Good day, ladies and gentlemen, and welcome to CenturyLink's Third Quarter 2010 Earnings Conference Call. [Operator Instructions] I would now like to hand the conference over to Mr. Tony Davis, Vice President of Investor Relations. Sir, you may begin.

Thank you, Sayeed. Good morning, everyone, and welcome to our call today to discuss CenturyLink's third quarter 2010 results released earlier this morning. For those of you who have access to the Internet, the slide presentation we will be reviewing during the prepared remarks portion of today's call is available on CenturyLink's IR website at ir.centurylink.com or the Investor Relations section of our corporate website at www.centurylink.com. At the conclusion of our prepared remarks today, we will open the call for Q&A. Turning to Slide 2. Slide 2 contains our Safe Harbor language for your information. We will be making certain forward-looking statements today, particularly as they pertain to guidance for fourth quarter and full year 2010, selected information regarding 2011, the Embarq integration and the pending acquisition of Qwest and other outlooks in our business. Please review our Safe Harbor language found in our press release and in our SEC filings, which describe factors that could cause our actual results to differ materially from those projected by us and our forward-looking statements. Now moving to Slide 3. We asked that you note that our earnings release issued earlier this morning and the slide presentation and remarks made during this call contain certain non-GAAP financial measures. Reconciliations between the non-GAAP financial measures and the GAAP financial measures are available in our earnings release and on our website at www.centurylink.com. Turning to Slide 4. Your host for today's call is Glen Post, Chief Executive Officer and President of CenturyLink. Joining Glen on our call today is Stewart Ewing, CenturyLink's Chief Financial Officer. And also available during the question-and-answer period of today's call is Karen Puckett, CenturyLink's Chief Operating Officer. Our call today will be accessible for telephone replay through November 9, 2010, and available for webcast replay through November 23, 2010. For anyone listening to a taped or webcast replay of this call, or for anyone reviewing a written transcript of today's call, please note that all information presented is current only as of November 3, 2010, and should be considered valid only as of today regardless of the date listened to or reviewed. As you turn to Slide 5, I will now turn the call over to your host, Glen Post. Glen?

Thank you, Tony. We appreciate you joining us today as we discuss CenturyLink's third quarter 2010 operating results and selected operational updates, as well as guidance for the remainder of 2010. Reported solid results for the quarter achieved operating revenues above the top end of guidance range and diluted earnings per share that exceeded previous guidance and first call consensus for the quarter. We also achieved solid high-speed Internet additions and continue to see significant improvement in year-over-year access line losses, primarily driven by improved line loss results in the legacy Embarq markets. The integration of Embarq continues to proceed well, and we continue to make good progress in obtaining approvals necessary to complete the pending Qwest transaction, another transformative acquisition for CenturyLink. Moving to Slide 6 from the deck. We are pleased to report solid financial and operating results for the third quarter. Operating revenues were $1.75 billion for the quarter, and diluted earnings per share excluding nonrecurring items is $0.83 per share for the quarter. A primary contribution to our solid results during the quarter was our employees' ongoing efforts to contain operating costs across our business while at the same time, working on the Embarq integration preparing for the Qwest transaction. Our cash flows remained strong as we generated free cash flow of more than $380 million, excluding nonrecurring items during the quarter. Additionally, we achieved over $80 million of total operating expense synergies associated with the Embarq integration during the third quarter, and we continue to expect to exit 2010 at our current $330 million annualized operating expense synergy run rate. Turning to Slide 7 in the deck. We continue to see an improvement in our year-over-year revenue mix as the Embarq acquisition and our market specific marketing strategies are decreasing our reliance on access revenues.…

Thank you, Glen. During the next few minutes, I'll review some highlights of our third quarter 2010 operating results and will conclude my comments this morning with a discussion of fourth quarter and full year 2010 guidance provided in our earnings release issued earlier today. Now turning to Slide 14. Since we reported significant nonrecurring one-time items during the third quarter, I want to briefly recap those items for you before I discuss the third quarter normalized results. First, we incurred approximately $27 million of pretax expenses or $0.06 per share related to integration and severance costs associated with the Embarq integration. Second, we incurred about $5 million in pretax expenses or about $0.01 per share related to the Qwest acquisition. In the aggregate, these item represent the $0.07 per share difference in normalized diluted earnings per share of $0.83 in GAAP diluted earnings per share of $0.76. Now turning to Slide 15. In our results for third quarter 2010 compared to third quarter 2009, excluding nonrecurring items for both periods as outlined in our financial schedules. For third quarter 2010, operating revenues decreased $127 million to $1.75 billion from $1.87 billion in third quarter a year ago. Cash operating expenses decreased from $944.5 million in third quarter 2009 to $851.8 million in third quarter this year, primarily due to synergies achieved from the Embarq integration. Depreciation and amortization expense decreased from $362 million in third quarter 2009 to $358 million in the third quarter of 2010, primarily due to a reduction in the amortization expense associated with the customer life intangible asset established in connection with our Embarq acquisition. Net income attributable to CenturyLink for the quarter was $251.1 million compared to $269.1 million in third quarter 2009, and diluted earnings per share for the quarter decreased 7.8% to…

[Operator Instructions] First question comes from Batya Levi. [UBS Investment Bank]

One question about the broadband side. Could you talk about the trends that you're seeing in the marketplace? Most of the telcos saw a seasonal uptick in the third quarter, but your ads were flattish. Can you give a sense of what the drivers behind that was? And just a follow-up, despite the lower broadband ads, the data revenues were actually stronger than we thought. So if you could talk about the pricing environment and maybe provide some sense for what kind of speed the customers are asking for.

This is Karen. In terms of the flatness, if you think about last year at third quarter, we were ramping up the EQ markets. We add a new operating model in go-to-market. And we think it's success with that. We're starting to have consistent results but ramping down on all those high-point opportunities that we had. If you look at -- still in the industry in terms of close share, and compared to peers, we're still top of the industry in terms of our performance. So from an internal standpoint, we hit our objectives, and we see that continue to be pretty flat if you look at it just quarter-over-quarter. In terms of competition and speed, we're really seeing not a lot of new incremental competition from cable. There's pockets of more aggressive competition but have not seen any increased competition early in the third quarter, going into fourth quarter. So we feel pretty good about where we are on our high-speed penetration.

And with respect to the increase in data revenues being in excess of the percentage increase in DSL customers, we include special access revenues in the data category, and we continue to see strong demand from the Wallace carriers with respect to meeting new bandwidth to their tower as their customers require higher and higher speeds and more broadband services.

Our next question comes from Scott Goldman.

So I want to touch, Stewart, on the 4Q revenue guidance. It seems to imply a step up in the rate of both annual and sequential declines. You just mentioned in your prepared remarks that a $5 million one-time impact in the fourth quarter, but I'm not sure that would necessarily account for the entire change there. So, I wonder if you can just talk a little bit about the key drivers of that guidance. The items such as the wireless traffic migration delays or anything else we should be thinking about in terms of the 4Q revenue? And then secondly just on the synergies, also you exited third quarter where you plan to exit for the full year. You have about $45 million of incremental synergies still to get your annualized target. So should we expect the bulk of that to come from the system conversions that take place by the third quarter of next year, or are there other areas that we can expect some meaningful synergies over the next few quarters?

Yes, Scott. So with respect to the fourth quarter revenue guidance, about $5 million is due to the one-time favorable items that we had in the third quarter. Probably about $7 million to $8 million is due to the continued access re-home and long-distance migration that we're seeing that's been delayed. Somewhat, we thought it would happen a little earlier this year, but it's been delayed some, but it will continue to occur. So we're expecting that. And then the majority of -- the rest of the client is really related to expected access line declines and expected continued declines in access minutes of use. With respect to the synergies, yes, we did exit third quarter at about where we expect to exit the year. And you're correct in your rationale there. Basically, we completed one of the other conversions, the third conversion of our customer care billing to the CenturyLink system from Embarq. We have two of those remaining. They will be completed hopefully by the end of the third quarter of 2011. So the majority of the remaining synergies related to Embarq are related to IT and the decommissioning of those systems are after the -- when full transition takes place, as well as some in the county area related to some folks that we have now. They're doing billing managing, billing system and billing process.

And can you just quantify what the impact of the IPTV rollout would be in the quarter on EBITDA?

We expect it be somewhere probably in the $7 million to $8 million range.

Our next question comes from Simon Flannery. [Morgan Stanley]

You talked quite a bit about bringing the Prism IPTV service to Vegas and Fort Myers. Can you talk about what it requires to roll that out in terms of upgrading the network, installing other equipment. I'm particularly thinking of how these maybe to bring this to the 4.5 million lines that Qwest has now agreed to high-speed, perhaps you can go through the sort of technical timing requirements there. And given that you're expanding it more broadly, have your views on profitability or the ability to kind of get better results on bundling and ARPU and so forth, started to turn more positive? Because up to now, you've been sort of fairly measuring your expansion, but it feels like you have some things change there. And then secondly, if you can just provide any more color on specific states and specific timelines around the merger approval process where we currently stand?

Simon, I'll start on your first question and Karen may want to add to this. First of all, we have our head-in Columbia, Missouri today. Probably, secondhand head-in, back-up head-in with Qwest. I have video capabilities in Denver and in Phoenix. So we'll inherit another head in there. That's almost ready to go. So that's not the big step. We always -- in every market, we'll have several local heading broadcast channel, local channels. That's part of the incremental cost. But it's really a matter of plant condition and really the majority of the costs and the sort of plant is concerned is going to be needed eventually in the next three to five years anyway, to bring plant the standards that we wand and also to bring the higher speed of Internet and other services that we expect to provide. So the incremental plant cause for just the video services, IPTV services, not that large of percentage of the total. But bottom line is, we think the returns remain strong with this product. We're seeing attached rates of about 90% of high-speed Internet attachment rates. We're seeing at least 400 basis points improvement in churn rate with our Prism product, and it's really an outstanding product. It's in many ways better than the cable company has, and our pricing is comparable to cable. So we feel really good about the rollout of Prism. And we're in the process of evaluating the Qwest markets. We don't know yet if the plant condition really makes a big difference and in the timing of the rollout. So we'll be looking at their markets the further we get into this process, the integration of the companies and the weeks and months ahead.

And on the estate approval process?

Yes, we're in the middle of negotiating virtually every state, and we have a 12 approvals. Probably, we'll have 13 by the end of the day. [indiscernible] is pretty much there. So we'll have 13 if that's true. We heard that this morning. And then, we think it will be as possible if we can get all approvals in early first quarter, could be later, but we are hoping that we can move far pretty quickly. The SEC is working with us, had good meetings there and moving forward. And as I've stated, we settled the unions in there, supporting the transaction now. So it's moving forward at a good pace.

Our next question comes from David Barden. [Bank of America Merrill Lynch]

Glen, just in terms of the Qwest results out today. I think that there was a question, actually wondering if the company's margin expansion and performance have been so good that it might be impacting the potential for CenturyLink to extract synergies after the deal is closed, and they share the view that they had shared this kind of performance in their forward outlook. I was wondering if you could kind of share your view of their performance as relative to the plan that you expected to see. And then second, I think you have shared in the past that the impact online loss and other metrics that you've had has been better in big markets like Las Vegas, for instance, with the Embarq merger then maybe even the averages that you report, and that's obviously going to be highly relevant to the Qwest transaction. Could you kind of dig in a little bit more about how the big markets responded to some of your initiatives?

David, as far as the margin expansion in Qwest, we're glad to see that. We were looking at a point in time as far as our synergy anticipation. So it may be that some of the patient[ph] they are getting are in our synergy numbers. We don't know exactly, we don't have all the detail at this point. So if you'll take in, there are announced synergy number, we're going to have to see to what extent their reduction in costs are hitting the areas, where we considered we have a synergy. Some of the IT-related costs and the synergies of combining billing systems and operational systems, those certainly will not be impacted. But there maybe other synergies, in general, overhead that they are taking out that could impact the total amount of synergy that we really accomplish after the close. But either way, the costs are coming out. And it should impact favorable overall margins of the combined company. Regarding the impact from line loss that we've seen in other metrics at Embarq, we think the larger market responded well with our local market focus, our really immediate response type advertising, the moving, the decision-making closer to the market. In some ways, there were more feed on the street in some of these markets. We think that it has been impactful. And we think it's made a difference, I guess where the greatest opportunity for us in these larger markets as well. So that's obviously a greater impact there. But we feel good about where we are with the Embarq markets, and we believe we can bring somewhere impacts to the Qwest market. You'll never know until you're there. But right now, in the last Vegas, Orlando, Fort Myers of the world, we are seeing our go-to-market strategies, our local market position or approach working in these larger markets.

Our next question comes from Frank Louthan. [Raymond James] Frank Louthan - Raymond James & Associates: Can you give us an idea of your -- you mentioned some of your access exposure, the 15% or so. Can you give us an idea of some of your net exposure once you take out the cost of access so it post the Embarq transaction, and then possibly, you're thoughts post the Qwest transaction?

Yes, Frank, we'll have to get back with you on that in terms of what the net exposure might be. I don't have that right now. Frank Louthan - Raymond James & Associates: And then, can you give us an idea sort of the timeline for the approval with the Qwest deal and not to put you on the spot or make you trying to comment on what regulators might do, but there's always certain set schedules that various states have and when they had meetings and their common periods and so forth. Can you give us an idea of when you think the various state approvals for the maximum time that they could be approved? And then just to give us an idea of how far into the second half of the year the deal might close?

How about the first half of the year, I think you meant, Frank. Frank Louthan - Raymond James & Associates: Yes, correct. Sorry.

Right now, before the staff meeting, we know it was in mid-January. But there have been delays. There could be more delays which is in the February or March, even April. But we would hope it's in the first or early second half of the first half of the year. But it's difficult, the regulatory process, we can't control it really.

Our next question comes from Tim Horan. [Oppenheimer & Co.] Timothy Horan - Oppenheimer & Co. Inc.: Two broader questions. One, on the access lines front, can you give us maybe some thought of what percentage of the market you're at now? I'm just trying to figure out when do you think we'll start to see a little bit more stability because your revenue seems to be tracking the access line a little bit better. And maybe the second, maybe can comment on as much, but you had a little more time to study the NOLs on a combined basis and the synergies. Could you maybe talk about the timing when you would use up the Qwest NOLs? Is it kind of similar to the synergy timeframe three to five years? And then second in the synergies, can you maybe give us a little bit more color of what percentage you can hit in the first year, and how that spreads out over the next three to five years now that you have a little more time?

Tim, this is Karen. Just to clarify, you ask about access lines, right? Timothy Horan - Oppenheimer & Co. Inc.: Yes, at the beginning, yes.

In terms access line's percent of market share, we believe we still have an aggregate overall dominant market share. And what I would tell you if you just look at cable competition that we have not seen, in fact, we have seen a decline in cable. So I think the focus on that triple play in getting that video either satellite and/or IPTV as part of the bundle is key. And if you think about just loss, there's the out, but there is the in. So we have to continue to work on our distribution in that video products set to attract a new inwards in. Timothy Horan - Oppenheimer & Co. Inc.: And when you look at your households in the territory, do you think you're still servicing 65% of them? And where do you think it kind of bottoms out?

Yes, we do. And in terms of where it kind of bottoms out, I still think it would still be above 50% in terms of where the bottom is at. So hopefully, we're getting close. But one should see, and again, as we bring these more competitive products like IPTV to the market and begin to take back MBUs, we're having good success there with bulk MBUs. We believe that we can minimize the bottom here.

And Tim, with respect to the NOLs, the stand-alone basis, Qwest expects to use the NOLs in sometime in the 2014 to 2015 time range. And we wouldn't really expect anything much different, at least at this point. And we're still studying that somewhat. With respect to synergies in utilization of the synergy in year one and year two, I think we're going to have to wait to give more status on that. We'll get closer to closing and really, we're going to throw a process now of working through the synergy numbers to try to clarify those and working through plans as well with respect to network conversions and things like that and migrations. And I think we'll have a much better idea on that, probably in the next three to six months.

Our next question comes from Robert Schiffman[ph].

As you know I'm a bond guy, but what I see is the stock that a 52-week high, yet spreads for CTL continue to lag the rest of the investment grade market. I want to get a sense of a couple of things. One is, do you have an update on where Fitch stands in terms of reviewing the credit since it becomes -- it's pretty clear that Moody's is going to keep the investment great and S&P is going to take you down? And two is, have you determined yet which boxes are going to remain alive in terms of issuance? And what are your expectations for issuance over the next 12 months?

Rob, with respect to the rating agencies, we have not really -- we expect to have additional conversations with them sometime prior to closing. That's really our obligation to them. And we don't really have an update on Fitch at this point in time. With respect to issuances in the next few years, we expect to continue to really follow. As you know, we have very strong free cash flow. We expect to continue to follow the policy that Qwest has implemented with respect to the regulated debt, basically, refinancing that, and the debt that's on their parent company, the nonregulated debt trying to pay that off with free cash flow. So the issue in entities in the future would be CenturyLink, the parent company and the current Qwest regulatory subsidiary, Qwest Communications.

And this concludes our question-and-answer session for today. I would now like to hand the conference back over to Mr. Glen Post for any closing remarks.

In closing, CenturyLink continues to build on a strong operating and financial results we've achieved over the last year since closing the Embarq transaction. We achieved solid results in the third quarter. We continue to slow the year-over-year rate of access line loss and drive revenue growth, strategic products and services. Our local operating model, combined with a strong product portfolio and targeted marketing efforts continues to be effective and driving these results. Also, we're pleased that we have been able to achieve operating expense synergies from the Embarq merger ahead of schedule, and we remain confident we will achieve our $375 million operating expense synergy target. And finally, work on the Qwest transaction approval process and planning for the Qwest integration are going well. And I want to thank you for participating in our call today, and we look forward to speaking with you again in the weeks and months ahead. Thank you.

Thank you. Ladies and gentlemen, thank you for participating in today's conference. This concludes our program for today. You may all disconnect, and have a wonderful day.