Kurt Fawkes – SVP, IR Ed Mueller – Chairman and CEO Teresa Taylor – COO Joe Euteneuer – EVP and CFO

Mike McCormack – J.P. Morgan John Hodulik – UBS Michael Rollins – Citigroup Simon Flannery – Morgan Stanley David Barden – Merrill Lynch Jason Armstrong – Goldman Sachs Tim Horan – Oppenheimer Frank Louthan – Raymond James Peter Rhamey – BMO Capital Markets Todd Rethemeier – Hudson Square Chris Larsen – Piper Jaffray

Good morning. My name is Kevin, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Qwest conference call. All lines have been placed on mute to prevent background noise. After the speakers' remarks, there will be a question-and-answer session. (Operator instructions) Mr. Fawkes, you may begin your conference call.

Okay. Thank you, Kevin. Good morning. Welcome, everyone, to Qwest third quarter 2009 earnings conference call. Today I'm joined by Ed Mueller, our Chairman and CEO; Teresa Taylor, our COO; and, Joe Euteneuer, our CFO. We will begin today's call with a few comments on the quarter from Ed, followed by a review of segment results from Teresa. Joe will conclude our prepared remarks with the discussion of our consolidated results and then open it up to your questions. As we begin our call, let me point you to slide three and remind everyone that today's discussion contains forward-looking statements. These statements are subject to significant risk and uncertainties. These risks and uncertainties are discussed in detail in our periodic filings with the SEC. And I strongly encourage you to thoroughly review them. Additionally, we do not adopt analyst estimates nor do we necessarily commit to updating forward-looking statements that we are making here. Also, let me mention that in order to supplement the reporting of our consolidated financial information, we will discuss certain non-GAAP financial measures, including adjusted EBITDA, adjusted free cash flow, and net debt. A full reconciliation of these measures is available on our Web site. Moving on to slide four, earnings per share for the quarter was $0.08, which was equal to our reported EPS in the third quarter of 2008. Third quarter earnings include a $0.01 charge for litigation and severance costs. The year-ago period included a $0.01 charge for severance. Our reported year-to-date earnings per share for 2009 is $0.32. This includes a net benefit of $0.02 per share from a combination of severance, litigation, and income tax settlements. So reported earnings less the adjustments is $0.30. Through the third quarter of 2008, reported earnings with adjustments was also $0.30. Beyond these adjustments, throughout 2009, our reported earnings have been impacted by dilution from incremental non-cash pension and OPEB expense. In the current quarter, this dilution was $0.02 per share, and the year-to-date impact is $0.06. Now with that, I'm going to turn it over to Ed.

Thanks, Kurt. Good morning, everyone. And thank you for joining us today. I'd like to begin by saying we're very pleased with our financial performance in the quarter. Under challenging economic conditions and competitive pressures, we delivered solid adjusted EBITDA and adjusted free cash flow. I think it's particularly noteworthy that we held adjusted EBITDA flat with the year-ago period despite 5% dilution from incremental pension and OPEB expenses. In the quarter, solid growth from the strategic revenue and strong cost management sustained profitability as we continued to transition away from a legacy revenue base. As has been our practice, cost reductions were again broad-based across the organization, which helped offset seasonal expenses. Our bottom line performance succeeded our expectations for the quarter, and we feel good about the outlook for the balance of the year. Additionally, we continue to strengthen the balance sheet, and we once again accessed the credit markets at favorable rates. Turning to the longer term view, we continue to pass milestones on our strategic initiatives, which are focused on creating profitable growth opportunities. Through our partnerships with DIRECTV and Verizon Wireless, we once again reported subscriber growth in both video and wireless. At the end of this week, we'll be shutting down the wireless MVNO and completing the transition to the reseller model. Broadband investment was center stage in the quarter with our announcement on our fiber to the cell site product launch. We also formalized plans to upgrade backbone capacities to 100 gigabit speeds. And we continue to deploy fiber to the node across our residential footprint. Earlier this month, we reached the three million homes pass mark with our fiber to the node plans. These efforts are designed to meet our customers' needs today, while ensuring we have the infrastructure to deliver products and services that will provide value in the future. Finally, we remained committed to our balanced approached to investments and returns. Lastly, Qwest Board of Directors declared the fourth quarter dividend of $0.08 per share. For all of 2009, our shareholder returns in the form of cash dividends will exceed $500 million. To sum up, we had a solid quarter at nearly level of the company. The Qwest team's ability to deliver these results in tough markets has really been quite remarkable through 2009. For sure, much of our success in 2009 has been due to outstanding cost management. However, you should rest assured we are mindful that changing our trajectory on revenue is essential to creating shareholder value over the long run, and we are diligently pursuing these opportunities. I look forward to updating you on efforts on future calls. Now I'll hand it off to Teresa, who will discuss our operational achievements in the quarter. Teresa?

Thanks, Ed. Good morning, everyone. Because this is my first quarterly call as COO, I want to begin by saying I look forward to personally meeting all of you in the months ahead. I also want you to know that one of my key objectives is to maintain Qwest's reputation for transparency in discussing our results as well as the opportunities and challenges ahead. In the third quarter, we maintained solid operating momentum. Strong demands for key products continued, including 36% growth in enterprise IP services and significant increase in take rates for higher speed consumer broadband services. We remained disciplined on expense by actively managing our resources to reflect market conditions. This produced solid bottom line results. In light of revenue pressures, both by design and due to market conditions, I am pleased with our profitability performance. On slide eight, we outlined business market performance. Results reflect our continued success with efforts to grow strategic revenue. We accomplished this by transitioning customers from legacy services and penetrating new accounts. In the quarter, business markets revenue were relatively flat, but once again outpaced the industry. Total revenue for the quarter was $1 billion, up 1% sequentially, and down 1% year-over-year. Due to the strong demand for IP services, strategic revenue was up 11% year-over-year. Customer transitions to next generation services impacted legacy revenue, which declined 9%, compared to last year on lower voice, frame relay, and ATM revenue. We did see sequential volume growth in data integration services during the third quarter, but still below 2008 levels by 3%. Business markets segment income of $409 million was flat to the second quarter, but increased an impressive 11% or $40 million from the third quarter of 2008. Segment margin for the quarter was 39.6%. This was down slightly from the second quarter, but up 430 basis points year-over-year on the success of expense initiative. Our strong results in the business markets segment relative to our peers has been due to a diverse customer portfolio, unique customer support, and a strong mix of data and IP services. We augmented our investments in data services during the quarter to continue our success in this area. These investments include the launch of nationwide zip trunking and the opening of our sixteenth hosting CyberCenter. Now, I'll turn to mass markets on slide nine. Our migration to a new wireless model and access line trends continued to be reflected in the mass markets top line. However, strong expense controls and scaling high-speed internet services continued to sustain margins. Total reported segment revenue for the quarter was $1.2 billion, excluding wireless revenue, decreased 8% from a year ago. Strategic revenues increased 3% compared to last year, while legacy services declined 12%. Despite the revenue pressures, mass markets segment income remained even with the third quarter of 2008. Segment expenses declined approximately $200 million, compared to the year-ago period. Segment margin was 54.9%, up 40 basis points sequentially and 760 basis points year-over-year. These results are another demonstration of our ability to match resources with market conditions. Our third quarter key subscriber results are contained on slide ten. Once again, consumer access line losses improved modestly on an absolute basis as customer disconnects improves 14% from a year ago. Overall, primary consumer access lines were $5.4 million for the quarter, an annual decrease of 12%. We have seen a slowdown and losses to cable providers as we begin to approach a more competitive balance. However, wireless substitution continues to have a significant impact. High-speed internet demand remained stable in the quarter. And we continue to see growth in our fiber to the node footprint. Out total high-speed internet subscribers at the end of the quarter were just under three million, an increase of 28,000 in the period. In the quarter, we had 71,000 net fiber to the node additions. Higher speed adoption also improved within the fiber footprint. We’re more than 70% of new subscribers selected speed of seven megabits or higher. In the quarter, we added 15,000 net DIRECTV subscribers. These additions were partially offset by the elimination of 6,000 legacy Qwest video customers. Within our wireless operations, we made strong progress in completing the transition to our new reseller business model. The subscriber base expanded to 786,000 for the quarter, up 23,000 for the second quarter. At the end of the period, we had 89,000 customers remaining on the wireless MVNO platform. Growth in Verizon Wireless base was due to migration of MVNO customers, bundling by existing Verizon Wireless customers, and new customer acquisition. Higher speeds and better long distance performance have helped to seeing growth in consumer ARPU, offsetting some of the impacts from lower customer volumes. Finally, we continue to move the organization closer to the customer. Additional regionalization moves provide greater responsive to local market conditions, reduced layers of overhead as well as the associate expenses, and improved our ability to engage customers market by market. Our wholesale results are summarized on slide 11. Sequential revenue trends improved from those in the second quarter, and we held segment income flat sequentially and year-over-year. Total revenue for the quarter was $700 million, a decline of 2% sequentially and 14%, compared to the year earlier quarter. Strategic revenue held flat in the second quarter, but declined 2% from the prior year due to continued peer-grooming efforts. Legacy revenue was down 3% sequentially and 22% year-over-year. This was mainly due to pricing measures we proactively implemented to improve our long distance profitability, and of course, generally lower demand for voice services across the industry. Segment income for the quarter was $459 million. Segment margin was 65.6%, up150 basis points sequentially and 920 basis points year-over-year. During the quarter, we began to invest in fiber to the cell site infrastructure. One large wireless carrier has begun implementation, and we are in discussions with several others. We are pursuing this opportunity with the same disciplined capital evaluation process we have used on all other success based investments. We believe we are well positioned to benefit in the space due a strong tract record of excellent network performance reached and product capabilities. This investment provides an avenue for strategic revenue growth, while protecting existing backhaul services. At this point, it’s too early to accurately size the long term contribution from fiber to the cell, but we expect that it has a potential to offset a substantial amount of existing pressure to the wholesale top line. In closing, the third quarter was yet another example of our success in executing on profitability initiatives, driving expenses out of the legacy business, and growing strategic revenue, all while continuing to pursue growth through disciplined investments. I am confident that we have ample opportunity to maintain progress across all these fronts moving forward. Now, I’ll turn it over to Joe.

Thanks, Teresa. Good morning, everyone, and thank you for joining us on the call. Now that Teresa has walked you through the segment details, let me start by start by touching on a couple of key consolidated results on the income statement shown on slide 13. For the quarter, Qwest reported a better than expected bottom line, growth and strategic revenue, favorable operating conditions, timing on initiatives, and overall strong expense management were all key contributors. Efficient network operations aided by a milder weather that led to lower overtime muted the seasonal increase in spend we would normally see in the third quarter. We also benefited from lower compensation costs, improved bad debt expense, and lower marketing spend. Some of the lower spending in the third quarter reflects deferrals of expenses until the fourth quarter. As a result of these deferrals, we do not expect to see the typical fall off in the fourth quarter of expenses that we have reported in the past. On a consolidated basis, strategic services revenue improved 1% sequentially and 5% annually. Improvement in our revenue mix with strategic services, now accounting for 34% of total revenue versus 30% a year ago, is reflective of our progress on shifting to a broadband foundation. This shift is in part due to proactive measures we have taken to promote and bundle broadband products in order to move customers to current generation platforms and improve profitability while we work slow the decline in legacy services revenue. Total operating expenses declined by 1%, compared to the second quarter, and 12% over last year. Our expense reductions to date were broad-based, with most categories of operating cost contributing. The exception was G&A, which was up slightly, compared to the second quarter, and up 15% annually. This was due to the incremental pension and OPEB and one-time litigation expenses in the current quarter, and a one-time lease termination benefit in the year-ago period. G&A costs would have been down 5% without these effects. The overall lower operating cost in the quarter are a result of the team effort to increase operating efficiency and reduce the rates we pay for goods and services. For the quarter, adjusted EBITDA was $1.09 billion. This was equal to the second quarter, and up $10 million from last year. Year-to-date, adjusted EBITDA is $3.3 billion, down just 1% from the year-to-date third quarter 2008 results. Normalizing for non-cash incremental pension and OPEB costs, adjusted EBITDA is up 6%, compared to the third quarter of last year. Moving on to slide 14, we continue to strengthen the balance sheet in the quarter. In September, we issued $550 million of six-year debt at the unregulated parent level with the coupon of 8%. This action improves our position to adjust our convertible debt that potentially comes due in November of 2010. In the third quarter, cash and cash equivalents increased to $2.1 billion. As a result of strong free cash flows, net debt improved by $266 million to just over $12 billion. At the end of the quarter, net debt to annualized adjusted EBITDA was at 2.7 times, a significant improvement from the year-ago period. Details on adjusted free cash flow and capital expenditures are shown on slide 15. In the quarter, we continued to do a good job in managing both receivables and payables, especially given the state of the economy. Our collections staff has done an outstanding job all year for us. Bad debt was 0.9% of revenue in the quarter and 1.2% year-to-date. This compares to 1.6% of revenue in the third quarter of last year, and 1.2% for the year-to-date period in 2008. Adjusted free cash flow for the quarter was $428 million, up $98 million from the third quarter of last year. Strong EBITDA, lower capital expenditures, and working capital contributions drove these results. Year-to-date, we have generated over $1.4 billion in adjusted free cash flow. Capital expenditures were $341 million in the quarter, which was consistent with the second quarter levels, and down from last year. There are two principal factors of working capital results. First, customer demand has paced behind the forecast levels in large part due to a softer economy. This has affected both success-based projects as well as network infrastructure needs. Network traffic growth was moderated from its previous pace, and the housing sector remains depressed. Second, just as we have relentlessly focused on operational efficiencies, we have done the same for our capital spend. Efforts from our purchasing, engineering, operations, and finance groups have produced vendor savings, improved inventory levels, and lower capital unit cost. Before I address guidance, I would like to take a minute and elaborate on our pension status and give an update on cash taxes. As we have indicated previously, we will not be making any cash pension contributions in 2009. We also now expect that we will not be required to make any cash pension contributions to the pension plan in 2010. These updates our previous view, which called for a range of $0 million to $300 million of cash funding. The clarity allowing cash funding requirements in 2010 is mainly due to updated rules surrounding the selection of applicable discount rates. Knowing that we do not have cash funding requirements in 2009 and 2010, we currently believe that our cash pension funding requirements for 2011 could be in the range of $0 million to $300 million. This amount will be subject to performance of the planned assets and additional rule changes among other factors. On the subject of cash taxes, our available NOLs continue to limit Federal cash tax payments to the alternative minimum tax, or about 2%. We currently expect this will be the case for at least the next five years. Now, I would like to close up my remarks with the discussion of our guidance on slide 16. We continue to see a stable outlook for business market revenue. Wholesale revenue is likely to continue to report moderating sequential declines as market revenue in the short run will continue to follow access line trends, partially offset by increased ARPU from bundled services. Due to the stronger than expected performance in the third quarter, we now expect adjusted EBITDA to be in the upper end of our prior range of $4.25 billion to $4.4 billion. The outlook for capital investment has been reduced to approximately $1.6 billion or less from our previously reported $1.7 billion or less. We currently anticipate using lease financing for up to $100 million of this amount. As a result of our anticipated EBITDA results to be on the high end of our range and lower CapEx as a result of efficiency and demand, we are raising our guidance for adjusted free cash flow for the year to a range of $1.6 billion to $1.7 billion from our previously reported $1.5 to $1.6 billion. In closing, throughout 2009 the Qwest team has consistently demonstrated its ability to drive productivity and efficiency to maintain EBITDA and maintain free cash flow despite revenue pressures. This success has been achieved against the backdrop of rising unemployment rates, continued business bankruptcies, growing competition from wireless, more aggressive promotions from cable carriers, and low levels of business investment. I am very proud of the job we have done under these circumstances. We have the good fortune to be closing out 2009 with good momentum across all of our business segments, which is largely the result of good revenue mix and solid cost control. As Ed said, we are mindful that changing the revenue trajectory will also be vital to creating shareholder value over the long run. And as you also noted, we are diligently pursuing those opportunities that will initially lower the rate of revenue loss and eventually lead to revenue growth. Assuming the recent signs of an improving economy are sustained, continued expansion of our product capabilities and our enhanced go-to-market strategies should produce an improving return on investments we are making in the business. As a result, I am optimistic about our prospects in the quarters ahead. With that, let me turn it back over to the operator and we’ll open the lines to Q&A. Thank you.

(Operator instructions) Our first question comes from Mike McCormack, J.P. Morgan. Mike McCormack – J.P. Morgan: Hey, guys. Thanks. Just looking, Joe, at some of the sequential revenue changes in both business and wholesale, it looks like you’ve got an improving trend at least sequentially. Is there some seasonality there or you’re actually seeing better decision making, quicker decision making and some grass roots improvement there? And then secondly, moving toward the 12% CapEx to revenue run rate this year, is that something we can expect going forward as well? Thanks.

Let me have Teresa answer the first question for you. And then I’ll come back on the second one.

Okay. Thanks, Mike. As far as the activity in BMG and wholesale, I would say, yes. We are seeing some quicker decision making, and we’re seeing some activities that’s helping us pull that revenue up.

In regards to the capital, Mike, I think the way to look at it is look at our overall capital spend on an annual basis as a percent of revenue. If you look historically, we’ve been staying in that 12% to 14% range. And as we have been demonstrating, a very balanced approach to how we’ve been executing. And I think we’ll continue to do that on a going forward basis. Mike McCormack – J.P. Morgan: So Joe, how variable would that be based on access line trends that we do start to see slackening of the competitive forces there? Would that have a direct impact or is it more related to business and wholesale changes?

I would say it’s more related to business and wholesale changes. Mike McCormack – J.P. Morgan: Okay. Great. Thanks, guys.

You're welcome.

Our next question comes from John Hodulik with UBS. John Hodulik – UBS: Okay. Good morning. So you guys got a – it looks like about a 9% dividend yield, and given the new outlook for cash, it looks like a free cash flow yield of over 20%. It seems like you’ve got a lot – and you’re stockpiling cash on the balance sheet, it looks like over $2 billion. So what are the – what's the outlook for accelerating the return of cash, especially through buyback, which would seem to, given the yield on the stock, make a lot of sense compared to where your – what your bonds are yielding? And then second of all, any other thoughts on additional refinancing moves? You’ve got that – convert that people are focused on in 2010. Now would be – seem to be an advantageous time to take care of that. Any thoughts there?

Sure. I think I can answer both questions with one answer. So the cash we have been accumulating from the financings back in April and the one we just did a month ago, are all in positioning ourselves to get ready for the debt coming due in at 90-day periods starting November 15, 2010. And yes, we do agree with you that the markets have been very favorable, and we have been opportunistically accessing as we did back in September. And we look forward for the next opportunity to jump in to finish the cash requirement needs to take care of the towers coming due. John Hodulik – UBS: Any target leverage ratio as this starts to come down? Do you feel comfortable below two and half times or is there target we should think of?

Yes. We’ve always thought about getting to the investment grade level over time. And once you clear the first quarter of 2011 – I mean, if you remember between November 15th, 2010 and February 2011, you got $2.6 billion of debt coming due. And when you clear that, you’re leverage ratio continues to go down. And if you can get in a range between 22 and 25, I think we’re in pretty good shape. John Hodulik – UBS: And then maybe we can talk about buybacks at that point?

And then we can talk about all kinds of things. John Hodulik – UBS: Okay. That right. Thanks, Joe.

The next question comes from Michael Rollins with Citigroup. Michael Rollins – Citigroup: Hi, good morning. I'm just curious about more on the cost cutting side. So for the last few quarters on a cash basis, if you take pension out of the equation, you described the ability to keep EBITDA flat or slightly better despite some significant erosion on the revenue side. And if you can help us on a go forward basis with maybe some more specifics on some of the activities that you’re doing to drive costs down further. And how would you rate the prospect of keeping cash flat for an extended period of time based on that cost cutting? Thanks.

Sure. Why don't I let Teresa grab that one.

Okay, Mike. Thank you. As you noted, we’ve been doing a really good job of matching the revenue decline to the expense decline. And that’s really about matching our market conditions to our cost. So I think we’ve done an excellent job of looking across the company, all different departments, so whether it be purchasing, operations, call centers, sales forces, marketing, and matching those expense items to the revenue that we have coming in. So we are confident that we could continue to keep that match going. Michael Rollins – Citigroup: And are there specific activities that you could describe, whether it’s the consolidation of certain functions, whether it’s just simply more automation and reducing headcount? Can you give us some activities and size of impact that those activities could drive?

Absolutely, Mike. It’s all of the above. I mean, quite honestly, it's every single nickel and dime in the company, and every single department participates in this activity. So there really isn't one item that has a big dollar associated with it. It's the discipline of understanding what customer activity we have and matching the expenses to that. Michael Rollins – Citigroup: Thank you.

You're welcome.

Our next question comes from Simon Flannery of Morgan Stanley. Simon Flannery – Morgan Stanley: Okay. Thanks very much. We've got a lot of action in Washington right now. Ed, I was just wondering if you could just talk about some of the initiatives, special access, net neutrality, broadband, and what you see as a Qwest positioning relative to those. What we should be concerned about? What we shouldn't be concerned about? And then also, if you could just go through the MVNO termination. I think you said you got 89,000 customers left. I think you sent letters to the customers, but what exactly happens at the end of the month if people haven't switched to Verizon? And how's that going to be handled? Thanks.

Okay. Ed, will take the first one, and Teresa will grab the second one for you, Simon.

Good morning, Simon. On Washington's front, the net neutrality is obviously getting a lot of, I guess, present emotion around it. And I think that will work out. I don't think that's a concern for Qwest. We carried the traffic. I believe the rules will eventually be adequate to do what we need to do. On the access, we play, obviously, on both sides of this, and we'll watch that special as well as switch – I think, special probably will be under some consideration. At this point, I'm not alarmed at all about that. I also think that we will benefit from USF changes. It's yet to be determined, but USF funding, as we get it because it's statewide, we don't get the advantage of exchanges. It's our opinion they'll be a push toward exchange-by-exchange, which will help us, that will be a net benefit for us. So all in all, I would say, for financial reasons, it's neutral at this point. And as we get more clarity, we'll update it. Simon Flannery – Morgan Stanley: Thank you.

And Simon, I'll take care of the wireless question. So as you point out, we're down to the final hours technically here. And we have done a lot of communication with our customers, from calling them, to sending them letters, to intercepting their calls so that they know. And we're down to the final numbers here, and we are turning them off this weekend. Simon Flannery – Morgan Stanley: Okay. So your expectation is most of these aren't going to switch to Verizon at this point?

No. Actually, we saw a nice lift. That's what you saw a little bit in the quarter, and particularly in this last month. It's a nice lift coming in from those customers switching to Verizon and bundling with our additional services. So we're happy with the results. Actually, the numbers are ahead. It was what we had forecasted to be today. So we're very happy with how that's gone. It's gone very smoothly. Simon Flannery – Morgan Stanley: Great. Thank you.

You're welcome.

Our next question comes from David Barden with Merrill Lynch. David Barden – Merrill Lynch: Hi, guys. Thanks for taking the question. Joe, could you size the cost deferral from 3Q into 4Q, and maybe just a little bit more color around your comments that you're not going to see the typical step down in expenses in 4Q. Is that to say that we should look for something similar margin-wise 4Q versus 3Q? And then just on the cash and CapEx question, obviously, we are running ahead on the cash relative because we're running behind on CapEx this year. It sounds like there's a continued interest in the fiber to the node strategy, the fiber to the cell site is getting off the ground. Obviously, de-leveraging the part of this puzzle. But credit markets are out there all time tights again. Is there a desire to maybe redirect some of that cash, if not to buybacks to the capital side of the equation to try to influence the top line? Thanks.

Sure. On the first one, the deferrals are roughly in around the $10 million to $20 million range. So I think that'll impact the fourth quarter. And so therefore, we have a little added expense in what we typically would in the fourth quarter. And in regards to the fiber to the node, why don't I have Teresa answer that one for you?

Right. Thanks, David. We are continuing to invest in all of our fiber initiatives. So fiber to the node, fiber to the cell as well as our ongoing business markets fiber that we do have a normal course of business. So that investment has not declined at all. And we're getting good progress from that. In fact, obviously, the fiber to the cell, we're investing more. And that's a good (inaudible). David Barden – Merrill Lynch: I guess more specifically, we did see some press out of Qwest regarding capital expenditure expectations for next year with the excess cash available to you. And there doesn't seem to be a crying need to go into the debt markets urgently, and you don't seem to be interested in stock buybacks. So does that cash potentially get reinvested in the CapEx line in 2010?

Yes. I think in regards to the press you saw, that was probably a correction that we said we maybe got a little bit of out ahead of our skis. We're just in the process of finishing the budgeting process and our strategy for 2010 and beyond. And so, once we get our year-end results, we'll come and talk to you about what our investment will be and what our use of cash will be. But obviously, we are confident with the results we have in getting on fiber to the node, and now with the potential for the continued deployment of fiber to the cell. So those are all great strategic uses of our cash to continue to invest in the business to slow the rate of loss on revenues to ultimately turn it to a growth data. David Barden – Merrill Lynch: All right, guys. Thanks.

Our next question comes from Jason Armstrong, Goldman Sachs. Jason Armstrong – Goldman Sachs: Hey, thanks. Good morning. A couple of questions, maybe on wholesale, you sort of have a couple of different moving parts there cycling out some of the lower margin business. Can you just talk us through what you think the underlying pace of the business is if you 'x' out some of the lower margins stuff that you've been cycling through. It is obviously important as you get through that rotation. And maybe just a second question, you mentioned the cable impact lower on the consumer side. Can you help us think through what the SME prime rates look like in relation to cable competition? Thanks.

Right. Good morning, Jason. This is Teresa. As far as wholesale, our focus has been and will continue to be on segment income. So our challenge there is once you push out some low margin products and bring back in, some high-margin cost, which fibers to the cell is one of those. Fibers to the cell is a very rich margin for us. And so as we move forward, we'll continue to hold that segment income and replace legacy revenue with strategic revenue. As far as small business, I think that your question was around cable. I would have to say it looks the same as it has. So on our small business side, the pressure points have been the economy. We've had, as you expect, a number of small business bankruptcies there. And while the competition has been fierce, it always has been, and it continues to be in that space. So no significant change from the cable companies in the quarter based on small business. Jason Armstrong – Goldman Sachs: And Teresa, as you look at the wholesale base, and you still have $400 million that's legacy quarterly revenue exposure. There is the message that that's still low margin business at the risk or what's really the message?

No. I would say that we still – we pushed a lot of it out. So we're now stabilizing it, and like I said, supplementing that revenue with some new revenue streams. Jason Armstrong – Goldman Sachs: Okay. Thanks.

You're welcome.

Our next question comes from Tim Horan with Oppenheimer. Tim Horan – Oppenheimer: Good morning. Thanks, guys, a couple of questions. Joe, do you think this is the worst of the revenue decline, some things are (inaudible)? But I guess, you're implying that you think you can keep EBITDA margins maybe relatively flat going forward. But just to go back to what Mike was talking about on the expense decline, I would assume 60% to 70% of your expenses are employee related. And we're not really seeing – I don't think the headcount decline all that dramatically, but the revenue is declining at this rate. I know there are some other expenses. But can you just give some little bit more comfort on what you can do to really reduce expenses. I know you're working a lot of different things, but–

Sure. Tim Horan – Oppenheimer: –we're looking for a little bit more specifics on so we can get some clarity.

Yes. Tim Horan – Oppenheimer: Thanks.

That's fine. So I think on the expense decline, you should know we have multiple things going on, both on an operating and capital standpoint. So we've done – we accessed all of our contracts. We know all of their maturity dates, and we have conscious activity going on to renegotiate contracts to lower rates. In addition, we're putting things out for bid. We are working with our partners to figure out how we can increase our efficiency, so you're getting a double hit. One, you're getting reductions of rates to renegotiations and cost down efforts. And two, you're building efficiencies because you're working with our partners to try to increase the efficiency of the operations. And as Teresa says, we continue to balance our workforce to our workload, including things like on our IT basis. Obviously, our IT group is barely sizeable, and we have moved a number of those jobs offshore. So there's been a combination of things going on as we address every line item of our expenses to try to reduce our costs while we work diligently to start reducing the rate of loss in revenues so that we ultimately can turn it into a growth pattern. And so, it is the worst of the revenue loss done. I think you got to look at it by business segment. Our BMG group continues to do very well and grow their recurring revenue line. Rolling in wholesale continues to finish up the grooming impacts from AT&T as it eliminates – it integrates its BellSouth portion. And then, what you see happening in mass markets is the fact that we continue to deploy fiber to the node, increase our penetration rates as we try to slow the rate of decline of access line loss. In regards to margins, I would really focus on our ability to grow margin dollars and hold those consistent. We aren't as so concerned on the percentage as we are on the dollar growth. Tim Horan – Oppenheimer: Thank you. Got it.

Next question?

Our next question comes from Frank Louthan with Raymond James. Frank Louthan – Raymond James: Great. Thank you. Can you give us an idea of when you look at the cell – at the fiber to the cell site, how many did you connect in the quarter? And do you have an idea of what's the total opportunity there in your footprint? And then give us an idea, looking at some of the video ads and broadband ads, a little weaker than we were looking for, was there – do you plan to market those a little more heavily? Are we seeing some more competition? What are your thoughts on starting to get those businesses ramped up a little bit more?

Okay. Frank, this is Teresa. I'll take those. As far as fiber to the cell, too early to tell what the opportunity is there. We are just beginning discussions with all of the wireless carriers. As you can imagine, they are very focused on increasing their bandwidth and building quickly. But remember, we do business with all these companies today. So today, we provide a lot of bandwidth to them. This is really a situation of communicating back to them that we have large facilities available to them. So think of all these cell sites, and each one of them may have some technology to them right now. We'll upgrade it all to fiber. But too early to tell exactly how that's going to happen and how it's going to unfold. But clearly, the wireless carriers have indicated that they need the bandwidth quickly.

It was immaterial to the revenue streams in the quarter, Frank.

And as far as the video ads, what you saw there was a little bit of softness driven by two things. One is that we disconnected our BDSL subscriber base. That was about 6,000 set-up. And then the DIRECTV side was a little bit lighter than normal based on some process changes and some market activity there. Frank Louthan – Raymond James: Okay. Great. Thank you.

Our next question comes from Peter Rhamey with BMO Capital Markets. Peter Rhamey – BMO Capital Markets: Great. Thanks for taking my questions, two if I may. One is relatively a straightforward. You talked about funding out being deferred by one year and that's very good news for investors. I was hoping, Joe, perhaps you could give us an insight into the accounting for pensions on a go forward basis, maybe your best guess of what the trend would be in 2010 versus 2009. And the second question is much harder to answer, but I'm very interested to – and Teresa's view with regards to how you think the top line for BMG could trend as we come out of this economy. Should we just expect that it returns to a GDP growth type rate for BMG? Or is there an opportunity to grow at some multiple of GDP on that? Thank you.

Sure. Well, let me take the first one in regards to the pension. You're right. I think we have really been focused with all of you on the cash funding requirements and not really the bookkeeping. I think on a bookkeeping side, it's a little too early to tell. Obviously from an accounting standpoint, the valuations are done at December 31st of year-end, and really nothing done in the interim period. So I think it's a little bit too early to tell. But obviously, we're very pleased with the impacts from a cash standpoint of getting the deferral out for another year. Teresa?

Okay. On the BMG, as you've seen, the results have been tremendous. And we've been outpacing the industry, so we expect to continue to do that. I'm not in a position to really give you a view in 2010 of what that growth rate would look like. But it's positive. We feel that group is on a good path and will continue to be on a good path. Peter Rhamey – BMO Capital Markets: Teresa, you would expect that you'd be able to maintain some sort of spread over the key distributors, AT&T and Verizon, in terms of BMG performance?

Yes, we do. Peter Rhamey – BMO Capital Markets: Okay. Thank you.

You're welcome.

Our next question comes from Todd Rethemeier with Hudson Square. Todd Rethemeier – Hudson Square: Thanks for taking the question. A couple of them, actually. One, can you give us an update on where you think head count could be by the end of the year? And then second, any change in possibility of facility based video? Thanks.

Sure. On the head count one, obviously we continue to match workforce to work load without giving any disclosures as far as what ultimately happens to our head count. In regards to facility based video, maybe I'll turn that over to Ed and let him answer that one.

Good morning, Todd. Facility based video, it's, in my opinion, as we have stated, we're not going to be in the content business. But we will have the underlying asset there. It's not a matter, in my opinion, of if it will come. It's when. I'd like our pace on the fiber to the node build, but I think you're seeing even breakthroughs every day on video over the Net. Some of the studios now are really pursuing that. You've got people out there like the Roku Box who deal with Amazon and Netflix. It's just coming. I just really feel like that's a powerful push. I don’t really know yet, and I think it's too early to know how the video will be monetized. But I like our position. I think it will be a mix of ad based, subscription based, but the customer clearly wants ala carte in addition to whatever linear program they have. And I think there's more to come. But I think it's actually coming quicker than people would have expected. Todd Rethemeier – Hudson Square: Thanks. If I can follow up on that just a little bit, I think a lot of people think that fiber to the home is where we end up eventually in the industry. Do you think that's a three year event, a five, ten year event? Or never at all?

Well, in our case I don't think it's required. Now if there's something I'm missing here, we would probably have to go there. But in our case, I really think we're up to 40 meg, and what's really exciting about our product is we got 20 meg upload speeds. With the compression technology and the way video is being ingested, and in the networks as well as how it's being formatted, I don't think we need any more than that. Particularly if you think it's on a – on a as needed or almost near live. The other thing that makes me believe that we don't need fiber to the home is the – not only the compression techniques, but the storage is getting cheaper everyday. So we can store on the edge and access from the edge. So I think everything is working in our favor not to go all the way to the home. Todd Rethemeier – Hudson Square: Great. Thank you.

And Todd – this is Kurt. Just following up on your question about head count, we don’t have any major head count actions that are in the plan right now during the fourth quarter, just to clarify that one. We'll take one more, Operator.

Our next question comes from Chris Larsen with Piper Jaffray. Chris Larsen – Piper Jaffray: Okay. Thanks. Two questions, first on access. I know that had been an area of focus to reduce cost and wondered if you still think that there's some distance to go there on reducing your access charges throughout the LD network. And then secondly, if you could just circle back around to the high speed data, how the competitive dynamics shook out this quarter and maybe some of the things you're doing to boost sales, particularly within your fiber business – within the fiber footprint, rather.

Okay. Great, Chris. I'll take both of those. As far as access in the long-distance network, yes. There's always opportunity to keep looking at that. We're constantly renegotiating with our suppliers there. We're also looking at opportunities – a buy versus build. So that is an ongoing, daily effort, and we do continue to see opportunity there. On the high-speed internet, we are pleased with our results in the fiber to the node. So our customers are moving up in their speed, our existing customer base. As well as new customers coming in. Marketing activity is really around bundling, so we go in very strong with a bundled approach, DIRECTV, HSI as well as our traditional voice services. And we have a big effort on pushing the speed and moving those customers who are with us today, up into a higher speed. As well as going into new neighborhoods with our new build, and introducing the superior Qwest service. Chris Larsen – Piper Jaffray: Can you just touch on just how much different you're seeing in terms of your ability to compete, whether it's better turn rates in the fiber versus the non-fiber builds or gross sales and those? Is there a material difference between the two?

There is. And that's a good question. Absolutely, the turn is lower in the higher speeds in general. So once customers have a higher speed and are bundled with us, they turn a lot less. But that's a very good sign. We also see an interesting connection to DIRECTV. So that when we offer those two together, customers stay with us longer and are very pleased with that bundle. Well, from a pricing perspective as well as getting those services from one provider. Chris Larsen – Piper Jaffray: Thanks a lot.

You're welcome.

Okay. That's going to conclude our call, folks. And if you have some follow up questions, please feel free to contact us in Investor Relations today. And we do, once again, thank you for your interest in our company this morning.

Ladies and gentlemen, this concludes today's presentation. You may now disconnect.