tw telecom Reports Third Quarter 2012 Results

                tw telecom Reports Third Quarter 2012 Results

Grew revenue 7.1%, Net Income 43.7% and Modified EBITDA1 9.2% year over year

Delivered 37.0% Modified EBITDA margin1 for the quarter

Launched Ethernet Capabilities enabling Nationwide Coverage from a Single
Connection Point

PR Newswire

LITTLETON, Colo., Nov. 5, 2012

LITTLETON, Colo., Nov. 5, 2012 /PRNewswire/ -- tw telecom inc. (NASDAQ: TWTC),
a leading national provider of managed services, including Business Ethernet,
converged and IP VPN solutions to enterprises across the U.S. and to their
global locations, today announced its third quarter 2012 financial results,
including $368.9 million of revenue, net income of $21.0 million, $136.5
million of Modified EBITDA ^ ("M-EBITDA"), $111.2 million of net cash provided
by operating activities and $37.2 million of levered free cash flow^3.

(Logo: http://photos.prnewswire.com/prnh/20080626/LATH527LOGO)

"We delivered ongoing revenue growth and strong Modified EBITDA margin as we
generated substantial levered free cash flow this quarter," said Larissa
Herda, tw telecom's Chairman, CEO and President. "We've deployed many new
products and features this year to meet our customers' rapidly changing
requirements, including recently introducing new Ethernet capabilities and
advancing our Intelligent Network. Our product investments are
differentiating us in the marketplace as we continue to innovate to deliver
faster, better and easier network solutions to serve our customers."

Highlights for the Third Quarter 2012

  oGrew total revenue 1.2% sequentially and 7.1% year over year
  oGrew enterprise revenue 2.0% sequentially and 9.8% year over year
  oGrew data and Internet revenue 3.7% sequentially and 14.9% year over year,
    now representing 51% of total revenue, driven primarily by strategic
    Ethernet & VPN solutions
  oGrew net income 8.5% sequentially and 43.7% year over year
  oGrew M-EBITDA 1.9% sequentially and 9.2% year over year
  oDelivered 37.0% M-EBITDA margin
  oPrepaid $101.5 million of the January 2013 tranche of Term Loan B
  oLaunched a successful offering of $480 million principal amount 5.375%
    Senior Notes due 2022, which closed October 2, 2012
  oDelivered $111.2 million in net cash provided by operating activities and
    $37.2 million of levered free cash flow, representing 10.1% of revenue

Business Trends

"We achieved another quarter of solid comprehensive financial results," said
Mark Peters, tw telecom's Executive Vice President and Chief Financial
Officer, "as we absorbed the impact of some expected regulatory and tax rate
decreases. Our data and Internet revenue, which now represents over half of
our total revenue stream, grew at an increased sequential rate this quarter
than the past two quarters as we continue to differentiate ourselves with
powerful customer solutions."

"Our bookings^7, or sales, were lower this quarter, primarily in September,
coming off a very strong second quarter and strengthened as we started the
fourth quarter with strong October sales, a solid sales funnel and a lot of
customer interest in our new products," said Peters. "Throughout the past
year we've transitioned more of our sales force to focus on larger enterprise
opportunities, contributing to a slight contraction in our sales headcount
year over year. We expect to grow our sales force over the course of the next
year to leverage our new product offerings as well as market opportunities
across our national footprint." 

New Products

"We continue to deliver new product innovation," said John Blount, tw
telecom's Chief Operating Officer, "including the launch in October of a new
Ethernet service that enables national Ethernet coverage from a single
connection – our "One-to-Many" offering – as well as further advancing our
Intelligent Network. We anticipate launching a new Enhanced Management
feature near year end, which will further enable efficiencies for enterprise
businesses. We believe our strategic innovation, including our unique
foundational design and scalability, will continue to distance us from the
competition."

Operational Metrics

Revenue churn^4 was 0.8% for the current quarter, down from 0.9% in the prior
quarter and 1.0% in the same period last year. The improvement in revenue
churn for the quarter was reduced by an increase in repricing upon contract
renewal. As a component of revenue churn, revenue lost from customers fully
disconnecting service remained low at 0.2% for the current quarter, which is
consistent with the prior quarter and down from 0.3% for the same quarter last
year, indicative of a loyal customer base, strong customer experience strategy
and competitive product portfolio.

The Company had approximately 27,700 customers as of September 30, 2012.
Customer churn^4 was 0.9% for the current quarter, down from 1.0% in both the
prior quarter and the same quarter last year. The Company ended the third
quarter with over 28,000 fiber route miles (of which approximately 22,000 were
metro miles).

Capital Expenditures

Capital expenditures were $83.9 million for the quarter as compared to the
prior quarter of $80.8 million and for the same period last year of $86.0
million, with the majority of the investments in each period related to
success-based initiatives.

The Company expects capital spending to increase in the fourth quarter with
much of the increase related to the timing of both success-based and strategic
initiatives including network expansion and other infrastructure projects.
Capital investments for the year are expected to be at the lower end of the
original guidance of $345 to $355 million. The Company also expects the
majority of these investments to be tied to new success-based opportunities.

Other

The Company continues to expect business fluctuations to impact sequential
trends in revenue, margins and cash flow. This includes the timing, as well
as any seasonality of sales and installations^5, usage, rate changes,
disputes, repricing for contract renewals and fluctuations in revenue churn,
expenses, capital expenditures and taxes and fees.

Intercarrier compensation revenue represented 2% of total revenue for the
third quarter. Due to a November 2011 FCC order, intercarrier compensation
revenue will decline over a six-year period beginning July 2012. The Company
lowered ratesin July to comply with the order with an approximate $1 million
impact to revenue in the third quarter for the mandated rate step down, with
the next rate step down to occur in the third quarter of next year.

On October 2, 2012, the Company completed a private offering of $480 million
principal amount 5.375% Senior Notes due 2022 at an offering price of 100% of
the principal amount. The Company plans to use the net proceeds of this
offering to settle the conversion obligations for the Convertible Debentures
to the extent holders elect to convert their Convertible Debentures and the
Company elects to settle the conversion obligations in whole or in part in
cash, or if the Company otherwise redeems the Convertible Debentures. Any net
proceeds not used for these purposes would be used for general corporate
purposes.

Year over Year Results – Third Quarter 2012 compared to Third Quarter 2011

Revenue

Revenue for the quarter was $368.9 million compared to $344.5 million for the
third quarter last year, representing a year over year increase of $24.4
million or 7.1%. Revenue grew primarily due to ongoing enterprise revenue
growth. Key changes in revenue included:

  o$26.2 million increase in revenue from enterprise customers, or 9.8% year
    over year, driven primarily by data and Internet services
  o$1.5 million decrease in revenue from carriers, primarily due to churn and
    repricing for contract renewals, partially offset by Ethernet services
    provided to wireline and wireless carriers to serve their end users

By product line, the percentage change in revenue ^ year over year was as
follows:

  o14.9% increase for data and Internet services, primarily driven by an
    increase in strategic Ethernet and VPN-based products and other services,
    partially offset by churn and repricing. Data and Internet revenue
    represents 51% of total revenue for the quarter compared to 48% a year ago
  o6.8% increase in voice services, primarily reflecting sales of converged
    and other voice solutions as well as an increase in certain taxes and
    fees, partially offset by churn
  o6.5% decrease in network services, primarily reflecting churn and
    repricing for contract renewals largely in transport services and a
    decrease in certain taxes and fees, which outpaced growth in high capacity
    and colocation services

Operating Costs

Operating costs for the quarter increased year over year, primarily as a
result of revenue growth, which included increases in network access costs and
certain taxes and fees, as well as fluctuations in franchise fees. As a
result of these increases, somewhat offset by efficiency gains, operating
costs as a percentage of revenue were 42.3% for the quarter and 41.9% for the
same period last year. Modified gross margin^6 as a percentage of revenue was
57.8% in the current quarter compared to 58.3% in the same period last year
due to an increase in operating costs discussed above.

The Company utilizes a fully burdened modified gross margin, including network
costs, and personnel costs for customer care, provisioning, network
maintenance, technical field and network operations, excluding non-cash,
stock-based compensation expense, net of costs capitalized for labor and
overhead on capital projects.

Selling, General and Administrative Costs ("SG&A")

SG&A costs increased year over year, primarily as a result of an increase in
employee-related costs, property and other taxes and regulatory fees. SG&A
costs as a percentage of revenue decreased to 22.6% for the quarter from 23.8%
for the same period last year, reflecting scaling of employee costs which
declined as a percentage of revenue year over year.

Net Income

Net income grew 43.7% to $21.0 million for the quarter from $14.6 million for
the same period last year. The increase was primarily driven by M-EBITDA
growth, partially offset by an increase in income tax expense. Earnings per
share grew to $0.14 for the quarter compared to $0.10 in the same period last
year.

M-EBITDA and Margins

M-EBITDA grew to $136.5 million for the quarter, an increase of 9.2% from the
same period last year primarily as a result of revenue growth. M-EBITDA
margin for the quarter was 37.0% as compared to 36.3% for the same period last
year, as employee costs as a percentage of revenue declined year over year
somewhat offset by the dilutive impact of the growth in certain taxes and
fees.

Sequential Results – Third Quarter 2012 compared to Second Quarter 2012

Revenue

Revenue for the quarter was $368.9 million, as compared to $364.5 million for
the second quarter of 2012, an increase of $4.4 million, or 1.2%, representing
the 32^nd consecutive quarter of sequential growth. Revenue grew due to
ongoing enterprise growth. Key changes in revenue included:

  o$5.7 million increase in enterprise revenue, representing 2.0% sequential
    growth driven primarily by data and Internet services, partially offset by
    a decrease in certain taxes and fees
  o$0.8 million decrease in revenue from carrier customers, primarily
    reflecting churn and repricing for contract renewals, offset by growth in
    Ethernet services provided to wireline and wireless carriers to serve
    their end users

By product line, the percentage change in revenue sequentially was as follows:

  o3.7% increase for data and Internet services, primarily driven by an
    increase in strategic Ethernet and VPN-based product sales and other
    services, partially offset by churn and repricing
  oVoice services were unchanged, primarily reflecting an increase in sales
    of converged solutions offset by churn and decreases in certain taxes and
    fees as a result of rate reductions
  o2.1% decrease in network services, primarily reflecting churn and
    repricing for contract renewals largely in transport services, which
    outpaced growth in high capacity and collocation services

Operating Costs

Operating costs increased primarily as a result of revenue growth and included
increased network access costs and seasonally higher maintenance and utility
costs, somewhat offset by a reduction in certain taxes and fees. Operating
costs were 42.3% of revenue for the quarter and 42.0% for the prior quarter.
Modified gross margin for the quarter as a percentage of revenue was 57.8%
compared to 58.2% in the prior quarter due to an increase in operating costs
discussed above.

Selling, General and Administrative Costs

SG&A costs decreased reflecting a decrease in employee and other costs,
partially offset by an increase in bad debt expense. SG&A was 22.6% of
revenue for the quarter and 23.2% for the prior quarter.

Net Income

Net income grew to $21.0 million for the quarter from $19.3 million in the
prior quarter, primarily reflecting M-EBITDA growth, partially offset by an
increase in income tax expense. Earnings per share was $0.14 for the quarter
compared to $0.13 in the prior quarter.

M-EBITDA and Margins

M-EBITDA was $136.5 million for the quarter, an increase of 1.9% from the
prior quarter primarily as a result of revenue growth. M-EBITDA margin was
37.0% for the quarter compared to 36.8% for the prior quarter.

tw telecom plans to conduct a webcast conference call to discuss its earnings
results on November 6, 2012 at9:00 a.m. MST (11:00 a.m. EST). To access the
webcast and the financial and other information to be discussed in the
webcast, visit www.twtelecom.com under "Investor Relations."

^(1) Modified EBITDA (or "M-EBITDA") is defined as net income or loss before
depreciation, amortization, accretion, impairment charges and other income and
losses, interest expense, debt extinguishment costs, interest income, income
tax expense or benefit, cumulative effect of change in accounting principle,
and non-cash stock-based compensation expense. The Company defines Modified
EBITDA margin as M-EBITDA divided by total revenue.

^(2) Unlevered free cash flow is defined as Modified EBITDA less capital
expenditures, which is reconciled to Net Cash provided by (used in) operating
activities in the supplemental information posted on the Company's website. ^

^(3) Levered free cash flow is defined as Modified EBITDA less capital
expenditures and net interest expense from operations (excluding debt
extinguishment costs, non-cash interest expense and deferred debt costs),
which is reconciled to Net Cash provided by (used in) operating activities in
the supplemental information posted on the Company's website. 

^(4) Revenue churn is defined as the average lost recurring monthly billing
for the period from a customer's partial or complete disconnection of services
(excluding repricing impacts and usage) compared to reported revenue for the
period. Customer churn is defined as the average monthly customer turnover
for the period compared to the average monthly customer count for the period.

^(5) Installations reflect services from signed customer sales that are
installed and recognized as revenue from the date of installation.

^(6) The Company defines modified gross margin as total revenue less operating
costs excluding non-cash stock-based compensation expense. 

^(7) Bookings are defined as signed customer contracts. The timing of when
these sales are installed and recognized into revenue varies based on the
underlying contract.

Financial Measures
The Company provides financial measures using U.S. generally accepted
accounting principles ("GAAP") as well as adjustments to GAAP measures to
describe its business trends, including Modified EBITDA. Management believes
that its definition of Modified EBITDA (see above) is a standard measure of
operating performance and liquidity that is commonly reported and widely used
by analysts, investors, and other interested parties in the telecommunications
industry because it eliminates many differences in financial, capitalization,
and tax structures, as well as non-cash and non-operating income or charges to
earnings. Modified EBITDA is not intended to replace operating income (loss),
net income (loss), cash flow, and other measures of financial performance and
liquidity reported in accordance with GAAP. Management uses Modified EBITDA
internally to assess on-going operations and it is the basis for various
financial covenants contained in the Company's debt agreements and for
operating performance and liquidity. Modified EBITDA is reconciled to Net
Income (Loss), the most comparable GAAP measure for operating performance
within the Consolidated Operations Highlights and in  the supplemental
information posted on the Company's website. Modified EBITDA, as a measure of
liquidity, is also reconciled to Net Cash provided by operating activities on
the Company's website.

In addition, management uses unlevered and levered free cash flow, which
measure the ability of M-EBITDA to cover capital expenditures. The Company
uses these cash flow definitions to eliminate certain non-cash costs. Levered
and unlevered free cash flow are reconciled to Net Cash provided by operating
activities and also to Modified EBITDA in the supplemental information posted
on the Company's  website. The Company also provides an adjustment to the
measure gross margin by eliminating the impact of non-cash stock-based
compensation expense. Management uses modified gross margin internally to
assess on-going operations. Modified gross margin is reconciled to gross
margin in the financial tables.

Forward Looking Statements
The statements in this press release and related conference call concerning
the outlook for 2012 and beyond, including statements regarding product and
platform plans, growth prospects, market opportunities, sales funnel, sales
force, customer opportunities, network capabilities, sales and installations
timing, demand, revenue growth, margins, the impact of regulatory changes,
churn, business trends and fluctuations, taxes andexpected capital
expenditures are forward-looking statements that reflect management's views
with respect to future events and financial performance. These statements are
based on management's current expectations and are subject to risks and
uncertainties. Important factors that could cause actual results to differ
materially from those in the forward looking statements include the risks
disclosed in the Company's SEC filings, especially the section entitled "Risk
Factors" in its 2011 Annual Report on Form 10-K and in its quarterly report on
Form 10-Q for the quarter ended September 30, 2012 to be filed shortly
hereafter. tw telecom undertakes no obligations to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

About tw telecom
tw telecom, headquartered in Littleton, Colo., is a leading national provider
of managed services, including Business Ethernet, converged and IP VPN
solutions for enterprises throughout the U.S. and globally. tw telecom also
delivers secure, scalable private connections for transport data networking,
Internet access, voice, VPN, VoIP and security to large organizations and
communications services companies. Employing a resilient fiber network
infrastructure, robust product portfolio and its own Intelligent Network
capabilities, tw telecom delivers customers overall economic value, an
industry-leading quality service experience, and improved business
productivity. Please visit www.twtelecom.comfor more information.





tw telecom inc.
Consolidated Operations Highlights
(Dollars in thousands)
Unaudited (1)
                     Three Months Ended           Nine Months Ended
                     Sept 30,                     Sept 30,
                     2012     2011      Growth    2012      2011       Growth
                                        %                              %
Revenue
    Data and
    Internet         $189,164 $164,670  14.9%     $548,495  $475,025   15.5%
    services
    Voice services  91,052   85,220    6.8%      271,681   251,880    7.9%
    Network services 81,261   86,878    -6.5%     249,074   265,287    -6.1%
        Service      361,477  336,768   7.3%      1,069,250 992,192    7.8%
        Revenue
    Intercarrier     7,457    7,688     -3.0%     23,112    23,192     -0.3%
    compensation
           Total     368,934  344,456   7.1%      1,092,362 1,015,384  7.6%
           Revenue
Expenses
    Operating costs 156,195  144,161             458,374   425,141
           Gross     212,739  200,295             633,988   590,243
           Margin
    Selling, general
    and              83,341   82,085              254,011   241,684
    administrative
    costs
    Depreciation,
    amortization and 70,726   70,940              209,589   210,757
    accretion
           Operating 58,672   47,270    24.1%     170,388   137,802    23.6%
           Income
    Interest         (15,495) (16,012)            (46,551)  (48,302)
    expense
    Debt
    extinguishment   (77)     -                   (77)      -
    costs
    Non-cash
    interest expense (6,330)  (5,918)             (18,715)  (17,445)
    and deferred
    debt costs
    Interest income  84       126                 281       443
           Income
           before    36,854   25,466    44.7%     105,326   72,498     45.3%
           income
           taxes
    Income tax       15,885   10,873              45,706    30,979
    expense
           Net       $20,969  $14,593   43.7%     $59,620   $41,519    43.6%
           Income
SUPPLEMENTAL INFORMATION TO RECONCILE MODIFIED GROSS MARGIN AND MODIFIED
EBITDA
    Gross            $212,739 $200,295            $633,988  $590,243
    Margin
    Add back
    non-cash
    stock-based      473      565                 1,428     1,737
    compensation
    expense
           Modified
           Gross     213,212  200,860   6.1%      635,416   591,980    7.3%
           Margin
    Selling, general
    and              83,341   82,085              254,011   241,684
    administrative
    costs
    Add back
    non-cash
    stock-based      6,667    6,248               20,889    19,357
    compensation
    expense
           Modified  136,538  125,023   9.2%      402,294   369,653    8.8%
           EBITDA
    Non-cash
    stock-based      7,140    6,813               22,317    21,094
    compensation
    expense
    Depreciation,
    amortization and 70,726   70,940              209,589   210,757
    accretion
    Net Interest     15,411   15,886              46,270    47,859
    expense
    Debt
    extinguishment   77       -                   77        -
    costs
    Non-cash
    interest expense 6,330    5,918               18,715    17,445
    and deferred
    debt costs
    Income tax       15,885   10,873              45,706    30,979
    expense
           Net       $20,969  $14,593             $59,620   $41,519
           Income
    Modified Gross   57.8%    58.3%               58.2%     58.3%
    Margin %
    Modified EBITDA  37.0%    36.3%               36.8%     36.4%
    Margin %
Free Cash Flow:
    Modified EBITDA  $136,538 $125,023  9.2%      $402,294  $369,653   8.8%
    Less: Capital    83,900   85,957    -2.4%     243,801   256,094    -4.8%
    Expenditures
    Unlevered Free   52,638   39,066    34.7%     158,493   113,559    39.6%
    Cash Flow
    Less: Net
    interest         15,411   15,886    -3.0%     46,270    47,859     -3.3%
    expense
    Levered Free     $37,227  $23,180   60.6%     $112,223  $65,700    70.8%
    Cash Flow

(1) For complete financials and related footnotes, please refer to the
Company's SEC filings.







tw telecom inc.
Consolidated Operations Highlights
(Dollars in thousands)
Unaudited (1)
                                                  Three Months Ended
                                                  Sept 30, June 30,
                                                  2012     2012      Growth %
Revenue
   Data and Internet services                     $189,164 $182,480  3.7%
   Voice services                                91,052   91,008    0.0%
   Network services                               81,261   83,009    -2.1%
         Service Revenue                          361,477  356,497   1.4%
   Intercarrier compensation                     7,457    8,006     -6.9%
                     Total Revenue                368,934  364,503   1.2%
Expenses
   Operating costs                               156,195  152,986
                     Gross Margin                 212,739  211,517
   Selling, general and administrative costs     83,341   84,580
   Depreciation, amortization and accretion       70,726   70,469
                     Operating Income            58,672   56,468    3.9%
   Interest expense                               (15,495) (15,612)
   Debt extinguishment costs                      (77)     -
   Non-cash interest expense and deferred debt    (6,330)  (6,248)
   costs
   Interest income                                84       93
                     Income before income taxes   36,854   34,701    6.2%
   Income tax expense                             15,885   15,382
                     Net Income                  $20,969  $19,319   8.5%
SUPPLEMENTAL INFORMATION TO RECONCILE MODIFIED GROSS MARGIN AND MODIFIED
EBITDA
   Gross Margin                                   $212,739 $211,517
   Add back non-cash stock-based compensation     473      455
   expense
                     Modified Gross Margin        213,212  211,972   0.6%
   Selling, general and administrative costs      83,341   84,580
   Add back non-cash stock-based compensation     6,667    6,594
   expense
                     Modified EBITDA              136,538  133,986   1.9%
   Non-cash stock-based compensation expense      7,140    7,049
   Depreciation, amortization and accretion       70,726   70,469
   Net Interest expense                           15,411   15,519
   Debt extinguishment costs                      77       -
   Non-cash interest expense and deferred debt    6,330    6,248
   costs
   Income tax expense                             15,885   15,382
                     Net Income                   $20,969  $19,319
   Modified Gross Margin %                        57.8%    58.2%
   Modified EBITDA Margin %                       37.0%    36.8%
Free Cash Flow
   Modified EBITDA                                $136,538 $133,986  1.9%
   Less: Capital Expenditures                     83,900   80,792    3.8%
   Unlevered Free Cash Flow                       52,638   53,194    -1.0%
   Less: Net interest expense                     15,411   15,519    -0.7%
   Levered Free Cash Flow                         $37,227  $37,675   -1.2%

(1) For complete financials and related footnotes, please refer to the
Company's SEC filings.







tw telecom inc.
Highlights of Results Per Share
Unaudited (1) (2)
                                                Three Months Ended
                                                Sept. 30  Jun. 30  Sept. 30
                                                2012      2012     2011
Weighted Average Shares Outstanding (thousands)
    Basic                                      147,973   147,497  147,084
    Diluted (2)                                 150,359   149,532  148,999
Basic & Diluted Income per Common Share         $0.14     $0.13    $0.10
                                                As of
                                                Sept. 30  Jun. 30  Sept. 30
                                                2012      2012     2011
Common shares (thousands)
    Actual Shares Outstanding                   151,271   150,966  149,332
Unvested Restricted Stock Units
and Restricted Stock Awards (thousands)         4,598     4,573    4,300
Options (thousands)
    Options Outstanding                        5,065     5,375    6,824
    Options Exercisable                        4,369     4,674    4,950
    Options Exercisable and In-the-Money        4,369     4,674    1,533

(1) For complete financials and related footnotes, please refer to the
Company's SEC filings.
(2) Stock options, restricted stock units/awards and convertible debt subject
to conversion, are excluded from the computation ofdiluted weighted average
shares outstanding if inclusion would be anti-dilutive. See the Company's SEC
filings for more details.







tw telecom inc.
Condensed Consolidated Balance Sheet Highlights
(Dollars in thousands)
Unaudited (1)
                                         Sept. 30     Jun. 30      Sept. 30
                                         2012         2012         2011
                    ASSETS
 Cash, equivalents, and short term       $459,397     $531,699     $469,093
 investments
 Receivables                             114,407      108,429      99,914
    Less: allowance                      (7,693)      (7,521)      (7,660)
       Net receivables                   106,714      100,908      92,254
 Prepaid expenses and other current      19,475       19,929       22,842
 assets
 Deferred income taxes                   65,008       65,008       40,428
       Total other current assets        84,483       84,937       63,270
 Property, plant and equipment           4,186,321    4,116,329    3,958,489
    Less: accumulated depreciation     (2,721,086)  (2,662,794)  (2,541,885)
       Net property, plant and           1,465,235    1,453,535    1,416,604
       equipment
 Deferred income taxes                   123,063      136,988      194,081
 Goodwill                                412,694      412,694      412,694
 Intangible assets, net of accumulated   19,362       14,928       19,417
 amortization
 Other assets, net                      22,736       22,862       25,290
       Total other non-current assets    577,855      587,472      651,482
              Total                      $2,693,684   $2,758,551   $2,692,703
                    LIABILITIES AND
                    STOCKHOLDERS'
                    EQUITY
 Current Liabilities
    Accounts payable                     $61,819      $57,433      $66,356
    Deferred revenue                     44,413       43,856       41,724
    Accrued taxes, franchise and other   65,975       65,274       68,708
    fees
    Accrued interest                    7,653        13,914       7,459
    Accrued payroll and benefits         40,840       40,730       39,738
    Accrued carrier costs                23,988       24,022       28,816
    Current portion of debt and lease    369,404      465,398      7,742
    obligations
    Other current liabilities            29,227       29,110       37,404
       Total current liabilities         643,319      739,737      297,947
 Long-Term Debt and Capital Lease
 Obligations
    2 3/8% convertible senior            373,743      373,744      373,744
    debentures, due 4/1/2026 (2)
    Unamortized Discount                (11,168)     (16,577)     (32,133)
       Net                               362,575      357,167      341,611
    Floating rate senior secured debt -  -            101,518      102,324
    Term Loan B, due 1/7/2013
    Floating rate senior secured debt -  464,250      465,482      469,176
    Term Loan B, due 12/30/2016
    8% senior unsecured notes, due
    3/1/2018, net of unamortized         427,905      427,808      427,518
    discount
    Capital lease obligations            17,917       17,837       16,594
       Less: current portion             (369,404)    (465,398)    (7,742)
       Total long-term debt and capital  903,243      904,414      1,349,481
       lease obligations
 Long-Term Deferred Revenue              24,031       24,629       22,330
 Other Long-Term Liabilities            36,840       36,046       33,636
 Stockholders' Equity                   1,086,251    1,053,725    989,309
              Total                      $2,693,684   $2,758,551   $2,692,703

(1) For complete financials and related footnotes, please refer to the
Company's SEC filings.
(2) Holders have the option to require the Company to purchase all or part of
the debentures on April 1, 2013, April 1, 2016 or April 1, 2021; or at any
time prior to April 1, 2026 to convert the debentures into equity. The Company
has the right to redeem the debentures in whole or in part at any time on or
after April 6, 2013.







tw telecom inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
Unaudited (1)
                                                 Three Months Ended
                                                 Sept. 30   Jun. 30   Sept. 30
                                                 2012       2012      2011
Cash flows from operating activities:
 Net Income                                     $20,969    $19,319   $14,593
 Adjustments to reconcile net income to net cash
 provided by operating activities:
      Depreciation, amortization and accretion   70,726     70,469    70,940
      Deferred income taxes                      15,329     14,947    10,426
      Stock-based compensation expense           7,140      7,049     6,813
      Amortization of discount on debt and       6,407      6,246     5,887
      deferred debt costs and other
 Changes in operating assets and liabilities:
      Accounts receivable, net                   (5,806)    (9,487)   (5,981)
      Prepaid expenses and other current and     1,226      (752)     (12,788)
      noncurrent assets
      Accounts payable                           3,172      (6,367)   (13,961)
      Accrued interest                           (6,239)    6,418     (6,381)
      Accrued payroll and benefits               165        10,724    1,037
      Deferred revenue, current and noncurrent   (41)       3,521     4,336
      Other current and noncurrent liabilities   (1,863)    (7,849)   1,004
                Net cash provided by operating   111,185    114,238   75,925
                activities
Cash flows from investing activities:
 Capital expenditures                            (83,474)   (80,792)  (84,491)
 Purchase of investments                         (19,927)   (79,711)  (97,572)
 Proceeds from sale of investments               20,828     69,579    97,562
 Other investing activities, net                 (1,178)    5,406     3,886
                Net cash used in investing       (83,751)   (85,518)  (80,615)
                activities
Cash flows from financing activities:
 Net proceeds from issuance of common stock upon
 exercise of
      stock options and vesting of restricted    4,307      8,393     1,525
      stock awards and units
 Purchases of treasury stock                     -          -         (34,612)
 Excess tax benefits from stock-based            500        268       -
 compensation
 Retirement of debt obligation                   (101,518)  -         -
 Payment of debt and capital lease obligations   (1,601)    (1,834)   (1,713)
                Net cash (used in) provided by   (98,312)   6,827     (34,800)
                financing activities
                Increase (decrease) in cash and  (70,878)   35,547    (39,490)
                cash equivalents
                Cash and cash equivalents at the 387,678    352,131   379,231
                beginning of the period
                Cash and cash equivalents at the $316,800   $387,678  $339,741
                end of the period
Supplemental disclosures cash, equivalents and
short term investments
                Cash and cash equivalents at the $316,800   $387,678  $339,741
                end of the period
                Short term investments           142,597    144,021   129,352
                           Total of cash,
                           equivalents and short $459,397   $531,699  $469,093
                           term investments
Supplemental disclosures of cash flow
information:
 Cash paid for interest                          $22,009    $9,489    $23,079
 Cash paid for income taxes, net of refunds      $1,508     $5,082    $575
 Addition of capital lease obligation            $426       -         $1,466
Supplemental information to reconcile capital
expenditures:
 Capital expenditures per cash flow statement    $83,474    $80,792   $84,491
 Addition of capital lease obligation            426        -         1,466
 Total capital expenditures                      $83,900    $80,792   $85,957
(1) For complete financials and related footnotes, please refer to the
Company's SEC filings.







tw telecom inc.
Selected Operating Statistics
Unaudited (1)
                    Three Months Ended
                    2011                              2012
                    Mar. 31 Jun. 30 Sept. 30 Dec. 31  Mar. 31 Jun. 30 Sept. 30
Operating Metrics:
  Buildings (2)    13,742  14,311  14,872   15,438   15,905  16,367  16,919
  Headcount
    Total           2,985   3,071   3,065    3,051    3,059   3,089   3,087
    Headcount
    Sales           564     553     564      555      551     546     543
    Associates
  Customers
     Total          27,234  27,322  27,376   27,509   27,495  27,569  27,699
     Customers

(1) For complete financials and related footnotes, please refer to the
Company's SEC filings.
(2) Reflects on-net buildings and ILEC Local Serving Offices (LSOs) directly
served by the Company's fiber network.



SOURCE tw telecom inc.

Website: http://www.twtelecom.com
Contact: Investor Relations, Carole Curtin, +1-303-566-1000,
carole.curtin@twtelecom.com, or Media Relations, Bob Meldrum, +1-303-566-1354,
bob.meldrum@twtelecom.com