Ladies and gentlemen, thank you for standing by. Welcome to the CenturyLink Fourth Quarter and Full-Year 2018 Earnings Conference Call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session. [Operator Instructions]. As a reminder, this conference is being recorded, Wednesday, February 13, 2019. I would now like to turn the conference over to Valerie Finberg, CenturyLink's VP of Investor Relations. Please go ahead, ma'am.

Thank you, Melody. Good afternoon, everyone, and thank you for joining us for the CenturyLink fourth quarter and full-year 2018 earnings call. With us on the call today are Jeff Storey, President and Chief Executive Officer; and Neel Dev, Executive Vice President and Chief Financial Officer. Unless otherwise noted, prior periods are provided on a pro forma basis, assuming both the sales of the legacy CenturyLink data centers and co-location business and the acquisition of Level 3 occurred as of January 1, 2017. To provide clear comparability with prior periods, our discussion of revenue results excludes the effect of the revenue recognition accounting change we adopted at the beginning of 2018. Adjusted EBITDA, capital expenditures, free cash flow, and net debt-to-adjusted EBITDA discussed on the call today exclude integration-related expense and other special items as noted in our earnings materials. Let me now refer you to Slide 2 of our 4Q 2018 presentation which contains our Safe Harbor disclaimer and remind you that this conference call may include forward-looking statements subject to risks and certain uncertainties. In addition, on this call, we will refer to certain non-GAAP financial measures which are reconciled to the most comparable GAAP measures which can be found on their Investor Relations website. With that, I will turn the call over to Jeff.

Thanks, Valerie, and thank you to everyone for joining us. On the call today, I'll provide a high-level overview of our significant accomplishments in 2018 and discuss our updated capital allocation approach and how we're positioned for 2019 and beyond. I'll then turn it over to Neel for a detailed review of our 2018 results and outlook for this year. After that, we'll open it up for your questions. As a quick recap, 2018 was a critical year for CenturyLink. At the beginning of the year, we shared our outlook with you including the expectations for EBITDA, and free cash flow. During the year, we significantly raised that outlook. The actual results for EBITDA were solidly within and free cash flow slightly exceeded the updated ranges we provided. CenturyLink closed the acquisition of Level 3 at the end of 2017 and we spent most of 2018 focused on integrating the companies. While we still have more to do, we're ahead of where we expected to be at the end of our first full-year. During the year we continued to implement a disciplined approach to managing the business for profitable revenue. We've moved quickly away from non-core less profitable products, and customer contracts, and instead focused more on product development particularly around cloud, security, hybrid networking, and edge computing for our enterprise customers. With respect to synergies, we achieved the full run rate savings of $850 million in one year rather than the 80% in three years as initially projected and we believe we still have more to come. Sales from mid to large enterprise customers always a challenge during an integration have been generally improving but we're still not where we want to be. We're investing to improve our customer experience for all customers but especially our consumer and small…

Thank you, Jeff, and good afternoon everyone. We have a lot of ground to cover this afternoon. So I'll start with a few highlights, followed by our fourth quarter results, financial outlook, reporting changes for 2019, and then wrap up with a summary of our capital allocation plan. Turning to Slide 5, we exited 2018 with strong bottom-line performance. We continued to expand adjusted EBITDA margin which was 39.8% in the fourth quarter, a 430 basis point improvement since the close of the Level 3 transaction. Adjusted EBITDA grew to $2.3 billion for the quarter and $9.04 billion for the full-year. We generated strong free cash flow of $4.2 billion for the full-year. We also ended the year by achieving our targeted $850 million of annualized run rate adjusted EBITDA synergies for the transaction much sooner than expected. Turning to Slide 6, total revenue in the fourth quarter declined 3.3% to $5.81 billion with declines of 2.2% in business revenue and 6.5% in consumer revenue. For the full-year 2018, total revenue declined 2.7% to $23.48 billion with declines of 2% in business revenue and 5% in consumer revenue. Within our business units, our medium and small business revenue decreased 4.7% in the fourth quarter. Sequentially we saw a decline of 2.8% compared to 1.5% last quarter. On a sequential basis, fourth quarter performance was impacted by the full-quarter effect of the renegotiated state and local government voice contract that we referenced last quarter. Additionally, we saw lower equipment revenue primarily driven by our financial guardrails around CPE. Within our Enterprise Group, revenue was roughly flat year-over-year. Sequentially, we saw a 3.3% increase in revenue compared to a decline of 1.2% last quarter. Sequential performance in the quarter benefited from good installs related to higher sales from earlier in the year.…

Thank you. [Operator Instructions]. Our first question comes from the line of Simon Flannery with Morgan Stanley. Please proceed. Your line is open.

Great, thank you very much. Good evening. If we can start with the dividend, I think you made very clear what the driving factors were. But perhaps just to address why now and what's changed because in previous calls you had been much firmer about being able to pay the dividend and keeping commitment to the dividend. So what were the factors that really made it time to do it at this point? And then, on the capital spending, you went through with some of the priorities. How should we think about this level as a longer-term trend? Is this the new normal or is this some projects that you really want to address in 2019 and then we might go back to a lower level going forward? Thank you.

Okay, so thanks, Simon, and I'll start with the first one and then address the second one between Neel and me.

Thanks.

I have said that I believe in our ability to drive free cash flow to attain a reasonable payout ratio that I didn't like the yield, the dividend yield that we were generating. If you look at the free cash flow necessary to do what we announced today you'll see I haven't changed my view on cash flow or the health of the business. We can always execute better but we are executing well and I haven't changed my view on how much free cash flow we'll generate. If you look at today's closing stock price, that's a yield of nearly 15%. I still don't think that that's appropriate. Our Board looked at our free cash flow projection and believe that cutting the dividend, investing in the growth of the company, paying down debt, and still returning more than a $1 billion a year to shareholders was a better path for the long-term value creation. Now, you could also say well why didn't you do it at the beginning when you first became the CEO. If I had done at the beginning when I first became CEO, you'd be asking why don't you take your time to evaluate it and look at it. We think we've been very measured. We think we've been very looking at the long-term value for shareholders and are focused on how do we generate the best return for those shareholders. And if implemented, this new allocation policy based on those priorities that we see. With respect to capital, I'll let Neel get into the details but we will continue to spend capital in the ways that we think we can to drive growth in our business, revenue growth, but EBITDA growth too. So at the end of next year when we look at 2020, if we see opportunities to continue at the same pace of capital investment or an accelerated pace of capital investment to drive growth in those things then we'll continue to do that. We think that's the best and highest use of our free cash flow. Neel?

Yes. So Simon keep in mind pro forma for both companies in 2017, we spent about $4.2 billion. In 2018, we spent $3.2 billion. We didn't really forego anything in 2018 but created a lot of headroom with efficiency initiatives in terms and also prioritizing where we invest. And so as we look into 2019, we feel that $3.5 billion to $3.8 billion is a good range for us not only to support customer deals but also do more of the things that Jeff highlighted in his script . We're doing more expansions in terms of metro markets internationally for example where -- for our Latin America business, we've kicked off a plan to build in Mexico. So there are a lot of things we're doing to kind of continue to improve our revenue and the EBITDA trajectory. So I think that's a good range for now, we'll have more to say about 2020 when we get there. But we'll be very success based about it.

Our next question comes from the line of Timothy Horan with Oppenheimer and Company. Please proceed. Your line is open.

Thanks guys. And I think it's a very smart move. It seems like you're going to have a lot more flexibility on improving the network and the balance sheet so good luck. But maybe just on the network. Can you maybe just talk a little bit more about what the network plans are. And do you have any kind of targeted range are you looking for like $0.20 of incremental revenue per dollar CapEx or $0.50 but maybe just a little bit more detail on what you're going to do with your fiber network and is there a way to integrate the networks a little bit more? Thanks.

Yes, thanks for the question, Tim. We're going to continue to expand our network as I said I believe that CenturyLink has one of the world's premier networks. You look at all the assets we put together, the fiber conduit infrastructure that we have, the distributed data centers and central offices and across the nation route, huts, and regional locations. If you look at our assets we've got one of the best. We can continue to make that deeper, closer to customers, add more buildings, and we'll do so. We can continue to upgrade technology to make sure that as we go into a building that we can serve a variety of services and if the customer calls us, it’s a matter of typing in commands to provision service as opposed to doing truck rolls and other things. And so we'll continue to expand not only the footprint of the network, not only to add new buildings, but the fundamental capabilities of the network. If you think about edge computing, we think we can get our customers computing resources very, very close to the edge of the network from a latency perspective by utilizing all of our facilities. So we'll look at the products and services and figure out continue to work on how do we integrate those services into our customers businesses. I mentioned that we're a technology company not a telecom company. Telecom companies sell circuits, technology companies interface our capabilities directly within the applications of our customers and we'll continue to invest to do those things.

Yes, and the other thing, just to add to Jeff’s comments, I think one of the things that Jeff highlighted is kind of our core infrastructure and the strength of our core infrastructure. And as we look at all the newer technologies coming down the pipe whether it's 5G, IoT, autonomous cars et cetera, et cetera I think we're positioned well and some of our capital allocation policies gives us the flexibility to invest. We're going to be very disciplined and success based about it but I think it positions us well.

Our next question comes from the line of Michael Rollins with Citi. Please proceed. Your line is open.

Hi, just a couple of questions. First, can you talk about the pace of cost cutting for the $800 million to $1 billion program you outlined, is that something that could be front-end loaded or back-end loaded? And then second have you thought more over the last month or so just in terms of longer-term is there an opportunity to separate the assets between maybe consumer and business or in some other fashion? Thanks.

So I will take the pace question. So I think for now, I think it's good to assume it's linear. We have lot more fidelity around year one and then we're working through plans on year two and year three. But keep in mind just like we did with the synergies, our objective is going to be to accelerate and we're going to want to accelerate as long as it doesn't impact customer experience. So it's not just about getting those savings but it's about transforming the customer experience and we want to do both.

And Mike I will maybe restate your question slightly but I think I got it right. Really you're asking are we willing to divest the consumer business or would we look at it. The answer is of course, in fact if you look at our data center sale a couple of years ago, you see we asked the same question about various parts of our business. So we are continually looking at the businesses we're in and saying what should we do with them, how should we operate them, how well are we executing. If you look at the consumer business it's only 25% of our revenue and we are clearly targeting enterprise customers for our growth and the fundamental part of our business. And so it always makes sense to look at it but we look at it through the lens of how do we generate the best return for shareholders. And in some cases, that's continued to operate those businesses; in some cases it might be to do something else. And that is the lens that we'll look at it through is how do we, we're not married to the business, we don't feel that we have to be in it. But how do we best return value to shareholders.

Our next question comes from the line of Philip Cusick with JPMorgan. Please proceed. Your line is open.

Hey guys, thanks. I'm trying to triangulate around your leverage target and cost cutting and what it looks like is you're forecasting EBITDA growth over the next few years to a decent extent. How should we think about that versus a revenue deceleration of declines or the potential to grow some of these businesses in the next couple of years? Thanks.

Yes. So I will let Neel answer most of this. But in my comments earlier, I talked about the revenue declines coming from wholesale. We talked about the revenue declines that we see from consumer. And so all of our plans, our deleveraging plans, our dividend plans, all of those things fully contemplate those declines. I'll let Neel talk about the cost savings that go with that. But from a revenue perspective, we fully bake those in.

Yes, so, Phil I think we've said it all along we're really about EBITDA growth. And our objective is to grow EBITDA over the long-term. Now there is a fair amount of headwinds that we have to work through in the near-term but we think we have the plan from a transformation perspective to do that. The other thing I would highlight for you is if you look at our new reporting structure and the business revenue of $4.3 billion. Consumer obviously will have declines from voice and video but our broadband business is doing fairly well. If you look at the business of $4.3 billion, like Jeff mentioned, wholesale as a business we manage for cash which is about a $1 billion of the $4.3 billion. So 75% of that business we expect to grow over time. Now there's going to be near-term headwinds that we'll work through, the things that we've talked about before but over time our objective is going to be to improve the trajectory of that business so combination of that in our cost transformation. Our objective is to continue to grow EBITDA.

Our next question comes from the line of Ana Goshko with Bank of America. Please proceed. Your line is open.

Hi. Thanks very much. A few questions. So on the leverage target the 2 in a quarter. I'm sorry 2.75 to 3.25. How did you come up with that as the appropriate range? Is that guided by a rating objective and is investment grade something that you are targeting?

No. So Ana, what we did was we looked at various different scenarios. We looked at our cost of capital and what we were comfortable with and we felt like a narrower range because we've been saying in the past that it's 3 to 4 and we want to get to the low-end of 3. But we just really wanted to underline the 3. So if you look at the 2.75 to 3.25, the midpoint is 3 and we want to put a defined timeline around it.

Okay. And then, secondly, Jeff, I think in the prepared remarks you said that the new target will allow the company to respond to market opportunities and wondering what that was a reference to, is that in reference to potential acquisitions. Is that something that how the lower leverage will allow you to be more responsive potentially to substantial acquisitions or stock buybacks? Are those potentially on the table before you hit your leverage target?

So over time, not anytime soon but over time when we reach that leverage then we think we will be in a better position. We think the stock will be higher, we think we'll have more cash and we think we'll have a better leverage ratio in that structure. So of course we're doing this so that we can be in a better position to do acquisitions. That's not somebody should think that we're going to go out and do an acquisition tomorrow. No, this is a three-year plan to improve the health of the company and to get us where we think we ought to be. And so we're -- I'm not talking about any anything anytime soon. With respect to buybacks, we believe our stock is well below its intrinsic value. And whenever you think that's the case then you certainly should consider a stock buyback and we did that and we'll continue to do that. But there's a lot of question out there whether buybacks create value for shareholders or not but what's not in question for us is certainty for us is that paying a dividend is a direct to near-term way to return value to shareholders. So you see us maintaining a dividend of more than a $1 billion a year, investing in revenue and EBITDA and ultimately free cash flow per share growth creates enormous shareholder value. And so you see us not only maintaining the capital investments from 2018 to 2019 but actually increasing those capital investments by some $500 million. And what's not in doubt for us is that reducing leverage creates a stronger healthier company and reduces the overhang that we see from the high leverage. And so I want to be very clear, right now, our focus is about investing to grow our business, reducing our debt, and returning more than a $1 billion to shareholders.

Okay thanks. And then, just finally quickly with this kind of windfall of cash now you can go shopping and buyback some of your debt. Is there any part of the structure that you will be targeting to reduce, is it focused on higher coupons potentially at the Qwest Corp level or where would you look to reduce the debt?

So obviously we want to reduce our net cash interest expenses. So we'll look at that but we also want to simplify the capital structure. And so, yes, we'll be opportunistic, we'll look at simplifying the capital structure and reducing our costs and also manage the maturity profile.

Our next question comes from the line of Batya Levi with UBS. Please proceed. Your line is open. Ms. Levi you might have us muted.

Well.

Okay, we'll move along. Our next question comes from the line of David Barden with Bank of America. Please proceed. Your line is open.

Hey guys, thanks for taking the question. I guess let me push back a little bit and say that I think that pretty much everyone that bought the stock from early December, when Neel was at a conference talking about a comfort level in the low 70s payout ratio range bought the stock because of the dividend. And now that you've cut the dividend, you're going to create an incremental billion dollars of cash flow per year, over a three-year timeframe that's $6 billion of cash flow but you only have $3.6 billion of debt over that timeframe maturing all of which trades above par, all of which has a yield that's several 100 basis points below where the new equity yield is going to be. So what is the reason that how do you create value for your equity holders by kind of creating incremental cash flow for which there doesn't really seem to be a lot of immediate uses that are higher and better than returning it to the shareholders either through maintaining the dividend or via a stock buyback program? And the second question is, Jeff, you said that one of the things that informed this decision was that you thought the yield was too high. Obviously, one of the reasons why the yield was so high was the stock had come down because of the stories that came out from soon at leaving, the revenue miss, body language at the conference at the beginning of the year, and really the rumor that the dividend was going to get cut. So the rumor that the dividend was going to get cut informed why the yield is so high. And if you just pay the dividend then the stock would have gone up again. So could you kind of walk me through those two things for people who own the stock for yield? Thanks.

Yes, so let me take the second one first. First of all I did not say that the yield being high informed the decision. I said I was talking about the comments, I'd made before and I have said repeatedly that I thought the yield was too high. But I did not say that I had informed the decision. What informed the decision is the belief that we need to de-lever and that we want to make sure that we continue to move down to lower leverage ratio and that we want to continue to invest in the business and to make sure that we are growing EBITDA and growing revenue where we invest. And so those things plus we wanted to continue to return capital on a near-term basis to shareholders. So first of all the dividend yield being high isn't something that was informing the decision that the decision was informed by fundamental business things that we look at but it is a comment that I've made before and I was just reiterating that comment. Neel, do you want to take the second, the first part of it?

Yes. So I think if you look at our free cash flow guidance, the old dividend would have been in the 70s. So nothing's changed from a supportability standpoint but we did a holistic assessment of our business and how we want to invest and our leverage and what we thought was appropriate for our dividend. So it's part of an overall business plan for the next three years and we think it's you can debate it. But we think it's a better path to creating more value for long-term shareholders and that's our view.

Sorry. Let me just, could I just follow-up on that. But what happens to the difference between the $6 billion of cash flow that you're going to generate and the $3.6 billion of debt that matures and everything's trading above par, so doesn't really make sense to pay it down early. Where does that money go and how does that money which is not being spent on CapEx and is not being spent on debt repurchase and is not being put to work for the equity holder. Where does that money create value for the equity holder at the margin?

Well that's our view is paying down about a couple billion of long-term obligations per year over the next three years makes sense. But you have a different view.

And we can work with you offline, David.

Okay.

To sit down and walk through some of those things and where we -- but we think that there are good places to put that money to use to the benefit of the shareholders in reducing the debt.

Our next question comes from the line of Nick Del Deo with MoffettNathanson. Please proceed. Your line is open.

Hi. Thanks for taking my question. First, I've got a bit of a nuance question regarding the planned cost cuts. There's some level of ongoing cost cut that you can wring out of the business year in, year out. So when you think about the $800 million to $1 billion in synergies and transformation benefits you laid out, should we think of those as above and beyond "normal" cost cuts or inclusive of them?

I don't know how to separate them. So you should think of those as kind of an inclusive number over the next few years.

Okay, okay that's helpful. And then, Jeff, on the M&A front, to the extent that that's more feasible given the capital allocation changes you're making can you just refresh us on the strategic and financial lenses or filters you use to evaluate deals?

Yes, I'll be happy to bet I want to re-emphasize that I don't see any major M&A in the foreseeable future. I mean we're focused on executing on the integration of Level 3. We believe we have the greatest assets in the world and we want to make sure that we fully take those to the market and leverage those to win the business. And so right now we are focused on executing. However just from a generic M&A standpoint, we look at capabilities that we lack and are there product capabilities out there or talent capabilities are there things that we need to help us go where our customers are going. And I've mentioned this already but a technology company has to integrate our capabilities into the systems and capabilities of our customers. We don't want them to pick up the phone and call us to order a new circuit. We want their system to recognize that they've got the capacity constraint and to augment the capacity by interfacing directly with our systems. And so we will look at the things that we lack in delivering those types of capabilities. If you look at like long haul assets, there's nothing out there that I have any interest in or that we should have any interest in. There's nobody out there that has anything near the quality of us. If you look at Metro assets, there are small things here and there as it might make sense. But again I'm trying to be full in the answer. We are not actively looking at doing any major M&A. It'll be stuff around the edges and capabilities that we really want to augment.

Our next question comes from --

We're coming up on the end of the hour -- we're coming up on the end of the hour but I think we have two more questions. Okay, go ahead, operator.

Thank you. Our next question comes from the line of Frank Louthan with Raymond James. Please proceed. Your line is open.

Great. Thank you very much. Can you give us an idea of where you are on the cumulative 50% change of control and are you close to that? Is that part of the reason for the rights plan? And I have got a follow-up.

Yes, it's probably best for us to research the exact numbers and get with you separately. But yes we're close to it. Otherwise, we wouldn't be doing this. And we do think that that is a real issue and we think those NOLs are extraordinarily valuable to us and we want to make sure that they -- and valuable to our shareholders. But we want to make sure that we do what we can to protect them. Yes, we are close.

Okay, great. Thank you. And to your commentary earlier about Dark Fiber how should we think about that? How large of a business is that in terms of percentage of revenue and so forth. And when you say you're looking and tend to be in that businesses, what should we expect that to grow that could be a major focus for you as some of the reinvesting capital?

Yes, I will let Neel get to growth rates or not. The -- if you look at Dark Fiber, it's a relatively small piece of our business but our revenue is very, very large. If you look at Dark Fiber deals that are won, we're a much bigger portion of that than you would hear from the way that we talk about Dark Fiber. The Dark Fiber though is a fundamental asset for all of our products and services and so our fiber network is extraordinarily good, extraordinarily capable, and we intend to continue to leverage that. We don't generally break out Dark Fiber all the way down to that level just because our revenues are so big and we provide so many different types of networking services. But I do want people to know that's a fundamental part of our business. We do tend to focus on the big deals, people that need the scope and scalability of our network but that we also very regularly sell Dark Fiber to enterprises in a particular market or in a particular geography or region.

Yes. We don't break out the specific numbers but what I would tell you it grew nicely this year in 2018 and it has been growing for a couple of years.

And our final question comes from the line of Matthew Niknam with Deutsche Bank. Please proceed. Your line is open.

Thank you. And thanks for getting to me, the last question. Just a quick one on the enterprise market. Can you talk about the latest you're seeing competitively there? And then have you seen any change in customer behavior from a macro perspective exiting 4Q into early this year. Thanks.

Yes, from a competitive standpoint, I mean we're constantly looking at the competition. We think we have great assets. We think we have great products. We're continually evaluating our products and expanding them. I mentioned some of the product development work we're working on and so we think that the competition is consistent with what it's been. We think our products are improving and so we ought to get a leg up on some of the competitors out there. From a macro environment, we still believe that our execution is more important in the macro environment. However the macro environment does extend sales cycles at times, it does -- the government shutdown does affect us and certainly on our sales and certainly on our business and so we do see effects of the macro environment but when we step back and we look at the fundamental drivers of our business, none of those fundamental drivers change because of macro economics. Our customers need more and more capacity. Our customers need that capacity at more and more locations. Our customers need to sell a variety of network challenges not just Dark Fiber, not just SD-WAN, but a variety of things in the middle and then we bring that portfolio to them. Our customers need to reduce costs. They need to transition off legacy services, all of the trends that drive customers to buy services from CenturyLink we see continuing. And so the macro environment can slow things from one quarter to another, it can certainly make things lumpy but it doesn't change the fundamental demand for our products and services. And then I believe if it doesn't change the fundamental demand for the products and services it’s up to us to execute and it’s that kind of what we see. And thank you Matt for being the final question of the day.

Thanks Jeff.

Sure. Just before we conclude the call, I'd like to wrap up with a few key points. At the beginning of the year, we said what we would do in 2018; we did better than we said we would. We're all -- we are well on our way to integrating the Level 3 acquisition and it found additional synergy opportunities. We've also identified a number of transformation initiatives to allow us to improve our customer and employee experience. And we expect between those synergies and the transformation initiatives to generate somewhere between $800 million and $1 billion in run rate savings over the next three years. We're aligning our capital allocation to drive shareholder value by investing in enterprise revenue and EBITDA growth and de-levering the balance sheet. We're excited about the opportunities ahead and the transformation of CenturyLink to come. And as always, our guiding principle is generating free cash flow per share. I want to thank all of you for joining today's call and for your continued support of CenturyLink. Operator that concludes the call.

Thank you, Jeff. We would like to thank everyone for your participation and for using CenturyLink conferencing service today. This does conclude the conference call. We ask that you please disconnect your lines. Have a great day everyone.