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CenturyLink Reports Fourth Quarter And Full-Year 2012 Earnings

Companies mentioned in this article: CenturyLink, Inc.

MONROE, La., Feb. 13, 2013 /PRNewswire/ -- CenturyLink, Inc. (NYSE: CTL) today reported solid operating revenues, operating cash flow and free cash flow for fourth quarter and full-year 2012.

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"We are pleased with our fourth quarter and full-year results, which reflect the continued execution of our strategy to focus on investing in our key growth drivers to further stabilize our top-line revenue while aligning our operating costs with revenue and growth opportunities. Our investments in broadband, Prism(TM) TV, fiber-to-the-tower and data hosting continue to provide a broad base of organic revenue growth opportunities and helped drive pro forma full-year operating revenue improvement to a 1.7% decline in 2012 compared to a 3.8% decline a year ago," said Glen F. Post, III, chief executive officer and president.

"We realized solid strategic data and hosting revenue growth during 2012 driven by strong demand from our business customers for high bandwidth data services, colocation and managed services, including cloud. The December commercial launch of our new savvisdirect product, which meets the increasing demand for a simplified approach to cloud computing, reflects the combined strength of our strategic asset portfolio and employee innovation.

"We remain focused on delivering innovative communications and hosted IT solutions that meet the needs of customers, and we continue to expect further improvement in our top-line revenue trend this year and to reach revenue stabilization in 2014," Post concluded.

Fourth Quarter Highlights

    --  Improved year-over-year revenue trend to a 1.5% rate of decline compared
        to a 3.2% decline in fourth quarter 2011.
    --  Achieved free cash flow of $610 million, excluding special items and
        integration-related capital expenditures.
    --  Ended fourth quarter 2012 with approximately 5.85 million high-speed
        Internet subscribers(2); adding more than 41,000 customers in the fourth
        quarter.
    --  Improved access line loss trend during fourth quarter 2012 to a 5.7%
        annual decline compared to a 6.6% annual decline in fourth quarter 2011.
    --  Added more than 10,000 CenturyLink(® )Prism(TM) TV subscribers in
        fourth quarter 2012, ending the quarter with nearly 115,000 subscribers
        in service.
    --  Generated sequential recurring revenue growth in our Enterprise Markets
        - Network segment.
    --  Opened a new data center(3) in Frankfurt, Germany, bringing total data
        centers to 54 throughout North America, Europe and Asia, with total
        sellable floor space of approximately 1.4 million square feet.

Consolidated Fourth Quarter Financial Results

Operating revenues for fourth quarter 2012 were $4.58 billion compared to $4.65 billion in fourth quarter 2011. This decrease was driven by lower legacy services revenues primarily due to the impact of access line losses and lower access revenues, partially offset by increases in strategic revenues resulting primarily from strong business customer demand for high-bandwidth data services, colocation and managed hosting services and growth in high-speed Internet and CenturyLink(® )Prism(TM) TV subscribers.

Operating expenses, excluding special items, decreased to $3.89 billion from $4.06 billion in fourth quarter 2011. The year-over-year decrease was primarily due to lower personnel-related costs, professional fees and depreciation and amortization expense, which were partially offset by higher colocation and managed hosting expense and network costs.

Operating cash flow (as defined in our attached supplemental schedules), excluding special items, increased to $1.91 billion from $1.85 billion in fourth quarter 2011. This increase was primarily the result of lower personnel-related costs and professional fees being partially offset by the impact of the decline in legacy revenues. For fourth quarter 2012, CenturyLink achieved an operating cash flow margin, excluding special items, of 41.7% versus 39.7% in fourth quarter 2011.

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

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

Excluding the items outlined above, CenturyLink's Adjusted Net Income for fourth quarter 2012 was $415 million compared to Adjusted Net Income of $343 million in fourth quarter 2011. Fourth quarter 2012 Adjusted Diluted EPS was $0.67 compared to Adjusted Diluted EPS of $0.55 in the year-ago period. See the attached schedules for additional information.

Full-Year Results

For the full-year 2012, operating revenues increased to $18.4 billion from $15.4 billion for 2011. Operating cash flow, excluding special items, was $7.7 billion for 2012 compared to $6.5 billion in 2011. Net income, excluding special items, was $947 million in 2012 compared to $867 million in 2011. Full year 2012 earnings per share, excluding special items, was $1.52 compared to $1.62 for the prior year. The decrease in 2012 earnings per share compared to 2011 is due to a higher average share count in 2012. Full-year 2011 results include Qwest and Savvis operations from the April 1, 2011 and July 15, 2011 transaction closing dates, respectively.

Full-year 2012 operating revenues of $18.4 billion declined 1.7% from operating revenues of $18.7 billion for pro forma full-year 2011(4). Operating cash flow, excluding special items, was $7.7 billion for 2012 compared to $7.8 billion in pro forma 2011. Adjusted Net Income, excluding special items, was $1.66 billion in 2012 compared to $1.63 billion in pro forma 2011. Adjusted Diluted EPS, excluding special items, was $2.67 in 2012 compared to $2.64 for pro forma 2011. The decline in operating revenues and operating cash flow was driven by growth in lower-margin strategic revenues being more than offset by a reduction in higher-margin legacy voice and access revenues.

GAAP Results - Fourth Quarter and Full-Year

Under generally accepted accounting principles (GAAP), net income for fourth quarter 2012 was $233 million compared to $109 million for fourth quarter 2011, and diluted earnings per share for fourth quarter 2012 was $0.37 compared to $0.18 for fourth quarter 2011. Fourth quarter 2012 net income and diluted earnings per share reflect after-tax integration, severance, and retention costs associated with the Qwest and Savvis acquisitions and costs associated with reduction in force initiatives partially offset by a gain on the sale of non-operating investments and the early retirement of debt, which aggregated $7 million ($0.01 per share). Fourth quarter 2011 net income and diluted earnings per share reflect after-tax integration, severance, and retention costs associated with the Embarq, Qwest and Savvis acquisitions and costs associated with the early retirement of Qwest Corporation debt, which aggregated $42 million ($0.07 per share).

Net income under GAAP for full-year 2012 was $777 million compared to $573 million for full-year 2011, and diluted earnings per share for full-year 2012 was $1.25 compared to $1.07 for full-year 2011. For details regarding the Company's special items for the three and twelve months ended December 31, 2012 and 2011, please see the accompanying financial schedules.

Segment Results / Highlights

Regional Markets

The Regional Markets segment realized continued strategic revenue growth driven by increased high-speed Internet and CenturyLink(® )Prism(TM) TV subscribers and higher revenue from strategic business data services.

    --  Strategic revenues were $914 million in the quarter, a 3.6% increase
        over fourth quarter 2011.
    --  Generated $2.45 billion in total revenues, a decrease of 3.9% from
        fourth quarter 2011, reflecting the continued decline in legacy services
        tempered by the impact of Access Recovery Charges implemented effective
        July 1, 2012 in accordance with the CAF Order(5).
    --  Added more than 10,000 CenturyLink(® )Prism(TM) TV subscribers during
        fourth quarter with more than 90% attachment rate of broadband services.

Wholesale Markets

The Wholesale Markets segment completed approximately 1,175 fiber-to-the-tower builds during the fourth quarter, ending the year with more than 14,700 fiber-connected towers.

    --  Strategic revenues of $572 million in the quarter increased slightly
        compared to fourth quarter 2011, as wireless carrier bandwidth expansion
        and higher Ethernet sales offset declines in copper-based revenue.
    --  Generated $908 million in total revenues, a decrease of 5.5% from fourth
        quarter 2011, reflecting the continued decline in legacy revenues
        primarily driven by the implementation of access rate reductions
        effective July 1, 2012 in accordance with the CAF Order(5) and lower
        long distance and switched access minutes of use.
    --  Completed more than 4,500 fiber builds in 2012 and expect to complete
        4,000 to 5,000 fiber builds in 2013.

Enterprise Markets - Network

The Enterprise Markets - Network segment achieved solid growth in recurring revenue sales in the fourth quarter and continues to experience solid sales momentum from enterprise and government customers.

    --  Strategic revenues were $346 million in the quarter, a 7.8% increase
        over fourth quarter 2011, driven by strength in high-bandwidth offerings
        such as MPLS(6) and Ethernet services. Excluding the impact of private
        line services, the adjusted growth rate was nearly 13%.
    --  Generated $671 million in total revenues, an increase of 5.7% from
        fourth quarter 2011, reflecting growth in high-bandwidth offerings and
        data integration revenues.
    --  Achieved recurring revenue growth of 4.5% year-over-year and the fourth
        straight sequential quarter of recurring revenue growth.

Enterprise Markets - Data Hosting

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

    --  Operating revenues were $292 million in the quarter, a 12.7% increase
        from fourth quarter 2011. Colocation revenues were $114 million, a 9.6%
        increase from fourth quarter 2011, and managed hosting revenues were
        $120 million, representing a 21.2% increase over the same period a year
        ago. Managed hosting revenues include approximately $13 million of
        revenues contributed by the Ciber global IT outsourcing, or ITO, assets
        acquired October 15, 2012.
    --  Continued to expand global geographic reach in key markets with opening
        of new data center in Frankfurt, Germany.
    --  Achieved strong bookings in fourth quarter -the highest quarterly
        bookings level in four years.
    --  Launched savvisdirect(7), expanding CenturyLink's portfolio of cloud
        services to businesses of all sizes and announced the limited release of
        Savvis Symphony Cloud Storage and the availability of Savvis Symphony
        Database in Europe.

Integration Update

During fourth quarter 2012, CenturyLink incurred pre-tax integration, severance and retention costs of $14 million ($9 million after-tax) related to the Qwest and Savvis acquisitions.

CenturyLink ended 2012 with an annualized operating expense synergy run rate of approximately $480 million from the Qwest acquisition. Based on current expectations, CenturyLink anticipates exiting 2013 with approximately $600 million in annual run-rate synergies related to the Qwest acquisition.

Changes in Capital Allocation Strategy

We have announced today certain capital allocation initiatives. Please see separate press release for further detail.

Guidance - First Quarter 2013 and Full-Year 2013

The Company expects first quarter 2013 revenue and operating cash flow to decrease compared to fourth quarter 2012 primarily due to the decline in legacy and data integration revenues. The Company also anticipates a decline in depreciation and amortization expense in the first quarter of 2013 driven primarily by the impact of the annual review and update of depreciation and amortization rates. This anticipated lower level of depreciation and amortization expense is expected to more than offset the decrease in operating cash flow and result in an increase in Adjusted Diluted EPS in first quarter 2013 compared to fourth quarter 2012.

CenturyLink anticipates full-year 2013 operating cash flow and free cash flow to decline from full-year 2012 primarily driven by the impact of the decline in legacy revenues, along with a lower level of incremental synergies in 2013 compared to the level of incremental synergies achieved in 2012. The Company also anticipates a decline in depreciation and amortization expense for full-year 2013 compared to full-year 2012.

    First Quarter 2013
    ------------------

    Operating Revenue                       $4.46 to $4.51 billion
    Operating Cash Flow (excl special
     items)                                 $1.83 to $1.88 billion
    Adjusted Diluted EPS (excl special
     items)                                         $0.67 to $0.72

    Full-Year 2013
    --------------

    Operating Revenue                       $18.1 to $18.3 billion
    Annual percent change in Operating                        -0.5%
     Revenue                                                    to
                                                              -1.5%
    Operating Cash Flow (excl special
     item(s)                                  $7.3 to $7.5 billion
    Adjusted Diluted EPS (excl special
     items)                                         $2.50 to $2.70
    Capital Expenditures8                     $2.8 to $3.0 billion
    Free Cash Flow (excl special items)       $3.0 to $3.2 billion
    ----------------------------------                     -------

All 2013 guidance figures and 2013 outlook statements included in this release (i) speak as of February 13, 2013 only, (ii) include the impact of the Ciber ITO assets acquired on October 15, 2012, (iii) exclude the potential impact of our stock buyback program separately announced today and (iv) exclude the effects of special items, future changes in regulation or accounting rules, integration expenses associated with the Qwest and Savvis acquisitions, any changes in operating or capital plans, the impact of litigation expenses or other unforeseen events or circumstances that impact our financial performance, and any future mergers, acquisitions, divestitures or other similar business transactions. See "Forward Looking Statements" below. For additional information on how we define certain of the terms used above, see the attached schedules.

Investor Call

As previously announced, CenturyLink's management will host a conference call at 4:00 p.m. Central Time today, February 13, 2013. Interested parties can access the call by dialing 866-847-7859. The call will be accessible for replay through February 20, 2013, by calling 888-266-2081 and entering the access code 1601920. 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 March 6, 2013.

Reconciliation to GAAP

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

About CenturyLink

CenturyLink is the third largest telecommunications company in the United States and is recognized as a leader in the network services market by technology industry analyst firms. The Company is a global leader in cloud infrastructure and hosted IT solutions for enterprise customers. CenturyLink provides data, voice and managed services in local, national and select international markets through its high-quality advanced fiber optic network and multiple data centers for businesses and consumers. The company also offers advanced entertainment services under the CenturyLink(TM) Prism(TM) TV and DIRECTV brands. Headquartered in Monroe, La., CenturyLink is an S&P 500 company and is included among the Fortune 500 list of America's largest corporations. For more information, visit www.centurylink.com.

Forward Looking Statements

Certain non-historical statements made in this release and future oral or written statements or press releases by us or our management are intended to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the timing, success and overall effects of competition from a wide variety of competitive providers; the risks inherent in rapid technological change; the effects of ongoing changes in the regulation of the communications industry (including recent reforms and changes by the Federal Communications Commission regarding intercarrier compensation and the Universal Service Fund, among other things); our ability to successfully negotiate collective bargaining agreements on reasonable terms without work stoppages; our ability to effectively adjust to changes in the communications industry and changes in the composition of our markets and product mix caused by our recent acquisitions; our ability to successfully integrate recently acquired operations into our incumbent operations, including the possibility that the anticipated benefits from our recent acquisitions cannot be fully realized in a timely manner or at all, or that integrating the acquired operations will be more difficult, disruptive or costly than anticipated; our ability to use the net operating loss carryovers of Qwest in projected amounts; our ability to effectively manage our expansion opportunities, including retaining and hiring key personnel; possible changes in the demand for, or pricing of, our products and services; our ability to successfully introduce new product or service offerings on a timely and cost-effective basis; our continued access to credit markets on favorable terms; our ability to collect our receivables from financially troubled communications companies; any adverse developments in legal proceedings involving us; our ability to pay common share dividends in amounts previously indicated, which may be affected by changes in our cash requirements, capital spending plans, cash flows or financial position; unanticipated increases or other changes in our future cash requirements, whether caused by unanticipated increases in capital expenditures, increases in pension funding requirements or otherwise; the effects of adverse weather; other risks referenced from time to time in our filings with the Securities and Exchange Commission (the "SEC"); and the effects of more general factors such as changes in interest rates, in tax rates, in accounting policies or practices, in operating, medical, pension or administrative costs, in general market, labor or economic conditions, or in legislation, regulation or public policy. These and other uncertainties related to our business and our recent acquisitions are described in greater detail in Item 1A to our Form 10-Q for the quarter ended September 30, 2012, 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 attachments for non-GAAP
                reconciliations.
            2   Effective second quarter 2012,
                CenturyLink modified its high-speed
                Internet reporting to include
                consumer, business and wholesale
                subscribers instead of only consumer
                and small business subscribers.
            3   We define a "data center" as any
                facility where we market, sell and
                deliver either colocation services or
                multi-tenant managed services, or
                both.
            4   The pro forma figures assume we
                acquired Qwest and Savvis as of
                January 1, 2010, as explained further
                in the attached schedules.
            5   Federal Communications Commission's
                Connect America and Intercarrier
                Compensation Reform Order (the CAF
                Order) adopted on October 27, 2011
            6  Multiprotocol Label Switching
            7   savvisdirect is CenturyLink's highly
                scalable and easy-to-use cloud
                services platform designed for
                business of all sizes that is
                immediately accessible to business
                users, IT administrators and
                developers through an intuitive, user-
                friendly Web portal
            8   Excludes approximately $70 million of
                integration-related capital
                expenditures




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

                                                                                Three months ended December 31, 2012                               Three months ended December 31, 2011
                                                                               ------------------------------------                               ------------------------------------

                                                                                                                                  As adjusted                                                          As adjusted                                   Increase
                                                                                                                                   excluding                                                            excluding                                    (decrease)
                                                                                               Less                                 special                                               Less           special                Increase             excluding
                                                                        As                   special                                 items                          As                  special           items                (decrease)             special
                                                                     reported                 items                                (Non-GAAP)                   reported                 items          (Non-GAAP)             as reported             items
                                                                    --------                  -----                                ---------                    --------                 -----          ---------             -----------              -----

     OPERATING REVENUES
                                Strategic                                          $2,124                                                               2,124                   2,033                                  2,033                    4.5%              4.5%
                                Legacy                                              2,003                                                               2,003                   2,178                                  2,178                  (8.0%)            (8.0%)
                                Data integration                                      189                                                                 189                     188                                    188                    0.5%              0.5%
                                Other                                                 267                                                                 267                     254                                    254                    5.1%              5.1%
                                                                                    4,583                                    -                          4,583                   4,653               -                  4,653                  (1.5%)            (1.5%)
                                                                                    -----                                  ---                          -----                   -----             ---                  -----

     OPERATING EXPENSES
                                Cost of services and products                       1,907                                    9              (1)         1,898                   1,968              10            (4)   1,958                  (3.1%)            (3.1%)
                                Selling, general and administrative                   790                                   18              (1)           772                     900              51            (4)     849                 (12.2%)            (9.1%)
                                Depreciation and amortization                       1,220                                                               1,220                   1,252                                  1,252                  (2.6%)            (2.6%)
                                                                                    3,917                                   27                          3,890                   4,120              61                  4,059                  (4.9%)            (4.2%)
                                                                                    -----                                  ---                          -----                   -----             ---                  -----

     OPERATING INCOME                                                                 666                                  (27)                           693                     533             (61)                   594                   25.0%             16.7%

     OTHER INCOME (EXPENSE)
                                Interest expense                                     (315)                                                               (315)                   (340)                                  (340)                 (7.4%)            (7.4%)
                                Other income (expense)                                 23                                   18              (2)             5                      (1)             (6)           (5)       5               (2400.0%)              0.0%
                                Income tax expense                                   (141)                                   2              (3)          (143)                    (83)             25            (6)    (108)                  69.9%             32.4%

     NET INCOME                                                                      $233                                   (7)                           240                     109             (42)                   151                  113.8%             58.9%


     BASIC EARNINGS PER SHARE                                                       $0.37                                (0.01)                          0.39                    0.18           (0.07)                  0.24                  105.6%             62.5%
     DILUTED EARNINGS PER SHARE                                                     $0.37                                (0.01)                          0.38                    0.18           (0.07)                  0.24                  105.6%             58.3%

     AVERAGE SHARES OUTSTANDING
                                Basic                                             621,578                                                             621,578                 616,575                                616,575                    0.8%              0.8%
                                Diluted                                           623,654                                                             623,654                 618,510                                618,510                    0.8%              0.8%

    DIVIDENDS PER COMMON SHARE                                          $0.725                                                           0.725                      0.725                                     0.725                      -                    -
     SPECIAL ITEMS
     (1) -          Includes severance costs associated with
                    recent reduction in force initiatives ($13
                    million), integration, severance and
                    retention costs associated with our
                    acquisition of Qwest ($9 million) and
                    integration, severance, and retention costs
                    associated with our acquisition of Savvis
                    ($5 million).
     (2) -          Gain on the sale of non-operating
                    investments ($3 million) and early
                    retirement of debt ($15 million).
     (3) -          Income tax benefit of Items (1) and (2) and
                    effect of rate adjustment on first three
                    quarters of year.
     (4) -          Includes integration, severance, and
                    retention costs associated with our
                    acquisition of Qwest, along with
                    restructuring charges ($55 million);
                    integration and severance costs associated
                    with our acquisition of Embarq ($2 million);
                    and transaction and other costs associated
                    with our acquisition of Savvis ($4 million).
     (5) -          Cost associated with early retirement of
                    Qwest debt.
     (6) -         Income tax benefit of Items (4) and (5).




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

                                                                                Twelve months ended December 31, 2012                               Twelve months ended December 31, 2011
                                                                               -------------------------------------                              -------------------------------------

                                                                                                                                  As adjusted                                                           As adjusted                                 Increase
                                                                                                                                   excluding                                                             excluding                                  (decrease)
                                                                                               Less                                 special                                                Less           special                Increase           excluding
                                                                        As                   special                                 items                          As                   special           items                (decrease)           special
                                                                     reported                 items                                (Non-GAAP)                   reported                  items          (Non-GAAP)             as reported           items
                                                                    --------                  -----                                ---------                    --------                  -----          ---------             -----------            -----

     OPERATING REVENUES
                                Strategic                                          $8,361                                                               8,361                   6,262                                   6,262                 33.5%             33.5%
                                Legacy                                              8,287                                                               8,287                   7,672                                   7,672                  8.0%              8.0%
                                Data integration                                      672                                                                 672                     537                                     537                 25.1%             25.1%
                                Other                                               1,056                                                               1,056                     880                                     880                 20.0%             20.0%
                                                                                   18,376                                    -                         18,376                  15,351                -                 15,351                 19.7%             19.7%
                                                                                   ------                                  ---                         ------                  ------              ---                 ------

     OPERATING EXPENSES
                                Cost of services and products                       7,639                                   34              (1)         7,605                   6,325               70            (5)   6,255                 20.8%             21.6%
                                Selling, general and administrative                 3,244                                  129              (1)         3,115                   2,975              395            (5)   2,580                  9.0%             20.7%
                                Depreciation and amortization                       4,780                                  (30)             (2)         4,810                   4,026                                   4,026                 18.7%             19.5%
                                                                                   15,663                                  133                         15,530                  13,326              465                 12,861                 17.5%             20.8%
                                                                                   ------                                  ---                         ------                  ------              ---                 ------

     OPERATING INCOME                                                               2,713                                 (133)                         2,846                   2,025             (465)                 2,490                 34.0%             14.3%

     OTHER INCOME (EXPENSE)
                                Interest expense                                   (1,319)                                                             (1,319)                 (1,072)               5            (6)  (1,077)                23.0%             22.5%
                                Other income (expense)                               (144)                                (165)             (3)            21                      (5)             (22)           (7)      17               2780.0%             23.5%
                                Income tax expense                                   (473)                                 128              (4)          (601)                   (375)             188            (8)    (563)                26.1%              6.7%

     NET INCOME                                                                      $777                                 (170)                           947                     573             (294)                   867                 35.6%              9.2%


     BASIC EARNINGS PER SHARE                                                       $1.25                                (0.27)                          1.52                    1.07            (0.55)                  1.62                 16.8%            (6.2%)
     DILUTED EARNINGS PER SHARE                                                     $1.25                                (0.27)                          1.52                    1.07            (0.55)                  1.62                 16.8%            (6.2%)

     AVERAGE SHARES OUTSTANDING
                                Basic                                             620,205                                                             620,205                 532,780                                 532,780                 16.4%             16.4%
                                Diluted                                           622,285                                                             622,285                 534,121                                 534,121                 16.5%             16.5%

    DIVIDENDS PER COMMON SHARE                                           $2.90                                                            2.90                       2.90                                       2.90                      -                  -
     SPECIAL ITEMS
     (1) -         Includes severance costs associated with
                   recent reduction in force initiatives ($81
                   million), integration, severance, and
                   retention costs associated with our
                   acquisition of Qwest ($71 million) and
                   integration, severance, and retention costs
                   associated with our acquisition of Savvis
                   ($14 million); partially offset with a $3
                   million credit related to tax incentives for
                   the Embarq integration.
     (2) -         Out-of-period depreciation adjustment ($30
                   million) to correct an overstatement of
                   depreciation.
     (3) -         Net loss associated with early retirement of
                   debt ($179 million), partially offset by
                   gains on the sales of non-operating
                   investments $14 million.
     (4) -         Income tax benefit of Items (1) through (3)
                   and benefit from the reversal of a valuation
                   allowance ($14 million).
     (5) -         Includes integration, severance, and
                   retention costs associated with our
                   acquisition of Qwest, along with
                   restructuring charges ($371 million);
                   integration and severance costs associated
                   with our acquisition of Embarq ($81
                   million); and transaction and other costs
                   associated with our acquisition of Savvis
                   ($26 million); net of a favorable settlement
                   of an operating tax issue $13 million.
     (6) -         Reflects the interest component of a
                   favorable settlement of an operating tax
                   issue.
     (7) -         Expense associated with terminating a bridge
                   credit facility related to the Savvis
                   acquisition ($16 million) and costs
                   associated with early retirement of Qwest
                   debt ($6 million).
     (8) -         Income tax benefit of Items (5) through (7)
                   and a benefit from the reduction of a
                   valuation allowance ($14 million).



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

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

                               ASSETS
    CURRENT ASSETS
             Cash and cash equivalents                                                      $211                 128
             Other current assets                                                          3,396               3,389
                Total current assets                                                       3,607               3,517


    NET PROPERTY, PLANT AND EQUIPMENT
             Property, plant and equipment                                                32,086              29,585
             Accumulated depreciation                                                    (13,054)            (10,141)
                Net property, plant and equipment                                         19,032              19,444


    GOODWILL AND OTHER ASSETS
             Goodwill                                                                     21,691              21,691
             Other, net                                                                    9,642              11,351
                 Total goodwill and other assets                                          31,333              33,042


    TOTAL ASSETS                                                                         $53,972              56,003



                LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
             Current maturities of long-term debt                                         $1,205                 480
             Other current liabilities                                                     3,390               3,544
                 Total current liabilities                                                 4,595               4,024

    LONG-TERM DEBT                                                                        19,400              21,356
    DEFERRED CREDITS AND OTHER LIABILITIES                                                10,688               9,796
    STOCKHOLDERS' EQUITY                                                                  19,289              20,827
                                                                                          ------              ------

    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                                                              $53,972              56,003



                                                                    CenturyLink, Inc.
                                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     TWELVE MONTHS ENDED DECEMBER 31, 2012 AND 2011
                                                                       (UNAUDITED)
                                                                  (Dollars in millions)
                                                                                                                                                           
                                                                                                                                                           
                                                                                              Twelve Months                          Twelve Months
                                                                                                  Ended                                  Ended
                                                                                            December 31, 2012                      December 31, 2011
                                                                                            -----------------                      -----------------
                                                                                                                                                           
     OPERATING ACTIVITIES
                      Net income                                               $777                                    573
                      Adjustments to
                       reconcile net
                       income to net cash
                       provided by
                       operating
                       activities:
                               Depreciation
                                and
                                amortization                                   4,780                                  4,026
                               Deferred
                                income taxes                                     394                                    395
                               Provision for
                                uncollectible
                                accounts                                         187                                    153
                               Net loss on
                                early
                                retirement
                                of debt                                          179                                      8
                       Changes in
                                current
                                assets and
                                current
                                liabilities,
                                net                                             (225)                                  (205)
                               Retirement
                                benefits                                        (169)                                  (688)
                       Changes in
                                other
                                noncurrent
                                assets and
                                liabilities                                      162                                     (6)
                               Other, net                                        (20)                                   (55)
                                                Net cash provided by
                                                 operating activities                                        6,065                                  4,201
                                                                                                             -----                                  -----
                                                                                                                                                           
     INVESTING ACTIVITIES
                      Payments for
                       property, plant
                       and equipment and
                       capitalized
                       software                                              (2,919)                               (2,411)
                      Cash paid for
                       Savvis
                       acquisition, net
                       of $94 cash
                       acquired                                                   -                                (1,671)
                      Cash acquired in
                       Qwest acquisition,
                       net of $5 cash
                       paid                                                       -                                    419
                      Proceeds from sale
                       of property and
                       intangible assets                                        191                                      -
                      Other, net                                                 38                                     16
                                                Net cash used in
                                                 investing activities                                       (2,690)                                (3,647)
                                                                                                            ------                                 ------
                                                                                                                                                           
     FINANCING ACTIVITIES
                      Net proceeds from
                       issuance of long-
                       term debt                                              3,362                                  4,102
                      Payments of long-
                       term debt                                             (5,118)                               (2,984)
                      Early retirement of
                       debt costs                                              (346)                                  (114)
                      Net borrowings
                       (payments) on
                       credit facility                                          543                                    (88)
                      Dividends paid                                         (1,811)                               (1,556)
                      Net proceeds from
                       issuance of common
                       stock                                                    110                                    103
                      Repurchase of
                       common stock                                             (37)                                   (31)
                      Other, net                                                  2                                     (9)
                                                Net cash used in
                                                 financing activities                                       (3,295)                                  (577)
                                                                                                            ------                                   ----
                                                                                                                                                           
     Effect of exchange rate changes on cash and cash equivalents                                                3                                    (22)
                                                                                                               ---                                    ---
                                                                                                                                                           
     Net increase (decrease) in cash and cash equivalents                                                       83                                    (45)
     Cash and cash equivalents at beginning of period                                                          128                                    173
                                                                                                               ---                                    ---
                                                                                                                                                           
     Cash and cash equivalents at end of period                                                               $211                                    128
                                                                                                              ====



                                                                                                                       CenturyLink, Inc.
                                                                                                            SELECTED SEGMENT FINANCIAL INFORMATION
                                                                                                THREE MONTHS AND TWELVE MONTHS ENDED DECEMBER 31, 2012 AND 2011
                                                                                                                          (UNAUDITED)
                                                                                                                     (Dollars in millions)
                                                                                                                                                                                                                                            Pro forma (*)
                                                                                                                                                                                                                                            Twelve months
                                                                                                                                                                                                                                                ended
                                                                    Three months ended                                         Twelve months ended
                                                                       December 31,                                                December 31,                                December 31, 2011
                                                                   -------------------                                        --------------------                             -----------------
                                                                                   2012                               2011                                             2012                                        2011
                                                                                   ----                               ----                                             ----                                        ----
    Total segment revenues                                                       $4,316                              4,399                                           17,320                                      14,471                                   17,690
    Total segment expenses                                                        2,055                              2,085                                            8,094                                       6,513                                    8,167
    Total segment income                                                         $2,261                              2,314                                            9,226                                       7,958                                    9,523
                                                                                                                                                                                                                                                                  
    Total segment income margin (segment income divided
     by segment revenues)
                                  52.4%                     52.6%                                                     53.3%                   55.0%                                       53.8%
                                  ====                      ====                                                      ====                    ====                                        ====
                                                                                                                                                                                                                                    
    Regional Markets Segment
    ------------------------
    Revenues
                           Strategic
                           services                         $914                                882                                          3,607                                       2,890                                3,417
                           Legacy
                           services                        1,455                              1,575                                          5,996                                       5,593                                6,468
                           Data
                           integration                        76                                 87                                            273                                         260                                  296
                                            $2,445                                2,544                                          9,876                                8,743                                      10,181
                                            ------                                -----                                          -----                                -----                                      ------
    Expenses
                          Direct                            $994                              1,014                                          3,939                                       3,469                                4,010
                          Allocated                           66                                 67                                            279                                         204                                  261
                                            $1,060                                1,081                                          4,218                                3,673                                       4,271
                                            ------                                -----                                          -----                                -----                                       -----
                                                                                                                                                                                                                                    
    Segment income                                                               $1,385                              1,463                                            5,658                                       5,070                                    5,910
                                                                                                                                                                                                                                                                  
    Segment income margin                                                          56.6%                              57.5%                                            57.3%                                       58.0%                                    58.0%
                                                                                   ====                               ====                                             ====                                        ====                                     ====
                                                                                                                                                                                                                                    
    Wholesale Markets Segment
    -------------------------
    Revenues
                           Strategic
                           services                         $572                                571                                          2,296                                       1,915                                2,266
                           Legacy
                           services                          335                                389                                          1,424                                       1,389                                1,663
                           Data
                           integration                         1                                  1                                              1                                           1                                    1
                                              $908                                  961                                          3,721                                3,305                                       3,930
                                              ----                                  ---                                          -----                                -----                                       -----
    Expenses
                          Direct                             $38                                 52                                            169                                         174                                  186
                          Allocated                          233                                261                                            948                                         847                                1,032
                                              $271                                  313                                          1,117                                1,021                                       1,218
                                              ----                                  ---                                          -----                                -----                                       -----
                                                                                                                                                                                                                                    
    Segment income                                                                 $637                                648                                            2,604                                       2,284                                    2,712
                                                                                                                                                                                                                                                                  
    Segment income margin                                                          70.2%                              67.4%                                            70.0%                                       69.1%                                    69.0%
                                                                                   ====                               ====                                             ====                                        ====                                     ====
                                                                                                                                                                                                                                    
    Enterprise Markets - Network Segment
    ------------------------------------
    Revenues
                           Strategic
                           services                         $346                                321                                          1,344                                         967                                1,289
                           Legacy
                           services                          213                                214                                            867                                         690                                  897
                           Data
                           integration                       112                                100                                            398                                         276                                  361
                                              $671                                  635                                          2,609                                1,933                                       2,547
                                              ----                                  ---                                          -----                                -----                                       -----
    Expenses
                          Direct                            $209                                199                                            781                                         568                                  738
                          Allocated                          280                                290                                          1,110                                         882                                1,166
                                              $489                                  489                                          1,891                                1,450                                       1,904
                                              ----                                  ---                                          -----                                -----                                       -----
                                                                                                                                                                                                                                    
    Segment income                                                                 $182                                146                                              718                                         483                                      643
                                                                                                                                                                                                                                                                  
    Segment income margin                                                          27.1%                              23.0%                                            27.5%                                       25.0%                                    25.2%
                                                                                   ====                               ====                                             ====                                        ====                                     ====
                                                                                                                                                                                                                                    
    Enterprise Markets - Data Hosting Segment
    ----------------------------------------
    Revenues
                           Strategic
                           services                         $292                                259                                          1,114                                         490                                1,032
                                              $292                                  259                                          1,114                                  490                                       1,032
                                              ----                                  ---                                          -----                                  ---                                       -----
    Expenses
                          Direct                            $253                                220                                            940                                         415                                  848
                          Allocated                          (18)                               (18)                                           (72)                                        (46)                                 (74)
                                              $235                                  202                                            868                                  369                                         774
                                              ----                                  ---                                            ---                                  ---                                         ---
                                                                                                                                                                                                                                    
    Segment income                                                                  $57                                 57                                              246                                         121                                      258
                                                                                                                                                                                                                                                                  
    Segment income margin                                                          19.5%                              22.0%                                            22.1%                                       24.7%                                    25.0%
                                                                                   ====                               ====                                             ====                                        ====                                     ====
    During the second quarter of 2012,
     we restructured our four
     operating segments to more
     effectively leverage the
     strategic assets from our recent
     acquisitions of Embarq, Qwest and
     Savvis. We also revised our
     methodology for how we allocate
     our expenses to our segments to
     better align segment expenses
     with related revenues.  In
     addition, we now allocate certain
     expenses from our enterprise
     markets-data hosting segment to
     our other three segments.  We
     have restated prior periods to
     reflect these changes in our
     methodology.

    *The pro forma 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 the elimination of
     intercompany billings and the
     elimination of certain deferred
     revenues and costs. The above pro
     forma information (i) has not
     been prepared in accordance with
     generally accepted accounting
     principles, (ii) is for
     illustrative purposes only, and
     (iii) is not necessarily
     indicative of the combined
     operating results that would have
     occurred if the Qwest and Savvis
     mergers had been consummated as
     of January 1, 2010.


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

                                                                                                                                                             Pro forma*
                                                                                                                      Twelve months                        Twelve months
                                                                                                                          ended                                ended
                                                                                                                    December 31, 2012                    December 31, 2011
                                                                                                                        (excluding                           (excluding
                                                                                                                    special items)(1)                    special items)(1)
                                                                                                                     ----------------                     ----------------

    OPERATING REVENUES
                      Strategic services                                                                                                     $8,361                          7,995
                      Legacy services                                                                                                         8,287                          9,037
                      Data integration                                                                                                          672                            658
                      Other                                                                                                                   1,056                          1,002
                                                                                                                                             18,376                         18,692
                                                                                                                                             ------                         ------

     OPERATING EXPENSES
                      Cash expenses                                                                                                          10,720  (A)                    10,910  (B)
                      Depreciation and amortization                                                                                           4,810                          4,953
                                                                                                                                             15,530                         15,863
                                                                                                                                             ------                         ------

     OPERATING INCOME                                                                                                                         2,846                          2,829

     OTHER INCOME (EXPENSE)
                      Interest expense                                                                                                       (1,319)                        (1,331) (C)
                      Other income (expense)                                                                                                     21  (D)                        22  (E)
                      Income tax expense                                                                                                       (601) (F)                      (613) (F)

     NET INCOME                                                                                                                                $947                            907


     DILUTED EARNINGS PER SHARE                                                                                                               $1.52                           1.46

     WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING                                                                                            622,285                        615,800

     OPERATING CASH FLOW
                      Operating income                                                                                                       $2,846                          2,829
                      Add:  Depreciation and amortization                                                                                     4,810                          4,953
                      Operating cash flow                                                                                                    $7,656                          7,782
                                                                                                                                             ======                          =====




          *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
          amortization of the fair value assigned to intangible assets (primarily customer
          relationship); (iii) adjustments to depreciation to reflect the fair value assigned to
          property, plant and equipment; (iv) adjustments to interest expense to reflect
          acquisition date financing and (v) the related income tax effects.  The above pro forma
          information (i) has not been prepared in accordance with generally accepted accounting
          principles, (ii) is for illustrative purposes only, and (iii) is not necessarily
          indicative of the combined operating results that would have occurred if the Qwest and
          Savvis mergers had been consummated as of January 1, 2010.


     (1)                Summary description of special items for 2012 and 2011 excluded from above
                        schedule:
         (A)            Excludes severance costs associated with recent reduction in force initiatives
                        ($81 million), integration, severance, and retention costs associated with our
                        acquisition of Qwest ($71 million) and integration, severance and retention costs
                        associated with our acquisition of Savvis ($14 million); partially offset with a
                        $3 million credit related to tax incentives for the Embarq acquisition.
         (B)            Excludes integration and severance costs associated with the Qwest and Embarq
                        acquisitions incurred by CenturyLink; realignment, severance and merger related
                        costs incurred by Qwest; and merger related costs incurred by Savvis ($482
                        million).
         (C)            Excludes the interest component of a favorable settlement of an operating tax
                        issue ($5 million).
         (D)            Excludes net loss associated with early retirement of debt ($179 million);
                        partially offset by gains on the sales of non-operating investments $14 million.
         (E)            Excludes expense associated with terminating a bridge credit facility related to
                        the Savvis acquisition ($16 million) and costs associated with early retirement
                        of Qwest debt ($6 million).
         (F)            Excludes tax effect of above items (A) to (E) and a benefit from the reduction of
                        a valuation allowance ($14 million) in 2012 and ($14 million) in 2011.


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


                                                                             Three months ended December 31, 2012                Three months ended December 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                                  $666                  (27)           (1)    693                   533                  (61)          (2)   594
                             Add:  Depreciation and
                              amortization                                    1,220                    -                 1,220                 1,252                    -               1,252
                             Operating cash flow                             $1,886                  (27)                1,913                 1,785                  (61)              1,846


                             Revenues                                        $4,583                    -                 4,583                 4,653                    -               4,653


                             Operating income margin
                              (operating income divided by
                              revenues)                                        14.5%                                      15.1%                 11.5%                                    12.8%


                             Operating cash flow margin
                              (operating cash flow divided by
                              revenues)                                        41.2%                                      41.7%                 38.4%                                    39.7%



              Free cash flow
                             Operating cash flow                                                                        $1,913                                                          1,846
                             Less: Cash (paid) refunded for
                              income taxes                                                                                 (23)                                                            25
                             Less: Cash paid for interest,
                              net of amounts capitalized                                                                  (408)                                                          (465)
                             Less: Capital expenditures (3)                                                               (877)                                                          (896)
                             Other income (expense)                                                                          5                                                              5

                             Free cash flow (4)                                                                            610                                                            515
     SPECIAL ITEMS
     (1) -         Includes severance costs associated
                   with recent reduction in force
                   initiatives ($13 million),
                   integration, severance, and
                   retention costs associated with our
                   acquisition of Qwest ($9 million)
                   and integration, severance and
                   retention costs associated with our
                   acquisition of Savvis ($5 million).
     (2) -         Includes integration, severance, and
                   retention costs associated with our
                   acquisition of Qwest, along with
                   restructuring charges ($55 million);
                   integration and severance costs
                   associated with our acquisition of
                   Embarq ($2 million); transaction and
                   other costs associated with our
                   acquisition of Savvis ($4 million).
     (3) -         Excludes $18 million in fourth
                   quarter 2012 and $4 million in
                   fourth quarter 2011 of capital
                   expenditures related to the
                   integration of Embarq, Qwest and
                   Savvis.
     (4) -         Excludes special items identified in
                   items (1) and (2) and the impact of
                   pension contributions of $487
                   million for fourth quarter 2011.



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


                                                                               Twelve months ended December 31, 2012                Twelve months ended December 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                  $2,713                 (133)           (1)  2,846                 2,025                 (465)          (3)  2,490
                                              Add:  Depreciation
                                               and amortization                  4,780                  (30)           (2)  4,810                 4,026                    -                4,026
                                              Operating cash
                                               flow                             $7,493                 (163)                7,656                 6,051                 (465)               6,516


                                              Revenues                         $18,376                    -                18,376                15,351                    -               15,351


                                              Operating income
                                               margin (operating
                                               income divided by
                                               revenues)                          14.8%                                      15.5%                 13.2%                                     16.2%


                                              Operating cash
                                               flow margin
                                               (operating cash
                                               flow divided by
                                               revenues)                          40.8%                                      41.7%                 39.4%                                     42.4%



     Free cash flow
                                              Operating cash
                                               flow                                                                        $7,656                                                           6,516
                                              Less: Cash (paid)
                                               refunded for
                                               income taxes                                                                   (82)                                                            118
                                              Less: Cash paid
                                               for interest, net
                                               of amounts
                                               capitalized                                                                 (1,405)                                                         (1,225)
                                              Less: Capital
                                               expenditures (4)                                                            (2,858)                                                         (2,381)
                                              Other income
                                               (expense)                                                                       21                                                              17

                                              Free cash flow (5)                                                            3,332                                                           3,045
     SPECIAL ITEMS
     (1) -         Includes severance costs associated
                   with recent reduction in force
                   initiatives ($81 million),
                   integration, severance, and
                   retention costs associated with our
                   acquisition of Qwest ($71 million)
                   and integration, severance and
                   retention costs associated with our
                   acquisition of Savvis ($14 million);
                   partially offset with a $30 million
                   out-of-period depreciation
     (2) -         Out-of-period depreciation
                   adjustment ($30 million) to correct
                   an overstatement of depreciation.
     (3) -         Includes integration, severance, and
                   retention costs associated with our
                   acquisition of Qwest, along with
                   restructuring charges ($371
                   million); integration and severance
                   costs associated with our
                   acquisition of Embarq ($81 million);
                   transaction and other costs
                   associated with our acquisition of
                   Savvis ($26 million); net of a
                   favorable settlement of an operating
     (4) -         Excludes $61 million for the twelve
                   months ended December 31, 2012 and
                   $30 million for the twelve months
                   ended December 31, 2011 of capital
                   expenditures related to the
                   integration of Embarq, Qwest and
                   Savvis.
     (5) -         Excludes (i) special items identified
                   in items (1) to (3) and (ii) the
                   impact of pension contributions of
                   $32 million for the twelve months
                   ended December 31, 2012 and $587
                   million for the twelve months ended
                   December 31, 2011.




                                    CenturyLink, Inc.
                                    OPERATING METRICS
                                       (UNAUDITED)
                                      (In thousands)



                       As of                                 As of                  As of
                 December 31, 2012                    September 30, 2012      December 31, 2011
                 -----------------                    ------------------      -----------------
    Broadband
     subscribers                  5,848                                 5,807                  5,652
    Access lines                 13,748                                13,946                 14,584




                                                                 CenturyLink, Inc.
                                              SUPPLEMENTAL NON-GAAP INFORMATION - ADJUSTED DILUTED EPS
                                   THREE MONTHS ENDED DECEMBER 31, 2012, SEPTEMBER 30, 2012 AND DECEMBER 31, 2011
                                                                    (UNAUDITED)
                                                  (Dollars in millions, except per share amounts)




                                                                                            Three months       Three months        Three months
                                                                                                ended              ended              ended
                                                                                         December 31, 2012  September 30, 2012  December 31, 2011
                                                                                             (excluding         (excluding         (excluding
                                                                                           special items)     special items)      special items)

    Net income *                                                                                                          $240                237    151
                                                                                                                                              ---    ---

    Add back:
       Amortization of customer base intangibles:
                                                   Qwest                                                                   237                241    253
                                                   Embarq                                                                   34                 34     39
                                                   Savvis                                                                   15                 15     20

       Amortization of trademark intangibles:
                                                   Qwest                                                                    14                 15     19
                                                   Savvis                                                                    2                  2      2

       Amortization of fair value adjustment of
        long-term debt:
                                                   Embarq                                                                    1                  1      -
                                                   Qwest                                                                   (18)               (20)   (31)

            Subtotal                                                                                                       285                288    302
       Tax effect of above items                                                                                          (110)              (112)  (110)
    Net adjustment, after taxes                                                                                            175                176    192
                                                                                                                           ---                ---    ---

    Net income, as adjusted for above
     items                                                                                                                $415                413    343

    Weighted average diluted shares outstanding                                                                          623.7              623.3  618.5

    Diluted EPS (excluding special
     items)                                                                                                              $0.38               0.38   0.24

    Adjusted diluted EPS as adjusted for the
     above-listed purchase accounting
     intangible and interest amortizations
     (excluding special items)
                                                                                                                         $0.67               0.66   0.55
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                                   CenturyLink, Inc.
               SUPPLEMENTAL NON-GAAP INFORMATION - ADJUSTED DILUTED EPS
                 TWELVE MONTHS ENDED DECEMBER 31 AND DECEMBER 31, 2011
                                      (UNAUDITED)
                    (Dollars in millions, except per share amounts)



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

    Net income **                                                                $947                907
                                                                                                     ---

    Add back:
       Amortization of customer
        base intangibles:
                  Qwest                                                           966              1,016
                  Embarq                                                          146                166
                  Savvis                                                           59                 80

       Amortization of trademark
        intangibles:
                  Qwest                                                            63                 76
                  Savvis                                                            9                  8

       Amortization of fair value
        adjustment of long-term
        debt:
                  Embarq                                                            4                  3
                  Qwest                                                           (86)              (198)

            Subtotal                                                            1,161              1,151
       Tax effect of above items                                                 (445)              (426)
    Net adjustment, after taxes                                                   716                725
                                                                                  ---                ---

    Net income, as
     adjusted for
     above items                                                               $1,663              1,632

    Weighted average diluted
     shares outstanding                                                         622.3              615.8

    Diluted EPS
     (excluding
     special items)                                                             $1.52               1.46

    Adjusted diluted EPS as
     adjusted for the above-
     listed purchase accounting
     intangible and interest
     amortizations (excluding
     special items)
                                                                                $2.67               2.64
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                                                   CenturyLink, Inc.
                                    SUPPLEMENTAL SELECT SAVVIS REVENUE INFORMATION
                    THREE MONTHS ENDED DECEMBER 31, 2012, SEPTEMBER 30, 2012 AND DECEMBER 31, 2011
                                                      (UNAUDITED)
                                                 (Dollars in millions)


                                  Three months                   Three months                         Three months
                                     ended                          ended                                ended
                               December 31, 2012              September 30, 2012                   December 31, 2011

    Colocation
     revenue                                            $113                              110                        99
    Managed hosting
     revenue                                             121                              108                        98

SOURCE CenturyLink, Inc.