbursement obligation to Time Warner.

     Income tax provision. For the three months ended March 31, 2010 and 2009, the Company recorded income tax provisions of $273 million and $191 million, respectively. The effective tax rate was 55.9% and 50.9% for the three months ended March 31, 2010 and 2009, respectively.

     The income tax provision and the effective tax rate for the three months ended March 31, 2010 were impacted by a noncash charge of $72 million related to the reversal of previously recognized deferred income tax benefits primarily as a result of the expiration, on March 12, 2010, of vested Time Warner stock options held by TWC employees. As a result of the Separation on March 12, 2009, TWC employees who held stock options under Time Warner equity plans were treated as if their employment with Time Warner had been terminated without cause at the time of the Separation. In most cases, this treatment resulted in shortened exercise periods, generally one year from the date of Separation, for vested Time Warner stock options held by TWC employees. Vested Time Warner stock options held primarily by certain retirement-eligible TWC employees (pursuant to the terms of the award agreements) have exercise periods of up to five years from the date of the Separation and, as such, the Company estimates that it may incur additional noncash income tax expense of up to approximately $90 million over the next four years through March 2014 upon the exercise or expiration of these stock options. This estimate and the timing of such charges are dependent on a number of variables, including the Time Warner stock price and the timing of the exercise of these stock options.

     The income tax provision and the effective tax rate for the three months ended March 31, 2009 were impacted by the passage of the California state budget during the first quarter of 2009 that, in part, changed the methodology of income tax apportionment in California. This tax law change resulted in an increase in state deferred tax liabilities and a corresponding noncash tax provision of $38 million, which was recorded in the first quarter of 2009.

     Absent the impacts of the expiration of vested Time Warner stock options in 2010 and the tax law change in 2009, the effective tax rate for the three months ended March 31, 2010 and 2009 would have been 41.2% and 40.8%, respectively. TWC’s income tax provision has been prepared as if the Company operated as a stand-alone taxpayer for all periods presented.

     Net income attributable to noncontrolling interests. Net income attributable to noncontrolling interests decreased principally due to changes in the ownership structure of the Company that occurred during the first quarter of 2009 in connection with the Separation.

10

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     Net income attributable to TWC shareholders and net income per common share attributable to TWC common shareholders. Net income attributable to TWC shareholders and net income per common share attributable to TWC common shareholders were as follows for the three months ended March 31, 2010 and 2009 (in millions, except per share data):

	Three Months Ended
	March 31,
	2010		2009		%Change
Net income attributable to TWC shareholders	$	214	$	164		30.5	%
Net income per common share attributable to TWC common shareholders:
Basic	$	0.60	$	0.48		25.0	%
Diluted	$	0.60	$	0.48		25.0	%

     As discussed above, for the three months ended March 31, 2010, net income attributable to TWC shareholders and net income per common share attributable to TWC common shareholders were impacted by restructuring costs and Separation-related “make-up” equity award costs. For the three months ended March 31, 2009, net income attributable to TWC shareholders and net income per common share attributable to TWC common shareholders were impacted by restructuring costs. Excluding these items, net income attributable to TWC shareholders and net income per common share attributable to TWC common shareholders increased primarily due to an increase in Operating Income and decreases in other expense, net, and net income attributable to noncontrolling interests, partially offset by increases in income tax provision and interest expense, net, each as discussed above.

FINANCIAL CONDITION AND LIQUIDITY

     Management believes that cash generated by or available to TWC should be sufficient to fund its capital and liquidity needs for the foreseeable future, including quarterly dividend payments. There are no maturities of the Company’s long-term debt prior to the February 2011 maturity of the Revolving Credit Facility, which, as of March 31, 2010, supported outstanding borrowings of $5 million under the Company’s commercial paper program. The Company expects to enter into a new revolving credit agreement prior to the maturity of the current Revolving Credit Facility. TWC’s sources of cash include cash provided by operating activities, cash and equivalents on hand, borrowing capacity under its committed credit facility and commercial paper program, as well as access to capital markets.

     TWC’s unused committed capacity was $6.077 billion as of March 31, 2010, reflecting $361 million of cash and equivalents and $5.716 billion of available borrowing capacity under the Company’s $5.875 billion Revolving Credit Facility.

Current Financial Condition

     As of March 31, 2010, the Company had $21.143 billion of debt, $361 million of cash and equivalents (net debt of $20.782 billion, defined as total debt less cash and equivalents), $300 million of mandatorily redeemable non-voting Series A Preferred Equity Membership Units (the “TW NY Cable Preferred Membership Units”) issued by a subsidiary of TWC, Time Warner NY Cable LLC (“TW NY Cable”), and $8.893 billion of total TWC shareholders’ equity. As of December 31, 2009, the Company had $22.331 billion of debt, $1.048 billion of cash and equivalents (net debt of $21.283 billion), $300 million of TW NY Cable Preferred Membership Units and $8.685 billion of total TWC shareholders’ equity.

11

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     The following table shows the significant items contributing to the decrease in net debt from December 31, 2009 to March 31, 2010 (in millions):

Balance as of December 31, 2009	$	21,283
Cash provided by operating activities		(1,386	)
Capital expenditures		736
Payment of cash dividends		144
All other, net		5
Balance as of March 31, 2010	$	20,782

     In 2008, TWC filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) that allows TWC to offer and sell from time to time senior and subordinated debt securities and debt warrants.

     On March 15, 2010, the Company paid a quarterly cash dividend of $0.40 per share on TWC common stock, to stockholders of record at the close of business on February 26, 2010, totaling $144 million. On April 26, 2010, the Company’s Board of Directors declared a quarterly cash dividend of $0.40 per share on TWC common stock, payable in cash on June 15, 2010 to stockholders of record at the close of business on May 28, 2010.

Cash Flows

     Cash and equivalents decreased $687 million and $5.053 billion for the three months ended March 31, 2010 and 2009, respectively. Components of these changes are discussed below in more detail.

Operating Activities

     Details of cash provided by operating activities are as follows (in millions):

	Three Months Ended
	March 31,
	2010			2009
OIBDA	$	1,658		$	1,464
Noncash equity-based compensation		36			35
Net interest payments(a)		(368	)		(360	)
Pension plan contributions(b)		(1	)		(41	)
Net income taxes refunded (paid)(c)		(4	)		22
Net restructuring accruals (payments)		(4	)		24
All other, net, including working capital changes		69			(3	)
Cash provided by operating activities	$	1,386		$	1,141

(a)	Amounts include interest income received of $20 million and $4 million for the three months ended March 31, 2010 and 2009, respectively.
(b)	Amounts represent contributions to the Company’s funded and unfunded defined benefit pension plans.
(c)	Amounts include income tax refunds received of $2 million and $24 million for the three months ended March 31, 2010 and 2009, respectively.

     Cash provided by operating activities increased from $1.141 billion for the three months ended March 31, 2009 to $1.386 billion for the three months ended March 31, 2010. This increase was primarily related to an increase in OIBDA (as previously discussed), the change in working capital requirements and the decrease in pension plan contributions, partially offset by the change in net restructuring accruals (payments) and net income taxes refunded (paid), which, for the three months ended March 31, 2009, benefited from reimbursements from Time Warner in accordance with a tax sharing arrangement between TWC and Time Warner.

12

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     The Company did not make any contributions to its funded defined benefit pension plans during the three months ended March 31, 2010 but may make discretionary cash contributions to its funded defined benefit pension plans during 2010. See Note 7 to the accompanying consolidated financial statements for additional discussion of the funded status of the Company’s defined benefit pension plans.

     During the year ended December 31, 2009, the Company received a benefit to net income taxes paid due to the impact of the accelerated depreciation deductions provided by the American Recovery and Reinvestment Act of 2009, which was partially offset by the reversal of a portion of similar benefits received in 2008 from the Economic Stimulus Act of 2008. These Acts provided for a first year bonus depreciation deduction of 50% of the cost of the Company’s qualified capital expenditures for the year. The Company expects that net income taxes paid will increase significantly in 2010 as a result of the absence of bonus depreciation and the reversal of a portion of the bonus depreciation benefits received in 2008 and 2009.

     The Company expects that its net interest payments will increase in 2010 primarily as a result of the timing of interest payments related to the public debt issuances in March, June and December of 2009.

Investing Activities

     Details of cash used by investing activities are as follows (in millions):

	Three Months Ended
	March 31,
	2010			2009
Investments and acquisitions, net of cash acquired and distributions received:
The Reserve Fund’s Primary Fund(a)	$	33		$	32
SpectrumCo(b)		—			(22	)
All other		(16	)		(1	)
Capital expenditures		(736	)		(769	)
Other investing activities		2			1
Cash used by investing activities	$	(717	)	$	(759	)

(a)	Amounts reflect the receipt of the Company’s pro rata share of partial distributions made by The Reserve Fund’s Primary Fund.
(b)	TWC is a participant in a joint venture with certain other cable companies (“SpectrumCo”) that holds advanced wireless spectrum licenses.

     Cash used by investing activities decreased from $759 million for the three months ended March 31, 2009 to $717 million for the three months ended March 31, 2010. This decrease was principally due to a decline in capital expenditures. The Company expects that capital expenditures will decrease to less than $3.0 billion in 2010.

13

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     TWC’s capital expenditures included the following major categories (in millions):

	Three Months Ended
	March 31,
	2010		2009
Customer premise equipment(a)	$	315	$	360
Scalable infrastructure(b)		191		147
Line extensions(c)		81		67
Upgrades/rebuilds(d)		32		41
Support capital(e)		117		154
Total capital expenditures	$	736	$	769

(a)	Amounts represent costs incurred in the purchase and installation of equipment that resides at a customer’s home or business for the purpose of receiving/sending video, high-speed data and/or voice signals. Such equipment includes digital (including high-definition) set-top boxes, remote controls, high-speed data modems, telephone modems and the costs of installing such new equipment. Customer premise equipment also includes materials and labor costs incurred to install the “drop” cable that connects a customer’s dwelling or business to the closest point of the main distribution network.
(b)	Amounts represent costs incurred in the purchase and installation of equipment that controls signal reception, processing and transmission throughout TWC’s distribution network, as well as controls and communicates with the equipment residing at a customer’s home or business. Also included in scalable infrastructure is certain equipment necessary for content aggregation and distribution (video-on-demand equipment) and equipment necessary to provide certain video, high-speed data and Digital Phone service features (voicemail, e-mail, etc.).
(c)	Amounts represent costs incurred to extend TWC’s distribution network into a geographic area previously not served. These costs typically include network design, the purchase and installation of fiber optic and coaxial cable and certain electronic equipment.
(d)	Amounts primarily represent costs incurred to upgrade or replace certain existing components or an entire geographic area of TWC’s distribution network. These costs typically include network design, the purchase and installation of fiber optic and coaxial cable and certain electronic equipment.
(e)	Amounts represent all other capital purchases required to run day-to-day operations. These costs typically include vehicles, land and buildings, computer hardware/software, office equipment, furniture and fixtures, tools and test equipment. Amounts include capitalized software costs of $35 million and $32 million for the three months ended March 31, 2010 and 2009, respectively.

     TWC incurs expenditures associated with the construction of its cable systems. Costs associated with the construction of transmission and distribution facilities are capitalized. TWC generally capitalizes expenditures for tangible fixed assets having a useful life of greater than one year. Capitalized costs include direct material, labor and overhead, as well as interest. Sales and marketing costs, as well as the costs of repairing or maintaining existing fixed assets, are expensed as incurred. With respect to customer premise equipment, which includes set-top boxes and high-speed data and telephone modems, TWC capitalizes installation costs only upon the initial deployment of these assets. All costs incurred in subsequent disconnects and reconnects of previously installed customer premise equipment are expensed as incurred. Depreciation on these assets is provided generally using the straight-line method over their estimated useful lives. For set-top boxes and modems, the useful life is 3 to 5 years, and, for distribution plant, the useful life is up to 16 years.

14

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Financing Activities

     Details of cash used by financing activities are as follows (in millions):

	Three Months Ended
	March 31,
	2010			2009
Borrowings (repayments), net(a)	$	(1,256	)	$	—
Borrowings		—			8,614
Repayments		—			(3,182	)
Debt issuance costs		—			(11	)
Proceeds from exercise of stock options		39			—
Dividends paid		(144	)		—
Payment of special cash dividend		—			(10,856	)
Other financing activities		5			—
Cash used by financing activities	$	(1,356	)	$	(5,435	)

^(a) Borrowings (repayments), net, reflects borrowings under the Company’s commercial paper program with original maturities of three months or less, net of repayments of such borrowings.

     Cash used by financing activities decreased from $5.435 billion for the three months ended March 31, 2009 to $1.356 billion for the three months ended March 31, 2010. Cash used by financing activities for the first quarter of 2010 primarily included net repayments under the Company’s commercial paper program and the payment of cash dividends. Cash used by financing activities for the first quarter of 2009 primarily consisted of the payment of the special cash dividend in connection with the Separation, partially offset by the net proceeds of the public debt issuance in March 2009 and net borrowings under the Revolving Credit Facility.

Free Cash Flow

     Reconciliation of Cash provided by operating activities to Free Cash Flow. The following table reconciles Cash provided by operating activities to Free Cash Flow (in millions):

	Three Months Ended
	March 31,
	2010			2009
Cash provided by operating activities	$	1,386		$	1,141
Add: Excess tax benefit from exercise of stock options		5			—
Less:
Capital expenditures		(736	)		(769	)
Cash paid for other intangible assets		(3	)		(5	)
Free Cash Flow	$	652		$	367

     Free Cash Flow increased from $367 million for the three months ended March 31, 2009 to $652 million for the three months ended March 31, 2010, primarily as a result of an increase in cash provided by operating activities and a decrease in capital expenditures, as discussed above.

15

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

     This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future growth in revenues, Operating Income (Loss) before Depreciation and Amortization, cash provided by operating activities and other financial measures. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are susceptible to uncertainty and changes in circumstances, and the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

     Various factors could adversely affect the operations, business or financial results of TWC in the future and cause TWC’s actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in Item 1A, “Risk Factors,” in the 2009 Form 10-K, and in TWC’s other filings made from time to time with the SEC after the date of this report. In addition, the Company operates in a highly competitive, consumer and technology-driven and rapidly changing business. The Company’s business is affected by government regulation, economic, strategic, political and social conditions, consumer response to new and existing products and services, technological developments and, particularly in view of new technologies, its continued ability to protect and secure any necessary intellectual property rights. TWC’s actual results could differ materially from management’s expectations because of changes in such factors.

     Further, lower than expected valuations associated with the Company’s cash flows and revenues may result in the Company’s inability to realize the value of recorded intangibles and goodwill. Additionally, achieving the Company’s financial objectives could be adversely affected by the factors discussed in detail in Item 1A, “Risk Factors,” in the 2009 Form 10-K, as well as:

• a longer than anticipated continuation of the current economic slowdown or further deterioration in the economy;

• changes in the Company’s plans, strategies and intentions;

• the impacts of significant acquisitions, dispositions and other similar transactions; and

• the failure to meet earnings expectations.

16

TIME WARNER CABLE INC.

ITEM 4. CONTROLS AND PROCEDURES

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management to allow timely decisions regarding the required disclosure.

Changes in Internal Control Over Financial Reporting

     There have not been any changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

17

TIME WARNER CABLE INC.

CONSOLIDATED BALANCE SHEET
(Unaudited)

	March 31,			December 31,
	2010			2009
	(in millions)
ASSETS
Current assets:
Cash and equivalents	$	361		$	1,048
Receivables, less allowances of $68 million and $74 million as of March 31, 2010 and December 31, 2009, respectively		548			663
Deferred income tax assets		139			139
Other current assets		239			252
Total current assets		1,287			2,102
Investments		961			975
Property, plant and equipment, net		13,721			13,919
Intangible assets subject to amortization, net		212			274
Intangible assets not subject to amortization		24,092			24,092
Goodwill		2,112			2,111
Other assets		241			221
Total assets	$	42,626		$	43,694
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	279		$	478
Deferred revenue and subscriber-related liabilities		178			170
Accrued programming expense		779			738
Other current liabilities		1,595			1,572
Total current liabilities		2,831			2,958
Long-term debt		21,138			22,331
Mandatorily redeemable preferred equity issued by a subsidiary		300			300
Deferred income tax liabilities, net		9,043			8,957
Other liabilities		416			459
Commitments and contingencies (Note 9)
TWC shareholders’ equity:
Common stock, $0.01 par value, 354.0 million and 352.5 million shares issued and outstanding as of March 31, 2010 and December 31, 2009, respectively		4			4
Paid-in capital		9,802			9,813
Accumulated other comprehensive loss, net		(314	)		(319	)
Accumulated deficit		(599	)		(813	)
Total TWC shareholders’ equity		8,893			8,685
Noncontrolling interests		5			4
Total equity		8,898			8,689
Total liabilities and equity	$	42,626		$	43,694

See accompanying notes.

18

TIME WARNER CABLE INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

	Three Months Ended
	March 31,
	2010			2009
	(in millions, except
	per share data)
Revenues:
Subscription:
Video	$	2,740		$	2,667
High-speed data		1,193			1,101
Voice		493			451
Total Subscription		4,426			4,219
Advertising		173			145
Total revenues		4,599			4,364
Costs and expenses:
Costs of revenues(a)		2,195			2,132
Selling, general and administrative(a)		735			725
Depreciation		743			691
Amortization		65			57
Restructuring costs		11			43
Total costs and expenses		3,749			3,648
Operating Income		850			716
Interest expense, net		(347	)		(290	)
Other expense, net		(15	)		(51	)
Income before income taxes		488			375
Income tax provision		(273	)		(191	)
Net income		215			184
Less: Net income attributable to noncontrolling interests		(1	)		(20	)
Net income attributable to TWC shareholders	$	214		$	164
Net income per common share attributable to TWC common shareholders:
Basic	$	0.60		$	0.48
Diluted	$	0.60		$	0.48
Average common shares outstanding:
Basic		352.9			339.0
Diluted		357.0			339.6
Cash dividend declared per share of common stock	$	0.40		$	—
Special cash dividend declared and paid per share of common stock	$	—		$	30.81

^(a) Costs of revenues and selling, general and administrative expenses exclude depreciation.

See accompanying notes.

19

TIME WARNER CABLE INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

	Three Months Ended
	March 31,
	2010			2009
	(in millions)
OPERATING ACTIVITIES
Net income	$	215		$	184
Adjustments for noncash and nonoperating items:
Depreciation		743			691
Amortization		65			57
Loss from equity investments, net of cash distributions		26			17
Deferred income taxes		137			145
Equity-based compensation		36			35
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Receivables		113			173
Accounts payable and other liabilities		55			(112	)
Other changes		(4	)		(49	)
Cash provided by operating activities		1,386			1,141
INVESTING ACTIVITIES
Acquisitions and investments, net of cash acquired and distributions received		17			9
Capital expenditures		(736	)		(769	)
Other investing activities		2			1
Cash used by investing activities		(717	)		(759	)
FINANCING ACTIVITIES
Borrowings (repayments), net(a)		(1,256	)		—
Borrowings(b)		—			8,614
Repayments(b)		—			(3,182	)
Debt issuance costs		—			(11	)
Proceeds from exercise of stock options		39			—
Dividends paid		(144	)		—
Payment of special cash dividend		—			(10,856	)
Other financing activities		5			—
Cash used by financing activities		(1,356	)		(5,435	)
Decrease in cash and equivalents		(687	)		(5,053	)
Cash and equivalents at beginning of period		1,048			5,449
Cash and equivalents at end of period	$	361		$	396

(a)	Borrowings (repayments), net, reflects borrowings under TWC’s commercial paper program with original maturities of three months or less, net of repayments of such borrowings.
(b)	Amounts represent borrowings and repayments related to debt instruments with original maturities greater than three months.

See accompanying notes.

20

TIME WARNER CABLE INC.

CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)

	TWC			Non-
	Shareholders’			controlling			Total
	Equity			Interests			Equity
				(in millions)
Balance as of December 31, 2008	$	17,164		$	1,110		$	18,274
Net income		164			20			184
Other comprehensive income		10			—			10
Comprehensive income		174			20			194
Equity-based compensation		33			2			35
Redemption of Historic TW’s interest in TW NY		1,128			(1,128	)		—
Special cash dividend ($30.81 per common share)		(10,856	)		—			(10,856	)
Retained distribution related to unvested restricted stock units		(46	)		—			(46	)
Other changes		(16	)		—			(16	)
Balance as of March 31, 2009	$	7,581		$	4		$	7,585
Balance as of December 31, 2009	$	8,685		$	4		$	8,689
Net income		214			1			215
Other comprehensive income		5			—			5
Comprehensive income		219			1			220
Equity-based compensation		36			—			36
Shares issued upon the exercise of TWC stock options		39			—			39
Cash dividend ($0.40 per common share)		(144	)		—			(144	)
Other changes(a)		58			—			58
Balance as of March 31, 2010	$	8,893		$	5		$	8,898

^(a) Amount primarily represents the true-up of TWC’s deferred income tax asset associated with vested Time Warner Inc. stock options.

See accompanying notes.

21

TIME WARNER CABLE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.  DESCRIPTION OF BUSINESS, RECENT DEVELOPMENTS AND BASIS OF PRESENTATION

Description of Business

     Time Warner Cable Inc. (together with its subsidiaries, “TWC” or the “Company”) is the second-largest cable operator in the U.S., with technologically advanced, well-clustered systems located mainly in five geographic areas – New York State (including New York City), the Carolinas, Ohio, southern California (including Los Angeles) and Texas. As of March 31, 2010, TWC served approximately 14.6 million residential and commercial customers who subscribed to one or more of its three primary subscription services – video, high-speed data and voice – totaling approximately 26.6 million primary service units.

     TWC offers video, high-speed data and voice services over its broadband cable systems to residential and commercial customers. TWC markets its services separately and in “bundled” packages of multiple services and features. As of March 31, 2010, 58.2% of TWC’s residential and commercial customers subscribed to two or more of its primary services, including 24.1% of its customers who subscribed to all three primary services. TWC also sells advertising to a variety of national, regional and local advertising customers.

Recent Developments

Common Stock Dividend

     On March 15, 2010, the Company paid a quarterly cash dividend of $0.40 per share on TWC common stock, to stockholders of record at the close of business on February 26, 2010, totaling $144 million. On April 26, 2010, the Company’s Board of Directors declared a quarterly cash dividend of $0.40 per share on TWC common stock, payable in cash on June 15, 2010 to stockholders of record at the close of business on May 28, 2010.

Goodwill and Indefinite-lived Intangible Assets

     Historically, goodwill and other intangible assets not subject to amortization, primarily cable franchise rights, have been tested for impairment during the fourth quarter of each year (December 31) or earlier upon the occurrence of a triggering event. The Company’s most recent annual impairment testing during the fourth quarter of 2009 did not result in any goodwill or cable franchise rights impairment charges. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”) for additional information related to the 2009 impairment testing.

     During 2010, the Company revised its annual impairment testing date to July 1 to coincide more closely with the Company’s annual preparation of long range projections (“LRP”), which are a significant component used in the impairment analysis. Prior to the Company’s separation (the “Separation”) from Time Warner Inc. (“Time Warner”) (discussed further below), the Company’s LRP was prepared during the fourth quarter of each year, consistent with Time Warner’s other business units. After the Separation, the Company began preparing its LRP in the middle of each year. Accordingly, the Company believes the change in the annual impairment testing date to be preferable in its circumstances. This change is being applied on a prospective basis. The Company does not believe this change would have delayed, accelerated or avoided an impairment charge in prior periods.

Basis of Presentation

Changes in Basis of Presentation

     Separation from Time Warner. As discussed more fully in the 2009 Form 10-K, in March 2009, TWC completed the Separation from Time Warner, which, prior to the Separation, owned approximately 84% of the common stock of TWC (representing a 90.6% voting interest) and a 12.43% non-voting common stock interest in TW NY Cable Holding Inc. (“TW NY”), a subsidiary of TWC. As a result of the Separation, Time Warner no longer has an ownership interest in TWC or TW NY.

22

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Basis of Consolidation

     The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses and cash flows of TWC and all entities in which TWC has a controlling voting interest. The consolidated financial statements include the results of the Time Warner Entertainment-Advance/Newhouse Partnership (“TWE-A/N”) only for the TWE-A/N cable systems that are controlled by TWC and for which TWC holds an economic interest. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.

Use of 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 amounts reported in the consolidated financial statements and footnotes thereto. Actual results could differ from those estimates.

     Significant estimates inherent in the preparation of the consolidated financial statements include accounting for asset impairments, allowances for doubtful accounts, investments, depreciation and amortization, business combinations, pension benefits, equity-based compensation, income taxes, contingencies and certain programming arrangements. Allocation methodologies used to prepare the consolidated financial statements are based on estimates and have been described in the notes, where appropriate.

Reclassifications

     Certain reclassifications have been made to the prior year financial information to conform to the current year presentation.

Interim Financial Statements

     The consolidated financial statements are unaudited; however, in the opinion of management, they contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with GAAP applicable to interim periods. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements of TWC included in the 2009 Form 10-K.

Net Income per Common Share

     Basic net income attributable to TWC common shareholders is determined using the two-class method and is computed by dividing net income attributable to TWC common shareholders by the weighted average of common shares outstanding during the period. The two-class method is an earnings allocation formula that determines income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Diluted net income attributable to TWC common shareholders reflects the more dilutive earnings per share amount calculated using the treasury stock method or the two-class method.

23

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

     Set forth below is a reconciliation of net income attributable to TWC common shareholders per basic and diluted common share (in millions, except per share data):

	Three Months Ended
	March 31,
	2010			2009
Net income attributable to TWC shareholders	$	214		$	164
Net income allocated to participating securities		(2	)		—
Net income attributable to TWC common shareholders	$	212		$	164
Average common shares outstanding - basic		352.9			339.0
Dilutive effect of non-participating equity awards		1.9			—
Average common shares outstanding - diluted (two-class method)		354.8			339.0
Dilutive effect of participating equity awards		2.2			0.6
Average common shares outstanding - diluted (treasury stock method)		357.0			339.6
Net income per common share attributable to TWC common shareholders:
Basic	$	0.60		$	0.48
Diluted	$	0.60		$	0.48

2.  RECENT ACCOUNTING STANDARDS

Accounting Standards Adopted in 2010

Consolidation of Variable Interest Entities

     In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics, among others: (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity, or the right to receive benefits from the entity, that could potentially be significant to the variable interest entity. Under this guidance, ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity are required. This guidance became effective for TWC on January 1, 2010 and did not have a material impact on the Company’s consolidated financial statements.

Fair Value Measurements and Disclosures

     In January 2010, the FASB issued authoritative guidance that expands the required disclosures about fair value measurements. This guidance provides for new disclosures requiring the Company to (i) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (ii) present separately information about purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements. This guidance also provides clarification of existing disclosures requiring the Company to (i) determine each class of assets and liabilities based on the nature and risks of the investments rather than by major security type and (ii) for each class of assets and liabilities, disclose the valuation techniques and inputs used to measure fair value for both Level 2 and Level 3 fair value measurements. This guidance became effective for TWC on January 1, 2010, except for the presentation of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements, which is effective for TWC on January 1, 2011, and did not have a material impact on the Company’s consolidated financial statements. The guidance pertaining to the presentation of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements is not expected to have a material impact on the Company’s consolidated financial statements.

24

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Accounting Standards Not Yet Adopted

Accounting for Revenue Arrangements with Multiple Deliverables

     In September 2009, the FASB issued authoritative guidance that provides for a new methodology for establishing the fair value for a deliverable in a multiple-element arrangement. When vendor specific objective or third-party evidence for deliverables in a multiple-element arrangement cannot be determined, an enterprise is required to develop a best estimate of the selling price of separate deliverables and to allocate the arrangement consideration using the relative selling price method. This guidance will be effective for TWC on January 1, 2011 and is not expected to have a material impact on the Company’s consolidated financial statements.

Accounting for Revenue Arrangements with Software Elements

     In September 2009, the FASB issued authoritative guidance that provides for a new methodology for recognizing revenue for tangible products that are bundled with software products. Under the new guidance, tangible products that are bundled with software components that are essential to the functionality of the tangible product will no longer be accounted for under the software revenue recognition accounting guidance. Rather, such products will be accounted for under the new authoritative guidance surrounding multiple-element arrangements described above. This guidance will be effective for TWC on January 1, 2011 and is not expected to have a material impact on the Company’s consolidated financial statements.

3.  DERIVATIVE FINANCIAL INSTRUMENTS

     The Company recognizes all derivative financial instruments in the consolidated balance sheet as either assets or liabilities at fair value. Derivative financial instruments are specifically designated, if certain conditions are met, as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment (a “fair value hedge”) or (b) a hedge of the exposure to variable cash flows of a forecasted transaction or a hedge of the foreign currency exposure of a forecasted transaction denominated in a foreign currency (a “cash flow hedge”). The Company uses derivative financial instruments primarily to manage the risks associated with fluctuations in interest rates and foreign currency exchange rates and does not hold or issue derivative financial instruments for speculative or trading purposes.

     The fair value of the assets and liabilities associated with the Company’s derivative financial instruments recorded in the consolidated balance sheet as of March 31, 2010 and December 31, 2009 is as follows (in millions):

	Balance Sheet	March 31,		December 31,
	Location	2010		2009
Assets:
Derivatives designated as hedging instruments:
Interest rate swap contracts	Other assets	$	63	$	25
Foreign currency forward contracts	Other current assets		1		1
Total assets		$	64	$	26
Liabilities:
Derivatives designated as hedging instruments:
Interest rate swap contracts	Other liabilities	$	6	$	37
Foreign currency forward contracts	Other current liabilities		—		1
			6		38
Derivatives not designated as hedging instruments:
Equity award reimbursement obligation	Other current liabilities		29		35
Total liabilities		$	35	$	73

25

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Interest Rate Swap Contracts

     Interest rate swap contracts are used to change the nature of outstanding debt (e.g., convert fixed-rate debt into variable-rate debt or convert variable-rate debt into fixed-rate debt). As of March 31, 2010, the Company had interest rate swap contracts outstanding that convert $5.850 billion of fixed-rate debt instruments, with maturities extending through February 2015, to variable-rate debt. Such contracts are designated as fair value hedges. Under its interest rate swap contracts, the Company is entitled to receive semi-annual fixed rates of interest ranging from 3.500% to 10.150% and is required to make semi-annual interest payments at variable rates based on LIBOR plus margins ranging from 0.755% to 8.442%. During the three months ended March 31, 2010, the Company recognized no gain or loss related to the fair value of its interest rate swap contracts because the changes in the fair values of such instruments completely offset the changes in the fair values of the fixed-rate debt.

Foreign Currency Forward Contracts

     Foreign currency forward contracts are used to mitigate the risk to the Company from changes in foreign currency exchange rates. Such contracts, which extend through May 2011, are designated as cash flow hedges and specifically relate to forecasted payments denominated in the Philippine peso made to vendors who provide Road Runner^TM customer care support services.

     The effective portion of the gain or loss on foreign currency forward contracts is recorded as a component of TWC shareholders’ equity in accumulated other comprehensive income (“accumulated OCI”). The effective portion of such gains and losses are reclassified out of accumulated OCI into costs of revenues in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of such gains and losses are recognized in other expense, net, in the current reporting period. For the three months ended March 31, 2010 and 2009, the effects of foreign currency forward contracts on earnings were immaterial. The Company expects net gains of $1 million to be reclassified out of accumulated OCI and into earnings within the next 12 months.

Equity Award Reimbursement Obligation

     Upon the exercise of Time Warner stock options held by TWC employees, TWC is obligated to reimburse Time Warner for the excess of the market price of Time Warner common stock on the day of exercise over the option exercise price (the “intrinsic” value of the award). Prior to the Separation, TWC recorded an equity award reimbursement obligation for the intrinsic value of vested and outstanding Time Warner stock options held by TWC employees. This liability was adjusted each reporting period to reflect changes in the market price of Time Warner common stock and the number of Time Warner stock options held by TWC employees with an offsetting adjustment to TWC shareholders’ equity. Beginning on March 12, 2009, the date of the Separation, TWC began accounting for the equity award reimbursement obligation as a derivative financial instrument because, as of such date, Time Warner is no longer a controlling shareholder of the Company. The Company records the equity award reimbursement obligation at fair value in the consolidated balance sheet, which is estimated using the Black-Scholes model, and, on March 12, 2009, TWC established a liability of $16 million for the fair value of the equity award reimbursement obligation in other liabilities with an offsetting adjustment to TWC shareholders’ equity in the consolidated balance sheet. The change in the equity award reimbursement obligation fluctuates primarily with the fair value and expected volatility of Time Warner common stock and is recorded in earnings in the period of change. For the three months ended March 31, 2010, TWC recognized a gain of $4 million and, for the three months ended March 31, 2009, recognized a loss of $2 million in other expense, net, in the consolidated statement of operations for the change in the fair value of the equity award reimbursement obligation after the Separation.

26

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

4.  FAIR VALUE MEASUREMENTS

     The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company primarily applies a market-based approach for recurring fair value measurements. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows:

• Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market.

• Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.

• Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Fair Value of Derivative Financial Instruments

     The fair values of assets and liabilities classified as derivative financial instruments are as follows as of March 31, 2010 (in millions):

			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3
Assets:
Interest rate swaps	$	63	$	—	$	63	$	—
Foreign currency forwards		1		—		1		—
	$	64	$	—	$	64	$	—
Liabilities:
Interest rate swaps	$	6	$	—	$	6	$	—
Equity award reimbursement obligation		29		—		—		29
	$	35	$	—	$	6	$	29

27

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

     The fair values of assets and liabilities classified as derivative financial instruments are as follows as of December 31, 2009 (in millions):

			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3
Assets:
Interest rate swaps	$	25	$	—	$	25	$	—
Foreign currency forwards		1		—		1		—
	$	26	$	—	$	26	$	—
Liabilities:
Interest rate swaps	$	37	$	—	$	37	$	—
Foreign currency forwards		1		—		1		—
Equity award reimbursement obligation		35		—		—		35
	$	73	$	—	$	38	$	35

     Changes in the fair value of the equity award reimbursement obligation, valued using significant unobservable inputs (Level 3), are presented below (in millions):

Balance as of December 31, 2008	$	—
Establishment of equity award reimbursement obligation		16
Losses recognized in net income		21
Payments to Time Warner for awards exercised		(2	)
Balance as of December 31, 2009		35
Gains recognized in net income		(4	)
Payments to Time Warner for awards exercised		(2	)
Balance as of March 31, 2010	$	29

Fair Value of Debt

     Based on the level of interest rates prevailing at March 31, 2010 and December 31, 2009, the fair value of TWC’s fixed-rate debt and mandatorily redeemable preferred equity exceeded the carrying value by approximately $2.475 billion and $2.268 billion as of March 31, 2010 and December 31, 2009, respectively. Unrealized gains or losses on debt do not result in the realization or expenditure of cash and are not recognized for financial reporting purposes unless the debt is retired prior to its maturity.

5.  INCOME TAXES

     For the three months ended March 31, 2010 and 2009, the Company recorded income tax provisions of $273 million and $191 million, respectively. The effective tax rate was 55.9% and 50.9% for the three months ended March 31, 2010 and 2009, respectively.

28

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

     The income tax provision and the effective tax rate for the three months ended March 31, 2010 were impacted by a noncash charge of $72 million related to the reversal of previously recognized deferred income tax benefits primarily as a result of the expiration, on March 12, 2010, of vested Time Warner stock options held by TWC employees. As a result of the Separation on March 12, 2009, TWC employees who held stock options under Time Warner equity plans were treated as if their employment with Time Warner had been terminated without cause at the time of the Separation. In most cases, this treatment resulted in shortened exercise periods, generally one year from the date of Separation, for vested Time Warner stock options held by TWC employees. Vested Time Warner stock options held primarily by certain retirement-eligible TWC employees (pursuant to the terms of the award agreements) have exercise periods of up to five years from the date of the Separation and, as such, the Company estimates that it may incur additional noncash income tax expense of up to approximately $90 million over the next four years through March 2014 upon the exercise or expiration of these stock options. This estimate and the timing of such charges are dependent on a number of variables, including the Time Warner stock price and the timing of the exercise of these stock options.

     The income tax provision and the effective tax rate for the three months ended March 31, 2009 were impacted by the passage of the California state budget during the first quarter of 2009 that, in part, changed the methodology of income tax apportionment in California. This tax law change resulted in an increase in state deferred tax liabilities and a corresponding noncash tax provision of $38 million, which was recorded in the first quarter of 2009.

6.  EQUITY-BASED COMPENSATION

     The Company has granted options to purchase shares of TWC common stock and restricted stock units (“RSUs”) to its employees and non-employee directors under the Time Warner Cable Inc. 2006 Stock Incentive Plan (the “2006 Plan”).

     The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized in the consolidated statement of operations over the period during which an employee is required to provide service in exchange for the award (generally four years subject to graded vesting conditions). The Company’s policy is to recognize the cost on a straight-line basis over the requisite service period. The Company uses the Black-Scholes model to estimate the grant date fair value of a stock option. Because the option-pricing model requires the use of subjective assumptions, changes in these assumptions can materially affect the fair value of stock options granted. The volatility assumption is determined using primarily implied volatilities data from the Company’s traded options. The volatility assumption is calculated using a 75%-25% weighted average of implied volatility of TWC traded options and the historical stock price volatility of a comparable peer group of publicly traded companies. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on the historical exercise experience of TWC employees. The risk-free rate assumed in valuing the stock options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company determines the expected dividend yield percentage by dividing the expected annual dividend by the market price of TWC common stock at the date of grant. The table below presents the assumptions used to value TWC stock options at their grant date for the three months ended March 31, 2010 and 2009 and reflects the weighted average of all awards granted within each period:

	Three Months Ended
	March 31,
	2010			2009
Expected volatility		31.4	%		33.5	%
Expected term to exercise from grant date	6.73 years			6.52 years
Risk-free rate		3.1	%		2.7	%
Expected dividend yield		3.5	%		0.0	%

29

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

     For the three months ended March 31, 2010, TWC granted approximately 3.8 million stock options at a weighted-average grant date fair value of $10.94 per option. For the three months ended March 31, 2009, TWC granted approximately 4.9 million stock options at a weighted-average grant date fair value of $9.18 per option. Stock options granted under the 2006 Plan have exercise prices equal to the fair market value of TWC common stock at the date of grant. Generally, the stock options vest ratably over a four-year vesting period and expire ten years from the date of grant. Certain stock option awards provide for accelerated vesting upon the grantee’s termination of employment after reaching a specified age and years of service.

     For the three months ended March 31, 2010, TWC granted approximately 1.9 million RSUs at a weighted-average grant date fair value of $45.15 per RSU. For the three months ended March 31, 2009, TWC granted approximately 2.5 million RSUs at a weighted-average grant date fair value of $39.05 per RSU. RSUs granted under the 2006 Plan generally vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary. RSUs provide for accelerated vesting upon the grantee’s termination of employment after reaching a specified age and years of service. Shares of TWC common stock will generally be issued at the end of the vesting period of an RSU. RSUs awarded to non-employee directors are not subject to vesting or forfeiture restrictions and the shares underlying the RSUs will generally be issued in connection with a director’s termination of service as a director. Holders of RSUs are generally entitled to receive cash dividend equivalents or retained distributions related to regular cash dividends or distributions, respectively, paid by TWC. Retained distributions are subject to the vesting requirements of the underlying RSUs.

     Equity-based compensation expense recognized for the three months ended March 31, 2010 and 2009 is as follows (in millions):

	Three Months Ended
	March 31,
	2010		2009
Stock options	$	17	$	16
Restricted stock units		19		19
Total equity-based compensation expense	$	36	$	35

7.  PENSION COSTS

     TWC has both funded and unfunded noncontributory defined benefit pension plans covering a majority of its employees (the “TWC Pension Plans”). Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. The pension expense recognized by the Company is determined using certain assumptions, including the expected long-term rate of return on plan assets, the interest factor implied by the discount rate and the expected rate of compensation increases.

     TWC uses a December 31 measurement date for the TWC Pension Plans. A summary of the components of net periodic benefit costs and contributions for the three months ended March 31, 2010 and 2009 is as follows (in millions):

	Three Months Ended
	March 31,
	2010			2009
Service cost	$	31		$	24
Interest cost		26			21
Expected return on plan assets		(32	)		(23	)
Amortization of prior service cost		8			16
Net periodic benefit costs	$	33		$	38
Contributions	$	1		$	41

30

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

     After considering the funded status of the TWC Pension Plans, movements in the discount rate, investment performance and related tax consequences, the Company may choose to make contributions to the TWC Pension Plans. As of March 31, 2010, there were no minimum required contributions for the Company’s funded plans. The Company did not make any contributions to its funded defined benefit pension plans during the three months ended March 31, 2010 but may make discretionary cash contributions to its funded defined benefit pension plans during 2010. For the Company’s unfunded plan, contributions will continue to be made to the extent benefits are paid. Benefit payments for the unfunded plan are expected to be $3 million in 2010, of which $1 million has been paid as of March 31, 2010.

8.  RESTRUCTURING COSTS

     Beginning in the first quarter of 2009, the Company began a restructuring, primarily consisting of headcount reductions, to improve operating efficiency, and through March 31, 2010, the Company incurred costs of $92 million related to this restructuring and made payments of $74 million against this accrual. Of the remaining $18 million liability, $16 million is classified as a current liability, with the remaining $2 million classified as a noncurrent liability in the consolidated balance sheet as of March 31, 2010. Amounts are expected to be paid through 2013. The Company eliminated approximately 1,300 positions during 2009 and approximately 170 additional positions during the first quarter of 2010. The Company expects to incur additional restructuring charges during the remainder of 2010. Information relating to this restructuring is as follows (in millions):

	Employee			Other
	Terminations			Exit Costs			Total
Accruals(a)	$	68		$	13		$	81
Cash paid(b)		(48	)		(12	)		(60	)
Remaining liability as of December 31, 2009		20			1			21
Accruals		10			1			11
Cash paid		(13	)		(1	)		(14	)
Remaining liability as of March 31, 2010	$	17		$	1		$	18

(a)	Of the $81 million incurred in 2009, $43 million was incurred during the three months ended March 31, 2009.
(b)	Of the $60 million paid in 2009, $16 million was paid during the three months ended March 31, 2009.

     Between January 1, 2005 and December 31, 2008, the Company underwent a restructuring plan to simplify its organizational structure and enhance its customer focus, and incurred costs of $80 million related to this restructuring. Through March 31, 2010, payments of $79 million have been made against this accrual, of which $1 million and $3 million were made during the three months ended March 31, 2010 and 2009, respectively. The remaining $1 million liability is classified as a current liability in the consolidated balance sheet as of March 31, 2010.

31

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

9.  COMMITMENTS AND CONTINGENCIES

Legal Proceedings

     On September 20, 2007, Brantley, et al. v. NBC Universal, Inc., et al. was filed in the U.S. District Court for the Central District of California against the Company. The complaint, which also named as defendants several other cable and satellite providers (collectively, the “distributor defendants”) as well as programming content providers (collectively, the “programmer defendants”), alleged violations of Sections 1 and 2 of the Sherman Antitrust Act. Among other things, the complaint alleged coordination between and among the programmer defendants to sell and/or license programming on a “bundled” basis to the distributor defendants, who in turn purportedly offer that programming to subscribers in packaged tiers, rather than on a per channel (or “à la carte”) basis. Plaintiffs, who seek to represent a purported nationwide class of cable and satellite subscribers, demand, among other things, unspecified treble monetary damages and an injunction to compel the offering of channels to subscribers on an “à la carte” basis. On December 3, 2007, plaintiffs filed an amended complaint in this action (the “First Amended Complaint”) that, among other things, dropped the Section 2 claims and all allegations of horizontal coordination. On December 21, 2007, the distributor defendants, including TWC, and the programmer defendants filed motions to dismiss the First Amended Complaint. On March 10, 2008, the court granted these motions, dismissing the First Amended Complaint with leave to amend. On March 20, 2008, plaintiffs filed a second amended complaint (the “Second Amended Complaint”) that modified certain aspects of the First Amended Complaint in an attempt to address the deficiencies noted by the court in its prior dismissal order. On April 22, 2008, the distributor defendants, including the Company, and the programmer defendants filed motions to dismiss the Second Amended Complaint, which motions were denied by the court on June 25, 2008. On July 14, 2008, the distributor defendants and the programmer defendants filed motions requesting the court to certify its June 25, 2008 order for interlocutory appeal to the U.S. Court of Appeals for the Ninth Circuit, which motions were denied by the district court on August 4, 2008. On May 4, 2009, by stipulation of the parties, plaintiffs filed a third amended complaint (the “Third Amended Complaint”) and on June 12, 2009, the distributor defendants and the programmer defendants filed a motion to dismiss the Third Amended Complaint, which the district court granted with prejudice on October 15, 2009, terminating the action. On April 19, 2010, plaintiffs appealed this decision to the U.S. Court of Appeals for the Ninth Circuit. The Company intends to defend against this lawsuit vigorously.

     On June 22, 2005, Mecklenburg County filed suit against TWE-A/N in the General Court of Justice District Court Division, Mecklenburg County, North Carolina and, on July 1, 2005, the action was removed to the U.S. District Court for the Western District of North Carolina. Mecklenburg County, the franchisor in TWE-A/N’s Mecklenburg County cable system, alleges that TWE-A/N’s predecessor failed to construct an institutional network in 1981 and that TWE-A/N assumed that obligation upon the transfer of the franchise in 1995. Mecklenburg County is seeking compensatory damages and TWE-A/N’s release of certain video channels it is currently using on the cable system. On April 14, 2006, TWE-A/N filed a motion for summary judgment, which the district court granted on January 26, 2010 on the basis that the plaintiff’s claims were barred by the statute of limitations. On February 25, 2010, Mecklenburg County filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. The Company intends to defend against this lawsuit vigorously.

     On June 16, 1998, plaintiffs in Andrew Parker and Eric DeBrauwere, et al. v. Time Warner Entertainment Company, L.P. and Time Warner Cable filed a purported nationwide class action in U.S. District Court for the Eastern District of New York claiming that Time Warner Entertainment Company, L.P. (“TWE”) sold its subscribers’ personally identifiable information and failed to inform subscribers of their privacy rights in violation of the Cable Communications Policy Act of 1984 and common law. The plaintiffs seek damages and declaratory and injunctive relief. On August 6, 1998, TWE filed a motion to dismiss, which was denied on September 7, 1999. On December 8, 1999, TWE filed a motion to deny class certification, which was granted on January 9, 2001 with respect to monetary damages, but denied with respect to injunctive relief. On June 2, 2003, the U.S. Court of Appeals for the Second Circuit vacated the district court’s decision denying class certification as a matter of law and remanded the case for further proceedings on class certification and other matters. On May 4, 2004, plaintiffs filed a motion for class certification, which the Company opposed. On October 25, 2005, the district court granted preliminary approval of a class settlement arrangement, but final approval of that settlement was denied on January 26, 2007. The parties subsequently reached a revised settlement to resolve this action on terms that are not material to the Company and submitted their agreement to the district court on April 2, 2008. On July 6, 2009, the district court granted approval of the settlement, which certain class members have appealed with respect to attorneys’ fees. The Company intends to defend against this lawsuit vigorously should the settlement not be upheld.

32

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Certain Patent Litigation

     On September 1, 2006, Ronald A. Katz Technology Licensing, L.P. (“Katz”) filed a complaint in the U.S. District Court for the District of Delaware alleging that TWC and several other cable operators, among other defendants, infringe 18 patents purportedly relating to the Company’s customer call center operations and/or voicemail services. The plaintiff is seeking unspecified monetary damages as well as injunctive relief. On March 20, 2007, this case, together with other lawsuits filed by Katz, was made subject to a Multidistrict Litigation (“MDL”) Order transferring the case for pretrial proceedings to the U.S. District Court for the Central District of California. In April 2008, TWC and other defendants filed “common” motions for summary judgment, which argued, among other things, that a number of claims in the patents at issue are invalid under Sections 112 and 103 of the Patent Act. On June 19 and August 4, 2008, the court issued orders granting, in part, and denying, in part, those motions. Defendants filed additional individual motions for summary judgment in August 2008, which argued, among other things, that defendants’ respective products do not infringe the surviving claims in plaintiff’s patents. On August 13, 2009, the district court found one additional patent invalid, but denied defendants’ motions for summary judgment on three remaining patents, and on October 27, 2009, the district court denied the defendants’ requests for reconsideration of the decision. On January 29, 2010, the district court found one of the three remaining patents invalid based on a motion for summary judgment brought by another defendant. The Company intends to defend against this lawsuit vigorously.

     On June 1, 2006, Rembrandt Technologies, LP (“Rembrandt”) filed a complaint in the U.S. District Court for the Eastern District of Texas alleging that the Company and a number of other cable operators infringed several patents purportedly related to a variety of technologies, including high-speed data and IP-based telephony services. In addition, on September 13, 2006, Rembrandt filed a complaint in the U.S. District Court for the Eastern District of Texas alleging that the Company infringes several patents purportedly related to “high-speed cable modem internet products and services.” On June 18, 2007, these cases, along with other lawsuits filed by Rembrandt, were made subject to an MDL Order transferring the case for pretrial proceedings to the U.S. District Court for the District of Delaware. In November 2008, the district court issued its claims construction orders. In response to these orders, the plaintiff has indicated it will dismiss its claims relating to the alleged infringement of eight patents purportedly relating to high-speed data and IP-based telephony services. The plaintiff has not indicated that it will dismiss its claim relating to one remaining patent alleged to relate to digital video decoder technology. Summary judgment motions are pending relating to the remaining claim. The Company intends to defend against the remaining claim vigorously.

     On April 26, 2005, Acacia Media Technologies (“AMT”) filed suit against TWC in the U.S. District Court for the Southern District of New York alleging that TWC infringes several patents held by AMT. AMT has publicly taken the position that delivery of broadcast video (except live programming such as sporting events), pay-per-view, VOD and ad insertion services over cable systems infringe its patents. AMT has brought similar actions regarding the same patents against numerous other entities, and all of the previously pending litigations have been made the subject of an MDL Order consolidating the actions for pretrial activity in the U.S. District Court for the Northern District of California. On October 25, 2005, the TWC action was consolidated into the MDL proceedings. The plaintiff is seeking unspecified monetary damages as well as injunctive relief. On September 25, 2009, the district court ruled on the Company’s summary judgment motions finding all AMT patents invalid and, on February 2, 2010, AMT appealed this decision. The Company intends to defend against this lawsuit vigorously.

     From time to time, the Company receives notices from third parties claiming that it infringes their intellectual property rights. Claims of intellectual property infringement could require TWC to enter into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability or be enjoined preliminarily or permanently from further use of the intellectual property in question. In addition, certain agreements entered may require the Company to indemnify the other party for certain third-party intellectual property infringement claims, which could increase the Company’s damages and its costs of defending against such claims. Even if the claims are without merit, defending against the claims can be time consuming and costly.

     As part of the restructuring of TWE, Time Warner agreed to indemnify the Company from and against any and all liabilities relating to, arising out of or resulting from specified litigation matters brought against the TWE non-cable businesses. Although Time Warner has agreed to indemnify the Company against such liabilities, TWE remains a named party in certain litigation matters.

33

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

     The costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against the Company relating to intellectual property rights and intellectual property licenses, could have a material adverse effect on the Company’s business, financial condition and operating results.

10. ADDITIONAL FINANCIAL INFORMATION

Other Cash Flow Information

     Additional financial information with respect to cash (payments) and receipts for the three months ended March 31, 2010 and 2009 is as follows (in millions):

	Three Months Ended
	March 31,
	2010			2009
Cash paid for interest	$	(388	)	$	(364	)
Interest income received		20			4
Cash paid for interest, net		(368	)		(360	)
Cash paid for income taxes	$	(6	)	$	(2	)
Cash refunds of income taxes		2			24
Net income taxes refunded (paid)		(4	)		22

Related Party Transactions

     Income (expense) resulting from transactions with related parties for the three months ended March 31, 2010 and 2009 is as follows (in millions):

	Three Months Ended
	March 31,
	2010			2009
Revenues(a)	$	3		$	5
Costs of revenues(a)		(60	)		(228	)
Selling, general and administrative(a)		—			(3	)

^(a) Amounts in 2009 include transactions with Time Warner and its affiliates through March 12, 2009, the date of the Separation.

Interest Expense, Net

     Interest expense, net, for the three months ended March 31, 2010 and 2009 consists of (in millions):

	Three Months Ended
	March 31,
	2010			2009
Interest income	$	—		$	3
Interest expense		(347	)		(293	)
Interest expense, net	$	(347	)	$	(290	)

34

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Other Current Assets

     Other current assets as of March 31, 2010 and December 31, 2009 consists of (in millions):

	March 31,		December 31,
	2010		2009
Prepaid income taxes	$	94	$	103
Other prepaid expenses		114		82
Other current assets		31		67
Total other current assets	$	239	$	252

Other Current Liabilities

     Other current liabilities as of March 31, 2010 and December 31, 2009 consists of (in millions):

	March 31,		December 31,
	2010		2009
Accrued interest	$	456	$	469
Accrued compensation and benefits		260		327
Accrued sales and other taxes		221		116
Accrued franchise fees		146		166
Accrued insurance		144		142
Accrued advertising and marketing support		70		81
Other accrued expenses(a)		298		271
Total other current liabilities	$	1,595	$	1,572

^(a) Other accrued expenses includes debt due within one year of $5 million as of March 31, 2010 (none as of December 31, 2009).

35

TIME WARNER CABLE INC.

SUPPLEMENTARY INFORMATION

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

(Unaudited)

     Time Warner Entertainment Company, L.P. (“TWE”) and TW NY Cable Holding Inc. (“TW NY” and, together with TWE, the “Guarantor Subsidiaries”) are subsidiaries of Time Warner Cable Inc. (the “Parent Company”). The Guarantor Subsidiaries have fully and unconditionally, jointly and severally, directly or indirectly, guaranteed the debt issued by the Parent Company in its 2007 registered exchange offer and its 2008 and 2009 public offerings. The Parent Company owns 100% of the voting interests, directly or indirectly, of both TWE and TW NY.

     The Securities and Exchange Commission’s rules require that condensed consolidating financial information be provided for subsidiaries that have guaranteed debt of a registrant issued in a public offering, where each such guarantee is full and unconditional and where the voting interests of the subsidiaries are 100% owned by the registrant. Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, and cash flows of (i) the Parent Company, (ii) the Guarantor Subsidiaries on a combined basis (as such guarantees are joint and several), (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”) on a combined basis and (iv) the eliminations necessary to arrive at the information for Time Warner Cable Inc. on a consolidated basis.

     There are no legal or regulatory restrictions on the Parent Company’s ability to obtain funds from any of its subsidiaries through dividends, loans or advances.

     These condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of Time Warner Cable Inc.

Basis of Presentation

     In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company’s interests in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, (ii) the Guarantor Subsidiaries’ interests in the Non-Guarantor Subsidiaries and (iii) the Non-Guarantor Subsidiaries interests in the Guarantor Subsidiaries, where applicable, even though all such subsidiaries meet the requirements to be consolidated under U.S. generally accepted accounting principles. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.”

     The accounting bases in all subsidiaries, including goodwill and identified intangible assets, have been allocated to the applicable subsidiaries.

     Prior to March 12, 2009, Time Warner Cable Inc. was not a separate taxable entity for U.S. federal and various state income tax purposes and its results were included in the consolidated U.S. federal and certain state income tax returns of Time Warner Inc. In the condensed consolidating financial statements, income tax provision has been presented based on each subsidiary’s legal entity basis. Deferred taxes of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been presented based upon the temporary differences between the carrying amounts of the respective assets and liabilities of the applicable entities.

     Certain administrative costs incurred by the Parent Company, the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries are allocated to the various entities based on the relative number of video subscribers at each entity.

     Effective January 1, 2010, the Company prospectively modified its intercompany transfer pricing agreement for certain services. While this modification did not materially impact net income of either the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries, it did increase revenues and associated expenses (including expenses reported as intercompany royalties) for the Non-Guarantor Subsidiaries and reduced revenues and associated expenses for the Guarantor Subsidiaries.

     Prior to October 1, 2009, interest income (expense), net, was determined based on third-party debt and the relevant intercompany amounts within the respective legal entity. Beginning October 1, 2009, the Parent Company began to allocate interest expense to certain subsidiaries based on each subsidiary’s contribution to revenues. This allocation serves to reduce the Parent Company’s interest expense and increase the interest expense of both the Guarantor Subsidiaries and Non-Guarantor Subsidiaries.

36

TIME WARNER CABLE INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Balance Sheet
March 31, 2010

					Non-
	Parent		Guarantor		Guarantor					TWC
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and equivalents	$	313	$	48	$	—	$	—		$	361
Receivables, net		33		152		363		—			548
Receivables from affiliated parties		15		8		42		(65	)		—
Deferred income tax assets		139		107		89		(196	)		139
Other current assets		108		62		69		—			239
Total current assets		608		377		563		(261	)		1,287
Investments in and amounts due from consolidated subsidiaries		41,034		21,089		10,747		(72,870	)		—
Investments		18		6		937		—			961
Property, plant and equipment, net		17		3,707		9,997		—			13,721
Intangible assets subject to amortization, net		—		5		207		—			212
Intangible assets not subject to amortization		—		6,216		17,876		—			24,092
Goodwill		4		3		2,105		—			2,112
Other assets		199		10		32		—			241
Total assets	$	41,880	$	31,413	$	42,464	$	(73,131	)	$	42,626
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	97	$	182	$	—		$	279
Deferred revenue and subscriber-related liabilities		—		56		122		—			178
Payables to affiliated parties		8		42		15		(65	)		—
Accrued programming expense		—		744		35		—			779
Other current liabilities		597		477		521		—			1,595
Total current liabilities		605		1,416		875		(65	)		2,831
Long-term debt		18,426		2,712		—		—			21,138
Mandatorily redeemable preferred equity		—		1,928		300		(1,928	)		300
Deferred income tax liabilities, net		9,041		4,479		4,409		(8,886	)		9,043
Long-term payables to affiliated parties		4,766		471		8,704		(13,941	)		—
Other liabilities		149		110		157		—			416
TWC shareholders’ equity:
Due to TWC and subsidiaries		—		7		186		(193	)		—
Other TWC shareholders’ equity		8,893		16,558		27,833		(44,391	)		8,893
Total TWC shareholders’ equity		8,893		16,565		28,019		(44,584	)		8,893
Noncontrolling interests		—		3,732		—		(3,727	)		5
Total equity		8,893		20,297		28,019		(48,311	)		8,898
Total liabilities and equity	$	41,880	$	31,413	$	42,464	$	(73,131	)	$	42,626

37

TIME WARNER CABLE INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Balance Sheet
December 31, 2009

					Non-
	Parent		Guarantor		Guarantor					TWC
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and equivalents	$	1,048	$	—	$	—	$	—		$	1,048
Receivables, net		26		211		426		—			663
Receivables from affiliated parties		20		8		215		(243	)		—
Deferred income tax assets		139		107		89		(196	)		139
Other current assets		153		50		49		—			252
Total current assets		1,386		376		779		(439	)		2,102
Investments in and amounts due from consolidated subsidiaries		40,951		20,774		10,593		(72,318	)		—
Investments		19		5		951		—			975
Property, plant and equipment, net		17		3,948		9,954		—			13,919
Intangible assets subject to amortization, net		—		5		269		—			274
Intangible assets not subject to amortization		—		6,216		17,876		—			24,092
Goodwill		4		3		2,104		—			2,111
Other assets		180		9		32		—			221
Total assets	$	42,557	$	31,336	$	42,558	$	(72,757	)	$	43,694
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	176	$	302	$	—		$	478
Deferred revenue and subscriber-related liabilities		—		45		125		—			170
Payables to affiliated parties		8		215		20		(243	)		—
Accrued programming expense		—		697		41		—			738
Other current liabilities		464		545		563		—			1,572
Total current liabilities		472		1,678		1,051		(243	)		2,958
Long-term debt		19,617		2,714		—		—			22,331
Mandatorily redeemable preferred equity		—		1,928		300		(1,928	)		300
Deferred income tax liabilities, net		8,955		4,428		4,360		(8,786	)		8,957
Long-term payables to affiliated parties		4,640		512		8,704		(13,856	)		—
Other liabilities		188		108		163		—			459
TWC shareholders’ equity:
Due to TWC and subsidiaries		—		7		571		(578	)		—
Other TWC shareholders’ equity		8,685		16,315		27,409		(43,724	)		8,685
Total TWC shareholders’ equity		8,685		16,322		27,980		(44,302	)		8,685
Noncontrolling interests		—		3,646		—		(3,642	)		4
Total equity		8,685		19,968		27,980		(47,944	)		8,689
Total liabilities and equity	$	42,557	$	31,336	$	42,558	$	(72,757	)	$	43,694

38

TIME WARNER CABLE INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Operations
Three Months Ended March 31, 2010

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	741		$	3,858		$	—		$	4,599
Costs of revenues		—			434			1,761			—			2,195
Selling, general and administrative		—			20			715			—			735
Depreciation		—			188			555			—			743
Amortization		—			—			65			—			65
Intercompany royalties		—			(86	)		86			—			—
Restructuring costs		—			5			6			—			11
Total costs and expenses		—			561			3,188			—			3,749
Operating Income		—			180			670			—			850
Equity in pretax income of consolidated subsidiaries		553			359			53			(965	)		—
Interest expense, net		(67	)		(126	)		(154	)		—			(347	)
Other income (expense), net		—			1			(16	)		—			(15	)
Income before income taxes		486			414			553			(965	)		488
Income tax provision		(272	)		(197	)		(191	)		387			(273	)
Net income		214			217			362			(578	)		215
Less: Net income attributable to noncontrolling interests		—			(25	)		—			24			(1	)
Net income attributable to TWC shareholders	$	214		$	192		$	362		$	(554	)	$	214

39

TIME WARNER CABLE INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Operations
Three Months Ended March 31, 2009

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	940		$	3,474		$	(50	)	$	4,364
Costs of revenues		—			528			1,654			(50	)		2,132
Selling, general and administrative		—			119			606			—			725
Depreciation		—			180			511			—			691
Amortization		—			—			57			—			57
Restructuring costs		—			22			21			—			43
Total costs and expenses		—			849			2,849			(50	)		3,648
Operating Income		—			91			625			—			716
Equity in pretax income (loss) of consolidated subsidiaries		597			457			(56	)		(998	)		—
Interest income (expense), net		(222	)		(106	)		38			—			(290	)
Other expense, net		(34	)		(7	)		(10	)		—			(51	)
Income before income taxes		341			435			597			(998	)		375
Income tax provision		(177	)		(190	)		(187	)		363			(191	)
Net income		164			245			410			(635	)		184
Less: Net income attributable to noncontrolling interests		—			8			—			(28	)		(20	)
Net income attributable to TWC shareholders	$	164		$	253		$	410		$	(663	)	$	164

40

TIME WARNER CABLE INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Cash Flows
Three Months Ended March 31, 2010

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash provided (used) by operating activities	$	(41	)	$	16		$	1,182		$	229		$	1,386
INVESTING ACTIVITIES
Acquisitions and investments, net of cash acquired and distributions received		35			(129	)		21			90			17
Capital expenditures		—			(45	)		(691	)		—			(736	)
Other investing activities		—			—			2			—			2
Cash provided (used) by investing activities		35			(174	)		(668	)		90			(717	)
FINANCING ACTIVITIES
Borrowings (repayments), net		(1,130	)		(36	)		—			(90	)		(1,256	)
Proceeds from exercise of stock options		39			—			—			—			39
Payment of cash dividend		(144	)		—			—			—			(144	)
Net change in investments in and amounts due to and from consolidated subsidiaries		506			238			(515	)		(229	)		—
Other financing activities		—			4			1			—			5
Cash provided (used) by financing activities		(729	)		206			(514	)		(319	)		(1,356	)
Increase (decrease) in cash and equivalents		(735	)		48			—			—			(687	)
Cash and equivalents at beginning of period		1,048			—			—			—			1,048
Cash and equivalents at end of period	$	313		$	48		$	—		$	—		$	361

41

TIME WARNER CABLE INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Cash Flows
Three Months Ended March 31, 2009

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash provided by operating activities	$	701		$	132		$	283		$	25		$	1,141
INVESTING ACTIVITIES
Acquisitions and investments, net of cash acquired and distributions received		33			(3,589	)		(63	)		3,628			9
Capital expenditures		(11	)		(224	)		(534	)		—			(769	)
Other investing activities		—			—			1			—			1
Cash provided (used) by investing activities		22			(3,813	)		(596	)		3,628			(759	)
FINANCING ACTIVITIES
Borrowings (repayments), net		(1,510	)		38			—			1,472			—
Borrowings		8,614			—			—			—			8,614
Repayments		(3,182	)		—			—			—			(3,182	)
Debt issuance costs		(11	)		—			—			—			(11	)
Payment of special cash dividend		(10,856	)		—			—			—			(10,856	)
Net change in investments in and amounts due to and from consolidated subsidiaries		1,195			(1,533	)		313			25			—
Cash provided (used) by financing activities		(5,750	)		(1,495	)		313			1,497			(5,435	)
Decrease in cash and equivalents		(5,027	)		(5,176	)		—			5,150			(5,053	)
Cash and equivalents at beginning of period		5,395			5,204			—			(5,150	)		5,449
Cash and equivalents at end of period	$	368		$	28		$	—		$	—		$	396

42

Part II. Other Information

Item 1. Legal Proceedings.

     Reference is made to the lawsuit filed by Brantley, et al. described on page 23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”). On April 19, 2010, plaintiffs appealed the district court’s decision to dismiss the Third Amended Complaint with prejudice, terminating the action.

     Reference is made to the lawsuit filed by Mecklenburg County described on page 23 of the 2009 Form 10-K. On February 25, 2010, Mecklenburg County filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit seeking review of the district court’s grant of Time Warner Entertainment-Advance/Newhouse Partnership’s motion for summary judgment.

Item 1A. Risk Factors.

     There have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A of the 2009 Form 10-K.

Item 6. Exhibits.

     The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as a part of this report and such Exhibit Index is incorporated herein by reference.

43

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TIME WARNER CABLE INC.
By:	/s/ Robert D. Marcus
	Name:	Robert D. Marcus
	Title:	Senior Executive Vice President and Chief Financial Officer

Date: April 29, 2010

44

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

Exhibit
Number		Description
	10.1	Amended and Restated Employment and Termination Agreement, dated as of June 1, 2000, between Time Warner Entertainment Company, L.P. (“TWE”) and Marc Lawrence-Apfelbaum (as renewed through 2012).
	10.2	First Amendment, effective as of January 1, 2008, to Employment Agreement between TWE and Marc Lawrence-Apfelbaum.
	10.3	Letter agreement, dated December 10, 2009, between TWE and Marc Lawrence-Apfelbaum.
	10.4	Second Amendment, effective as of January 1, 2010, to Employment Agreement between TWE and Marc Lawrence-Apfelbaum.
	18	Preferability Letter from Ernst & Young LLP.
	31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
	31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
	32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.†
	101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on April 29, 2010, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheet as of March 31, 2010 and December 31, 2009, (ii) Consolidated Statement of Operations for the three months ended March 31, 2010 and 2009, (iii) Consolidated Statement of Cash Flows for the three months ended March 31, 2010 and 2009, (iv) Consolidated Statement of Equity for the three months ended March 31, 2010 and 2009, (v) Notes to Consolidated Financial Statements and (vi) Supplementary Information — Condensed Consolidating Financial Statements.†

† This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the Company specifically incorporates it by reference.

45

EX-10.1

Exhibit 10.1

     Amended and Restated Employment and Termination Agreement dated as of June 1, 2000, between Time Warner Cable, a division of Time Warner Entertainment Company, L.P., a Delaware limited partnership (the “Company”), and the employee whose name appears on the last page hereof (the “Employee”). Employee and the Company (or its predecessor) previously entered into the original Employment and Termination Agreement dated as of June 29, 1989 (as amended from time to time, the “Original Agreement”).

     The Company and Employee hereby agree to amend and restate the Original Agreement in its entirety, and to continue Employee’s employment with the Company, on the following terms and conditions:

     1. Term. The Company hereby employs Employee and Employee hereby accepts such employment upon the terms and conditions hereof for a term commencing on the date of this Agreement as set forth above and, subject to the following sentences of this Section, ending on December 31, 2002. Unless Employee’s employment under this Agreement is otherwise terminated in accordance with Sections 5, 6 or 7, during the period between November 1st to November 30th of 2000 and each year thereafter, the Company shall notify Employee in writing (using the form attached hereto as Exhibit A) of its determination either to extend the term of this Agreement on the same terms and conditions for an additional year, or to terminate Employee’s employment under this Agreement in accordance with Section 6(b), effective as provided in such notice. If the Company shall so notify Employee of its determination to extend the term of this Agreement and Employee accepts such extension in writing prior to December 20th of such year, then, unless Employee’s employment under this Agreement is otherwise so terminated, this Agreement shall as of the January 1st immediately thereafter have a remaining unexpired term of three calendar years. If Employee fails to accept (using such form) any such extension in writing prior to any such December 20th, Employee shall be deemed to have given written notice of termination without cause as provided in Section 5(a); such termination shall be effective 90 days after such December 20th and the provisions of Section 5(a) shall govern as to the terms of such termination. Except as provided in this Section 1 and Sections 5, 6 or 7. Employee’s employment under this Agreement may not be terminated. Sections 8 through 23 and 25 through 32 shall survive any termination of Employee’s employment under this Agreement.

     2. Duties. Employee shall serve in his or her current management position with the title indicated on the last page hereof or, subject to Section 5, in such other senior management position as the Company shall determine. Subject to the foregoing, Employee shall perform such duties as may be assigned by the Company to Employee from time to time, and shall travel for business purposes to the extent reasonably necessary or appropriate in the performance of such duties.

     Employee shall perform such duties on a full time basis (subject to the Company’s written policies on vacations, illness, government service, sabbaticals, etc. applicable to employees at Employee’s level); provided, however, that Employee shall not be precluded from devoting such time to personal affairs as shall not interfere with the performance of his or her duties hereunder. In performing his or her duties hereunder, Employee shall comply with the Company’s and Time Warner lnc.’s (“TWI”) written policies on conflict of interest, service as a director of another company and other policies and procedures of the Company and TWI, including as described in TWI’s Statement of Corporate Policy and Compliance Program Manual, as may be amended or revised from time to time, copies of which, as currently in effect, Employee acknowledges having received. References

in this Agreement to employees at Employee’s level shall mean members of the Executive Group (defined as individuals with an assigned executive compensation level with eligibility for the Long Term Cash Plan and Tier I Level Stock Options, or such other substitute plans as the Company may designate from time to time).

     3. Compensation. The Company shall pay Employee an annual salary in respect of each calendar year of not less than the amount set forth on the last page hereof and an annual bonus in respect of each calendar year based on a target percentage of the annual salary paid to Employee during such calendar year of not less than the percentage set forth on the last page hereof. Subject to Section 5, Employee acknowledges that his or her actual annual bonus (the “Annual Bonus”) may vary, depending on actual performance of the Company and Employee; provided, however, that Employee shall be entitled to a minimum Annual Bonus in respect of each calendar year equal to one-half of the bonus calculated based on such target percentage (the “Target Bonus”) for such calendar year. Employee shall also be eligible to participate in any stock bonus, stock option, restricted stock, long-term incentive, deferred compensation or other executive compensation plan, whether now existing or established hereafter, to the extent employees at Employee’s level are generally deemed eligible to participate therein (collectively, the “Incentive Plans”).

     The Company shall evaluate the performance of Employee at least annually in accordance with the Company’s personnel evaluation practices, as may be in effect from time to time, and shall determine, in its sole discretion, but subject to Section 5 and the second sentence of this Section 3, the amount of any annual salary increase, the amount of any Annual Bonus, whether to increase the target percentage of Employee’s Annual Bonus, and the extent of Employee’s participation, if any, in the Incentive Plans.

     The Company shall pay or reimburse Employee, in accordance with Company policies applicable to employees at Employee’s level, for all travel, entertainment and other business expenses actually incurred or paid by Employee (while an active employee) in the performance of his or her duties hereunder, if properly substantiated and submitted.

     4. Benefits. Employee shall be eligible to participate in any pension, profit-sharing, employee stock ownership, deferred compensation, vacation, insurance, hospitalization, medical, health, disability and other employee benefit or welfare plan, program or policy whether now existing or established hereafter (collectively, the “Benefit Plans”), to the extent that employees at Employee’s level are generally deemed eligible under the general provisions thereof.

     5. Termination By Employee.

          (a) General. Except as provided in Sections 1 or 5(b) or by reason of Employee’s retirement under the terms of Section 5(c) or of any retirement plan in which employees of the Company are generally eligible to participate, Employee may not terminate his or her employment under this Agreement except upon 90 days prior written notice and only if notice of termination has not previously been given under any other Section hereof. Upon the effectiveness of such termination, Employee’s employment with the Company will terminate and Employee shall be entitled to receive (i) any earned and unpaid portion of annual salary accrued through the date of such termination, and (ii) subject to the terms thereof, all benefits which may be due to Employee under the provisions of any Benefit Plan and Incentive Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her Annual Bonus with respect to the year in which such termination occurs.

2

          (b) Following a Change in Control.

                (i) Provided that notice of termination has not previously been given under any other Section hereof, Employee shall have the right to terminate his or her employment with the Company under this Agreement for cause upon 30 days prior written notice delivered to the Company at any time within 180 days after Employee has actual knowledge of the occurrence of any of the following events, but only if any such event occurs within three years following a Change in Control, indicating in such notice which event has occurred:

                     A. A change in the location of Employee’s office or (if the Employee’s work is located at the Company’s principal executive offices) of the Company’s principal executive offices, to a place which is more than 50 miles from the location of Employee’s office or the location of the Company’s principal executive offices, immediately prior to the occurrence of a Change in Control;

                     B. A material reduction in Employee’s decision-making, budgetary, operating, staff and other responsibilities, taken as a whole, from such responsibilities immediately prior to the occurrence of a Change in Control, or a change in the person or persons to whom Employee reported immediately prior to the occurrence of a Change in Control, to a person or persons of lesser rank, title or responsibility;

                     C. A reduction in the aggregate cash compensation (consisting of annual salary and Annual Bonus) paid or to be paid to Employee by the Company in respect of any calendar year to an amount which is more than 10% below the highest such aggregate cash compensation paid to Employee by the Company with respect to any preceding calendar year;

                     D. A reduction in the aggregate benefits granted to Employee under the Benefit Plans and Incentive Plans in any calendar year such that the aggregate value thereof to Employee is reduced by more than 10% from the highest value of the benefits granted to Employee (determined on a consistent basis) for any calendar year after 1987;

                    E. Any failure by the Company to obtain the express written assumption of the Agreement by agreement of any successor of the Company of any assignee of all or substantially all of its assets at or prior to such succession or assignment (such assumption not relieving the Company of any liability hereunder); or

                    F. Any material breach of this Agreement by the Company.

               (ii) Upon the expiration of the 30-day notice period provided in Section 5(b)(i), Employee’s employment shall be terminated and Employee shall be relieved of his or her management position with the Company and his or her duties hereunder. Upon Employee’s termination of employment with the Company under this Section 5(b), Employee shall receive:

                         (t) subject to the terms thereof, all benefits which may be due to Employee under the provisions of any Benefit Plan and Incentive Plan;

                         (u) a lump sum severance payment within 30 days following the effective date of such termination in an amount equal to three times the sum of (1) Employee’s annual salary (including for this purpose any deferred salary, if such a program has been offered by the Company) at the rate in effect as of Employee’s termination of employment or immediately prior to the Change in Control, whichever is greater, plus (2) the greater of (xx) the average of the two most recent Annual Bonuses received by Employee immediately prior to Employee’s termination of employment or immediately prior to the Change in Control, whichever is greater, and (yy) Employee’s then applicable Target Bonus amount or the Employee’s applicable Target Bonus amount in effect immediately prior to the Change in Control, whichever is greater;

3

                         (v) in addition to any retirement benefits to which Employee is entitled under any defined benefit pension plan, any supplemental retirement or excess benefit plan maintained by the Company, TWI or any of their respective subsidiaries or any successor plans thereto (hereinafter collectively referred to as the “Pension Plans”), a lump sum severance payment within 30 days following Employee’s termination of employment, in an amount equal to the excess of (1) over (2), where (1) equals the aggregate retirement pension to which Employee would have been entitled under the terms of the Pension Plans (without regard to any amendment to the Pension Plans made subsequent to the Change in Control and on or prior to Employee’s date of termination of employment, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined (A) as if Employee were fully vested thereunder, (B) as if Employee had continued to be employed by the Company (after any termination pursuant to this Section 5) for such additional period of time (the “Pension Period”), not exceeding three years, which would provide the maximum payment to Employee under this subparagraph (v) but in no event shall Employee be deemed to have continued to be employed by the Company after his or her normal retirement age as defined in the Time Warner Cable Pension Plan, (C) as if Employee had accumulated compensation during the Pension Period in an amount equal to the amount computed in Section 5(b)(ii)(u) and as if such compensation was paid to Employee at the time each such amount would have been paid had Employee remained an employee of the Company (as limited by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”)) and (D) by taking into account any early retirement subsidies associated therewith and Employee’s actual age at the expiration of the Pension Period and based on the assumptions provided in the Time Warner Cable Pension Plan for purposes of calculating alternative forms of benefits, as a lump sum payment commencing at age 65 or any earlier date, but in no event earlier than the expiration of the Pension Period, whichever lump sum value is greatest; and where (2) equals the aggregate vested retirement pension (taking into account any early retirement subsidies associated therewith and determined, based on the assumptions provided in the Time Warner Cable Pension Plan for purposes of calculating alternative forms of benefits as a lump sum benefit commencing at age 65 or any earlier date, but in no event earlier than the date of Employee’s termination of employment, whichever lump sum value is greatest) to which Employee is then entitled pursuant to the provisions of the Pension Plans;

                         (w) in addition to any benefits to which Employee is then entitled under any defined contribution employee benefit plan maintained by the Company, TWI or any of their respective subsidiaries or any successor plan thereto (the “Savings Plan”), a lump sum payment within 30 days following Employee’s termination in an amount equal to three times Employee’s eligible compensation (as defined below) times (1) the employer’s rate of contribution as a percentage of eligible compensation to Employee’s accounts under the Savings Plan and any employer matching contribution as a percentage of eligible compensation to Employee’s account under the Savings Plan, in each case, for the calendar year immediately prior to Employee’s termination of employment or the calendar year immediately prior to the Change in Control, whichever is greater, with Employee’s eligible compensation defined as the lump sum severance payment in Section 5(b)(ii)(u) above divided by three but subject to the limitations set forth in the definition of Compensation in each Savings Plan, respectively, for each calendar year, or (2) if Employee was not eligible to participate in the Savings Plan during the calendar year immediately prior to Employee’s termination of employment and the calendar year immediately prior to the

4

Change in Control on account of Employee’s failure to satisfy the minimum age and/or service requirements, if any, for participation in the Savings Plan, the amount which would have been contributed as employer contributions to Employee’s account under the Savings Plan, had Employee been eligible to so participate, and had Employee participated at the highest contribution rate permissible under the terms of the Savings Plan for the calendar year immediately prior to Employee’s termination of employment or the calendar year immediately prior to the Change in Control, whichever calendar year yields the greater contribution with Employee’s compensation defined as the lump sum severance payment in Section 5(b)(ii)(u) above divided by three, but subject to the limitation set forth in the definition of Compensation in each Savings Plan, respectively, for each calendar year (the total cash payments payable to Employee under these Sections 5(b)(ii)(u), (v) and (w) are hereinafter referred to as the “Severance Payment”);

                         (x) for a period of three years beginning with Employee’s termination of employment, continued eligibility and enrollment (including family coverage, if any), without a premium charge therefor, in hospital, medical and dental insurance plans providing substantially equivalent benefit coverage to those plans in which Employee was enrolled immediately prior to the Change in Control unless waived in writing by Employee (or, in the event such coverage cannot be provided, substantially similar benefits); provided, however, that benefits otherwise receivable by Employee pursuant to this Section 5(b)(ii)(x) shall be reduced to the extent comparable benefits are actually received by Employee from a subsequent employer during the three-year period following Employee’s termination of employment, which comparable benefits actually received by Employee shall be reported by the Employee to the Company upon the Company’s request;

                         (y) for a period beginning with Employee’s termination of employment under this Section 5(b) (or any other Section hereof expressly referencing this provision) and ending on the earlier to occur of (1) the expiration of one year or (2) his or her commencement of full-time employment with a subsequent employer, the Company shall provide to Employee, without charge to Employee, the use of reasonable office space and reasonable office facilities as designated by the Company, together with reasonable secretarial services in each case appropriate to an employee of Employee’s position and responsibilities prior to such termination of employment; and

                         (z) reimbursement of fees and expenses incurred for financial and tax counseling services selected by Employee; provided that such reimbursement shall not exceed $10,000.

          (c) Retirement Option. Provided that, at the time of election, the Employee (x) is actively employed by the Company, (y) has reached the age of 55, and (z) has been employed by the Company as member of the Executive Group for at least five years the Employee may elect, by providing written notice to the Company in the form attached hereto as Exhibit B, the Retirement Option, as outlined below:

               (i) Within 15 days of the Employee’s exercise of the Retirement Option, the Company and the Employee will attempt to agree upon the length a “Transition Period” of between six and 12 months. The Transition Period shall commence as of the date of Employee’s written notice to the Company of Retirement Option.

                    A. If the parties are unable, within the 15-day period, to agree on the length of the Transition Period, then the Transition Period shall be for six months.

5

                    B. During the Transition Period, the Employee will remain actively employed, at Employee’s then-current rate of compensation, and, in addition to Employee’s other regular functions and responsibilities, will assist the Company in identifying, recruiting, and training the Employee’s replacement. The Employee will continue to be responsible for the management, direction, and performance of his/her division, operating unit or department during the Transition Period to the full extent that Employee was so responsible prior to the Transition Period.

               (ii) At the conclusion of the Transition Period, the term of employment hereunder will cease and Employee will become an advisor to the Company (the “Advisory Period”) as follows:

                    A. The Advisory Period will extend for 36 months. During the Advisory Period, the Employee will receive compensation as follows: (x) for the first 12 months, Employee’s then-current annual salary and bonus; (y) for the second 12 months, annual salary, plus 50% bonus; and (z) for the third 12 months, annual salary only. The bonus amount paid in (x) and (y) will be calculated as follows: The bonus amount paid will be the greater of Target Bonus or the average of the two most recent full year Annual Bonuses. All payments pursuant to this subsection shall be made in accordance with the Company’s ordinary timing and procedures for salary and bonus compensation.

                    B. The Employee will continue to vest in any outstanding stock options and long-term cash incentives (or any other similar plan) during the Advisory Period; however, the Employee will not be entitled to any additional awards or grants. The Employee will also continue to be eligible to participate in any benefit plan (including medical, dental and vision care, long-term disability, and life insurance) as if he/she were actively employed during the Advisory Period. If the Employee elected premium reimbursement from the Company in lieu of full group term life insurance, the payments in effect at the end of the Transition Period will be continued until the end of the Advisory Period. If the Employee did not elect premium reimbursement from the Company, group term life insurance equal to the amount provided at the end of the Transition Period will be continued until the end of the Advisory Period.

                    C. The Employee will not be provided with office space or secretarial services by the Company during the Advisory Period. However, as soon as possible following the end of the Transition Period, the Employee will receive a lump-sum payment of $10,000, less appropriate taxes and deductions, as reimbursement for office expenses incurred during the Advisory Period. No further payments or reimbursements will be made for office space or secretarial services during the Advisory Period.

                    D. During the Advisory Period, the Employee will be eligible for reimbursement of financial and estate planning expenses, in the same amount and under the same terms as other employees at Employee’s level.

                    E. The Employee shall not be eligible for a Company-provided car or car allowance during the Advisory Period. Any Company-provided car in the possession of the Employee will be returned by Employee to the Company prior to commencement of the Advisory Period.

                    F. During the Advisory Period, the Employee will provide such advisory services concerning the business, affairs and management of the Company as may be requested by the Company’s management, but shall not be required to devote more than five days per month (up to eight hours per day), to such services. The services shall be performed at a time and place mutually convenient to both parties. The Company will reimburse the Employee for any

6

expenses reasonably and necessarily incurred in providing such services, other than expenses of the nature set forth in Section 5(c)(ii)(C). The Company may require proof of the expenses incurred, via receipts or other appropriate documentation.

                    G. The election of this Retirement Option, including the compensation and benefits payable during the Transition Period and the Advisory Period described herein above, are in lieu of any and all benefits, compensation, and payments otherwise available under this Agreement. Employee shall have no further rights to such compensation and benefits hereunder, except as outlined in this Section 5(c), once Employee elects this Retirement Option. Employee will continue to be bound to Employee’s obligations under this Agreement, except where expressly modified herein.

                    H. If the Employee accepts other employment during the Advisory Period, (1) he/she will be terminated from payroll and will receive a lump-sum payment for the balance of the salary and bonuses payable during the Advisory Period and (2) his/her participation in all incentive, benefit and insurance plans or perquisites of the Company including Stock Option and Long Term Cash Plans, shall be determined in accordance with Company procedures and plan documents. Notwithstanding the preceding sentence, if the Employee accepts employment with any not-for-profit Entity (defined as an entity that is exempt or in the process of obtaining exemption from federal taxation under Section 501(c)(3) of the Internal Revenue Code), then the Employee shall be entitled to remain on the payroll of the Company and receive the payments as provided above.

                    I. Unless specifically requested by the Company, the Employee will not be expected to attend any management meetings, trade shows, conferences, or other similar events or activities, and will not be reimbursed for the costs of such activities during the Advisory Period.

                    J. The Employee’s election of the Retirement Option as outlined herein shall be irrevocable.

                    K. The Employee shall, in partial consideration for the payments to be made pursuant to Employee’s election of the Retirement Option, execute and deliver to the Company a release as described in Section 6(b).

     6. Termination by Company.

          (a) For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event. Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid annual salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan and Incentive Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her Annual Bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean that Employee (x) has materially breached this Agreement resulting in material financial loss or substantial embarrassment to the Company and, after having been given written notice thereof by the Company, Employee has failed to correct such breach within 30 days after receipt of such notice, or (y) has been convicted of, or has pleaded nolo contendere to, a felony, whether or not related to the affairs of the Company, and whether or not any right to appeal has been exercised.

          (b) Other. Provided that notice of termination has not previously been given under

7

any other Section hereof, the Company shall have the right at any time to terminate Employee’s employment under this Agreement without cause, by giving written notice thereof to Employee.

               (i) If such notice is given to Employee within three years following the occurrence of a Change in Control, Employee shall be entitled to receive, subject to the terms thereof, all benefits which may be due to Employee under the provisions of any Benefit Plan and Incentive Plan and all other payments and benefits in the amounts and upon the terms and conditions provided in Sections 5(b)(ii)(u), (v), (w), (x), (y) and (z).

               (ii) If such notice is so given to Employee prior to the occurrence of a Change in Control, or more than three years following a Change in Control, Employee shall be entitled to receive, subject to the terms thereof, all benefits which may be due to Employee under the provisions of any Benefit Plan and incentive Plan, and to elect, within 30 days after receiving such notice, either (A) to receive an amount equal to the payment provided in Section 5(b)(ii)(u) or (B) be placed on a leave of absence (the “Leave”) as an inactive employee of the Company for a period (as determined by Employee) of up to three years following the date notice of termination is given by the Company pursuant to this Section 6(b), in which case Employee shall be relieved of his or her management position with the Company and his or her duties hereunder, and shall continue to receive both annual salary at an annual rate equal to his or her annual rate in effect immediately prior to his or her termination of employment and Annual Bonuses in respect of each of such three calendar years (in each case payable in accordance with the regular practices of the Company), each such bonus to be in an amount equal to the greater of (xx) the average of the two most recent full year Annual Bonuses earned by the Employee immediately prior to his or her termination of employment and (yy) Employee’s then applicable Target Bonus amount; provided, however, that if Employee accepts full-time employment with any other person or corporation, partnership, trust, government or other entity (“Entity”) during such three-year period or notifies the Company in writing of his or her intention to terminate his or her employment during such period. Employee shall cease to be an employee of the Company effective upon the commencement of such employment, or the effective date of such termination as specified by Employee in such notice, and shall be entitled to receive, subject to the terms thereof, all benefits due to Employee under the provisions of any Benefit Plan and Incentive Plan and a lump sum cash payment for the balance of the salary and bonuses Employee would have been entitled to receive pursuant to this Section 6(b)(ii)(B) had Employee remained on the Company’s payroll until the end of the three-year period; provided further, however, that Employee shall not be entitled to receive such lump sum cash payment if he or she accepts full-time employment with any subsidiary or Affiliate of the Company. For purposes of this Agreement, the term “Affiliate” shall mean any Entity which, directly or indirectly, controls, is controlled by, is under the control of, or is under common control with, the Company.

     For the period beginning when Employee receives such notice of termination from the Company, and ending one year thereafter, Employee will, without charge to Employee, have use of reasonable office space and facilities as designated by the Company, together with reasonable secretarial services in each case appropriate to an employee of Employee’s position and responsibilities prior to such termination of employment. Employee will continue to be eligible to participate in the Company’s Benefit Plans and to receive, subject to the terms thereof, all benefits which are received by other employees at Employee’s level thereunder; however, except as otherwise provided herein. Employee will not be entitled to any awards or grants under any Incentive Plan, and Employee shall not be entitled to a Company-provided vehicle. Employee shall return any Company-provided vehicle to the Company within 30 days of the date of the Company’s Notice of Termination of Employee.

8

     If Employee leaves the payroll of the Company within one year after notice of termination is given to Employee under this Section 6(b), any aggregate lump sum payment due to Employee in accordance with Section 6(b)(ii)(B) shall be paid in two installments as follows: 75% of such amount shall be paid at the time Employee leaves the Company’s payroll, and the remaining 25% shall be paid to Employee on the date which is one year after such notice of termination has been given.

     In the event that Employee’s employment is terminated, then, in partial consideration for the Company’s obligation to make the payments described in this Section 6(b), Employee shall execute and deliver to the Company a Release containing language similar to the form as set forth in Exhibit C. The Company shall deliver such Release to Employee within a reasonable period of time after Employee has made the election provided for in this Section 6(b). If Employee shall fail to execute and deliver to the Company such Release with 30 days of Employee’s receipt thereof from the Company, Employee’s employment with the Company shall terminate effective at the end of such 30-day period and Employee shall receive, in lieu of the severance arrangements described in Section 6(b)(ii), a lump sum cash payment in an amount determined in accordance with the personnel policies of the Company then applicable.

     7. Death Benefit; Life Insurance; Disability. Provided that the term of employment has not been earlier terminated hereunder, upon the death of the Employee, this Agreement and all benefits hereunder shall terminate (except as otherwise provided in any benefit, savings, incentive or other plan or program of the Company), except that the Employee’s estate (or a designated beneficiary thereof) shall be entitled to receive: 1) If Company paid Life Insurance above $50,000 has been waived, Company paid Life Insurance of $50,000 (and Employee will be entitled to his/her Group Universal Life Insurance death benefit from the insurance company if any has been elected); or, 2) Company paid Life Insurance equal to three years’ of Employee’s Base Salary plus bonus compensation based on the greater of (a) the average of the regular Annual Bonus amounts (excluding the amount of any special or spot bonuses) received by the Employee from the Company for the most recent two years, times 3, or (b) the Employee’s then applicable Target Bonus amount multiplied by 3.

     Further, during the period the Employee is receiving periodic payments under Section 6(b)(ii)(B), the Employee will be provided with the Life Insurance benefit available prior to termination. If the Employee elected premium reimbursement from the Company in lieu of Company-paid group term life insurance, the payments in effect prior to the date notice of termination is given will be continued through the end of the salary continuation period. If the Employee did not elect premium reimbursement from the Company, group term life insurance equal to the amount provided prior to the date notice of termination is given will be continued through the end of the salary continuation period.

          (b) Disability. Provided that notice of termination has not previously been given under any Section hereof, if Employee becomes ill or is injured or disabled during the term of this Agreement such that Employee fails to perform all or substantially all the duties to be rendered hereunder and such failure continues for a period in excess of 26 consecutive weeks (a “Disability”), the Company may terminate the employment of Employee under this Agreement upon written notice to Employee at any time and thereupon Employee shall be entitled to receive (i) any earned and unpaid annual salary accrued through the date of such termination, (ii) subject to the terms thereof,

9

any benefits which may be due to Employee under the provisions of any Benefit Plan and Incentive Plan, and (iii) a lump sum cash payment equal to three times Employee’s then current annual salary and then applicable Target Bonus amount.

     8. Stock Options and Other Incentive Awards. Upon Employee’s termination of employment with the Company for any reason. Employee’s rights to benefits and payments under any stock options, restricted shares or other Incentive Plans shall be determined in accordance with the terms and provisions of such Plans and any agreements under which such stock options, restricted shares or other awards were granted. Subject to the terms of such Plans, in the event of a termination of this Agreement pursuant to the terms hereof, Employee shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other Incentive Plan awards until such time as Employee shall leave the payroll of the Company.

     9. Change in Control. For purposes of this Agreement, a “Change in Control” of TWI shall be deemed to have occurred in the event (i) the Board of Directors of TWI (the “Board”) (or, if approval of the Board is not required as a matter of law, the stockholders of TWI) shall approve (a) any consolidation or merger of TWI in which TWI is not the continuing or surviving corporation or pursuant to which shares of Common Stock of TWI (“Common Stock”) would be converted into cash, securities or other property (other than a merger of TWI in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, such as, for example, a merger effected solely in order to change the state of incorporation of TWI), or (b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of TWI’s assets, or (c) the adoption of any plan or proposal for the liquidation or dissolution of TWI, or (ii) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or Entity (other than TWI or any benefit plan sponsored by TWI or any subsidiary) (a) shall purchase any of TWI’s Common Stock (or securities convertible into TWI’s Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board, or (b) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of TWI representing 20% or more of the combined voting power of TWI’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire TWI’s securities), or (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by TWI’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; provided, however, that no such event shall be a Change in Control unless, at the time such event occurs, TWI owns, directly or indirectly, more than 50% of the voting power of the outstanding voting stock of the Company.

     10. Section 4999 Rules. In the event that Employee becomes entitled to the Severance Payment, and notwithstanding any provisions to the contrary contained in this Agreement or any other plan, arrangement or agreement including, without limitation, any stock option, restricted stock, or similar plan or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (such plans, arrangements and agreements being hereinafter referred to as the “Plans”), if any payments or benefits received or to

10

be received by Employee in connection with a Change in Control or Employee’s termination of employment, whether pursuant to the terms of this Agreement or any Plan, together with the amount, if any, by which any amount previously paid to Employee pursuant to any Plan was reduced in order to avoid the imposition of the Excise Tax (as hereinafter defined) (such amounts being hereinafter referred to as the “Parachute Payments”) would be subject to any excise tax imposed under section 4999 of the Code (or any similar tax that may hereafter be imposed) (the “Excise Tax”), then the Company will pay to Employee, within 30 days following the effective date of Employee’s termination of employment, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee, after deduction of any Excise Tax on the Parachute Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 10 will be equal to the Parachute Payments. For purposes of determining whether any of the Parachute Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change in Control or Employee’s termination of employment (whether pursuant to the terms of this Agreement or any Plan) shall be treated as ‘Parachute Payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess Parachute Payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of counsel selected by Employee, such other payments or benefits (in whole or in part) do not constitute Parachute Payments, or such excess Parachute Payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Parachute Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Parachute Payments or (B) the amount of excess Parachute Payments within the meaning of Section 280G(b)(l) of the Code (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee’s residence on the date of his or her termination of employment, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee’s employment. Employee shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by Employee to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income tax deduction) plus interest on the amount of such payment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Employee with respect to such excess) at the time that the amount of such excess is finally determined.

11

     The Company shall pay all legal fees, court costs, fees of experts and other costs and expenses when incurred by Employee in connection with Employee’s interpretation of, or determinations under, or any actual, threatened or contemplated litigation or legal, administrative or other proceeding involving the provisions of this Section 10, whether or not initiated by Employee.

     11. Trade Secrets: Work Product. Etc. Except in connection with the performance of his or her duties hereunder. Employee hereby expressly covenants and agrees that Employee will not at any time while employed by the Company or thereafter, exploit, use, sell, publish, disclose, communicate or divulge to any person or Entity, other than the Company and its subsidiaries, either directly or indirectly, any trade secrets or confidential information, knowledge or data regarding the Company or any of its subsidiaries or Affiliates or any of their respective officers, directors or employees including, without limitation, the existence and terms of this Agreement, other than such information, knowledge or data which has been released by the Company or such subsidiaries. Affiliates or others to the public (except that with respect to the terms of this Agreement Employee may communicate such terms to Employee’s spouse and Employee’s attorneys and financial advisors). Notwithstanding the foregoing, Employee may disclose such trade secrets or confidential information, knowledge, data or terms when required to do so by a court or government agency or legislative body of competent jurisdiction, provided Employee first notifies the Company orally and in writing as promptly as possible of such requirement so that the Company may either seek an appropriate protective order or waive compliance with the provisions of this Section, and provided further that if, in the absence of such protective order or waiver, Employee is nevertheless, in the written opinion of his or her counsel, reasonably acceptable to the Company, addressed to and delivered to the Company, otherwise required to disclose such information to any such court, government agency or legislative body or else stand liable for contempt or suffer other material penalty, Employee may disclose such information in such case without liability hereunder so long as such disclosure does not exceed that required by such court, government agency or legislative body.

     Employee hereby grants and assigns to the Company all rights (including, without limitation, any copyright or patent) in the results and proceeds of all services provided by Employee hereunder and all such services shall be subject in all respects to the supervision, control and direction of the Company. Any work in connection with such services shall be considered “work made for hire” under the Copyright Law of 1976 or any successor thereof, and the Company shall be the owner of such work as if the Company were the author of such work. Employee will execute and deliver to the Company any documents or instruments evidencing the Company’s ownership thereof as reasonably requested by the Company. The provisions of this Section are in addition to, and not in limitation of, any separate agreement regarding similar matters executed by the Employee.

     12. Non-Compete; Solicitation. Employee hereby expressly covenants and agrees that:

          (a) Employee will not at any time while employed by the Company and additionally for the Extended Period, be or become an officer, director, partner or employee of or consultant to or act in any managerial capacity with or own any equity interest in, any person or Entity (an “Affiliated Person”) which is a “Competitive Business Entity” (as such term is defined on Exhibit D hereto); provided, however, that ownership of less than 1% of the outstanding equity securities of any Entity listed on any national securities exchange or traded on the National Association of Securities Dealers Automated Quotation System shall not be prohibited hereby.

12

               The “Extended Period” shall mean a period of one year following (1) the date (A) Employee’s term of employment ceases under Section 5(c), or under the terms of any other retirement plan maintained by the Company or its Affiliates, (B) Employee’s employment terminates under Section 5(a), 5(b) or 6(a), or (C) notice of termination is given under Section 6(b) (each of (A), (B) and (C) being referred to herein as a “Deemed Termination”).

          (b) Employee will not at any time while employed by the Company and additionally for the Extended Period, solicit (or assist or encourage the solicitation of) any employee of the Company or any of its subsidiaries or Affiliates to work for Employee or for any person or Entity in which Employee owns or expects to own more than a 1% equity interest or for which Employee serves or expects to serve as an Affiliated Person.

          For the purposes of this Section 12(b), the phrase “solicit any employee” shall mean Employee’s contacting, or providing information to others who may be expected to contact, any employee of the Company or any of its subsidiaries or Affiliates regarding their employment status, job satisfaction, interest in seeking employment with Employee or any Affiliated Person or any related matter, but shall not include general print advertising for personnel or responding to an unsolicited request for a personal recommendation for or evaluation of an employee of the Company or any of its subsidiaries or Affiliates.

     13. Documents; Conduct. Employee hereby expressly covenants and agrees that:

          (a) Following any Deemed Termination (as defined in Section 12(a)) or at any time upon the Company’s request, Employee will promptly return to the Company all property of the Company and its subsidiaries and Affiliates in his or her possession or control (whether maintained at his or her office, home or elsewhere), including, without limitation, all copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed or written materials, documents, diaries, calendars and data of or relating to the Company or its subsidiaries or Affiliates or their respective personnel or affairs; and

          (b) Employee will not at any time denigrate, ridicule or intentionally criticize the Company or any of its subsidiaries or Affiliates or any of their respective products, properties, employees, officers or directors, including, without limitation, by way of news interviews, or the expression of personal views, opinions or judgments to the news media or in any type of public forum.

     14. Breach by Employee. Employee hereby expressly covenants and agrees that the Company will suffer irreparable damage in the event any provisions of Sections 11, 12 and 13 are not performed or are otherwise breached and that the Company shall be entitled as a matter of right to an injunction or injunctions and other relief to prevent a breach or violation by Employee and to secure its enforcement of Sections 11, 12 and 13. Resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

     15. Representations.

          (a) Employee represents and warrants to the Company that this Agreement is legal, valid and binding upon Employee and Employee is not a party to any agreement or understanding which would prevent the fulfillment by Employee of the terms of this Agreement. Employee has consulted with his or her legal, tax, financial and other advisors prior to execution and delivery of this Agreement.

          (b) The Company represents and warrants to Employee that this Agreement is legal, valid and binding upon the Company and the Company is not a party to any agreement or understanding which would prevent the fulfillment by the Company of the terms of this Agreement.

13

     16. Notice. Any notice required or permitted to be given hereunder shall be in writing (except where required to be given orally) and shall be sufficiently given if sent by registered or certified mail or delivered, in person, if to Employee at the address set forth on the last page hereof, or at such other address as Employee shall designate by written notice to the Company, and if to the Company at 290 Harbor Drive, Stamford, Connecticut 06902-6732, attention of the General Counsel or at such other address as the Company shall designate by written notice to Employee.

     17. Successors and Assigns. This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any right or obligations hereunder; provided however, that the provisions hereof shall inure to the benefit of, and be binding upon, any successor of the Company, whether by merger, consolidation, transfer of all or substantially all of the assets of the Company, or otherwise.

     18. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, irrespective of its conflicts of law rules, except for the By-laws referred to in Section 29, which shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

          To the extent that any applicable state or Federal law, rule or regulation confers upon Employee any greater benefit or right than that set forth in this Agreement, such law, rule or regulation shall control in lieu of the provisions hereof relating to such benefit or right.

     19. Mitigation. Employee shall have no obligation to mitigate damages in the event of termination of Employee’s employment under this Agreement under Section 5(b), 6(b) or 7, and, except as specifically provided in Section 5(b)(ii)(x), any payments received by Employee hereunder shall not be offset or reduced in any way by any other earnings or payments which may be received by Employee from any source. It is acknowledged and agreed that any payment which may be made by the Company or TWI to Employee under Section 5(b), 6(b) or 7 is in the nature of severance and is not a penalty payment.

     20. Withholding. All payments required to be paid by the Company to Employee under this Agreement will be paid in accordance with the payroll practices of the Company or the terms of the Benefit and Incentive Plans, as the case may be and will be subject to withholding taxes, social security and other payroll deductions in accordance with the Company’s policies applicable to employees at Employee’s level and the terms of the Benefit and Incentive Plans.

     21. Complete Understanding. This Agreement supersedes any prior contracts, understandings, discussions and agreements relating to employment between Employee, on the one hand and the Company and its subsidiaries and Affiliates, on the other, and constitutes the complete understanding between the parties with respect to the subject matter hereof. No statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein.

     22. Modification; Waiver. This Agreement cannot be changed, modified or amended and no provision or requirement hereof may be waived without the consent in writing of both the parties hereto. No waiver by either party at any time of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Subject to Section 31, no policy, procedure or practice of the Company or TWI whether in effect at the time of this Agreement or thereafter shall be deemed to modify, amend or supersede any provision of this Agreement except as contemplated or provided otherwise in this Agreement.

14

     23. Headings. The headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of this Agreement.

     24. Use of Likeness. The Company and TWI shall have the right to use Employee’s name, biography and likeness in connection with their respective businesses and that of their subsidiaries and Affiliates, but not for use as a direct endorsement.

     25. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

     26. Time Warner Inc. If, prior to a Change in Control, TWI shall at any time cease to beneficially own, either directly or indirectly, more than 50% of the voting power of the outstanding voting stock of the Company, then all references in this Agreement to TWI or a Change in Control shall thereafter not apply and shall be deemed to be deleted from this Agreement, but the validity and enforceability of all other provisions of this Agreement, except as otherwise specifically provided, shall remain in full force and effect.

     27. Set-off. The Company and its subsidiaries and Affiliates shall have no right to set-off payments owed to Employee hereunder against amounts owed or claimed to be owed by Employee to the Company or its subsidiaries or Affiliates under this Agreement or otherwise.

     28. Legal Fees. In addition to any obligation the Company may have under Sections 10 and 29, the Company shall promptly pay, upon demand by Employee, a reasonable hourly attorney’s fee, all court costs, reasonable hourly fees of experts, and other reasonable costs and expenses when incurred by Employee arising after a Change in Control in connection with any actual, threatened or contemplated litigation or legal, administrative or other proceeding relating to this Agreement to which Employee is or expects to become a party, whether or not initiated by Employee. Subject to any rights of Employee under Section 29, if the Company or, if the Company is not a party to such litigation or proceeding, the party opposing Employee shall prevail on the merits in respect of any such claim in respect of this Agreement in any such litigation or proceeding (but in no other case), then, after all rights of appeal have been exercised or lapsed. Employee shall promptly repay to the Company the amounts previously paid to Employee under this Section in respect of such claim, but without interest thereon. The foregoing sentence shall not apply with respect to any litigation or proceeding under Section 10.

     29. Indemnification. The Company shall indemnify Employee to no lesser extent than provided in the Company’s By-laws (the provisions of which are hereby incorporated by reference herein) in effect on the date of the original Agreement or the date of this Agreement (whichever is the greater extent of indemnification) notwithstanding any changes or amendments to such By-laws adversely affecting, limiting or reducing such indemnification.

     30. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

     31. Changes. The Company and its subsidiaries and Affiliates are entitled to amend, modify, terminate or otherwise change at any time or from time to time any and all Benefit Plans, Incentive Plans and policies, practices or procedures referred to in this Agreement, and all references herein to such Benefit Plans, Incentive Plans and policies, practices and procedures shall be to such as from time to time in effect except as otherwise specifically herein provided.

15

     32. Resolution of Disputes. Except as provided for in Section 14 above, the Company and the Employee agree that any claim, dispute, controversy or the like (collectively, the “Dispute”) arising out of or relating to this Agreement (including the Exhibits annexed hereto), including, without limitation, its validity or a breach thereof, shall be resolved by binding arbitration in accordance with the rules of the Commercial Tribunal of the American Arbitration Association (“AAA”). The Company and the Employee further agree that any Dispute relating to, arising in the context of, or being asserted for the first time after, termination of the term of employment including but not limited to any alleged violation of any local, state or federal anti-discrimination statute or ordinance, or any Dispute that Employee was subjected to discriminatory harassment in violation of any local, state or federal anti-discrimination statute, shall also be resolved by binding arbitration in accordance with the rules of the AAA. The Company and the Employee expressly waive their rights, if any, to a trial of any such Disputes by a jury.

     The Company and the Employee agree that (a) any Dispute shall be arbitrated by three neutral arbitrators who shall issue a written opinion and award, (b) the award may be vacated in the event of bias, corruption, fraud or where an arbitrator exceeds his/her powers, and (c) judgment upon the award may be entered in any court having jurisdiction thereof.

     The Employee may choose to have the arbitration hearing take place in either Stamford, Connecticut, or New York City, New York. The Company agrees that if the Employee is the prevailing party in such arbitration, the Company shall pay the arbitrators’ fees and related AAA administrative costs.

IN WITNESS WHEREOF, Employee and the Company have caused this Agreement to be executed as of the date first above written.

TIME WARNER ENTERTAINMENT COMPANY, L.P., through its Time Warner Cable Division
By:	/s/ Glenn A. Britt

Agreed to and accepted as of
the date first above written
 

/s/ Marc J. Apfelbaum  

Marc J. Apfelbaum 

Senior Vice President, General Counsel & Secretary 

Annual Salary: $291,100.00

Target Annual Bonus Percentage: 50%

Address for Notices:

440 West End Avenue, #14C
New York, NY 10024

16

Exhibit A

(Date)

Dear (Employee)

In accordance with the provisions of Section 1 of the Amended and Restated Employment and Termination Agreement (the “Agreement”) dated as of January 1, 2000, between you and Time Warner Cable (the “Company”), notice is hereby given to you of the Company’s determination to extend the term of the Agreement for an additional year.

Please indicate your acceptance of the foregoing extension of the Agreement by signing the enclosed copy of this letter and returning it to the Company by December 20th. Pursuant to Section 1 of the Agreement, failure to do so will be deemed an election by you to terminate your employment without cause pursuant to Section 5(a) of the Agreement.

Very truly yours,
TIME WARNER CABLE, A Division of
TIME WARNER ENTERTAINMENT COMPANY, L.P.

By:  

Accepted:
 

Signature 

Date 

1

Exhibit B

Time Warner Cable
290 Harbor Drive
Stamford, Connecticut 06902-2266

Attention: General Counsel

Dear [Marc]:

Pursuant to Section 5(c) of my Employment Agreement, this is to advise you of my election of the Retirement Option provided therein, effective as of the date of this letter.

Pursuant to Section 5(c)(i). I suggest a Transition Period of                      months, ending on                                         .

Sincerely yours,

[Employee]

2

Exhibit C

CONFIDENTIAL

SEPARATION AGREEMENT AND RELEASE

          This Separation Agreement and Release (this “Agreement”), effective as of the date set forth in Paragraph 30 below, is made and entered into by and between Time Warner Cable (the “Company”), a division of Time Warner Entertainment Company, L.P., and                                          (the “Employee”). The Company and Employee are from time to time referred to herein as the “parties.” By this Agreement, the parties intend to, and do hereby settle any and all differences, disputes, grievances, claims, charges and complaints, whether known or unknown, accrued or unaccrued, actual or alleged that Employee either has or arguably may have against the Company, its affiliates including, but not limited to, Time Warner Inc., and each of their respective subsidiaries or predecessors or successors thereto (hereinafter respectively “Affiliates” and “Subsidiaries”) or that the Company, its Affiliates or Subsidiaries either have or arguably may have against Employee, as discussed herein.

          In consideration of the mutual covenants, conditions and obligations set forth herein, the parties agree as follows:

          [1. Pursuant to Section 6(b)(ii)(A) of the Amended and Restated Employment and Termination Agreement, dated as of June 1, 2000, between the Company and Employee (“the Employment Agreement”), Employee shall receive a one-time lump sum payment equal to $                    .].

          [1. Pursuant to Section 6(b)(ii)(B) of the Amended and Restated Employment and Termination Agreement, dated as of June 1, 2000, between the Company and Employee (the “Employment Agreement”). Employee shall be placed on a leave of absence (the “Leave”) as an inactive employee of the Company for 36 months following the date of termination of the term of employment, whether or not he/she becomes disabled as provided for in Section 7(b) of the Employment Agreement. During the Leave, Employee shall receive his/her regular annual earnings of $                     less statutory deductions and other voluntary deductions (i.e., group insurance) paid biweekly through                     . Employee shall also receive an Annual Incentive Plan bonus (AIP) payment of $                      each year, less statutory deductions, for three years, payable in [month] of                     ,                     , and                     . [The Employee shall also receive a prorated payment of $                     to be paid in February of                     . ] If the Employee accepts full-time employment with any other person or Entity during such Leave or notifies the Company in writing of his/her intention to terminate his/her status as an inactive employee on Leave, then the Employee will be terminated from payroll and will receive, subject to the terms thereof, all benefits due to Employee under the provision of any Benefit Plan and Incentive Plan and a lump sum payment in an amount representing the balance of the annual salary and bonuses payable during the three-year period pursuant to Section 6(b)(ii)(B) of the Employment Agreement. (Notwithstanding the preceding sentence, if the Employee accepts full-time employment with any subsidiary or Affiliate of the Company (for this purpose only, as “Affiliate” is defined in the Employment Agreement), then the periodic annual salary and bonus payments provided for in Section 6(b)(ii)(B) of the Employment Agreement shall cease, and the Employee shall not be entitled to any such lump sum payment.) If the Employee leaves payroll within one year after separation from the Company, any lump-sum payment will be paid in two installments. At the

3

time the Employee leaves payroll, 75% will be paid; the remaining 25% will be paid on the first anniversary date of the notice of termination. By signing this agreement Employee acknowledges his obligation to inform the Company of the date the new position will commence immediately after accepting other employment.

          2. The parties agree that Employee’s Time Warner stock options granted under the Time Warner Stock Option Plan (the “Option Plan”) will continue to vest during the period the Employee remains on payroll.

          3. The parties agree that the Employee’s rights under the Time Warner Cable Long Term Cash Plan shall be determined by the provisions of the Plan as in effect on the date of this Agreement. If active employees receive payments for any cycles of this Plan for which the Employee received a grant, the Employee will be eligible to receive a payment at the end of each cycle. Any such payments will be prorated based on the date the Employee terminates from payroll. The Employee received grants under the                     ,                     , and                      Long Term Cash Plans.

          4. The parties agree that the Employee’s pension rights and rights in the Time Warner Cable Savings Plan shall be determined by the provisions of the Time Warner Cable Pension Plan and Savings Plan, respectively, as in effect on the date of this Agreement (collectively, the “Pension and Savings Plans”). Further, the parties agree that full distribution of the Employee account balances held in the Time Warner Cable Savings Plan may occur following termination of the Employee from payroll, upon Employee’s request.

          5. The parties agree that the Employee will be provided with coverage under the Company’s group insurance plans at the employee contribution rate as long as the Employee remains on payroll. The Employee will be subject to any increases in employee contributions and any changes in the group insurance benefit package which occur during the salary continuation period. Following termination of group insurance benefits, the Employee may continue medical, dental, and vision coverage for up to eighteen (18) months by following the applicable COBRA procedures and paying the full monthly premium.

          6. The parties agree that the Employee will be provided with the life insurance benefits and, if elected, premium reimbursements as specified under his/her Employment Agreement as long as the Employee remains on payroll.

          7. Based on the Company’s payroll records as of                      and the termination date of                                         , Employee’s unused vacation balance is                      hours. Assuming payroll records are current, this would result in a vacation payout of                     . The parties agree the vacation balance will be verified prior to payout.

          8. Under the Employment Agreement, the Employee is entitled to reasonable office space and facilities as designated by the Company, together with reasonable secretarial services, at no cost to the Employee for the one year period following the date of termination of active employment (insert date).

          9. The parties agree that the Employee will be eligible for reimbursement of financial counseling expenses during the period he remains on payroll, provided active employees at his level receive these benefits. Financial counseling expense reimbursement will be limited to the amounts available to active employees at the Employee’s level.

          10. Employee does hereby release and forever discharge the Company and its Affiliates and Subsidiaries and each of their respective officers, shareholders, subsidiaries, agents, successors, predecessors, assigns, and employees and their respective agents, heirs,

4

executors, administrators, estates, beneficiaries and representatives, of and from any and all actions, causes of action, claims, or demands for general, special or punitive damages, attorneys’ fees, expenses, or other compensation, that in any way relate to or arise out of Employee’s employment with the Company and/or its Affiliates and Subsidiaries or the termination of such employment which Employee may now or hereafter have, under any federal, state or local law, regulation or order (including without limitation, under the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 et seq., as amended, through and including the date of this Agreement), or otherwise. This release shall not apply to any act of fraud or criminal conduct by the Company, its Affiliates or Subsidiaries, of which Employee is not aware as of the date of this Agreement, nor to any act of non-compliance with terms of this Agreement by the Company.

          11. The Company, its Affiliates and Subsidiaries, do hereby release and forever discharge Employee, his/her agents, heirs, executors, administrators, estate, beneficiaries and representatives, of and from any and all actions, causes of action, claims or demands for general, special, and punitive damages, attorneys’ fees, expenses, and other compensation, that in any way relate to or arise out of the Company’s employment of Employee or the termination of such employment which the Company, its Affiliates or Subsidiaries may now or hereafter have, under any federal, state, or local law, regulation, or order, as amended, or otherwise, through and including the date of this Agreement. This release shall not apply to any act of fraud or criminal conduct by Employee of which the Company, its Affiliates or Subsidiaries are not aware as of the date of this Agreement, nor to any act of non-compliance with terms of this Agreement by Employee.

          12. Employee agrees that this Agreement shall terminate upon his/her death, and thereupon the Company shall not have any obligations hereunder, except that Employee’s estate or beneficiaries shall be entitled to all unpaid compensation payable to Employee hereunder and to all other benefits which may be due to Employee and Employee’s estate or beneficiaries at the time under the general provisions of any employee benefit plan of the Company in which Employee is then a participant.

          13. Employee hereby expressly covenants and agrees that Employee will not at any time exploit, use, sell, publish, disclose, communicate or divulge to any person or Entity, other than the Company and its Subsidiaries or Affiliates, either directly or indirectly, any trade secrets or confidential information, knowledge or data regarding the Company or any of its Subsidiaries or Affiliates or any of their respective officers, directors or employees including, without limitation, the existence and terms of this Agreement, other than such information, knowledge or data which has been released by the Company or such Subsidiaries, Affiliates or others to the public (except as permitted in Paragraph 20 below and Section 11 of the Employment Agreement).

          14. Employee hereby grants and assigns to the Company all rights (including, without limitation, any copyright or patent) in the results and proceeds of all services provided by Employee. Any work in connection with such services shall be considered “work made for hire” under the Copyright law of 1976 or any successor thereto, and the Company shall be the owner of such work as if the Company were the author of such work. Employee will execute and deliver to the Company any documents or instruments evidencing the Company’s ownership thereof as reasonably requested by the Company. The provisions of this Paragraph are in addition to, and not in limitation of, any separate agreement regarding similar matters executed by the Employee.

5

          15. Employee hereby expressly covenants and agrees that:

               (a) Employee shall not for a period of one year following                     , be or become an officer, director, partner or employee of or consultant to or act in any managerial capacity with or own any equity interest in, any Entity (an “Affiliated Person”) which is a “Competitive Business Entity” (as such term is defined on Exhibit A hereto), provided, however, that ownership of less than one percent of the outstanding equity securities of any Entity listed on any national securities exchange or traded on the National Association of Securities Dealers Automated Quotation System shall not be prohibited hereby.

               (b) Employee will not at any time for a period of one year following                      solicit (or assist or encourage the solicitation of) any employee of the Company or any of its Subsidiaries or Affiliates to work for Employee or for any person or Entity in which Employee owns or expects to own more than a one percent equity interest or for which Employee serves or expects to serve as an Affiliated Person.

     For the purpose of this Paragraph 15(b), the term “solicit any employee” shall mean Employee’s contacting, or providing information to others who may be expected to contact, any employee of the Company or any of its Subsidiaries or Affiliates regarding their employment status, job satisfaction, interest in seeking employment with Employee or any Affiliated Person or any related matter, but shall not include general print advertising for personnel or responding to an unsolicited request for a personal recommendation for or an evaluation of an employee of the Company or any of its Subsidiaries or Affiliates.

          16. Documents; Conduct. (a) Employee certifies that he has returned to the Company all property of the Company and its Subsidiaries and Affiliates in his possession or control (whether maintained at his office, home or elsewhere), including, without limitation, all copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed or written materials, documents, diaries, calendars and data of or relating to the Company or its Subsidiaries or Affiliates or their respective personnel or affairs.

               (b) Employee expressly covenants and agrees that Employee will not at any time denigrate, ridicule or intentionally criticize the Company or any of its Subsidiaries or Affiliates or any of their respective products, properties, employees, officers or directors, including, without limitation, by way of news interviews, or the expression of personal views, opinions or judgments to the news media or in any type of public forum.

          17. Employee agrees that, if called upon to do so by the Company, he/she shall truthfully testify in Court or before an administrative agency concerning matters or disputes which arose or were pending during his/her tenure with the Company. Employee further agrees to make himself/herself available, upon reasonable notice and at reasonable times, to be interviewed and to cooperate, at the request of the Company, or its counsel, in connection with any litigation, proceeding, inquiry or investigation to which the Company is or may become involved. The Company agrees that if it should call upon Employee to so testify or to be interviewed or cooperate, the Company shall reimburse Employee for expenses reasonably and necessarily incurred by Employee for testifying, being interviewed or cooperating, excluding costs and fees of any attorney whom Employee may wish to retain to represent him/her. Further, in the event Employee is called upon to testify, be interviewed or cooperate, the Company shall make available to Employee all books, documents and other discoverable items necessary for him/her to give complete and truthful testimony.

6

          18. Employee agrees that he/she will not voluntarily assist or encourage other persons to file complaints or claims of any kind against the Company. To that end, Employee agrees not to commence, prosecute or participate in (except as required by law) any action or proceeding of any kind against the Company and agrees not to assist, encourage, or provide support for, directly or indirectly, to any other person in connection with any action or proceeding of any kind against the Company, except as required by law.

          19. Employee agrees that he/she will not make any disclosure of any of the facts or circumstances giving rise to any allegations he/she has made regarding the Company or any of its employees, regarding any policies or practices of the Company, regarding his/her disagreements with any employees of the Company, or regarding any matters that came to his/her attention during the course of his/her employment by the Company. Employee also agrees that he/she will not solicit or initiate any demand or request by others for any such disclosure of any such information.

          20. Employee agrees that he/she will not disclose the financial terms of this Agreement to any person, firm, corporation or other entity, except that Employee may disclose the financial terms to federal or state tax authorities, his/her attorneys, accountants, or family and, subject to the condition precedent that he deliver to the Company upon request a confidentiality agreement in customary form, if he/she is applying for credit, to the lenders involved. Notwithstanding the foregoing, if Employee shall be requested or required in a judicial, administrative or governmental proceeding to disclose the financial terms of this Agreement (whether by way of oral questions, interrogatories, requests for information or documents, subpoenas or similar process), Employee will notify the Company (attention of General Counsel) as promptly as possible of such request or requirement so that the Company may either seek an appropriate protective order or waive Employee’s compliance with the provisions of this paragraph. If, in the absence of such protective order or waiver, Employee is nevertheless, in the written opinion of Employee’s counsel, otherwise required to disclose the financial terms of this Agreement to any court, government agency or tribunal or else stand liable for contempt or suffer other censure or penalty, Employee may disclose such financial terms to such court, governmental agency or tribunal without liability hereunder.

          21. It is expressly understood and agreed that the payment(s) by the Company of the amounts set forth herein is being given to Employee in return for Employee’s agreements and covenants contained in this Agreement. Neither payment by the Company of the amounts set forth herein nor any term or condition contained in this Agreement shall be construed by either party at any time as an admission of liability or wrongdoing in any manner whatsoever.

          22. Employee agrees and acknowledges that in executing and delivering this Agreement, (a) he/she has done so freely and voluntarily; (b) that he/she was advised in this writing to consult with an attorney of his/her choice; (c) that he/she has had a reasonable opportunity to confer with legal counsel of his/her own choosing; (d) that he/she executed this Agreement with knowledge of all the material facts, and not as a result of any duress, concealment, fraud, or undue influence; (e) that he/she was advised that he/she would have at least [twenty-one or forty-five] days to consider this Agreement; (f) that it would become fully enforceable unless he/she revoked it in writing directed to the General Counsel of the Company within seven days of executing it; and (g) he/she will not receive any of the consideration provided for under this Agreement if he/she does not execute it or if he/she revokes it within the revocation period.

7

          23. In the event that any provision of this Agreement is found or deemed to be illegal or otherwise invalid and unenforceable, whether in whole or in part, such invalidity shall not affect the enforceability of the remaining terms hereunder.

          24. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings between the parties hereto with regard to such subject matter (provided that provisions of the Employment Agreement that survive termination and which are not in conflict with the terms hereof shall continue to survive and be in effect regardless of this Agreement). This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed therein. The terms of the Agreement may not be modified, except in writing and signed by the party against whom the enforcement of any such modification may be sought.

          25. The parties understand and agree that this Agreement is solely for the purposes set forth herein, and does not constitute, and is not intended to constitute, a general policy of the Company in dealing with employee separations.

          26. All notices, consents, requests, instructions and other communications provided for herein shall be validly given, made or served if in writing and delivered personally or sent by registered or certified mail, postage prepaid to:

Employee at:  

Company at:	Time Warner Cable
	Attention: General Counsel
	290 Harbor Drive
	Stamford, Connecticut 06902
	Attention: Beth Wann
	160 Inverness Drive West
	Englewood, Colorado 80112

          27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          28. Breach by Employee. Employee hereby expressly covenants and agrees that the Company will suffer irreparable damage in the event any provisions of Paragraphs 13, 14 or 15 are not performed or are otherwise breached and that the Company shall be entitled as a matter of right to an injunction or injunctions and other relief to prevent a breach or violation by Employee and to secure its enforcement of Paragraphs 13, 14 and/or 15. Resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

          29. Resolution of Disputes. Except as provided for in Paragraph 28 above, the Company and the Employee agree that any claim, dispute, controversy or the like (collectively, the “Dispute”) arising out of or relating to this Agreement (including the Exhibit annexed hereto), including, without limitation, its validity or a breach thereof, shall be resolved by binding arbitration in accordance with the rules of the Commercial Tribunal of the American Arbitration Association (“AAA”). The Company and Employee expressly waive their rights, if any, to a trial of any such Disputes by a jury. The Company and Employee agree that (a) any Dispute shall be arbitrated by three neutral arbitrators who shall issue a written opinion and award, (b) the award may be vacated in the event of bias, corruption, fraud or where an arbitrator exceeds his/her powers, and (c) judgment upon the award may be entered in any court having jurisdiction thereof. Employee may choose to have the arbitration hearing take place in either Stamford, Connecticut, or New York City, New York. The Company agrees that if the Employee is the prevailing party in such arbitration, the Company shall pay the arbitrators’ fees and related AAA administrative costs.

          30. Unless earlier revoked, this Agreement shall be effective on the eighth day following its execution by the Employee.

          31. Capitalized terms used but not defined herein are used as defined in the Employment Agreement.

8

          IN WITNESS HEREOF, the parties hereto have executed this Agreement, effective as of the date first above written.

TIME WARNER CABLE, a division of TIME WARNER ENTERTAINMENT COMPANY, L.P.
By:
	Title:
EMPLOYEE

EMPLOYEE NOTARY
STATE OF	)
	)	ss.:
COUNTY OF	)

          On this                      day of                                                               , before me personally came                                         , to me known and known to me to be the person described herein and who executed the foregoing Separation Agreement and General Release, and he/she duly acknowledged to me that he/she executed the same.

Notary Public  

My Commission Expires: 

 _____________________________ 

9

Exhibit D

“Competitive Business Entity” shall mean (A) any Entity which is engaged in the United States, either directly or indirectly, in the ownership, operation or management of (i) any cable television system, open video system, direct broadcast system (DBS), SMATV system, pay-per-view system, multi-point distribution system (MDS or MMDS) or other multichannel television programming system (collectively “Systems”) in the United States; or (ii) any business of providing any local residential telecommunications, or any internet access or any other transport or network services for Internet Protocol based information; and (B) any federal, state or local authority empowered to grant, renew, modify or amend, or review the grant, renewal, modification or amendment of, or the regulation of, franchises to operate any System. Provided, however, that “Competitive Business Entity” shall not mean any cable television system operator which, at all times during the relevant period, has less than 500,000 subscribers and does not serve any area which is also served by a cable television system owned, operated or managed by the Company or its Affiliates.

All capitalized terms used herein shall have the meanings provided in the Amended and Restated Employment and Termination Agreement to which this Exhibit D is attached.

10

EX-10.2

Exhibit 10.2

FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT

     First amendment (the “Amendment”) to the employment agreement (the “Employment Agreement”), between Time Warner Entertainment Company, L.P., a subsidiary of Time Warner Cable Inc. and Marc Lawrence-Apfelbaum. This Amendment is effective as of January 1, 2008.

     The parties, intending to be legally bound, hereby agree that the Employment Agreement shall be amended as follows:

     1. Section 3 is amended by adding the following sentence after the second sentence of the first paragraph thereof:

     “The Annual Bonus will be paid between January 1 and March 15 of the calendar year immediately following the performance year in respect of which such Annual Bonus is earned.”

     2. Section 5(b)(i) shall be amended to (i) add at the end of the first paragraph “, and only if the Company has failed to cure such event within such 30 day period:”; (ii) replace the reference to 180 days with a reference to 90 days; and (iii) delete the word “title” in subsection B.

     3. Section 5(b)(ii)(z) shall be amended to read as follows:

     “reimbursement of fees and expenses incurred in the year of Employee’s separation from service for financial and tax counseling services, provided that such reimbursement for fees and expenses incurred in the year of Employee’s separation from service shall not exceed $10,000.”

     4. Section 5(c)(ii)A shall be amended by replacing the last sentence thereof with the following:

     “All payments of base salary pursuant to this subsection shall be made in accordance with the Company’s normal payroll procedures, and all payments of bonuses pursuant to this subsection shall be made at the times set forth in Section 3.”

     5. Section 5(c)(ii)B shall be amended by adding the following sentence after the second sentence thereof:

     “Notwithstanding the foregoing, Employee’s continued participation in the Company’s benefit plans shall be subject to the limitations of applicable law.”

     6. Section 5(c)(ii)H shall be amended to read as follows:

     “If Employee accepts other employment during the Advisory Period (other than employment with any not-for-profit Entity (defined as an entity that is exempt or in the process of obtaining exemption from federal taxation under Section 501(c)(3) of the Internal Revenue Code), Employee shall cease to be treated as an employee of the Company, including for purposes of Employee’s rights to receive certain post-termination benefits under Sections 5(c)(ii)B and D, effective upon the commencement of such other employment, but Employee shall continue to receive the remaining payments Employee would have received pursuant to Section 5(c)(ii)A at the times specified therein.”

     7. Section 6(a) shall be amended to add the following at the end thereof:

     “Payments of salary and bonus required under this Section shall be made at the same time as such payments would otherwise have been made to Employee pursuant to Section 3 if he had not been terminated.”

     8. Section 6(b)(ii) shall be amended to read as follows:

     “If such notice is so given to Employee prior to the occurrence of a Change in Control, or more than three years following a Change in Control, Employee shall be entitled to receive, subject to the terms thereof, all benefits which may be due to Employee under the provisions of any Benefit Plan and Incentive Plan, and to be treated as an employee of the Company on salary continuation for a period of three years following the date notice of termination is given by the Company pursuant to this Section 6(b), in which case Employee shall be relieved of his or her management position with the Company and his duties hereunder, and shall continue to receive both annual salary at an annual rate equal to his annual rate in effect immediately prior to his termination of employment and Annual Bonuses in respect of each of such three calendar years, each such bonus to be in an amount equal to the greater of (xx) the average of the two most recent full year Annual Bonuses earned by Employee immediately prior to his termination of employment and (yy) Employee’s then applicable Target bonus amount. Except as provided in the following sentence, if Employee accepts full-time employment with any other person or corporation, partnership, trust, government or other entity during such period or notifies the Company in writing of his intention to terminate his treatment as an employee during such period, Employee shall cease to be treated as an employee of the Company, including for purposes of his rights to receive certain post-termination benefits under this Section 6(b)(ii), effective upon the commencement of such other employment or the effective date of such termination as specified by Employee in such notice, whichever is applicable, but Employee shall continue to receive the remaining payments he would have received pursuant to this Section 6(b)(ii) at the times specified herein. Notwithstanding the foregoing, Employee shall not be entitled to any further payments if he accepts full-time employment with any subsidiary or Affiliate of the Company. For purposes of this Agreement, the term “Affiliate” shall mean any Entity which, directly or indirectly, controls, is controlled by, is under the control of, or is under common control with the Company. All payments of base salary pursuant to this subsection shall be made in accordance with the Company’s normal payroll procedures, and all payments of bonuses pursuant to this subsection shall be made at the times set forth in Section 3.

     For the period beginning when Employee receives such notice of termination from the Company, and ending one year thereafter, Employee will, without charge to Employee, have use of reasonable office space and facilities as designated by the Company, together with reasonable secretarial services in each case appropriate to an employee of Employee’s position and responsibilities prior to such termination of employment. While treated as an employee of the Company, Employee will continue to be eligible to participate in the Company’s Benefit Plans and to receive, subject to the terms thereof, all benefits which are received by other employees at Employee’s level thereunder; however, except as otherwise provided herein, Employee will not be entitled to any awards or grants under any Incentive Plan, and Employee shall not be entitled to a Company-provided vehicle. Employee shall return any Company-provided vehicle to the Company within 30 days of the date of the Company’s Notice of Termination of Employee. Notwithstanding the foregoing, continued participation in the Company’s Benefit Plans shall be subject to the limitations of applicable law.

     In the event that Employee’s employment is terminated, then, in partial consideration for the Company’s obligation to make the payments described in this Section 6(b), Employee shall execute and deliver to the Company a Release containing language similar to the form as set forth in Exhibit C. The Company shall deliver such Release to Employee within 30 days after Employee’s termination of employment with the Company. If Employee shall fail to execute and deliver to the Company such Release with 30 days of Employee’s receipt thereof from the Company, Employee’s employment with the Company shall terminate effective at the end of such 30-day period and Employee shall receive, in lieu of the severance arrangements described in Section 6(b)(ii), any severance payments determined in accordance with the personnel policies of the Company then applicable, provided that the aggregate amount of any such severance shall be paid in the same amounts and under the same schedule as would have been applicable under Section 6(b)(ii) until such aggregate amount is paid to Employee.”

     9. Section 7 shall be amended by replacing the first sentence of the last paragraph thereof with the following:

     “Further, during the period the Employee is treated as an employee of the Company under Section 6(b)(ii), the Employee will be provided with the Life Insurance benefit available prior to termination.”

     10. Section 8 shall be amended by replacing the phrase “leave the payroll” with “ceases to be treated as an employee.”

     11. Section 10 shall be amended by adding the following at the end thereof:

     “Notwithstanding the foregoing, (i) the Company shall pay any Gross-Up Payment to Employee no later than the end of Employee’s taxable year next following Employee’s taxable year in which Employee remits the taxes with respect to which the Gross-Up Payment is paid, and (ii) the Company shall pay to Employee any costs and expenses described in the preceding paragraph no later than the end of Employee’s taxable year next following Employee’s taxable year in which the costs and expenses are incurred.”

     12. Section 33 shall be added to the Agreement as follows:

     “33. Compliance with Section 409A. This Agreement is intended to comply with Section 409A of the Code and will be interpreted, administered and operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of Employee’s separation from service with the Company Employee is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months following Employee’s separation from service with the Company (or the earliest date as is permitted under Section 409 A of the Code), and the Company will pay any such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)( 1 )(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code to the extent necessary to comply with Section 409A of the Code. The Company shall consult with Employee in good faith regarding the implementation of the provisions of this Section 33: provided that neither the Company nor any of its employees or representatives shall have any liability to Employee with respect thereto.”

     The parties agree that Exhibit C of the Agreement (the form of Release) will be appropriately modified, if and when applicable, to reflect the amended terms of the Agreement.

     Except as amended hereby, the Employment Agreement shall remain in full force and effect.

2

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed effective as of the date first above written.

TIME WARNER ENTERTAINMENT COMPANY, L.P.
By:	/s/ Robert Marcus
	ROBERT MARCUS
	SENIOR EXECUTIVE VICE PRESIDENT

Agreed and Accepted:

MARC LAWRENCE-APFELBAUM
 

/s/ Marc Lawrence-Apfelbaum 

Date: December 5, 2007

3

EX-10.3

Exhibit 10.3

November 23, 2009

Marc J. Lawrence-Apfelbaum
Time Warner Cable Inc.
60 Columbus Circle
New York, New York 10023

Dear Marc:

In accordance with the provisions of Section 1 of the Amended and Restated Employment Termination Agreement (the “Agreement”) dated as of June 1, 2000, as amended, between you and Time Warner Entertainment Company, L.P., a subsidiary of Time Warner Cable Inc. (the “Company”), notice is hereby given to you of the Company’s determination to extend the term of the Agreement for an additional year with a minimum base salary of $550,000 and a bonus target of 100% of your base salary.

Please indicate your acceptance of the foregoing extension of the Agreement by signing the enclosed copy of this letter and returning it to Tammy A. Burns in Corporate Human Resources, Executive Compensation, in Charlotte, NC no later than December 20^th. Pursuant to Section 1 of the Agreement, failure to do so will be deemed an election by you to terminate your employment without cause pursuant to Section 5(a) of the Agreement.

Sincerely, TIME WARNER ENTERTAINMENT COMPANY, L.P., a subsidiary of TIME WARNER CABLE INC.
By:	/s/ TOMAS MATHEWS
	TOMAS MATHEWS
	EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES

AGREED AND ACCEPTED:

Marc J. Lawrence-Apfelbaum
 

/s/ Marc J. Lawrence-Apfelbaum  

Date: December 10, 2009

EX-10.4

Exhibit 10.4

SECOND AMENDMENT
TO EMPLOYMENT AGREEMENT

     This Second Amendment (“Second Amendment”) to the Employment Agreement dated June 1, 2000 by and between TIME WARNER ENTERTAINMENT COMPANY, L.P., a subsidiary of Time Warner Cable Inc., and Marc J. Lawrence-Apfelbaum (the “Employment Agreement”) is made effective as of January 1, 2010.

     Each of the parties hereto, intending to be legally bound, hereby agrees that the Employment Agreement shall be amended as follows:

     1. Section 2 of the Employment Agreement shall be amended by: (a) deleting each reference to “and Time Warner Inc.’s (“TWI”)” and “and TWI” from the second paragraph, and (b) replacing the reference to “TWI’s Statement of Corporate Policy and Compliance Program Manual” with “the Company’s Standards of Business Conduct” in the second paragraph.

     2. Section 3 of the Employment Agreement shall be amended by: (a) adding the following defined term at the end of the first sentence: “(the “Target Bonus”)”, and (b) deleting the following phrase from the second sentence: “; provided, however, the Employee shall be entitled to a minimum Annual Bonus in respect of each calendar year equal to one-half of the bonus calculated based on such target percentage (the “Target Bonus”) for such calendar year”.

     3. Section 5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

“(b). Section Intentionally Left Blank.”

     4. Section 5(c)(i) of the Employment Agreement shall be amended by adding a new Section 5(c)(i)(C) as follows:

     “C. If the commencement of the Transition Period is determined to be a separation from service (within the meaning of Section 409A of the Code), any Annual Bonus payment (1) related to the year that Employee’s separation from service occurs, but excluding any portion of such year identified as the Transition Period, shall be calculated based on the actual performance of the Company and Employee (and Region if applicable), whereas the Employee’s individual performance score shall be equal to the Company’s performance score (and the Region’s performance score if applicable), and (2) related to the Transition Period, shall be calculated based on the greater of the Employee’s Target Bonus and the average of the two most recent full year Annual Bonuses. All payments of bonuses pursuant to this subsection shall be made at the times set forth in Section 3.”

     5. Section 6(b)(i) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

“(i). Section Intentionally Left Blank,”

     6. Section 6(b)(ii) of the Employment Agreement shall be amended by deleting the following phrase from the first sentence:

“prior to the occurrence of a Change in Control, or more than three years following a Change in Control”

     7. Section 6(b)(ii) of the Employment Agreement shall be amended by adding the following phrase at the end of the first sentence:

“; provided that, the portion of the Annual Bonus payment related to active service in the year that Employee’s termination of employment occurs, shall be calculated based on the actual performance of the Company and Employee (and Region if applicable), whereas the Employee’s individual performance score shall be equal to the Company’s performance score (and the Region’s performance score if applicable).”

     8. Section 8 of the Employment Agreement shall be amended by deleting the phrase “continue to be an employee” from the second sentence and replacing it with the phrase: “continue to be treated as an employee”.

     9. Section 9 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

“9. Section Intentionally Left Blank.”

     10. Section 10 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

“10. IRC Sections 280G and 4999. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any amount or benefit paid or distributed to Employee pursuant to this Agreement or any other agreement or arrangement between the Company and Employee (collectively, the “Payments”) (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 10,

would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income or excise taxes (including the excise tax imposed by Section 4999) results in Employee’s receipt on an after-tax basis, of the greatest amount of benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Employee and the Company otherwise agree in writing, any determination required under this Section shall be made in writing by an independent public accountant selected by the Company and reasonably acceptable to Employee (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes.

     a. For purposes of making the calculations required by this Section 10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section.

     b. If Employee receives reduced payments and benefits by reason of this Section 10 and it is established pursuant to a final determination of the court or an Internal Revenue Service proceeding that Employee could have received a greater amount without resulting in an excise tax, then the Company shall promptly thereafter pay Employee the aggregate additional amount which could have been paid without resulting in an excise tax as soon as practicable.

     c. The parties agree to cooperate generally and in good faith with respect to (i) the review and determinations to be undertaken by the Accountants as set forth in Section 10 and (ii) any audit, claim or other proceeding brought by the Internal Revenue Service to review or contest or otherwise related to the determinations of the Accountants as provided for in Sections 10(a) and (b), including any claim or position taken by the Internal Revenue Service that, if successful, would require the payment by Employee of any additional excise tax, over and above the amounts of excise tax established under the procedure set forth in Section 10(b).

     e. The reduction of Company payments, if applicable, shall be effected in the following order (unless the Employee, to the extent permitted by Section 409A of the Code, elects another method of reduction by written notice to the Company prior to the Section 280G event): (i) any cash severance payments, (ii) any other cash amounts payable to Employee, (iii) any benefits valued as parachute payments (iv) acceleration of vesting of any stock options for which the exercise price exceeds the then fair market value of the underlying stock, in order of the option tranches with the largest Section 280G parachute value, (v) acceleration of vesting of any equity award that is not a stock option and (vi) acceleration of vesting of any stock options for which the exercise price is less than the fair market value of the underlying stock in such manner as would net Employee the largest remaining spread value if the options were all exercised as of the Section 280G event.”

     11. Section 12(b) of the Employment Agreement shall be amended by deleting the term “Affiliated Person” in the second paragraph and replacing it with the following phrase: “entity for which the Employee serves or expects to serve as an Affiliated Person.”

     12. Section 16 of the Employment Agreement shall be amended by deleting the address “290 Harbor Drive, Stamford, Connecticut 06902-6732” and replacing it with the following address: “60 Columbus Circle, New York, New York 10023”.

     13. Sections 19, 22, and 24 of the Employment Agreement shall be amended by deleting each reference to “or TWI” and “and TWI”.

     14. Section 26 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

     “26. Section Intentionally Left Blank.”

     15. Section 28 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

     “28. Section Intentionally Left Blank.”

     16. Section 32 of the Employment Agreement shall be amended to delete the first sentence of the third paragraph in its entirety and replace it with the following sentence:

2

“The parties agree that the arbitration hearing shall take place in New York, New York.”

     17. A new Section 34 shall be added to the Employment Agreement as follows:

“34. Definition of Retirement for Equity Awards. Notwithstanding the provisions of Section 8 above, for equity awards granted on or after the effective date of the Second Amendment, the definition of “Retirement” applicable to Employee’s equity awards shall be the same definition in effect for equity awards granted in 2009.”

     18. The parties agree that Exhibit C of the Employment Agreement (form of Release) shall be appropriately modified, if and when applicable, to reflect the foregoing amended terms of the Employment Agreement.

     Except as expressly provided in this Second Amendment, all other provisions of the Employment Agreement, as amended, shall remain in full force and effect.

[Remainder of page intentionally left blank.
Signatures on following page.]

3

          IN WITNESS WHEREOF, each of the parties hereto has caused this Second Amendment to be duly executed effective as of the date first written above.

TIME WARNER ENTERTAINMENT COMPANY, L.P., a subsidiary of Time Warner Cable Inc.
By:	/s/ Tomas Mathews	December 18, 2009
	Tomas Mathews Executive Vice President, Human Resources	Date
Agreed and Accepted:
EXECUTIVE
By:	/s/ Marc J. Lawrence-Apfelbaum	December 10, 2009
	Marc J. Lawrence-Apfelbaum	Date

4

EX-18

Exhibit 18

April 29, 2010

To the Board of Directors of Time Warner Cable Inc.
60 Columbus Circle
New York, New York 10023

Dear Board of Directors,

Note 1 of the Notes to the Consolidated Financial Statements of Time Warner Cable Inc. (the “Company”) included in its Form 10-Q for the three month period ended March 31, 2010 describes a change in the measurement date (from the last day of the fourth quarter to the first day of the third quarter) utilized by the Company in performing its annual goodwill and indefinite-lived intangible assets impairment test as required under Financial Accounting Standards Board Accounting Standards Codification Topic 350, Intangibles—Goodwill and Other (“ASC 350”). There are no authoritative criteria for determining which date is preferable based on the particular circumstances; however, we conclude that such change is to an acceptable alternative which, based on your business judgment to make this change and for the stated reason, is preferable in your circumstances. We have not conducted an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) of any financial statements of the Company as of any date or for any period subsequent to December 31, 2009, and therefore we do not express any opinion on any financial statements of the Company subsequent to that date.

Very truly yours,

/s/ Ernst & Young LLP

New York, New York

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Glenn A. Britt, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Time Warner Cable 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 the 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: April 29, 2010	By:	/s/ Glenn A. Britt
		Name:	Glenn A. Britt
		Title:	Chief Executive Officer Time Warner Cable Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Robert D. Marcus certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Time Warner Cable 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 the 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: April 29, 2010	By:	/s/ Robert D. Marcus
		Name:	Robert D. Marcus
		Title:	Chief Financial Officer Time Warner Cable Inc.

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of Time Warner Cable Inc., a Delaware corporation (the “Company”), for the quarter ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his respective knowledge:

1.	the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 29, 2010	/s/ Glenn A. Britt
	Glenn A. Britt
	Chief Executive Officer Time Warner Cable Inc.
Date: April 29, 2010	/s/ Robert D. Marcus
	Robert D. Marcus
	Chief Financial Officer Time Warner Cable Inc.