Stefan Anninger - Charter Communications, Inc. Thomas M. Rutledge - Charter Communications, Inc. Christopher L. Winfrey - Charter Communications, Inc..

Jason Boisvert Bazinet - Citigroup Global Markets, Inc. (Broker) Craig Eder Moffett - MoffettNathanson LLC Marci L. Ryvicker - Wells Fargo Securities LLC Philip A. Cusick - JPMorgan Securities LLC Benjamin Daniel Swinburne - Morgan Stanley & Co.

LLC Vijay Jayant - Evercore Group LLC John Christopher Hodulik - UBS Securities LLC Jessica Jean Reif Cohen - Bank of America Merrill Lynch Jonathan Chaplin - New Street Research LLP (US) Kannan Venkateshwar - Barclays Capital, Inc. Jeffrey Wlodarczak - Pivotal Research Group LLC.

Good morning. My name is Michelle, and I will be your operator today. At this time, I would like to welcome everyone to Charter's Third Quarter 2016 Investor Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. I would now like to turn the call over to Mr.

Stefan Anninger. Please go ahead..

Thanks, Michelle. Good morning and welcome to Charter's third quarter 2016 investor call. Presentation that accompanies this call can be found on our website, ir.charter.com, under the Financial Information section.

Before we proceed, I would like to remind you that there are a number of risk factors and other cautionary statements contained in our SEC filings, including our most recent proxy statement and Forms 10-K and 10-Q. We will not review those risk factors and other cautionary statements on this call. However, we encourage you to read them carefully.

Various remarks that we make on this call concerning expectations, predictions, plans, and prospects constitute forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ from historical or anticipated results.

Any forward-looking statements reflect management's current view only, and Charter undertakes no obligation to revise or update such statements or make additional forward-looking statements in the future. During the course of today's call, we will be referring to non-GAAP measures as defined and reconciled in our earnings materials.

These non-GAAP measures as defined by Charter may not be comparable to measures with similar titles used by other companies. We will also refer to pro forma results.

While our transactions closed on May 18, 2016, these pro forma results present information regarding the combined operations as if our transactions had closed at the beginning of the earliest period presented in order to provide a more useful discussion of our results.

Please refer to the pro forma disclosures throughout today's materials, including the reconciliations provided in Exhibit 99.1 to our Form 10-Q filed today.

Except for the third quarter of 2016, and unless otherwise specified, all customer and financial data referred to on this call are pro forma for the transactions as if they had closed at the beginning of the earliest period of reference.

Please also note that all growth rate noted on this call and in the presentation are calculated on a year-over-year basis unless otherwise specified. Joining me on today's call are Tom Rutledge, Chairman and CEO; and Chris Winfrey, our CFO. And with that, I will turn the call over to Tom..

Thank you, Stefan. Since the closing of our transaction in May, we have been focused on quickly integrating our new assets. Integration is going well, and we were able to continue to develop new services and capabilities at the same time we integrated.

In late September, we began deploying our marketing strategy in the Time Warner Cable footprint, including Texas and California. That process includes launching new service – new pricing and packaging, and the rebranding of our services as Spectrum. As a result, we are already seeing better sales in those markets.

As expected, these launches in September had little effect on Q3 results. However, later this month, we will roll out Spectrum in our New York City and Florida markets. By year-end, we will have branded over 50% of our service area as Spectrum.

We expect to be through all of Time Warner Cable and Bright House markets by the spring of next year, with customers and financial growth benefits following over time, like they have at pre-deal Charter.

On the small and medium business size, we will launch full Spectrum SMB pricing and packaging and Time Warner Cable and Bright House passings in mid-2017.

Similar to residential, we will offer SMB products that are better than what the telcos offer at lower prices, driving customer growth in the same way we have at pre-deal Charter since launching SMB pricing and packaging in early 2015.

We are just beginning to modify business practices, policies, and processes, which take time, and our goal is to avoid service disruptions. In-sourcing 20,000 employees will require upfront investments to train, house, and equip our own personnel.

There will be a period of time when the productivity of those workers will be relatively low, preventing us from immediately reducing our outsourced workforce. Over time, however, the productivity of our insourced employee base will grow, and transactions will decline, allowing us to change our insource service mix faster.

So we will invest more in each customer transaction, driving higher-quality work. That higher-quality work drives transactions out of the business, lowering transaction costs per dollar of revenue and per customer relationship.

The operating and financial results of our strategy have been demonstrated at pre-deal Charter, and we expect the same type of results for the new company. We will also complete the all-digital transition at Time Warner Cable and Bright House over the next two years. Separate from the integration, we remain focused on product and network development.

Over the next five years or so, with relatively small infrastructure investments, our network will be able to deliver symmetrical multi-gigabit speeds with high compute and low latency capabilities to all 50 million homes and businesses in our footprint.

In addition to residential and SMB offerings, we will serve the enterprise marketplace with increasingly sophisticated and advanced products. The opportunity is meaningful, and our addressable footprint is approximately $20 billion of annual enterprise spend and today, we are capturing less than 10% of that spend.

There is also large opportunities for us in the advanced advertising space. Our two-way interactive plant allows for highly efficient household addressability, and we are testing new platforms which will allow advertisers to better target, measure, and reach consumers at the household level.

Finally, mobility remains an area of significant opportunity for Charter and the cable industry more broadly. We are already a significant wireless provider through our in-and-out-of-home Wi-Fi footprint, and we intend to activate our MVNO agreement with Verizon.

In the near term, our goals with mobility are to drive more customer growth and extend customer life by offering an attractively priced product bundle. Over the long term, our goals will broaden. We believe there will be opportunities for us to develop new services as higher-frequency spectrum, both licensed and unlicensed, becomes available.

Ultimately, our goals are consistent for any new businesses that we develop, to grow our overall business more quickly and to drive more shareholder value. Before I turn the call over to Chris Winfrey, who will cover the quarter in more detail, I wanted to highlight that we had a very strong quarter of financial results.

We grew revenue by over 7% year-over-year and EBITDA growth of over 14% in part driven by transaction synergies, which are quickly benefiting our P&L, but also driven by the continued strength of our core operations at Legacy Charter.

Third quarter customer results were more inconsistent with good performance at Legacy Charter and Bright House, but higher churn and downgrades in the Time Warner Cable markets, as we expected, given the way Time Warner Cable had marketed promotional pricing.

Until our Spectrum pricing and packaging is launched across the newly acquired service areas, we continue to expect higher levels of churn and downgrades where Time Warner Cable was the operator.

Pre-deal Charter results continue to reflect the multi-year effect of our operating plans, including 6.2% residential and SMB customer growth over the last 12 months, with 9.7% internet customer growth, 70,000 video net additions and 7.2% revenue growth without relying on rate increases.

At the same time, service transactions and churn in those areas continue to come down. So our growth plan is working and our integration remains on or ahead of schedule. Nothing we have seen internally or externally has changed our optimism regarding our long-term business opportunities and growth prospects. Chris, I'll turn the call to you..

Thanks, Tom. On our last quarter's call, I spent a lot of time discussing the effect of purchase accounting on our financials and the presentation of pro forma results. So I won't go through all of that again, but last quarter's presentation and transcript regarding accounting items remain helpful to investors.

As Stefan mentioned, I'll refer to the third quarter 2016 actual results versus prior year pro forma results, as comparisons to third quarter 2015 actuals aren't so helpful. The customer passings data that you see in today's materials continue to be based on legacy company definitions.

And in a few quarters' time, we'll recap customer data and the trending schedules using the same common definitions. Until then, certain takeaways, penetration and ARPU remained relevant for the legacy entity trends, but they're less helpful in comparing one entity to another. Turning to customers and PSUs.

During the third quarter, total customer relationships grew year-over-year by 5.1%, including 4.5% at Legacy TWC, 6.2% at Legacy Charter and 5.9% at Legacy Bright House. As slide 8 shows, we grew residential PSUs by 336,000 versus 605,000 on a pro forma basis last year.

The lower year-over-year PSU net adds was primarily driven by fewer voice net additions this quarter, partly due to a low-price voice offer in TWC markets in prior year quarters, which is now resulting in higher voice downgrades and relationship churn.

Over the last year, TWC residential video customers declined by about 0.5%, pre-deal Charter grew its residential video customer base by 1.2%, and Bright House lost about 2.6% of its residential video customers.

Quarterly video customer performance improved year-over-year at pre-deal Charter and at Bright House, while TWC video net loss was 54,000 worse than last year, primarily driven by an increase in video downgrade activity, given Legacy pricing and packaging issues.

So in total, we lost 47,000 residential video customers in the quarter, primarily driven by the losses at TWC. In residential internet, we added a total of 350,000 customers versus 369,000 last year. Our total residential internet customer base grew by 1.6 million customers, or 8.2% over the past year.

In voice, we grew customers by 33,000 versus 256,000 last year, largely driven by higher churn at TWC for the reasons I already mentioned. Over the last year, total pro forma residential customers grew by 1.1 million or by 4.8%.

And over the same period, residential revenue per customer was up by about 1.8%, nearly all of which was driven by TWC rate increases early in the year and step-ups which impacted unit growth. Slide 9 shows our customer growth combined with our ARPU growth resulted in year-over-year pro forma residential revenue growth of 6.7%.

Total commercial revenue, SMB and enterprise combined, grew by 12.1%, a bit slower than last quarter, driven by lower cell tower growth and one-time benefit at NaviSite last year. Finally, advertising was up 12.1%. And, absent political, advertising revenue grew roughly 2%.

In total, third quarter pro forma revenue for the company was up 7.4% year-over-year. Looking at total revenue growth by each of our Legacy companies, TWC revenue grew by 7.7%, with nearly half of residential growth still coming rate. Pre-deal Charter grew by 7.2%, driven predominantly by continued customer growth.

And Bright House revenue grew by 6.6%, where their Florida markets continued to do well. Within operating expense, in both current and historical periods, we've reclassified a number of operating expense items between lines.

And as I mentioned last quarter, we do expect some ongoing remapping of our expenses as we move expense categories to the correct business unit in our operating structure. Total operating expenses grew by $234 million, or 3.8% year-over-year, with transition expense accounting for $32 million of our total OpEx this quarter.

Programming increased 8.2% year-over-year, driven by contractual rate increases, partially offset by transaction synergies. I expect our programming line and year-over-year programming comparisons to be more representative on a pro forma basis by Q4, or at least by Q1.

Turning to regulatory, connectivity and produced content expense, these direct costs were down about 3% year-over-year, in part due to the purchase accounting adjustment made to the Dodgers contract that I discussed last quarter. The Dodgers' right costs are only expensed during the regular MLB season, both in the past and today.

Cost to service customers declined by about 2% despite overall customer growth of 5.1%, which reflects lower service transactions at Legacy Charter, the lack of all-digital activity at TWC this quarter versus last year's third quarter, and some benefit from less physical disconnects in all-digital markets.

And other expenses grew by 7.9%, driven by higher corporate and administrative labor costs, including advertising sales costs, enterprise sales, and higher year-over-year IT spend at Legacy TWC. The expense was partly offset by overhead reductions. Adjusted EBITDA, which excludes non-cash share-based compensation, grew by 14.5%.

And excluding transition costs, adjusted EBITDA grew by 15.1%. That growth includes continued growth in Legacy Charter, excluding synergies, at a level well above revenue growth.

And absent transaction synergies and merger accounting effects and labor for all-digital center TWC in 2015, consolidated Charter adjusted EBITDA was probably growing just above the total revenue growth rate.

We have identified nearly $90 million of hard transaction synergies realized within the third quarter, which had a positive impact on the financial statements and was growing through the quarter.

As various small projects have naturally come under review, there are additional benefits outside of the $90 million inside the quarter to the income statement, some of which could drive sustainably lower spend on discretionary initiatives, which will be harder to track definitively, and some of which may just be a temporary pause.

Going the opposite direction, some overhead groups continue to be double-staffed as we prepare to transition systems and processes starting in Q4 and for many areas like billing, provisioning, IT, and engineering, that will persist into 2017.

So net-net, those puts and takes will continue for a while, but there were roughly $350 million of annualized hard transaction synergies already in the Q3 numbers, and we have concretely identified $700 million in run rate transaction synergies, which should be achieved at the first anniversary of the closing.

The amounts and quality of these estimates continues to improve with time, and we continue to expect to significantly exceed the $800 million target after three years.

Legacy Charter, without any synergy benefit, continues to be a good proxy for how we expect subscribers and financials to develop once our Spectrum pricing and packaging is fully deployed.

Over the next few quarters, our operating results will reflect reversing certain product and packaging strategies, in particular at TWC, in which in our view are not sustainable, given high promotional roll-offs and annual rate increases, high customer equipment fees, including modem fees, all coupled with complex and stacked offers.

Our goal is to transition to new pricing and packaging in a revenue-accretive manner. But the revenue growth rate at TWC will probably be lower until Spectrum pricing and packaging is fully deployed, relationship growth accelerates, and a systematic approach to roll-offs and retention are in place.

In addition, we expect to spend more OpEx for service operations and capital for all-digital through 2018, similar to Legacy Charter. But what will be different than the Legacy Charter experience is that we will have transaction synergies and growth from Legacy Charter operations to finance much of that incremental spending.

And there is more on the TWC and Bright House base that's already been digitized, and we have lower unit cost on boxes.

Turning to net income on slide 11, we generated $189 million in net income attributable to Charter shareholders in the third quarter versus $2 million on a pro forma basis last year, with the growth driven by higher adjusted EBITDA and a gain on financial instruments from currency movements on our British pound debt and related hedging.

That was partly offset by transaction-related expense, including severance expense and higher depreciation and amortization driven by purchase price accounting step-ups. Turning to slide 12. Capital expenditures totaled $1.75 billion, including $109 million of transition spend.

Excluding transition CapEx, our third quarter CapEx was down by $36 million year-over-year, about 2%, driven by one all-digital spending at TWC, primarily on CPE, which did not recur in the third quarter of this year; two, prior-year support capital spending at TWC, including real-estate investments and network facilities, both of which were offset by investments in product development, which fall into scalable infrastructure.

Looking ahead, we expect our annual capital spending to rise once we restart all-digital in 2017. As slide 13 shows, we generated $1 billion in free cash flow in the third quarter versus $208 million of actual, not pro forma free cash flow in the third quarter of last year.

That growth was largely driven by higher adjusted EBITDA, given the close of our transactions. And although we don't provide pro forma free cash flow for the third quarter of 2015, on a pro forma basis, adjusted EBITDA, less CapEx, grew by 28% in the third quarter versus the prior year.

We finished the third quarter with $60.2 billion in principal amount of debt. Our run rate annualized cash interest expense was $3.3 billion, whereas our P&L interest expense would suggest a $2.9 billion annual run rate. The P&L difference to cash stems from the revaluation of acquired TWC debt on our GAAP balance sheet as part of purchase accounting.

As of the end of the third quarter, our total net debt to last 12 month pro forma adjusted EBITDA was 4.2 times. Our long-term target leverage remains at 4 to 4.5 times, and we continue to target the lower end of that range. We are de-leveraging rapidly, and we can use that excess capacity in a number of ways.

The priorities remain investment in the business, accretive M&A when available or returning capital to shareholders in the form of share repurchases. During the third quarter, we repurchased 1.1 million Charter shares for $281 million at an average price of about $267 per share.

Share repurchase activity will continue to depend on market conditions and other potential uses of capital. And we will be opportunistic, similar to what we did in 2011, where we provided liquidity in size at a fair price to institutional sellers.

Our goal is to retain full strategic flexibility and not become trapped by formulaic capital allocation guidance on buybacks.

Finally, turning to our tax assets on slide 15, we estimate that the total value of those assets is in excess of $6 billion and is comprised of our excess basis, large NOLs, and a valuable tax-sharing agreement with Advance/Newhouse. We don't currently expect to be a material cash income taxpayer until at least 2018, maybe not until 2019.

And even then, our cash taxes as a percentage of GAAP pre-tax income, excluding the impact of higher D&A from purchase accounting, should be below statutory rates for seven years thereafter. Operator, we are now ready for Q&A..

Okay. Your first question comes from Jason Bazinet from Citi. Your line is open..

Thanks. I just had a quick question regarding some of the over-the-top sort of linear offers that are out in the marketplace and more that are coming. What strikes me as unusual about them is the relatively low ARPUs.

And I was just wondering, as you guys assess the competitive landscape, do you view those as sort of below their marginal cost, or is there something that you are aware of like fixed-price contracts or something like that that makes those retail ARPUs that are going to be in the marketplace maybe not indicative of the long-run price points? Thanks..

Jason, this is Tom. From what I have seen, the descriptions of the product sets are consistent with the price. And so I don't think they are below price. But I also don't think they are full packages, as I have seen them described..

So, like, for example, I mean, DTV Now is out there at $35. It looks like a pretty robust offer.

What would be the thing that you think makes that sort of missing? What is missing from that lineup relative to your video offering?.

I don't think all the broadcast signals are in it..

Okay.

Is there anything else that you think will be missing?.

Well, I can't say I know off the top of my head everything that is in it, but....

Okay, all right. But the way you are assessing the marketplace is ....

But what's in it, what I have seen is in it is – doesn't add up to the price. So I think it does have some margin in it..

Okay, all right. Thank you very much..

Your next question comes from Craig Moffett from MoffettNathanson. Your line is open..

Hi, thank you. Two questions on wireless, if I could. One, just a clarification, you said that you were going to trigger the MVNO with Verizon.

Has Verizon confirmed the full availability of the MVNO, the transferability from TWC to a new owner? And, if so, are there any restrictions on the footprints that you can use it in? And then, second, so you disclosed that you started buying back stock.

Is there any interaction between spending that you might do on wireless and the rate at which you repurchase shares? I saw an SEC filing in which you indicated some expectation of having your own facilities in wireless..

So to the first question, we've had fruitful discussions with Verizon, but I don't want to characterize them beyond that.

And with regard to our licenses, yes, we've asked the SEC for the right to experiment with what people call millimeter wave technologies in several markets so that we can learn how to use those products to our advantage competitively..

I think, Craig, at this point, from a cash flow perspective, whether you think about the MVNO or some advance testing, this is not at a stage where it's material at all to cash flow.

And so, again, we're not going to trap ourselves with buyback guidance, because we're always going to look for ways to reinvest in the business or apply it to more accretive M&A to the extent it exists. But that hasn't factored into our thinking right now as a significant source of capital yet in the short term..

All right. That's helpful. Thank you..

Operator, we'll take our next question, please?.

Okay. Your next question comes from Marci Ryvicker from Wells Fargo. Your line is open..

Hi. Just a clarification. When you roll out Spectrum, it feels like investors are anticipating a big negative in terms of ARPU or revenue per customer relationship.

Can you just talk to that a little bit more?.

It didn't happen at Charter, and we went through the exact same process. So Legacy Charter, when, in 2012, we went through this before, had high-priced boxes, low-value products. And it meant that maybe the ARPU lift for customer relationship wasn't as high as it could have been if you were banging on rates, but our growth took off.

And I think people are focusing on the wrong thing of trying to focus on the ARPU as opposed to talking about customer relationship growth. And that's the real value of the growth strategy over time as opposed to how much rate can you take..

Got it. And then when you talk about opportunistic and accretive M&A, we're assuming that you don't have anything imminent in mind and it would most likely not be content, but more something tuck-in to help your strategy..

You'd like us to lay out our M&A strategy here..

And what's imminent..

Look, if we had anything that was material and probable, we'd have to disclose it here. That's about the best I can say..

Okay. Thank you..

Thanks..

Your next question comes from Philip Cusick from JPMorgan. Your line is open..

Hey. Thanks. A follow-up first and then a question. Chris, I know you don't want to get trapped into guiding on the buyback. But you talked about providing liquidity to the market in the past, whereas this time, you were buying in what was a fairly high period of demand at relatively high prices.

How do you think about the buyback in terms of being opportunistic? And how did the board come up with the $750 million over a six-month period?.

Well, I don't know that I should be getting into our board's thinking, but that was the number that we got. And obviously, management like as much flexibility as we could have. The opportunistic part means in 2011 there were periods of disruption where institutional investors approached us and we were able to provide them liquidity.

There's all the other traditional ways of going back and buying back stock, whether there's high market demand, low market demand. At the end of the day, it's just a view on what you think the growth profile of the company is and where the stock will be several years out as opposed to the next few months.

If you have views on what you think the stock is worth over a multi-year period, does it look attractive? And we thought it did, and we executed on some buybacks under that authority..

Okay. Thanks. And second, CapEx this quarter, fairly low. I think you talked about delaying the all-digital migration. Should we expect that to be up a little bit in 4Q as you get ready for more digital conversions? And then if you can give us any preview on 2017, where it might be versus the $6.9 billion that was outlined in the proxy? Thank you..

Yeah, the proxy was based on a business plan of nearly two years ago. So, frankly, I don't even remember what the number was. There's nothing that's changed in our thoughts about the trajectory of CapEx over time. But we closed six months later, and if we see opportunities to pull investment in faster, we will.

So I don't want to be tethered to what we were laying out then. The trajectory is the same. And for 2017, I don't even know how much we're doing in terms of all-digital in 2017 versus 2018. That's going to be one of the large drivers. So we're not going to get into the mode of being trapped by that CapEx guidance either.

But we expect the capital intensity to decline over time once we get through the all-digital..

Yeah, we haven't actually done our budget yet, so we don't know what we're going to spend in 2017..

Okay. Thanks, guys..

Operator, we'll take our next question, please?.

Okay. Your next question comes from Ben Swinburne from Morgan Stanley. Your line is open..

Thanks. Chris, just going back to the synergy and investments, maybe you can help us think about the cadence. On the programming cost side, are you basically recognizing or have you already gotten all of the benefit from rolling to Time Warner Cable's rate card? You talked about fourth quarter being a little more of a normalized number.

Maybe you could just give us some color as to why. And on the other side of it, your slide – can't remember the number, that shows insourcing, it looks like the insourcing has started. I don't know if you can give us a sense, even qualitatively, as to how far along you are in terms of hiring those 20,000 people or if most of that's still ahead of us.

And then I have a follow-up for Tom..

Yeah. So, look, we're intentionally not getting into it line by line as it relates to the synergy targets or what's been realized because, frankly, from an investor perspective, I don't know that it matters that much.

So there's one thing to talk about, the one-time synergy and other thing is to talk about the growth curve and programming cost once you've had that synergy over a multi-year period. And those are really distinct items. So for all the obvious reasons, we're not going to go line by line.

I think, the key thing for investors to understand is that we started off, I think, when we announced the transaction, thinking it would be around $400 million in the first year – at the end of the first year annualized. When we financed it, it was at $500 million. Last quarter, it was at $600 million.

This quarter, we are confirming that it is $700 million at the end of year one run rate and that we're going to significantly exceed the $800 million original target for the run rate at the end of three years.

So that's what really matters, and that's what different from Charter, is going to help us fund a lot of the investments that we're doing and have a slightly different net growth curve financially for the new company.

From a programming expense line perspective, I guess the only thing I would tell you is, one, even though you step into a rate card that has nothing to do – that doesn't give you any indication of what the slope was and the growth rate could continue to be high on the rate card you stepped into.

But we're not accruing against the contractual rate card which we're billing. Beyond that, I'll just leave it at that. And for all the obvious reasons, we're not going to go much deeper into the topic..

Okay.

And any color on how many of those heads have been brought in already that we are seeing in the P&L?.

No. I think, this is more about changing the activity and rerouting along the way. We talk publicly about the fact that we are already building call centers and we were doing that rapidly.

So that process has started, but it is very early on, which is the intent of that very light shading on the – I don't know what page it is in the presentation, but we did give a page that is designed to show the progression of all the different operating initiatives as we see it today..

Yes. Got it. And then just Tom, going back to your comments on enterprise, we hear that a lot from a lot of the cable operators and it's obviously a big opportunity but also one that I don't think we've seen anyone really crack the code on yet.

Do you believe you can build all the expertise and product offering, sales force, et cetera to go after enterprise meaningfully? Or do you think you need to buy assets, either network assets or expertise to really capture that when you look at it what seems to be, I think, you said a $20 billion opportunity in your footprint?.

I do think we can build it. And I think that we can change the definition of the product set that works in that marketplace as well, coming at it from a non-incumbent perspective.

But one of the advantages of the new company and the new footprint is the regionality that has been picked up in terms of our asset base, previously Charter was less of a percentage of DMA in most markets that we operated in. And as a result of that, we had marketing inefficiencies. We couldn't use mass media in a lot of places.

And the same effect actually impedes enterprise growth because of the regional nature of a lot of enterprises and the multi-site facilities that larger enterprises have and the inability to serve those consistently when you have a spindly footprint.

And so the improvement in the footprint actually improves the opportunity that the enterprise market presents to us, as well as the fact that it's -- I mean the big news is we have great technologies. We have the ability to put those technologies everywhere we operate and we're really underpenetrated. And to me that lots of upside..

Thank you both..

Operator, we'll take our next question please..

Thanks. Your next question comes from Vijay Jayant from Evercore. Your line is open..

Thank you. So just referring to your presentation on page four, based on the timeline set out there, it sort of appears that your KPI gross ads should start increasing starting in 4Q, although you still have the churn associated with Time Warner Cable, as you called out.

And then, ARPU step-ups should start really in 4Q 2017, given the step-ups that we expect. But sort of looking at your insourcing, it sort of looks like three years, but where in that cycle does the duplicate cost start rolling off? Because from what I remember on the heritage Charter timeline, it was like a six-quarter period for elevated costs.

Is that similarly the arc we should be thinking about for the new integration?.

Yeah. So, Vijay, you are going to – I'd love to lay out our own model for you here, but I can't. I think, the – what I would tell you is that the fourth quarter comment you made about volume significantly ramping already in the fourth quarter is – I don't see that in the cards.

Most of what we are doing for Spectrum pricing and packaging isn't beginning until mid-November and then continuing through December. So as that soaks through the marketplace, and even then, it's only half of the acquired footprint that would have been taken through Spectrum pricing and packaging. So I think we would be getting ahead of ourselves.

I think, it's fair to start looking at the business and thinking about it conservatively once Spectrum pricing and packaging is fully deployed across all the markets. And that's the right time to start thinking through.

Already, where we have gone as Spectrum pricing and packaging, we are seeing uplift in sales, and it is material, and it is what we would expect, and it is what we saw at Charter. As it relates to these different initiatives that you described on the OpEx side, you know, the curve could look a lot like Charter.

Offsetting that is going to be the fact that we have transaction synergies here which we did not have in the previous Charter experience which will buffer that. And in addition to that, you have legacy Charter, which is still a large portion of the footprint that's growing at a very fast pace, not just from customer relationships.

And -- but because our service transactions are coming down, our EBITDA growth, last time that we could really look at it on a completely standalone basis, far outstrip the revenue growth. I mentioned that was without taking a bunch of rate. So I'm going to say it again.

I know everybody is focused on how much ARPU can you get, but this isn't an ARPU-driven strategy. It's a customer growth driven strategy, and it's one that's designed to take transactions out of the business. We did get some ARPU growth over time at legacy Charter. I think that will happen here too.

But that's not going to define our success one way or another..

Yes, it's really revenue per passing that you are looking at..

Correct. And that's achieved through higher pre-issues per household and higher penetration per product and customer relationship growth. Those are the ones that matter..

And if I could just follow-up on Spectrum Guide rollout on the heritage Charter, how is that going? And are we downloading both on VOD and IP, and is it scaling and all of that? Thanks..

Is that the UI question?.

Yes..

Yes..

Yes, look, we're rolling that out across the historic Charter footprint, and we're prepared to roll out next year inside the new price and packaging rollouts, not at the beginning of the year, but more towards the middle of the year. And we will – that will become our standard user interface on every incremental sale that we make.

And it will also be an opportunity for our existing customer base to change out, without a change in hardware, their UI based on whatever need they might have and whenever they might want to make that occur. So it's going well, and it's being rolled, and it is our game plan..

Great. Thank you so much..

Thanks, Vijay..

Operator, next question please..

Your next question comes from John Hodulik from UBS. Your line is open..

Great, thank you. First a follow-up on the buyback question. You guys did $280 million in the buyback versus $1 billion in cash flow.

Should we think of the $750 million authorization as sort of a cap on repurchases between now and when you restart the all-digital? And maybe if you could talk – I know, you want don't want to get caught in the formulaic sort of equation here, but maybe the pacing on finishing that $750 million or does the board look at this sort of periodically? I would imagine there are some people on the board that really like buybacks.

And then, secondly, on the sub losses, you said that you would see the dislocation in Time Warner Cable through the repackaging and re-pricing. Do things get better or worse from here? Is there some hump that we get over, or is this 60,000 number a good number going forward for that time being? Thanks..

We may have to come back to the second question. I am not sure I could totally follow it. But the – on the first question, you'll see in the 10-Q that we file today that the board is authorized to start the clock anew following this Q3 earnings for the six month window with the $750 million authorization. So effectively a reset.

And so we continue to have, as we sit here today, $750 million available to us to be opportunistic over time..

Got it. Okay. And on the subs, you said there would be dislocation on the Time Warner Cable properties until you finish the pricing and packaging.

Is the level of losses that we saw this quarter about right through that period, or is there anything in terms of your plan that suggests it might get a little bit worse or get better through that period?.

No. We're working on ways of moderating that simultaneously to the rollout of pricing and packaging.

So even if we weren't rolling out pricing and packaging, which had a positive benefit to churn, we've done other things in our whole relationship process, which is difficult to do during a transition process, but we're making changes where we can to the benefit of the consumer and trying to preserve the customer base while we rollout new pricing and packaging.

So I wouldn't say that the number this quarter is a proxy for all future quarters until pricing and packaging is rolled out. But pricing and packaging will be fully rolled out by spring. And the question, then, is how fast does that flow through the business in a corrective way.

But if you look at what we did at Charter, a substantial amount of the customer base turns over every year into new pricing and packaging through both churn activity and through upgrade activity. And so it's a difficult thing to model.

But we're coming at it both ways, both from creating a value proposition in the pricing and packaging we have, and doing those smart things that you can do with an existing customer base that's mispriced to move them in the right direction..

Got it. Thanks, guys..

Operator, next question, please?.

Your next question comes from Jessica Reif Cohen from Bank of America Merrill Lynch. Your line is open..

Thanks. I wanted to follow-up on something Tom said in the opening remarks. Tom, you talked about testing addressable advertising. Can you give us some color on what your plans are there and when you'll actually scale up? Your advertising numbers are already probably better than anybody.

But what is it that you're planning and how big can it be?.

Well, we have ambitions to make it a bigger business. And it's good right now. It's a political season, obviously. But in terms of the new company, we'll immediately start selling data-infused advertising in 2017.

And we believe that that will give us a lift over our historic pattern of advertising growth because our products will be worth more to our advertising. And we have a whole series of products that go forward from that. But, essentially, we have the ability to put ads where we want to put them and to who we want to put them.

And that capability should create a different value relationship with advertisers..

And then just a separate follow-up. Just a little bit of focus on wireless today.

What do you think the timing to come to market will be with the wireless product?.

Well, as we go down the path of an MVNO, it doesn't mean that we launch in an immediate fashion. It's a substantial business and requires significant planning and I would think that it would be well toward the end of the year, if not the following year, before the business is actually substantial, meaning end of 2017, following into 2018..

Great. Thank you..

Operator, next question, please?.

Your next question comes from Jonathan Chaplin from New Street Research. Your line is open..

Thanks. Just to follow-up on the last question on wireless.

When you say that it would probably be the end of 2017 into 2018 before the business is substantial, are you thinking in terms of before you've got a significant number of customers, or it will take you that amount of time to roll an offering out across your entire footprint? And then I'm wondering if you could talk in a little bit more detail about how the economics of the product evolved from what it looks like with the MVNO to where you think it goes as you begin to be able to leverage 5G capabilities in conjunction with the wireless product..

Well, I think to answer your question, it's the latter. It's really just standing up the business that I was talking about, not having a substantial customer count. And with regard to where it goes, I think the MVNO is an opportunity to create a high-quality product intermixed with our existing high-quality products and create value for customers.

And that has a tremendous potential to make the existing business model work better. With regard to how that gets integrated, no, I think 5G-type technologies or millimeter wave technologies or small cell, high frequency, high capacity, low latency wireless networks are products that we will develop.

They may or may not be connected to an MVNO relationship or a mobility relationship.

I think that there are opportunities to create wireless drops in certain cases, so direct wireless connections that mimic a physical connection, to connect malls and other things in the enterprise space and buildings that are not contiguous or have big parking lots or, in some cases, low density areas, it might make some sense.

And so the technology platform of these small high-capacity cells can work in a myriad of ways, both as line extension devices, as well as in-home devices that don't necessarily require mobility off property, in-office devices that don't require mobility off property. So they don't have to be necessarily developed as a mobile service.

So we're going to explore both paths..

Thank you..

Operator, next question, please?.

Your next question comes from Kannan Venkateshwar from Barclays. Your line is open..

Thank you. Just a couple of questions from me. First, on programming cost, Chris, there's been a little bit of a difference between your trajectory and Comcast, and I'm guessing some of that is just the renewal cycle being different.

But is there also any differences in terms of content portfolios? Comcast has been public about having full stacking rights and having the top 100 shows on TV and so on.

So is there some differences in terms of what you guys are going for in terms of programming costs, which is defining some of the trajectory? And, secondly, Tom, from a competitive pressure perspective, we are seeing a lot more news flow about companies like Google and potentially Amazon and, of course, the DirecTV Now kind of packages coming in.

How are you thinking about competition from the virtual over buildouts potentially in your footprint going forward? Thanks..

I'll answer the first question. I think the more likely difference, since we don't know what Comcast programming agreements cost or what they are, is still timing, if you're trying to compare the two companies, trajectory in any one fiscal year, because it is a lumpy kind of business.

But that's speculative, without having any real information other than my experience..

And the transaction synergies that we have already..

Yes..

So.....

Yeah..

So just as a follow-up on that, is it fair to say that over time, as the renewal cycles catch up, the trajectory maybe over a four-year or a five-year period looks similar?.

They tend to converge over a longer period of time historically, whether they're seeking different rights than us or not, I don't know..

Okay..

So if there were different rights structures and people were paying different amounts for those, and the industry practice is diverged, that wouldn't be true. But historically, it is true that they tend to converge over time.

With regard to competition, how do we think about it? We think we have a great physical infrastructure and that it's underpenetrated, and that we have tremendous growth in front of us. We take our competitors seriously. We try to build better products than they do. And we think that we'll be able to continue to do that for the foreseeable future.

We think we'll win based on our pricing, packaging, and product mix. We think we'll win based on our service business. And we think that the network that we have is underdeveloped in terms of its capabilities..

All right. Thank you..

Operator we have time for one more question, please..

Okay. Your next question will come from Jeff Wlodarczak from Pivotal Research. Your line is open..

Good morning guys. A couple for Tom. Following up on that last question, how important is it for you all to offer additional skinnier TV packages, and where are you on launching those type of offerings? And then, the FCC recently had a ruling on ISP data privacy.

What are likely effects on you all from that ruling?.

So with regard to skinny packages, generally, the product sets that people offer in the market that are less than full services are available to us. And we've done experiments, although interestingly, the rate of customers that take full packages from us is increasing.

So we're growing our video business and the ratio, the mix of full-service product, what people would think of as a fat package, I guess, is actually increasing.

So when we look at our opportunity, if we think there's a niche of market that could work with the products that are available, and they all have limitations in terms of being targetable to the non-subscribing marketplace, which generally is lower income and out of the full-package market because of their income.

And so we have the ability, I think, to continue to compete in that space if a product becomes available to us that actually satisfies a segment of the marketplace that's currently un-served. So far, we haven't found that magic mixture. We have sold some skinny packages ourselves. We continue to sell them. But the mix is actually going heavier.

So I think about it as an evolving landscape. To the extent that content companies want to let us sell in smaller packages that have lower penetrations, we'd be glad to take advantage of that..

And then, the FCC's ruling on ISP data processing?.

Oh, sorry. Look, it was worse than it ended up. And we'd rather not have an inconsistent regulatory environment for us as ISPs relative to edge providers. And we think that's really long, but it came a lot closer to the FTC model, not the FCC model, as originally proposed. And it's better, not perfect, but it's better..

Got it. Thanks very much, guys..

Thanks, Jeff..

Thanks, everybody. That's it for our call. See you in next quarter..

Thank you..

Thank you, everyone. This concludes today's conference call. You may now disconnect..