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Qwest Communications International Inc. (NYSE:Q)

Q2 2010 Earnings Conference Call

August 4, 2010 9:00 AM ET

Executives

Kurt Fawkes – SVP, IR

Ed Mueller – Chairman and CEO

Teresa Taylor – EVP and COO

Joe Euteneuer – EVP and CFO

Analysts

James Ratcliffe – Barclays Capital

Simon Flannery – Morgan Stanley

David Barden – Bank of America

Scott Goldman (ph) – Goldman Sachs

John Hodulik – UBS

Michael Rollins – Citi Investment Research

Timothy Horan – Oppenheimer & Co. Inc.

Mike Chacha – Raymond James

Peter Rhamey – BMO Capital Markets

Chris Larsen – Piper Jaffray

Operator

Good morning. My name is Matthew and I will be your conference operator today. At this time, I would like to welcome everyone to the Qwest Conference Call. (Operator Instructions)

Mr. Fawkes, you may begin your conference.

Kurt Fawkes

Yes. Thank you, Matthew, and good morning, everybody and welcome to our call. We appreciate your time and interest in what is going to be a very busy day for many of you.

We will begin today’s call with a few comments on the quarter from Ed Mueller, our Chairman and CEO. Ed will be followed by Teresa Taylor, our COO, who will review segment results and then Joe Euteneuer; our CFO will conclude the prepared remarks with a discussion of our consolidated financial results and outlook. We’ll then open it up for 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 our filings. I also want to point out that we do not adopt analyst’s estimates nor do we necessarily commit to updating any forward-looking statements that we will be making this morning.

To supplement the recording of our financial information, on our call today we will be discussing 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.

Now, we’ll move on to slide four to touch on EPS and some special items that impacted EPS in the quarter.

Our reported earnings per share for the quarter were $0.09 and that compares to $0.12 in the second quarter of 2009. Our adjusted net income this quarter also rounded to $0.09 per share. The current quarter’s earnings includes a little under $0.02 charge for merger and severance expenses. This was offset by a little over $0.01 per share gain related to the change in fair value of the company’s convertible debt option.

Under the terms of our merger agreement with CenturyLink, we have committed to redeem our convertible debt and the intrinsic value of the associated option for cash. Therefore, we have reclassified the option component of the note from equity to a liability and that’s now included in the accrued expenses noted. The value of this liability at the end of the quarter was $145 million after initially being valued at $166 million at the date of the merger announcement.

Future stock price movements are likely to cause us to recognize periodic gains or losses through the redemption of the notes. These gains or losses will have no tax impact and a result there could also be some variability in our effective tax rate as we go forward.

Reported and adjusted earnings included dilution from non-cash and OPEB expenses. In the current quarter, this dilution was $0.01 per share and in the year-ago period. We have an impact of $0.02 per share.

Now, I’m going to turn it over to Ed.

Ed Mueller

Thanks, Kurt. Good morning, everyone, and thank you for joining us today. I want to begin by saying I’m very pleased with our continued execution and performance in the quarter. In light of continued challenging market conditions, we reported expanded margins and improved year-over-year revenue trends across all segments and we generated strong cash flow.

Our performance in the quarter is a demonstration of the sharp focus we have on our key strategies to drive the top-line, while maintaining disciplined expense management to improve operating efficiencies. We delivered on key initiatives and continue to see solid growth in our strategic revenues and while we aggressively pursue broadband based services.

In the quarter, Qwest further strengthened its financial flexibility by improving the balance sheet. We launched a tender offer for our convertible debt and we are well on our way to achieving our stated debt reduction objectives.

In addition, I’m very pleased with the progress we’re making toward completion of our merger with CenturyLink. The senior leadership team for the combined company has been named and activities are underway in the planning process for the integration of the two companies.

Each of the named leaders has appointed an integrated lead, who will focus on the planning process for every functional organization. There are 10 integration leads in total. To ensure input and insights are captured from both companies, about half of the leads are from Qwest and about half are from CenturyLink.

We have reached several key milestones in the approval process with various agencies and commissions required to review the transaction. We have received approvals in six states. In addition to the FCC, we have 16 states remaining to review and approved the transaction.

In July, we received clearance from the Department of Justice and CenturyLink filed the final joint proxy statement with the SEC. The special meeting to vote on the transaction will be held on August 24th.

To sum up, we had solid execution in the quarter despite a soft economy and highly competitive markets. Our results over the past several quarters demonstrate our ability to overcome these challenges. I’m very confident that we’re on track to deliver on our key strategies throughout the remainder of the year. We will continue to drive top-line results while increasing cost efficiency and productivity.

I’m excited about the prospects that will arise from the combination of Qwest and CenturyLink. In addition, to owning a stake in the stronger competitor, Qwest shareholders will benefit from significant synergies of substantial increase in dividends, accelerating deleveraging of the balance sheet, a strong management team and a talented employee base.

I am convince this transaction will further bolster our results and drive superior shareholder value.

Now, I’ll hand it off to Teresa, who will discuss our business unit performance.

Teresa Taylor

Thank you, Ed, and good morning, everyone. I’m pleased to give you an update on our operations.

In the second quarter, we maintained solid operating performance and continued to make progress on our goal to improve our top-line trends with all three of the business units again reporting improved year-over-year comparisons.

Additionally, both consumer and small business reported improved trends.

Solid customer demands for strategic products are providing an increasing revenue contribution in each of the units.

Total strategic revenue grew 6% compared to the year ago quarter driven by 25% growth in enterprise IP services and migration to higher broadband speeds for consumers. This compares to 5% year-over-year in the first quarter.

We also continued to maintain a disciplined focus on the bottom lines and adjusted EBITDA held steady compared to the prior year, while operating income increased 4%.

I will begin the discussion of our individual business unit performance with the business market segment on slide nine.

Business markets reported second quarter revenues of $1 billion. This was flat with both the prior year quarter and sequentially. Recurring revenue was down 1% year-over-year and flat sequentially.

In the enterprise space, we continue to see encouraging signs in customer activity. Monthly sales levels have improved and we expect to stay in this momentum. This is in part driven by a streamline quote to contract process and improved sales rep productivity.

Strategic revenues within business markets increased 9% compared to the second quarter of 2009. This is driven by strong demand for our MPLS and high capacity IP services. Strategic revenues represent over 42% of total business revenue compared to 39% a year ago. The growth in strategic revenue is offset by declines in Legacy data and local voice services.

During the quarter, we added new software as service capabilities to our suite of manage services. This portal based tool enables business customers to create and manage automated contact management applications.

In the second quarter, business market segment income of $389 million declined 2% year-over-year and 3% from the first quarter.

Segment margin for the quarter is 38.8%. Excluding the impact of one-time legal settlement, segment income and margin are in line with both the first quarter and year ago period.

In summary, we remain committed to growing the enterprise top-line and we continue to expect revenues will start to pickup as economic conditions improved. We have been very disciplined in our pursuit of profitable revenue growth and you should expect us to maintain that discipline in the quarter’s ahead.

Results for our wholesale segment are summarized on slide 10.

Segment revenue for the quarter totaled $659 million, a decline of 10% year-over-year and 4% sequentially. Wholesale results also reflect an improved strategic product mix. In fact, strategic revenue now represents nearly half of total wholesale revenue at 48%. Strategic revenues grew 4% compared with the prior year, an improvement from 1% year-over-year in the first quarter.

This growth was offset by lower demand for Legacy Voice Services, including a 31% annual decline in long distance revenues. The decline was due in large part to proactively managing long distance possibility last year. The reduction of this lower margin services and strong improvements in network facility cost resulted in a 590-basis point increased in margins to 67.5%.

Our wholesale group continues to make significant progress in delivering fiber-based back call services for wireless carrier. We complete construction on fiber services for more than 600 sites and expect this to grow to approximately 2,000 sites by year end.

As a reminder, we will have modest revenues from this program this year and this initiative is expected to begin to mitigate wholesale revenue pressures over the next several quarters. Over the long run, this provides an avenue for strategic revenue growth.

Now, we’ll turn to mass markets result on slide 11. This unit achieved its first consecutive quarter of improved year-over-year revenue trends, while delivering a strong margin in the quarter. Excluding the impact of the wireless reseller transition that we completed last year, mass markets revenue for the quarter declined 6% year-over-year, and 2% sequentially.

Strategic revenues improved 6% year-over-year, while Legacy revenue declined 11% due to continued pressure on traditional local voice services. In the quarter, strategic revenue was 32% of total mass markets revenue compared to 27% a year ago.

In the second quarter, we continue to see encouraging signs in our small business unit, which reported improved revenue and access line trends. We are seeing a good take rate from our bundled services and we have plans in this channel to increase our partner distribution.

As a reminder, the small business represents about 20% of mass markets total revenue or a little more than 900 million annually. Mass market segments income of $622 million declined 4% year-over-year and 1% sequentially. Segment margin of 53.5% improved 250 basis points compared to second quarter of last year and 50 basis points sequentially.

In the quarter, total expense has declined 13% from the second quarter of 2009, driven by fewer employees, lower bad debt and reduced wireless cost.

Our quarterly subscriber results are shown on slide 12. As expected, access line losses and broadband additions were partially impacted by seasonally in the second quarter. The 11.7% rate of access line loss is consistent with the first quarter. The absolute number of net disconnects improved by 13% compared to second quarter of 2009.

We continue to grow the revenues from customers we retain. Consumer ARPU improved during the quarter to more than $62, up 7% compared to second quarter of 2009.

We also continue to expand our Fiber to the Node footprint. Services are now available to more than 4 million residential households. In the quarter, we added 52,000 new subscribers on fiber services and we now serve more than 500,000 broadband cyber subscribers.

Fiber to the Node additions was offset by a decline in Legacy DSL. With the no DSL footprint, we are retaining existing customers at a better pace than a year ago and loss of existing customers to competition is modestly improved from a year ago. However, growth additions in our DSL footprint areas have been soft and that’s where we are focused.

We have launched a new promotional campaign with stronger introductory pricing. The campaign is focused on a full internet service, including wireless, security and technical support. Since the launch, call volumes and orders have increased measurably. It’s still early, but we are also seeing increased activity in our online ordering through Qwest.com. Our expectation is to deliver improved high-speed internet subscriber additions in the third quarter.

In the quarter, video subscriber based was flat. The seasonal influences, such as the NFL package, we expect to resume growth in the second quarter.

Our wireless business had strong performance in the quarter and reached nearly 1 million subscribers.

We increased the number of Qwest bills, Verizon wireless users by 60,000.

In closing, I am pleased with our financial results in the quarter and I believe we have the right plans in place to stimulate the growth drivers of the business. I continue to be highly confident that we will deliver improved revenue comparisons in the second half. I look forward to updating you on the next call.

Now, I’ll turn it over to Joe.

Joe Euteneuer

Thanks, Teresa. Good morning, everyone and thank you for joining us today. I’m pleased that we delivered another quarter of strong financial performance. The top-line trend is encouraging and we are on track to meet our revenue improvement goal in 2010.

Adjusted EBITDA margin expansion accelerated from the first quarter.

Our free cash flow generation was strong in the quarter and we continued to improve our financial flexibility.

Now, let’s start by turning to the income statement on slide 14. In the second quarter, consolidate net operating revenues of $2.9 billion declined 5% compared to the prior year. Excluding the impact of the wireless transitions, revenues declined 4%. As Teresa noted, the improved year-over-year comparison is due to stronger results in each segment.

Second quarter revenue declined 1% sequentially. Consolidated strategic services revenue grew 6% compared to the year ago quarter. Strategic services are a larger contributor in each of our segments as we shift to fiber-based initiatives and IP solutions.

In the quarter, strategic revenue grew to 38% of total revenue, from 34% a year ago. We continue to maintain a disciplined approach to the bottom line.

Total operating expenses declined 7% from the prior year. The improved operating costs are driven by our ongoing efforts to increase operating efficiency through workforce optimization, declines in facility cost volumes, reduction in bad debt and process improvement. Operating expenses increased 1% sequentially. The increase in the quarter was due to a merger related cost of 27 million.

Adjusted EBITDA was 1.1 billion for the quarter, which was flat from a year ago and down 3% from the first quarter. The adjusted EBITDA margin of 37.3% expanded 200 basis points year-over-year. This is an improvement from the 180-basis point increase in the first quarter.

Moving on to slide 15, we continue to strengthen the balance sheet in the second quarter and improve our financial flexibility. We ended the second quarter with net debt of 11.3 billion. This is an improvement of a $1 billion from the second quarter of 2009 and nearly 400 million from first quarter.

Cash plus short-term investments held steady at 1.8 billion.

Net debt to annualize adjusted EBITDA was 2.6 times at the end of the quarter. This is the lowest leverage ratio for the company since 1999.

Last month, we launch a tender offer for 1.3 billion in convertible notes, which is scheduled to expire on August 12.

On slide 16, you will see that we have achieved 2 billion of our 3.5 billion debt reduction objective, which expect to complete in the first quarter of 2011. In total, the $3.5 billion reduction will lower our annual interest expense by 200 million and represent a 12 to 13% improvement to annual free cash flow. This also equates to $0.07 per diluted share in annual earnings or approximately 20% of our 12-month trailing EPS.

Now, let’s turn to slide 17, which shows details on adjusted free cash flow and capital expenditures. A focus on profitable revenues and diligence in re-expense management produced strong adjusted free cash flow of 609 million in the quarter. We continue to focus our capital spending on funding key broadband initiatives.

Capital expenditures were 330 million compared to 348 million in the second quarter of 2009, and 387 million last quarter.

In the quarter, DFOs improved slightly year-over-year to 38.3 days. Our collections staff continues to exceed expectations, and we saw another sequential improvement in bad debt expense.

Before I close with a discussion of our outlook, I would like to update you on our returns on invested capital on slide 18. Cumulative return on invested capital for the last 12 months improved 60 basis points compared to the previous 12 months. This reflects steady net operating profit after tax, while our asset-based declined. In fact, net TP&E is down 700 million year over year.

Now, let’s turn to our guidance on slide 19. For the near term, we continue to see a stable outlook for business markets. Revenue could begin to improve in the second half of the year, if we see improvements in the economy.

In wholesale, our goal is to continue to report improving year-over-year rates of decline. In the short run, mass markets revenue will continue to follow access line trends that are partially offset by increased ARPU from growth and high-speed Internet subscribers.

Mass markets are expected to report better revenue comparisons over the course of the year due to the declining impact from the wireless transition. And as a reminder, we will be past the comparison issues on wireless when we get to the fourth quarter.

Our goal continues to be to reduce reported year-over-year consolidated revenue declines to a low to mid-single digit rate by the fourth quarter of this year.

We continue to expect adjusted EBITDA to be in the range of 4.3 to 4.4 billion. We expect steady to improving margins in 2010 compared to 2009. And as a reminder, we do have some seasonality in our EBITDA results due to increase network spending in warmer months.

The outlook for capital investment is 1.7 billion or less. We may use lease financing in 2010 for some portion of this capital spending as we did in 2009. Our capital spending program reflects our opportunity in fiber to the node and our continued investment in fiber to node on an integrated basis. We will maintain a keen focus on both improvement the top-line and mining operating efficiencies while balancing investment in the business to produce adjusted free cash flow of 1.5 to 1.6 billion for the full year of 2010.

As we stated last quarter, we do not expect to make any funding contributions to the pension plan in 2010. And our current expectation is that we will not have any required funding in 2011 as well. We continue to expect to pay cash taxes of approximately 2% this year.

As we noted in the CenturyLink merger announcement, it is our current expectation that we will continue to pay a quarterly dividend of 0.08 per share through the close of the transaction. The merger agreement requires the company to coordinate with CenturyLink on the dividend dates. As a result, the timing of future dividends may deviate from past dates due to this requirement.

In closing, I would like to reiterate how pleased I am with our results this quarter. We are confident that we will come continue this momentum throughout the year.

With that I’ll turn the call back over to the operator and we’ll open the line for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first Question comes from James Ratcliffe from Capital. Your line is open.

James Ratcliffe – Barclays Capital

Good morning. It’s James Ratcliffe, Barclays Capital. Thanks for taking the question. If we could talk about broadband for a second and consumer in general, I’m wondering if you could break out how much of the ARPU gains your seeing or driven by increased bundling versus the pricing trends your seeing for each of the individual products. And also the general broadband environment you’re seeing, net ads down year-over-year, if that’s a share issue or something you’re seeing industry wide. Thanks.

Teresa Taylor

Okay. James, this is Teresa. I’ll start maybe with what we are seeing industry wide. So, our pressure point right now is in our Legacy DSL for the ATM footprint area, which is slower speeds, and what we’re not seeing is growth additions, so new ads coming in.

So, churn is looking good. The competitive churn is actually down, but there’s not a lot of new activity coming in from the top, if you think of it in that way.

While our broadband, for the FTTN footprint is doing very well. So, we’re very pleased with how that continues to grow, the penetration is growing there and that’s where you see the price increases, right, because as you move up in the speed, you pay more per month.

The other area that we’re having success is what we call the value add services. So, one example is the product we have called Qwest@Ease, which provides the different levels of technical support for your – in that services. We also do off-line storage for pictures or files, and so we continue to push that ARPU up by moving customers to higher speeds as well as adding value-added services onto their platform, their internet platform.

James Ratcliffe – Barclays Capital

And what you think in terms of voice ARPUs, (inaudible) there?

Teresa Taylor

The Ease standard voice (ph), you mean? Just like there –

James Ratcliffe – Barclays Capital

Yes, for standard voice. Yes.

Teresa Taylor

Yes, completely flat.

James Ratcliffe – Barclays Capital

Flat.

Teresa Taylor

Flat.

James Ratcliffe – Barclays Capital

Okay. Thank you.

Teresa Taylor

You’re welcome.

Operator

Thank you. Our next question comes from Simon Flannery of Morgan Stanley. Your line is open.

Simon Flannery – Morgan Stanley

Hi. Thanks very much. You guys can commentary on the status of the state approvals. I think you said 16 states have yet to move on the deal. Could you give us a little bit more color around what are the states you’re really focused on and what do the timeline look? Is this going to be moving into a sort of – right up to the middle of ‘11 or is it sort of potentially a spring ‘11 type deal.

And then, Teresa, impressive productivity improvements continuing – can you talk about what’s up for the second half of the year in terms of further headcount or other productivity initiatives. Thanks.

Ed Mueller

Good morning, Simon.

Simon Flannery – Morgan Stanley

Good morning.

Ed Mueller

On the states, I think it’s a normal progression. We shouldn’t read it too much into the timing because the timing is really at this point set by how you get on your dockets. So, I think that’s the first thing, where we expect no problems in getting our states done.

I think a good target continues to be the first quarter like we’ve announced before for merger final agreements. The FCC clock is ticking, having the DOJ already in the camp six – six states already agreeing. I feel real confident that will do that. If we do that earlier, we’ll let you know us time goes on, but Century is driving it with our team. So, it’s a joint deal here.

Simon Flannery – Morgan Stanley

Great

Teresa Taylor

And then Simon, as far as – we’ve shared with you that we plan on hitting our EBITDA guidance. So, we’re right on track, very happy with where we are. We typically move into a little bit off expensed uptick in the summer months as John indicated, so it ends up being the last half of second quarter and the first half of third quarter, is where we see that. But we’re right on track on where we want to be and I’m confident that we’ll stay within our guidance that we’ve given you on the EBTIDA side.

Simon Flannery – Morgan Stanley

Okay. Thank you.

Operator

Thank you. Our next question comes from David Barden of Bank of America. Your line is open.

David Barden – Bank of America

Thanks, guys. Just first, Joe, could you kind of remind us a little bit with a 1 billion of free cash flow in the first half of the year, kind of maintaining the guidance for 1.5 to 1.6, what are the changes in the run rate cash generation that we should be expecting in the second half that’s going to kind of trim the run rate there to get down in the guidance range. And then second, just in the revenue this quarter, other revenue seem to be the big outlier, I was wondering if you could just address kind of what change there to kind of and what margin implication it had as well. Thanks.

Joe Euteneuer

So, let me ask you the last one was basically USF and that we had zero impact to the margin because it’s sort of in at the top and then at the bottom, so no change there. And in regards to free cash flow generation, the reason we stay on our guidance is really no different than last year in the sense that our capital expenditures have tendency to be a little backend loaded and it’s just, if you recall with all of the Fiber to the Cell contracts we have, those continued to put additional contracts on towards the latter part of last year, which when you think about billing those out, we have construction going now through 2012 to complete just the contracts we have under contract. So that’s really why our free cash flow will not change from our guidance

David Barden – Bank of America

And if I could just follow-up real quick, Joe, on lease financing, kind of what you have you committed to in the second quarter incrementally and kind of what is your target for the year in using that approach?

Joe Euteneuer

Yes. So, I mean last year we did roughly about 100 million in lease financing and I would think that were pretty close to that for this year, give or take. So, I think we’re right on about the same level without much deviation.

David Barden – Bank of America

Perfect. Thanks, guys.

Joe Euteneuer

Yes.

Operator

Thank you. Our next question comes from Jason Armstrong of Goldman Sachs. Your line is open.

Scott Goldman – Goldman Sachs

Hey, good morning, guys. It’s Scott Goldman (ph), I’m for Jason. Just wanted to go back to broadband for a second, obviously, we’ve seen across the industry that net ad had been down quite a bit from first quarter numbers. Just wondering what you guys think maybe different this year than in prior years in terms of why seasonality may be a little bit stronger this year than past years.

And then also on FTTN, you guys obviously been doing well on that, it looks as though you’ve become a little bit more aggressive on the pricing, just wondering what the rationale is that something that’s targeted really a DOCSIS rollout within your territory or are you using that maybe more cable competition may not be as great at this point in time

Teresa Taylor

Okay. So, the seasonality we have seen uptick in the mover area and then we’ve also seen uptick in a complete disconnect, which is a little different than I would say in the past. And there’s a couple of theories around that, are people going for wireless, are they just slapping broadband completely for economic reasons, but clearly in the second quarter of this year compared to last year, the moving activity is up and there’s where you see a lot of movement between all the companies, either people don’t connect to them right away – they go through a period of nothing, having no service at all or that’s where the cable companies and ourselves battle out who gets there first. So, a lot of moving activity, that’s what I would attribute that to.

As far as the FGTM (ph) footprint, you are correct. We are aggressively fighting the competition there. We plan to keep doing that. We do have some promotional short-term pricing in the market right now. But more importantly we’re really focused on expanding what you get from our internet service. So, you get wireless with it, you get security, you get the value-added services and so we’re really trying to move ourselves into a full suite of products rather than just plain old broadband

Scott Goldman – Goldman Sachs

Okay. Just to follow-up on that. In terms of third quarter, I know you said you hope to kind of get back to all that higher numbers in third quarter, we saw AT&T while we’re DSL pricing yesterday. Do you have any promotions planned, maybe even geared towards the back to school and then how that ties in to kind of what we’ve seen with housing with the tax credit expiring maybe contributing to that uptick and movers, and what impact that may have in the third quarter as that expired.

Teresa Taylor

Yes. So, we did put some promotional pricing in, I believe starting in June, and both into the Legacy DSL market as well as the FTTN market and that’s what I was commenting on in my piece that we’ve seen activity with already and that’s why I feel that our third quarter net tabs will be up compared to second quarter.

Joe Euteneuer

The back-to-school season is typically one when you have a promotion out there, it does pretty well.

Scott Goldman – Goldman Sachs

Okay, great. Thanks, guys.

Joe Euteneuer

Yes.

Operator

Thank you. Our next question comes from John Hodulik from UBS. Your line is open.

John Hodulik – UBS

Okay, thanks. Just quickly on the business market. It looks like we may have had the soft patch in the economy here, any suggestion that the improvement that we’ve been seeing could stall our or along with any changes in the competitive environment that part of market you’re seeing?

Teresa Taylor

Well, John, no change in the competitive market. Everybody’s still in the same place. But I would call it stable right now in that it’s not improving in the way, I think, everyone had hoped, but it’s not declining. So, it’s fairly stable and somewhat then the recovery, I think, is being dragged out a little bit. That’s what we’re seeing far beyond – the fact is unemployment is still a driver in this. Unemployment isn’t changing and the businesses.

John Hodulik – UBS

Right. Okay, thanks.

Operator

Thank you. The next question comes from Michael Rollins from Citi Investment Research. Your line is open.

Michael Rollins – Citi Investment Research

Hi. Good morning. Thanks for taking the questions. So, just to follow-up on the cost side, as you think of the longevity of the success you’ve had a few years now where you’ve been able to generally maintain EBITDA pre-pension changes relative to some meaningful declines in revenue. And as you looked out maybe not just over the six months, but if we think more 18 months to 36 months, how do you think about the opportunity for Qwest to sustain that level of productivity in taking cost out relative to the revenue and maybe either some numbers or some arithmetic you could help us think about in terms of what every dollar or revenue can mean in terms of cash change. Thanks

Joe Euteneuer

Yes, sure. I mean look, Mike, we’ve done a couple of things. One is we’ve committed to this sort of consistent EBITDA and free cash flow and we’ve maintained a very balanced approach and discipline to achieving that. So, we have talked here (ph) and we’ve recast our numbers on the segment reporting to show you a better opportunity to see variable cost versus raw call fixed or semi-fixed, and we continue to do things like balance, workforce to workload, continue to put things out to bid, continue to figure out better ways to operate more efficiency and perform better.

So, I think we feel very, very confident about the next 18 or 24 months. We feel that we’re going to maintain the goals that we’ve set for ourselves, and we are clearly focus on the top-line and if you look at the top-line results, our churn performances, some of the best we’ve ever had and it’s really focused now on trying to get that next new customer and while we continue to try to grow the ARPU of the existing customers.

Michael Rollins – Citi Investment Research

Great. Thanks very much.

Ed Mueller

Okay.

Operator

Thank you. Our next question comes from Tim Horan from Oppenheimer. Your line is open.

Timothy Horan – Oppenheimer & Co. Inc.

Thanks, guys. Good quarter. Maybe can you comment on when you think you could get back to positive revenue growth. I’m sure it’s going to be tied to access line trends. And related to that access line trends, I think I’m hoping to see a little bit more of an improvement here. You think the price discount for the low end with the prepaid guys and we’re seeing a little bit more of that yesterday, are you seeing a little bit more of an impact from those guys? Thanks.

Teresa Taylor

Good morning, Tim. This is Teresa. So, the prepaid node (ph), we’re not seeing the impact of that in the wire line side of (inaudible). The wire line trend is just more people just don’t need that phone line in their home anymore. They using alternative. And then as far as the revenue, what we’ve committed to right now is to slow that decline and that’s what we’re focus on for this year – how the fourth quarter ends will then give us a view when it’s appropriate to show you into 2011.

Joe Euteneuer

I think it’s in inflection point, Tim. I mean look we’re going to hit that guidance, which I think a lot of people thought might have been a difficult thing to do. And so as we hit that guidance in the fourth quarter, the real question is sort of what is the inflection point at the bottom of the U, where it turns back up. And so in one of the begging quarters of 2011 or does it tail out a little longer, that we’re working very, very hard to see what that might be. But we feel very, very confident that we’re going into the right direction and that they had inflection point is within our grasp.

Timothy Horan – Oppenheimer & Co. Inc.

And those numbers look great. And then just on the cable front, sorry to be the dead horse here, but it could be that on the full share, cables may be picking up a touch more market share and it’s hard for you guys to measure that. And could you maybe talk about where cable is in terms of their average speeds and versus yours and maybe what percentage of your territory do you think they’ve upgraded the DOCSIS 3.0 or well, just to give us a sense to where we’re at in the process.

Teresa Taylor

Okay. Tim, so they continue to build in our territory. There’s no question about that. So, right now, DOCSIS 3.0 is in about 60% of our footprint, so it’s significant and it’s in our all of our large markets and they continue to invest there. So, we continue to battle with them and it’s every day, we fight it out with the cable company to win the customers and our challenge is to get the new subscribers in. So, we’re not just turning between each other, but as people want to come in to a new speed or a new space so we can grab that before they do.

Joe Euteneuer

And you got to think, Tim that the majority of these customers are in sort of that sweet spot of that seven and 10 and not trying to get a 100. So, you got think about the mass populous, so I think we’re in good stead. And remember the one key thing that has delivered us results everyday is our workforce out there and the quality of the service that they’re providing both on the phone and in the home in getting people connected and that continues to pay dividends to us and you can see it in the reflection of our churn rates.

Timothy Horan – Oppenheimer & Co. Inc.

Thanks, guys.

Teresa Taylor

You’re welcome.

Operator

Thank you. Our next question comes from Frank Louthan from Raymond James. Your line is open.

Mike Chacha – Raymond James

Good morning. This is Mike Chacha for Frank. Thanks for taking the questions. First off, the video was a little light. Could you give us some additional color on what was going on there? And then secondly, can you give us an update on your data center business? Have you seen any uptick there? And do you have any expansion plans for the next six to 12 months? Thanks.

Teresa Taylor

Okay. So, Mike, so DirectTV, we pretty much follow DirectTV. They have no rest time, we have a rest time. And they did have a challenging second quarter also when competing with DISH. They’re both – the market with some pretty aggressive promotions on Life Times (ph) and HD and all of type of things. So, as a reseller, we pretty much follow their pattern.

As I mentioned in my comments, typically what will happen now as we move into the NFL package and pushing all that, we’ll see an uptick. So, we follow the same trend that we always have. Tell me again what you’re second question was.

Joe Euteneuer

Hosting.

Mike Chacha – Raymond James

Hosting, yes.

Joe Euteneuer

Our hosting did – we did put on a new facility back in the fourth quarter that we continue to build out and fill up and we fill clearly have plans in hosting and it has been performing, continue to put on customers et cetera. So, we are working at plans to continue to try to drive that business because it has been well for us.

Mike Chacha – Raymond James

Great. Thanks.

Kurt Fawkes

Matthew, we’ll take two more questions.

Operator

Okay. Our next question comes from Peter Rhamey from BMO Capital Markets. Your line is open.

Peter Rhamey – BMO Capital Markets

Yes, thanks for taking the question. I’ve got two. On the Fiber to the Node footprint, it looks like the footprint has slowed in terms of coverage this quarter. I was wondering what it would take to accelerate that build, and whether you’re constrained by marketing with respect to that product in the market.

Teresa Taylor

All right. Peter, it did swell. I’m not sure what number we hit up, but we didn’t fall at all actually in building the footprint.

Ed Mueller

Right.

Teresa Taylor

And in fact, the number of subs going into footprint has grown to, so we’re very happy with our FGTN plans. And what drives that footprint is capital, so our building and how fast we do that and we’re actually ahead of schedule and feel very confident on our commitments we’ve made there.

Joe Euteneuer

We’ve maintained a very balance approach in the deployment of Fiber to the Node. I think the good news for us is as the result of Fiber to the Cell, we’ve been much more strategic, much more integrated in getting a far better return on our capital investment by doing it on an integrated basis. So, it hasn’t slowed at all and we plan on meeting our targets as we set out for the beginning of the year.

Peter Rhamey – BMO Capital Markets

Okay, very good. And the second question would be on the pension accounting. For the first time in your disclosure, you mentioned that $70 million reduction in pension expansion non-cash. I was wondering whether that was in your original guidance or is that incrementally new information for us.

Joe Euteneuer

(Inaudible).

Ed Mueller

Yes, that was on our original guidance. That’s the manual number.

Peter Rhamey – BMO Capital Markets

Very good. Thank you.

Joe Euteneuer

You’re welcome.

Operator

Thank you. And our next question is from Rick Larson from Piper Jaffray. Your line is open.

Chris Larsen – Piper Jaffray

Hey, it’s Chris. My dad is not on the line today, but a couple questions for you. Fiber to the Cell, you announced a number of big deals earlier this spring. Anything else you can share there? Continued progress?

And then secondly on special access, historically, I think you guys have been fairly neutral on that in terms of your costs and revs were fairly matched. Are you still at that level? I know Arizona denied you a second time there. Wondered where you stand and maybe any thoughts on where the FCC might be heading on that. Thanks.

Teresa Taylor

Okay, Chris. Fiber to Cell, we’re happy with those results. We continue to sign incremental new contracts and it’s going quicker. Our challenge is how fast can we build and we’ve got all hands on deck to dig the ditches and lay fiber and get that done. So, we’re very excited about those results.

And then special access, we’re still 50/50. And we’re always disappointed in Arizona response to us on that topic, but we’ll keep trying.

Chris Larsen – Piper Jaffray

All right. Thank you.

Kurt Fawkes

You’re welcome. Okay, if that goes going to conclude our call. Give us a call in Investor Relations, if you have any follow-ups. And again, I know you all have a very busy day today, so we do appreciate again you’ve taken time to spend with us this morning and we’ll talk to you soon.

Operator

Ladies and gentleman, thank you for your participation on today’s conference. This does conclude the program and you may now disconnect.

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