MONROE, La., May 5, 2011 /PRNewswire/ -- CenturyLink, Inc. (NYSE: CTL) announces operating results for first quarter 2011.

(Logo: http://photos.prnewswire.com/prnh/20090602/DA26511LOGO)

    --  Added more than 52,000 high-speed Internet customers during the quarter,
        and ended the quarter with 2,446,000 high-speed Internet customers.
    --  Reduced access line losses by 13.6% compared to fourth quarter 2010 and
        15.2% compared to first quarter 2010.
    --  Generated free cash flow (see Note 2 below) of $528 million in first
        quarter 2011, excluding special items of $35.4 million.
    --  Completed fourth successful billing conversion for Embarq properties
        during first quarter 2011, and on track to complete final conversion in
        third quarter 2011.  Expect to achieve approximately $375 million in
        annual run rate synergies by year end 2011 related to the Embarq
        acquisition.






     First Quarter Highlights (1)    Quarter Ended   Quarter Ended
     ----------------------------    -------------   -------------
     (Excluding special items
      reflected in the attached
      financial schedules)                   3/31/11         3/31/10 % Change
     --------------------------              -------         ------- --------
     (In thousands, except per share
      amounts and subscriber data)
     -------------------------------
     Operating Revenues                $1,695,719      $1,800,426      (5.8)%
     ------------------                ----------      ----------      -----
     Operating Cash Flow (2)             $868,287        $934,881      (7.1)%
     -----------------------             --------        --------      -----
     Net Income                          $233,175        $279,226     (16.5)%
     ----------                          --------        --------     ------
     Diluted Earnings Per Share              $.76            $.93     (18.3)%
     --------------------------               ---             ---     ------
     Average Diluted Shares
      Outstanding                         304,479         299,997        1.5%
     ----------------------               -------         -------        ---
     Capital Expenditures                $210,591        $167,180       26.0%
     --------------------                --------        --------       ----
     Access Lines                       6,397,000       6,913,000      (7.5)%
     ------------                       ---------       ---------      -----
     High-Speed Internet Customers      2,446,000       2,306,000        6.1%
     -----------------------------      ---------       ---------        ---



           First Quarter Highlights relate solely to legacy CenturyLink,
           Inc. operations. For information on first quarter consolidated
           results of Qwest Communications International Inc., which
           CenturyLink acquired April 1, 2011, see "Qwest Results" section
    (1)    later in this press release.
           Free Cash Flow and Operating Cash Flow are non-GAAP financial
           measures. Definitions of these measures and reconciliations to
           comparable GAAP measures are included in the attached financial
    (2)    schedules.



    "CenturyLink's first quarter results reflect the expected loss of
     legacy revenues but also significant positive trends. We achieved
     continued progress in improving our top line revenue trend,
     successfully integrating and operating the Embarq properties, slowing
     the rate of line loss in our business and meeting customer demand for
     high-speed Internet and high-bandwidth services," Glen F. Post,
     III, chief executive officer and president, said. "I believe the
     recently completed Qwest transaction and the pending Savvis
     acquisition significantly enhance CenturyLink's position as a global
     communications leader and strengthen our ability to drive long-term
     shareholder value."

Operating revenues for first quarter 2011 were $1.70 billion compared to $1.80 billion in first quarter 2010. The revenue decline was primarily due to the impact of access line losses and lower access revenues, including the anticipated impact of lower universal service fund receipts and wireless and long distance traffic migration. These decreases more than offset revenue increases driven by growth in high-speed Internet customers, data services demand from business customers and data transport demand from wireless providers.

Operating expenses, excluding special items, decreased to $1.20 billion from $1.22 billion in first quarter 2010, driven by lower transport costs due to the migration of legacy Embarq long distance traffic to our internal IP network and lower personnel-related costs. These decreases were partially offset by higher costs associated with the expansion of CenturyLink(TM) Prism(TM) TV into additional markets.

Operating cash flow, excluding special items, decreased to $868.3 million from $934.9 million in first quarter 2010. For first quarter 2011, CenturyLink achieved an operating cash flow margin, excluding special items, of 51.2% versus 51.9% in first quarter 2010.

"The addition of more than 52,000 high-speed Internet subscribers, expansion of CenturyLink's Prism(TM) TV service to additional markets and growing demand for Ethernet and data transport services helped drive strategic revenue growth of 7% in the first quarter this year versus last year," Post said. "Customer demand for bandwidth intensive services continues to increase, and CenturyLink continues to focus on delivering high-quality, reliable broadband services to meet this growing demand."

Net income, excluding special items, was $233.2 million in first quarter 2011 compared to $279.2 million in first quarter 2010. Diluted earnings per share, excluding special items, was $0.76 for first quarter 2011, an 18.3% decrease from the $0.93 reported in first quarter 2010.

Under generally accepted accounting principles (GAAP), net income for first quarter 2011 was $211.1 million compared to $252.6 million for first quarter 2010, and diluted earnings per share for first quarter 2011 was $0.69 compared to $0.84 for first quarter 2010.

First quarter 2011 net income and diluted earnings per share reflect after-tax integration and severance related costs associated with the Embarq acquisition of $18.4 million ($0.06 per share) and $3.7 million ($0.01 per share) of after-tax costs related to transaction and integration costs associated with the Qwest acquisition.

First quarter 2010 net income and diluted earnings per share reflect after-tax integration and severance related costs associated with the Embarq acquisition of $22.7 million ($0.07 per share) and a $4.0 million ($0.01 per share) income tax charge due to a change in the treatment of Medicare subsidy receipts.

Outlook for 2011. Including CenturyLink's first quarter 2011 results, the combined CenturyLink and Qwest operations prospectively from April 1, 2011, and excluding the effects of any special items that may occur, CenturyLink expects the following for full year 2011:



    Operating revenues         $14.9 to $15.1 billion

    Diluted earnings per share         $2.55 to $2.65
    Capital expenditures         $2.2 to $2.3 billion

On a pro forma basis for 2011 giving effect as if the Qwest merger had occurred effective January 1, 2011, CenturyLink expects the following for full year 2011:



    Pro forma operating revenues         $17.6 to $17.8 billion
    Pro forma diluted earnings per share         $2.55 to $2.65
    Pro forma capital expenditures         $2.6 to $2.7 billion

For second quarter 2011, including the impact of the Qwest operations beginning April 1, 2011 and the estimated impacts from the application of business combination accounting rules outlined below, CenturyLink expects total revenues of $4.40 to $4.43 billion and diluted earnings per share of $0.63 to $0.67.

All 2011 outlook figures included in this release exclude the effects of special items, future changes in regulation, integration expenses associated with the Embarq acquisition, transaction and integration expenses associated with the Qwest and Savvis acquisitions, any changes in operating or capital plans and any future mergers, acquisitions, divestitures or other similar business transactions.

The outlook information provided above also includes the following estimated non-cash impacts that the application of business combination accounting rules are currently expected to have on the combined company's financial results for the second quarter and full year 2011.



                                                          Full year
                                            2Q 2011       2011
                                            -------      ----------

    Reduction of interest expense as a
     result of
    adjusting Qwest's debt to fair value    $78 million  $219 million

    Reduction to operating revenues and
     operating
    expenses due to the elimination of
     certain deferred
    revenues and related costs and the
     elimination of
    arms length transactions between
     CenturyLink
    and Qwest that will be subject to
     elimination:
              Operating revenues reduction  $63 million  $184 million
              Operating expense reduction   $47 million  $136 million

    Reduction in pension and
     postretirement operating
    expenses due to remeasuring the
     related benefit
    obligations to fair value and
     eliminating existing
    unrecognized actuarial losses           $14 million   $42 million

    Increased depreciation and
     amortization
    associated with the establishment of
     customer
    list intangible asset                   $93 million  $273 million

All of the above impacts are non-cash items. The actual fair values assigned to these items may change significantly from the estimates provided herein upon finalization of the fair value assignments.

All of the assets and liabilities of Qwest will be assigned a fair value pursuant to business combination accounting rules. The above adjustments do not include any estimated income statement impact for significant assets such as property, plant and equipment, capitalized software and certain other intangible assets since the fair value assignment process for these assets is in the preliminary stages. The related income statement impact of items not included in the above table may be significant to our results of operations for the remainder of 2011 and may be significantly different than what we have currently included in our outlook information for second quarter 2011 and full year 2011.

Qwest Results. The acquisition of Qwest Communications International Inc. was effective April 1, 2011. To assist the investment community in tracking Qwest's financial and operating trends, the Company is providing below, separate from CenturyLink's reported results, selected first quarter 2011 Qwest consolidated financial and subscriber information.

For first quarter 2011, Qwest's operating revenues were $2.85 billion, a 4.1% decline from $2.97 billion in first quarter 2010. Strategic services revenues grew primarily due to increases in Qwest IQ Networking and data transport services, as well as higher broadband revenues driven by subscriber growth and an improving mix of higher speed broadband services. These increases were more than offset by a decline in legacy service revenue associated with access line losses, along with lower data integration revenues. Operating cash flow, excluding special items, was $1.13 billion, in line with the $1.12 billion in first quarter 2010. Qwest's operating cash flow margin, excluding special items, for first quarter 2011 was 39.6%, compared to 37.9% in first quarter 2010. Qwest experienced more than a $130 million decrease in total operating expenses in first quarter 2011 compared to first quarter 2010, primarily due to lower personnel-related and selling expenses.

Operating income, excluding special items, for first quarter 2011 was $593 million, a 2.4% increase over the $579 million for the same period in 2010. Operating income margin, excluding special items, was 20.8% for first quarter 2011 versus 19.5% in the year earlier quarter. Net income, excluding special items, for Qwest was $220 million in first quarter 2011, compared to $200 million in first quarter 2010.

Qwest added approximately 46,000 high-speed Internet subscribers during first quarter 2011 and served approximately 3.0 million high-speed Internet subscribers as of March 31, 2011. Qwest ended the quarter with approximately 8.6 million access lines in service, experiencing access line losses of 223,000 lines during the first quarter, representing a 2.5% sequential decline and a year-over-year access line decline of 10.7%.

Qwest invested approximately $410 million in capital investments during first quarter 2011 and generated adjusted free cash flow (defined as net cash provided by operating activities less capital expenditures plus merger-related costs) of $374 million for the quarter.

These results are included in a supplemental schedule attached hereto and are also available on the CenturyLink's investor relations Web site at ir.centurylink.com.

Qwest Communications International Inc. and its wholly-owned regulated subsidiary, Qwest Corporation, intend to file with the Securities and Exchange Commission ("SEC") quarterly reports on Form 10-Q for the quarter ended March 31, 2011 on the same day that CenturyLink files its 10-Q report for first quarter 2011.

Under generally accepted accounting principles (GAAP), Qwest's net income for first quarter 2011 was $211 million compared to $38 million for first quarter 2010.

First quarter 2011 net income reflects after-tax costs of $9 million related to realignment, severance and merger related expenses.

First quarter 2010 net income reflects after-tax costs of $162 million due to an income tax charge associated with a change in the treatment of Medicare subsidy receipts, the loss on the early retirement of debt and realignment and severance related expenses.

Integration Update. During first quarter 2011, CenturyLink incurred pre-tax severance and integration costs of $29.6 million related to the Embarq acquisition and $5.9 million related to the Qwest transaction.

Additionally, the billing and customer care systems conversion for legacy Embarq customers in Florida was recently completed. CenturyLink has now converted approximately 75 percent of the legacy Embarq customers and expects to complete the final legacy Embarq customer conversion during the third quarter of 2011.

CenturyLink exited first quarter 2011 having achieved an annualized synergy run rate of approximately $350 million with respect to the Embarq acquisition. The Company continues to expect to achieve approximately $375 million in annual run rate synergies from the Embarq acquisition by year end 2011.

Savvis Transaction. On April 27, 2011, CenturyLink and Savvis, Inc. (Nasdaq: SVVS) announced that their boards of directors approved a definitive agreement under which CenturyLink will acquire all outstanding shares of Savvis common stock in a cash and stock merger. Savvis shareholders will receive, for each share of Savvis common stock they own at closing, $30 per share in cash and $10 in CenturyLink shares, subject to adjustment in the manner described in our previous SEC filings, if our average stock price at closing is less than or equal to $34.42. The merger is expected to close in the second half of 2011, subject to various closing conditions.

Reconciliation to GAAP. This release includes certain non-GAAP financial measures, including but not limited to operating cash flow, free cash flow, adjustments to GAAP measures to exclude the effect of special items and certain pro forma combined operating results. In addition to providing key metrics for management to evaluate the Company's performance, we believe these measurements assist investors in their understanding of period-to-period operating performance and in identifying historical and prospective trends. Reconciliations of non-GAAP financial measures to the most comparable GAAP measures are included in the attached financial schedules. Reconciliation of additional non-GAAP financial measures that may be discussed during the earnings call described below will be available in the Investor Relations portion of the Company's Web site at www.centurylink.com. Investors are urged to consider these non-GAAP measures in addition to, and not in substitution for, measures prepared in accordance with GAAP.

Investor Call. As previously announced, CenturyLink's management will host a conference call at 10:30 a.m. Central Time today. Interested parties can access the call by dialing 866.244.4637. The call will be accessible for replay through May 11, 2011, by calling 888.266.2081 and entering the conference ID number 1522944. Investors can also listen to CenturyLink's earnings conference call and replay by accessing the Investor Relations portion of the Company's Web site at www.centurylink.com through May 25, 2011.

Forward Looking Statements

Certain non-historical statements made in this release and future oral or written statements or press releases by us or our management are intended to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the timing, success and overall effects of competition from a wide variety of competitive providers; the risks inherent in rapid technological change; the effects of ongoing changes in the regulation of the communications industry (including those arising out of proposed rules of the Federal Communications Commission (the "FCC") regarding intercarrier compensation and the Universal Service Fund and the FCC's related Notice of Proposed Rulemaking released on February 8, 2011); our ability to effectively adjust to changes in the communications industry and changes in the composition of our markets and product mix caused by our recent acquisitions of Qwest and Embarq; our ability to successfully integrate the operations of Qwest and Embarq into our operations, including the possibility that the anticipated benefits from these acquisitions cannot be fully realized in a timely manner or at all, or that integrating the acquired operations will be more difficult, disruptive or costly than anticipated; our ability to use the net operating loss carryovers of Qwest in projected amounts; the effects of changes in our allocation of the Qwest purchase price after the date hereof; our ability to effectively manage our expansion opportunities, including retaining and hiring key personnel; possible changes in the demand for, or pricing of, our products and services; our ability to successfully introduce new product or service offerings on a timely and cost-effective basis; our continued access to credit markets on favorable terms; our ability to collect our receivables from financially troubled communications companies; any adverse developments in legal proceedings involving us; our ability to pay a $2.90 per common share dividend annually, which may be affected by changes in our cash requirements, capital spending plans, cash flows or financial position; unanticipated increases or other changes in our capital expenditures; our ability to successfully negotiate collective bargaining agreements on reasonable terms without work stoppages; the effects of adverse weather; other risks referenced from time to time in this report or other of our filings with the Securities and Exchange Commission (the "SEC"); and the effects of more general factors such as changes in interest rates, in tax rates, in accounting policies or practices, in operating, medical, pension or administrative costs, in general market, labor or economic conditions, or in legislation, regulation or public policy. These and other uncertainties related to our business, our April 2011 acquisition of Qwest and our July 2009 acquisition of Embarq are described in greater detail in Item 1A to our Form 10-K for the year ended December 31, 2010, as updated and supplemented by our subsequent SEC reports. In addition, actual results could be affected by factors relating to our pending acquisition of Savvis, including but not limited to: the ability of the parties to timely and successfully receive the required approvals of regulatory agencies and Savvis' stockholders; the possibility that the anticipated benefits from the acquisition cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of Savvis' operations into our operations will be greater than expected; the ability of the combined company to retain and hire key personnel; and other risk factors and cautionary statements as detailed from time to time in each of our and Savvis' reports filed with the SEC. There can be no assurance that the proposed acquisition of Savvis will in fact be consummated. You should be aware that new factors may emerge from time to time and it is not possible for us to identify all such factors nor can we predict the impact of each such factor on the business or the extent to which any one or more factors may cause actual results to differ from those reflected in any forward-looking statements. You are further cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We undertake no obligation to update any of our forward-looking statements for any reason.

Additional Information and Where to Find It

In connection with the proposed transaction between CenturyLink and Savvis, CenturyLink plans to file with the SEC a registration statement on Form S-4 that will include a prospectus of CenturyLink that will also constitute a proxy statement of Savvis. CenturyLink and Savvis also plan to file with the SEC other relevant documents in connection with the proposed merger. The registration statement and the proxy statement/prospectus will contain important information about CenturyLink, Savvis, the proposed merger and related matters. Investors and security holders are urged to read the registration statement and the proxy statement/prospectus carefully when they are available. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by CenturyLink and Savvis through the web site maintained by the SEC at www.sec.gov. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by CenturyLink on CenturyLink' website at www.CenturyLink.com or by contacting CenturyLink Investor Relations at (318) 340-5627. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Savvis on Savvis' website at www.Savvis.com or by contacting Savvis Investor Relations at (314) 628-7433.

Participants in the Acquisition of Savvis

CenturyLink and Savvis and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Savvis in respect of the proposed merger. Information regarding CenturyLink's directors and executive officers is available in its proxy statement filed with the SEC by CenturyLink on April 6, 2011, and information regarding Savvis' directors and executive officers is available in its proxy statement filed with the SEC by Savvis on April 1, 2011. Other information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Savvis stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus described above when it is filed with the SEC. You can obtain free copies of these documents free of charge using the contact information above. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

CenturyLink is the third largest telecommunications company in the United States. The company provides broadband, voice and wireless services to consumers and businesses across the country. It also offers advanced entertainment services under the CenturyLink(TM) Prism(TM) TV and DIRECTV brands. In addition, the company provides data, voice and managed services to business, government and wholesale customers in local, national and select international markets through its high-quality advanced fiber optic network and multiple data centers. CenturyLink is recognized as a leader in the network services market by key technology industry analyst firms. CenturyLink's customers range from Fortune 500 companies in some of the country's largest cities to families living in rural America. Headquartered in Monroe, La., CenturyLink is an S&P 500 company and is included among the Fortune 500 list of America's largest corporations. For more information, visit www.centurylink.com.


                 CenturyLink, Inc.
         CONSOLIDATED STATEMENTS OF INCOME
     THREE MONTHS ENDED MARCH 31, 2011 AND 2010
                    (UNAUDITED)


                                 Three months ended March 31, 2011
                                 ---------------------------------

                                                                    As
                                                                adjusted
                                                 Less          excluding
                                As             special           special
     In thousands, except
      per share amounts     reported            items             items
                            --------            -----             -----

     OPERATING REVENUES
       Voice                    $745,203                          745,203
       Data                      498,078                          498,078
       Network access            233,562                          233,562
       Other                     218,876                          218,876
                               1,695,719              -         1,695,719
                               ---------            ---         ---------

     OPERATING EXPENSES
       Cost of services and
        products                 594,455         14,122    (1)    580,333
       Selling, general and
        administrative           268,419         21,320    (1)    247,099
       Depreciation and
        amortization             368,547                          368,547
                               1,231,421         35,442         1,195,979
                               ---------         ------         ---------

     OPERATING INCOME            464,298        (35,442)          499,740

     OTHER INCOME
      (EXPENSE)
       Interest expense         (131,545)                        (131,545)
       Other income
        (expense)                  6,480                            6,480
       Income tax expense       (127,742)        13,362    (2)   (141,104)


     NET INCOME                  211,491        (22,080)          233,571
     Less: Net income
      attributable to
      noncontrolling
      interests                     (396)                            (396)
                                    ----                             ----
     NET INCOME
      ATTRIBUTABLE TO
      CENTURYLINK, INC.         $211,095        (22,080)          233,175
                                ========        =======           =======

     BASIC EARNINGS PER
      SHARE                        $0.69          (0.07)             0.76
     DILUTED EARNINGS PER
      SHARE                        $0.69          (0.07)             0.76

     AVERAGE SHARES
      OUTSTANDING
       Basic                     303,832                          303,832
       Diluted                   304,479                          304,479

    DIVIDENDS PER COMMON
     SHARE                        $0.725                            0.725



                                     Three months ended March 31,
                                                    2010
                                       ----------------------------

                                                                   As
                                                                adjusted
                                                 Less          excluding
                                   As          special          special
     In thousands, except per
      share amounts            reported         items            items
                               --------         -----            -----

     OPERATING REVENUES
       Voice                     812,876                         812,876
       Data                      467,440                         467,440
       Network access            286,228                         286,228
       Other                     233,882                         233,882
                               1,800,426              -        1,800,426
                               ---------            ---        ---------

     OPERATING EXPENSES
       Cost of services and
        products                 619,105         12,424  (3)     606,681
       Selling, general and
        administrative           282,929         24,065  (3)     258,864
       Depreciation and
        amortization             353,162                         353,162
                               1,255,196         36,489        1,218,707
                               ---------         ------        ---------

     OPERATING INCOME            545,230        (36,489)         581,719

     OTHER INCOME (EXPENSE)
       Interest expense         (142,225)                       (142,225)
       Other income (expense)     10,500                          10,500
       Income tax expense       (160,548)         9,864  (4)    (170,412)


     NET INCOME                  252,957        (26,625)         279,582
     Less: Net income
      attributable to
      noncontrolling interests      (356)                           (356)
                                    ----                            ----
     NET INCOME ATTRIBUTABLE
      TO CENTURYLINK, INC.       252,601        (26,625)         279,226
                                 =======        =======          =======

     BASIC EARNINGS PER SHARE       0.84          (0.09)            0.93
     DILUTED EARNINGS PER
      SHARE                         0.84          (0.09)            0.93

     AVERAGE SHARES
      OUTSTANDING
       Basic                     299,413                         299,413
       Diluted                   299,997                         299,997

    DIVIDENDS PER COMMON
     SHARE                         0.725                           0.725




                                                               Increase
                                                              (decrease)
                                             Increase         excluding
                                             (decrease)        special
     In thousands, except per share              as
      amounts                                 reported           items
                                             ---------           -----

     OPERATING REVENUES
       Voice                                      (8.3%)           (8.3%)
       Data                                         6.6%             6.6%
       Network access                            (18.4%)          (18.4%)
       Other                                      (6.4%)           (6.4%)
                                                  (5.8%)           (5.8%)

     OPERATING EXPENSES
       Cost of services and products              (4.0%)           (4.3%)
       Selling, general and administrative        (5.1%)           (4.5%)
       Depreciation and amortization                4.4%             4.4%
                                                  (1.9%)           (1.9%)

     OPERATING INCOME                            (14.8%)          (14.1%)

     OTHER INCOME (EXPENSE)
       Interest expense                           (7.5%)           (7.5%)
       Other income (expense)                    (38.3%)          (38.3%)
       Income tax expense                        (20.4%)          (17.2%)

     NET INCOME                                  (16.4%)          (16.5%)
     Less: Net income attributable to
      noncontrolling interests                     11.2%            11.2%
     NET INCOME ATTRIBUTABLE TO
      CENTURYLINK, INC.                          (16.4%)          (16.5%)

     BASIC EARNINGS PER SHARE                    (17.9%)          (18.3%)
     DILUTED EARNINGS PER SHARE                  (17.9%)          (18.3%)

     AVERAGE SHARES OUTSTANDING
       Basic                                        1.5%             1.5%
       Diluted                                      1.5%             1.5%

    DIVIDENDS PER COMMON SHARE                      0.0%             0.0%


    SPECIAL ITEMS
       (1) -Includes integration and severance related costs associated
       with our acquisition of Embarq ($29.6 million) and integration costs
       associated with our acquisition of Qwest ($5.9 million).
       (2) - Income tax benefit of Item (1).
       (3) -Includes integration costs associated with our acquisition of
       Embarq ($21.5 million) and severance and related costs due to
       workforce reductions ($15.0 million).
       (4) - Income tax benefit of Item (3), net of a $4.0 million one-
       time charge to income tax expense as a result of a change in the tax
       treatment of Medicare subsidy receipts.



       CenturyLink, Inc.
       CONSOLIDATED BALANCE SHEETS
       MARCH 31, 2011 AND DECEMBER 31, 2010
       (UNAUDITED)


                                                              December
                                           March 31,             31,
                                                 2011               2010
                                                 ----               ----
                                                (in thousands)
      ASSETS
    CURRENT ASSETS
      Cash and cash equivalents              $269,659            172,943
      Other current assets                    871,077            970,186
         Total current assets               1,140,736          1,143,129
                                            ---------          ---------

    NET PROPERTY, PLANT AND
     EQUIPMENT
      Property, plant and equipment        16,516,985         16,329,244
      Accumulated depreciation             (7,868,405)        (7,574,768)
         Net property, plant and
          equipment                         8,648,580          8,754,476
                                            ---------          ---------

    GOODWILL AND OTHER ASSETS
      Goodwill                             10,260,640         10,260,640
      Other                                 1,851,502          1,879,853
          Total goodwill and other assets  12,112,142         12,140,493
                                           ----------         ----------

    TOTAL ASSETS                          $21,901,458         22,038,098
                                          ===========         ==========


      LIABILITIES AND EQUITY
    CURRENT LIABILITIES
      Current maturities of long-
       term debt                              $11,539             11,583
      Other current liabilities             1,061,468            999,459
          Total current liabilities         1,073,007          1,011,042

    LONG-TERM DEBT                          7,168,251          7,316,004
    DEFERRED CREDITS AND OTHER
     LIABILITIES                            4,001,593          4,063,893
    STOCKHOLDERS' EQUITY                    9,658,607          9,647,159
                                            ---------          ---------

    TOTAL LIABILITIES AND EQUITY          $21,901,458         22,038,098
                                          ===========         ==========



                  CenturyLink, Inc.
     RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
                      (UNAUDITED)


                                      Three months ended March 31,
                                                      2011
                                         ----------------------------

                                                                     As
                                                                  adjusted
                                                   Less          excluding
     In thousands                    As          special          special
                                 reported         items            items
                                 --------         -----            -----
     Operating cash flow and
      cash flow margin
       Operating income           $464,298        (35,442) (1)     499,740
       Add:  Depreciation and
        amortization               368,547              -          368,547
       Operating cash flow        $832,845        (35,442)         868,287
                                  ========        =======          =======

       Revenues                 $1,695,719              -        1,695,719
                                ==========            ===        =========

       Operating income margin
        (operating income
        divided by revenues)          27.4%                           29.5%
                                      ====                            ====

       Operating cash flow
        margin (operating cash
        flow divided by
        revenues)                     49.1%                           51.2%
                                      ====                            ====


     Free cash flow (prior to
      debt service
      requirements and
      dividends)
       Net income attributable
        to CenturyLink, Inc.      $211,095        (22,080) (2)     233,175
       Add:  Depreciation and
        amortization               368,547              -          368,547
       Add:  Income tax expense    127,742        (13,362) (2)     141,104
       Less:  Cash paid for
        income taxes                (4,698)             -           (4,698)
       Less:  Capital
        expenditures              (210,591)             -         (210,591)
       Free cash flow             $492,095        (35,442)         527,537
                                  ========        =======          =======

       Free cash flow             $492,095
       Deferred income taxes        39,660
       Changes in current
        assets and current
        liabilities                172,628
       Increase in other
        noncurrent assets          (18,718)
       Increase in other
        noncurrent liabilities       4,189
       Retirement benefits        (109,615)
       Excess tax benefits from
        share-based
        compensation                (5,763)
       Other, net                    7,812
       Less:  Income tax
        expense                   (127,742)
       Add:  Cash paid for
        interest                     4,698
       Add:  Capital
        expenditures               210,591
       Net cash provided by
        operating activities      $669,835
                                  ========



                                      Three months ended March 31,
                                                      2010
                                         ----------------------------

                                                                     As
                                                                  adjusted
                                                  Less           excluding
     In thousands                   As          special           special
                                reported         items             items
                                --------         -----             -----
     Operating cash flow and
      cash flow margin
       Operating income           545,230        (36,489)   (3)    581,719
       Add:  Depreciation and
        amortization              353,162              -           353,162
       Operating cash flow        898,392        (36,489)          934,881
                                  =======        =======           =======

       Revenues                 1,800,426              -         1,800,426
                                =========            ===         =========

       Operating income margin
        (operating income
        divided by revenues)         30.3%                            32.3%
                                     ====                             ====

       Operating cash flow
        margin (operating cash
        flow divided by
        revenues)                    49.9%                            51.9%
                                     ====                             ====


     Free cash flow (prior to
      debt service
      requirements and
      dividends)
       Net income attributable
        to CenturyLink, Inc.      252,601        (26,625)   (4)    279,226
       Add:  Depreciation and
        amortization              353,162              -           353,162
       Add:  Income tax expense   160,548         (9,864)   (4)    170,412
       Less:  Cash paid for
        income taxes               (2,839)             -            (2,839)
       Less:  Capital
        expenditures             (167,180)             -          (167,180)
       Free cash flow             596,292        (36,489)          632,781
                                  =======        =======           =======

       Free cash flow             596,292
       Deferred income taxes      (15,369)
       Changes in current
        assets and current
        liabilities               176,186
       Increase in other
        noncurrent assets         (25,097)
       Increase in other
        noncurrent liabilities      2,002
       Retirement benefits       (284,807)
       Excess tax benefits from
        share-based
        compensation               (2,190)
       Other, net                   4,975
       Less:  Income tax
        expense                  (160,548)
       Add:  Cash paid for
        interest                    2,839
       Add:  Capital
        expenditures              167,180
       Net cash provided by
        operating activities      461,463
                                  =======


    SPECIAL ITEMS
     (1) -Includes integration and severance related costs associated
     with our acquisition of Embarq ($29.6 million) and integration costs
     associated with our acquisition of Qwest ($5.9 million).
     (2) - Net income includes the after-tax impact of Item (1) and
     income tax expense includes the tax effect of Item (1).
     (3) -Includes integration costs associated with our acquisition of
     Embarq ($21.5 million) and severance and related costs due to
     workforce reduction ($15.0 million).
     (4) - Net income includes the after-tax impact of Item (3) and a
     $4.0 million one-time charge to income tax expense as a result of a
     change in the tax treatment of Medicare subsidy receipts and income
     tax expense includes the tax effect of Item (3) and the same $4.0
     million one-time charge to income tax expense.



                                       CenturyLink, Inc.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           THREE MONTHS ENDED MARCH 31, 2011 AND 2010
                                           (UNAUDITED)


                                                          Three Months
                                                              Ended
                                                            March 31,
     In thousands                                              2011
                                                            ---------

     OPERATING ACTIVITIES
       Net income                                             $211,491
       Adjustments to reconcile net income to
        net
         cash provided by operating activities:
           Depreciation and amortization                       368,547
           Deferred income taxes                                39,660
           Share-based compensation                              9,388
           Income from unconsolidated cellular
            entity                                              (3,822)
           Distributions from unconsolidated
            cellular entity                                      1,850
           Changes in current assets and current
            liabilities, net                                   172,628
           Retirement benefits                                (109,615)
           Excess tax benefits from share-based
            compensation                                        (5,763)
           Increase in other noncurrent assets                 (18,718)
           Increase in other noncurrent liabilities                 4,189
             Net cash provided by operating activities               669,835
                                                               -------

     INVESTING ACTIVITIES
       Payments for property, plant and
        equipment                                             (210,591)
       Other, net                                                2,429
                                                                 -----
           Net cash used in by investing activities              (208,162)
                                                              --------

     FINANCING ACTIVITIES
       Payments of debt                                       (147,797)
       Proceeds from issuance of common stock                   18,664
       Repurchase of common stock                              (14,636)
       Cash dividends                                         (221,780)
       Excess tax benefits from share-based
        compensation                                             5,763
       Other, net                                               (5,171)
                                                                ------
             Net cash used in financing activities              (364,957)
                                                              --------

     Net increase in cash and cash equivalents                  96,716
     Cash and cash equivalents at beginning of
      period                                                   172,943
                                                               -------

     Cash and cash equivalents at end of
      period                                                  $269,659
                                                              ========



                                                      Three Months
                                                          Ended
                                                        March 31,
     In thousands                                          2010
                                                        ---------

     OPERATING ACTIVITIES
       Net income                                          252,957
       Adjustments to reconcile net income to
        net
         cash provided by operating activities:
           Depreciation and amortization                   353,162
           Deferred income taxes                           (15,369)
           Share-based compensation                          7,101
           Income from unconsolidated cellular
            entity                                          (5,236)
           Distributions from unconsolidated
            cellular entity                                  2,754
           Changes in current assets and current
            liabilities, net                               176,186
           Retirement benefits                            (284,807)
           Excess tax benefits from share-based
            compensation                                    (2,190)
           Increase in other noncurrent assets             (25,097)
           Increase in other noncurrent liabilities             2,002
             Net cash provided by operating activities           461,463
                                                           -------

     INVESTING ACTIVITIES
       Payments for property, plant and
        equipment                                         (167,180)
       Other, net                                           (1,306)
                                                            ------
           Net cash used in by investing activities          (168,486)
                                                          --------

     FINANCING ACTIVITIES
       Payments of debt                                    (32,629)
       Proceeds from issuance of common stock                8,969
       Repurchase of common stock                          (10,430)
       Cash dividends                                     (218,052)
       Excess tax benefits from share-based
        compensation                                         2,190
       Other, net                                            1,658
                                                             -----
             Net cash used in financing activities          (248,294)
                                                          --------

     Net increase in cash and cash equivalents              44,683
     Cash and cash equivalents at beginning of
      period                                               161,807
                                                           -------

     Cash and cash equivalents at end of
      period                                               206,490
                                                           =======



           Qwest Communications International Inc.
      (acquired by CenturyLink, Inc. on April 1, 2011)
     SUPPLEMENTAL SELECTED FINANCIAL AND SUBSCRIBER DATA
                         (UNAUDITED)



                                                 Three months ended
                                                              March 31, 2011
                                                         Less        Excluding
                                          As          special       special
                                                       items
                                       reported           (1)         items
                                       --------       ------          -----
                                         (Dollars in millions)

    OPERATING REVENUES                   $2,846             -           2,846
                                         ------           ---           -----

    OPERATING EXPENSES
      Cost of services and
       products (exclusive of
       depreciation and
       amortization)                      1,178                         1,178
      Selling, general and
       administrative                       556            14             542
      Depreciation and
       amortization                         533                           533
                                            ---                           ---
                                          2,267            14           2,253
                                          -----           ---           -----

    OPERATING INCOME                        579           (14)            593

    OTHER INCOME (EXPENSE)
      Interest expense                     (227)                         (227)
      Other income (expense)                  5                             5
      Income tax expense                   (146)            5            (151)
                                           ----           ---            ----

    NET INCOME                             $211            (9)            220
                                           ====           ===             ===


    Operating cash flow
     (operating income plus
     depreciation and
     amortization)                       $1,112           (14)          1,126
    Operating cash flow margin
     (operating cash flow
     divided by revenues)                  39.1%                         39.6%
    Operating income margin
     (operating income divided
     by revenues)                          20.3%                         20.8%

    Adjusted free cash flow
     from operations
      Net cash provided by
       operating activities                $777
      Less: capital expenditures            (410)
                                           ----
      Free cash flow from
       operations                           367
      Add: merger related                     7
                                            ---
      Adjusted free cash flow
       from operations                     $374
                                           ====

    SUBSCRIBER DATA (as of
     March 31, 2011 and 2010)
      Access lines (in
       thousands)                         8,632
      Broadband subscribers (in
       thousands)                         2,965




                                  Three months ended       Three months ended
                                    March 31, 2011         March 31, 2010
                                                    Less           Excluding
                                    As          special          special
                                                  items
                                 reported           (2)            items
                                 --------        ------            -----
                                           (Dollars in millions)

    OPERATING REVENUES              2,966              -             2,966
                                    -----            ---             -----

    OPERATING EXPENSES
      Cost of services and
       products (exclusive of
       depreciation and
       amortization)                1,247                            1,247
      Selling, general and
       administrative                 606             11               595
      Depreciation and
       amortization                   545                              545
                                      ---                              ---
                                    2,398             11             2,387
                                    -----            ---             -----

    OPERATING INCOME                  568            (11)              579

    OTHER INCOME (EXPENSE)
      Interest expense               (279)                            (279)
      Other income (expense)          (42)           (42)                -
      Income tax expense             (209)          (109)             (100)
                                     ----           ----              ----

    NET INCOME                         38           (162)              200
                                      ===           ====               ===


    Operating cash flow
     (operating income plus
     depreciation and
     amortization)                  1,113            (11)            1,124
    Operating cash flow margin
     (operating cash flow
     divided by revenues)            37.5%                            37.9%
    Operating income margin
     (operating income divided
     by revenues)                    19.2%                            19.5%

    Adjusted free cash flow
     from operations
      Net cash provided by
       operating activities          $722
      Less: capital expenditures      (387)
                                     ----
      Free cash flow from
       operations                     335
      Add: merger related               -
                                      ---
      Adjusted free cash flow
       from operations               $335
                                     ====

    SUBSCRIBER DATA (as of
     March 31, 2011 and 2010)
      Access lines (in
       thousands)                   9,663
      Broadband subscribers (in
       thousands)                   2,857



                                                Increase
                                               (decrease)
                                    Increase     excluding
                                  (decrease)    special
                                      as
                                   reported       items


    OPERATING REVENUES                 (4.0%)       (4.0%)

    OPERATING EXPENSES
      Cost of services and
       products (exclusive of
       depreciation and
       amortization)                   (5.5%)       (5.5%)
      Selling, general and
       administrative                  (8.3%)       (8.9%)
      Depreciation and
       amortization                    (2.2%)       (2.2%)
                                       (5.5%)       (5.6%)

    OPERATING INCOME                     1.9%         2.4%

    OTHER INCOME (EXPENSE)
      Interest expense                (18.6%)      (18.6%)
      Other income (expense)              NM           NM
      Income tax expense              (30.1%)        51.0%

    NET INCOME                         455.3%        10.0%


    Operating cash flow
     (operating income plus
     depreciation and
     amortization)
    Operating cash flow margin
     (operating cash flow
     divided by revenues)
    Operating income margin
     (operating income divided
     by revenues)

    Adjusted free cash flow
     from operations
      Net cash provided by
       operating activities
      Less: capital expenditures
      Free cash flow from
       operations
      Add: merger related
      Adjusted free cash flow
       from operations

    SUBSCRIBER DATA (as of
     March 31, 2011 and 2010)
      Access lines (in
       thousands)                     (10.7%)
      Broadband subscribers (in
       thousands)                        3.8%


    (1)  Special items in first quarter 2011 include realignment,
    severance and merger related expenses, including related tax effect.

    (2)  Special items in first quarter 2010 include realignment and
    severance costs and loss on early retirement of debt (including
    related tax effects) and an income tax charge associated with a
    change in the treatment of Medicare subsidy receipts.
    NM = not meaningful


                           CENTURYLINK, INC.
     SUPPLEMENTAL PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
                   THREE MONTHS ENDED MARCH 31, 2011
                              (UNAUDITED)


                                       CenturyLink  Qwest    Pro forma
                                       -----------  -----    ---------
                                                            adjustments
                                                            -----------
     In millions, except per share
      amounts

     OPERATING REVENUES                    $1,696    2,846         (68) (A)
                                           ------    -----         ---

     OPERATING EXPENSES
       Cost of services and products          595    1,178         (53) (A)
       Selling, general and
        administrative                        268      556         (11) (B)
       Depreciation and amortization          369      533          90  (C)
                                            1,232    2,267          26
                                            -----    -----         ---

     OPERATING INCOME                         464      579         (94)

     OTHER INCOME (EXPENSE)
       Interest expense                      (131)    (227)         44  (D)
       Other income (expense)                   6        5
       Income tax expense                    (128)    (146)         19  (E)


     NET INCOME                              $211      211         (31)
                                             ====      ===         ===

     BASIC EARNINGS PER COMMON SHARE        $0.69     0.12
     DILUTED EARNINGS PER COMMON SHARE      $0.69     0.12

     WEIGHTED AVERAGE SHARES
      OUTSTANDING
       Basic                                303.8  1,761.1    (1,468.1) (F)
       Diluted                              304.5  1,775.7    (1,480.2) (F)

    SUBSCRIBER DATA (as of March 31,
     2011)
       Access lines (in thousands)          6,397    8,632
       High-speed Internet customers
        (in thousands)                      2,446    2,965



                                                      Special
                                           Pro forma  items*    Pro forma
                                           ---------   -------  ---------
                                           combined              combined
                                           --------              --------
                                                                excluding
                                                                ---------
                                                                  special
                                                                   items
                                                                 --------
     In millions, except per share
      amounts

     OPERATING REVENUES                        4,474         -       4,474
                                               -----       ---       -----

     OPERATING EXPENSES
       Cost of services and products           1,720       (14)      1,706
       Selling, general and administrative       813       (35)        778
       Depreciation and amortization             992         -         992
                                                 ---       ---         ---
                                               3,525       (49)      3,476
                                               -----       ---       -----

     OPERATING INCOME                            949        49         998

     OTHER INCOME (EXPENSE)
       Interest expense                         (314)        -        (314)
       Other income (expense)                     11         -          11
       Income tax expense                       (255)      (18)       (273)


     NET INCOME                                  391        31         422
                                                 ===       ===         ===

     BASIC EARNINGS PER COMMON SHARE            0.65                  0.70
     DILUTED EARNINGS PER COMMON SHARE          0.65                  0.70

     WEIGHTED AVERAGE SHARES OUTSTANDING
       Basic                                   596.9                 596.9
       Diluted                                 600.0                 600.0

    SUBSCRIBER DATA (as of March 31,
     2011)
       Access lines (in thousands)            15,029                15,029
       High-speed Internet customers (in
        thousands)                             5,411                 5,411


    Summary description of pro forma adjustments:
    (A)  Elimination of CenturyLink and Qwest intercompany billings and
    elimination of deferred revenue and costs that are expected to be
    assigned no value in the purchase price allocation process.
    (B)  Elimination of pension and postretirement expense amortization
    components reflected in Qwest's results of operations.
    (C)  Amortization of customer list asset.
    (D)  To reflect interest expense accretion as a result of valuing
    Qwest's debt to fair value.

    (E)  Tax effect of above items assuming a tax rate of 38%.
    (F)  Issuance of 0.1664 shares of CenturyLink stock for each Qwest
    share outstanding.

    *  Special items include integration and severance costs associated
    with the Embarq and Qwest mergers incurred by CenturyLink and
    realignment, severance and merger related expenses incurred by
    Qwest.

    On April 1, 2011, CenturyLink acquired Qwest Communications
    International Inc. ("Qwest").  Qwest's results of operations will be
    included in CenturyLink's consolidated results of operations
    subsequent to the April 1, 2011 acquisition date.  In accordance
    with the applicable accounting standard related to business
    combinations, the above pro forma financial information was prepared
    assuming CenturyLink's acquisition of Qwest occurred as of January
    1, 2010.  The above pro forma information is for illustrative
    purposes only and is not necessarily indicative of the combined
    operating results that would have occurred if the Qwest acquisition
    had been consummated on January 1, 2010 nor is it indicative of
    future operating results.  Actual results subsequent to the April 1,
    2011 acquisition date may vary significantly from the pro forma
    results provided herein.  For additional pro forma financial
    information relating to the Qwest merger, please see our Current
    Report on Form 8-K filed with the SEC on April 6, 2011.  Management
    believes that the presentation of this pro forma information will
    assist users in their understanding of the combined companies'
    operating performance.

SOURCE CenturyLink, Inc.