tw telecom Reports First Quarter 2013 Results

                tw telecom Reports First Quarter 2013 Results

Delivers 6.2% Year over Year Revenue Growth while investing in Growth
Initiatives

Delivers New Products and Ongoing Innovation

Completes refinancing and executes more than $105 million of share repurchases
while retiring nearly 40% par value of Convertible Debt through May 3rd

PR Newswire

LITTLETON, Colo., May 6, 2013

LITTLETON, Colo., May 6, 2013 /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 first quarter 2013 financial results,
including $381.2 million of revenue, $13.1 million of net income, $136.0
million of Modified EBITDA^1 ^ ("M-EBITDA"), $81.6 million of net cash
provided by operating activities and $23.9 million of levered free cash
flow^3.

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

"We've had a productive start to the year, as we commenced our growth
initiatives, delivered ongoing revenue growth and cash flow generation and
executed several strategic balance sheet activities," said Larissa Herda, tw
telecom's Chairman, CEO and President. "The growth initiatives we announced in
February are under way as we focus on delivering additional product
innovation, increasing our sales coverage, as well as further automating the
business and expanding our market reach. Everything we're doing is to
increase our sales momentum and the trajectory of our revenue growth as we
continue with our comprehensive balanced approach to win market share."

Highlights for the First Quarter 2013

  oGrew total revenue 0.9% sequentially and 6.2% year over year
  oGrew enterprise revenue 0.7% sequentially and 8.2% year over year
  oGrew data and Internet revenue 2.2% sequentially and 14.3% year over year,
    driven primarily by a 19.4% increase in strategic Ethernet and VPN-based
    product revenue
  oDelivered net income of $13.1 million, or $0.09 basic earnings per share
  oDelivered M-EBITDA of $136.0 million representing a 35.7% M-EBITDA
    margin^1
  oDelivered $23.9 million of levered free cash flow, representing 6.3% of
    revenue
  oExecuted $60.0 million of share repurchases

Subsequent Events April 1 through May 3

  oExecuted an additional $45.5 million of share repurchases for $105.5
    million total year to date
  oRetired nearly 40% of the par amount of convertible debt or $145.1
    million, via open market purchases or voluntary conversions, which have
    been or will be settled in cash
  oRefinanced and upsized term loan and revolver with lower rates, longer
    maturities and greater covenant flexibility

Business Trends

"Our first quarter results were in line with our expectations, including
several discrete items that we communicated in February," said Mark Peters, tw
telecom's Executive Vice President and Chief Financial Officer. "We continued
with our track record of thoughtful balance sheet management. Through May
3rd, we refinanced our secured debt at attractive terms, executed $105.5
million in share repurchases and retired nearly 40% of the par value of our
convertible debt that has been, or will be, settled for cash. We expect to
continue our share repurchase plan this year and to retire the balance of our
convertible debt in the near term," said Peters. 

Product Innovation and Differentiation

"Our plans for 2013 include further differentiation of our product portfolio,"
said John Blount, tw telecom's Chief Operating Officer. "We're focused on
both innovative new capabilities as well as enhancements to our core
strengths. To further evolve our core portfolio, we've recently launched
advanced SIP capabilities and a premium Internet security service.We expect
to launch later this year new managed services features and our 40 and 100
gigabit Ethernet services with a native handoff for use in customers' metro
networks. Additionally, we continue to actively develop our innovative future
Constellation Platform and capabilities, which encompasses our Intelligent
Network services."

"Our product enhancements and ongoing innovation are part of our growth
initiatives designed to achieve greater market differentiation, win additional
market share and further drive our sales momentum and revenue growth," said
Blount.

Operational Metrics

Revenue churn^4 was 0.8% for the current quarter, down from 0.9% in the prior
quarter and 1.1% in the same period last year. 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 both the prior quarter
and the same quarter last year and indicative of a loyal customer base, strong
customer experience strategy and competitive product portfolio.

The Company had over 28,000 customers as of March 31, 2013. Customer churn^4
was 0.9% for both the current quarter and prior quarter, down from 1.0% in the
same quarter last year. The Company ended the quarter with over 29,000 fiber
route miles (of which over 22,000 were metro miles).

Capital Investments

Capital investments were $90.9 million for the quarter as compared to the
prior quarter of $99.6 million and for the same period last year of $79.1
million. The fluctuation between periods primarily reflects timing of
projects as well as a year over year increase in investments to support new
product and other technology initiatives.

The Company continues to expect capital investments for 2013 to be
approximately $360 to $370 million, with the majority tied to new sales
opportunities.

Trends and 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, settlements, repricing for contract renewals and fluctuations in
revenue churn, expenses, capital expenditures and taxes and fees.

The Company's bookings^7, or sales, continued to grow compared to the same
period last year as it takes market share and sells more to existing
customers, although not at a high enough rate to sustain its 2012 revenue
growth rate. The Company commenced its growth initiatives that were
previously announced in February, with the goal to increase sales and
ultimately to accelerate its overall revenue growth rate. These initiatives
include both operating expense and capital investments that are expected to
temporarily impact Modified EBITDA margin and cash flow until growth in
recurring revenue absorbs these increased costs and investments.

In April, the Company refinanced its $462 million term loan and replaced its
undrawn $80 million revolving credit facility with a $520 million term loan
and a $100 million revolving credit facility, which is undrawn. This
refinancing extended the Company's maturities, substantially improved its
interest rate and provided additional covenant flexibility.

Year to date through May 3, the Company executed $105.5 million of share
repurchases, or 4.1 million shares; and retired $145.1 million par amount of
its convertible debt through open market purchases and voluntary conversions
that have been, or will be, settled for cash. Giving effect to these
repurchases and pending retirements, the Company has $228.6 million par value
of outstanding convertible debt that it expects to retire in the near future.

Pro-forma for additional convertible debt retirement and share repurchases,
the Company expects to maintain a minimum of $300 million in cash, equivalents
and short term investments by year-end, in order to provide ongoing liquidity
and the flexibility for other operating and strategic initiatives.

Year over Year Results – First Quarter 2013 compared to First Quarter 2012

Revenue for the quarter was $381.2 million compared to $358.9 million for the
first quarter last year, representing a year over year increase of $22.3
million or 6.2%. Revenue grew primarily due to ongoing enterprise revenue
growth. Key changes in revenue included:

  o$23.0 million increase in revenue from enterprise customers, or 8.2% year
    over year, driven primarily by data and Internet services
  o$1.0 million decrease in revenue from carriers, primarily due to churn and
    repricing for contract renewals, largely offset by growth in Ethernet
    services
  o$0.3 million increase in intercarrier compensation revenue primarily
    reflecting an increase in minutes of use and higher settlements in the
    current quarter, which offset the impact of a mandatory FCC rate reduction
    in July 2012

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

  o14.3% 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 53% of total revenue for the quarter compared to 49% a year ago
  o3.1% increase in voice services, primarily from converged and other voice
    solutions and certain taxes and fees, partially offset by churn. Voice
    revenue represented 24% of total revenue for the quarter compared to 25% a
    year ago
  o7.0% decrease in network services, primarily reflecting the net impact of
    churn and repricing for contract renewals. Network services revenue
    represents 21% of total revenue for the quarter compared to 24% a year ago

Operating Costs

Operating costs for the quarter increased year over year, which included
increases in network access costs primarily as a result of revenue growth, as
well as higher maintenance and employee-related costs. Operating costs as a
percentage of revenue were 42.3% for the quarter compared to 41.6% for the
same period last year. Modified gross margin^6 as a percentage of revenue was
57.9% in the current quarter compared to 58.6% in the same period last year
due to an increase in network access and maintenance costs. 

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 higher
employee-related costs, including commissions, additional headcount,
merit-based increases and stock-based compensation. SG&A costs as a
percentage of revenue increased to 24.5% for the quarter from 24.0% for the
same period last year. This primarily reflects higher employee costs, which
increased as a percentage of revenue year over year.

Net Income

Net income was $13.1 million for the quarter compared to $19.3 million from
the same period last year, reflecting an increase in interest expense related
to the October 2012 financing and higher depreciation expense, resulting from
asset additions and the timing of assets becoming fully depreciated, offset by
M-EBITDA growth and lower income tax expense. The Company delivered basic
earnings per share of $0.09 for the current quarter as compared to $0.13 for
the same period last year.

M-EBITDA and Margins

M-EBITDA grew to $136.0 million for the quarter, an increase of 3.2% from the
same period last year primarily as a result of revenue growth. M-EBITDA
margin for the quarter was 35.7% as compared to 36.7% for the same period last
year, as network access costs, employee costs and maintenance costs as a
percentage of revenue increased year over year.

Sequential Results – First Quarter 2013 compared to Fourth Quarter 2012

Revenue for the quarter was $381.2 million, as compared to $377.9 million for
the fourth quarter of 2012, an increase of $3.3 million, or 0.9%, representing
the 34^th consecutive quarter of sequential growth. Revenue grew primarily
due to ongoing enterprise growth. Key changes in revenue included:

  o$2.2 million increase in enterprise revenue, driven primarily by data and
    Internet services, offset by a $2.2 million customer settlement in the
    prior quarter that did not recur and a rate reduction for certain taxes
    and fees
  o$0.2 million increase in revenue from carrier customers, primarily
    reflecting growth in Ethernet services, offset by churn and repricing for
    contract renewals
  o$0.9 million increase in intercarrier compensation revenue, primarily
    reflecting an increase in the minutes of use and higher settlements

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

  o2.2% increase for data and Internet services, primarily driven by an
    increase in strategic Ethernet and VPN-based products and other services,
    partially offset by a $2.2 million customer settlement in the prior
    quarter that did not recur as well as churn and repricing
  oVoice services were largely unchanged, primarily reflecting an increase in
    converged solutions, offset by churn and a rate reduction for certain
    taxes and fees
  o2.7% decrease in network services, primarily reflecting the net impact of
    churn and repricing for contract renewals and a reduction in settlements

Operating Costs

Operating costs increased primarily due to higher network access costs as a
result of revenue growth, as well as increased employee-related costs, largely
due to the resetting of payroll taxes, somewhat offset by a reduction in the
rate of certain taxes and fees. Operating costs were 42.3% of revenue for the
quarter and 42.1% for the prior quarter. Modified gross margin for the
quarter as a percentage of revenue was 57.9% compared to 58.0% in the prior
quarter.

Selling, General and Administrative Costs

SG&A costs increased primarily reflecting higher employee-related costs,
including the impact of the annual resetting of payroll taxes and higher
stock-based compensation expense. SG&A was 24.5% of revenue for the quarter
and 23.1% for the prior quarter.

Net Income

Net income was $13.1 million for the quarter, down from $17.3 million in the
prior quarter, primarily reflecting a decrease in M-EBITDA, largely
attributable to the annual resetting of payroll taxes, as well as an increase
in stock-based compensation expense. The Company delivered basic earnings per
share of $0.09 for the quarter compared to $0.11 in the prior quarter.

M-EBITDA and Margins

M-EBITDA was $136.0 million for the quarter, a decrease of 1.6% from the prior
quarter primarily as a result of increased selling, general and administrative
costs as discussed above.M-EBITDA margin was 35.7% for the quarter compared
to 36.6% for the prior quarter, reflecting primarily an increase in payroll
taxes, network costs and the impact of a customer settlement in the prior
quarter that did not recur.

tw telecom plans to conduct a webcast conference call to discuss its earnings
results on May 7, 2013 at9:00 a.m. MDT (11:00 a.m. EDT). To access the
webcast and the financial and other information to be discussed in the
webcast, visit www.twtelecom.comunder "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 2013 and beyond, including statements regarding product and
platform plans, growth prospects, market opportunities, sales growth, cash
flow, growth initiatives, sales force, customer opportunities, network
capabilities, sales and installations timing, demand, revenue growth, margins,
expense trends, churn, business trends and fluctuations, future cash balances,
future share repurchases, debt retirement 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
2012 Annual Report on Form 10-K and in its quarterly reports on Form 10-Q for
the quarter ended March 31, 2013 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
                                               March 31,
                                               2013      2012        Growth %
Revenue
     Data and Internet services               $202,082  $176,851    14.3%
     Voice services                           92,355    89,621      3.1%
     Network services                          78,863    84,804      -7.0%
            Service Revenue                    373,300   351,276     6.3%
     Intercarrier compensation                7,909     7,649       3.4%
                      Total Revenue            381,209   358,925     6.2%
Expenses
     Operating costs                          161,082   149,193
                      Gross Margin             220,127   209,732
     Selling, general and administrative       93,562    86,090
     costs
     Depreciation, amortization and accretion  74,395    68,394
                      Operating Income        52,170    55,248      -5.6%
     Interest expense                         (21,546)  (15,444)
     Non-cash interest expense and deferred    (6,794)   (6,137)
     debt costs
     Interest income                           277       104
                      Income before income     24,107    33,771      -28.6%
                      taxes
     Income tax expense                        10,963    14,439
                      Net Income               $13,144   $19,332     -32.0%
SUPPLEMENTAL INFORMATION TO RECONCILE MODIFIED GROSS MARGIN AND MODIFIED
EBITDA
     Gross Margin                              $220,127  $209,732
     Add back non-cash stock-based             583       500
     compensation expense
                      Modified Gross Margin    220,710   210,232     5.0%
     Selling, general and administrative costs 93,562    86,090
     Add back non-cash stock-based             8,879     7,628
     compensation expense
                      Modified EBITDA          136,027   131,770     3.2%
     Non-cash stock-based compensation expense 9,462     8,128
     Depreciation, amortization and accretion  74,395    68,394
     Net Interest expense                     21,269    15,340
     Non-cash interest expense and deferred    6,794     6,137
     debt costs
     Income tax expense                        10,963    14,439
                      Net Income               $13,144   $19,332
     Modified Gross Margin %                   57.9%     58.6%
     Modified EBITDA Margin %                  35.7%     36.7%
Free Cash Flow
     Modified EBITDA                           $136,027  $131,770    3.2%
     Less: Capital Expenditures                90,853    79,109      14.8%
     Unlevered Free Cash Flow                  45,174    52,661      -14.2%
     Less: Net interest expense               21,269    15,340      38.7%
     Levered Free Cash Flow                   $23,905   $37,321     -35.9%
(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
                                                 Mar. 31   Dec. 31
                                                 2013      2012       Growth %
Revenue
      Data and Internet services                 $202,082  $197,802   2.2%
      Voice services                            92,355    92,062     0.3%
      Network services                           78,863    81,014     -2.7%
             Service Revenue                     373,300   370,878    0.7%
      Intercarrier compensation                 7,909     7,015      12.7%
                        Total Revenue            381,209   377,893    0.9%
Expenses
      Operating costs                           161,082   159,179
                        Gross Margin             220,127   218,714
      Selling, general and administrative costs 93,562    87,412
      Depreciation, amortization and accretion   74,395    74,703
                        Operating Income        52,170    56,599     -7.8%
      Interest expense                           (21,546)  (21,720)
      Non-cash interest expense and deferred     (6,794)   (6,771)
      debt costs
      Interest income                            277       512
                        Income before income     24,107    28,620     -15.8%
                        taxes
      Income tax expense                         10,963    11,352
                        Net Income              $13,144   $17,268    -23.9%
SUPPLEMENTAL INFORMATION TO RECONCILE MODIFIED GROSS MARGIN AND
MODIFIED EBITDA
      Gross Margin                               $220,127  $218,714
      Add back non-cash stock-based compensation 583       476
      expense
                        Modified Gross Margin    220,710   219,190    0.7%
      Selling, general and administrative costs  93,562    87,412
      Add back non-cash stock-based compensation 8,879     6,507
      expense
                        Modified EBITDA          136,027   138,285    -1.6%
      Non-cash stock-based compensation expense  9,462     6,983
      Depreciation, amortization and accretion   74,395    74,703
      Net Interest expense                       21,269    21,208
      Non-cash interest expense and deferred     6,794     6,771
      debt costs
      Income tax expense                         10,963    11,352
                        Net Income               $13,144   $17,268
      Modified Gross Margin %                    57.9%     58.0%
      Modified EBITDA Margin %                   35.7%     36.6%
Free Cash Flow
      Modified EBITDA                            $136,027  $138,285   -1.6%
      Less: Capital Expenditures                 90,853    99,624     -8.8%
      Unlevered Free Cash Flow                   45,174    38,661     16.8%
      Less: Net interest expense                 21,269    21,208     0.3%
      Levered Free Cash Flow                     $23,905   $17,453    37.0%
(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
                                                Mar. 31  Dec. 31  Mar. 31
                                                2013     2012     2012
Weighted Average Shares Outstanding (thousands)
    Basic                                      149,129  148,253  146,967
    Diluted (2)                                 152,452  152,311  149,090
Basic and Diluted Income per Common Share       $0.09    $0.11    $0.13
                                                As of
                                                Mar. 31  Dec. 31  Mar. 31
                                                2013     2012     2012
Common shares (thousands)
    Actual Shares Outstanding                   151,388  151,397  150,374
Unvested Restricted Stock Units
and Restricted Stock Awards (thousands)         4,209    4,573    4,596
Options (thousands)
    Options Outstanding                        3,233    4,860    5,977
    Options Exercisable                        3,075    4,169    5,268
    Options Exercisable and In-the-Money        3,075    4,169    4,564

(1)       For complete financials and related footnotes, please refer to the
          Company's SEC filings.
          Stock options, restricted stock units/awards and convertible debt
(2)       subject to conversion, are excluded from the computation of diluted
          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)
                                        Mar. 31      Dec. 31      Mar. 31
                                        2013         2012         2012
                          ASSETS
Cash, equivalents, and short term       $913,285     $974,292     $486,667
investments
Receivables                             111,379      106,770      100,070
         Less: allowance                (6,949)      (7,067)      (8,649)
                  Net receivables       104,430      99,703       91,421
Prepaid expenses and other current      24,524       19,164       18,334
assets
Deferred income taxes                   76,160       76,160       65,008
                  Total other current   100,684      95,324       83,342
                  assets
Property, plant and equipment           4,327,939    4,247,868    4,080,835
         Less: accumulated             (2,812,332)  (2,755,622)  (2,641,851)
         depreciation
                  Net property, plant   1,515,607    1,492,246    1,438,984
                  and equipment
Deferred income taxes                   91,238       101,885      148,432
Goodwill                                412,694      412,694      412,694
Intangible assets, net of accumulated   16,063       17,578       16,335
amortization
Other assets, net                      28,985       30,015       23,875
                  Total other           548,980      562,172      601,336
                  non-current assets
                          Total         $3,182,986   $3,223,737   $2,701,750
                  LIABILITIES AND STOCKHOLDERS'
                  EQUITY
Current Liabilities
         Accounts payable               $57,096      $55,857      $56,142
         Deferred revenue               46,758       45,471       42,923
         Accrued taxes, franchise and   58,351       60,844       65,840
         other fees
         Accrued interest              20,516       20,343       7,488
         Accrued payroll and benefits   33,685       45,727       29,969
         Accrued carrier costs          19,183       30,765       25,154
         Current portion of debt and    380,687      374,969      108,482
         lease obligations
         Other current liabilities      34,157       29,163       31,132
                  Total current         650,433      663,139      367,130
                  liabilities
Long-Term Debt and Capital Lease
Obligations
         2 3/8% convertible senior
         debentures, due 4/1/2026 (2)   373,702      373,743      373,744
         (4)
         Unamortized Discount          -            (5,643)      (21,872)
                  Net                   373,702      368,100      351,872
         Floating rate senior secured
         debt - Term Loan B, due        -            -            101,787
         1/7/2013
         Floating rate senior secured
         debt - Term Loan B, due        461,787      463,019      466,713
         12/30/2016 (3)
         8% senior unsecured notes, due
         3/1/2018, net of unamortized   428,098      428,001      427,711
         discount
         5 3/8% senior unsecured notes, 480,000      480,000      -
         due 10/1/2022
         Capital lease obligations      22,644       20,091       18,178
                  Less: current portion (380,687)    (374,969)    (108,482)
                  Total long-term debt
                  and capital lease     1,385,544    1,384,242    1,257,779
                  obligations
Long-Term Deferred Revenue              22,454       23,177       22,041
Other Long-Term Liabilities            43,862       41,240       35,784
Stockholders' Equity                   1,080,693    1,111,939    1,019,016
                          Total         $3,182,986   $3,223,737   $2,701,750

(1)   For complete financials and related footnotes, please refer to the
      Company's SEC filings.
          Holders have the option to require the Company to purchase all or
          part of the debentures on 4/1/13, 4/1/16 or 4/1/21; or at any time
(2)       prior to 4/1/26 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 4/6/13.
          The Company's Term Loan B and revolving credit facility were
(3)       refinanced effective April 17, 2013. See the Company's SEC filings
          for more details.
(4)       See the press release narrative for retirements of convertible debt
          subsequent to March 31, 2013.





tw telecom inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
Unaudited (1)
                                               Three Months Ended
                                               Mar. 31,   Dec. 31,   Mar. 31,
                                               2013       2012       2012
Cash flows from operating activities:
 Net Income                                   $13,144    $17,268    $19,332
 Adjustments to reconcile net income to net
 cash provided by operating activities:
     Depreciation, amortization and accretion  74,395     74,703     68,394
     Deferred income taxes                     10,617     4,253      14,030
     Stock-based compensation expense          9,462      6,983      8,128
     Amortization of discount on debt and      6,795      6,772      6,121
     deferred debt costs and other
 Changes in operating assets and liabilities:
     Accounts receivable, net                  (4,727)    7,011      4,761
     Prepaid expenses and other current and    (2,225)    1,197      (173)
     noncurrent assets
     Accounts payable                          (1,134)    (1,254)    4,020
     Accrued interest                          150        12,680     (6,466)
     Accrued payroll and benefits              (12,016)   4,914      (14,334)
     Deferred revenue, current and noncurrent  564        204        415
     Other current and noncurrent liabilities  (13,425)   9,161      (9,867)
              Net cash provided by operating   81,600     143,892    94,361
              activities
Cash flows from investing activities:
 Capital expenditures                          (87,800)   (97,069)   (76,783)
 Purchase of investments                       (50,932)   (103,308)  (40,102)
 Proceeds from sale of investments             33,990     77,748     36,474
 Other investing activities, net               (2,240)    (1,963)    301
              Net cash used in investing       (106,982)  (124,592)  (80,110)
              activities
Cash flows from financing activities:
 Net proceeds (tax withholdings) from issuance
 of common stock upon exercise of stock        6,158      3,327      (2,565)
 options and vesting of restricted stock
 awards and units
 Purchases of treasury stock                   (54,627)   (1,890)    (11,519)
 Excess tax benefits (shortfalls) from         601        (3)        448
 stock-based compensation
 Net proceeds from issuance of debt            -          470,796    -
 Retirement of debt obligation                 (59)       -          -
 Payment of debt and capital lease obligations (1,709)    (1,602)    (1,878)
              Net cash (used in) provided by   (49,636)   470,628    (15,514)
              financing activities
              (Decrease) increase in cash and  (75,018)   489,928    (1,263)
              cash equivalents
              Cash and cash equivalents at the 806,728    316,800    353,394
              beginning of the period
              Cash and cash equivalents at the $731,710   $806,728   $352,131
              end of the period
Supplemental disclosures cash, equivalents and
short term investments
              Cash and cash equivalents at the $731,710   $806,728   $352,131
              end of the period
              Short term investments           181,575    167,564    134,536
                         Total of cash,
                         equivalents and short $913,285   $974,292   $486,667
                         term investments
Supplemental disclosures of cash flow
information:
 Cash paid for interest                        $21,631    $9,223     $22,361
 Cash paid for income taxes, net of refunds    ($60)      $1,235     ($24)
 Addition of capital lease obligation          $3,053     $2,555     $  2,326
Supplemental information to reconcile capital
expenditures:
 Capital expenditures per cash flow statement  $87,800    $97,069    $76,783
 Addition of capital lease obligation          3,053      2,555      2,326
 Total capital expenditures                    $90,853    $99,624    $79,109
(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
                      2012                              2013
                      Mar. 31 Jun. 30 Sept. 30 Dec. 31  Mar. 31
Operating Metrics:
 Buildings (2)      15,905  16,367  16,919   17,948   18,466
 Headcount
  Total Headcount     3,059   3,089   3,087    3,147    3,191
  Sales Associates   551     546     543      574      578
 Customers
   Total Customers   27,495  27,569  27,699   27,966   28,292

(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, 303 566-1000,
carole.curtin@twtelecom.com or Media Relations, Bob Meldrum, 303 566-1354,
bob.meldrum@twtelecom.com