CenturyLink and Qwest MergerUpdate

Presented to: Colorado 911 Summit

Jeremy FerkinCenturyLink General Manager

November 19, 2010

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Transformational transaction announced April 22nd will create a nationwide, industry-leading communications company

• Extensive broadband footprint and capabilities• 180,000-mile fiber network• Enhanced ability to competitively roll out strategic products such as IPTV and other high-bandwidth services

• Strong financially sound company• Strong competitor in enterprise markets • Strong local and national operator serving 5 million broadband customers and 17 million access lines across 37 states

Key Transaction Attributes

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Transaction Summary

Transaction Structure: All stock combination

Fixed Exchange Ratio: 0.1664 shares of CenturyLink stock per share of Qwest stock

Pro Forma Ownership:

50.5% CenturyLink shareholders / 49.5% Qwest shareholders

Enterprise Value: $22.4 billion

Financing: No new financing or refinancing required

Closing Conditions: HSR, FCC, certain state regulatory approvals; CenturyLink and Qwest shareholder approvals; and other customary closing conditions

2.4x (before synergies) / 2.2x (after run-rate synergies)

Pro Forma 2009

Net Leverage:

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Management Team

Experienced management team with strong integration

track record:• Chairman of the Board: William A. Owens

• Chief Executive Officer & President: Glen F. Post III

• Chief Financial Officer: R. Stewart Ewing Jr.

• Chief Operating Officer: Karen A. Puckett

• President of Business Markets Group: Christopher K. Ancell

• Board Members: 4 members from the current Qwest Board, including Edward A. Mueller, Qwest’s Chairman and Chief Executive Officer to be added to CenturyLink Board

Local Operating Model / Premier Nationwide Network

CenturyLink CLEC Service Area

Qwest Points of PresenceCenturyLink IP / MPLS Core

CenturyLink Fiber Network

QwestCenturyLink

Qwest Fiber Network

Qwest Wireline ExchangesCenturyLInk Core FiberQwest IXC Route

COLORADO CenturyLink and Qwest Operations

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CTL Q TotalEmployees 130 7,900 8,0302009 Annual Payroll $10.7m $736m $747mTotal Investment $476m $8,581m $9,057mAccess Lines 76,900 1,650,000 1,726,900Access Lines, DSL-Enabled 80% 90%

All Statistics as of 12/31/2009

Status of Merger Activity

• Shareholders of both companies approved transaction August 24, 2010• On July 15, 2010, Dept of Justice terminated early the applicable

waiting period under the Hart-Scott-Rodino act. • FCC proceedings underway• 13 jurisdictions have approved

- 12 states and District of Columbia- Iowa first Qwest ILEC state to approve

• Other states with proceedings underway:- Hearings held in MN, NE, UT, CO- Scheduled/in process in AZ, OR, WA, MT, - Several Q ILEC states where no state regulatory proceeding required:

– ID, NM, WY, ND, SD

• Colorado hearings held last week- Settlements with Staff, Integra, 360, CWA and DOD - Staff settlement included 911 provisions regarding Next Gen planning, a commitment to

stay involved with the 911 Task Force, strengthening contingency plans and evaluating redundancy issues statewide.

CenturyLink and 911 CenturyLink is a full service 911 Service Provider, with over 20 years of experience in the

industry

CenturyLInk is an integrator of public safety solutions using a variety of best of breed vendors serving the Public Safety industry

• Network• Equipment• Maintenance

CenturyLink representatives serve on:• 911 Wireless Boards• NENA Boards/Committees• Governor’s 911 Boards

CenturyLink has Public Safety Experts in:• Technical engineering design and pricing quotes • Development of Technical Scopes Of Work • Network, Database, and Project Management

CenturyLink is an Experienced 911 Provider

• Currently offers a single provider, integrated solution of Network, CPE, Professional Services and Data Base services

• Currently maintains 40-45 TDM based Selective Routers deployed in 33 markets in a regional topology

• Currently deploying our IP-Capable Routers in Florida

• Currently a 911 ALI Database provider in a many of our local service territories, managing over 7 million records on a daily basis. CenturyLink maintains two geographically diverse and redundant ALI databases. • Currently serving over 700 PSAPs across its 33 states.

CenturyLink provides best-in-class Public Safety Data and Voice communication solutions.

911 Focus of CenturyLink

Continue Implementation of an NG911 IP-Routing Topology • Continue the build-out of our own IP-Routing network• Continue to partner with a third-party IP-Routing provider when applicable

Evolution of CenturyLink’s 911 Database

• Continue to evolve our own National ALI Database to fit into a NG911 environment

Turn-Key 911 Equipment Provider

• Continue to maintain a robust list of Equipment providers for ANI/ALI Controllers, Controllers, Consoles, Mapping Software, Record Management Systems, NetClocks, Recorders, Mobility, & Surveillance

Network Provider

• Continue to expand MPLS transport solutions for IP network connectivity• Continue to provide TDM transport solutions during the evolution to a NG911

network

CTL MPLS Network

CTL NG911 RouterCAMA, SS7 & IP

CTL 911 Location DBJohnson City

CTL 911 Location DBBristol

PSAP “B”NON IP EnabledCAMA Trunking

PSAP “A”IP Enabled

MPLS Transport

Gateway to Another Network or

another PSAP

Customer Router

Firewall

Central Office Switch

Central Office Switch

VoIP SwitchVPC

Mobile Switch MSC

Gateway only usedIf PSAP needs

conversion from SIP to CAMA

CSU/DSU

IP Based Network Topology

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Customer Benefits of Merger

1. Customer Focus: Creates a local go-to-market focus bringing decisions closer to the needs of local customers and communities with the experience and resources of a national company

2. Expanded and Enhanced Consumer Offerings: Increases the likelihood of faster, broader broadband service deployment enabling terrestrial based video competition via IPTV

3. Increased Capabilities: Creates a stronger data/voice and long-haul competitor to the long haul efforts of the two largest integrated communications companies

4. Financial Strength and Flexibility: The combined company’s sound capital structure will support its ability to take advantage of opportunities that may arise, while continuing to invest in its businessl

5. Experienced leadership team with strong integration track record.

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In Summary

This transaction is a win for customers, communities, and government:

• The merged company is better positioned to make investments that benefit customers in the form of broadband expansion and services, IPTV, Next Gen 911 and other innovative products.

• The communities we serve will benefit as our innovative services spur economic development and increased the successful use of technology.

• Businesses, government, healthcare and educational institutions will greatly benefit from the coast-to-coast reach of the new company’s telecom infrastructure

• 911 providers will see a company committed to providing quality service and competitive prices. CenturyLink’s commitment to the 911 community is that we will be partners as we integrate the two companies and we stand ready to be a quality service provider as we move into the Next Gen arena.

CenturyLink team members here with me today:

Scott McKenzie

Kevin Eckhoff

Edie Ortega

QUESTIONS?