CenturyLink Reports Third Quarter 2012 Earnings

               CenturyLink Reports Third Quarter 2012 Earnings

Achieved operating revenues of $4.57 billion, in line with guidance

Improved year-over-year rate of revenue decline to 1.3% in third quarter 2012
compared to 4.6% year-over-year decline in pro forma[1] third quarter 2011

Realized strong growth in high-speed Internet subscribers of more than 44,000
during third quarter 2012

Achieved Adjusted Diluted EPS[1, 2] of $0.66 compared to $0.61 in pro forma
third quarter 2011

Generated Free Cash Flow[2] of $905 million, excluding special items

PR Newswire

MONROE, La., Nov. 7, 2012

MONROE, La., Nov. 7, 2012 /PRNewswire/ -- CenturyLink, Inc. (NYSE: CTL) today
reported strong operating revenues, operating cash flow and free cash flow for
third quarter 2012.

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

"CenturyLink's third quarter results reflect our continued progress toward
top line revenue stabilization, successful integration of the Qwest and Savvis
operations and alignment of our operating costs with our revenue and growth
opportunities," said Glen F. Post, III, chief executive officer and president.

"Our Enterprise Markets-Network team achieved recurring revenue growth for the
third straight quarter driven by solid customer retention and the increasing
revenue contribution from enterprise customers added earlier this year. We
continue to see strong demand for network services from enterprise customers
as we recorded solid quarterly bookings and exited the quarter with a strong
sales funnel.

"Our strategic revenues continued to increase in our Regional Markets and
Enterprise Markets operations; however, as previously discussed, we did
experience modest strategic Wholesale Markets revenue compression as wireless
carriers continue to migrate from copper-based to fiber-based connections.

"We are pleased with the continued progress we made during the third quarter
toward stabilizing top-line revenue and we believe our continued investment in
our key strategic opportunities will help drive enhanced shareholder value,"
Post said.

Third Quarter Highlights

  oImproved year-over-year actual-to-pro forma revenue trend to a 1.3% rate
    of decline (1.4% rate of decline excluding data integration revenue),
    compared to a 4.6% decline in pro forma third quarter 2011.
  oAchieved free cash flow of $905 million, excluding special items and
    integration-related capital expenditures.
  oAdded more than 44,000 high-speed Internet customers; ended third quarter
    2012 with over 5.8 million subscribers[3].
  oReduced access line loss by 22% compared to third quarter 2011, as the
    line loss trend improved during third quarter 2012 to a 5.8% annual
    decline compared to a 7.1% annual decline in third quarter 2011.
  oExpanded the number of Prism™ TV subscribers by 11% in third quarter 2012
    from second quarter 2012, ending the quarter with more than 104,000
    subscribers in service.
  oGenerated sequential recurring revenue growth in our Enterprise Markets -
    Network and Enterprise Markets - Data Hosting segments.
  oOpened a data center[4] in Singapore, bringing total data centers to 53
    throughout North America, Europe and Asia, with total sellable floor space
    of approximately 1.4 million square feet.

Consolidated Third Quarter Financial Results

Operating revenues for third quarter 2012 were $4.57 billion compared to $4.60
billion in third quarter 2011. This decrease was driven by lower legacy
services revenues primarily due to the impact of access line losses and lower
access revenues partially offset by $58 million of incremental revenue
contributions from the Savvis acquisition completed July 15, 2011 and
increases in strategic revenues, primarily resulting from business customer
demand for high-bandwidth data services and growth in high-speed Internet and
Prism™ TV subscribers.

Comparing pro forma 2011 to third quarter 2012, operating revenues declined
1.3% from $4.63 billion a year ago to $4.57 billion this quarter, due to the
decline in legacy revenues more than offsetting the increase in strategic
revenues as discussed above.

Operating expenses, excluding special items, decreased to $3.86 billion from
$3.94 billion in third quarter 2011, primarily due to lower personnel-related
costs, operating taxes and depreciation and amortization expense, partially
offset by $50 million of incremental operating costs associated with the
Savvis acquisition included in the current quarter.

Comparing pro forma 2011 to third quarter 2012, operating expenses, excluding
special items, decreased to $3.86 billion in third quarter 2012 from pro forma
third quarter 2011 operating expenses of $3.98 billion.

Operating cash flow (as defined in our attached supplemental schedules),
excluding special items, increased slightly to $1.90 billion from $1.88
billion in third quarter 2011, primarily due to lower personnel-related costs
and the Savvis acquisition contribution to operating cash flow, which was
partially offset by the decline in legacy revenues. For third quarter 2012,
CenturyLink achieved an operating cash flow margin, excluding special items,
of 41.5% versus 41.0% in third quarter 2011.

Third quarter 2012 operating cash flow of $1.90 billion, excluding special
items, was flat from pro forma third quarter 2011. Operating cash flow margin,
excluding special items, was 41.5% in third quarter 2012 compared to 40.9% in
pro forma third quarter 2011.

Adjusted Net Income and Adjusted Diluted Earnings Per Share (Adjusted Diluted
EPS)

Adjusted Net Income and Adjusted Diluted EPS exclude the after-tax impact of
special items, the non-cash after-tax impact of the amortization of
intangibles, and the non-cash after-tax impact to interest expense of the
assignment of fair value to debt outstanding related to the Embarq, Qwest and
Savvis transactions.

Excluding the items outlined above, CenturyLink's Adjusted Net Income for
third quarter 2012 was $413 million compared to pro forma Adjusted Net Income
of $377 million in third quarter 2011. Third quarter 2012 Adjusted Diluted EPS
was $0.66 compared to pro forma Adjusted Diluted EPS of $0.61 in the year-ago
period. See the attached schedules for additional information.

GAAP Results – Third Quarter

Under generally accepted accounting principles (GAAP), net income for third
quarter 2012 was $270 million compared to $138 million for third quarter 2011,
and diluted earnings per share for third quarter 2012 was $0.43 compared to
$0.22 for third quarter 2011. Third quarter 2012 net income and diluted
earnings per share reflect $33 million ($0.05 per share) due to a favorable
out-of-period adjustment to depreciation expense related to the fair value
previously assigned to Embarq plant assets, an income tax benefit from the
reversal of a valuation allowance and a gain on the sale of a non-operating
investment, which were partially offset by severance, integration and
retention costs associated with the Embarq, Qwest and Savvis acquisitions and
severance associated with recent expense reduction initiatives. 

Third quarter 2011 net income and diluted earnings per share reflect after-tax
integration, severance, and retention costs associated with the Embarq, Qwest
and Savvis acquisitions of $70 million ($0.12 per share).

Segment Results / Highlights

Regional Markets
The Regional Markets segment continued to improve revenue and access line
trends in local markets by leveraging CenturyLink's local operating model.

  oStrategic revenues were $912 million in the quarter, a 7.9% increase over
    pro forma third quarter 2011. Excluding the impact of private line
    services, the adjusted growth rate was more than 9%.
  oGenerated $2.47 billion in total revenues, a decrease of 2.1% from pro
    forma third quarter 2011, reflecting the continued decline in traditional
    legacy services tempered by Access Recovery Charges implemented effective
    July 1, 2012 in accordance with the CAF Order[5].
  oAchieved strong business strategic data and network managed services
    growth.
  oAdded more than 10,000 Prism™ TV subscribers during third quarter with
    over 90% attachment rate of broadband services.

Wholesale Markets
The Wholesale Markets segment strategic revenues declined modestly from pro
forma third quarter 2011 primarily due to wireless carrier migration from
private line to Ethernet services. The Company is progressing well in its
fiber-to-the-tower builds and currently expects to complete 4,000 to 4,500
fiber builds in 2012.

  oStrategic revenues were $568 million in the quarter, slightly lower than
    pro forma third quarter 2011, driven by wireless carrier bandwidth
    expansion and higher Ethernet sales offset by declines in copper-based
    revenue.
  oGenerated $908 million in total revenues, a decrease of 7.6% from pro
    forma third quarter 2011, reflecting the implementation of the CAF Order
    rate reduction and continued decline in legacy services primarily driven
    by lower long distance and switched access minutes of use associated with
    access line loss and displacement of access minutes by alternative forms
    of communication.
  oCompleted approximately 1,335 fiber builds during the third quarter and
    more than 3,300 year-to-date, ending the quarter with approximately 13,500
    fiber-connected towers.

Enterprise Markets – Network
The Enterprise Markets – Network segment achieved solid growth in recurring
revenue sales in the third quarter.

  oStrategic revenues were $341 million in the quarter, a 7.2% increase over
    pro forma third quarter 2011 driven by strength in high-bandwidth
    offerings such as MPLS[6] and Ethernet services. Excluding the impact of
    private line services, the adjusted growth rate was more than 13%.
  oGenerated $658 million in total revenues, an increase of 5.6% from pro
    forma third quarter 2011, reflecting growth in high-bandwidth offerings
    and data integration revenues partially offset by declines in legacy
    services revenues.
  oAchieved a third straight quarter of sequential recurring revenue growth.

Enterprise Markets – Data Hosting
The Enterprise Markets – Data Hosting segment (primarily Savvis operations)
grew managed hosting (including cloud) and colocation services revenue, with
strength in core managed hosting products and in the financial and media
verticals.

  oOperating revenues were $280 million in the quarter, an 8.1% increase from
    pro forma third quarter 2011. Colocation revenues were $113 million, a
    7.6% increase from pro forma third quarter 2011, and managed hosting
    revenues were $107 million, representing a 9.2% increase over the same
    period a year ago.
  oContinued to expand global geographic reach in key markets with opening of
    new data center in Singapore and expansion of data center in New York/New
    Jersey market.
  oClosed acquisition of certain assets of Ciber's IT Outsourcing (ITO)
    business in mid-October, which enhances and expands CenturyLink's
    capabilities in areas such as application-management services and
    help-desk support.
  oAnnounced in October forthcoming launch of savvisdirect[7], expanding
    CenturyLink's portfolio of cloud services to businesses of all sizes.

Integration Update

During third quarter 2012, CenturyLink incurred pre-tax integration, severance
and retention costs of $17 million ($10 million net after-tax) related to the
Embarq, Qwest and Savvis acquisitions.

CenturyLink ended third quarter 2012 with an annualized operating expense
synergy run rate of approximately $450 million from the Qwest acquisition.
CenturyLink currently expects to exit 2012 with approximately $480 million in
annual run-rate synergies related to the Qwest acquisition as operating
expense savings are being achieved earlier than anticipated.

Guidance – Fourth Quarter 2012 and Full Year 2012

The Company expects fourth quarter 2012 operating cash flow to increase
compared to third quarter 2012 due to anticipated continued growth in
strategic revenues and lower outside plant maintenance and utility costs.

Fourth Quarter 2012
Operating Revenue                   $4.56 to $4.61 billion
Operating Cash Flow (excl special   $1.90 to $1.94 billion
items)
Adjusted Diluted EPS (excl special  $0.64 to $0.69
items)
Full Year 2012                      Previous Guidance     Current Guidance
Operating Revenue                   $18.3 to $18.4        $18.35 to $18.4
                                    billion               billion
Operating Cash Flow (excl special   $7.5 to $7.65 billion $7.64 to $7.68
items)                                                    billion
Adjusted Diluted EPS (excl special  $2.45 to $2.55        $2.64 to $2.69
items)
Capital Expenditures[8]             $2.7 to $2.8 billion  $2.75 to $2.85
                                                          billion
Free Cash Flow (excl special items) $3.25 to $3.4 billion $3.3 to $3.4 billion

2013 Outlook

CenturyLink's operating and capital investment in its key strategic
initiatives is driving strategic revenue growth and the Company expects to
continue to invest in these key initiatives in the future.

CenturyLink anticipates further improvement in top line revenues in 2013,
currently expecting the annual rate of revenue decline for full year 2013
compared to full year 2012 to be in the -0.5% to -1.5% range. Additionally,
the Company expects to reach top line revenue stabilization in 2014. Similar
to what the Company anticipates experiencing in 2012,operating and free cash
flows are anticipated to be lower in 2013 primarily due to the Company's
continued shift in its legacy and strategic revenue mix andinvestment in key
strategic initiatives. In addition, the Company expects a lower level of
incremental synergies in 2013 compared to the level of incremental synergies
anticipated to be achieved in 2012.

CenturyLink expects to provide 2013 guidance in mid-February when it reports
fourth quarter and full year 2012 results.

All 2012 guidance figures and 2013 outlook statements included in this release
(i) speak as of November 7, 2012 only, (ii) include the impact of the Ciber
ITO assets acquired on October 15, 2012, and (iii) exclude the effects of
special items, future changes in regulation or accounting rules, integration
expenses associated with the Qwest, Savvis and Ciber acquisitions, any changes
in operating or capital plans and any future mergers, acquisitions,
divestitures, buybacks or other similar business transactions. See "Forward
Looking Statements" below.

Investor Call

As previously announced, CenturyLink's management will host a conference call
at 4:00 p.m. Central Time today, November 7, 2012. Interested parties can
access the call by dialing 866-244-4518. The call will be accessible for
replay through November 14, 2012, by calling 888-266-2081 and entering the
access code 1592908. 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 November 28, 2012.

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.

About CenturyLink

CenturyLink is the third largest telecommunications company in the United
States and is recognized as a leader in the network services market by
technology industry analyst firms. The Company is a global leader in cloud
infrastructure and hosted IT solutions for enterprise customers. CenturyLink
provides data, voice and managed services in local, national and select
international markets through its high-quality advanced fiber optic network
and multiple data centers for businesses and consumers. The company also
offers advanced entertainment services under the CenturyLink™ Prism™ TV and
DIRECTV brands. 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.

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 recent reforms and changes by the Federal
Communications Commission regarding intercarrier compensation and the
Universal Service Fund, among other things); our ability to successfully
negotiate collective bargaining agreements on reasonable terms without work
stoppages; 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; our ability to successfully integrate recently
acquired operations into our incumbent operations, including the possibility
that the anticipated benefits from our recent 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; 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 future cash
requirements, whether caused by unanticipated increases in capital
expenditures, increases in pension funding requirements or otherwise; the
effects of adverse weather; other risks referenced from time to time in 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 and our recent acquisitions are described in greater
detail in Item 1A to our Form 10-K for the year ended December 31, 2011, as
updated and supplemented by our subsequent SEC reports. 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.

[1] See the attached pro forma statements of income for more information about
our pro forma results discussed in this release.
[2] See attachments for non-GAAP reconciliations.
[3] Effective second quarter 2012, CenturyLink modified its high-speed
Internet reporting to include consumer, business and wholesale subscribers
instead of only consumer and small business subscribers.
[4] We define a "data center" as any facility where we market, sell and
deliver either colocation services or multi-tenant managed services, or both.
[5] Federal Communications Commission's Connect America and Intercarrier
Compensation Reform Order (the CAF Order) adopted on October 27, 2011
[6] Multiprotocol Label Switching
[7] savvisdirect is CenturyLink's highly scalable and easy-to-use cloud
services platform designed for business of all sizes that is immediately
accessible to business users, IT administrators and developers through an
intuitive, user-friendly Web portal
[8] Excludes approximately $65 million of integration-related capital
expenditures







CenturyLink, Inc.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(UNAUDITED)
(Dollars in millions, except per share amounts; shares in thousands)
                   Three months ended September 30,       Three months ended September 30,
                   2012                                   2011
                                             As                                     As                         Increase
                                             adjusted                               adjusted
                                             excluding                             excluding                 (decrease)
                               Less        special                 Less        special     Increase    excluding
                   As        special     items       As        special     items       (decrease)  special
                   reported  items       (Non-GAAP)  reported  items       (Non-GAAP)  as           items
                                                                                                   reported
OPERATING
REVENUES
 Strategic     $ 2,101                     2,101         1,960                     1,960         7.2%          7.2%
 Legacy          2,045                     2,045         2,223                     2,223         (8.0%)        (8.0%)
 Data             168                       168           166                       166           1.2%          1.2%
 integration
 Other           257                       257           247                       247           4.0%          4.0%
                   4,571       -             4,571         4,596       -             4,596         (0.5%)        (0.5%)
OPERATING
EXPENSES
 Cost of
 services and      1,943       4         (1) 1,939         1,950       20        (5) 1,930         (0.4%)        0.5%
 products
 Selling,
 general and       748         15        (1) 733           870         89        (5) 781           (14.0%)       (6.1%)
 administrative
 Depreciation
 and               1,144       (45)      (2) 1,189         1,228                     1,228         (6.8%)        (3.2%)
 amortization
                   3,835       (26)          3,861         4,048       109           3,939         (5.3%)        (2.0%)
OPERATING         736         26            710           548         (109)         657           34.3%         8.1%
INCOME
OTHER INCOME
(EXPENSE)
 Interest         (326)                     (326)         (324)                     (324)         0.6%          0.6%
 expense
 Other income     12          6         (3) 6             7                         7             71.4%         (14.3%)
 (expense)
 Income tax       (152)       1         (4) (153)         (93)        39        (6) (132)         63.4%         15.9%
 expense
NET INCOME     $ 270         33            237           138         (70)          208           95.7%         13.9%
BASIC EARNINGS  $ 0.43        0.05          0.38          0.22        (0.12)        0.34          95.5%         11.8%
PER SHARE
DILUTED
EARNINGS PER     $ 0.43        0.05          0.38          0.22        (0.12)        0.34          95.5%         11.8%
SHARE
AVERAGE SHARES
OUTSTANDING
 Basic           621,148                   621,148       612,277                   612,277       1.4%          1.4%
 Diluted         623,296                   623,296       613,686                   613,686       1.6%          1.6%
DIVIDENDS PER    $ 0.725                     0.725         0.725                     0.725         -             -
COMMON SHARE



SPECIAL ITEMS
        Includes severance costs associated with recent reduction in force
        initiatives ($2 million), integration, severance, and retention costs
(1) - associated with our acquisition of Qwest ($16 million)and
        integration, severance, and retention costs associated with our
        acquisition of Savvis ($4 million); partially offset with a $3 million
        credit related to tax incentives for the Embarq integration.
(2) - Out-of-period depreciation adjustment ($45 million) to correct an
        overstatement of depreciation in prior quarters.
(3) - Gain on the sale of a non-operating investment ($6 million).
(4)    Income tax expense of Items (1) through (3) ($12 million) and benefit
-     from the reversal of a valuation allowance $11 million.
        Includes integration, severance, and retention costs associated with
        our acquisition of Qwest, along with restructuring charges ($65
        million); integration and severance costs associated with
(5) - ouracquisition of Embarq ($24 million); and transaction and other
        costs associated with our acquisition

        of Savvis ($20 million).
(6) - Income tax benefit of Item (5).







CenturyLink, Inc.
CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(UNAUDITED)
(Dollars in millions, except per share amounts; shares in thousands)
                   Nine months ended September 30, 2012  Nine months ended September 30, 2011
                                             As                                     As                         Increase
                                             adjusted                               adjusted
                                             excluding                             excluding                 (decrease)
                               Less        special                 Less        special     Increase    excluding
                   As        special     items       As        special     items       (decrease)  special
                   reported  items       (Non-GAAP)  reported  items       (Non-GAAP)  as           items
                                                                                                   reported
OPERATING
REVENUES
 Strategic     $ 6,237                     6,237         4,229                     4,229         47.5%         47.5%
 Legacy          6,284                     6,284         5,494                     5,494         14.4%         14.4%
 Data             483                       483           349                       349           38.4%         38.4%
 integration
 Other           789                       789           626                       626           26.0%         26.0%
                   13,793      -             13,793        10,698      -             10,698        28.9%         28.9%
OPERATING
EXPENSES
 Cost of
 services and      5,732       25        (1) 5,707         4,357       60        (5) 4,297         31.6%         32.8%
 products
 Selling,
 general and       2,454       111       (1) 2,343         2,075       344       (5) 1,731         18.3%         35.4%
 administrative
 Depreciation
 and               3,560       (30)      (2) 3,590         2,774                     2,774         28.3%         29.4%
 amortization
                   11,746      106           11,640        9,206       404           8,802         27.6%         32.2%
OPERATING         2,047       (106)         2,153         1,492       (404)         1,896         37.2%         13.6%
INCOME
OTHER INCOME
(EXPENSE)
 Interest         (1,004)                   (1,004)       (732)       5         (6) (737)         37.2%         36.2%
 expense
 Other income     (167)       (183)     (3) 16            (4)         (16)      (7) 12            4075.0%       33.3%
 (expense)
 Income tax       (332)       126       (4) (458)         (292)       163       (8) (455)         13.7%         0.7%
 expense
NET INCOME     $ 544         (163)         707           464         (252)         716           17.2%         (1.3%)
BASIC EARNINGS  $ 0.88        (0.26)        1.14          0.91        (0.50)        1.41          (3.3%)        (19.1%)
PER SHARE
DILUTED
EARNINGS PER     $ 0.87        (0.26)        1.13          0.91        (0.50)        1.41          (4.4%)        (19.9%)
SHARE
AVERAGE SHARES
OUTSTANDING
 Basic           619,748                   619,748       504,919                   504,919       22.7%         22.7%
 Diluted         621,828                   621,828       506,063                   506,063       22.9%         22.9%
DIVIDENDS PER    $ 2.175                     2.175         2.175                     2.175         -             -
COMMON SHARE





SPECIAL ITEMS
     Includes severance costs associated with recent reduction in force
     initiatives ($68 million), integration, severance, and retention costs
(1) associated with our acquisition of Qwest ($62 million)and integration,
-   severance, and retention costs associated with our acquisition of Savvis
     ($9 million); partially offset with a $3 million credit related to tax
     incentives for the Embarq integration.
(2) Out-of-period depreciation adjustment ($30 million) to correct an
-   overstatement of depreciation in prior quarters.
(3) Net loss associated with early retirement of debt ($194 million),
-   partially offset by a gain on the sale of a non-operating investment $11
     million.
(4) Income tax benefit of Items (1) through (3) and benefit from the reversal
-   of a valuation allowance ($11 million).
     Includes integration, severance, and retention costs associated with our
     acquisition of Qwest, along with restructuring charges ($316 million);
(5) integration and severance costs associated with ouracquisition of Embarq
-   ($79 million); transaction and other costs associated with our
     acquisition of Savvis ($22 million); net of a favorable settlement of an
     operating tax issue $13 million.
(6) Reflects the interest component of a favorable settlement of an operating
-   tax issue.
(7) Expense associated with terminating a bridge credit facility related to
-   the Savvis acquisition.
(8) Income tax benefit of Items (5) through (7) and a benefit from the
-   reduction of an NOL valuation allowance ($14 million).





CenturyLink, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2012 AND DECEMBER 31, 2011
(UNAUDITED)
(Dollars in millions)
                                             September 30,  December 31,
                                             2012           2011
    ASSETS
CURRENT ASSETS
    Cash and cash equivalents              $ 194            128
    Other current assets                     3,639          3,389
     Total current assets                  3,833          3,517
NET PROPERTY, PLANT AND EQUIPMENT
    Property, plant and equipment            31,288         29,585
    Accumulated depreciation                 (12,275)       (10,141)
     Net property, plant and equipment     19,013         19,444
GOODWILL AND OTHER ASSETS
    Goodwill                                 21,732         21,732
    Other                                    10,054         11,351
     Total goodwill and other assets      31,786         33,083
TOTAL ASSETS                               $ 54,632         56,044
    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Current maturities of long-term debt   $ 1,198          480
    Other current liabilities                3,733          3,537
     Total current liabilities            4,931          4,017
LONG-TERM DEBT                               19,508         21,356
DEFERRED CREDITS AND OTHER LIABILITIES       9,996          9,844
STOCKHOLDERS' EQUITY                         20,197         20,827
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 54,632         56,044







CenturyLink, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(UNAUDITED)
(Dollars in millions)
                                              Nine Months       Nine Months
                                              Ended             Ended
                                              September 30,    September 30,
                                              2012             2011
OPERATING ACTIVITIES
  Net income                              $ 544               464
  Adjustments to reconcile net income to
  netcash provided by operating
  activities:
      Depreciation and amortization         3,560             2,774
      Deferred income taxes                 260               298
      Provision for uncollectible            144               94
      accounts
      Loss on early retirement of debt      194               1
      Changes in current assets and          111               43
      current liabilities, net
      Retirement benefits                   (179)             (170)
      Changes in other noncurrent assets     91                21
      and liabilities
      Other, net                            (39)              (52)
        Net cash provided by operating       4,686             3,473
        activities
INVESTING ACTIVITIES
  Payments for property, plant and           (2,024)           (1,511)
  equipment and capitalized software
  Cash paid for Savvis acquisition, net      -                 (1,671)
  of $94 cash acquired
  Cash acquired in Qwest acquisition, net    -                 419
  of $5 cash paid
  Proceeds from sale of property            133               -
  Other, net                                28                14
      Net cash used in investing             (1,863)           (2,749)
      activities
FINANCING ACTIVITIES
  Net proceeds from issuance of long-term    3,363             3,159
  debt
  Payments of long-term debt                (4,529)           (1,442)
  Early retirement of debt costs            (324)             (13)
  Net borrowings (payments) on credit        3                 (365)
  facility
  Dividends paid                            (1,357)           (1,105)
  Net proceeds from issuance of common       91                79
  stock
  Repurchase of common stock                (20)              (31)
  Other, net                                14                (41)
      Net cash (used in) provided by         (2,759)           241
      financing activities
Effect of exchange rate changes on cash      2                 (15)
and cash equivalents
Net increase in cash and cash                66                950
equivalents
Cash and cash equivalents at beginning of    128               173
period
Cash and cash equivalents at end of        $ 194               1,123
period







CenturyLink, Inc.
SELECTED SEGMENT FINANCIAL INFORMATION
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(UNAUDITED)
(Dollars in millions)
                                        Three months ended   Nine months ended
                                        September 30,        September 30,
                                        2012       2011      2012      2011
Total segment revenues                $ 4,314      4,349     13,004    10,072
Total segment expenses                  2,037      2,043     6,039     4,428
Total segment income                  $ 2,277      2,306     6,965     5,644
Total segment income margin (segment    52.8%      53.0%     53.6%     56.0%
incomedivided by segment revenues)
Regional Markets Segment
Revenues
     Strategic services               $ 912        845       2,693     2,008
     Legacy services                    1,491      1,599     4,541     4,018
     Data integration                   65         78        197       173
                                      $ 2,468      2,522     7,431     6,199
Expenses
     Direct                           $ 1,002      1,028     2,945     2,455
     Allocated                          77         64        213       137
                                      $ 1,079      1,092     3,158     2,592
Segment income                        $ 1,389      1,430     4,273     3,607
Segment income margin                   56.3%      56.7%     57.5%     58.2%
Wholesale Markets Segment
Revenues
     Strategic services               $ 568        574       1,724     1,344
     Legacy services                    340        408       1,089     1,000
                                      $ 908        982       2,813     2,344
Expenses
     Direct                           $ 38         44        131       122
     Allocated                          235        263       715       586
                                      $ 273        307       846       708
Segment income                        $ 635        675       1,967     1,636
Segment income margin                   69.9%      68.7%     69.9%     69.8%
Enterprise Markets - Network Segment
Revenues
     Strategic services               $ 341        318       998       646
     Legacy services                    214        216       654       476
     Data integration                   103        88        286       176
                                      $ 658        622       1,938     1,298
Expenses
     Direct                           $ 189        183       572       369
     Allocated                          277        296       830       592
                                      $ 466        479       1,402     961
Segment income                        $ 192        143       536       337
Segment income margin                   29.2%      23.0%     27.7%     26.0%
Enterprise Markets - Data Hosting
Segment
Revenues
     Strategic services               $ 280        223       822       231
                                      $ 280        223       822       231
Expenses
     Direct                           $ 236        184       687       195
     Allocated                          (17)       (19)      (54)      (28)
                                      $ 219        165       633       167
Segment income                        $ 61         58        189       64
Segment income margin                   21.8%      26.0%     23.0%     27.7%

During the second quarter of 2012, we restructured our four operating segments
to more effectively leverage the strategic assets from our recent acquisitions
of Embarq, Qwest and Savvis. We also revised our methodology for how we
allocate our expenses to our segments to better align segment expenses with
related revenues. In addition, we now allocate certain expenses from our
enterprise markets-data hosting segment to our other three segments. We have
restated prior periods to reflect these changes in our methodology.







CenturyLink, Inc.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
(Dollars in millions)
                 Three months ended September 30,      Three months ended September 30,
                 2012                                  2011
                                           As                                    As
                                           adjusted                              adjusted
                             Less        excluding              Less        excluding
                 As        special     special    As        special     special
                 reported  items       items      reported  items       items
Operating
cash flow and
cash flow
margin
 Operating    $ 736         26        (1) 710          548         (109)     (3) 657
 income
 Add:
 Depreciation    1,144       (45)      (2) 1,189        1,228       -             1,228
 and
 amortization
 Operating    $ 1,880       (19)          1,899        1,776       (109)         1,885
 cash flow
 Revenues   $ 4,571       -             4,571        4,596       -             4,596
 Operating
 income margin
 (operating      16.1%                     15.5%        11.9%                     14.3%
 income
 divided by
 revenues)
 Operating
 cash flow
 margin
 (operating      41.1%                     41.5%        38.6%                     41.0%
 cash flow
 divided by
 revenues)
Free cash
flow
 Operating                            $   1,899                                  1,885
 cash flow
 Less: Cash
 (paid)                                    (28)                                   1
 refunded for
 income taxes
 Less: Cash
 paid for
 interest, net                             (268)                                  (300)
 of amounts
 capitalized
 Less:
 Capital                                   (704)                                  (712)
 expenditures
 (4)
 Other income                             6                                      7
 (expense)
 Free cash                                905                                    881
 flow (5)





SPECIAL ITEMS
     Includes severance costs associated with recent reduction in force
     initiatives ($2 million), integration, severance, and retention costs
(1) associated with our acquisition of Qwest ($16 million) and integration,
-   severance,retention costs associated with our acquisition of Savvis ($4
     million); partially offset with a $45 million out-of-period depreciation
     adjustment and a $3 million credit related to tax incentives for the
     Embarq integration.
(2) Out-of-period depreciation adjustment ($45 million) to correct an
-   overstatement of depreciation in prior quarters.
     Includes integration, severance, and retention costs associated with our
(3) acquisition of Qwest, along with restructuring charges ($65 million);
-   integration and severance costs associated with ouracquisition of Embarq
     ($24 million); transaction and other costs associated with our
     acquisition of Savvis ($20 million).
(4) Excludes $15 million in third quarter 2012 and $9 million in third
-   quarter 2011 of capital expenditures related to the integration of
     Embarq, Qwest and Savvis.
(5) Excludes special items identified in items (1) to (3) and the impact of
-   pension contributions of $32 million for third quarter 2012.







CenturyLink, Inc.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
(Dollars in millions)
                 Nine months ended September 30,       Nine months ended September 30,
                 2012                                  2011
                                           As                                    As
                                           adjusted                              adjusted
                             Less        excluding              Less        excluding
                 As        special     special    As        special     special
                 reported  items       items      reported  items       items
Operating
cash flow and
cash flow
margin
 Operating    $ 2,047       (106)     (1) 2,153        1,492       (404)     (3) 1,896
 income
 Add:
 Depreciation    3,560       (30)      (2) 3,590        2,774       -             2,774
 and
 amortization
 Operating    $ 5,607       (136)         5,743        4,266       (404)         4,670
 cash flow
 Revenues   $ 13,793      -             13,793       10,698      -             10,698
 Operating
 income margin
 (operating      14.8%                     15.6%        13.9%                     17.7%
 income
 divided by
 revenues)
 Operating
 cash flow
 margin
 (operating      40.7%                     41.6%        39.9%                     43.7%
 cash flow
 divided by
 revenues)
Free cash
flow
 Operating                            $   5,743                                  4,670
 cash flow
 Less: Cash
 (paid)                                    (59)                                   100
 refunded for
 income taxes
 Less: Cash
 paid for
 interest, net                             (997)                                  (760)
 of amounts
 capitalized
 Less:
 Capital                                   (1,981)                                (1,485)
 expenditures
 (4)
 Other income                             16                                     12
 (expense)
 Free cash                                2,722                                  2,537
 flow (5)







SPECIAL ITEMS
     Includes severance costs associated with recent reduction in force
     initiatives ($68 million), integration, severance, and retention costs
(1) associated with our acquisition of Qwest ($62 million) and integration,
-   severance,retention costs associated with our acquisition of Savvis ($9
     million); partially offset with a $30 million out-of-period depreciation
     adjustment and a $3 million credit related to tax incentives for the
     Embarq integration.
(2) Our-of-period depreciation adjustment ($30 million) to correct an
-   overstatement of depreciation in prior quarters.
     Includes integration, severance, and retention costs associated with our
     acquisition of Qwest, along with restructuring charges ($316 million);
(3) integration and severance costs associated with ouracquisition of Embarq
-   ($79 million); transaction and other costs associated with our
     acquisition of Savvis ($22 million); net of a favorable settlement of an
     operating tax issue $13 million.
(4) Excludes $43 million for the nine months ended September 30, 2012 and $26
-   million for the nine months ended September 30, 2011 of capital
     expenditures related to the integration of Embarq, Qwest and Savvis.
     Excludes (i) special items identified in items (1) to (3) and (ii) the
(5) impact of pension contributions of $32 million for the nine months ended
-   September 30, 2012 and $100 million for the nine months ended September
     30, 2011.







CenturyLink, Inc.
ADJUSTED AND PRO FORMA STATEMENTS OF INCOME - NON-GAAP
THREE MONTHS ENDED SEPTEMBER 30, 2012 AND JUNE 30, 2012 AND PRO FORMA THREE
MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(Dollars in millions, except per share amounts, shares in thousands)
                                                              Pro forma
                                                              (1)
                            Three months     Three months     Three months
                            ended        ended            ended
                            September        June 30,         September
                            30, 2012         2012             30, 2011
                            (excluding       (excluding       (excluding
                            special          special          special
                            items)(2)        items)(2)        items)(2)
OPERATING REVENUES
    Strategic services    $ 2101             2076             1994
    Legacy services         2045             2100             2227
    Data integration        168              170              166
    Other                   257              266              246
                            4571             4612             4633
OPERATING EXPENSES
    Cash expenses         2,672        (A) 2,712        (B) 2,739        (C)
    Depreciation and       1,189        (D) 1,208            1,240
    amortization
                            3,861            3,920            3,979
OPERATING INCOME          710              692              654
OTHER INCOME (EXPENSE)
    Interest expense      (326)            (335)            (327)
    Other income           6            (E) 3            (F) 7
    (expense)
    Income tax expense    (153)        (G) (142)        (G) (130)        (G)
NET INCOME              $ 237              218              204
DILUTED EARNINGS PER     $ 0.38             0.35             0.33
SHARE
WEIGHTED AVERAGE
DILUTED SHARES              623,296          621,839          616,560
OUTSTANDING
OPERATING CASH FLOW
    Operating income    $ 710              692              654
    Add: Depreciation     1,189            1,208            1,240
    and amortization
    Operating cash       $ 1,899            1,900            1,894
    flow
                            As of            As of            As of
OPERATING METRICS         September        June 30,         September
                            30, 2012         2012             30, 2011
    Broadband               5,807            5,763            5,579
    subscribers
    Access lines            13,946           14,145           14,803







        The pro forma information presented above reflects the operations of
        CenturyLink (which includes Qwest for the entire third quarter 2011)
        and Savvis assuming Savvis' results of operations had been combined as
        of January 1, 2010. Pro forma adjustments include (i) the
        amortization of the fair value assigned to intangible assets
(1)     (primarily customer relationship); (ii) adjustments to depreciation to
        reflect the fair value assigned to property, plant and equipment; and
       (iii) the related income tax effects. The above pro forma information
        (i) has not been prepared in accordance with generally accepted
        accounting principles, (ii) is for illustrative purposes only, and
        (iii) is not necessarily indicative of the combined operating results
        that would have occurred if the Savvis merger had been consummated as
        of January 1, 2010.
(2)   Summary description of special items for Third Quarter 2012, Second
      Quarter 2012 and Third Quarter 2011:
        Excludes severance costs associated with recent reduction in force
        initiatives ($2 million), integration, severance, and retention costs
    (A) associated with our acquisition of Qwest ($16 million)and
        integration, severance, retention costs associated with our
        acquisition of Savvis ($4 million); partially offset with a $3 million
        credit related to tax incentives for the Embarq integration.
        Excludes severance costs associated with recent reduction in force
    (B) initiatives ($23 million), integration, severance, and retention costs
        associated with our acquisitionof Qwest ($10 million) and
        integration, severance, and retention costs associated with our
        acquisition of Savvis ($2 million).
        Excludes integration, severance, and retention costs associated with
        our acquisition of Qwest, along with restructuring charges ($65
    (C) million); integration and severance costs associated with our
        acquisition of Embarq ($24 million); and transaction and other costs
        associated with our acquisition of Savvis ($20 million).
    (D) Excludes out-of-period depreciation adjustment ($45 million) to
        correct an overstatement of depreciation in prior quarters.
    (E) Excludes gain on the sale of a non-operating investment ($6 million).
    (F) Excludes net loss associated with early retirement of debt ($202
        million).
        Excludes tax effect of above items (A) to (F) ($12 million) for third
    (G) quarter 2012; ($93 million) for second quarter 2012 and ($39 million)
        for third quarter 2011. Third quarter 2012 also excludesa benefit
        from the reversal of a valuation allowance $11 million.







CenturyLink, Inc.
SUPPLEMENTAL NON-GAAP INFORMATION - ADJUSTED DILUTED EPS
THREE MONTHS ENDED SEPTEMBER 30, 2012 AND JUNE 30, 2012 AND PRO FORMA THREE
MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(Dollars in millions, except per share amounts)
                                                                  Pro Forma*
                                        Three months Three months Three months
                                        ended        ended        ended
                                        September    June 30,     September
                                        30, 2012     2012         30, 2011
                                        (excluding   (excluding   (excluding
                                        special      special      special
                                        items)       items)       items)
Net income **                         $ 237          218          204
Add back:
 Amortization of customer base
intangibles:
                 Qwest                  241          244          257
                 Embarq                 34           39           39
                 Savvis                 15           14           20
 Amortization of trademark
intangibles:
                 Qwest                  15           16           20
                 Savvis                 2            3            2
 Amortization of fair value
adjustment of long-term debt:
                 Embarq                 1            1            1
                 Qwest                  (20)         (20)         (56)
 Subtotal                        288          297          283
 Tax effect of above items           (112)        (112)        (110)
Net adjustment, after taxes             176          185          173
Net income, as adjusted for above     $ 413          403          377
items
Weighted average diluted shares         623.3        621.8        616.6
outstanding
Diluted EPS (excluding special        $ 0.38         0.35         0.33
items)
Adjusted diluted EPS as adjusted for
the above-listed purchaseaccounting
intangible and interest
amortizations (excluding special      $ 0.66         0.65         0.61
items)





The above schedule presents adjusted net income and adjusted earnings per
share (both excluding special items) by adding back to net income and earnings
per share certain non-cash expense items that arise as a result of the
application of business combination accounting rules to recent acquisitions.
Such presentation is not in accordance with generally accepted
*The pro forma information presented above reflects the operations of
CenturyLink (which includes Qwest for the entire third quarter 2011) and
Savvis assuming Savvis' results of operations had been combined as of January
1, 2010. Pro forma adjustments include (i) the amortization of the fair value
assigned to intangible assets (primarily customer relationship); (ii)
adjustments to depreciation to reflect the fair value assigned to property,
plant and equipment; and (iii) the related income tax effects. The above pro
forma information (i) has not been prepared in accordance with generally
accepted accounting principles, (ii) is for illustrative purposes only, and
(iii) is not necessarily indicative of the combined operating results that
would have occurred if the Savvis merger had been consummated as of January 1,
2010.
**See preceding schedule for a summary description of special items.







CenturyLink, Inc.
SUPPLEMENTAL PRO FORMA SEGMENT DATA
THREE MONTHS ENDED SEPTEMBER 30, 2012 AND JUNE 30, 2012 AND PRO FORMA THREE
MONTHS ENDED SEPTEMBER 30, 2011
ASSUMING CENTURYLINK'S ACQUISITION OF SAVVIS OCCURRED JANUARY 1, 2010
(UNAUDITED)
(Dollars in millions)
                                                                 Pro forma (*)
                                        Three months   Three     Three months
                                                       months
                                        ended          ended     ended
                                        September 30,  June 30,  September 30,
                                        2012           2012      2011
Total segment revenues                $ 4,314          4,346     4,387
Total segment expenses                  2,037          2,024     2,071
Total segment income**                $ 2,277          2,322     2,316
Total segment income margin (segment
incomedivided by segment revenues)     52.8%          53.4%     52.8%
Regional Markets Segment
Revenues
        Strategic services            $ 912            894       845
        Legacy services                 1,491          1,510     1,599
        Data integration                65             73        78
                                      $ 2,468          2,477     2,522
Expenses
        Direct                        $ 1,002          981       1,028
        Allocated                       77             67        64
                                      $ 1,079          1,048     1,092
Segment income                        $ 1,389          1,429     1,430
Segment income margin                   56.3%          57.7%     56.7%
Wholesale Markets Segment
Revenues
        Strategic services            $ 568            574       574
        Legacy services                 340            370       409
                                      $ 908            944       983
Expenses
        Direct                        $ 38             45        44
        Allocated                       235            241       263
                                      $ 273            286       307
Segment income                        $ 635            658       676
Segment income margin                   69.9%          69.7%     68.8%
Enterprise Markets - Network Segment
Revenues
        Strategic services            $ 341            333       318
        Legacy services                 214            218       217
        Data integration                103            97        88
                                      $ 658            648       623
Expenses
        Direct                        $ 189            199       183
        Allocated                       277            280       296
                                      $ 466            479       479
Segment income                        $ 192            169       144
Segment income margin                   29.2%          26.1%     23.1%
Enterprise Markets - Data Hosting
Segment
Revenues
        Strategic services            $ 280            277       259
                                      $ 280            277       259
Expenses
        Direct                        $ 236            230       212
        Allocated                       (17)           (19)      (19)
                                      $ 219            211       193
Segment income                        $ 61             66        66
Segment income margin                   21.8%          23.8%     25.5%



During the second quarter of 2012, we restructured our four operating segments
to more effectively leverage the strategic assets from our recent acquisitions
of Embarq, Qwest and Savvis. We also revised our methodology for how we
allocate our expenses to our segments to better align segment expenses with
related revenues. In addition, we now allocate certain expenses from our
enterprise markets-data hosting segment to our other three segments. We have
restated prior periods to reflect these changes in our methodology. The pro
forma segment data for 2010 has not been restated as it is deemed
impracticable to do so.
*The pro forma information presented above reflects the operations of
CenturyLink (which includes Qwest for the entire third quarter 2011) and
Savvis assuming Savvis' results of operations had been combined as of January
1, 2010. Pro forma adjustments include (i) the amortization of the fair value
assigned to intangible assets (primarily customer relationship); (ii)
adjustments to depreciation to reflect the fair value assigned to property,
plant and equipment; and (iii) the related income tax effects. The above pro
forma information (i) has not been prepared in accordance with generally
accepted accounting principles, (ii) is for illustrative purposes only, and
(iii) is not necessarily indicative of the combined operating results that
would have occurred if the Savvis merger had been consummated as of January 1,
2010. For additional information regarding this pro forma information,
including related pro forma adjustments, please see the preceding supplemental
schedule.
** See preceding schedule for a summary description of special items.







CenturyLink, Inc.
SUPPLEMENTAL SELECT SAVVIS REVENUE INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2012, JUNE 30, 2012, AND PRO FORMA THREE
MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(Dollars in millions)
                                                                Pro Forma*
                           Three months           Three         Three months
                                                  months
                           ended                  ended         ended
                           September 30, 2012     June 30,      September 30,
                                                  2012          2011
Colocation revenue     $   110                    107           98
Managed hosting            108                    106           98
revenue



*The pro forma information presented above reflects certain selected revenue
of Savvis assuming CenturyLink owned Savvis as of January 1, 2010.As noted
more fully on the prior schedules, the above pro forma information has not
been prepared in accordance with generally accepted accounting principles and
is for illustrative purposes only.





SOURCE CenturyLink, Inc.

Website: http://www.centurytel.com
Contact: Kristina Waugh, +1-318-340-5627, kristina.r.waugh@centurylink.com