MONROE, La., Feb. 15, 2011 /PRNewswire/ -- CenturyLink, Inc. (NYSE: CTL) announces operating results for fourth quarter 2010.

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    --  Added nearly 29,000 high-speed Internet customers during the quarter and
        ended 2010 with 2,394,000 high-speed Internet customers.
    --  Reduced access line losses by 12% compared to third quarter 2010 and
        15.8% compared to fourth quarter 2009.
    --  Generated free cash flow (as defined in the attached financial
        schedules) of $342 million in fourth quarter 2010, excluding
        nonrecurring items of $7.1 million and $9.1 million of acquisition
        related capital expenditures.
    --  Achieved approximately $85 million in synergies from the Embarq
        acquisition during fourth quarter 2010 and ended 2010 with estimated
        annual run rate synergies of more than $340 million.




    Fourth Quarter Highlights Quarter Ended  Quarter Ended   % Change
    ------------------------- -------------  -------------   --------
    (Excluding nonrecurring
     items reflected in the
     attached financial
     schedules)                     12/31/10        12/31/09
    -----------------------         --------        --------
    (In thousands, except per
     share amounts and
     subscriber data)
    -------------------------
    Operating Revenues            $1,721,977      $1,839,424        (6.4)%
    Operating Cash Flow (1)         $864,318        $943,592        (8.4)%
    Net Income (2)                  $232,287        $286,688       (19.0)%
    Diluted Earnings Per
     Share                              $.76            $.95       (20.0)%
    Average Diluted Shares
     Outstanding                     303,201         299,233          1.3%
    Capital Expenditures (3)        $263,990        $337,417       (21.8)%
    ------------------------        --------        --------       ------

    Access Lines                   6,504,000       7,039,000        (7.6)%
    High-Speed Internet
     Customers                     2,394,000       2,236,000          7.1%
    -------------------            ---------       ---------          ---



    (1) Operating Cash Flow is a non-GAAP financial measure. A
     reconciliation of this item to comparable GAAP measures is included in
     the attached financial schedules.
    (2) All references to net income contained in this release represent
     net income attributable to CenturyLink, Inc.
    (3) Includes nonrecurring capital expenditures of $9.1 million in
     fourth quarter 2010 and $28.1 million in fourth quarter 2009 related
     to the Embarq integration.




    "CenturyLink's financial and operating results for the fourth quarter
     and for full year 2010 reflect an improving revenue trend along with
     the challenge of reducing costs in the near term due to the pending
     Qwest merger and the market expansion of IPTV service," Glen F.
     Post, III, chief executive officer and president, said. "Operating
     revenues were better than we had originally anticipated for both the
     quarter and full year and our annual rate of access line decline
     improved to 7.6% in 2010 from pro forma 8.8% in 2009. We expect our
     revenue trend to improve in 2011 compared to 2010 driven by
     anticipated lower access line losses and revenues from strategic
     initiatives."

Operating revenues, excluding nonrecurring items, for fourth quarter 2010 were $1.72 billion compared to $1.84 billion in fourth quarter 2009. This anticipated revenue decline was primarily due to the impact of access line losses and lower access revenues, including the anticipated impact of lower universal service fund receipts and wireless and long distance traffic migration. These decreases more than offset revenue increases driven by growth in high-speed Internet customers, data services demand from business customers and data transport demand from wireless providers.

Operating expenses, excluding nonrecurring items, decreased to $1.22 billion from $1.25 billion in fourth quarter 2009, primarily due to lower access expenses and transport costs due to the migration of legacy Embarq long distance traffic to our internal IP network, and lower personnel costs. Such increases were partially offset by higher plant operations costs.

Operating cash flow, excluding nonrecurring items, decreased to $864.3 million from $943.6 million in fourth quarter 2009. For fourth quarter 2010, CenturyLink achieved an operating cash flow margin, excluding non-recurring items, of 50.2% versus 51.3% in fourth quarter 2009.

"CenturyLink is well positioned to meet the growing demand for broadband and IP-based services across all customer segments. We added 29,000 high-speed Internet subscribers during the fourth quarter and 158,000 subscriber additions for full year 2010, representing 7.1% annual subscriber growth." Post said. "We expect strategic revenues to increase in the months ahead driven by continued growth in high-speed Internet subscribers, consumer demand for broadband services such as IPTV, and business customer demand for high-bandwidth data services and data transport services."

Net income, excluding nonrecurring items, was $232.3 million in fourth quarter 2010 compared to $286.7 million in fourth quarter 2009. Diluted earnings per share, excluding nonrecurring items, was $.76 for fourth quarter 2010, a 20.0% decrease from the $.95 reported in fourth quarter 2009.

For the year 2010, operating revenues, excluding nonrecurring items, increased 41.6% to $7.04 billion from $4.97 billion for the same period in 2009. Operating cash flow, excluding nonrecurring items, was $3.62 billion for 2010 compared to $2.48 billion in 2009. Net income, excluding nonrecurring items, was $1.03 billion compared to $720.9 million in 2009. Diluted earnings per share, excluding nonrecurring items, was $3.39 compared to $3.60 in 2009. The 2010 results reflect the impact of the Embarq acquisition for the full year, whereas the 2009 results reflect the impact of the Embarq acquisition for the 6 months following the July 1, 2009 completion of the transaction.

Under generally accepted accounting principles (GAAP), net income for fourth quarter 2010 was $225.2 million compared to $230.2 million for fourth quarter 2009, and diluted earnings per share for fourth quarter 2010 was $.74 compared to $.77 for fourth quarter 2009.

Fourth quarter 2010 net income and diluted earnings per share reflect after-tax integration and severance-related costs associated with the Embarq acquisition of $16.9 million ($.056 per share) and $6.9 million ($.023 per share) of after-tax costs related to transaction and integration costs associated with the pending Qwest acquisition. Such amounts were partially offset by an after-tax curtailment gain associated with freezing certain future defined benefit pension accruals of $13.0 million ($.04 per share) and a net income tax benefit due to an increase in the net deferred tax asset related to state net operating loss carry forwards and other tax adjustments, of $3.7 million ($.01 per share).

Fourth quarter 2009 net income and diluted earnings per share reflect after-tax costs of $37.8 million ($.13 per share) associated with debt extinguishments, $19.8 million ($.07 per share) related to integration costs associated with the Embarq acquisition, $5.0 million ($.02 per share) related to a litigation settlement, and $4.4 million ($.015 per share) associated with severance related costs and the accelerated recognition of share-based compensation and pension expense. These after-tax costs more than offset a $10.7 million ($.04 per share) net tax benefit related to the recognition of previously unrecognized tax benefits and an adjustment to deferred tax liabilities related to the Embarq acquisition.

Net income under GAAP for full year 2010 was $947.7 million compared to $647.2 million for full year 2009 and diluted earnings per share for full year 2010 was $3.13 compared to $3.23 for full year 2009. See the accompanying financial schedules for detail of the Company's nonrecurring items for full year 2010 and 2009.

Outlook for 2011. For full year 2011, CenturyLink expects operating revenues (excluding the effects of the pending Qwest transaction and any nonrecurring items that may occur ) to be 4% to 5% lower than 2010 operating revenues, as compared to the 6.5% decline in 2010 operating revenues compared to pro forma 2009 operating revenues. In addition, due to (i) anticipated revenue growth associated with the expansion of CenturyLink's Prism TV service, (ii) the revenue impact of the expected continued improvement in the rate of access line loss and (iii) the effects of additional fiber investment, the Company expects its year-over-year rate of revenue decline (excluding the pending Qwest transaction and any nonrecurring items that may occur) to be 2% to 3% by fourth quarter 2011.

The Company currently expects 2011 capital expenditures, excluding any capital related to the integration of the pending Qwest transaction, to be approximately $1 billion, or 16% higher than 2010 capital expenditures of $864 million. This increase is primarily due to the Company's planned incremental fiber to the tower investment for 2011.

Due to the anticipated close of the pending Qwest transaction, CenturyLink is not currently providing full year 2011 free cash flow or diluted earnings per share guidance. However, the Company is providing guidance regarding several items that collectively are anticipated to negatively impact 2011 diluted earnings per share in the range of $.49 to $.55, excluding the effects of the pending Qwest transaction and any nonrecurring items that may occur.

The following items are expected to have a positive impact on 2011 diluted earnings per share (excluding any positive impacts related to the Qwest acquisition):


    --  additional synergies associated with the Embarq acquisition - $.09 to
        $.11;
    --  increased revenues associated with expected growth in high-speed
        Internet customers - $.10 to $.14;
    --  increased revenues associated with data transport for wireless carriers
        - $.06 to $.08; and
    --  lower interest expense - $.05 to $.07.

The following items are expected to negatively impact 2011 diluted earnings per share:


    --  lower voice-related revenues, primarily due to anticipated access line
        losses of 7.0% to 7.5% - ($.40) to ($.45);
    --  lower access revenues primarily driven by access line losses and
        continued pressure on access minutes of use - ($.18) to ($.22);
    --  start-up losses associated with expanding CenturyLink's Prism TV service
        - ($.12) to ($.14);
    --  reduced interstate universal service funding - ($.05) to ($.06); and
    --  additional migration of network traffic from a wireless carrier customer
        - ($.05) to ($.07).

For first quarter 2011, CenturyLink expects total revenues of $1.68 to $1.70 billion and diluted earnings per share of $.66 to $.70.

Additionally, CenturyLink is providing the following information regarding the estimated impact that the accounting rules related to business combinations are expected to have on the combined company's annual financial results in order to assist the investment community to better understand the combined company. None of these items will impact cash flow:


    --  Purchase accounting rules require that the debt of the acquired company
        be adjusted to fair value at the time of the merger close. Based on the
        estimated fair value of Qwest's outstanding debt as of December 31,
        2010, the impact of this fair value adjustment would have decreased
        interest expense in 2011 by approximately $287 million as compared to
        its expected levels absent the fair value adjustment.
    --  Business combination accounting rules also require that deferred
        revenues (and related deferred costs) on Qwest's balance sheet be
        assigned a fair value. We currently expect that certain deferred revenue
        components (and related deferred costs) will be assigned little or no
        value and thus will have negligible amounts recognized in the income
        statement subsequent to the merger. As of December 31, 2010, we
        currently estimate that the combined company will experience an annual
        reduction to revenues of approximately $140 million and an annual
        reduction to operating expenses of approximately $100 million to adjust
        deferred revenue (and related costs) to their estimated fair value.
    --  Additionally, under purchase accounting rules, the tangible and
        intangible assets of the acquired company must be reflected on the books
        of the combined company at their fair value. The final fair value
        assignment may significantly impact depreciation and amortization
        expense; however, the impact cannot be determined at this time.
    --  The merger will also result in the elimination of approximately $70
        million of annual revenues and corresponding expenses related to arms
        length business relationships between CenturyLink and Qwest today that
        will become intercompany transactions and subject to elimination
        following the merger close.

All of the assets and liabilities of Qwest will be assigned a fair value pursuant to business combination accounting rules upon the consummation of the merger. The actual fair values assigned to the above items may change significantly from those estimates provided herein. The above estimates also assume the associated income statement impacts occur for a full year. The actual results of the fair value adjustments to reflect the business combination accounting rules will only occur subsequent to the merger date.

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

Integration Update. During fourth quarter 2010, CenturyLink incurred pre-tax costs of $27.2 million related to the Embarq acquisition and $7.1 million related to the Qwest transaction. The Company also incurred approximately $9.1 million of integration-related capital expenditures during the fourth quarter associated with the Embarq integration.

CenturyLink achieved more than $85 million in total operating cost synergies during fourth quarter 2010 and exited 2010 at an annualized synergy run rate of more than $340 million.

Qwest Transaction. On April 21, 2010, CenturyLink and Qwest Communications International Inc. (NYSE: Q) entered into a definitive agreement under which CenturyLink will acquire Qwest in a tax-free, stock-for-stock transaction. Qwest shareholders will receive 0.1664 CenturyLink shares for each share of Qwest common stock they own at closing. Upon closing of the transaction, CenturyLink shareholders are expected to own approximately 50.5% and Qwest shareholders are expected to own approximately 49.5% of the combined company.

The transaction requires approval from regulatory commissions in 21 states and the District of Columbia, as well as the Federal Communications Commission (FCC). Eighteen of those state regulatory approvals have been received to date. While the actual closing date depends upon the timing of receipt of FCC and remaining state regulatory approvals, we are currently planning toward an April 1st closing date.

Shareholder Returns. CenturyLink returned approximately $221 million to shareholders in the fourth quarter through cash dividends paid on December 20, 2010, to shareholders of record as of December 7, 2010. In accordance with their definitive merger agreement, CenturyLink and Qwest coordinated the record dates and payment dates for the two companies' respective first quarter dividend. On January 24, both CenturyLink and Qwest issued separate public announcements indicating their first quarter dividend would be paid on February 25, 2011 to holders of record on February 18, 2011. This represents a deviation from CenturyLink's historical dividend record and payments dates for the first quarter. Following the Qwest closing, CenturyLink's future quarterly dividends are not expected to deviate from historical dates.

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

Investor Call. As previously announced, CenturyLink's management will host a conference call at 10:30 a.m. Central Time today. Interested parties can access the call by dialing 866.818.1393. The call will be accessible for replay through February 21, 2011, by calling 888.266.2081 and entering the conference ID number 1508167. 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 7, 2011.

Forward Looking Statements

Certain non-historical statements made in this release and future oral or written statements or press releases by us or our management are intended to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the timing, success and overall effects of competition from a wide variety of competitive providers; the risks inherent in rapid technological change; the effects of ongoing changes in the regulation of the communications industry (including those arising out of the Federal Communication Commission's National Broadband Plan released in the first quarter of 2010); our ability to effectively adjust to changes in the communications industry; and changes in the composition of our markets and product mix caused by our recent acquisitions; our ability to successfully integrate Embarq into our operations, including the possibility that the anticipated benefits from the Embarq merger cannot be fully realized in a timely manner or at all, or that integrating Embarq's operations into ours will be more difficult, disruptive or costly than anticipated; our ability to successfully complete our pending acquisition of Qwest, including timely receiving all regulatory approvals and realizing the anticipated benefits of the transaction; our ability to effectively manage our expansion opportunities, including retaining and hiring key personnel; possible changes in the demand for, or pricing of, our products and services; our ability to successfully introduce new product or service offerings on a timely and cost-effective basis; our continued access to credit markets on favorable terms; our ability to collect our receivables from financially troubled communications companies; our ability to pay a $2.90 per common share dividend annually, which may be affected by changes in our cash requirements, capital spending plans, cash flows or financial position; unanticipated increases or other changes in our capital expenditures; our ability to successfully negotiate collective bargaining agreements on reasonable terms without work stoppages; the effects of adverse weather; other risks referenced from time to time in this release or our filings with the Securities and Exchange Commission (the "SEC"); and the effects of more general factors such as changes in interest rates, in tax rates, in accounting policies or practices, in operating, medical, pension or administrative costs, in general market, labor or economic conditions, or in legislation, regulation or public policy. These and other uncertainties related to our business and our recently completed or pending acquisitions are described in greater detail in Item 1A to our most recent Form 10-K, 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

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



                   CenturyLink, Inc.
           CONSOLIDATED STATEMENTS OF INCOME
     THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009
                      (UNAUDITED)


                                     Three months ended December 31, 2010
                                     ------------------------------------
                                                                       As
                                                                    adjusted
                                                     Less          excluding
                                                     non-             non-
                                          As      recurring        recurring
     In thousands, except per share
      amounts                          reported     items            items
                                       --------     -----            -----

     OPERATING REVENUES
       Voice                            $757,098                     757,098
       Data                              488,351                     488,351
       Network access                    254,175                     254,175
       Other                             222,353                     222,353
                                         -------                     -------
                                       1,721,977           -       1,721,977
                                       ---------         ---       ---------

     OPERATING EXPENSES
       Cost of services and products     595,975       9,188  (1)    586,787
       Selling, general and
        administrative                   275,058       4,186  (1)    270,872
       Depreciation and amortization     364,573                     364,573
                                         -------                     -------
                                       1,235,606      13,374       1,222,232
                                       ---------      ------       ---------

     OPERATING INCOME                    486,371     (13,374)        499,745

     OTHER INCOME (EXPENSE)
       Interest expense                 (132,410)                   (132,410)
       Other income (expense)              4,900                       4,900
       Income tax expense               (133,399)      6,253  (2)   (139,652)


     INCOME BEFORE NONCONTROLLING
      INTERESTS AND EXTRAORDINARY
       ITEM                              225,462      (7,121)        232,583
      Noncontrolling interests              (296)                       (296)
                                            ----                        ----
     NET INCOME BEFORE
      EXTRAORDINARY ITEM                 225,166      (7,121)        232,287
      Extraordinary item                       -                           -
                                             ---                         ---
     NET INCOME ATTRIBUTABLE TO
      CENTURYLINK, INC.                 $225,166      (7,121)        232,287
                                        ========      ======         =======

     BASIC EARNINGS PER SHARE
       Income before extraordinary
        item                               $0.74       (0.02)           0.76
       Extraordinary item            $         -           -               -
       Basic earnings per share            $0.74       (0.02)           0.76

     DILUTED EARNINGS PER SHARE
       Income before extraordinary
        item                               $0.74       (0.02)           0.76
       Extraordinary item            $         -           -               -
       Diluted earnings per share          $0.74       (0.02)           0.76

     AVERAGE SHARES OUTSTANDING
       Basic                             302,301                     302,301
       Diluted                           303,201                     303,201

    DIVIDENDS PER COMMON SHARE            $0.725                       0.725



                                Three months ended December 31, 2009
                                ------------------------------------
                                                               As adjusted
                                               Less              excluding
                                               non-                non-
                                   As       recurring            recurring
     In thousands, except per
      share amounts             reported      items                items
                                --------      -----                -----

     OPERATING REVENUES
       Voice                       821,502      (8,236)   (3)       829,738
       Data                        459,211      (2,128)   (3)       461,339
       Network access              307,266                          307,266
       Other                       241,081                          241,081
                                   -------                          -------
                                 1,829,060     (10,364)           1,839,424
                                 ---------     -------            ---------

     OPERATING EXPENSES
       Cost of services and
        products                   596,859      (6,882)   (4)       603,741
       Selling, general and
        administrative             335,479      43,388    (4)       292,091
       Depreciation and
        amortization               356,384                          356,384
                                   -------                          -------
                                 1,288,722      36,506            1,252,216
                                 ---------      ------            ---------

     OPERATING INCOME              540,338     (46,870)             587,208

     OTHER INCOME (EXPENSE)
       Interest expense           (133,023)     11,119    (5)      (144,142)
       Other income (expense)      (63,354)    (71,968)   (5)         8,614
       Income tax expense         (116,084)     48,467    (6)      (164,551)


     INCOME BEFORE
      NONCONTROLLING
      INTERESTS AND
       EXTRAORDINARY ITEM          227,877     (59,252)             287,129
      Noncontrolling interests        (441)                            (441)
                                      ----                             ----
     NET INCOME BEFORE
      EXTRAORDINARY ITEM           227,436     (59,252)             286,688
      Extraordinary item             2,744       2,744    (7)             -
                                     -----       -----                  ---
     NET INCOME ATTRIBUTABLE
      TO CENTURYLINK, INC.         230,180     (56,508)             286,688
                                   =======     =======              =======

     BASIC EARNINGS PER SHARE
       Income before
        extraordinary item            0.76       (0.20)                0.96
       Extraordinary item             0.01        0.01                    -
       Basic earnings per share       0.77       (0.19)                0.96

     DILUTED EARNINGS PER
      SHARE
       Income before
        extraordinary item            0.76       (0.20)                0.95
       Extraordinary item             0.01        0.01                    -
       Diluted earnings per
        share                         0.77       (0.19)                0.95

     AVERAGE SHARES
      OUTSTANDING
       Basic                       298,580                          298,580
       Diluted                     299,233                          299,233

    DIVIDENDS PER COMMON
     SHARE                           0.700                            0.700




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

     OPERATING REVENUES
       Voice                                       (7.8%)        (8.8%)
       Data                                          6.3%          5.9%
       Network access                             (17.3%)       (17.3%)
       Other                                       (7.8%)        (7.8%)
                                                   (5.9%)        (6.4%)

     OPERATING EXPENSES
       Cost of services and products               (0.1%)        (2.8%)
       Selling, general and administrative        (18.0%)        (7.3%)
       Depreciation and amortization                 2.3%          2.3%
                                                   (4.1%)        (2.4%)

     OPERATING INCOME                             (10.0%)       (14.9%)

     OTHER INCOME (EXPENSE)
       Interest expense                            (0.5%)        (8.1%)
       Other income (expense)                    (107.7%)       (43.1%)
       Income tax expense                           14.9%       (15.1%)

     INCOME BEFORE NONCONTROLLING
      INTERESTS AND EXTRAORDINARY ITEM             (1.1%)       (19.0%)
      Noncontrolling interests                    (32.9%)       (32.9%)
     NET INCOME BEFORE EXTRAORDINARY ITEM          (1.0%)       (19.0%)
      Extraordinary item                               -             -
     NET INCOME ATTRIBUTABLE TO CENTURYLINK,
      INC.                                         (2.2%)       (19.0%)

     BASIC EARNINGS PER SHARE
       Income before extraordinary item            (2.6%)       (20.8%)
       Extraordinary item                              -             -
       Basic earnings per share                    (3.9%)       (20.8%)

     DILUTED EARNINGS PER SHARE
       Income before extraordinary item            (2.6%)       (20.0%)
       Extraordinary item                              -             -
       Diluted earnings per share                  (3.9%)       (20.0%)

     AVERAGE SHARES OUTSTANDING
       Basic                                         1.2%          1.2%
       Diluted                                       1.3%          1.3%

    DIVIDENDS PER COMMON SHARE                       3.6%          3.6%


    NONRECURRING ITEMS
     (1) -Includes integration and severance related costs associated
     with our acquisition of Embarq ($27.2 million) and transaction and
     other costs associated with our pending acquisition of Qwest ($7.1
     million). These increases were partially offset by a $20.9 million
     curtailment gain associated with freezing certain future benefit
     accruals related to our defined benefit pension plans.
     (2) -Income tax benefit of Item (1) and a net $3.7 million income
     tax benefit due to an increase in the net deferred tax asset related
     to state net operating loss carryforwards and other tax adjustments.
     (3) -Pursuant to business combination accounting rules, certain
     deferred revenues and costs we assumed in our Embarq acquisition
     were assigned no fair value and have been eliminated from the
     balance sheet.  The above adjustment represents the revenues (and an
     equivalent amount of costs) that were eliminated in our fourth
     quarter results that are attributable to the third quarter of 2009.
     (4) - Includes integration costs associated with our acquisition of
     Embarq ($31.9 million); costs associated with a legal settlement
     ($8.0 million); accelerated recognition of share-based compensation
     and pension expense ($5.5 million) and severance and related costs
     due to workforce reductions ($1.5 million).  Such increases were
     partially offset by the $10.4 million of costs eliminated in our
     fourth quarter results that were attributable to the third quarter
     of 2009 (as described in (3) above).
     (5) - Impact of debt extinguishments.
     (6) -Income tax effect of Items (3) through (5).  Also includes a
     $15.7 million benefit due to the recognition of previously
     unrecognized tax benefits and other tax adjustments and a $5.0
     million charge related to an adjustment to existing legacy
     CenturyLink deferred income tax liabilities due to apportionment
     factor changes as a result of the Embarq acquisition.
     (7) -Adjust tax effect of extraordinary gain recognized in third
     quarter 2009 related to the discontinuance of regulatory accounting.



                    CenturyLink, Inc.
            CONSOLIDATED STATEMENTS OF INCOME
     TWELVE MONTHS ENDED DECEMBER 31, 2010 AND 2009
                       (UNAUDITED)


                              Twelve months ended December 31, 2010
                              -------------------------------------
                                                              As adjusted
                                               Less           excluding
                                               non-              non-
                                   As       recurring         recurring
     In thousands, except
      per share amounts         reported      items              items
                                --------      -----              -----

     OPERATING REVENUES
       Voice                    $3,137,921                      3,137,921
       Data                      1,908,901                      1,908,901
       Network access            1,079,678                      1,079,678
       Other                       915,034                        915,034
                                 7,041,534           -          7,041,534
                                 ---------         ---          ---------

     OPERATING EXPENSES
       Cost of services and
        products                 2,410,048      44,380   (1)    2,365,668
       Selling, general and
        administrative           1,137,989      78,683   (1)    1,059,306
       Depreciation and
        amortization             1,433,553                      1,433,553
                                 4,981,590     123,063          4,858,527
                                 ---------     -------          ---------

     OPERATING INCOME            2,059,944    (123,063)         2,183,007

     OTHER INCOME (EXPENSE)
       Interest expense           (557,478)                      (557,478)
       Other income (expense)       29,619                         29,619
       Income tax expense         (582,951)     42,494   (2)     (625,445)


     INCOME BEFORE
      NONCONTROLLING
      INTERESTS AND
       EXTRAORDINARY ITEM          949,134     (80,569)         1,029,703
      Noncontrolling
       interests                    (1,429)                        (1,429)
                                    ------                         ------
     NET INCOME BEFORE
      EXTRAORDINARY ITEM           947,705     (80,569)         1,028,274
      Extraordinary items,
       net of income tax
       expense and
        noncontrolling
         interests                       -                              -
                                       ---                            ---
     NET INCOME ATTRIBUTABLE
      TO CENTURYLINK, INC.        $947,705     (80,569)         1,028,274
                                  ========     =======          =========

     BASIC EARNINGS PER
      SHARE
       Income before
        extraordinary item           $3.13       (0.27)              3.40
       Extraordinary item     $          -           -                  -
       Basic earnings per
        share                        $3.13       (0.27)              3.40

     DILUTED EARNINGS PER
      SHARE
       Income before
        extraordinary item           $3.13       (0.27)              3.39
       Extraordinary item     $          -           -                  -
       Diluted earnings per
        share                        $3.13       (0.27)              3.39

     AVERAGE SHARES
      OUTSTANDING
       Basic                       300,619                        300,619
       Diluted                     301,297                        301,297

    DIVIDENDS PER COMMON
     SHARE                           $2.90                           2.90



                              Twelve months ended December 31, 2009
                              -------------------------------------
                                                             As adjusted
                                             Less              excluding
                                             non-                non-
                                 As       recurring            recurring
     In thousands, except
      per share amounts       reported      items                items
                              --------      -----                -----

     OPERATING REVENUES
       Voice                   2,168,480                        2,168,480
       Data                    1,202,284                        1,202,284
       Network access            927,905       1,028    (3)       926,877
       Other                     675,570                          675,570
                               4,974,239       1,028            4,973,211
                               ---------       -----            ---------

     OPERATING EXPENSES
       Cost of services and
        products               1,752,087       5,704    (4)     1,746,383
       Selling, general and
        administrative         1,014,341     270,030    (4)       744,311
       Depreciation and
        amortization             974,710                          974,710
                               3,741,138     275,734            3,465,404
                               ---------     -------            ---------

     OPERATING INCOME          1,233,101    (274,706)           1,507,807

     OTHER INCOME (EXPENSE)
       Interest expense         (370,414)     15,719    (5)      (386,133)
       Other income (expense)    (48,175)    (78,368)   (6)        30,193
       Income tax expense       (301,881)    127,673    (7)      (429,554)


     INCOME BEFORE
      NONCONTROLLING
      INTERESTS AND
       EXTRAORDINARY ITEM        512,631    (209,682)             722,313
      Noncontrolling
       interests                  (1,377)                          (1,377)
                                  ------                           ------
     NET INCOME BEFORE
      EXTRAORDINARY ITEM         511,254    (209,682)             720,936
      Extraordinary items,
       net of income tax
       expense and
        noncontrolling
         interests               135,957     135,957    (8)             -
                                 -------     -------                  ---
     NET INCOME ATTRIBUTABLE
      TO CENTURYLINK, INC.       647,211     (73,725)             720,936
                                 =======     =======              =======

     BASIC EARNINGS PER
      SHARE
       Income before
        extraordinary item          2.55       (1.05)                3.60
       Extraordinary item           0.68        0.68                    -
       Basic earnings per
        share                       3.23       (0.37)                3.60

     DILUTED EARNINGS PER
      SHARE
       Income before
        extraordinary item          2.55       (1.05)                3.60
       Extraordinary item           0.68        0.68                    -
       Diluted earnings per
        share                       3.23       (0.37)                3.60

     AVERAGE SHARES
      OUTSTANDING
       Basic                     198,813                          198,813
       Diluted                   199,057                          199,057

    DIVIDENDS PER COMMON
     SHARE                          2.80                             2.80




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

     OPERATING REVENUES
       Voice                                        44.7%              44.7%
       Data                                         58.8%              58.8%
       Network access                               16.4%              16.5%
       Other                                        35.4%              35.4%
                                                    41.6%              41.6%

     OPERATING EXPENSES
       Cost of services and products                37.6%              35.5%
       Selling, general and administrative          12.2%              42.3%
       Depreciation and amortization                47.1%              47.1%
                                                    33.2%              40.2%

     OPERATING INCOME                               67.1%              44.8%

     OTHER INCOME (EXPENSE)
       Interest expense                             50.5%              44.4%
       Other income (expense)                    (161.5%)             (1.9%)
       Income tax expense                           93.1%              45.6%

     INCOME BEFORE NONCONTROLLING
      INTERESTS AND EXTRAORDINARY ITEM              85.1%              42.6%
      Noncontrolling interests                       3.8%               3.8%
     NET INCOME BEFORE EXTRAORDINARY ITEM           85.4%              42.6%
      Extraordinary items, net of income
       tax expense and
        noncontrolling interests                       -                  -
     NET INCOME ATTRIBUTABLE TO
      CENTURYLINK, INC.                             46.4%              42.6%

     BASIC EARNINGS PER SHARE
       Income before extraordinary item             22.7%             (5.6%)
       Extraordinary item                              -                  -
       Basic earnings per share                    (3.1%)             (5.6%)

     DILUTED EARNINGS PER SHARE
       Income before extraordinary item             22.7%             (5.8%)
       Extraordinary item                              -                  -
       Diluted earnings per share                  (3.1%)             (5.8%)

     AVERAGE SHARES OUTSTANDING
       Basic                                        51.2%              51.2%
       Diluted                                      51.4%              51.4%

    DIVIDENDS PER COMMON SHARE                       3.6%               3.6%


    NONRECURRING ITEMS
     (1) -Includes integration costs associated with our acquisition of
     Embarq ($91.5 million); severance and related costs due to workforce
     reductions ($30.2 million) and transaction and other costs
     associated with our pending acquisition of Qwest ($22.3 million).
     Such increases were partially offset by a $20.9 million curtailment
     gain associated with freezing certain future benefit accruals
     related to our defined benefit pension plans.
     (2) - Includes income tax benefit of Item (1) and a net $3.7 million
     income tax benefit due to an increase in the net deferred tax asset
     related to state net operating loss carryforwards and other tax
     adjustments.  Such amounts were partially offset by a $4.0 million
     one-time charge to income tax expense as a result of a change in
     the tax treatment of Medicare subsidy receipts.
     (3) -Revenue impact of settlement loss related to Supplemental
     Executive Retirement Plan.
     (4) - Includes the following costs associated with our acquisition
     of Embarq: (i) integration and transaction costs ($133.5 million);
     (ii) severance, retention and contractual early retirement benefits
     related to workforce reductions ($98.9 million); (iii)  accelerated
     recognition of share-based compensation expense ($21.3 million) and
     (iv) settlement expense related to a supplemental executive
     retirement plan ($10.1 million).  Also includes (i) curtailment
     expense related to a supplemental executive retirement plan ($7.7
     million);  (ii) costs associated with legal settlements ($11.1
     million) and (iii) a $6.9 million expense reduction from the
     favorable resolution of certain transaction tax audit issues.
     (5) -Includes impact of debt extinguishments ($11.1 million) and
     favorable resolution of transaction tax audit issues ($4.6 million).
     (6) -Includes impact of debt extinguishments ($72.0 million) and
     costs associated with terminating our $800 million bridge credit
     facility related to the Embarq acquisition ($8.0 million),  net of
     favorable resolution of transaction tax audit issues ($1.6 million).
     (7) -Income tax effect of Items (3) through (6).  Also includes a
     $15.7 million benefit due to the recognition of previously
     unrecognized tax benefits and other tax adjustments; a $5.8 million
     income tax benefit caused by a reduction to our deferred tax
     valuation allowance; net of $6.7 million income tax expense due to
     the nondeductible portion of settlement payments related to a
     supplemental pension plan and $5.0 million of additional tax expense
     to adjust legacy CenturyLink's existing deferred income tax
     liabilities due to apportionment factor changes as a result of the
     Embarq acquisition.
     (8) -Extraordinary gain upon the discontinuance of regulatory
     accounting, net of income tax expense and noncontrolling interests.



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



                                           December 31,        December 31,
                                                    2010                2009
                                                    ----                ----
                                                     (in thousands)
      ASSETS
    CURRENT ASSETS
      Cash and cash equivalents                 $172,943             161,807
      Other current assets                       970,186             961,784
         Total current assets                  1,143,129           1,123,591
                                               ---------           ---------

    NET PROPERTY, PLANT AND
     EQUIPMENT
      Property, plant and equipment           16,329,244          15,556,763
      Accumulated depreciation                (7,574,768)         (6,459,624)
         Net property, plant and
          equipment                            8,754,476           9,097,139
                                               ---------           ---------

    GOODWILL AND OTHER ASSETS
      Goodwill                                10,260,640          10,251,758
      Other                                    1,879,853           2,090,241
          Total goodwill and other
           assets                             12,140,493          12,341,999
                                              ----------          ----------


    TOTAL ASSETS                             $22,038,098          22,562,729
                                             ===========          ==========


      LIABILITIES AND EQUITY
    CURRENT LIABILITIES
      Current maturities of long-
       term debt                                 $11,583             500,065
      Other current liabilities                  999,459           1,207,130
          Total current liabilities            1,011,042           1,707,195

    LONG-TERM DEBT                             7,316,004           7,253,653
    DEFERRED CREDITS AND OTHER
     LIABILITIES                               4,063,893           4,135,082
    STOCKHOLDERS' EQUITY                       9,647,159           9,466,799
                                               ---------           ---------

    TOTAL LIABILITIES AND EQUITY             $22,038,098          22,562,729
                                             ===========          ==========



                                         CenturyLink, Inc.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                           TWELVE MONTHS ENDED DECEMBER 31, 2010 AND 2009
                                             (UNAUDITED)


                                               Twelve Months   Twelve Months
                                                    Ended           Ended
                                                December 31,    December 31,
     In thousands                                    2010            2009
                                                ------------    ------------

     OPERATING ACTIVITIES
       Net income                                    $949,134         648,588
       Adjustments to reconcile net income
        to net
         cash provided by operating
          activities:
           Depreciation and amortization            1,433,553         974,710
           Extraordinary item                               -        (135,957)
           Deferred income taxes                      131,768         153,950
           Share-based compensation                    38,168          55,153
           Income from unconsolidated cellular
            entity                                    (16,369)        (19,087)
           Distributions from unconsolidated
            cellular entity                            16,029          20,100
           Changes in current assets and
            current liabilities, net                 (211,638)        (84,680)
           Retirement benefits                       (271,308)        (82,114)
           Excess tax benefits from share-
            based compensation                        (11,884)         (4,194)
           Increase in other noncurrent assets        (22,980)         (2,347)
           Increase in other noncurrent
            liabilities                                10,231          41,649
           Other, net                                       -           7,944
                                                          ---           -----
             Net cash provided by operating
              activities                            2,044,704       1,573,715
                                                    ---------       ---------

     INVESTING ACTIVITIES
       Payments for property, plant and
        equipment                                    (863,769)       (754,544)
       Cash acquired from Embarq
        acquisition                                         -          76,906
       Other, net                                       4,716          (1,206)
                                                        -----          ------
           Net cash used in investing
            activities                               (859,053)       (678,844)
                                                     --------        --------

     FINANCING ACTIVITIES
       Payments of debt                              (499,931)     (1,097,064)
       Net proceeds from issuance of long-
        term debt                                      73,800         644,423
       Proceeds from issuance of common
        stock                                         130,260          56,823
       Repurchase of common stock                     (16,515)        (15,563)
       Cash dividends                                (878,005)       (560,697)
       Excess tax benefits from share-
        based compensation                             11,884           4,194
       Other, net                                       3,992          (8,507)
                                                        -----          ------
             Net cash used in financing
              activities                           (1,174,515)       (976,391)
                                                   ----------        --------

     Net increase (decrease) in cash and
      cash equivalents                                 11,136         (81,520)
     Cash and cash equivalents at
      beginning of period                             161,807         243,327
                                                      -------         -------

     Cash and cash equivalents at end of
      period                                         $172,943         161,807
                                                     ========         =======



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


                           Three months ended December 31, 2010
                           ------------------------------------
                                                         As adjusted
                                          Less            excluding
                                          non-               non-
     In thousands              As      recurring          recurring
                            reported     items              items
                            --------     -----              -----
     Operating cash flow
      and cash flow
      margin
       Operating income      $486,371     (13,374)  (1)      499,745
       Add:  Depreciation
        and amortization      364,573           -            364,573
                              -------         ---            -------
       Operating cash flow   $850,944     (13,374)           864,318
                             ========     =======            =======

       Revenues            $1,721,977           -          1,721,977
                           ==========         ===          =========

       Operating income
        margin (operating
        income divided by
        revenues)                28.2%                          29.0%
                                 ====                           ====

       Operating cash flow
        margin (operating
        cash flow divided
        by revenues)             49.4%                          50.2%
                                 ====                           ====


     Free cash flow
      (prior to debt
      service
      requirements and
      dividends)
       Net income            $225,166      (7,121)  (2)      232,287
       Add:  Depreciation
        and amortization      364,573           -            364,573
       Less:  Capital
        expenditures         (263,990)          -           (263,990) (6)
                             --------         ---           --------
       Free cash flow        $325,749      (7,121)           332,870
                             ========      ======            =======

       Free cash flow        $325,749
       Deferred income
        taxes                 112,893
       Changes in current
        assets and current
        liabilities          (133,242)
       Increase in other
        noncurrent assets      (5,532)
       Increase in other
        noncurrent
        liabilities             4,977
       Retirement benefits     (9,957)
       Excess tax benefits
        from share-based
        compensation           (5,858)
       Other, net              10,225
       Add:  Capital
        expenditures          263,990
                              -------
       Net cash provided
        by operating
        activities           $563,245
                             ========



                               Three months ended December 31, 2009
                               ------------------------------------
                                                             As adjusted
                                             Less             excluding
                                             non-                non-
     In thousands                 As      recurring           recurring
                               reported     items               items
                               --------     -----               -----
     Operating cash flow and
      cash flow margin
       Operating income          540,338     (46,870)   (3)      587,208
       Add:  Depreciation and
        amortization             356,384           -             356,384
                                 -------         ---             -------
       Operating cash flow       896,722     (46,870)            943,592
                                 =======     =======             =======

       Revenues                1,829,060     (10,364)   (4)    1,839,424
                               =========     =======           =========

       Operating income margin
        (operating income
        divided by revenues)        29.5%                           31.9%
                                    ====                            ====

       Operating cash flow
        margin (operating cash
        flow divided by
        revenues)                   49.0%                           51.3%
                                    ====                            ====


     Free cash flow (prior
      to debt service
      requirements and
      dividends)
       Net income                227,436     (59,252)   (5)      286,688
       Add:  Depreciation and
        amortization             356,384           -             356,384
       Less:  Capital
        expenditures            (337,417)          -            (337,417)
                                --------         ---            --------
       Free cash flow            246,403     (59,252)            305,655
                                 =======     =======             =======

       Free cash flow            246,403
       Deferred income taxes     115,713
       Changes in current
        assets and current
        liabilities             (173,223)
       Increase in other
        noncurrent assets         (1,800)
       Increase in other
        noncurrent liabilities    54,143
       Retirement benefits        18,186
       Excess tax benefits
        from share-based
        compensation              (3,089)
       Other, net                 18,205
       Add:  Capital
        expenditures             337,417
                                 -------
       Net cash provided by
        operating activities     611,955
                                 =======


    NONRECURRING ITEMS
     (1) -Includes integration and severance related costs associated
     with our acquisition of Embarq ($27.2 million) and transaction and
     other costs associated with our pending acquisition of Qwest ($7.1
     million). These increases were partially offset by a $20.9 million
     curtailment gain associated with freezing certain future benefit
     accruals related to our defined benefit pension plans.
     (2) - After-tax impact of Item (1) and a net $3.7 million income
     tax benefit due to an increase in the net deferred tax asset related
     to state net operating loss carryforwards and other tax adjustments.
     (3) - Includes integration costs associated with our acquisition of
     Embarq ($31.9 million); costs associated with a legal settlement
     ($8.0 million); accelerated recognition of share-based compensation
     and pension expense ($5.5 million); and severance and related costs
     due to workforce reduction ($1.5 million).
     (4) -Revenues eliminated in fourth quarter 2009 attributable to the
     third quarter of 2009 pursuant to business combination accounting
     rules related to deferred revenues.
     (5) - Includes the unfavorable after-tax impact of items (3) and
     (4) ($29.2 million) and the after-tax charge associated with debt
     extinguishments ($37.8 million).  Also includes a net income tax
     benefit of $7.8 million due to the recognition of previously
     unrecognized tax benefits and an adjustment to existing deferred
     income tax liabilities due to apportionment factors changes as a
     result of the Embarq acquisition and other tax-related adjustments.
     (6) -Includes $9.1 million in fourth quarter 2010 and $28.1 million
     in fourth quarter 2009 of capital expenditures related to the
     integration of Embarq.  Excluding these costs,  free cash flow was
     $342.0 million for fourth quarter 2010 and $333.7 million for fourth
     quarter 2009.



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


                           Twelve months ended December 31, 2010
                           -------------------------------------
                                                          As adjusted
                                          Less            excluding
                                          non-               non-
     In thousands              As      recurring          recurring
                            reported      items              items
                            --------      -----              -----
     Operating cash flow
      and cash flow
      margin
       Operating income    $2,059,944    (123,063)   (1)    2,183,007
       Add:  Depreciation
        and amortization    1,433,553           -           1,433,553
       Operating cash flow $3,493,497    (123,063)          3,616,560
                           ==========    ========           =========

       Revenues            $7,041,534           -           7,041,534
                           ==========         ===           =========

       Operating income
        margin (operating
        income divided by
        revenues)                29.3%                           31.0%
                                 ====                            ====

       Operating cash flow
        margin (operating
        cash flow divided
        by revenues)             49.6%                           51.4%
                                 ====                            ====


     Free cash flow
      (prior to debt
      service
      requirements and
      dividends)
       Net income before
        extraordinary item   $947,705     (80,569)   (2)    1,028,274
       Add:  Depreciation
        and amortization    1,433,553           -           1,433,553
       Less:  Capital
        expenditures         (863,769)          -            (863,769) (6)
                           $1,517,489     (80,569)          1,598,058
                           ==========     =======           =========

       Free cash flow      $1,517,489
       Deferred income
        taxes                 131,768
       Changes in current
        assets and current
        liabilities          (211,638)
       Increase in other
        noncurrent assets     (22,980)
       Increase in other
        noncurrent
        liabilities            10,231
       Retirement benefits   (271,308)
       Excess tax benefits
        from share-based
        compensation          (11,884)
       Other, net              39,257
       Add:  Capital
        expenditures          863,769
       Net cash provided
        by operating
        activities         $2,044,704
                           ==========



                               Twelve months ended December 31, 2009
                               -------------------------------------
                                                              As adjusted
                                             Less             excluding
                                             non-                non-
     In thousands                 As      recurring           recurring
                               reported      items               items
                               --------      -----               -----
     Operating cash flow and
      cash flow margin
       Operating income        1,233,101    (274,706)    (3)    1,507,807
       Add:  Depreciation and
        amortization             974,710           -              974,710
                                 -------         ---              -------
       Operating cash flow     2,207,811    (274,706)           2,482,517
                               =========    ========            =========

       Revenues                4,974,239       1,028     (4)    4,973,211
                               =========       =====            =========

       Operating income margin
        (operating income
        divided by revenues)        24.8%                            30.3%
                                    ====                             ====

       Operating cash flow
        margin (operating cash
        flow divided by
        revenues)                   44.4%                            49.9%
                                    ====                             ====


     Free cash flow (prior
      to debt service
      requirements and
      dividends)
       Net income before
        extraordinary item       511,254    (209,682)    (5)      720,936
       Add:  Depreciation and
        amortization             974,710           -              974,710
       Less:  Capital
        expenditures            (754,544)          -             (754,544)
                                --------         ---             --------
                                 731,420    (209,682)             941,102
                                 =======    ========              =======

       Free cash flow            731,420
       Deferred income taxes     153,950
       Changes in current
        assets and current
        liabilities              (84,680)
       Increase in other
        noncurrent assets         (2,347)
       Increase in other
        noncurrent liabilities    41,649
       Retirement benefits       (82,114)
       Excess tax benefits
        from share-based
        compensation              (4,194)
       Other, net                 65,487
       Add:  Capital
        expenditures             754,544
                                 -------
       Net cash provided by
        operating activities   1,573,715
                               =========


    NONRECURRING ITEMS
     (1) -Includes integration costs associated with our acquisition of
     Embarq ($91.5 million); severance and related costs due to workforce
     reductions ($30.2 million) and transaction and other costs
     associated with our pending acquisition of Qwest ($22.3 million).
     Such increases were partially offset by a $20.9 million curtailment
     gain associated with freezing certain future benefit accruals
     related to our defined benefit pension plans.
     (2) - Includes after-tax impact of Item (1) and a net $3.7 million
     income tax benefit due to an increase in the net deferred tax asset
     related to state net operating loss carryforwards and other tax
     adjustments.  Such amounts were partially offset by a $4.0 million
     one-time charge to income tax expense as a result of a change in
     the tax treatment of Medicare subsidy receipts.
     (3) - Includes the following costs associated with our acquisition
     of Embarq: (i) integration and transaction costs ($133.5 million);
     (ii) severance, retention and contractual early retirement benefits
     related to workforce reductions ($98.9 million); (iii)  accelerated
     recognition of share-based compensation expense ($21.3 million) and
     (iv) settlement expense related to a supplemental pension plan
     ($10.1 million).  Also includes (i) curtailment expense, net of
     revenue impact, related to a supplemental pension plan ($6.7
     million); (ii) costs associated with a legal settlement ($11.1
     million) and (iii) a $6.9 million expense reduction from the
     favorable resolution of certain transaction tax audit issues.
     (4) -Revenue impact of curtailment loss related to Supplemental
     Executive Retirement Plan.
     (5) - Includes (i) the unfavorable after-tax impact of Items (1)
     and (2) ($178.3 million); (ii) the after-tax charge associated with
     debt extinguishment ($38.3 million); (iii) the after-tax charge
     associated with our $800 million bridge credit facility ($5.0
     million); and (iv) $6.6 million income tax expense due to the
     nondeductible portion of settlement payments related to a
     supplemental pension plan.  Such items were partially offset by (i)
     a net $10.7 million tax benefit related to the recognition of
     previously unrecognized tax benefits and the adjustment to our
     existing deferred income tax liabilities due to apportionment factor
     changes as a result of the Embarq acquisition; (ii) a $5.8 million
     reduction to our deferred tax asset valuation allowance; and  (iii)
     the after-tax favorable resolution of transaction tax audit issues
     ($2.1 million).
     (6) -Includes $29.0 million in 2010 and $75.1 million in 2009 of
     capital expenditures related to the integration of Embarq.
     Excluding these costs, free cash flow was $1.627 billion for the
     twelve months ended December 31, 2010 and $1.016 billion for the
     twelve months ended December 31, 2009.

SOURCE CenturyLink, Inc.