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CenturyLink Reports Second Quarter 2010 Earnings

MONROE, La., Aug 04, 2010 /PRNewswire via COMTEX/ --

CenturyLink, Inc. (NYSE: CTL) announces operating results for second quarter 2010, which include the effect of the Embarq acquisition completed July 1, 2009.

  • Increased operating revenues more than 179% to $1.772 billion as a result of the Embarq acquisition.
  • Generated free cash flow of more than $428 million in second quarter 2010, excluding nonrecurring items (free cash flow is defined in the attached financial schedules).
  • Achieved approximately $75 million in operating cost synergies from the Embarq acquisition during second quarter 2010; expect to achieve approximately $330 million in annual run rate synergies by year end 2010.
  • Added more than 29,000 high-speed Internet customers compared to pro forma second quarter 2009 growth of approximately 28,000.
  • Improved access line losses by 22% compared to pro forma second quarter 2009.


      Second Quarter Highlights
    (Excluding nonrecurring items reflected in the attached financial
    schedules)
    (In thousands, except per share amounts and subscriber data)


                                          Quarter Ended  Quarter Ended
                                             6/30/10        6/30/09
                                             -------        -------

      Operating Revenues                        $1,772,030  $634,469
    Operating Cash Flow (1)                       $922,073  $303,593
    Net Income (2)                                $265,680  $83,299
    Diluted Earnings Per Share                        $.88     $.83
    Average Diluted Shares Outstanding             300,605   99,450
    Capital Expenditures (3)                     $195,046   $85,305
    ------------------------                     --------   -------

      Access Lines (4)                          6,767,000 1,961,000
    High-Speed Internet Customers               2,336,000   681,000
    -----------------------------                           -------


                                                % Change



      Operating Revenues                         179.3%
    Operating Cash Flow (1)                      203.7%
    Net Income (2)                               218.9%
    Diluted Earnings Per Share                     6.0%
    Average Diluted Shares Outstanding           202.3%
    Capital Expenditures (3)                     128.6%
    ------------------------                     -----

      Access Lines (4)                           245.1%
    High-Speed Internet Customers                243.0%
    -----------------------------                -----

    (1)  Operating Cash Flow is a non-GAAP financial measure. A reconciliation of this item to comparable GAAP measures is included in the attached financial schedules.
    (2)  All references to net income contained in this release represent net income attributable to CenturyLink, Inc.
    (3)  Includes capital expenditures of $5.9 million in second quarter 2010 and $13.5 million in second quarter 2009 related to the Embarq integration.
    (4)  Both periods reflect line count methodology adjustments to standardize legacy CenturyLink and Embarq line counts.


    "CenturyLink achieved solid operating revenues and our employees
     continued to do an excellent job of containing costs, resulting in
     the generation of strong cash flows during the quarter in spite of a
     very competitive marketplace and economic conditions that remain
     challenging," Glen F. Post, III, chief executive officer and
     president, said. "We continue to make solid progress toward our $375
     million operating expense synergy target from the Embarq acquisition,
     generating total operating expense synergies of $75 million during
     the quarter and exiting the quarter with a $315 million annual
     synergy run rate."


Operating revenues for second quarter 2010 were $1.772 billion compared to $634.5 million in second quarter 2009. This increase was primarily due to $1.23 billionof revenue contribution from the Embarq acquisition completed July 1, 2009. Additionally, revenue increases primarily driven by growth in high-speed Internet customers and data transport demand from wireless providers were more than offset by revenue declines primarily due to the impact of access line losses, lower switched access revenues, and lower universal service funds receipts, along with the elimination of $54 million of revenues in second quarter 2010, associated with the mid-2009 discontinuance of regulatory accounting for certain regulated operating entities.

Operating expenses, excluding nonrecurring items, were $1.208 billion compared to $459.4 million in second quarter 2009, primarily due to $825 million of operating costs associated with the Embarq acquisition (net of synergies), which more than offset $54 million of reduced operating expenses associated with the discontinuance of regulatory accounting reflected in second quarter 2010.

Operating cash flow, excluding nonrecurring items,increased 203.7% to $922.1 million from $303.6 million in second quarter 2009, primarily due to the Embarq acquisition. For second quarter 2010, CenturyLink achieved an operating cash flow margin, excluding nonrecurring items, of 52.0% versus 47.8% in second quarter 2009.

"We remain focused on positioning CenturyLink as the broadband provider of choice in our markets by enhancing our broadband products portfolio through deploying higher speeds in key markets and expanding the availability of Ethernet and IP-based product offerings," Post said. "We continue to strengthen our capabilities to grow data revenues across all customer segments."

Net income,excluding nonrecurring items, was $265.7 million in second quarter 2010 compared to $83.3 million in second quarter 2009, primarily driven by the Embarq acquisition. Diluted earnings per share, excluding nonrecurring items, was $.88 for second quarter 2010, a 6.0% increase from the $.83 reported in second quarter 2009. This increase was primarily due to the higher net income as discussed above, partially offset by the 202.3% increase in average diluted shares outstanding as a result of our all-stock acquisition of Embarq.

For the first six months of 2010, operating revenues, excluding nonrecurring items, were $3.572 billion compared to $1.270 billion during the same period in 2009, a 181.3% increase. Operating cash flow, excluding nonrecurring items, was $1.857 billion for the first six months of 2010, a 204.9% increase from the $609.1 million during the same period a year ago. Net income, excluding nonrecurring items, increased to $544.9 million from $165.2 million in 2009, while diluted earnings per share, excluding nonrecurring items, increased 10.4% to $1.81 from $1.64 in 2009.

Under generally accepted accounting principles (GAAP), net income for second quarter 2010 was $238.8 million compared to $69.0 million for second quarter 2009, and diluted earnings per share for second quarter 2010 was $.79 compared to $.68 for second quarter 2009.

Second quarter 2010 net income and diluted earnings per share reflect after-tax costs of $11.1 million ($.04 per share) related to integration costs associated with the Embarq acquisition, $8.2 million ($.03 per share) associated with Embarq severance related costs, and $7.6 million ($.02 per share) related to transaction and integration costs associated with the pending Qwest acquisition.

Net income under GAAP for the first six months of 2010 was $491.4 million, compared to $136.2 million for the first six months of 2009, and diluted earnings per share for the first six months of 2010 was $1.63 compared to $1.35 for the first six months of 2009. See the accompanying financial schedules for details of the Company's nonrecurring items for the six months ended June 30, 2010 and 2009.

Outlook. For third quarter 2010, CenturyLink expects total revenues of $1.720 to $1.745 billion and diluted earnings per share of $.77 to $.81.

For full year 2010, CenturyLink is updating its prior free cash flow and diluted earnings per share guidance as follows:


                                Prior Guidance            Revised Guidance
                                --------------            ----------------

    Free Cash Flow         $1.525 to $1.575 billion  $1.560 to $1.600 billion
    Diluted Earning Per
     Share                           $3.20 to $3.30            $3.30 to $3.40


This increased guidance reflects the favorable second quarter results and lower operating expenses than previously anticipated for the second half of 2010.

The Company continues to expect 2010 capital expenditures to be between $825 and $875 million.

These 2010 outlook figures exclude the effects of nonrecurring items, future changes in regulation, future integration expenses associated with the Embarq acquisition, integration and transaction expenses associated with the pending Qwest acquisition, any future changes in operating or capital plans related thereto, and any future mergers, acquisitions, divestitures or other similar business transactions.

Embarq Integration Update. CenturyLink completed the billing and customer care conversion of legacy Embarq customers in North Carolina in late April and has now completed the conversion of approximately 25 percent of the legacy Embarq customers. CenturyLink expects to complete an additional large billing conversion later this year, and expects to complete the final two legacy Embarq customer billing conversions by the end of third quarter 2011.

CenturyLink incurred $31.1 million of pre-tax integration and other costs related to the Embarq acquisition during second quarter 2010. The Company also incurred approximately $5.9 million of integration-related capital expenditures during the second quarter.

CenturyLink achieved approximately $75 million in operating cost synergies during second quarter 2010 and expects to achieve approximately $330 million in annual run rate synergies by year end 2010.

Qwest Transaction. On April 22, CenturyLink and Qwest Communications International Inc. (NYSE: Q) announced that their boards of directors approved a definitive agreement under which CenturyLink will acquire Qwest in a tax-free, stock-for-stock transaction. Qwest shareholders will receive 0.1664 CenturyLink shares for each share of Qwest common stock they own at closing, which is expected to occur in the first half of 2011, subject to various closing conditions. Upon closing of the transaction, CenturyLink shareholders are expected to own approximately 50.5% and Qwest shareholders are expected to own approximately 49.5% of the combined company.

CenturyLink and Qwest filed the requisite notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with the Antitrust Division of the Department of Justice and the Federal Trade Commission and received clearance thereon on July 15, 2010 to proceed with the transaction.

The transaction requires approval from regulatory commissions in 21 states and the District of Columbia. Six state approvals have been received to date. The Federal Communications Commission also is required to approve the transaction.

CenturyLink and Qwest filed a definitive joint proxy statement-prospectus with the Securities and Exchange Commission on July 19, 2010, which included notices by both companies of special meetings of shareholders on Tuesday, August 24, 2010, to vote on the merger. The record date for determining shareholders entitled to vote at the special meetings was July 13, 2010. The transaction is expected to close in the first half of 2011, subject to receipt of the above-mentioned governmental consents and approvals, as well as approval by both companies' shareholders.

Shareholder Returns. CenturyLink returned approximately $219 million to shareholders in the second quarter through cash dividends paid on June 21, 2010, to shareholders of record as of June 8, 2010.

In accordance with their definitive merger agreement, CenturyLink and Qwest shall coordinate with each other through the closing date to designate the record dates and payment dates for the two companies' respective quarterly dividends, such that neither CenturyLink shareholders nor Qwest shareholders shall receive more than one quarterly dividend during any calendar quarter. Thus, the timing of CenturyLink's future dividends may deviate from historical dates.

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

Investor Call. As previously announced, CenturyLink's management will host a conference call at 10:30 a.m. Central Time today. Interested parties can access the call by dialing 866.238.1665. Management will be reviewing an investor presentation during today's call, which is available at ir.centurylink.com or on the Investor Relations section of the corporate Web site at www.centurylink.com.

The call will be accessible for replay through August 10, 2010, by calling 888.266.2081 and entering the conference ID number 1469356. 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 August 24, 2010.

Forward Looking Statements

Certain non-historical statements made in this release and future oral or written statements or press releases by us or our management are intended to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the timing, success and overall effects of competition from a wide variety of competitive providers; the risks inherent in rapid technological change; the effects of ongoing changes in the regulation of the communications industry (including those arising out of the Federal Communication Commission's National Broadband Plan released in the first quarter of 2010); our ability to effectively adjust to changes in the communications industry; our ability to successfully integrate Embarq into our operations, including the possibility that the anticipated benefits from the Embarq merger cannot be fully realized in a timely manner or at all, or that integrating Embarq's operations into ours will be more difficult, disruptive or costly than anticipated; our ability to successfully complete our pending acquisition of Qwest, including timely receiving all shareholder and regulatory approvals and realizing the anticipated benefits of the transaction; 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; 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 in our capital expenditures; our ability to successfully negotiate collective bargaining agreements on reasonable terms without work stoppages; the effects of adverse weather; other risks referenced from time to time in this report or other of our filings with the Securities and Exchange Commission (the "SEC"); and the effects of more general factors such as changes in interest rates, in tax rates, in accounting policies or practices, in operating, medical, pension or administrative costs, in general market, labor or economic conditions, or in legislation, regulation or public policy. These and other uncertainties related to our business and our recently completed or pending acquisitions are described in greater detail in Item 1A to our Form 10-K for the year ended December 31, 2009, 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.

Additional Information About the Pending Qwest Merger

In connection with the proposed Qwest merger, CenturyLink has filed, and the U.S. Securities and Exchange Commission, or SEC, has declared effective, a Registration Statement on Form S-4 that includes a joint proxy statement of CenturyLink and Qwest that also constitutes a prospectus of CenturyLink. CenturyLink and Qwest began mailing the final joint proxy statement/prospectus to their respective shareholders on July 19, 2010. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION. You may obtain the joint proxy statement/prospectus, as well as other filings containing information about CenturyLink and Qwest, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the joint proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to CenturyLink, 100 CenturyLink Drive, Monroe, Louisiana 71203, Attention: Corporate Secretary, or to Qwest, 1801 California Street, Denver, Colorado 80202, Attention: Shareholder Relations. The respective directors and executive officers of CenturyLink and Qwest and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding CenturyLink's directors and executive officers is available in its proxy statement filed with the SEC by CenturyLink on April 7, 2010, and information regarding Qwest's directors and executive officers is available in its proxy statement filed with the SEC by Qwest on March 17, 2010. These documents can be obtained free of charge from the sources indicated above. Other information regarding the interests of the participants in the proxy solicitation are included in the joint proxy statement/prospectus and other relevant materials filed or to be filed with the SEC. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CenturyLink is a leading provider of high-quality broadband, entertainment and voice services over its advanced communications networks to consumers and businesses in 33 states. CenturyLink, headquartered in Monroe, La., is an S&P 500 company and is included among the Fortune 500 list of America's largest corporations. For more information on CenturyLink, visit www.centurylink.com.


                 CenturyLink, Inc.
         CONSOLIDATED STATEMENTS OF INCOME
     THREE MONTHS ENDED JUNE 30, 2010 AND 2009
                    (UNAUDITED)



                                 Three months ended June 30, 2010
                                --------------------------------
                                                                As adjusted
                                              Less                excluding
                                              non-                  non-
                          As                recurring             recurring
     In thousands,
      except per
      share
      amounts          reported               items                 items
                       --------               -----                 -----

     OPERATING
      REVENUES*
       Voice              $790,580                                   790,580
       Data                472,999                                   472,999
       Network
        access             274,956                                   274,956
       Other               233,495                                   233,495
                         1,772,030                    -            1,772,030
                         ---------                  ---            ---------

     OPERATING
      EXPENSES
       Cost of
        services and
        products           589,420               11,798    (1)       577,622
       Selling,
        general and
        administrative     301,671               29,336    (1)       272,335
       Depreciation
        and
        amortization       357,951                                   357,951
                         1,249,042               41,134            1,207,908
                         ---------               ------            ---------

     OPERATING
      INCOME               522,988              (41,134)             564,122

     OTHER INCOME
      (EXPENSE)
       Interest
        expense           (143,249)                                 (143,249)
       Other income
        (expense)            7,308                                     7,308
       Income tax
        expense           (147,921)              14,225    (2)      (162,146)


     NET INCOME            239,126              (26,909)             266,035
     Less: Net
      income
      attributable
      to
      noncontrolling
      interests               (355)                                      (355)
                              ----
     NET INCOME
      ATTRIBUTABLE
      TO
      CENTURYLINK,
      INC.                $238,771              (26,909)             265,680
                          ========              =======              =======

     BASIC
      EARNINGS PER
      SHARE                  $0.79                (0.09)                0.88
     DILUTED
      EARNINGS PER
      SHARE                  $0.79                (0.09)                0.88

     AVERAGE
      SHARES
      OUTSTANDING
       Basic               300,058                                   300,058
       Diluted             300,605                                   300,605

    DIVIDENDS PER
     COMMON SHARE           $0.725                                     0.725




                                Three months ended June 30, 2009
                                --------------------------------


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


    OPERATING REVENUES*
       Voice                    247,427               247,427
       Data                     142,923               142,923
       Network access           150,542               150,542
       Other                     93,577                93,577
                                634,469        -      634,469
                                -------      ---      -------

     OPERATING EXPENSES
       Cost of services and
        products                235,732               235,732
       Selling, general and
        administrative          120,742   25,598  (3)  95,144
       Depreciation and
        amortization            128,552               128,552
                                485,026   25,598      459,428
                                -------   ------      -------

     OPERATING INCOME           149,443  (25,598)     175,041

     OTHER INCOME (EXPENSE)
       Interest expense         (44,937)   1,700  (4) (46,637)
       Other income (expense)     7,635    1,600  (4)   6,035
       Income tax expense       (42,813)   8,029  (5) (50,842)


     NET INCOME                  69,328  (14,269)      83,597
     Less: Net income
      attributable to
      noncontrolling interests     (298)                 (298)
                                   ----
     NET INCOME ATTRIBUTABLE TO
      CENTURYLINK, INC.          69,030  (14,269)      83,299
                                 ======  =======       ======

     BASIC EARNINGS PER SHARE      0.68    (0.14)        0.83
     DILUTED EARNINGS PER SHARE    0.68    (0.14)        0.83

     AVERAGE SHARES OUTSTANDING
       Basic                     99,414                99,414
       Diluted                   99,450                99,450

    DIVIDENDS PER COMMON SHARE     0.70                  0.70




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

     OPERATING REVENUES*
       Voice                                      219.5%             219.5%
       Data                                       230.9%             230.9%
       Network access                              82.6%              82.6%
       Other                                      149.5%             149.5%
                                                  179.3%             179.3%

     OPERATING EXPENSES
       Cost of services and products              150.0%             145.0%
       Selling, general and administrative        149.8%             186.2%
       Depreciation and amortization              178.4%             178.4%
                                                  157.5%             162.9%

     OPERATING INCOME                             250.0%             222.3%

     OTHER INCOME (EXPENSE)
       Interest expense                           218.8%             207.2%
       Other income (expense)                     (4.3%)              21.1%
       Income tax expense                         245.5%             218.9%

     NET INCOME                                   244.9%             218.2%
     Less: Net income attributable to
      noncontrolling interests                     19.1%              19.1%
     NET INCOME ATTRIBUTABLE TO
      CENTURYLINK, INC.                           245.9%             218.9%

     BASIC EARNINGS PER SHARE                      16.2%               6.0%
     DILUTED EARNINGS PER SHARE                    16.2%               6.0%

     AVERAGE SHARES OUTSTANDING
       Basic                                      201.8%             201.8%
       Diluted                                    202.3%             202.3%

    DIVIDENDS PER COMMON SHARE                      3.6%               3.6%


    NONRECURRING ITEMS
       (1) -Includes integration costs associated with our acquisition of
       Embarq ($17.9 million); severance and related costs due to workforce
       reductions ($13.2 million);  and transaction
       and other costs associated with our pending acquisition of Qwest
               ($10.0 million).
       (2) - Income tax benefit of Item (1).
       (3) -Includes integration costs associated with our acquisition of
       Embarq ($22.5 million) and costs associated with a legal settlement
       ($3.1 million).
       (4) -Favorable resolution of transaction tax audit issues related to
       our wireless operations sold in 2002.
       (5) - Income tax benefit of Items (3) and (4).

    *  Subscriber line charge revenues have been reclassified to "Voice"
    revenues from "Network access" revenues for all periods presented.
    In addition, revenues previously
      disclosed as "Fiber transport and CLEC" revenues are now included in
      "Other" revenues.


                CenturyLink, Inc.
        CONSOLIDATED STATEMENTS OF INCOME
     SIX MONTHS ENDED JUNE 30, 2010 AND 2009
                   (UNAUDITED)




                              Six months ended June 30, 2010
                              ------------------------------
                                                            As adjusted
                                             Less             excluding
                                             non-               non-
                                 As        recurring          recurring
     In thousands, except
      per share amounts       reported       items              items
                              --------       -----              -----

     OPERATING REVENUES*
       Voice                   $1,603,456                      1,603,456
       Data                       940,439                        940,439
       Network access             561,184                        561,184
       Other                      467,377                        467,377
                                3,572,456            -         3,572,456
                                ---------          ---         ---------

     OPERATING EXPENSES
       Cost of services and
        products                1,208,525       24,222  (1)    1,184,303
       Selling, general and
        administrative            584,600       53,401  (1)      531,199
       Depreciation and
        amortization              711,113                        711,113
                                2,504,238       77,623         2,426,615
                                ---------       ------         ---------

     OPERATING INCOME           1,068,218      (77,623)        1,145,841

     OTHER INCOME (EXPENSE)
       Interest expense          (285,474)                      (285,474)
       Other income (expense)      17,808                         17,808
       Income tax expense        (308,469)      24,089  (2)     (332,558)


     NET INCOME                   492,083      (53,534)          545,617
     Less: Net income
      attributable to
      noncontrolling
      interests                      (711)                          (711)
                                     ----
     NET INCOME
      ATTRIBUTABLE TO
      CENTURYLINK, INC.          $491,372      (53,534)          544,906
                                 ========      =======           =======

     BASIC EARNINGS PER
      SHARE                         $1.63        (0.18)             1.81
     DILUTED EARNINGS PER
      SHARE                         $1.63        (0.18)             1.81

     AVERAGE SHARES
      OUTSTANDING
       Basic                      299,736                        299,736
       Diluted                    300,301                        300,301

    DIVIDENDS PER COMMON
     SHARE                          $1.45                           1.45


                            Six months ended June 30, 2009
                            ------------------------------
                                                           As adjusted
                                           Less             excluding
                                           non-                non-
                               As        recurring          recurring
     In thousands, except
      per share amounts     reported       items              items
                            --------       -----              -----

     OPERATING REVENUES*
       Voice                    497,621                          497,621
       Data                     282,860                          282,860
       Network access           303,110        1,028  (3)        302,082
       Other                    187,263                          187,263
                                -------                          -------
                              1,270,854        1,028           1,269,826
                              ---------        -----           ---------

     OPERATING EXPENSES
       Cost of services and
        products                470,363                          470,363
       Selling, general and
        administrative          230,587       40,238  (4)        190,349
       Depreciation and
        amortization            256,124                          256,124
                                -------                          -------
                                957,074       40,238             916,836
                                -------       ------             -------

     OPERATING INCOME           313,780      (39,210)            352,990

     OTHER INCOME
      (EXPENSE)
       Interest expense         (96,969)       1,700  (5)        (98,669)
       Other income
        (expense)                 5,817       (6,400) (6)         12,217
       Income tax expense       (85,920)      14,897  (7)       (100,817)


     NET INCOME                 136,708      (29,013)            165,721
     Less: Net income
      attributable to
      noncontrolling
      interests                    (524)                            (524)
                                   ----                             ----
     NET INCOME
      ATTRIBUTABLE TO
      CENTURYLINK, INC.         136,184      (29,013)            165,197
                                =======      =======             =======

     BASIC EARNINGS PER
      SHARE                        1.35        (0.29)               1.64
     DILUTED EARNINGS PER
      SHARE                        1.35        (0.29)               1.64

     AVERAGE SHARES
      OUTSTANDING
       Basic                     99,270                           99,270
       Diluted                   99,297                           99,297

    DIVIDENDS PER COMMON
     SHARE                         1.40                             1.40



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

     OPERATING REVENUES*
       Voice                                      222.2%             222.2%
       Data                                       232.5%             232.5%
       Network access                              85.1%              85.8%
       Other                                      149.6%             149.6%
                                                  181.1%             181.3%

     OPERATING EXPENSES
       Cost of services and products              156.9%             151.8%
       Selling, general and administrative        153.5%             179.1%
       Depreciation and amortization              177.6%             177.6%
                                                  161.7%             164.7%

     OPERATING INCOME                             240.4%             224.6%

     OTHER INCOME (EXPENSE)
       Interest expense                           194.4%             189.3%
       Other income (expense)                     206.1%              45.8%
       Income tax expense                         259.0%             229.9%

     NET INCOME                                   260.0%             229.2%
     Less: Net income attributable to
      noncontrolling interests                     35.7%              35.7%
     NET INCOME ATTRIBUTABLE TO
      CENTURYLINK, INC.                           260.8%             229.9%

     BASIC EARNINGS PER SHARE                      20.7%              10.4%
     DILUTED EARNINGS PER SHARE                    20.7%              10.4%

     AVERAGE SHARES OUTSTANDING
       Basic                                      201.9%             201.9%
       Diluted                                    202.4%             202.4%

    DIVIDENDS PER COMMON SHARE                      3.6%               3.6%



    NONRECURRING ITEMS
       (1) -Includes integration costs associated with our acquisition of
       Embarq ($39.5 million); severance and related costs due to workforce
       reductions ($28.1 million); and transaction
    and other costs associated with our pending acquisition of Qwest
    ($10.0 million).
    (2) - Income tax benefit of Item (1), net of a $4.0 million one-
    time charge to income tax expense as a result of a change in the tax
    treatment of Medicare subsidy receipts.
     (3) -Revenue impact of settlement loss related to Supplemental
     Executive Retirement Plan.
     (4) -Includes integration costs associated with the acquisition of
     Embarq ($29.4 million), settlement loss related to Supplemental
     Executive Retirement Plan ($7.7 million) and costs
    associated with a legal settlement ($3.1 million).
    (5) -Favorable resolution of transaction tax audit issues related to
    our wireless operation sold in 2002.
    (6) -Includes costs associated with terminating our $800 million
    bridge credit facility related to the Embarq acquisition ($8.0
    million) net of favorable resolution of transaction tax audit issues
    ($1.6 million).
    (7) -Includes $5.8 million income tax benefit caused by a reduction
    to our deferred tax asset valuation allowance and $15.8 million
    income tax benefit related to
    items (3) through (6); net of $6.7 million income tax expense due to
    the nondeductible portion of settlement payments related to the
    Supplemental Executive Retirement Plan.

    *  Subscriber line charge revenues have been reclassified to "Voice"
    revenues from "Network access" revenues for all periods presented.
    In addition, revenues previously
       disclosed as "Fiber transport and CLEC" revenues are now included in
       "Other" revenues.

       CenturyLink, Inc.
       CONSOLIDATED BALANCE SHEETS
       JUNE 30, 2010 AND DECEMBER 31, 2009
       (UNAUDITED)


                                             June 30,           December 31,
                                                    2010                 2009
                                                    ----                 ----
                                                     (in thousands)
      ASSETS
    CURRENT ASSETS
      Cash and cash equivalents                 $186,357              161,807
      Other current assets                       897,293              961,784
         Total current assets                  1,083,650            1,123,591
                                               ---------            ---------

    NET PROPERTY, PLANT AND
     EQUIPMENT
      Property, plant and equipment           15,876,487           15,556,763
      Accumulated depreciation                (7,010,016)          (6,459,624)
         Net property, plant and
          equipment                            8,866,471            9,097,139
                                               ---------            ---------

    GOODWILL AND OTHER ASSETS
      Goodwill                                10,260,640           10,251,758
      Other                                    1,988,823            2,090,241
          Total goodwill and other
           assets                             12,249,463           12,341,999
                                              ----------           ----------


    TOTAL ASSETS                             $22,199,584           22,562,729
                                             ===========           ==========


      LIABILITIES AND EQUITY
    CURRENT LIABILITIES
      Current maturities of long-
       term debt                                $496,559              500,065
      Other current liabilities                1,133,027            1,207,130
          Total current liabilities            1,629,586            1,707,195

    LONG-TERM DEBT                             7,178,646            7,253,653
    DEFERRED CREDITS AND OTHER
     LIABILITIES                               3,840,256            4,135,082
    STOCKHOLDERS' EQUITY                       9,551,096            9,466,799
                                               ---------            ---------

    TOTAL LIABILITIES AND EQUITY             $22,199,584           22,562,729
                                             ===========           ==========


                                    CenturyLink, Inc.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                         SIX MONTHS ENDED JUNE 30, 2010 AND 2009
                                       (UNAUDITED)



                                                 Six Months   Six Months
                                                    Ended        Ended
                                                   June 30,     June 30,
     In thousands                                    2010         2009
                                                   --------     --------

     OPERATING ACTIVITIES
       Net income                                   $492,083      136,708
       Adjustments to reconcile net income
        to net
         cash provided by operating
          activities:
           Depreciation and amortization             711,113      256,124
           Deferred income taxes                     (17,467)      25,831
           Share-based compensation                   18,126        9,859
           Income from unconsolidated cellular
            entity                                    (9,787)      (9,914)
           Distributions from unconsolidated
            cellular entity                            9,134        9,602
           Changes in current assets and current
            liabilities, net                         (21,357)      63,622
           Retirement benefits                      (279,509)     (14,537)
           Excess tax benefits from share-based
            compensation                              (3,636)        (753)
           (Increase) decrease in other
            noncurrent assets                        (19,112)       2,542
           Increase (decrease) in other
            noncurrent liabilities                     1,581       (4,823)
           Other, net                                      -        7,944
                                                         ---        -----
             Net cash provided by operating
              activities                             881,169      482,205
                                                     -------      -------

     INVESTING ACTIVITIES
       Payments for property, plant and
        equipment                                   (362,226)    (130,801)
       Other, net                                      2,263          210
                                                       -----          ---
           Net cash provided by investing
            activities                              (359,963)    (130,591)
                                                    --------     --------

     FINANCING ACTIVITIES
       Payments of debt                              (78,513)    (394,666)
       Proceeds from issuance of common
        stock                                         26,432        7,295
       Repurchase of common stock                    (13,394)      (4,786)
       Cash dividends                               (436,916)    (141,105)
       Excess tax benefits from share-based
        compensation                                   3,636          753
       Other, net                                      2,099       (3,288)
                                                       -----       ------
             Net cash provided by financing
              activities                            (496,656)    (535,797)
                                                    --------     --------

     Net increase (decrease) in cash and
      cash equivalents                                24,550     (184,183)
     Cash and cash equivalents at
      beginning of period                            161,807      243,327
                                                     -------      -------

     Cash and cash equivalents at end of
      period                                        $186,357       59,144
                                                    ========       ======



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





                                   Three months ended June 30, 2010
                                   --------------------------------
                                                               As adjusted
                                                  Less          excluding
                                                  non-             non-
     In thousands                      As      recurring        recurring
                                    reported     items            items
                                    --------     -----            -----
     Operating cash flow and
      cash flow margin
       Operating income              $522,988     (41,134) (1)     564,122
       Add:  Depreciation and
        amortization                  357,951                      357,951
       Operating cash flow           $880,939     (41,134)         922,073
                                     ========     =======          =======

       Revenues                    $1,772,030           -        1,772,030
                                   ==========         ===        =========

       Operating income margin
        (operating income divided
        by revenues)                     29.5%                        31.8%
                                         ====                         ====

       Operating cash flow margin
        (operating cash flow
        divided by revenues)             49.7%                        52.0%
                                         ====                         ====


     Free cash flow (prior to
      debt service requirements
      and dividends)
       Net income attributable to
        CenturyLink, Inc.            $238,771     (26,909) (2)     265,680
       Add:  Depreciation and
        amortization                  357,951                      357,951
       Less:  Capital expenditures   (195,046)                    (195,046)
       Free cash flow                $401,676     (26,909)         428,585
                                     ========     =======          =======

       Free cash flow                $401,676
       Deferred income taxes           (2,098)
       Changes in current assets
        and current liabilities      (197,543)
       Decrease in other
        noncurrent assets               5,985
       Increase (decrease) in
        other noncurrent
        liabilities                      (421)
       Retirement benefits              5,298
       Excess tax benefits from
        share-based compensation       (1,446)
       Other, net                      13,209
       Add:  Capital expenditures     195,046
       Net cash provided by
        operating activities         $419,706
                                     ========





                                   Three months ended June 30, 2009
                                   --------------------------------
                                                               As adjusted
                                                 Less           excluding
                                                 non-              non-
     In thousands                     As      recurring         recurring
                                   reported     items             items
                                   --------     -----             -----
     Operating cash flow and
      cash flow margin
       Operating income              149,443     (25,598) (3)      175,041
       Add:  Depreciation and
        amortization                 128,552                       128,552
       Operating cash flow           277,995     (25,598)          303,593
                                     =======     =======           =======

       Revenues                      634,469           -           634,469
                                     =======         ===           =======

       Operating income margin
        (operating income divided
        by revenues)                    23.6%                         27.6%
                                        ====                          ====

       Operating cash flow margin
        (operating cash flow
        divided by revenues)            43.8%                         47.8%
                                        ====                          ====


     Free cash flow (prior to
      debt service requirements
      and dividends)
       Net income attributable to
        CenturyLink, Inc.             69,030     (14,269) (4)       83,299
       Add:  Depreciation and
        amortization                 128,552                       128,552
       Less:  Capital expenditures   (85,305)                      (85,305)
       Free cash flow                112,277     (14,269)          126,546
                                     =======     =======           =======

       Free cash flow                112,277
       Deferred income taxes           8,582
       Changes in current assets
        and current liabilities       30,591
       Decrease in other
        noncurrent assets              2,848
       Increase (decrease) in
        other noncurrent
        liabilities                   (2,044)
       Retirement benefits             8,960
       Excess tax benefits from
        share-based compensation        (418)
       Other, net                      5,937
       Add:  Capital expenditures     85,305
       Net cash provided by
        operating activities         252,038
                                     =======


    NONRECURRING ITEMS
       (1) -Includes integration costs associated with our acquisition of
       Embarq ($17.9 million); severance and related costs due to workforce
       reductions ($13.2 million); and transaction
               and other costs associated with our pending acquisition of Qwest
               ($10.0 million).
       (2) - After-tax impact of Item (1).
       (3) -Includes integration costs associated with the acquisition of
       Embarq ($22.5 million) and costs associated with a legal settlement
       ($3.1 million).
       (4) - Includes after-tax impact of integration costs associated
       with the acquisition of Embarq ($14.4 million) and the after-tax
       impact of a legal settlement ($1.9 million),  net of after-tax
       favorable impact due to the resolution of transaction tax audit
       issues related to our wireless operations sold in 2002 ($2.0
       million).


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


                                    Six months ended June 30, 2010
                                    ------------------------------
                                                               As adjusted
                                                  Less          excluding
                                                  non-             non-
     In thousands                      As      recurring        recurring
                                    reported     items            items
                                    --------     -----            -----
     Operating cash flow and
      cash flow margin
       Operating income            $1,068,218     (77,623) (1)   1,145,841
       Add:  Depreciation and
        amortization                  711,113                      711,113
       Operating cash flow         $1,779,331     (77,623)       1,856,954
                                   ==========     =======        =========

       Revenues                    $3,572,456           -        3,572,456
                                   ==========         ===        =========

       Operating income margin
        (operating income divided
        by revenues)                     29.9%                        32.1%
                                         ====                         ====

       Operating cash flow margin
        (operating cash flow
        divided by revenues)             49.8%                        52.0%
                                         ====                         ====


     Free cash flow (prior to
      debt service requirements
      and dividends)
       Net income attributable to
        CenturyLink, Inc.            $491,372     (53,534) (2)     544,906
       Add:  Depreciation and
        amortization                  711,113                      711,113
       Less:  Capital expenditures   (362,226)                    (362,226)
       Free cash flow                $840,259     (53,534)         893,793
                                     ========     =======          =======

       Free cash flow                $840,259
       Deferred income taxes          (17,467)
       Changes in current assets
        and current liabilities       (21,357)
       (Increase) decrease in
        other noncurrent assets       (19,112)
       Increase (decrease) in
        other noncurrent
        liabilities                     1,581
       Retirement benefits           (279,509)
       Excess tax benefits from
        share-based compensation       (3,636)
       Other, net                      18,184
       Add:  Capital expenditures     362,226
       Net cash provided by
        operating activities         $881,169
                                     ========


                                    Six months ended June 30, 2009
                                    ------------------------------
                                                               As adjusted
                                                  Less          excluding
                                                  non-             non-
     In thousands                      As      recurring        recurring
                                    reported     items            items
                                    --------     -----            -----
     Operating cash flow and cash
      flow margin
       Operating income               313,780     (39,210) (3)     352,990
       Add:  Depreciation and
        amortization                  256,124                      256,124
       Operating cash flow            569,904     (39,210)         609,114
                                      =======     =======          =======

       Revenues                     1,270,854       1,028  (4)   1,269,826
                                    =========       =====        =========

       Operating income margin
        (operating income divided
        by revenues)                     24.7%                        27.8%
                                         ====                         ====

       Operating cash flow margin
        (operating cash flow
        divided by revenues)             44.8%                        48.0%
                                         ====                         ====


     Free cash flow (prior to
      debt service requirements
      and dividends)
       Net income attributable to
        CenturyLink, Inc.             136,184     (29,013) (5)     165,197
       Add:  Depreciation and
        amortization                  256,124                      256,124
       Less:  Capital expenditures   (130,801)                    (130,801)
       Free cash flow                 261,507     (29,013)         290,520
                                      =======     =======          =======

       Free cash flow                 261,507
       Deferred income taxes           25,831
       Changes in current assets
        and current liabilities        63,622
       (Increase) decrease in other
        noncurrent assets               2,542
       Increase (decrease) in other
        noncurrent liabilities         (4,823)
       Retirement benefits            (14,537)
       Excess tax benefits from
        share-based compensation         (753)
       Other, net                      18,015
       Add:  Capital expenditures     130,801
       Net cash provided by
        operating activities          482,205
                                      =======


    NONRECURRING ITEMS
     (1) -Includes integration costs associated with our acquisition of
     Embarq ($39.5 million); severance and related costs due to workforce
     reductions ($28.1 million); and transaction
    and other costs associated with our pending acquisition of Qwest
    ($10.0 million).
     (2) - Includes after-tax impact of Item (1), net of a $4.0 million
     one-time charge to income tax expense as a result of a change in
     the tax treatment of Medicare subsidy receipts.
     (3) -Includes (i) integration costs associated with the acquisition
     of Embarq ($29.4 million), (ii) settlement loss related to
     Supplemental Executive Retirement Plan, including revenue impact
     ($6.7 million);
    and (iii) costs associated with a legal settlement ($3.1 million).
     (4) -Revenue impact of settlement loss related to Supplemental
     Executive Retirement Plan.
     (5) - Includes (i) $19.1 million after-tax impact of integration
     costs associated with the acquisition of Embarq; (ii) $6.7 million
     income tax expense due to the nondeductible portion of settlement
     payments
    related to the Supplemental Executive Retirement Plan; (iii) $5.0
    million after-tax charge associated with terminating our $800
    million bridge credit facility related to the Embarq acquisition;
     (iv) $4.1 million after-tax impact of settlement loss related to
     Supplemental Executive Retirement Plan, including revenue impact;
     and (v) after-tax impact of a legal settlement ($1.9 million).
     These
    unfavorable items were partially offset by $5.8 million income tax
    benefit caused by a reduction to our deferred tax asset valuation
    allowance and $2.0 million after-tax favorable impact due to the
    resolution
    of transaction tax audit issues related to our wireless operations
    sold in 2002.


                     CenturyLink, Inc.
     SUPPLEMENTAL SCHEDULE RELATED TO EMBARQ MERGER (1)
                        (UNAUDITED)




                                                             Pro forma*
                                        Three months      Three months
                                            ended            ended
                                        June 30, 2010    June 30, 2009
                                                         -------------
      (Dollars in thousands)

    OPERATING REVENUES (2)                   $1,772,030        1,906,413
                                             ----------

    OPERATING EXPENSES
      Cash expenses (3)                         849,957          939,552
      Depreciation and amortization             357,951          372,404
                                              1,207,908        1,311,956


    OPERATING INCOME                            564,122          594,457

    OTHER INCOME (EXPENSE)
      Interest expense                         (143,249)        (140,289)
      Other income (expense)                      7,308            6,195
      Income tax expense                       (162,146)        (172,780)
      Noncontrolling interests                     (355)            (298)
                                                   ----             ----

    INCOME FROM CONTINUING OPERATIONS          $265,680          287,285
                                               ========


    Operating cash flow (operating
     income plus depreciation)                 $922,073          966,861
    Free cash flow (income from
     continuing operations plus
     depreciation
      minus capital expenditures)              $428,585          428,584
    Operating cash flow margin
     (operating cash flow divided by
     revenues)                                     52.0%            50.7%
    Operating income margin (operating
     income divided by revenues)                   31.8%            31.2%

    CAPITAL EXPENDITURES (including
     merger related integration
     capital)                                  $195,046          231,105

    SUBSCRIBER DATA
      Access lines, end of period             6,767,000        7,355,000
      High-speed Internet customers,
       end of period                          2,336,000        2,146,000
      Access line loss during period           (146,000)        (188,000)
      High-speed Internet customers
       added during period                       29,000           28,000






                                                          Increase
                                                         (decrease)
                                                         ----------
      (Dollars in thousands)

    OPERATING REVENUES (2)                                    (7.0%)

    OPERATING EXPENSES
      Cash expenses (3)                                       (9.5%)
      Depreciation and amortization                           (3.9%)
                                                              (7.9%)

    OPERATING INCOME                                          (5.1%)

    OTHER INCOME (EXPENSE)
      Interest expense                                          2.1%
      Other income (expense)                                   18.0%
      Income tax expense                                      (6.2%)
      Noncontrolling interests                                 19.1%

    INCOME FROM CONTINUING OPERATIONS                         (7.5%)


    Operating cash flow (operating income plus
     depreciation)                                            (4.6%)
    Free cash flow (income from continuing
     operations plus depreciation
      minus capital expenditures)                               0.0%
    Operating cash flow margin (operating cash
     flow divided by revenues)
    Operating income margin (operating income
     divided by revenues)

    CAPITAL EXPENDITURES (including merger related
     integration capital)                                    (15.6%)

    SUBSCRIBER DATA
      Access lines, end of period                             (8.0%)
      High-speed Internet customers, end of period              8.9%
      Access line loss during period                         (22.3%)
      High-speed Internet customers added during
       period                                                   3.6%


    (1)  Except as noted, excludes merger integration costs and certain
    other non-recurring items as further described in the other
    attached financial schedules.
    (2)  Decline in operating revenues driven primarily by access line
    losses and declining access minutes of use.
    (3)  Decrease in cash expenses driven primarily by lower salaries and
    benefits due to headcount reductions.


    *  The pro forma information for the three months ended June 30, 2009
    does not reflect information prepared in accordance with generally
    accepted
                      accounting principles.  Such information:
      a)  reflects the results of operations of CenturyTel and Embarq
      assuming the respective results of operations had been combined on
      January 1, 2009;
      b)  reflects a pro forma adjustment to eliminate revenues and
      expenses of $53 million for the second quarter of 2009 as if the
      discontinuance of
          regulatory accounting implemented on July 1, 2009 had occurred in
          prior periods;
      c)  other than as noted in (b) above, does not reflect any pro forma
      adjustments and has not been prepared in accordance with the rules
      and regulations
          of the
      Securities and Exchange Commission;
       d)  excludes certain non-recurring items; and
       e)  does not address the impact of the pending Qwest merger.

      For additional pro forma financial information relating to the Embarq
      merger, please see our Current Report on Form 8-K/A filed
      with the Securities and Exchange Commission on August 5, 2009.  The
      above pro forma information is for illustrative purposes
      only and is not necessarily indicative of the combined operating
      results that would have occurred if the Embarq merger had been
      consummated as of January 1, 2009.  Management believes the
      presentation of this information will assist users in their
      understanding
      of period-to-period operating performance.

SOURCE CenturyLink, Inc.