CenturyLink Reports First Quarter 2012 Earnings; Increases Annual Operating Expense Synergy Target for Qwest to $650 Million

CenturyLink Reports First Quarter 2012 Earnings; Increases Annual Operating Expense Synergy Target for Qwest to $650 Million

Achieved operating revenues of $4.61 billion, in-line with guidance

Improved annual rate of revenue decline to 2.7% in first quarter 2012 compared to 3.6% and 3.2% annual declines in pro forma (1) first quarter 2011 and fourth quarter 2011, respectively

Achieved Adjusted Diluted EPS (1, 2) of $0.68 compared to $0.55 in fourth quarter 2011 and $0.78 in pro forma first quarter 2011

Generated Free Cash Flow (2) of $1.04 billion, excluding special items

Continued improvement in line loss trend during first quarter 2012 with 6.4% annual decline compared to 7.6% annual decline in pro forma first quarter 2011

Realized strong growth in high-speed Internet and Prism(TM)TV subscribers during first quarter

Raised annual operating expense synergy target for the Qwest acquisition to $650 million from $575 million

Exited first quarter 2012 with annual run-rate operating expense synergies of approximately $340 million related to Qwest integration

MONROE, La., May 9, 2012 /PRNewswire/ -- CenturyLink, Inc. (NYSE: CTL) today reported strong operating revenues, free cash flow and subscriber results forfirst quarter 2012.

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

"CenturyLink delivered solid financial results again this quarter, highlighting our continuing growth of broadband and Prism((TM)) TV customers, as well as good operating expense control," said Glen F. Post, III, chief executive officer and president. "We continue to improve our top-line revenue trend and deliver strong subscriber results while investing in key strategic initiatives and meeting our synergy targets for both the Qwest and Savvis integrations. Our local operating model continues to help drive revenues and improve customer trends."

"We recently announced an operating group restructuring to more competitively and effectively serve our business and government customers. We have assembled a strong portfolio of strategic assets and believe that the new structure, which went into effect in April, will help us more efficiently deliver our products and services. First quarter results represent a good start to the year and I am confident we will be able to continue to strengthen our position as a communications industry leader with global reach," said Post.

First Quarter Highlights

CenturyLink continued to improve its top-line revenue trend, deliver strong subscriber results, invest in key strategic initiatives and meet its Qwest and Savvis synergy targets in first quarter 2012. Among the quarter's highlights:


-- Improved pro forma year-over-year top-line revenue trend to a 2.7% rate
of decline in first quarter 2012, compared to a 3.6% decline in pro
forma first quarter 2011.
-- Achieved strong free cash flow generation of $1.04 billion, excluding
special items of $82 million and integration-related capital of $10
million.
-- Reduced access line loss by 20% compared to pro forma first quarter 2011
and 6% sequentially.
-- Added more than 89,000 high-speed Internet customers to end first
quarter 2012 with 5.64 million subscribers, representing 4.2% annual
growth over pro forma first quarter 2011.
-- Expanded Prism(TM) TV subscribers by over 20% in first quarter 2012 from
fourth quarter 2011 and increased penetration of available homes in our
markets to more than 8%.
-- Generated sequential recurring revenue growth in our Business Markets
Group and Savvis operating group, along with strong sales in both
operating groups.
Consolidated First Quarter Financial Results

Operating revenues for first quarter 2012 were $4.61 billion compared to $1.70 billion in first quarter 2011. This increase was primarily due to $2.7 billion and $266 million of revenue contributions from the Qwest acquisition completed April 1, 2011 and the Savvis acquisition completed July 15, 2011, respectively. Increases in strategic revenues, primarily driven by business demand for high bandwidth data services and growth in high-speed Internet and Prism((TM)) TV subscribers, were more than offset by declines in legacy services revenues primarily due to the impact of access line losses and lower access revenues.

First quarter 2012 operating revenues compared to first quarter 2011 pro forma operating revenues declined 2.7% from $4.74 billion a year ago to $4.61 billion this quarter, due to the decline in legacy revenues, more than offsetting the increase in strategic revenues as discussed above. However, the pro forma year-over-year decline in legacy revenues improved to 8.7% in first quarter 2012 from a 10.9% rate of decline in first quarter 2011.

Operating expenses, excluding special items, increased to $3.87 billion from $1.20 billion in first quarter 2011, primarily due to $2.3 billion and $281 million of operating costs associated with the Qwest and Savvis acquisitions, respectively.

Operating expenses, excluding special items, decreased to $3.87 billion in first quarter 2012 from pro forma first quarter 2011 operating expenses of $3.89 billion. Expenses declined modestly year-over-year as incremental integration-related cost synergies and operating expense reductions associated with workforce realignment were mostly offset by continued investment in key strategic initiatives.

Operating cash flow (as defined in our supplemental schedules), excluding special items, increased 124% to $1.94 billion from $868 million in first quarter 2011, primarily due to the Qwest acquisition. For first quarter 2012, CenturyLink achieved an operating cash flow margin, excluding special items, of 42.2% versus 51.2% in first quarter 2011, reflecting the impact that lower margins of Qwest and Savvis had on CenturyLink's consolidated operating cash flow margin in first quarter 2012.

First quarter 2012 operating cash flow of $1.94 billion, excluding special items, declined 5.8% from first quarter 2011 pro forma operating cash flow of $2.06 billion, primarily due to the decline in legacy revenues.

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

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

Excluding the items outlined above, CenturyLink's Adjusted Net Income for first quarter 2012 was $423 million compared to pro forma Adjusted Net Income of $484 million in first quarter 2011. First quarter 2012 Adjusted Diluted EPS was $0.68 compared to pro forma Adjusted Diluted EPS of $0.78 in the year-ago period. The decrease in both measures was primarily driven by the anticipated decline in legacy voice and access revenues associated with access line losses and lower minutes of use, which more than offset the increase in strategic revenues.

GAAP Results - First Quarter

Under generally accepted accounting principles (GAAP), net income for first quarter 2012 was $200 million compared to $211 million for first quarter 2011, and diluted earnings per share for first quarter 2012 was $0.32 compared to $0.69 for first quarter 2011. First quarter 2012 net income and diluted earnings per share reflect a net $43 million ($0.07 per share) after-tax impact of severance costs associated with our recent expense reduction initiatives and integration, severance, and retention costs associated with the Qwest and Savvis acquisitions, partially offset by non-operating gains on the early retirement of debt and sale of investment securities. 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 million ($0.06 per share) and $4 million ($0.01 per share) of after-tax costs related to transaction and integration costs associated with the Qwest acquisition.

Segment Results / Highlights

Regional Markets Group (RMG)

RMG continued to leverage CenturyLink's local operating model and strengthen its competitive position, resulting in continued improvements in revenue and subscriber trends in our local markets.


-- Strategic revenues for RMG were $764 million in the quarter, a 3.9%
increase over pro forma first quarter 2011.
-- Generated $2.20 billion in total revenues, a decrease of 4.1% from pro
forma first quarter 2011, reflecting the continued decline in legacy
services.
-- Added more than 89,000 high-speed Internet subscribers during first
quarter 2012 to reach total subscribers of 5.64 million.
-- Increased Prism((TM) )TV subscribers by nearly 15,000, 55% of which
represented new CenturyLink customers, and ended the first quarter with
nearly 85,000 Prism((TM) )TV subscribers.
Business Markets Group (BMG)

BMG achieved solid growth in recurring revenue sales again in the first quarter, continuing a trend that began in the last half of 2011, and grew recurring revenue for the second consecutive quarter.


-- Strategic revenues for BMG were $450 million in the quarter, a 3.0%
increase over pro forma first quarter 2011 driven by strength in high
bandwidth services. Excluding the impact of low-speed private line
services, the adjusted growth rate was approximately 8%.
-- Generated $917 million in total revenues, a decrease of 1.3% from pro
forma first quarter 2011, reflecting declines in legacy services
revenues and data integration revenues, which more than offset growth in
CenturyLink's high-bandwidth broadband offerings. Excluding data
integration revenues, BMG's first quarter year-over-year revenue decline
was 0.4%.
-- Experienced increased traction in leveraging cross-selling opportunities
with Savvis products during the quarter and expect this to continue in
second quarter 2012.
Wholesale Markets Group (WMG)

WMG capitalized on carrier bandwidth expansion and Ethernet sales to generate solid strategic revenue growth in the first quarter while continuing to implement a strong fiber build program.


-- Strategic revenues for WMG were $576 million in the quarter, a 4.2%
increase over pro forma first quarter 2011, driven by wireless carrier
bandwidth expansion and Ethernet sales.
-- Generated $957 million in total revenues, a decrease of 4.2% from pro
forma first quarter 2011, reflecting the continued decline in legacy
services primarily driven by lower switched access minutes of use
associated with access line loss and displacement of access revenue by
alternative forms of communication such as email, social media, texting,
wireless and VoIP.
-- Completed approximately 650 fiber builds during the first quarter,
ending the quarter with about 10,800 fiber-connected towers.
Savvis

Savvis achieved solid revenue growth in the quarter, driven by 7.6% pro forma year-over-year managed hosting revenue growth. New bookings were strong, repeating the level attained in the prior quarter.


-- Savvis operating revenues were $266 million in the quarter, a 3.9%
increase from pro forma first quarter 2011. Savvis hosting revenues were
$202 million, a 5.8% increase from pro forma first quarter 2011,
including managed hosting revenues of $99 million, a 7.6% increase from
pro forma first quarter 2011.
-- Achieved strong quarterly bookings which grew more than 26% from the
year-ago period. First quarter 2012 and fourth quarter 2011 bookings
were the strongest since early 2008.
-- Savvis announced a joint venture with Digital Realty Trust to build a
data center in the Hong Kong financial district and launched Savvis
Symphony cloud products in Hong Kong and Japan.
-- As of March 31, 2012, we had 51 data centers(3) in North America, Europe
and Asia, with total sellable floor space of 1.36 million square feet.
Operating Group Restructuring

In April, CenturyLink restructured its operating groups focused on business and government customer segments into two organizations. National and international Business Markets Group (BMG) customers, Savvis customers and federal government customers will be served by the new Enterprise Markets Group (EMG). In-region large business customers and state and local government customers will be served by the existing Regional Markets Group (RMG). The Savvis Operating Group wholesale customers will be served by the Wholesale Markets Group (WMG).

As a result of this restructuring, segment financial information will be realigned to support the new operating group structure. When the Company announces second quarter 2012 earnings results in August, we plan to provide selected segment financial information for the four segments discussed below, along with restated historical quarterly segment financial information retroactive to first quarter 2011.

Enterprise Markets Group will report two segments:


-- Network Services - Network services revenues and the related direct and
allocated costs associated with the national and international Business
Markets Group (BMG) customers and federal government customers
transferred to EMG from BMG, along with the Savvis Operating Group's
network services customers
-- Data Hosting Services - Colocation, managed hosting and cloud services
revenues and the related direct and allocated costs associated with the
national and international Business Markets Group (BMG) customers and
federal government customers transferred to EMG from BMG, along with the
Savvis Operating Group's data hosting services customers
Regional Markets Group will report one segment:


-- RMG financial information as previously provided, along with revenues
and the related direct and allocated costs associated with the in-region
large business customers and state and local government customers
transferred to RMG from BMG
Wholesale Markets Group will report one segment:


-- WMG financial information as previously provided, along with revenues
and the related direct and allocated costs associated with the Savvis
Operating Group wholesale customers transferred from Savvis to WMG
Integration Update

During first quarter 2012, CenturyLink incurred pre-tax transaction, integration, severance and retention costs of $39 million related to the Qwest and Savvis acquisitions.

CenturyLink has raised the anticipated annual operating expense synergy target related to the Qwest acquisition from $575 million to $650 million which we expect to achieve over the next two to four years. The majority of this $75 million increase is driven by non-personnel related cost synergies primarily in RMG, Finance and Network Services. CenturyLink ended first quarter 2012 with annualized operating expense synergy run rate of approximately $340 million from the Qwest acquisition. We now expect to exit 2012 with approximately $465 million in annual run-rate synergies related to the Qwest acquisition.

Guidance - Second Quarter 2012 and Full Year 2012


Second Quarter 2012
-------------------

Operating Revenue $4.55 to $4.60 billion
Operating Cash Flow
(excl special items) $1.86 to $1.91 billion
Adjusted Diluted EPS
(excl special items) $0.59 to $0.64


Full Year 2012 Previous Guidance Current Guidance
-------------- ----------------- ----------------
Operating Revenue $18.2 to $18.4 billion No revision
Operating Cash Flow
(excl special items) $7.4 to $7.6 billion $7.45 to $7.65 billion
Adjusted Diluted EPS
(excl special items) $2.25 to $2.45 $2.35 to $2.55
Capital Expenditures(4) $2.6 to $2.8 billion No revision
Free Cash Flow (excl
special items) $3.2 to $3.4 billion No revision
-------------------- -------------------- -----------
All 2012 outlook figures included in this release exclude the effects of special items, future changes in regulation, integration expenses associated with the Qwest and Savvis acquisitions, any changes in operating or capital plans and any future mergers, acquisitions, divestitures, buybacks or other similar business transactions. In addition, all outlook figures are based on acquisition-related fair value estimates for Savvis that remain subject to finalization. All assets and liabilities of Savvis have been assigned a fair value pursuant to business combination accounting rules. Such fair value assignments for Savvis have not been finalized and are subject to further adjustment before becoming final.

Investor Call

As previously announced, CenturyLink's management will host a conference call at 4:00 p.m. Central Time today, May 9, 2012. Interested parties can access the call by dialing 866-804-3547. The call will be accessible for replay through May 16, 2012, by calling 888-266-2081 and entering the conference ID number 1574081. 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 31, 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.

CenturyLink is the third largest telecommunications company in the United States. The company provides broadband, voice, wireless and managed 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 enterprise, 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, and is a global leader in cloud infrastructure and hosted IT solutions for enterprises through Savvis, a CenturyLink company. 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.

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 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 Savvis, Qwest and Embarq; our ability to successfully integrate the operations of Savvis and Qwest 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 assignment of the Savvis purchase price to identifiable assets or liabilities 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 future cash requirements, whether caused by unanticipated increases in capital expenditures, increases in pension funding requirements or otherwise; 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 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 July 2011 acquisition of Savvis, 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, 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) We define a "data center" to include
any facility where we market, sell
and deliver either colocation
services or multi-tenant managed
services, or both.
(4) Excludes approximately $100 million
of integration related capital
expenditures

CenturyLink, Inc.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(UNAUDITED)
(Dollars in millions, except per share amounts; shares in thousands)

Three months ended March 31, 2012 Three months ended March 31, 2011
--------------------------------- ---------------------------------
Increase
As adjusted As adjusted (decrease)
Less excluding Less excluding Increase excluding
As special special As special special (decrease) special
reported items items reported items items as reported items
-------- ----- ----- -------- ----- ----- ----------- -----

OPERATING REVENUES
Strategic $2,056 2,056 539 539 281.4% 281.4%
Legacy 2,143 2,143 995 995 115.4% 115.4%
Data integration 145 145 31 31 367.7% 367.7%
Other 266 266 131 131 103.1% 103.1%
4,610 - 4,610 1,696 - 1,696 171.8% 171.8%
----- --- ----- ----- --- -----

OPERATING EXPENSES
Cost of services and products 1,877 12 (1) 1,865 626 14 (4) 612 199.8% 204.7%
Selling, general and administrative 871 70 (1) 801 237 21 (4) 216 267.5% 270.8%
Depreciation and amortization 1,208 1,208 369 369 227.4% 227.4%
3,956 82 3,874 1,232 35 1,197 221.1% 223.6%
----- --- ----- ----- --- -----

OPERATING INCOME 654 (82) 736 464 (35) 499 40.9% 47.5%

OTHER INCOME (EXPENSE)
Interest expense (343) (343) (128) (128) 168.0% 168.0%
Other income (expense) 20 13 (2) 7 3 3 566.7% 133.3%
Income tax expense (131) 26 (3) (157) (128) 13 (5) (141) 2.3% 11.3%

NET INCOME $200 (43) 243 211 (22) 233 (5.2%) 4.3%


BASIC EARNINGS PER SHARE $0.32 (0.07) 0.39 0.69 (0.07) 0.76 (53.6%) (48.7%)
DILUTED EARNINGS PER SHARE $0.32 (0.07) 0.39 0.69 (0.07) 0.76 (53.6%) (48.7%)

AVERAGE SHARES OUTSTANDING
Basic 618,208 618,208 303,832 303,832 103.5% 103.5%
Diluted 620,350 620,350 304,479 304,479 103.7% 103.7%

DIVIDENDS PER COMMON SHARE $0.725 0.725 0.725 0.725 0.0% 0.0%

SPECIAL ITEMS
(1) - Includes
severance
costs
associated
with recent
expense
reduction
initiatives
($43
million),
integration,
severance,
and
retention
costs
associated
with our
acquisition
of Qwest
($36
million) and
integration,
severance,
and
retention
costs
associated
with our
acquisition
of Savvis
($3
million).
(2) - Gain
associated
with early
retirement
of debt ($8
million) and
gain on the
sale of a
non-
operating
investment
($5
million).
(3) - Income tax
benefit of
Items (1)
and (2).
(4) - Includes
integration
and
severance
related
costs
associated
with our
acquisition
of Embarq
($29
million) and
integration
costs
associated
with our
acquisition
of Qwest ($6
million).
(5) - Income tax
benefit of
Item (4).





CenturyLink, Inc.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2012 AND DECEMBER 31, 2011
(UNAUDITED)
(Dollars in millions)

March 31, December 31,
2012 2011
---- ----

ASSETS
CURRENT ASSETS
Cash and cash equivalents $1,530 128
Other current assets 3,352 3,389
Total current assets 4,882 3,517


NET PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment 30,188 29,595
Accumulated depreciation (10,893) (10,141)
Net property, plant and equipment 19,295 19,454


GOODWILL AND OTHER ASSETS
Goodwill 21,726 21,726
Other 10,939 11,351
Total goodwill and other assets 32,665 33,077


TOTAL ASSETS $56,842 56,048



LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $2,200 480
Other current liabilities 3,443 3,537
Total current liabilities 5,643 4,017

LONG-TERM DEBT 20,667 21,356
DEFERRED CREDITS AND OTHER LIABILITIES 9,894 9,848
STOCKHOLDERS' EQUITY 20,638 20,827
------ ------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $56,842 56,048





CenturyLink, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(UNAUDITED)
(Dollars in millions)


Three Months Three Months
Ended Ended
March 31, 2012 March 31, 2011
-------------- --------------

OPERATING ACTIVITIES
Net income $200 211
Adjustments to
reconcile net
income to net
cash provided by
operating
activities:
Depreciation
and
amortization 1,208 369
Deferred
income taxes 115 40
Provision for
uncollectible
accounts 56 20
Changes in
current
assets and
current
liabilities,
net 56 152
Retirement
benefits (75) (110)
Changes in
other
noncurrent
assets and
liabilities 47 (15)
Other, net (24) 3
Net cash provided by
operating activities 1,583 670
----- ---

INVESTING ACTIVITIES
Payments for
property, plant
and equipment and
capitalized
software (678) (211)
Other, net 15 3
Net cash used in
investing activities (663) (208)
---- ----

FINANCING ACTIVITIES
Net proceeds from
issuance of long-
term debt 2,032 -
Payments of long-
term debt (849) (3)
Net payments on
credit facility (277) (145)
Proceeds from
issuance of common
stock 35 19
Repurchase of
common stock (11) (15)
Dividends paid (452) (222)
Other, net 3 1
Net cash provided by
(used in) financing
activities 481 (365)
--- ----

Effect of exchange rate changes on cash and cash equivalents 1 -
--- ---

Net increase in cash and cash equivalents 1,402 97
Cash and cash equivalents at beginning of period 128 173
--- ---

Cash and cash equivalents at end of period $1,530 270
======





CenturyLink, Inc.
SELECTED SEGMENT FINANCIAL INFORMATION
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(UNAUDITED)
(Dollars in millions)

Three months ended
March 31,
-------------------
2012 2011
---- ----
Total
segment
revenues $4,344 1,565
Total segment
expenses 1,990 582
Total
segment
income $2,354 983

Total segment
income margin
(segment income
divided by segment
revenues) 54.2% 62.8%
==== ====

Regional Markets
Segment
----------------
Revenues
Strategic services $764 315
Legacy services 1,411 777
Data integration 29 27
$2,204 1,119
------ -----
Expenses*
Direct $903 447
Allocated 19 (14)
$922 433
---- ---

Segment
income $1,282 686

Segment income
margin 58.2% 61.3%
==== ====

Business Markets
Segment
----------------
Revenues
Strategic services $450 14
Legacy services 351 46
Data integration 116 4
$917 64
---- ---
Expenses*
Direct $244 1
Allocated 337 27
$581 28
---- ---

Segment
income $336 36

Segment income
margin 36.6% 56.3%
==== ====

Wholesale Markets
Segment
-----------------
Revenues
Strategic services $576 210
Legacy services 381 172
Data integration - -
$957 382
---- ---
Expenses*
Direct $47 32
Allocated 231 89
$278 121
---- ---

Segment
income $679 261

Segment income
margin 71.0% 68.3%
==== ====

Savvis Operations
Segment
-----------------
Revenues $266 -


Expenses*
-
direct $209 -


Segment
income $57 -

Segment income
margin 21.4% -
==== ===

*During the first quarter of
2012, as we transitioned certain
of Qwest's legacy systems to our
historical company systems, we
have updated how we report our
direct expenses and have updated
our methodology for how we
allocate our expenses to our
segments. Specifically, we no
longer include certain fleet
expenses for our regional
markets segment in direct
expenses; they are now allocated
expenses in our regional
markets, business markets and
wholesale markets segments. In
addition, we now more fully
allocate network building rent
and power expenses to our
regional markets, business
markets and wholesale markets
segments. We have not recast our
segment results for prior
periods to reflect these changes
in methodology, as it was deemed
impracticable to do so.





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


Three months ended March 31, 2012 Three months ended March 31, 2011
--------------------------------- ---------------------------------
As adjusted As 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 income $654 (82) (1) 736 464 (35) (2) 499
Add: Depreciation and
amortization 1,208 - 1,208 369 - 369
Operating cash flow $1,862 (82) 1,944 833 (35) 868


Revenues $4,610 - 4,610 1,696 - 1,696


Operating income margin
(operating income divided by
revenues) 14.2% 16.0% 27.4% 29.4%


Operating cash flow margin
(operating cash flow divided by
revenues) 40.4% 42.2% 49.1% 51.2%



Free cash flow
Operating cash flow $1,944 868
Less: Cash paid for income
taxes, net of refunds (1) (5)
Less: Cash paid for interest,
net of amounts capitalized (244) (70)
Less: Capital expenditures (3) (668) (207)
Other income (expense) 7 3

Free cash flow (4) 1,038 589

SPECIAL ITEMS
(1) - Includes
severance
costs
associated
with recent
expense
reduction
initiatives
($43
million),
integration,
severance,
and
retention
costs
associated
with our
acquisition
of Qwest
($36
million) and
integration,
severance,
and
retention
costs
associated
with our
acquisition
of Savvis
($3
million).
(2) - Includes
integration
and
severance
related
costs
associated
with our
acquisition
of Embarq
($29
million) and
integration
costs
associated
with our
acquisition
of Qwest ($6
million).
(3) - Excludes $10
million in
first
quarter 2012
and $4
million in
first
quarter 2011
of capital
expenditures
related to
the
integration
of Embarq
and Qwest.
(4) - Excludes (i)
special
items
identified
in items (1)
to (3) above
and (ii) the
impact of
pension
contributions
of $100
million for
the three
months ended
March 31,
2011.





CenturyLink, Inc.
PRO FORMA STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2012 AND DECEMBER 31, 2011 AND PRO FORMA THREE MONTHS ENDED MARCH 31, 2011
(UNAUDITED)
(Dollars in millions, except per share amounts, shares in thousands)

Pro forma (1)
Three months Three months Three months
ended ended ended
March 31, 2012 December 31, 2011 March 31, 2011
(excluding (excluding (excluding
special items)(2) special items)(2) special items)(2)
---------------- ---------------- ----------------

OPERATING REVENUES
Strategic services $2,056 2,031 1,981
Legacy services 2,143 2,180 2,348
Data integration 145 188 153
Other 266 254 255
4,610 4,653 4,737
----- ----- -----

OPERATING EXPENSES
Cash expenses 2,666 (A) 2,807 (B) 2,674 (C)
Depreciation and amortization 1,208 1,252 1,216
3,874 4,059 3,890
----- ----- -----

OPERATING INCOME 736 594 847

OTHER INCOME (EXPENSE)
Interest expense (343) (340) (347)
Other income (expense) 7 (D) 5 (E) 8
Income tax expense (157) (F) (108) (F) (202) (F)

NET INCOME $243 151 306


DILUTED EARNINGS PER SHARE $0.39 0.24 0.50

WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING 620,350 618,510 614,100

OPERATING CASH FLOW
Operating income $736 594 847
Add: Depreciation and amortization 1,208 1,252 1,216
Operating cash flow $1,944 1,846 2,063


Pro forma(3)
As of As of as of
OPERATING METRICS March 31, 2012 December 31, 2011 March 31, 2011
-------------- ----------------- --------------
Broadband subscribers 5,643 5,554 5,415
Access lines 14,379 14,584 15,357

(1) The pro forma information presented above reflects the operations of CenturyLink, Qwest and Savvis assuming their respective results of operations had been combined as of January 1, 2010. Pro forma adjustments include (i) the elimination of
intercompany billings and the elimination of certain
deferred revenues and costs; (ii) the elimination of certain components of pension and postretirement benefit costs; (iii) the amortization of the fair value preliminarily assigned to intangible assets (primarily customer relationship and
software); (iv) adjustments to depreciation to reflect
the fair value preliminarily assigned to property, plant and equipment; (v) adjustments to interest expense to reflect valuing debt at fair value; and (vi) 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 the combined operating results that would have occurred if the Qwest and Savvis mergers had been consummated as of January 1, 2010.

(2) Summary description of special items for First Quarter 2012, Fourth Quarter 2011 and First Quarter 2011:
(A) Excludes severance costs associated with recent expense reduction initiatives $(43 million), integration, severance, and retention costs associated with our acquisition of Qwest ($36 million) and integration, severance, and retention costs associated with our acquisition of Savvis ($3 million).
(B) Excludes integration, severance, retention, and restructuring costs associated with the Qwest, Embarq, and Savvis acquisitions ($61 million).
(C) Excludes integration and severance costs associated with the Qwest and Embarq acquisitions incurred by CenturyLink and realignment, severance and merger related costs incurred by Qwest ($49 million)
(D) Gain associated with early retirement of debt ($8 million) and gain on the sale of non-operating investment securities ($5 million).
(E) Excludes expense associated with early retirement of Qwest debt ($6 million).
(F) Excludes tax effect of above items (A) to (E) ($26 million for first quarter 2012, $25 million for fourth quarter 2011 and $18 million for first quarter 2011).

(3) The pro forma operating metrics presented above reflects the broadband subscribers and access lines of CenturyLink and Qwest as though
the companies had been combined as of January 1, 2010 after conforming the definitions of broadband subscribers and access lines between the
two companies.





CenturyLink, Inc.
SUPPLEMENTAL PRO FORMA INFORMATION - ADJUSTED DILUTED EPS
THREE MONTHS ENDED MARCH 31, 2012 AND PRO FORMA THREE MONTHS ENDED MARCH 31, 2011
(UNAUDITED)
(Dollars in millions, except per share amounts)



Pro Forma*
Three months Three months Three months
ended ended ended
March 31, 2012 December 31, 2011 March 31, 2011
(excluding (excluding (excluding
special items) special items) special items)

Net income $243 151 306
--- ---

Add back:
Amortization of customer
base intangibles:
Qwest 244 253 246
Embarq 39 39 44
Savvis 15 20 20

Amortization of trademark
intangibles:
Qwest 18 19 16
Savvis 2 2 2

Amortization of fair value
adjustment of long-term
debt:
Embarq 1 - 1
Qwest (28) (31) (44)

Subtotal 291 302 285
Tax effect of above items (111) (110) (107)
Net adjustment, after taxes 180 192 178
--- --- ---

Net income, as
adjusted for
above items $423 343 484

Weighted average diluted
shares outstanding 620.4 618.5 614.1

Diluted EPS
(excluding
special items) $0.39 0.24 0.50

Adjusted diluted EPS as
adjusted for purchase
accounting
intangible and interest
amortizations (excluding
special items) $0.68 0.55 0.78

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 accounting principles
but management believes the
presentation is useful to
analysts and investors to
understand the impacts of
growing our business through
acquisitions.



*The pro forma information presented above
reflects the operations of CenturyLink, Qwest and
Savvis assuming their respective results of
operations had been combined as of January 1,
2010. Pro forma adjustments include (i) the
elimination of intercompany billings and the
elimination of certain deferred revenues and
costs; (ii) the elimination of certain components
of pension and postretirement benefit costs;
(iii) the amortization of the fair value
preliminarily assigned to intangible assets





CenturyLink, Inc.
SUPPLEMENTAL PRO FORMA SEGMENT DATA
THREE MONTHS ENDED MARCH 31, 2012 AND DECEMBER 31, 2011 AND PRO FORMA THREE MONTHS ENDED MARCH 31, 2011
ASSUMING CENTURYLINK'S ACQUISITIONS OF QWEST AND SAVVIS OCCURRED JANUARY 1, 2010
(UNAUDITED)
(Dollars in millions)

Pro forma*
Three months Three months Three months
ended ended ended
March 31, 2012 December 31, 2011 March 31, 2011
-------------- ----------------- --------------
Total segment revenues $4,344 4,399 4,482
Total segment expenses 1,990 2,092 2,008
Total segment income $2,354 2,307 2,474

Total segment income margin (segment
income
divided by segment revenues) 54.2% 52.4% 55.2%
==== ==== ====

Regional Markets Segment
------------------------
Revenues
Strategic services $764 761 735
Legacy services 1,411 1,440 1,535
Data integration 29 36 28
2,204 2,237 2,298
----- ----- -----
Expenses**
Direct 903 938 933
Allocated 19 59 65
922 997 998
--- --- ---

Segment income $1,282 1,240 1,300

Segment income margin 58.2% 55.4% 56.6%
==== ==== ====

Business Markets Segment
------------------------
Revenues
Strategic services $450 446 437
Legacy services 351 350 367
Data integration 116 151 125
917 947 929
--- --- ---
Expenses**
Direct 244 275 226
Allocated 337 312 304
581 587 530
--- --- ---

Segment income $336 360 399

Segment income margin 36.6% 38.0% 42.9%
==== ==== ====

Wholesale Markets Segment
-------------------------
Revenues
Strategic services $576 564 553
Legacy services 381 390 446
Data integration - 1 -
957 955 999
--- --- ---
Expenses**
Direct 47 51 44
Allocated 231 249 246
278 300 290
--- --- ---

Segment income $679 655 709

Segment income margin 71.0% 68.6% 71.0%
==== ==== ====

Savvis Operations Segment
-------------------------
Revenues
Savvis Operations $266 260 256
266 260 256
--- --- ---
Expenses**
Direct 209 208 190
209 208 190
--- --- ---

Segment income $57 52 66

Segment income margin 21.4% 20.0% 25.8%
==== ==== ====

* For additional information regarding this pro
forma information, including related pro forma
adjustments, please see the preceding
supplemental schedule.

**During the first quarter of
2012, as we transitioned certain
of Qwest's legacy systems to our
historical company systems, we
have updated how we report our
direct expenses and have updated
our methodology for how we
allocate our expenses to our
segments. Specifically, we no
longer include certain fleet
expenses for our regional
markets segment in direct
expenses; they are now allocated
expenses in our regional
markets, business markets and
wholesale markets segments. In
addition, we now more fully
allocate network building rent
and power expenses to our
regional markets, business
markets and wholesale markets
segments. We have not recast our
segment results for prior
periods to reflect these changes
in methodology, as it was deemed
impracticable to do so.
SOURCE CenturyLink, Inc.

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http://photoarchive.ap.org/
CenturyLink, Inc.

CONTACT: Kristina Waugh, +1-318-340-5627, kristina.r.waugh@centurylink.com

Web Site: http://www.centurytel.com


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