2.2.0.7 false Commitments and Contingencies 00970 - Disclosure - Commitments and Contingencies true false false false 1 USD false false USD Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 Shares Standard http://www.xbrl.org/2003/instance shares xbrli 0 PerShare Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 Pure Standard http://www.xbrl.org/2003/instance pure xbrli 0 $ 2 Commitments And Contingencies Disclosure Abstract 0 twc_CommitmentsAndContingenciesDisclosureAbstract twc false na duration No definition available. false false false false false true false false false false false false 1 false false false false 0 0 false false false xbrli:stringItemType string No definition available. false 3 Commitments And Contingencies Text Block 1 us-gaap_CommitmentsAndContingenciesDisclosureTextBlock us-gaap true na duration No definition available. false false false false false false false false false false false terselabel false 1 false false false false 0 0 11.       COMMITMENTS AND CONTINGENCIESContractual Obligations The Company has obligations to make future payments for goods and services under certain contractual arrangements. These contractual obligations secure the future rights to various assets and services to be used in the normal course of operations. For example, the Company is contractually committed to make certain minimum lease payments for the use of the Company's property under operating lease agreements. In accordance with applicable accounting rules, the future rights and obligations pertaining to firm commitments, such as operating lease obligations and certain purchase obligations under contracts, are not reflected as assets or liabilities in the consolidated balance sheet.  As of September 30, 2010, the minimum rental commitments under long-term operating leases during the next five years are $30 million in 2010, $113 million in 2011, $102 million in 2012, $94 million in 2013 and $83 million in 2014.The following table summarizes the Company's aggregate contractual obligations, as of September 30, 2010, under certain programming, Digital Phone connectivity, high-speed data connectivity and other agreements and the estimated timing and effect that such obligations are expected to have on the Company's liquidity and cash flows in future periods (in millions):<div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 13px"><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"> </td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"> </td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"> </td><td style="width: 131px; text-align:left;border-color:#000000;min-width:131px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; text-align:left;border-color:#000000;min-width:61px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; text-align:left;border-color:#000000;min-width:61px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; text-align:left;border-color:#000000;min-width:61px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; text-align:left;border-color:#000000;min-width:61px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; text-align:left;border-color:#000000;min-width:61px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; text-align:left;border-color:#000000;min-width:61px;"> </td></tr><tr style="height: 16px"><td colspan="20" style="width: 601px; text-align:left;border-color:#000000;min-width:601px;">2010 (a)</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">$</td><td style="width: 61px; text-align:right;border-color:#000000;min-width:61px;"> 1,087</td></tr><tr style="height: 16px"><td colspan="20" style="width: 601px; text-align:left;border-color:#000000;min-width:601px;">2011-2012</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; text-align:right;border-color:#000000;min-width:61px;"> 8,502</td></tr><tr style="height: 16px"><td colspan="20" style="width: 601px; text-align:left;border-color:#000000;min-width:601px;">2013-2014</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; text-align:right;border-color:#000000;min-width:61px;"> 7,276</td></tr><tr style="height: 16px"><td colspan="20" style="width: 601px; text-align:left;border-color:#000000;min-width:601px;">Thereafter </td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"> </td><td style="width: 61px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:61px;"> 9,949</td></tr><tr style="height: 16px"><td colspan="20" style="width: 601px; text-align:left;border-color:#000000;min-width:601px;">Total </td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;">$</td><td style="width: 61px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:61px;"> 26,814</td></tr></table></div>——————————<ul><li style="margin-left:36px;list-style:lower-alpha;">2010 amount represents the Company's contractual obligations for the three months ended December 31, 2010.</li></ul> Programming purchases represent contracts that the Company has with cable television networks and broadcast stations to provide programming services to its subscribers. The amounts included above represent estimates of the future programming costs for these contract requirements and commitments based on subscriber numbers and tier placement as of September 30, 2010 applied to the per-subscriber rates contained in these contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements. Digital Phone connectivity obligations relate to transport, switching and interconnection services, primarily provided by Sprint Corporation (“Sprint”), that allow for the origination and termination of local and long-distance telephony traffic. These expenses also include related technical support services. Beginning in the fourth quarter of 2010, the Company is gradually replacing Sprint as the provider of these services. There is generally no obligation to purchase these services if the Company is not providing Digital Phone service. The amounts included above are generally based on the number of Digital Phone subscribers as of September 30, 2010 and the per-subscriber contractual rates contained in the contracts that were in effect as of September 30, 2010 and also reflect the gradual replacement of Sprint between the fourth quarter 2010 and the first quarter of 2014. High-speed data connectivity obligations are based on the contractual terms for bandwidth circuits that were in use as of September 30, 2010. Legal Proceedings TWC is the defendant in In re: Set-Top Cable Television Box Antitrust Litigation, ten purported class actions filed in federal district courts throughout the United States.  These actions are subject to a Multidistrict Litigation Order transferring the cases for pre-trial purposes to the U.S. District Court for the Southern District of New York.  On May 10, 2010, the plaintiffs filed a second amended consolidated class action complaint (the “Second Amended Complaint”), alleging that TWC violated Section 1 of the Sherman Antitrust Act, various state antitrust laws and state unfair/deceptive trade practices statutes by tying the sales of premium cable television services to the leasing of set-top converters boxes.  The plaintiffs are seeking, among other things, unspecified treble monetary damages and an injunction to cease such alleged practices.  On September 30, 2010, the Company filed a motion to dismiss the Second Amended Complaint.  The Company intends to defend against this lawsuit vigorously. On November 14, 2008, the plaintiffs in Mark Swinegar, et al. v. Time Warner Cable Inc., filed a second amended complaint  in the Los Angeles County Superior Court, as a purported class action, alleging that TWC provided to and charged plaintiffs for equipment that they had not affirmatively requested in violation of the proscription in the Cable Consumer Protection and Competition Act of 1992 (the “Cable Act”) against “negative option billing” and that such violation was an unlawful act or practice under California's Unfair Competition Law (the “UCL”).  Plaintiffs are seeking restitution under the UCL and attorneys' fees.  On February 23, 2009, the court denied TWC's motion to dismiss the second amended complaint, and on July 29, 2010, the court denied the Company's motion for summary judgment.  A class certification hearing is scheduled for February 14, 2011.  On October 7, 2010, the Company filed a petition for a declaratory ruling with the Federal Communications Commission (the “FCC”) requesting that the FCC determine whether the Company's general ordering process complies with the Cable Act's “negative option billing” restriction.  On October 20, 2010, the FCC requested public comment on this matter.  The Company intends to defend against this lawsuit vigorously. 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, are seeking, 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. 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. On October 5, 2010, the U.S. Court of Appeals for the Federal Circuit affirmed the district court's decision. The time to appeal this decision has not yet expired. If the decision is appealed, the Company will 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. 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. 11.       COMMITMENTS AND CONTINGENCIESContractual Obligations The Company has obligations to make future payments for false false false us-types:textBlockItemType textblock Includes disclosure of commitments and contingencies. 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