Tom Robey - Robert D. Marcus - Chairman and Chief Executive Officer Arthur T. Minson - Chief Financial Officer and Executive Vice President Dinesh C. Jain - Chief Operating Officer.

Benjamin Swinburne - Morgan Stanley, Research Division Craig Moffett - MoffettNathanson LLC Jessica Reif Cohen - BofA Merrill Lynch, Research Division Richard Greenfield - BTIG, LLC, Research Division Yiyan Zhang - JP Morgan Chase & Co, Research Division Marci Ryvicker - Wells Fargo Securities, LLC, Research Division Thomas William Eagan - Telsey Advisory Group LLC Vijay A.

Jayant - ISI Group Inc., Research Division James M. Ratcliffe - The Buckingham Research Group Incorporated Michael McCormack - Jefferies LLC, Research Division James C. Goss - Barrington Research Associates, Inc., Research Division Frank G. Louthan - Raymond James & Associates, Inc., Research Division Tuna N.

Amobi - S&P Capital IQ Equity Research Matthew J. Harrigan - Wunderlich Securities Inc., Research Division.

Hello, and welcome to the Time Warner Cable Third Quarter 2014 Earnings Conference Call. [Operator Instructions] Today's conference is being recorded. If you have any objections, you be disconnect at this time. Now I will turn the call over to Mr. Tom Robey, Senior Vice President of Time Warner Cable, Investor Relations. Thank you. You may begin..

Thanks, Candy, and good morning, everyone. Welcome to Time Warner Cable's 2014 Third Quarter Earnings Conference Call. This morning, we issued a press release detailing our 2014 third quarter results. Before we begin, there are several items I need to cover. First, we refer to certain non-GAAP measures.

Definitions and schedules setting out reconciliations of these historical non-GAAP financial measures to the most directly comparable GAAP financial measures are included in our earnings release and trending schedules.

Second, today's conference call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances.

Actual results may vary materially from those expressed or implied by the statements herein due to various factors which are discussed in detail in our SEC filings.

Time Warner Cable is under no obligation to, and in fact, expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Third, the quarterly growth rates disclosed on this conference call are on a year-over-year basis, unless otherwise noted as sequential. Fourth, today's press release, trending schedules and presentation slides are available on our website at twc.com/investors.

And finally, following prepared comments by Rob Marcus and Artie Minson, Rob, Artie and our COO, Dinni Jain, will be available to answer your questions. With that covered, I'll thank you, and turn the call over to Rob.

Rob?.

Thanks, Tom, and good morning, everyone. Overall, I'm pleased with our Q3 financial and subscriber performance. Revenue growth continued to accelerate, reaching 3.6% year-over-year, adjusted OIBDA grew 2.4% year-over-year and was essentially flat quarter-over-quarter, bucking an 8-year trend of Q2 to Q3 sequential declines.

And adjusted diluted EPS increased 10.1% from last year's Q3, even without the help of continued stock buybacks. Customer relationship trends were the best for any third quarter in the last 6 years. HSD net adds were particularly strong, more than AT&T and Verizon combined, and our best Q3 in 5 years.

As you would expect, we're fully engaged both in obtaining the government approvals necessary to close the Comcast deal and in planning for post-merger integration. However, for most of our organization, the primary focus remains executing on our operating plan so that we can deliver a very healthy Time Warner Cable to Comcast.

On the merger front, I'm delighted that earlier this month, both TWC and Comcast shareholders voted overwhelmingly in favor of the combination. The regulatory review process at the federal, state and local levels is going pretty much as expected, albeit somewhat more slowly. We remain confident that the transaction will close in early 2015.

In the meantime, the planning process continues to go very well. In recent months, TWC employees have participated in hundreds of transition planning meetings with Comcast and Charter. It's a complex exercise but the working relationships are good, and we're making excellent progress.

As I mentioned, despite the merger-related activities, our 52,000-plus employees continue to be consumed with their day jobs, growing our business and improving the customer experience.

Back in January, we shared with you our 3-year strategic and operating plan, and I'm extremely proud of the progress our team has made against that plan in spite of the natural distractions attendant to the Comcast and Charter transactions. Let me walk you through some of the highlights.

Our Residential business is unquestionably healthier today than it was 9 months ago. We set out to drive more subscriber volume so we would become somewhat less dependent on rate for Residential revenue growth. We've delivered.

Through the end of Q3, we'd added almost 1 million residential PSUs than we did in the first 3 quarters last year, a real turnaround with meaningful improvements in both customer acquisition and retention. We've driven voluntary churn down through better performance in our retention centers, front counters and retail stores.

Customer acquisition has improved steadily in the first 3 quarters of the year, capped by a 9% year-over-year improvement in customer relationship connects in Q3. You'll recall that I challenged our team to add 1 million Residential customer relationships over 3 years.

Three quarters in, we've already added close to 100,000, which is way ahead of our schedule. October subscriber performance also looks really good. The bottom line is that subscriber trends are better. Over the long term, we know that our ability to attract and retain customers will depend on reliability and customer service.

Dinni has driven our team's renewed focus on outage reduction, change management and disciplined execution to deliver improvements in both areas, improvements that are perceptible and meaningful to our customers.

Using our advanced network monitoring tools, we've identified those segments of our plant generating the most customer impacting issues, and we've already taken steps to improve plant performance at over 10,000 nodes.

These investments, along with improved troubleshooting by our care agents, have yield in a more than 12% year-over-year reduction in trouble calls per customer relationship. That's 500,000 fewer service-related truck rolls year-to-date. And reducing service visits is just one of the ways we're improving the customer service experience.

Last quarter, I reported that we had not only instituted 1 hour service windows throughout our footprint, but then on top of that, our on-time arrival percentage had improved. In Q3, it was better still, with our company-wide on-time percentage reaching 96%.

And rework, a measure of whether we're solving customer issues the first time, is also at historic lows. We're pleased with the strides we've made, but we're by no means satisfied. We're very much committed to continuous improvement. We also continue to invest in our products. We remain very enthusiastic about our Maxx rollout.

Our team has done a tremendous job on this initiative so far this year. We've completed the process of going all digital in our largest and most complicated systems, New York City and L.A., and by the end of next month, every household we pass in New York City, L.A.

and Austin, that's close to 8.5 million homes in all, will be able to subscribe to 300 megabits per second high-speed data. And the great news is, is that Maxx is starting to yield improved customer satisfaction. In addition to our Maxx initiatives, we're now deploying next-generation whole-home DVRs.

These boxes allow customers to watch and record 6 shows simultaneously and record up to 150 hours of HD content. We've also continued the rollout of our first-generation cloud-based guide featuring an advanced VOD portal. It's now on almost 7 million set-top boxes.

Again, in Q3, VOD usage trends were better in homes with the new guide than those with our traditional guide. Our second-generation cloud-based guide is now out of beta and in paying customers' homes. This is a very significant achievement.

Our UI is the first in the industry to be fully HTML5-based, which means that it not only functions on our leased set-top boxes, but also works with a wide range of consumer-owned devices. I just visited with our software developers in Denver to demo the most recent version. It looks and works great.

We continue to improve our TWC TV apps and deploy WiFi Hotspots. Both achieved record usage in Q3, with over 10 million visits to the TWC TV App in September and over 20 million WiFi sessions in September. The increased usage is key as TWC TV App and TWC WiFi users churn less than comparable nonusers.

In business services, we've now reached a $3 billion annual revenue run rate, right on track toward our goal of over $5 billion of annual revenue by 2018.

Equally important, in my view, is that we've turned the corner in scaling the business, whereas Q3 business services revenue was 21.9% higher than a year ago, Q3 adjusted OIBDA contribution from business services increased by 28.5%. To fuel more growth in the mid-market, we're making significant investments in our product portfolio.

I'm pleased to report that with our national Ethernet, managed router and more sophisticated voice offerings like the PRI and SIP, we now have the full complement of products required to effectively serve the mid-market. No surprise. We're very bullish on Business Services.

If all of this sounds like we're running the business as if we were operating it for the long haul, it's because we are. Until it's time to pass the baton to Comcast, we're intent on strengthening and growing our business and improving our customers' experience. I once again want to commend our team for their commitment and focus during this time.

So to summarize, I feel very good about our position. We're executing well against our plan, and we're continuing to expect the Comcast merger to close early in 2015. With that as an overview, let me ask Artie to briefly cover the key takeaways from our third quarter results.

Artie?.

Thanks, Rob, and good morning, everyone. Let me turn to the Q3 highlights, starting with customer relationships, where we performed very well. On the Residential side, we lost 18,000 customer relationships in Q3, and in Business Services, we added 16,000 customer relationships.

So on a combined basis, we came close to breakeven, which again is the best result for a Q3 in 6 years. The Q3 Residential CR performance was driven by a 9% improvement in connects. We saw a nice improvement in our online and inbound sales channels combined with slightly lower churn.

On the churn front, one of the good news items is the fact that the disconnect rate was down 3% in FiOS and U-verse areas. On an individual product basis, Residential video net declines of 184,000 were 122,000 better than last year. Admittedly, an easy comp given last year's programming disputes.

Most of the improvement on a net basis came in triples, as a result of higher triple play connects and lower single play video disconnects. Broadband volume was very strong.

Residential net adds of 92,000 were the best for a third quarter in several years, and total broadband net adds, including both the Residential and Business Services of 108,000, were the best for a third quarter in 5 years. The positive mix shift in residential HSD continued.

Our 3 highest speed tiers now comprise 35% of our HSD customers, up from 28% a year ago. Our everyday low price $14.99 light HSD tier, which is designed for more price-sensitive customers, continued to be an effective tool to attract customers from DSL. In Q3, we reached our goal of gaining a net 500,000 DSL customers, 2 quarters ahead of schedule.

The $14.99 offer continue to account for approximately 15% of new Internet connects in the third quarter, and now makes up approximately 5.5% of our HSD base. Phone posted its strongest third quarter in several years, mostly due to increased triple play sell-in, increased double to triple migrations and fewer triple plays dropping voice.

In terms of overall subscriber performance in the quarter, September was by far the strongest subscriber month in the quarter, both in terms of absolute net adds and on a year-over-year basis. September's momentum has continued into the first part of Q4.

Subscriber net adds in October were considerably better than last year and were in fact a good bit better than in 2012 as well. With that, let's move on to our Q3 financial results. Total revenue of $5.7 billion was up 3.6% year-over-year. Residential Services revenue grew $36 million or 0.8% year-over-year, driven by $1.52 increase in ARPU per CR.

Broadband revenue growth was the key driver, with total revenue up close to 11% as a result of both the strong subscriber growth I mentioned earlier and ARPU growth of 7.2%. In Business Services, revenue increased $130 million or approximately 22% year-over-year in Q3.

The big story here though is operating leverage, as over the last year, we have converted 75% of incremental Business Services revenue into segment adjusted OIBDA. Sales rep productivity continue to improve in Q3, and we continue to manage costs aggressively.

As a result, segment adjusted OIBDA margin increased by approximately 300 basis points to 61%. Other operations revenue grew 11.5% in Q3.

Media sales revenue, which as I noted at a recent investor conference has been running shy of our expectations and increased 9%, primarily due to growth in political advertising revenue, which was $26 million in the quarter versus $12 million in last year's Q3.

Excluding political, ad revenue grew a little under 4%, with virtually all of that growth coming from local and regional. We expect ad revenue growth to accelerate in Q4 as political advertising peaks. Other revenue increased primarily due to affiliate fees from our Residential Services segment for carriage of the Dodgers RSN.

As we had indicated on our last earnings call, we expected a modest sequential decline in adjusted OIBDA in Q3, consistent with the trend in prior years. But we managed to match Q2 performance of $2.05 billion, resulting in the best sequential adjusted OIBDA trend in 8 years. On year-over-year basis, adjusted OIBDA grew $49 million or 2.4%.

Operating expenses were up $147 million or 4.2%, with total programming and content costs up $160 million or 9.6%. The biggest driver of the increase, as in Q2, was Dodgers costs. Programming cost per residential subscriber, including an intercompany charge for a market rate Dodgers deal, increased 11.1%.

Sales and marketing grew $28 million or 5% due to higher headcount and compensation in both Residential and Business Services. Customer care costs grew by approximately $20 million or 10%, as we continue to invest in TWC Maxx and other initiatives to improve the overall customer experience.

Excluding programming and content and investments in sales, marketing, tech ops and care, all other expenses declined approximately $25 million or 2%. Moving down the income statement. Adjusted diluted EPS was very strong at $1.86, up 10%.

Adjusted net income was up close to 8%, highlighting the fact that with the suspension of our share repurchase program when we announced the Comcast transaction, share count reduction had a smaller impact on EPS growth in Q3.

Free cash flow was $368 million for the quarter, a $72 million decrease from the third quarter of last year, primarily due to higher capital spending. We spent $1.1 billion in CapEx in Q3.

During the quarter, we continued our aggressive investment in CPE as we continue to deploy new set tops, DTAs and modems in Maxx markets and accelerated the replacement of older less-reliable set tops across our footprint. It's notable that year-to-date, we've connected more than 5 million new CPE devices to our network.

Scalable infrastructure increased more than 50% year-over-year as we deployed next-generation CMTS gear in Maxx markets. The digital conversion process is now complete in New York City and L.A. and Austin is next. All of these investments are designed to radically improve our customers' experience.

We also continue to invest in the future growth of Business Services. We connected more than 16,000 buildings to our network in Q3, expanding our annual serviceable market opportunity by more than $250 million. We expect Q4 capital spending to be considerably lighter than in Q2 and Q3. Full year CapEx should come in at around $4 billion.

On the balance sheet side, we had approximately $23.8 billion of net debt at the end of the quarter for a leverage ratio of approximately 3x. We will continue to delever between now and closing as a result of OIBDA growth and the suspension of our stock buyback program.

As we previously noted, we plan to continue to pay our $3 annual dividend between signing and closing. In conclusion, considering this has the potential to be our last earnings call, I thought it would be helpful to give some overall context on how we are performing against the operating and financial plan we outlined back in January.

As we came into the year, our main operating goals included revitalizing our residential performance and continuing our momentum in business services, and we have done just that. Residential subscriber trends are the best we've seen in years. Business Services are scaling nicely and political advertising has been strong.

We continue to expect Q4 to be the highest growth of the year in terms of revenue, OIBDA and free cash flow, with both adjusted OIBDA and free cash flow to be in the zone we discussed on our last call and full rev -- full year revenue to be approximately $22.8 billion.

Our operational and financial execution is a testament to the ongoing efforts of the entire team. As Rob has noted, when it is time to turn over the keys to Comcast, we are pleased that we will be handing over a much improved Time Warner Cable. With that, let me turn it back over to Tom for the Q&A portion of the call..

Thanks, Artie. Candy, we're ready to begin the Q&A portion of the conference call..

[Operator Instructions].

Our first question comes from Ben Swinburne of Morgan Stanley..

Maybe Rob or Artie, when you look at this year and where the revenue is shaking out relative to where you started in January, I think the Dodgers carriage issue is probably about half the shortfall, at least, that's our math.

Can you just talk about, maybe parse the remaining result this year versus your initial expectations for top line growth? And anything you can tell us about how your markets -- your Maxx markets or you're more -- where you're further along are performing versus your other markets to help us understand as we think about this 3-year plan, the kind of acceleration that we were going to see in '15 and '16?.

Sure. Ben, it's Artie. You are correct that Dodgers certainly had an impact on our revenue expectations for the year. The other places where, on revenue, we had different expectations were as it related to ad sales and I think, in particular, probably, national has been trending a little bit lighter than we expected.

Local and regional continues to perform well. I would also say, while Residential volumes have been stronger than we anticipated, in year rate has been a little bit lighter than our initial budget expectations. I view that, that is a long-term positive, given the fact that those volumes will drive through '15 and '16 and beyond.

But certainly, we're probably running a little bit light in rate. As it relates to your question on Maxx, I would say it's just a little bit early to have a full year impact on '14 revenue for Maxx. Really, what the Maxx investments are about are helping to drive performance beyond '14. Dinni, I don't know if you have anything to add..

No, I mean, we are just a couple of weeks away from finishing out the rollout in New York and L.A. and in Austin. All of that has gone really well. But as Artie said, the marketing machine for the Maxx benefits is just rolling out now, so it will really be in Q1 that we'll start to see the results..

The only thing I'd add on the Maxx front, guys, is that we had started to see improvements in customer satisfaction and NPS with our high-speed data and video products in those markets.

It hasn't yet translated into a discernible churn reduction, but it follows that, if customer satisfaction is higher, that will ultimately benefit our subscriber performance in those markets, which is the whole idea..

Next question is Craig Moffett of MoffettNathanson..

A similar question to the one that was asked before about your cloud-based guide and sort of -- you mentioned that you're having better VOD trends.

Are you also seeing better subscriber trends in the markets where you've got your cloud-based guide or in the cohort’s lower churn with those customers? And then can you just call out one market and sort of talk about the statistics that you're seeing geographically in one market that you think is sort of a -- can be a guide for what we're going to see as the rest of the turnaround measures take hold?.

So on the VOD trends and the new cloud-based guide, let me start by saying, you'll probably notice in our trending schedules that transactional VOD revenue was actually down year-over-year. And that kind of flies in the face of the statement that VOD usage is better with the new guide.

In fact, that's really a product of the events that we saw in this year's third quarter versus last year. We had a big Mayweather fight in Q3 '13 that kind of subsumed all of the other improvement in VOD revenue. The real place we've seen the improvement in VOD is in free On Demand usage and in Subscription Video On Demand usage.

So again, we're looking at this from a customer satisfaction perspective as opposed to necessarily a transactional VOD revenue driver, although the trend should flow into transactional VOD as well, given discoverability is so much easier. We don't yet have, again, clear trends on the churn front related to the new guide.

But again, I do suspect that customer satisfaction improvements will translate into churn improvements over time. In terms of covering a specific market, Craig, I'm not sure what you're getting at.

Are you focused on what we could say about a particular Maxx market and how it's performing relative to others?.

Yes, exactly.

If you think about sort of where you've gone the furthest with your turnaround plan, what does that market look like?.

Yes. So most of the initiatives we've engaged in over the last year or so have been focused on overall improved discipline in the way we attack acquisition and retention. And that's footprint wide. And I think we're making good progress on that. And I'll ask Dinni to comment on it when I'm done.

But in terms of the Maxx markets, again, early days -- and the leading indicator is improved customer satisfaction. But it's too early to point to actual changes in subscriber performance related to that..

Next question, Jessica Reif Cohen, Bank of America Merrill Lynch..

You mentioned -- I think, it was Rob who mentioned the increase in WiFi usage. So I was just wondering how over time you guys plan to either monetize WiFi or drive customer appreciation. And then a second question.

With all of these recent OTT announcements, probably more to come, I would love to get your reaction with -- what does it mean to your business, do you think it'll drive more people to broadband, how it will affect your existing video business?.

Okay. On WiFi, our -- the primary driver of the deployment of WiFi Hotspots has really been to enhance the value proposition of our HSD product as opposed to separately monetizing it. We do actually offer day passes to noncustomers to use our WiFi Hotspots.

But that's not a big business certainly at this point, and it's not something we're focused on growing particularly. The idea is to improve coverage, increase the value of being a Time Warner HSD subscriber, and thereby, improve customer satisfaction, retention, acquisition, et cetera, and so we'll continue to do that.

There has been conversation around whether or not there is a -- something more akin to a cellular replacement strategy. And that's something that is very much in the R&D phase as opposed to being on the near-term product road map. In terms of the over-the-top stuff, I can't -- I don't have a lot to say about the specific offerings from HBO and CBS.

I'll make a few high-level comments. First is that we continue to believe that our video value proposition is a compelling one and especially with the improvements we're making in the guide and size of the VOD library and the continued improvements in the TWC TV App. We feel like we've got a very strong video offering.

And we're not terribly concerned about others eating into that via over-the-top offerings.

Second point I'd make is that for a long time now, we've been advocating a greater degree of flexibility in the way we deliver our video product to customers, whether that's in the form of time shifting or play-shifting or device flexibility or in fact, more flexibility around the packages we offer to customers.

So to the extent that last week's announcements reflect an increased willingness on the part of programmers to embrace that kind of flexibility, we're kind of intrigued and we're more than prepared to work with programmers to deliver an even better video offering to our customers.

And the last point, which I think is the one you were alluding to, is that we've always said that over-the-top video was the killer app for high-speed data. And offerings like the ones we've seen announced can only create more demand for a really robust HSD offering, and we fully intend to keep delivering the best possible HSD product.

So net-net, I am kind of intrigued by the announcements, and I think they're fine for us..

Next question is Rich Greenfield of BTIG..

And I think over the last couple of years, looking at your trending schedule, you've lost roughly, 1 million DVR customers, just looking at the decline in penetration rate, which you've also lost roughly 1.3 million video subscribers.

I'm just trying to understand how much -- because I think you talked a lot about how a lot of the video losses have been kind of not your best subscribers.

Are you, in fact, losing a lot of DVR subs as you lose video subs or is it really existing subscribers downgrading and no longer wanting to pay for the DVR service? I'm just trying to understand why that number seems to be heading so quickly down..

Yes, Rich, I think you nailed the biggest driver, which is simply the loss of video customers. And it is the case that our expanded base of customers, nondigital, do over index in terms of the sub-losses.

So our DVR customers as a percentage of digital customers, in other words, customers that have a set-top box, has declined a little bit over the last probably year or so. But the biggest driver is absolutely loss of total video subs.

I don't know, Dinni, if you want to comment any further on what's driving that, but I don't really have much to add to it..

No. I think you've handled it..

Because it just seems like a high-margin revenue stream that's just surprising that -- it seems like....

Yes. Look, we love the DVR business. It's been a source of a lot of revenue for us. And it's why we have recently rolled out a more compelling DVR offering in the form of the 6-tuner 1 terabyte storage DVR.

And I think that as we roll out more advanced guides, including our companion apps, the control that customers will have over their -- how they manage their DVR should also make our offering more compelling. So it's something we're focused on, clearly, and we do like the business..

Next question is Phil Cusick of JPMorgan..

This is Ava for Phil. We're just trying to understand sort of the lower revenue guidance. Do you see any revenue weakness in Midwestern markets versus the coastal markets? I guess, any difference in the revenue trends in markets testing [ph] for Comcast versus Charter? Any color there would be really helpful..

It's Artie. We really don't break out that level of detail of revenue by geography. So I think I'll just leave it at our overall financial performance..

Next question is Marci Ryvicker, Wells Fargo..

Just a question really -- a broader industry question.

I guess at what point do you think over-the-top becomes meaningful enough where you would move to a usage-based pricing model or a more definitive usage-based pricing model than what's out there now?.

Impossible to know exactly what the path is going to be for incremental over-the-top offerings, Marci. But I'm not sure what you mean by a more definitive over-the-top -- a more definitive usage-based pricing model. For a while now, we've offered 2 separate tiers that are usage-based.

We have no intention of abandoning an unlimited product we think that something that customers value and are willing to pay for. The way we've approached usage-based pricing is to offer it as an option for customers who prefer to pay less because they tend to use less.

And we've made those available at 5 gigabytes per month and 30 gigabytes per month levels. And given that our median usage of broadband is in the 35 gigabytes per month zone, the 30 gigabyte tier is actually, if you are purely acting on economic rationality, a pretty compelling offering for a certain segment of our population.

It's true that not many customers have taken it. I think that's a testament to the value they place on unlimited. But I'm not sure what we -- what it really means to be more definitive in the rollout of usage-based pricing. We've got it, and if customers want it, we're happy to sell it to them..

I guess, the underlying question is do you think you can monetize the pipe enough through high-speed data pricing to offset video decline?.

Yes. I think that's a separate question from exactly how we implement usage-based pricing.

Our view is, has always been, that usage-based pricing is not necessarily a source of revenue but -- a direct source of revenue, but rather a vehicle by which we can better match price with the value that an individual customer attributes to our service and that in turn could indirectly drive revenue, in that it can lead to happier, longer-tenured customers.

But we haven't really viewed usage-based pricing quite the way you're postulating. I think there's a separate question as to whether or not we have the ability to offset video declines with HSD.

I think it's fair to say we're very bullish on the HSD business and think we can continue to grow it based on both subscriber volume and incremental ARPU per HSD customer, and that comes via both rate and mix because we're seeing a positive mix shift and that's continuing.

But I also -- look, we've never thrown in the towel on the video business, and we think we have an opportunity to grow that as well. So we're going to keep driving both businesses..

Next question is Tom Eagan of Telsey Advisers..

A couple of years ago, the markets in Dallas and L.A. were some of the toughest ones for Time Warner Cable to integrate when they were acquired from Adelphia.

What have you guys learned about those markets and about the best practices?.

Since I was the only one who's here, I guess that's me. I think the issues we faced there were that we were digging out of a significant reputational hole.

When we acquired those properties, they were both satellite strongholds and it takes a long time to change perceptions of cable in a market if the service experience of customers has not been favorable, and especially, if their competitors are strong there. And it's taken us quite a long time to work our way out of that. It's just a fact of life.

So it highlights the need to develop a strong emotional connection with your customers. In markets like Upstate New York where we've owned them for a long period of time and had consistently really, really positive service, penetration still are the highest despite them not being the most economically robust markets.

And success leads to success, so I think that's really the primary lesson that I took away. And when we did the -- when we did that Adelphia deal and the trades with Comcast related to that, I think we underestimated just how significant that reputational uphill battle was going to be..

Right. And just looking ahead, you're expanding the Maxx markets in Charlotte and in Dallas next year.

What is the CSR response when the customers are asking about being a subscriber, say, of Charter?.

I'm sorry, say that again?.

Well, I guess, what I was wondering was, what are the CSR's here on in the ground?.

With respect to Maxx or with respect to trades to Charter?.

With respect to trades to Charter..

So the markets that you highlighted are not actually systems that are going to Charter. The Carolinas will be part of Comcast post the deals. Our mid-West systems largely comprise the systems that will ultimately find their way to Charter. And at this point, those are not -- we haven't announced those markets as Maxx markets..

Next question is Vijay Jayant, ISI Group..

Just wanted to dig into as you develop your platforms and the TV Everywhere platform becomes sort for the model of the future and time shifting and play-shifting sort of happens. The advent of Dynamic Digital Ad Insertion is something that the industries are waiting for. I think you have a few trials going on.

Can you talk about where we are on that, and when can that platform really be commercially rolled out, and then I have a follow-up..

Here, I mean, we're already digitally inserting -- dynamically inserting adds on our traditional, for lack of a better term, VOD platform. And we're well along in having that be the case on our TWC TV App as well. It's becoming kind of table stakes..

Right.

On just then on the skinny video/fat broadband offerings, where are you in terms of doing that? How big a piece of your gross adds have sort of come from those offerings?.

Yes, that's something -- Vijay, that's something that we started late in Q3 and early in Q4. And we're seeing some really early promising results for doing that. We do see that as a trend to come for us. So Comcast has been doing it for a while, and it's been successful for them, so..

Next question is James Ratcliffe of Buckingham Research..

Two, if I could.

First of all, can you talk about the role you'd expect the Phone 2 Go App that you launched this week to play in terms if this drives subscriber shift, if it drives revenue, et cetera? And secondly, now that the baseball season's over, do you have a read on what, if any, sub impact having the Dodgers RSN on your systems versus none of your competitors actually had? And does this inform your negotiation process with RSNs in your other markets going forward? I mean, do you look at the value of having RSNs on your systems in markets where you don't own the RSN or have relationship with it any differently, given this experience?.

Phone 2 Go, look, it's -- I'm excited about the product. It's a great value add for our phone product. There's not -- there are not a lot of tremendous innovations in the voice business these days.

We've had great success by expanding the markets to which we offer unlimited calling at no additional charge, and that's been an innovation of sorts in terms of packaging. But in terms of the product set, Phone 2 Go is the first innovation I can think of in quite some time. It's pretty cool.

It expands the flexibility of the product, and I think it will just increase the video -- the voice value proposition. So that's the way we think about that offering. In terms of the Dodgers situation, you can't necessarily draw a direct relation -- a causal relationship.

But I will say that L.A., of all of our markets, had the best year-over-year video performance in Q3. So draw whatever conclusions you want from that. Obviously, as we approach the new baseball season, we'll be back in the market trying to cut distribution deals that we weren't able to cut this year.

I don't think there's a meaningful change in our view on the -- our relationship with third-party RSNs from our experience here. We know from our viewership data that our Dodgers network got meaningful viewership during the season -- both in terms of percentage of customers watching the network and the amount of time that they watched the network.

So I don't think our view of the value of that network is in any way diminished as a result of the affiliate sales experience we've had in season one..

Next question is Mike McCormack of Jefferies..

Rob, maybe just a quick comment. I know we've been beating OTT a bit to death here.

But thinking about those Maxx markets, if you're seeing more broadband only, but at the same time, you're discussing your sort of multi-record DVRs, more advanced set-top boxes, it just seems disconnected to me that we need a heavy investments in CPE while the market is moving more towards BYOD, so just your thoughts around that.

And then secondly, if we could just touch on the 4Q margin guide. It looks like you'd have a pretty good improvement in margins in 4Q, I'm just wondering what the drivers are there..

I'll start and Artie will pick up on the margin question.

In terms of investment in CPE, look, first of all, I'd point out that I think we deployed something like 1 million DOCSIS 3.0 modems in Q3, which is a portion of the CPE story and is very relevant to delivering faster HSD speeds, which I think are important for HSD customers generally, but certainly to the extent we're driving towards an IP-delivered model that's relevant.

But I think where you're -- the issue you're getting at is one that the cable industry has faced many times in the past. We're talking about transitions, and even if we end up in a world over time that has customers bringing their own devices. And we're certainly believers in that model ultimately prevailing at least with respect to some customers.

In the meantime, we've got a ton of video customers that continue to consume our product via leased set-top boxes. And we expect that, that will continue for a long time to come. And our vision is that those customers get the best possible experience while they are leasing our set-top boxes.

So we want to replace nonperforming boxes, deploy DVRs that have greater capabilities and ensure we deliver a really great video experience. So it's really all about the transitions, but you can starve the business in the meanwhile..

Rob, I know you mentioned that it was early days on Maxx, but any thoughts on whether that's going to drive sort of singles on broadband-only in that younger demo?.

I don't anticipate that being the case at all, no. I think that there is certainly a trend towards more HSD-only customers, and that's a trend that's existed for quite some time. I think if you look at the first 3 quarters of this year, we added something like 350,000 HSD-onlys that's about the same as the first 3 quarters of 2013.

But -- and we have, I think, 3 million or so residential HSD-onlys now, maybe 3.1 million. It's going to continue to grow, but I don't think that's directly related in any way towards Maxx or towards the availability of higher speeds in the Maxx markets.

I will say that to the extent customers do take our highest speed tiers in Maxx markets, even if they do so on an HSD-only basis, we kind of like that model..

And I would just add on the margin question you had, the 2 biggest drivers of margin expansion from Q3 to Q4, you obviously have an increase in high-margin political advertising and you have the absence of Dodgers rights fees as we expense those over the baseball season..

Next question is Jim Goss of Barrington Research..

I was wondering if you could comment from your transitioning vantage point.

Given the OTT announcements and the ever-increasing importance of HSD, do you think if there actually will develop any shifts in bundling toward à la carte in any way over the next several years? And I'm also wondering, in a related basis, the attitude you might have toward the allocation of channel slash to the very small channels that largely offer color and rounding out of video offerings when you're getting into affiliate negotiations, and the program providers are basically saying that 3 or 4 of their channels account for most of the value, so you might as well take all of the other channels in the package..

Okay. The first question is -- t really requires us to speculate about where à la carte may go either because of market forces or regulation. And we've been talking about our view that enhanced flexibility in delivering packages to customers is probably a good thing for a long time now. I don't think I have much more to add on that.

I honestly don't know exactly how things unfold. There certainly seems to be a trend toward products being offered on a less bundled basis, at least to the extent it's delivered online. And I think we all know that over time, this is one unified market, so it's hard to imagine that things stay status quo, but I can't tell you exactly how they change.

In terms of the allocation of channels, I'm really not sure I understand the question. I mean, we offer a wide array of channels of varying types and differing ownership. We offer many channels that are independent channels, not owned by any of the programming conglomerates.

And mostly, we're -- we conduct our programming negotiations with customer interests in mind. So I'm not sure what more to add in that..

Okay.

Well, it just seems that when there are negotiations that are focusing on the 3 or 4 killer channels and a lot of other ones are color, if you have better alternatives for the channel capacity, does that ever come into play?.

Well, look, there's no question that your fundamental point which is that programmers that have more key channels along with other channels that may be less popular, they certainly have leverage to insist that we carry those other channels, even if we might not otherwise have been inclined to do so.

The only good news, and there's costs associated with that, I would say that as we've expanded the capacity of our plant, our ability to carry more channels period has certainly grown, which does enable us to carry those other channels as well..

Next question is Frank Louthan of Raymond James..

Can you comment a little bit on the sell-through of the NaviSite product, both to the SMB and larger enterprises and how that's helped the commercial business?.

Frank, it's Artie. I can help there. I would say that NaviSite continues to be a bit of a work in progress for us. I would say that it's probably at this point a drag on our overall business services growth.

One of the things when Phil Meeks joined us this year was -- his focus of his was to revitalize growth in the NaviSite product, and we're seeing some progress there. But just to give you some overall context, I mean, NaviSite is probably 10% of our overall Business Services revenue, which is 10% of our overall company revenue. So it's pretty small.

We do think there is an opportunity, and we've talked to Comcast about it by having an offering of NaviSite across their larger footprint, we do think that will be a benefit in the deal..

Next question, Tuna Amobi, S&P Capital IQ..

So just a quick clarification on the -- I think you said usage was up significantly on the TWC apps.

Can you provide more color between in-home, out-of-home viewing where -- if you're tracking that, and where you're seeing more of the usage there and the impact on the churn that you talked about? And separately with regard to the outage, Rob, it seems like a lot was made of it, and it doesn't appear to have had any impact, if I'm reading your comments correctly in this quarter.

Is there any lingering impact that you see carrying over into next quarter? Can you comment on that? I know you said it was more or less a human error, but the news was really kind of sounds like overblown, if I may put it that way. So if you can provide more color on that, that would be helpful..

I'll start with the outage, and I'm sure, Dinni will want to chime in. I don't want to ever say that attention was overblown because it would suggest that we don't take all outages very seriously.

And the answer is we do take them incredibly seriously, and we would like to never have any of them, let alone ones that get the kind of press that this one did. Your question sort of suggests that you are expecting some sort of a subscriber impact from the outage.

I'll tell you, the reality is it happened when the majority of our customers were sleeping. It wasn't -- it didn't endure for very long or during hours when anybody was actually trying to use our services. The customer call volume was not significant, so it was not a terribly significant customer impacting outage.

That said, it did get press attention, and that's just inherently a bad thing. And we would endeavor for something like that not happen again.

I don't know, Dinni, if you want to comment on that?.

No. I mean, I think that, again, the outage occurred during a similar routine maintenance, and as Rob mentioned, there were a couple of human process errors there. We take these things very seriously, and it was unfortunate that it happened then. But I think it must've been a very slow news day that it got picked up that morning..

The other point I'll make more generally is that one of the things that Dinni is particularly focused on is overall outage reduction, both planned outage management and unplanned outage reduction. And I think that's an important part of delivering a really reliable service to our customers.

We talk a lot about the front-end of customer service which is solving problems once they arise, but cutting them off at the pass and eliminating the issue in the first place is the best form of customer service. And we're very focused on that as an overall matter. In terms of the TWC TV App, the vast majority of usage is still in-home.

And within that, I think we still see the iOS platform as being far and away the most significant one for TWC TV App usage, although growth in our Roku offering has been pretty meaningful over the last quarter or so.

So over time, I think that usage will become more balanced in-home and out-of-home, but right now, in-home is still the predominant form of usage..

Okay. This all very helpful. Sounds like the outage was a tempest in a teapot, if I can borrow it from famous quote..

Yes, I'll let you say that because I really do believe what I said earlier. Any comments about the coverage being overblown would suggest that we don't take it seriously, and that's just not the case..

Our last question is Matthew Harrigan of Wunderlich Securities..

I'm not even sure if you can even measure it, but are you seeing any nascent activity in 4K over-the-top? And as time goes when you might even get linear channels or sports where you can't compress as efficiently, are you hardening out your networks for that? I mean, do you think that's going to have some consumer appeal? I know over at HBO, your former chief technology officer thought there would be, like 3D, very little impact and the CTO over at HBO now thinks it actually could be a fairly big deal?.

Yes. I think it's hard to know exactly how 4K will take hold. If the past is any guide, customers do have an insatiable thirst for better pictures, better sound. At this point, we recognize that it's on the horizon, and we'll ensure that our network is capable of delivering whatever new formats become available.

There's a bit of a chicken and egg as there always is with new formats in that CE manufacturers hesitate to invest until there's content available and content guys hesitate to invest until there are customers that can actually view the content.

So yes, you have the normal chicken and egg, but I suspect that we will ultimately see a far greater amount of 4K than we're currently seeing..

Thanks, Matt, and thanks, everyone, for listening this morning. If you've got questions, don't hesitate to call. Have a great day..

Thank you for your participation. That does conclude today's conference. You may disconnect at this time..