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First on CNBC: David Faber Speaks to Brian Roberts, Comcast Corporation Chairman & CEO & Time Warner Cable CEO Rob Marcus on "Squawk Box" Today

Thursday, 13 Feb 2014 | 9:50 AM ET

When: Today, Thursday, February 13th

Where: CNBC's "Squawk Box"

Following is the unofficial transcript of a FIRST ON CNBC interview with Comcast Corporation Chairman and CEO Brian Roberts and Time Warner Cable CEO Rob Marcus today on CNBC's "Squawk Box."

Following are links to the interview on CNBC.com:

http://video.cnbc.com/gallery/?video=3000245843

http://video.cnbc.com/gallery/?video=3000245877

http://video.cnbc.com/gallery/?video=3000245823

All references must be sourced to CNBC.

FABER: THANKS JOE. WE ARE AT 30 ROCK OF COURSE IN MIDTOWN. YOU HAVE COME FAMILIAR WITH THIS PLACE IN FACT WE SAT DOWN WITH JEFF IMMELT NOT THAT MANY YEARS AGO WHEN YOU WERE ACQUIRING NBC UNIVERSAL LET'S ME START WITH THIS DEAL AND AT LEAST MY BACKGROUND ON IT. I'VE BEEN FOLLOWING IT FOR QUITE SOME TIME AND WHEN I FIRST REPORTED COMCASTS IN POTENTIALLY ACQUIRING TIME WARNER CABLE IT ALSO HAVE THE CAVEAT MANY TIMES IN MY REPORTING THAT IT IS UNLIKELY BECAUSE THERE IS CONCERN AMONGST COMCAST EXECUTIVES OF WHAT THE FCC WOULD REQUIRE COMCAST TO DO SHOULD IT ACTUALLY PURSUE A FULL ACQUISITION. YOU DON'T WANT TO SIGN ANOTHER CONSENT DECREE FOR EXAMPLE IS WHAT MANY PEOPLE HAD BEEN TELLING ME. WHY HAVE YOU CHOSEN THEN TO GO AHEAD WITH THIS DEAL GIVEN MANY PEOPLE HAD BEEN TELLING ME THAT YOU WERE AT LEAST UNSURE WHETHER FROM THAT PERSPECTIVE IT WAS THE RIGHT MOVE FOR COMCAST.

ROBERTS: WELL DAVID WE WOULDN'T BE DOING THIS IF WE DIDN'T THINK WE COULD GET IT APPROVED. SPENT A LOT OF TIME THINKING ABOUT IT. IT'S A REALLY SPECIAL TRANSACTION FOR BOTH TIME WARNER CABLE AND FOR COMCAST SHAREHOLDERS OUR EMPLOYEES AND MOSTLY OUR CUSTOMERS. THE DEAL IS PRO-COMPETITIVE, IT IS PRO-CONSUMER. WE ARE GOING TO BE ABLE TO BRING BETTER PRODUCTS, FASTER INTERNET, MORE CHANNELS, ON DEMAND, TV EVERYWHERE AND A NATIONAL LOCAL PLATFORM THAT'S REALLY SPECIAL. SO WE ARE OPTIMISTIC WE CAN GET THIS APPROVED.

FABER: WHEN YOU SAY PRO-COMPETITIVE WHAT IS GOING TO BE THE ARGUMENT THAT ACTUALLY YOU CAN MAKE ON THAT?

ROBERTS: OK LET'S TALK THE NEW PRODUCTS, THE XFINITY PRODUCTS WHICH I THINK HAVE A LOT OF MOMENTUM CUSTOMERS ARE BUYING THEM IN OUR MARKETS. WE'VE SPEEDED UP THE INTERNET 12 TIMES IN 12 YEARS. WE NOW HAVE OVER 50,000 SHOWS ON DEMAND. IT'S AN X1 ENTERTAINMENT OPERATING SYSTEM. IT'S IN THE CLOUD. THE FIRST COMPANY IN THE WORLD TO DO IT. WE HAVE THE SCALE TO NOW BRING THOSE PRODUCTS TO NEW YORK, TO LOS ANGELES, TO MANY OTHER MARKETS. SECONDLY, ALL OF OUR COMPETITORS ARE NATIONAL, DIRECT TV, DISH NETWORK AND CABLE IS THIS OLDER SYSTEM THAT IS VERY LOCAL. SO IN THE NEW WORLD WITH BUSINESS SERVICES A MARKET THAT IS GROWING AND WE ARE THE NEW ENTRANT WE ARE ABLE TO GO AND OFFER CROSS-REGIONAL FIBER CONNECTIONS TO BUSINESSES IN MARKETS WHERE WE DIDN'T OPERATE LIKE NEW YORK IF WE WERE COMING FROM NORTH JERSEY AND YOU HAD OPERATIONS IN BOTH MARKETS. SO THERE ARE A LOT OF BENEFITS. THERE'S ALSO THINGS SUCH AS THE HORIZONTAL OWNERSHIP CAP THAT THE FCC USED TO HAVE OF 30%. NO MULTI-CHANNEL VIDEO COMPANY COULD HAVE MORE THAN 30%.

FABER: NO LONGER EXISTS

ROBERTS: IT WAS VACATED BY THE COURTS TWICE. THIS TRANSACTION WE DON'T COMPETE WE'RE NOT IN THE SAME MARKETS. WE'RE NOT IN ANY OF THE SAME ZIP CODES WITH TIME WARNER. THERE IS NO OVERLAP. THERE'S NO REDUCTION OF COMPETITION SO WE'RE JUST WE'RE JUST ABLE TO BRING BETTER PRODUCTS TO THEIR MARKETS. BUT WHAT WE'VE SAID TODAY IS THAT WE'RE PREPARED TO DIVEST UP TO 3 MILLION CUSTOMERS WHICH WILL BRING OUR NEW COMPANY COMBINED BELOW 30% EVEN THOUGH THAT 30% WAS VACATED BY THE COURTS. AND 10 YEARS AGO WHEN WE BOUGHT AT&T BROADBAND AND ADELPHIA WE WERE AT THE SAME 29.5% ABOUT THE SAME NUMBER SO IN 10 YEARS ALL THAT INTENSIFIED VIDEO COMPETITION AND OTHER COMPETITION BRINGS US RIGHT BACK TO WHERE WE WERE 10 YEARS AGO.

FABER: I HAVE MANY QUESTIONS OF COURSE BUT I WANT TO GET BACK TO ENGLEWOOD CLIFFS TO LET MY COLLEAGUES GET IN.

SORKIN: HEY BRIAN ON THE ISSUE OF COMPETITION LET'S JUST TALK ABOUT CONTENT COMPANIES. IF YOU ARE LES MOONVES THIS MORNING WHAT ARE YOU SUPPOSED TO THINK AND IF YOU ARE REED HASTINGS OUT OF NETFLIX HOW ARE YOU SUPPOSED TO CONSIDER THIS TRANSACTION?

ROBERTS: I COULDN'T HEAR MY CUT OUT

MARCUS: YOU KNOW I HEARD THE QUESTION ANDREW AND I'LL TRY TO DO IT. LOOK I FIND THIS ISSUE OF PROGRAMMERS SOMEHOW BEING DISADVANTAGED BY THE COMBINATION TO BE SOMEWHAT IRONIC GIVEN WHAT WE AS MVPDS MULTI CHANNEL VIDEO PROVIDERS HAVE ALL EXPERIENCED FOR THE LAST 5-10 YEARS WITH ESCALATING PROGRAMMING COSTS THE WAY THEY HAVE. I DON'T THINK THAT WE HAVE TO WORRY AT ALL ABOUT PROGRAMMERS DEFENDING THEMSELVES HERE.

ROBERTS: ONE OF THE THINGS THAT THIS TRANSACTION ALLOWS IS ABOUT A BILLION AND A HALF DOLLARS WORTH OF SYNERGIES THAT'S MOSTLY BECAUSE WE DON'T HAVE ANY OVERLAP IN OUR MARKETS AND WE ARE ABLE TO REDUCE SOME OF THE OVERHEAD, SOME OF THE DUPLICATION WHERE WE BOTH HAVE TO PRODUCE GUIDES AND NETWORK OPERATIONS. THE VAST MAJORITY OF THAT SYNERGY THAT MAKES THIS DEAL ACCRETIVE IN THE FIRST YEAR WHEN YOU EXCLUDE THE DEAL TRANSACTION EXPENSES WITHIN THE FIRST YEAR THIS IS ACCRETIVE TO OUR SHAREHOLDERS ON A FREE CASH FLOW PER SHARE BASIS. THE VAST MAJORITY OF THAT IS NOT COMING FROM PROGRAM SAVINGS.

FABER: TO ANDREW'S POINT THOUGH YOU KNOW THAT PROGRAMMERS ARE GOING TO START TO SCREAM WHY NOT. IT GIVES THEM AN OPPORTUNITY. YES THEY HAVE WON THE BATTLE SEEMINGLY BETWEEN CABLE AND CONTENT OR DISTRIBUTION AND CONTENT NONETHELESS AND BY THE WAY I AM INTERVIEWING LESLIE MOONVES LATER TODAY ON CNBC SO WE'LL ASK HIM ABOUT IT. I CAN'T KNOW WHAT HIS ANSWER IS GOING TO BE BUT WHEN THEY ALL START TO SAY TOO MUCH MARKET POWER, TOO MUCH MARKET POWER, TOO MUCH MARKET POWER.

ROBERTS: AGAIN THERE IS GOING TO BE A THOROUGH REVIEW. I JUST DON'T THINK THAT IS THE CASE. THERE'S OVER 4 AND IN MANY CASES 5 VIDEO COMPETITORS IN EVERY MARKET SELLING ALL OF THE CONTENT SERVICES, THE BUSINESS IS TRANSFORMING EVERY DAY WITH TECHNOLOGY. IT IS A COMPETITIVE BUSINESS. TIME WARNER HAD SOME VERY PUBLIC BATTLES AND THIS BALANCE THAT NEEDS TO BE STRUCK BETWEEN OPERATORS AND DISTRIBUTORS AND CONTENT COMPANIES TO BRING CONSUMERS WHAT THEY WANT AND I THINK THIS TRANSACTION WILL HELP SPEED UP THE TECHNOLOGICAL INNOVATION REALLY REALLY BRING NEW PRODUCTS. WE DON'T OVERLAP AND I THINK ITS UNDER 30%.

FABER: I KNOW THAT JOE'S GOT A QUESTION.

KERNEN: I AM GOING TO GO THROUGH YOU FABER. THIS IS A UNIQUE OPPORTUNITY FOR ME TO ASK BRIAN SOMETHING THAT I AM AFRAID TO ASK AND YOU ARE GOING TO BE THE ONE DOING THE ASKING.

FABER: I WILL ASK BECAUSE OF COURSE WE ARE HAVING TROUBLE WITH THE CHAIRMAN & CEOS AUDIO.

KERNEN: RIGHT RIGHT SO ITS GOING TO BE AND ACTUALLY I WANTED YOUR OPINION ON THIS TOO DAVID DID BRIAN ROBERTS GET THE BETTER OF JOHN MALONE HERE? WHAT IS MALONE FEELING LIKE TODAY? IS HE LIKE OH GOSH I WANTED TO PUT THESE THINGS TOGETHER BECAUSE IT MADE SENSE ALTRUISTICALLY FOR THE WORLD THAT THERE SHOULD BE COST SAVINGS OR IS HE GOING DRATS FOILED AGAIN BY BRIAN ROBERTS. WHAT DO YOU THINK HE IS FEELING?

FABER: GREAT QUESTION ROB HAS HEARD IT AND IS SMILING. JOE'S QUESTION IS SIMPLY YOU SEEM TO HAVE BESTED JOHN MALONE SOMEBODY WHO YOU HAVE KNOWN FOR MANY MANY YEARS GIVEN THAT HE IS LIKE YOUR FATHER SOMEONE WHO HELPED BUILD THIS INDUSTRY IN THIS COUNTRY. WHAT'S HE FEELING TODAY? IS HE HAPPY BECAUSE THERE IS CONSOLIDATION OR IS HE UNHAPPY BECAUSE OF COURSE CHARTER AND LIBERTY A 27% SHAREHOLDER WANTED TO OWN TIME WARNER CABLE?

ROBERTS: LOOK I THINK YOU WOULD HAVE TO ASK JOHN BUT HE'S BUILT A WONDERFUL COMPANY AND ULTIMATELY WE STUDIED MANY DIFFERENT ITERATIONS OF WHAT'S RIGHT FOR COMCAST, WHAT'S RIGHT FOR TIME WARNER AND I THINK THIS TRANSACTION FEELS REALLY SPECIAL WILL ALLOW OUR COMPANY TO GROW. WE WILL BE ABLE TO DIVEST SOME CUSTOMERS WE'RE HAPPY TO TALK TO JOHN OR ANYBODY ELSE ABOUT THAT OPPORTUNITY. BUT AT THE SAME TIME ULTIMATELY WE HAVE TO LOOK AT WHAT'S RIGHT FOR COMCAST AND THE THING THAT COMPELLED ME WAS WHEN YOU TAKE OUT THE BILLION AND A HALF DOLLAR SYNERGIES WE ARE PAYING ABOUT 6.6 TIMES CASH FLOW TO BUY SOME PREMIER MARKETS AND A PREMIER COMPANY AND THAT'S BECAUSE OF THE SYNERGIES AND WHEN YOU LOOK AT THAT, THAT MIGHT BE THE MOST ATTRACTIVE ACQUISITION THAT WE HAVE DONE IN MANY MANY YEARS.

FABER: SOUNDS TO ME LIKE HE IS GETTING THE BETTER OF YOU. WHY ARE YOU SELLING IT AT ONLY 6.6 TIMES ROB?

MARCUS: LOOK DAVID I SPOKE TO YOU A COUPLE OF WEEKS AGO

FABER: YES YOU DID

MARCUS: AND I SAID SOMETHING THAT I HAVE BEEN SAYING FOR MONTHS NOW WHICH IS THAT MY PRIMARY OBJECTIVES HAVE ALWAYS BEEN MAXIMIZE VALUE FOR SHAREHOLDERS, AND PUT OURSELVES IN A POSITION TO DELIVER GREAT EXPERIENCES TO OUR CUSTOMERS AND THIS TRANSACTION ACCOMPLISHES BOTH OF THOSE OBJECTIVES SO IF YOU LOOKING AT THE WORLD THROUGH THE LENS THROUGH WINNERS AND LOSERS I THINK THE CUSTOMERS ARE A BIG WINNER HERE AND TIME WARNER CABLE SHAREHOLDERS ARE BIG WINNERS HERE TODAY.

FABER: BUT IT WAS ONLY TWO WEEKS AGO THAT YOU UNVEILED A VERY SIGNIFICANT NEW PLAN IF YOU WILL FOR TIME WARNER CABLE TO CREATE A GREAT DEAL OF VALUE BY THE WAY WHAT CHANGED IN THESE TWO WEEKS SINCE YOU AND I WERE ON OUR AIR DISCUSSING THAT PLAN AND WHY OF COURSE 132 LET'S CALL IT FROM CHARTER WAS NO WAY SUFFICIENT.

MARCUS: YEAH AGAIN I THINK I HAVE BEEN PRETTY CONSISTENT ON THIS ONE. PLAN A LIKE MOST MANAGEMENT TEAMS FOR US WAS RUN THE BUSINESS AS BEST WE CAN. EXECUTE ON OUR OPERATING PLAN AND MAXIMIZE SHAREHOLDER VALUE BY DOING THAT BUT ALWAYS AS STEWARDS OF INVESTORS CAPITAL BE OPEN TO ALTERNATIVE WAYS OF MAXIMIZING SHAREHOLDER VALUE AND I HAVE NO DOUBT THAT THIS TRANSACTION PRESENTS A MAXIMIZATION OF SHAREHOLDER VALUE OPPORTUNITY FOR US.

FABER: WELL YOU SAID 160 WITH A VERY VERY SMALL RISE IN.. DO YOU THINK STOCK IS GOING TO GO UP TODAY BY THE WAY?

ROBERTS: I HAVE NO IDEA. YOU KNOW WE THINK FOR THE LONG TERM YOU KNOW THAT'S ONE OF THE THING AS I THINK HOW WE BUILT COMCAST WE'VE BEEN DISCIPLINED WE ARE ANNOUNCING TODAY THAT IT IS OUR INTENTION AT THE CLOSE OF THE TRANSACTION TO ASK OUR BOARD TO INCREASE THE AUTHORIZATION BY 10 BILLION DOLLARS OF STOCK BUYBACK. WE'RE CONFIDENT THAT WE CAN EXECUTE. ONE OF THE THINGS WE'VE DONE OVER THE YEARS IS INTEGRATE WELL. AND DO IT IN AT&T BROADBAND AND OTHER CABLE ACQUISITIONS AND THE OPPORTUNITY UNDER NEIL SMIT'S LEADERSHIP WE HAVE A LOT OF MOMENTUM RIGHT NOW. OUR OPERARTING RESULTS IN THE FOURTH QUARTER WE ADDED POSITIVE SUBSCRIBERS WE HAD ONE OF THE BEST YEARS WE HAVE EVER HAD LAST YEAR IN 2013 TO BUILD ON THAT MOMENTUM TO INTEGRATE A COMPANY AS WONDERFUL AS TIME WARNER CABLE AND TO REALLY THEN BE ABLE TO SEE WHERE THIS INDUSTRY GOES AND HELP LEAD IT THIS IS A VERY SPECIAL DAY FOR OUR COMPANY.

FABER: BRIAN THOUGH YOU TALK ABOUT THE LONG TERM AND OF COURSE YOU HAVE BUILT THIS COMPANY FOR THAT AND I'M SURE YOU ARE THINKING MANY YEARS DOWN THE ROAD BUT SOME LOOK AT THE CURRENT ENVIRONMENT IN CABLE AND THEY SEE PEOPLE PULLING OUT THEIR VIDEO FOR EXAMPLE BROADBAND CONSIDERED TO BE THE KEY PRODUCT GROWTH HAS OBVIOUSLY SLOWED IF NOT STOPPED ENTIRELY WHEN IT COMES TO VIDEO SUBS TIME WARNER CABLE HAS LOST A NUMBER OF THEM OVER THE LAST YEAR. WHY DO THIS DEAL WHEN YOU COULD EXPAND INTERNATIONALLY EXPAND IN CONTENT AND CONCEIVABLY YOU ARE PUTTING YOURSELF IN EVEN A LARGER POSITION IN WHAT SEEMS TO BE A WEAKENING INDUSTRY.

ROBERTS: WELL FIRST OF ALL IT IS A COMPETITIVE BUSINESS. AND ANYONE WHO DOESN'T REALIZE THAT YOU ARE ABSOLUTELY RIGHT ITS HARD WE ARE WORKING EVERY DAY TO TRY TO CONVINCE CUSTOMERS TO BUY OUR PRODUCTS AND YOU HAVE GOT TO IMPROVE THOSE PRODUCTS. TO FIND A DEAL WITH THIS KIND OF SYNERGY THAT CAN BE ACCRETIVE IN THE FIRST YEAR AND TO GET ABOUT HALF THOSE SYNERGIES EXPECT IN THREE YEARS WITHIN THE FIRST YEAR A MAJORITY OF THEM THAT'S VERY UNUSUAL AND THAT'S WHY WE DID A STOCK FOR STOCK DEAL WE ARE IN THE SAME INDUSTRY WE JUST DON'T OPERATE IN THE SAME MARKETS. THE BUSINESS IS A WONDERFUL BUSINESS. AND YES VIDEO HAS MATURED BUT PEOPLE WANT THEIR CONTENT ON EVERY DEVICE ON EVERY PLATFORM WHENEVER THEY WANT IT. JUST THE OLYMPICS AND BREATH OF CONTENT IT IS NOT JUST ONE CHANNEL ANYMORE AS WE KNOW. AND SO THERE'S REAL CHANGES. AT THE SAME TIME BROADBAND AND WITH WIFI AND THE FASTEST BROADBAND CONNECTIVITIES AND GOING TO SMALL MEDIUM SIZE BUSINESSES AND INTERACTIVE AND TARGETED ADVERTISING THE SMART HOME OF THE FUTURE THOSE THINGS MORE THAN OFFSET THE MATURATION OF THE VIDEO BUSINESS AND THE COMPETITIVENESS. SO AS LONG AS YOU INVEST IN YOUR NETWORK HAVE THE BEST PRODUCTS WE THINK THIS IS GOING TO BE A GREAT BUSINESS AND IN THIS CASE WHAT ROB SAID FOR HIS SHAREHOLDERS IS ALSO TRUE FOR THE COMCAST SHAREHOLDERS WE FOUND A WAY TO FIND HOPEFULLY A REAL WIN WIN OUTCOME.

FABER: I KNOW ANDREW HAS QUESTION FOR ROB, ANDREW

SORKIN: FOR ROB WHICH IS IN TERMS OF THE CALCULUS IN DOING THIS TRANSACTION AS OPPOSED ANOTHER ONE AND THE BREAK UP FEE INVOLVED GIVEN TO THE EXTENT THERE ARE REGULATORY QUESTIONS. WHAT IS THE BREAK UP FEE AND HOW DO YOU GUYS THINK ABOUT THAT ISSUE?

MARCUS: SURE NATURALLY WHEN YOU EVALUATE A TRANSACTION YOU TAKE INTO ACCOUNT BOTH THE TRANSACTION ITSELF AND THE PROBABILITY IT WILL IN FACT BE COMPLETED. OUR ESTIMATION HERE IS THAT THIS TRANSACTION WILL IN FACT CLEAR REGULATORY HURDLES AND BE COMPLETED. SO WHEN YOU TAKE THAT AND COUPLE IT WITH THE FACT THAT THE VALUE BEING OFFERED WAS VERY CLOSE TO 160 DOLLARS A SHARE AND WE THINK THE LONG TERM VALUE CREATION OPPORTUNITY IS EVEN GREAT THAN THAT FOR US THIS WAS A CLEAR DECISION.

SORKIN: ROB WHAT IS THE BREAK UP FEE?

MARCUS: THERE IS NO BREAK UP FEE

SORKIN: THERE IS NONE

FABER: WOW AND THERE IS NO HELL AND HIGH WATER YOU GUYS ARE GOING TO THE MAT ON THIS ALL THE WAY ON REGULATORY CORRECT?

ROBERTS: WELL WE HAVE THE SAME CLOSING EXPECTATIONS AS EVERY OTHER CABLE TRANSACTION AND SO WE ARE CERTAINLY GOING TO TRY AND MAKE OUR CASE AND WE THINK WE CAN MAKE A VERY CREDIBLE AND I THINK CONSTRUCTIVE CASE AND WE ARE HOPEFUL WE CAN GET THIS DEAL APPROVED. WE WOULDN'T HAVE DONE IT IF WE DIDN'T THINK SO.

FABER: WELL I HOPE I GET THE SAME PERMISSIONS JOE KERNEN HAS TO CALL YOU WHEN MY CABLE IS NOT WORKING BRIAN GIVEN THAT YOU WILL NOW BECOME MY PROVIDER IN NEW YORK CITY.

MARCUS: HOPEFULLY BRIAN WILL TAKE CARE OF YOU AS WELL AS WE HAVE.

FABER: YOU HAVE DONE A VERY GOOD JOB. I'M SURE IT HAD NOTHING TO DO WITH WHO I WORK FOR. ROB MARCUS BRIAN ROBERTS THANK YOU FOR COMING ON.

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