Glen Post - President and CEO Stewart Ewing - Executive Vice President and CFO Karen Puckett - Executive Vice President and COO Bill Cheek - President, Wholesale Operations Jeff Von Deylen - President, Savvis Tony Davis - Vice President, Investor Relations

David Barden - Bank of America Simon Flannery - Morgan Stanley Batya Levi - UBS Scott Goldman - Goldman Sachs Timothy Horan - Oppenheimer Michael Rollins - Citi

Good day ladies and gentlemen, and welcome to CenturyLink's Third Quarter 2013 Earnings Conference Call. At this time all participants are in a listen-only mode. Later we will conduct a question-and-answer session and instructions will be given at that time. (Operator Instructions) As a reminder, this conference call is being recorded. I would now like to turn the call over to Mr. Tony Davis, Vice President of Investor Relations. Mr. Davis, you may begin.

Thank you, Saeed. Good afternoon, everyone, and welcome to our call today to discuss CenturyLink's third quarter 2013 results released earlier this afternoon. The slide presentation we will be reviewing during the prepared remarks portion of today's call is available in the Investor Relations section of our corporate website at ir.centurylink.com. At the conclusion of our prepared remarks today, we will open the call for Q&A. On Slide 2, you will find our Safe Harbor language. We will be making certain forward-looking statements today, particularly as they pertain to guidance for fourth quarter 2013 and other outlooks in our business. We ask that you review our disclosure found on this slide as well as 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. We ask that you also note that our earnings release issued earlier this afternoon 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. Now turning to Slide 3. Your host for today's call is Glen Post, Chief Executive Officer and President of CenturyLink. Joining Glen today will be Stewart Ewing, CenturyLink's Chief Financial Officer; and also available during the question-and-answer period of today's call will be Karen Puckett, CenturyLink's Chief Operating Officer; Bill Cheek, President of our Wholesale Operations, and Jeff Von Deylen, President of Savvis. Our call today will be available for telephone replay through November 13, 2013, and the webcast replay through November 27, 2013. Anyone listening to a taped or webcast replay or reading a written transcript of this call should note that all information presented is current only as of November 6, 2013 and should be considered valid only as of this date, regardless of the date heard or viewed. As we move to Slide 4, I’ll now turn the call over to your host today, Glen Post. Glen?

Thank you, Tony. Good afternoon everyone and thank you for joining us today. First, I would like to take a moment to acknowledge the hard work and dedication of our employees in the Northern Colorado region. During the worst of the flooding that occurred during September we got thousands of customers experienced service outages among, of course, other hardships. Our local field operations team worked around the clock and managed unprecedented workloads for several weeks and we brought resources from around the states and country into the Front Range areas to support our local teams and they did, they all did an amazing job restoring service to our customers there. So (inaudible) including our employees who have been partially impacted by that event. Turning to slide five, we are pleased with our financial results for the third quarter. We continue to make good progress on number of fronts. We believe our investments and our key strategic growth initiatives continue to strengthen our overall product portfolio which further position CenturyLink as a leading integrated provider of global network, data hosting and cloud solutions. I want to address a couple of significant special items that affected our financial results for the quarter. First, as you saw in the release, we booked $1.1 billion non-cash goodwill impairment in the quarter. The impairment was related to goodwill assigned to the data hosting segment and it was primarily due to our recent performance impacted into the development of growth projections used for calculating impairment. We are not satisfied with our recent results in this segment of our business and we will be taking aggressive step to drive the revenue growth and margin. Margins in this segment to be more in line with industry growth rates are going forward. Certainly, we have reached tentative agreement on the principal financial term, a potential settlement of the KPNQwest bankruptcy litigation in the Netherlands. The oral agreement was reached following confidential mediation between CenturyLink, KPN and KPNQwest trustees. As a result, we have recorded €172 million or $233 million based on September 30, 2013 exchange rates, pre-tax charge this quarter. This proposed settlement amount of €172 million is a significantly below the $4.2 billion euro litigation claim. We are hopeful this settlement will finalized and look forward to putting this issue behind us. Beginning on slide six, I’d like to review some highlights from the third quarter. We generated solid financial with annual strategic revenue growth of 4.2%, excluding low speed private line data services, our strategic revenue grew by 12% for the quarter. Strengthen revenues from high-speed internet, high bandwidth, data products, data hosting and Prism TV were the primary drivers of this growth. We generated strong subscriber growth in the quarter, adding 33,000 broadband customers and 17,000 Prism TV customers. From our business market perspective, we experienced strong new sales to business customers for network and hosting services during the quarter. And also in the quarter we made strong progress on the share repurchase program we announced in February, through November 5th this year we repurchased 38 million shares or 6.1% of our outstanding common stock totaled approximately $1.3 billion. We have repurchased shares aggressively since the start of the program and we expect to opportunistically buyback additional shares going forward. Due to combination of dividend and share repurchases we return over $2.2 billion to shareholders through the first three quarters of the year, that’s a 63% increase compared to approximately $1.4 billion during the first quarter of 2012. Let’s turn to slide seven, I’ll provide an update on our key strategic initiatives, starting with broadband expansion and enhancements. We continue to make significant investments in this area that we believe will better serve our customers and our business and our consumer customers. We ended the quarter with approximately 5.94 million broadband customers. As I said earlier, we added 33,000 new subscribers in the quarter, which was a strong improvement from the seasonally weak second quarter. We believe our fiber assets, including nearly 240,000 fiber route-miles across the U.S. have positioned us well in the business market. We continue to grow our advanced multi-tenant unit MTU program. We added 400 fiber-fed buildings in third quarter, increasing the number of fiber-fed buildings by 40%. This program offers broadband capabilities of up to 500 megabit of symmetrical service and enhances cloud connectivity for these business customers. In addition, we plan to leverage our existing fiber to opportunistically expand speed and service capabilities to high value business and consumer customers. We are focusing on GPON technology in certain high district -- business districts offering broadband speeds of up to 1 gigabit. Both the MTU and GPON programs offer upstream speeds and business service level agreements for SLAs beyond what is normally available at cable companies. These offerings are particularly compelling in the business market where upstream capabilities are critical to the enablement of cloud services. And business areas where we do not offer our advanced MTU or GPON program, we would essentially deploy Ethernet services. We currently cover over 2 million business locations with Ethernet capability with nearly half of this footprint capable of 20 megabits and higher symmetrical speeds. In Omaha, which is our first GPON 1-gigabit market, we had deployed 1-gig service capability to over 40,000 homes and we expect to reach nearly 50,000 homes in the trial area during the fourth quarter. We are very encouraged of these early results in Omaha and we announced in October that we'll expand our fiber network to Las Vegas enabling Internet speed to up to 1 gig to small businesses and select neighborhoods in that market. In the months ahead we expect to continue making investments in our network to enhance speed capabilities required to deliver competitive broadband products and services across our markets. Turning now to slide 8. Our Prism TV service continues to perform well and represents a very compelling entertainment alternative to cable TV service in the markets where we offer this service. We added a record 17,000 Prism TV subscribers in the third quarter ending with a total of 149,000 subscribers in service. Over 50% of these added customers are new to CenturyLink and they continue to have a high rate of broadband attachment. Now this quarter we expect a record level of 98% attachment rate. We continue to expand the footprint where Prism service is available. And in the third quarter, we added approximately 285,000 addressable homes of which just over half are newest markets of Phoenix, Colorado Springs, and Omaha. We are very pleased with the early Prism subscriber growth and our first legacy Qwest market to provide this video service in Colorado Springs and Omaha. Prism bundle customers are significantly less likely to churn than single-play voice customers. In the third quarter, the churn rate for Prism triple-play customers was over 600 basis points lower than single-play voice customers. Additionally, we continue to enhance our IPTV features by introducing new functionality and applications including expansion of our TV Everywhere capabilities, video-on-demand library and a recent successful trial of wireless set-top boxes. Continuing on now to slide 9. A third key strategic initiative is investing in fiber builds to as many towers in our services areas as economically feasible. During the second quarter we completed approximately 1,200 fiber-to-the-tower builds for a total of over 17,900 across our footprint. We currently expect to complete a total of 3,500 to 4,000 builds in 2013. That is slightly below our previous expectation of 4,000 to 5,000 primarily due to construction delays by wireless carriers. As expected, we continue to experience some revenue compression as our wireless wholesale customers transition from copper-based DS1 facilities to fiber-based Ethernet services. However, we anticipate that wireless data bandwidth growth will result in the expansion of Ethernet consumption and thereby reverse the current revenue compression during 2014. Moving on to slide 10, managed hosting and cloud services. We continue to believe we are well positioned to capitalize on long-term growth opportunities in this space where we have developed and are expanding our strong product offerings. We experience weaker than expected sequential data hosting revenues primarily due to one-time credits and Legacy Qwest Hosting churn in the third quarter. Despite weaker third quarter revenue, we continue to expect revenue growth in the second half of 2013 compared to the first half of 2013. We continue to build up on solid momentum of the past two quarters with solid new sales again this quarter. Cross-sell or team selling opportunities for hosting products across our hosting and networks sales teams continues to be strong with sales of hosting services to business customers steadily growing. We expect this momentum to continue, these customers continue indicating strong demand for managed hosting cloud solutions, streamline their operations, and increase efficiency and reduce cost. As we work through the exiting of a few major colocation customers from the Legacy Qwest data centers, fully enable to selling of hosting products to our large base of business network subscribers and expand our own boarding process. We expect to see significantly better growth in our hosting operations. We continue to invest and increase -- to increase our data center capacity as well as expand our product portfolio to meet customer needs and expand our market opportunity. We currently have 55 data centers globally. In the third quarter, we had approximately 20,000 square feet of sellable floor space through the expansion of existing facilities in three markets. And year-to-date we’ve added approximately 80,000 sellable square feet. Lastly, we recently expanded our partnership with VMware allowing Savvis and VMware to offer enterprise services on VMware's hybrid cloud powered by Savvis colocation services and we’re pleased with that partnership development. Finally, before I turn the call over to Stewart, I’m pleased that the tentative agreement with CWA and IBEW was ratified in later October. The contract covers 12,000 employees and will be effective through October 7, 2017. Our focus in these negotiations has been to align the cost structure and work rules under disagreement with the rest of organization and the competitive dynamics in the markets where we operate. But we’ve made progress towards these objectives. Overall, I’m pleased with the solid results for the third quarter. We continue to invest to drive growth and are experiencing good traction in these key areas. And with that, I’ll turn the call over to Stewart for an in-depth look at our financial results.

Thank you, Glen. I will spend the next few minutes reviewing the financial highlights from the third quarter and then conclude my remarks with an overview of the fourth quarter guidance, we included in our earnings release issued earlier this afternoon. Turning to slide 12, on a GAAP basis, we reported a net loss of $1.05 billion and a loss per share of $0.76, primarily driven by the two special items, Glen mentioned earlier that were disclosed in our press release. With the remainder of my comments, I'll be reviewing the results excluding special items as outlined in the earnings release and associated financial schedules. As you can see, we generated solid operating revenues and cash flows in the quarter. Operating revenues were $4.52 billion on a consolidated basis or 1.2% decline from third quarter 2012 operating revenues. Our core revenues defined as strategic revenues plus legacy revenues were $4.1 billion for third quarter, a decline of 1% from the year-ago period. Our strategic revenues grew 4.2% year-over-year and now represent 49% of our total revenues. Strength in the strategic products such as high-speed Internet and high-bandwidth data services, Prism TV and managed hosting services continues to drive this growth. Third quarter 2013 cash expenses increased 1.4% from the year-ago period, driven primarily by higher professional fees and non-employee costs which offset lower personnel related cost. Included in third quarter expense was less than $5 million related to the Colorado floods, Glen mentioned earlier. We've also incurred less than $10 million of flood-related expense during the month of October. We generated strong operating cash flow of approximately $1.81 billion for the third quarter and achieved an operating cash flow margin of 40%. As we move toward revenue stability, we do expect continued pressure on operating cash flow as the revenue mix shift to lower margin products, we near the full achievement of operating expense synergies related to the Qwest acquisition. And lastly, we continue to make investments in strategic areas to drive future growth. Adjusted diluted earnings per share for third quarter was $0.63. As we discussed on prior earnings calls, adjusted diluted EPS excludes special items and certain non-cash purchase accounting adjustments as outlined in our press release and associated supplemental financial schedules. Additionally, we generated $761 million of free cash flow during the quarter, which is defined as operating cash flow, less cash paid for taxes, interest and capital expenditures and additional adjustments to other income. Our strong cash flows continue to provide us with the financial strength and flexibility to meet our business objectives and drive long-term shareholder value. Now turning to slide 13, the 1.2% decline in third quarter 2013 operating revenues compared to third quarter, a year ago was primarily the result of growth in strategic revenues that was more than offset by lower legacy revenues due to access line losses and lower minutes of use. The growth in our strategic revenues was primarily driven by strength in high-speed internet, high-bandwidth business data services, Prism TV and data hosting services. Now turning to Slide 14. I will discuss each of our operating segments, beginning first with the consumer segment. Consumer generated $1.5 billion in operating revenues, which represents a decrease of 2.1% over third quarter a year ago. Our strategic revenues in this segment grew 6.8% year-over-year to $644 million, driven by growth in high-speed internet and Prism’s customers and price increases. The long term growth rate of high-speed internet is likely to slow over time due to our growth in penetration of household. Legacy services revenues for the segment declined 8% from third quarter 2012, due primarily to a continuing decline in access line and long-distance revenues, partially mitigated by an increase in the excess recovery charge. Expenses in this segment declined $5 million or approximately 1% during the third quarter, compared to the same period a year ago, driven primarily by lower employee related costs, which were offset by higher Prism TV costs. Moving to Slide 15. Our business segment generated $1.54 billion in operating revenues during the third quarter, which were flat with the same period a year ago. On a sequential basis, total revenues grew 1.2% from second-quarter 2013. Our third quarter strategic revenues for the segment increased by 6.3% to $640 million from third quarter a year ago, driven primarily by strength in high bandwidth services, MPLS, Ethernet and Wavelength. Excluding low-bandwidth services, strategic revenue grew nearly 9% from a year ago. We continue to generate solid growth across the enterprise customer segments and we see an opportunity for further investment in the small and midsized business customer space to improve our market share and drive further growth. Legacy services revenues for the segment declined 3.8% from third quarter 2012 due primarily to continuing decline in access line and long distance revenues, partially mitigated by an increase in the excess recovery charge. Our total segment expenses increased $22 million or 2.4%, driven by higher facility costs, partially offset by lower employee related and CPE expenses. Now turning to Slide 16, our wholesale segment generated $878 million in operating revenues, a decline of 3.5% from third quarter 2012. Strategic revenues for wholesale were $563 million, down 1.1% from third quarter 2012, as decline in low-speed transport services revenue offset growth in Ethernet services and data bandwidth capacity expansion by wireless carriers. Our legacy revenues in this segment declined 7.6% to $315 million, reflecting the continued decline in access and long distance minutes of use and the implementation of lower access rates under the CAF order rate step-down. Our operating expenses for the quarter were $293 million, 3.6% below the same period from the year ago, driven primarily by lower personnel related facility costs. Moving to Slide 17 and our data hosing segment, which includes all colocation, managed hosting, cloud services and hosted related network services revenues. This segment generated $342 million in operating revenues, representing an increase of 4.6% from third quarter 2012 revenues of $327 million. Third quarter 2013 revenues include approximately $14 million of revenue contribution from the Ciber IT outsourcing assets we acquired in October 2012. Data hosing year-over-year revenue growth was weakened by the impact of large client bankruptcy related churn and price erosion in previous quarters. Data hosting operating expenses were $274 million in the third quarter compared to $246 million in third quarter a year ago. This 11% increase is driven primarily by higher employee costs related to the Ciber and Appfog acquisitions that were not present in the prior period. Despite recent weakness, we expect long-term improvement in both revenue and margin trends across the data hosting segment and continue to leverage its assets to drive additional revenue through cross-selling opportunities in our other sectors. Turning to Slide 18, we provide our fourth quarter 2013 guidance. For the fourth quarter of this year, we expect total operating revenues of $4.5 million to $4.55 million. Our core revenues of $4.07 billion to $4.12 billion and operating cash flow between $1.75 billion and $1.8 billion. Adjusted diluted EPS is expected to range from $0.55 to $0.60. Our fourth quarter expenses are expected to increase from third quarter 2013, primarily due to higher data integration costs related to increased CPE sales. That concludes our prepared remarks for the day. So at this time, I will ask the operator to provide instructions for the Q&A portion of the call.

Thank you, sir. (Operator Instructions) And our first question comes from David Barden from Bank of America. David Barden - Bank of America: Hey, guys. Thanks for taking the questions. I guess my first question, if you could go into what you might imagine lots more detail about what's going on in the data center business? I think two things. One is on the write-down. Clearly there's some amount of growth rate in the future that you don't think you are going to achieve that you thought you are going to achieve. So if you can address what the difference in that growth rate is? And then second, on the kind of quarter-to-quarter performance, it looks like the managed hosting business went down $5 million. If you could talk about some of these credits and other things that occurred and I think, Glen, you mentioned that the data hosting business should grow half over half but it could still go down next quarter and grow half over half? So if you guys could give us little bit more sense as to what the expectation here because last quarter we were still expecting this business to grow single digit, so seems like something kind of really went off the rails in the quarter? On the other side of the coin, Stewart, the midpoint of the revenue guidance is actually the highest revenue that you guys would've had pretty much for the whole year. And you guys have been talking down revenue growth expectations I think in terms of 2014. But it feels like we are finding some kind of level, so if you could talk about even with the data center business not performing, it does feel like we are flattening out on the revenue curve and could you kind of revisit what the puts and takes are for getting to revenue growth in reaching 2014? Thanks.

Hey, Dave, this is Glen. And I will see if I could guess it kind of on a couple of items. But -- I will get to your question about that quarter -- in the fourth quarter, we do expect growth. It won’t be negative is our expectation. Anyway, we expect to see growth in the fourth quarter, sequential growth in the 2.5%, 3% range is our target for the fourth quarter. But the -- if you look at this past quarter, we have a number of one-time items. Firstly, we had a currency issue of little under $2 million. We had about a $2 million. We had couple of prior year adjustments in there around $3 million. The big item really was the churn of the old Qwest center where we had some very large customers who were peer colo customers, some very large that we know the names but I won’t call it. But who took their business to their internal data centers. They had very large, both had huge amount of data out there. So that’s the bigger, they worked in any cloud and managed services for almost peer colos. So that’s where a lot of the churn that came from, plus we had a bankruptcy of Kodak impacted us for about $3 million. So it was a combination of things in the quarter. We do expect to turn that growth around. I’m confident that that we can drive growth. In the hosting business, we are seeing significant success in our cost selling efforts. We changed our go-to market with our network customers, are seeing really strong demand. Our sales, as we’ve talked about continued strong and into the fourth quarter. For the last three quarters, it will get strong. Bookings -- data hosting assets are really important for our future growth. They support analyst of course, industry analyst regarding trends, trends toward RTL outsourcing. We believe those are real. We’ve some work to do. We are making some changes in some of our go-to market work and are focused on certain verticals. And so strategically these are very important assets for us and we see this is where the marketplace is going over time and I’m confident we can grow this business. I will let Jeff make a few comments on this year.

Sure. David, Jeff Von Deylen. As we went during the quarter, kind of expected Q3 would be flat to Q2. In Q2, there was some non-recurring revenue. But anyway, we got surprised by the $5 million. I think Glen talked about that. From a new sales perspective, we were in line with new sales really – we had the same level of new sales in Q3 as we did in Q2. And as Glen mentioned, probably the biggest success we're having is selling into some of the CenturyLink network customers who do hosting today so they're not part of that Legacy Qwest hosting base but they're buying the new products. So we really think the combination of some of these one-time items are getting behind us after the third quarter. It's why we think the 2.5% to 3% total hosting growth is reasonable. And that's the result of the sales. I will say the quarter's impact has also negatively impacted our network, our other network as we call it, or the wide area. The VPN network was negative year-over-year. If you sort of take that out and just focus on the hosting revenue kind of year-over-year without the credits, we're about 8.6% growth. So a little better than kind of that reported 4% but – and we feel like going forward some of these one-time credits are out of the way and we're poised to grow sequentially. On the question on the goodwill write-down and sort of how we think about that. Stewart, do you want to take that one on the future growth rate?

So in terms of the goodwill, David, we – just basically of our past performance, we decided we needed to take down the, just from an accounting standpoint, take down the assumed growth rates that we're using going forward for purposes of calculating the value of the business and comparing that with the amount that just flows and just decided that we needed to go ahead and write it down. I mean we certainly believe, as Glen pointed out in the value of this business going forward, we believe that we can get the growth rates that will – and if you look at market comps basically, there's more value there than we wrote it down to really. So we're comfortable with that. I think we're conservative in the write-down and we're conservative in the projections that we used to calculate that. Your question concerning the revenue guidance and it feels like we're getting – finding some level of flattening revenue curve. So basically yes, we are continuing to get towards and move towards flat revenue. It's a little slower than we thought it would be a few quarters ago. And that's why we said last quarter we didn't think we'd get a flat revenue in '14. But basically it's dependent on the continued growth and strategic revenue. The data hosting business is a big part of that. IPTV revenue and success there that we're seeing is a big part of that. And continued success in our business sector, with the MPLS revenue that we're driving there and the new customer growth we're driving there, we're having some really good success there. And if we can bring the success that we're seeing in the large customer segment, large enterprise customer segment down to the small and mid-sized segments will help us to get there quicker. The other place is basically just our high speed Internet. We need to continue to do well from the standpoint of adding customers and hopefully increasing rates a little bit over time as we were able to do in the third quarter. David Barden - Bank of America: Okay. And just a follow-up quick, when you're looking for the data 2% to 3% growth, is that year-over-year or sequential?

Sequential. David Barden - Bank of America: Okay. Thanks a lot.

Thank you. And our next question comes from Simon Flannery from Morgan Stanley. Simon Flannery - Morgan Stanley: Okay. Thanks very much. Could you dig a little bit more into the broadband numbers? You have very nice snap back. Obviously some of that was seasonality. But did you change or go to market with that driven by promotions. Is this also a level that we think is sustainable over the next couple of quarters? And capital intensity continues to move up into the mid to high teens. As the fiber-to-the-tower build slows, when do you think we'll sort of see a peak in that capital intensity, or are we seeing it right now or we are going to maintain it for another year or so? Thanks.

Hi. This is Karen Puckett. In terms of the broadband bounce back, we are pleased about that obviously. I would say no new go-to-market. We continue to execute and we do this well and so the seasonality helped. Also we were able to overcome the indirect partner we spoke about last time with some digital partners that we had helping them increase their business and our call center channel performed very well, as well as it’s getting very focused on our go-to-market in terms of our prospect leads and making sure that those are all optimized. So the things that we normally do we continue to do well and have a good quarter from that.

Yeah. Simon, regarding the capital budged. We expect CapEx -- even though we do expect on the top of the tower spend to go down. We believe we will -- our budget will stay in the range in the $3 billion range that we are talking about. It can be a little plus or minus either side of that, but that’s the range we expect it to be and because video uptick we think we have a broadband expansion driving additional revenue opportunities. Also one of its success based, yeah, third of our, about a third of our budget will be success based capital. So we continue to be successful in even at NPLS working and the Savvis sales, data center expansion and a lot of that will be success based. So we expect to be in this range, in this $3 billion range we expect for 2014.

Thank you. And our next question comes from Batya Levi from UBS. Batya Levi - UBS: Great. Thanks. First a follow up question on the data hosting business. I think couple of months ago you had mentioned that we will see some pick up in churn in the first quarter of ’14, would the churn that we saw in the quarter, was that pulled forward or do you expect another pick up in churns in the beginning of the year? And the second question is on the business revenues, we saw some slight improvements year-over-year growth in that business? Do you expect that to continue? Thanks.

It’s Jeff. Regarding to churn, the $2 million that we referenced on legacy Qwest that was a surprise, so that was sort of over and above what we had forecasted, so and we don’t have kind of current view of Q1 -- Q4, Q1 any more large churn, any higher than kind of where we currently run, so that $2 million that we reference, we are going to reference in this quarter was over and above what we expected. But then as we go forward to Q4, Q1 we sort of expect to have sort of that a normal level of up churn which we currently run in the 1.3% to 1.5% of revenue.

And Batya, on the business revenue growth, I mean, we do hope to continue to improve our business revenue growth, somewhere in the third quarter related to some price increases that we did, but small amount of it. But we are again seeing good success on the large multi-node NPLs networks and strategic data revenue growth that we are seeing in our business sector. Batya Levi - UBS: Okay. Thanks.

Thank you. And our next question comes from Scott Goldman from Goldman Sachs. Scott Goldman - Goldman Sachs: Hey. Thanks. Good afternoon, guys. I guess I want to follow up on David’s question earlier and just looking at the 4Q guide that you’ve laid out for really from both revenue and for EBITDA, if you kind of look where you came in 3Q, fairly close to the mid-point of your guide there, but which is though you are bringing down full year guide by about 50 million or so at the mid-point for both revenue and EBITDA, if we take your 4Q numbers there. So I am wondering if you could just talk a little bit about the puts and takes that we should be thinking about, I know, you highlighted CPE? But anything else we should be thinking about, Stewart, as we go forward on that? And then, secondly, obviously seeing good results on Prism IPTV and market expansion and the quality churn implications in HFI tax rates as you get there? Just wondering how you think about the opportunity to maybe accelerate that either within adjusting CapEx budget or even a willingness to move CapEx little bit higher just given the benefits of that product?

Yeah. So, Scott, in terms of fourth quarter guidance, I mean, considering the guidance that we have for full year and the performance in the third quarter and our guidance that we gave in fourth quarter, we will probably be somewhere around the midpoint to the lower end of the guidance that we gave for revenue and operating cash flow for the full year. So yes, to the midpoint or slightly below. We feel good about that. There are some – we do expect an increase in our CPE sales in the fourth quarter and the associated costs with that since that’s a low margin product. Scott Goldman - Goldman Sachs: In terms of Prism –

Yes, just to talk about Prism, we build out in markets where we are, we sell and other phases going in Phoenix and Colorado Springs, as well as Omaha, and other areas, we are building it, and you build out in those markets. As we continue to see success, as the growth continues we will consider expanding to other markets, that will be part of our 2014 budget processes. We are in a process of going through now and we will be considering those expansion, as far as increasing the budget – we don’t expect significant increases in the budget, capital budget to build out Prism release in 2014. But that is an opportunity for us as we look – we continue to see success here, it’s an opportunity to really consider acceleration to build-out in the months and years ahead. Scott Goldman - Goldman Sachs: Just one follow up to the guidance. Anything we should be thinking about in terms of the new union contract, how that layers in, in 4Q and into 2014 that would impact – benefit you on the EBITDA side come 4Q?

Yes, not much impact in the fourth quarter. We should see some margin [ph] little bit in the first quarter and full year 2014.

And our next question comes from Tim Horan from Oppenheimer. Timothy Horan - Oppenheimer: Thanks guys. Two questions. Where do you think your pricing is on the datacenter side versus market and versus legacy, are you seeing kind of much over-build in the markets that you are in, or is it more just the internet companies connecting their own facilities? And then secondly, on the GPON strategy, could you maybe just give a little bit more detail on how it compares and contracts to what kind of Verizon and FIOS and maybe a little bit of color on the cost structure and it seems like a very large opportunity and I know Omaha you had lost a lot of market share historically, maybe if you can give some color on what kind of update you are getting out there?

Sure. First of all, on the data center side, specifically it relates to colocation, I think our lighter fee base, certainly any pricing over the last few years has probably declined in 15% range. So some of those clients that are coming up for renewal, and just pure colocation we have to – we see that in price erosion. You are right that the larger, bigger content, kind of guys that build around data centers and look at choices of where to put their environment and we’ve had that certainly in our numbers, negatively impacted. I will say there are probably couple markets that we think may be more competitive or price competitive than one in terms of DC, Santa Clara and Dallas, but those are markets that we are – it’s good news that we are pretty well distributed and where we are adding footprint is probably away from those markets, where we see some of the wholesalers and other demand going. So yes, the last point is, we’re really trying to take advantage of the better base of customers who – Karen really has a [indiscernible] and our abilities to data center and even colocation, racks and bubbles to those customers that they have never had that offer before when you take that – it really helps us kind of de-emphasize some of the larger one megawatt and above kind of deal, to really have enterprise, smaller opportunities.

And Tim, Karen, on the GPON question, yes, I would say in terms of just Omaha, if you think about that, we had fiber deployed in that core of the network. So it made sense to put GPON in, what we are cutting to do here is really understand the market with the GPON message, take rate and such as well as hardening our process, somewhat of a new process for our systems and our organization. I will tell you that we are very pleased, we have not pitched even hard on the soft launch Omaha, very pleased with the result both from a consumer and business standpoint. So encouraged in every operating metric. The biggest, we have some fiber to the curb technology. So we have the fiber and we decided to use the most recent GPON capability to enable that again to try, to further harden our process and the legacy ceasefire in terms of those systems and processes. Our focus is very targeted in terms of going after the high addressable market and consumer, so they’re premium kind of customers but very focused on the business side too and you will hear more of that in the coming quarters as our focus on GPON with business. Timothy Horan - Oppenheimer: Thank you.

Thank you. And our final question for today comes from Michael Rollins from Citi. Michael Rollins - Citi: Hi. Thanks for taking the question. I was wondering if you could talk a little bit about what’s going on in the cost base and especially relative to revenue. So it seems like the segments that ruined in the quarter when -- let me phrase it year-over-year they grew like the business segment, data hosting segment. That’s where you actually saw segment income decline year-over-year. And in aggregate, if you just look at the -- just the segment income or even take it to the larger consolidated EBITDA level, it looks like EBITDA was down and more than a dollar year-over-year for every dollar of revenue losses. Stewart, if you can talk to us about how to think about the change in revenue relative to change in the EBITDA whether it can actually get better over time if there any specific issues that were impacting this quarter, more so than usual? Thanks.

Yes, Mike. So what you are saying is a combination of really two major things that are going on. One, we are cycling through or have pretty much cycled through the synergies related to Qwest. So we are not seeing the offsets to expense increases that we have been having really all along related to how network services really and charges related to business customer grow. And some of that was offset in the past related to synergies that we were achieving from Qwest. Also, secondly in the third quarter, we do have some seasonality from a cost standpoint. So we got a chance to do maintenance on our networks and things like that. So that really drives our cost down, some in our power cost to higher in the third quarter simply because of the heat and the cooling required, and things like that. The other is that basically we have new initiatives where we are rolling out new products and their cost associated with that really, that aren’t really -- there's not a lot of revenue benefit there in the early stages in rolling out new products. So I think that you are seeing some of that too. We should -- we would expect for other than the Qwest synergies for the other expenses to be more in line with the revenue growth in the future though. Michael Rollins - Citi: Thanks.

Thank you. And I’m showing no further questions at this time. I would like to turn the conference back over to Mr. Glen Post for any closing remarks.

Thank you, Saeed. Please turn to Slide 21 as we close today’s call. Overall, we are well pleased with our results for the third quarter. We believe our continued investments in key strategic opportunities will help us drive revenue growth and strong financial results over time. We are seeing strong demand from business customers for our advanced network and hosting IT solutions. And we are seeing -- also seeing improved sales success to increase collaboration among our business and data hosting sales leaders around the joint development of targeted innovative solutions. Our new bundled offers have positioned us to capture additional spend in the IT services space from our customers portfolios. For example, our managed office product is a simple, fully managed bundle solution. It’s created specifically for our small and commercial businesses and integrated all elements on our communications network, managed data, hosted managed voice and managed applications. We believe these types of products and bundles that we are developing can be very effective in driving, future revenue streams and make -- develop a lot of customers loyalty. Overall we believe we are well positioned to effectively compete and drive revenue growth from our strategic products and services in the months and years ahead. Thank you for joining our call today, and we look forward to speaking with you in the weeks ahead.

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.