MONROE, La., Nov. 5 /PRNewswire-FirstCall/ -- CenturyLink (CenturyTel, Inc., NYSE: CTL) announces operating results for third quarter 2009, which include the effect of the Embarq acquisition completed July 1, 2009.

  --  Added more than 43,500 high-speed Internet customers, reflecting a 52%
      increase compared to high-speed Internet customer growth of 28,600
      during pro forma second quarter 2009.
  --  Achieved 9% and 16% improvement in access line performance compared to
      pro forma second quarter 2009 and pro forma third quarter 2008 line
      losses, respectively.
  --  Made significant progress on the Embarq acquisition integration -
      successfully completed financial and human resource systems
      conversions and initial billing and customer care conversion, along
      with the launch of our new CenturyLink brand across all markets, in
      October.

  --  Generated free cash flow (as defined in the attached financial
      schedules), excluding nonrecurring items and $27.1 million of
      acquisition related capital expenditures, of $372.1 million in third
      quarter 2009.



    Third Quarter
     Highlights
    (Excluding                      Quarter Ended   Quarter Ended   % Change
     nonrecurring items              9/30/09 (1)       9/30/08
     reflected in the
     attached financial
     schedules)
    (In thousands,
     except per share
     amounts and
     subscriber data)

    Operating Revenues               $1,874,325        $650,073       188.3%
    Operating Cash Flow (2)            $929,811        $309,079       200.8%
    Net Income (3)                     $269,052         $82,760       225.1%
    Diluted Earnings Per
     Share                                 $.90            $.81        11.1%
    Average Diluted
     Shares Outstanding                 298,403         100,647       196.5%
    Capital Expenditures               $286,326 (4)     $70,606       305.5%

    Access Lines (5)                  7,185,000       2,068,000       247.4%
    High-Speed Internet
     Customers                        2,189,000         628,000       248.6%

  (1)  Quarter Ended 9/30/2009 includes the effect of the Embarq
       acquisition. For a comparison of these third quarter 2009 operating
       results against the pro forma operating results for second quarter
       2009, see the attached supplemental schedule.
  (2)  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.
  (3)  All references to net income contained in this release represent net
       income attributable to CenturyTel, Inc.
  (4)  Includes $27.1 million of capital expenditures related to the Embarq
       integration.
  (5)  Both periods reflect line count methodology adjustments to
       standardize legacy CenturyTel and Embarq line counts.


"CenturyLink achieved solid results in the third quarter reflecting the contribution of the Embarq acquisition to our operations," Glen F. Post, III, chief executive officer and president, said. "We completed the financial and human resource systems conversions, launched our new CenturyLink brand across all our markets in 33 states and completed our initial billing conversion in October. We are off to an excellent start with this strategic combination that we believe positions CenturyLink well to drive long-term shareholder value and to provide our customers expanded products and reliable services."

Operating revenues for third quarter 2009 were $1.874 billion compared to $650.1 million in third quarter 2008. This increase was primarily due to $1.299 billion of revenue contribution from the Embarq acquisition completed July 1, 2009. Additionally, revenue increases primarily driven by growth in high-speed Internet customers and favorable prior period revenue settlements were more than offset by revenue declines primarily due to the impact of access line losses and lower access revenues, along with the elimination of $53 million of revenues associated with the discontinuance of regulatory accounting for certain regulated operating entities during third quarter 2009.

Operating expenses, excluding nonrecurring items, increased 178.4% to $1.307 billion from $469.3 million in third quarter 2008, primarily due to $922 million of operating costs associated with the Embarq acquisition which more than offset the reduction in operating expenses associated with the discontinuance of regulatory accounting during third quarter 2009. Depreciation and amortization expense was approximately $34 million lower in third quarter 2009 compared to amounts previously forecast at the end of second quarter 2009 due to adjustments to reflect the preliminary assignment of fair value and depreciable life to Embarq's property and intangible assets. Such fair value assignment has not been finalized at this time.

Operating cash flow, excluding nonrecurring items, increased 200.8% to $929.8 million from $309.1 million in third quarter 2008, primarily due to the Embarq acquisition. For third quarter 2009, CenturyLink achieved an operating cash flow margin of 49.6% versus 47.5% in third quarter 2008.

"We successfully implemented our region operating model and launched an aggressive broadband strategy across all markets immediately following the close of the Embarq transaction," Post said. "These initiatives, along with our continued focus on owning the broadband position in our markets, resulted in the addition of more than 43,500 high-speed Internet customers during the quarter."

Net income, excluding nonrecurring items, was $269.1 million in third quarter 2009 compared to $82.8 million in third quarter 2008, primarily driven by the Embarq acquisition. Diluted earnings per share, excluding nonrecurring items, was $.90 for third quarter 2009, an 11.1% increase from the $.81 reported in third quarter 2008. This increase was primarily due to the higher net income as discussed above, partially offset by the 196.5% increase in average diluted shares outstanding as a result of our all-stock acquisition of Embarq.

For the first nine months of 2009, operating revenues, excluding nonrecurring items, increased 60.8% to $3.144 billion from $1.956 billion for the same period in 2008. Operating cash flow, excluding nonrecurring items, was $1.539 billion for the first nine months of 2009 compared to $946.5 million a year ago. Net income, excluding nonrecurring items, was $434.2 million in the first nine months of 2009 compared to $260.1 million during the same period in 2008. Diluted earnings per share, excluding nonrecurring items, was $2.60 during the first nine months of 2009 compared to $2.48 in the first nine months of 2008.

Under generally accepted accounting principles (GAAP), net income for third quarter 2009 was $280.8 million compared to $84.7 million for third quarter 2008 and, diluted earnings per share for third quarter 2009 was $.94 compared to $.83 for third quarter 2008. Third quarter 2009 net income and diluted earnings per share reflect after-tax costs associated with the Embarq acquisition of $127.5 million ($.43 per share) that were more than offset by a net after-tax benefit of $133.2 million ($.44 per share) attributable to the extraordinary gain recognized upon the discontinuance of regulatory accounting and an after-tax benefit of $6.1 million ($.02 per share) related to the favorable resolution of certain transaction tax audit issues. Third quarter 2008 net income and diluted earnings per share reflect a net after-tax benefit of $2.0 million ($.02 per share) from the sale of a non-core asset.

Net income under GAAP for the first nine months of 2009 was $417.0 million compared to $265.7 million for the first nine months of 2008 and, diluted earnings per share for the first nine months of 2009 was $2.50 compared to $2.53 for the first nine months of 2008. See the accompanying financial schedules for detail of the Company's nonrecurring items for the nine months ended September 30, 2009 and 2008.

Outlook. For fourth quarter 2009, CenturyLink expects total operating revenues of $1.81 to $1.85 billion and diluted earnings per share of $.84 to $.88. The Company has also increased and narrowed the range of anticipated full year 2009 diluted earnings per share guidance from a range of $3.20 to $3.30 to a range of $3.45 to $3.50.

Third quarter 2009 and fourth quarter 2009 diluted earnings per share each reflect an approximately $.07 per share favorable impact from lower depreciation expense than previously forecast at the end of second quarter 2009 due to adjustments to the preliminary assignment of fair value and depreciable life to Embarq's property and intangible assets. Such fair value assignment has not been finalized at this time. Depreciation and amortization may change significantly from amounts reported herein upon finalization of the purchase price allocation process, which we expect to occur during fourth quarter 2009.

In addition to synergies that CenturyLink expects to realize in 2010, the Company has identified the following items that can be expected to negatively impact 2010 results when compared to 2009. First, the Company expects Universal Service Fund receipts to decline. Secondly, a wireless carrier has notified CenturyLink of its intention to migrate a portion of its network traffic from the Company in 2010. The Company expects these items will negatively impact 2010 diluted earnings per share by $.12 to $.15. CenturyLink expects to provide full year 2010 earnings per share guidance in conjunction with its fourth quarter 2009 earnings release.

All outlook figures provided under this section are presented excluding nonrecurring merger integration costs, the potential impact of any future mergers, acquisitions or divestitures, or other nonrecurring events.

Integration Update. CenturyLink incurred $195.5 million of integration, transaction and other costs related to the Embarq acquisition during third quarter 2009. This amount was approximately $60 million higher than originally expected primarily due to earlier than anticipated recognition of severance costs and additional benefits costs recognized due to change of control provisions. The Company also incurred approximately $27.1 million of integration-related capital expenditures.

CenturyLink achieved approximately $14 million in operating cost synergies during third quarter 2009 and expects to realize additional incremental operating cost synergies of approximately $12 million in fourth quarter 2009.

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 866.206.5917. The call will be accessible for replay through November 11, 2009, by calling 888.266.2081 and entering the conference ID number 1401927. 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 November 25, 2009.

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 results or performance by CenturyLink 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 impact actual results of CenturyLink 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 the Federal Communication Commission's proposed rules regarding inter-carrier compensation and the Universal Service Fund described in our recent SEC reports); our ability to effectively adjust to changes in the communications industry; changes in our allocation of the Embarq purchase price after the date hereof; 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 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 $2.80 per common share dividend annually, which may be affected by changes in our cash requirements, capital spending plans, cash flows or financial position; unanticipated increases in our capital expenditures; our ability to successfully negotiate collective bargaining agreements on reasonable terms without work stoppages; the effects of adverse weather; other risks referenced from time to time in our filings with 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 or administrative costs, in general market, labor or economic conditions, or in legislation, regulation or public policy. These and other uncertainties related to the business and our plans are described in greater detail in Item 1A to our Form 10-K for the year ended December 31, 2008, 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 hereof. We undertake no obligation to update any of our forward-looking statements for any reason, whether as a result of new information, future events or otherwise.

CenturyLink is a leading provider of high-quality voice, broadband and video 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 expects to be listed in the Fortune 500 list of America's largest corporations. For more information on CenturyLink, visit www.centurylink.com.

                               CenturyTel, Inc.
                      CONSOLIDATED STATEMENTS OF INCOME
                THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
                                 (UNAUDITED)

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

    OPERATING REVENUES
      Voice                       $829,697                         829,697
      Network access               352,759                         352,759
      Data                         470,465                         470,465
      Fiber transport and
       CLEC                         43,685                          43,685
      Other                        177,719                         177,719
                                   -------            ---          -------
                                 1,874,325              -        1,874,325
                                 ---------            ---        ---------

    OPERATING EXPENSES
      Cost of services and
       products                    684,865          2,222 (1)      682,643
      Selling, general and
       administrative              448,275        186,404 (1)      261,871
      Depreciation and
       amortization                362,202                         362,202
                                   -------        -------          -------
                                 1,495,342        188,626        1,306,716
                                 ---------        -------        ---------

    OPERATING INCOME               378,983       (188,626)         567,609

    OTHER INCOME (EXPENSE)
      Interest expense            (140,422)         2,900 (2)     (143,322)
      Other income
       (expense)                     9,362                           9,362
      Income tax expense           (99,876)        64,309 (3)     (164,185)

    INCOME BEFORE NONCONTROLLING
     INTERESTS AND
     EXTRAORDINARY ITEM            148,047       (121,417)         269,464
      Noncontrolling interests        (412)                           (412)
                                      ----       --------             ----
    NET INCOME BEFORE
     EXTRAORDINARY ITEM            147,635       (121,417)         269,052
      Extraordinary items, net of
       income tax expense and
       noncontrolling interests    133,213        133,213 (4)            -
                                   -------        -------              ---
    NET INCOME ATTRIBUTABLE TO
     CENTURYTEL, INC.             $280,848         11,796          269,052
                                  ========         ======          =======


    BASIC EARNINGS PER SHARE
      Income before
       extraordinary item            $0.49          (0.41)            0.90
      Extraordinary item             $0.44           0.44                -
      Basic earnings per
       share                         $0.94           0.04             0.90

    DILUTED EARNINGS PER SHARE
      Income before
       extraordinary item            $0.49          (0.40)            0.90
      Extraordinary item             $0.44           0.44                -
      Diluted earnings per
       share                         $0.94           0.04             0.90

    AVERAGE SHARES OUTSTANDING
      Basic                        298,133                         298,133
      Diluted                      298,403                         298,403

  DIVIDENDS PER COMMON SHARE         $0.70                            0.70




                                 Three months ended September 30, 2008
                               -----------------------------------------
                                                               As adjusted
                                                   Less         excluding
                                                   non-            non-
    In thousands, except per       As           recurring       recurring
     share amounts              reported          items           items
                              ------------      ---------       ---------

    OPERATING REVENUES
      Voice                        218,253                        218,253
      Network access               205,385                        205,385
      Data                         132,631                        132,631
      Fiber transport and
       CLEC                         38,006                         38,006
      Other                         55,798                         55,798
                                    ------            ---          ------
                                   650,073              -         650,073
                                   -------            ---         -------

    OPERATING EXPENSES
      Cost of services and
       products                    242,243                        242,243
      Selling, general and
       administrative               98,751                         98,751
      Depreciation and
       amortization                128,352                        128,352
                                   -------            ---         -------
                                   469,346              -         469,346
                                   -------            ---         -------

    OPERATING INCOME               180,727              -         180,727

    OTHER INCOME (EXPENSE)
      Interest expense             (49,483)                       (49,483)
      Other income
       (expense)                     4,569          3,152 (5)       1,417
      Income tax expense           (50,624)        (1,179)(6)     (49,445)

    INCOME BEFORE NONCONTROLLING
     INTERESTS AND
     EXTRAORDINARY ITEM             85,189          1,973          83,216
      Noncontrolling interests        (456)                          (456)
                                      ----          -----            ----
    NET INCOME BEFORE
     EXTRAORDINARY ITEM             84,733          1,973          82,760
      Extraordinary items, net of
       income tax expense and
       noncontrolling interests          -                              -
                                       ---          -----             ---
    NET INCOME ATTRIBUTABLE TO
     CENTURYTEL, INC.               84,733          1,973          82,760
                                    ======          =====          ======


    BASIC EARNINGS PER SHARE
      Income before
       extraordinary item             0.83           0.02            0.81
      Extraordinary item                 -              -               -
      Basic earnings per
       share                          0.83           0.02            0.81

    DILUTED EARNINGS PER SHARE
      Income before
       extraordinary item             0.83           0.02            0.81
      Extraordinary item                 -              -               -
      Diluted earnings per
       share                          0.83           0.02            0.81

    AVERAGE SHARES OUTSTANDING
      Basic                        100,402                        100,402
      Diluted                      100,647                        100,647

  DIVIDENDS PER COMMON SHARE        1.3325                         1.3325





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

    OPERATING REVENUES
      Voice                             280.2%             280.2%
      Network access                     71.8%              71.8%
      Data                              254.7%             254.7%
      Fiber transport and
       CLEC                              14.9%              14.9%
      Other                             218.5%             218.5%
                                        188.3%             188.3%

    OPERATING EXPENSES
      Cost of services and
       products                         182.7%             181.8%
      Selling, general and
       administrative                   353.9%             165.2%
      Depreciation and
       amortization                     182.2%             182.2%
                                        218.6%             178.4%

    OPERATING INCOME                    109.7%             214.1%

    OTHER INCOME (EXPENSE)
      Interest expense                  183.8%             189.6%
      Other income
       (expense)                        104.9%             560.7%
      Income tax expense                 97.3%             232.1%

    INCOME BEFORE NONCONTROLLING
     INTERESTS AND
     EXTRAORDINARY ITEM                  73.8%             223.8%
      Noncontrolling interests           (9.6%)             (9.6%)
    NET INCOME BEFORE
     EXTRAORDINARY ITEM                  74.2%             225.1%
      Extraordinary items, net of
       income tax expense and
       noncontrolling interests             -                  -
    NET INCOME ATTRIBUTABLE TO
     CENTURYTEL, INC.                   231.5%             225.1%


    BASIC EARNINGS PER SHARE
      Income before
       extraordinary item               (41.0%)             11.1%
      Extraordinary item                    -                  -
      Basic earnings per
       share                             13.3%              11.1%

    DILUTED EARNINGS PER SHARE
      Income before
       extraordinary item               (41.0%)             11.1%
      Extraordinary item                    -                  -
      Diluted earnings per
       share                             13.3%              11.1%

    AVERAGE SHARES OUTSTANDING
      Basic                             196.9%             196.9%
      Diluted                           196.5%             196.5%

  DIVIDENDS PER COMMON SHARE            (47.5%)            (47.5%)



  NONRECURRING ITEMS
    (1) - Includes the following costs associated with our acquisition of
          Embarq: (i) severance, retention and contractual early termination
          benefits related to workforce reductions ($97.4 million); (ii)
          integration and transaction costs ($72.2 million); (iii)
          accelerated recognition of share-based compensation expense ($17.0
          million) and (iv) settlement expense related to a supplemental
          executive retirement plan ($8.9 million).  Also includes a $6.9
          million expense reduction from the favorable resolution of certain
          transaction tax audit issues.
    (2) - Favorable resolution of certain transaction tax audit issues.
    (3) - Tax effect of items (1) and (2).
    (4) - Extraordinary gain upon the discontinuance of regulatory
          accounting, net of income tax expense and noncontrolling
          interests.
    (5) - Gain on the sale of a non-core asset.
    (6) - Tax effect of item (5).



                              CenturyTel, Inc.
                      CONSOLIDATED STATEMENTS OF INCOME
                NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
                                 (UNAUDITED)

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

    OPERATING REVENUES
      Voice                    $1,247,218                       1,247,218
      Network access              735,969          1,028 (1)      734,941
      Data                        753,325                         753,325
      Fiber transport and
       CLEC                       126,947                         126,947
      Other                       281,720                         281,720
                                  -------          -----          -------
                                3,145,179          1,028        3,144,151
                                ---------          -----        ---------

    OPERATING EXPENSES
      Cost of services and
       products                 1,155,228          2,222 (2)    1,153,006
      Selling, general and
       administrative             678,862        226,642 (2)      452,220
      Depreciation and
       amortization               618,326                         618,326
                                  -------        -------          -------
                                2,452,416        228,864        2,223,552
                                ---------        -------        ---------

    OPERATING INCOME              692,763       (227,836)         920,599

    OTHER INCOME (EXPENSE)
      Interest expense           (237,391)         4,600 (3)     (241,991)
      Other income
       (expense)                   15,179         (6,400)(4)       21,579
      Income tax expense         (185,796)        79,206 (5)     (265,002)

    INCOME BEFORE NONCONTROLLING
     INTERESTS AND
     EXTRAORDINARY ITEM           284,755       (150,430)         435,185
      Noncontrolling interests       (936)                           (936)
                                     ----       --------             ----
    NET INCOME BEFORE
     EXTRAORDINARY ITEM           283,819       (150,430)         434,249
      Extraordinary items, net of
       income tax expense and
       noncontrolling interests   133,213        133,213 (6)            -
                                  -------        -------              ---
    NET INCOME ATTRIBUTABLE
     TO CENTURYTEL, INC.         $417,032        (17,217)         434,249
                                 ========        =======          =======


    BASIC EARNINGS PER SHARE
      Income before
       extraordinary item           $1.70          (0.90)            2.60
      Extraordinary item            $0.80           0.80                -
      Basic earnings per
       share                        $2.50          (0.10)            2.60

    DILUTED EARNINGS PER SHARE
      Income before
       extraordinary item           $1.70          (0.90)            2.60
      Extraordinary item            $0.80           0.80                -
      Diluted earnings per
       share                        $2.50          (0.10)            2.60

    AVERAGE SHARES OUTSTANDING
      Basic                       165,558                         165,558
      Diluted                     165,666                         165,666

  DIVIDENDS PER COMMON SHARE        $2.10                            2.10




                                 Nine months ended September 30, 2008
                               ----------------------------------------
                                                            As adjusted
                                                Less         excluding
                                                non-            non-
    In thousands, except per      As         recurring       recurring
     share amounts             reported        items           items
                             ------------    ---------       ---------

    OPERATING REVENUES
      Voice                       658,634                         658,634
      Network access              621,987          1,012 (7)      620,975
      Data                        390,463             21 (7)      390,442
      Fiber transport and
       CLEC                       120,805                         120,805
      Other                       164,904                         164,904
                                  -------          -----          -------
                                1,956,793          1,033        1,955,760
                                ---------          -----        ---------

    OPERATING EXPENSES
      Cost of services and
       products                   719,681                         719,681
      Selling, general and
       administrative             297,212          7,655 (7)      289,557
      Depreciation and
       amortization               394,990                         394,990
                                  -------          -----          -------
                                1,411,883          7,655        1,404,228
                                ---------          -----        ---------

    OPERATING INCOME              544,910         (6,622)         551,532

    OTHER INCOME (EXPENSE)
      Interest expense           (148,771)                       (148,771)
      Other income
       (expense)                   26,436         12,713 (8)       13,723
      Income tax expense         (155,916)          (524)(9)     (155,392)

    INCOME BEFORE NONCONTROLLING
     INTERESTS AND
     EXTRAORDINARY ITEM           266,659          5,567          261,092
      Noncontrolling interests       (999)                           (999)
                                     ----          -----             ----
    NET INCOME BEFORE
     EXTRAORDINARY ITEM           265,660          5,567          260,093
      Extraordinary items, net of
       income tax expense and
       noncontrolling interests         -                               -
                                      ---          -----              ---
    NET INCOME ATTRIBUTABLE
     TO CENTURYTEL, INC.          265,660          5,567          260,093
                                  =======          =====          =======


    BASIC EARNINGS PER SHARE
      Income before
       extraordinary item            2.54           0.05             2.49
      Extraordinary item                -              -                -
      Basic earnings per
       share                         2.54           0.05             2.49

    DILUTED EARNINGS PER SHARE
      Income before
       extraordinary item            2.53           0.05             2.48
      Extraordinary item                -              -                -
      Diluted earnings per
       share                         2.53           0.05             2.48

    AVERAGE SHARES OUTSTANDING
      Basic                       103,396                         103,396
      Diluted                     103,774                         103,774

  DIVIDENDS PER COMMON SHARE       1.4675                          1.4675





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

    OPERATING REVENUES
      Voice                             89.4%              89.4%
      Network access                    18.3%              18.4%
      Data                              92.9%              92.9%
      Fiber transport and
       CLEC                              5.1%               5.1%
      Other                             70.8%              70.8%
                                        60.7%              60.8%

    OPERATING EXPENSES
      Cost of services and
       products                         60.5%              60.2%
      Selling, general and
       administrative                  128.4%              56.2%
      Depreciation and
       amortization                     56.5%              56.5%
                                        73.7%              58.3%

    OPERATING INCOME                    27.1%              66.9%

    OTHER INCOME (EXPENSE)
      Interest expense                  59.6%              62.7%
      Other income
       (expense)                       (42.6%)             57.2%
      Income tax expense                19.2%              70.5%

    INCOME BEFORE NONCONTROLLING
     INTERESTS AND
     EXTRAORDINARY ITEM                  6.8%              66.7%
      Noncontrolling interests            (6.3%)             (6.3%)
    NET INCOME BEFORE
     EXTRAORDINARY ITEM                  6.8%              67.0%
      Extraordinary items, net of
       income tax expense and
       noncontrolling interests            -                  -
    NET INCOME ATTRIBUTABLE
     TO CENTURYTEL, INC.                57.0%              67.0%


    BASIC EARNINGS PER SHARE
      Income before
       extraordinary item              (33.1%)              4.4%
      Extraordinary item                   -                  -
      Basic earnings per
       share                            (1.6%)              4.4%

    DILUTED EARNINGS PER SHARE
      Income before
       extraordinary item              (32.8%)              4.8%
      Extraordinary item                   -                  -
      Diluted earnings per
       share                            (1.2%)              4.8%

    AVERAGE SHARES OUTSTANDING
      Basic                             60.1%              60.1%
      Diluted                           59.6%              59.6%

  DIVIDENDS PER COMMON SHARE            43.1%              43.1%

  NONRECURRING ITEMS
    (1) - Revenue impact of settlement loss related to Supplemental
          Executive Retirement Plan.
    (2) - Includes the following costs associated with our acquisition of
          Embarq: (i) integration and transaction costs ($101.6 million);
          (ii) severance, retention and contractual early retirement
          benefits related to workforce reductions ($97.4 million); (iii)
          accelerated recognition of share-based compensation expense ($17.0
          million) and (iv) settlement expense related to a supplemental
          executive retirement plan ($8.9 million).  Also includes (i)
          curtailment expense related to a supplemental executive retirement
          plan ($7.7 million); (ii) costs associated with a legal settlement
          ($3.1 million) and (iii) a $6.9 million expense reduction from the
          favorable resolution of certain transaction tax audit issues.
    (3) - Favorable resolution of transaction tax audit issues.
    (4) - Includes costs associated with terminating our $800 million bridge
          credit facility related to the EMBARQ acquisition ($8.0 million),
          net of favorable resolution of transaction tax audit issues ($1.6
          million).
    (5) - Includes $5.8 million income tax benefit caused by a reduction to
          our deferred tax asset valuation allowance and $80.1 million net
          income tax benefit related to items (1) through (4); net of $6.7
          million income tax expense due to the nondeductible portion of
          settlement payments related to the Supplemental Executive
          Retirement Plan.
    (6) - Extraordinary gain upon the discontinuance of regulatory
          accounting, net of income tax expense and noncontrolling
          interests.
    (7) - Curtailment loss related to Supplemental Executive Retirement
          Plan, including revenue impact.
    (8) - Gain on the sales of non-core assets ($7.3 million), gain upon
          liquidation of Supplemental Executive Retirement Plan trust assets
          ($4.5 million), and interest income recorded upon the resolution
          of certain income tax audit issues ($919,000).
    (9) - Includes $2.3 million net income tax expense related to items (7)
          and (8) and $1.8 million income tax benefit recorded upon
          resolution of certain income tax audit issues.



                                CenturyTel, Inc.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
                                   (UNAUDITED)

                                                 September 30,  December 31,
                                                       2009         2008
                                                       ----         ----
                                                       (in thousands)
                       ASSETS
  CURRENT ASSETS
    Cash and cash equivalents                        $531,189       243,327
    Other current assets                              927,069       312,080
                                                      -------       -------
       Total current assets                         1,458,258       555,407
                                                    ---------       -------

  NET PROPERTY, PLANT AND EQUIPMENT
    Property, plant and equipment                  15,608,553     8,868,451
    Accumulated depreciation                       (6,245,366)   (5,972,559)
                                                   ----------    ----------
       Net property, plant and equipment            9,363,187     2,895,892
                                                    ---------     ---------

  GOODWILL AND OTHER ASSETS
    Goodwill                                       10,033,994     4,015,674
    Other                                           2,101,624       787,222
                                                    ---------       -------
        Total goodwill and other assets            12,135,618     4,802,896
                                                   ----------     ---------


  TOTAL ASSETS                                    $22,957,063     8,254,195
                                                  ===========     =========


               LIABILITIES AND EQUITY
  CURRENT LIABILITIES
    Current maturities of long-term debt             $769,482        20,407
    Other current liabilities                       1,379,795       437,983
                                                    ---------       -------
        Total current liabilities                   2,149,277       458,390

  LONG-TERM DEBT                                    7,454,515     3,294,119
  DEFERRED CREDITS AND OTHER LIABILITIES            3,989,242     1,333,878
  STOCKHOLDERS' EQUITY                              9,364,029     3,167,808
                                                    ---------     ---------

  TOTAL LIABILITIES AND EQUITY                    $22,957,063     8,254,195
                                                  ===========     =========



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


                                Three months ended September 30, 2009
                              -----------------------------------------
                                                             As adjusted
                                              Less            excluding
                                              non-              non-
    In thousands               As           recurring         recurring
                            reported          items             items
                          ------------      ---------         ---------
    Operating cash flow
     and cash flow margin
      Operating income        $378,983       (188,626)(1)        567,609
      Add:  Depreciation
       and amortization        362,202              -            362,202
                               -------            ---            -------
      Operating cash
       flow                   $741,185       (188,626)           929,811
                              ========       ========            =======

      Revenues              $1,874,325              -          1,874,325
                            ==========            ===          =========

      Operating income
       margin (operating
       income divided by
       revenues)                  20.2%                             30.3%
                                  ====                              ====

      Operating cash flow
       margin (operating
       cash flow divided by
       revenues)                  39.5%                             49.6%
                                  ====                              ====


    Free cash flow (prior to
     debt service requirements
     and dividends)
      Net income before
       extraordinary
       item                   $147,635       (121,417)(2)        269,052
      Add:  Depreciation
       and
       amortization            362,202              -            362,202
      Less:  Capital
       expenditures           (286,326)             -           (286,326)(4)
                              --------            ---           --------
      Free cash flow          $223,511       (121,417)           344,928
                              ========       ========            =======

      Free cash flow          $223,511
      Gain on asset
       dispositions                  -
      Deferred income
       taxes                    12,406
      Changes in current
       assets and current
       liabilities              24,921
      Decrease in other
       noncurrent
       assets                   (3,089)
      Increase (decrease)
       in other noncurrent
       liabilities              (7,671)
      Retirement
       benefits                (85,763)
      Excess tax benefits
       from share-based
       compensation               (352)
      Other, net                29,267
      Add:  Capital
       expenditures            286,326
                               -------
      Net cash provided by
       operating
       activities             $479,556
                              ========





                             Three months ended September 30, 2008
                           -----------------------------------------
                                                          As adjusted
                                              Less         excluding
                                              non-            non-
    In thousands                As          recurring      recurring
                             reported         items          items
                           ------------     ---------       ---------
    Operating cash flow
     and cash flow margin
      Operating income         180,727              -         180,727
      Add:  Depreciation
       and amortization        128,352                        128,352
                               -------            ---         -------
      Operating cash
       flow                    309,079              -         309,079
                               =======            ===         =======

      Revenues                 650,073              -         650,073
                               =======            ===         =======

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

      Operating cash flow
       margin (operating
       cash flow divided by
       revenues)                  47.5%                          47.5%
                                  ====                           ====


    Free cash flow (prior to
     debt service requirements
     and dividends)
      Net income before
       extraordinary item       84,733          1,973(3)       82,760
      Add:  Depreciation
       and amortization        128,352              -         128,352
      Less:  Capital
       expenditures            (70,606)             -         (70,606)
                               -------            ---         -------
      Free cash flow           142,479          1,973         140,506
                               =======          =====         =======

      Free cash flow           142,479
      Gain on asset
       dispositions             (3,811)
      Deferred income
       taxes                    10,532
      Changes in current
       assets and current
       liabilities               3,337
      Decrease in other
       noncurrent assets         3,854
      Increase (decrease)
       in other noncurrent
       liabilities               1,501
      Retirement
       benefits                  3,144
      Excess tax benefits
       from share-based
       compensation               (713)
      Other, net                 9,317
      Add:  Capital
       expenditures             70,606
                                ------
      Net cash provided by
       operating
       activities              240,246
                               =======



  NONRECURRING ITEMS
    (1) - Includes the following costs associated with our acquisition of
          Embarq: (i) severance, retention and contractual early termination
          benefits related to workforce reductions ($97.4 million); (ii)
          integration and transaction costs ($72.2 million); (iii)
          accelerated recognition of share-based compensation expense ($17.0
          million) and (iv) settlement expense related to a supplemental
          executive retirement plan ($8.9 million).  Also includes a $6.9
          million expense reduction from the favorable resolution of certain
          transaction tax audit issues.
    (2) - Includes the after-tax impact of Item (1).
    (3) - Gain on the sale of a non-core asset, net of tax.
    (4) - Includes $27.1 million of capital expenditures related to the
          integration of Embarq.  Excluding these costs, free cash flow was
          $372.1 million for the three months ended September 30, 2009



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


                                 Nine months ended September 30, 2009
                               ----------------------------------------
                                                              As adjusted
                                               Less            excluding
                                               non-              non-
    In thousands                As           recurring         recurring
                             reported          items             items
                           ------------      ---------         ---------
    Operating cash flow
     and cash flow margin
      Operating income         $692,763       (227,836)(1)       920,599
      Add:  Depreciation
       and amortization         618,326              -           618,326
                                -------            ---           -------
      Operating cash
       flow                  $1,311,089       (227,836)        1,538,925
                             ==========       ========         =========

      Revenues               $3,145,179          1,028 (2)     3,144,151
                             ==========          =====         =========

      Operating income
       margin (operating
       income divided by
       revenues)                   22.0%                            29.3%
                                   ====                             ====

      Operating cash flow
       margin (operating
       cash flow divided by
       revenues)                   41.7%                            48.9%
                                   ====                             ====


    Free cash flow (prior to
     debt service
     requirements and
     dividends)
      Net income before
       extraordinary
       item                    $283,819       (150,430)(3)       434,249
      Add:  Depreciation
       and amortization         618,326              -           618,326
      Less:  Capital
       expenditures            (417,127)             -          (417,127)(6)
                               --------            ---          --------
      Free cash flow           $485,018       (150,430)          635,448
                               ========       ========           =======

      Free cash flow           $485,018
      Gain on asset
       dispositions and
       liquidation of
       marketable
       securities                     -
      Deferred income
       taxes                     38,237
      Changes in current
       assets and current
       liabilities               88,543
      Increase (decrease)
       in other noncurrent
       assets                      (547)
      Decrease in other
       noncurrent
       liabilities              (12,494)
      Retirement
       benefits                (100,300)
      Excess tax benefits
       from share-based
       compensation              (1,105)
      Other, net                 47,282
      Add:  Capital
       expenditures             417,127
                                -------
      Net cash provided by
       operating
       activities              $961,761
                               ========



                                    Nine months ended September 30, 2008
                                  ----------------------------------------
                                                               As adjusted
                                                   Less          excluding
                                                    non-             non-
    In thousands                     As          recurring       recurring
                                  reported         items           items
                                ------------     ---------       ---------
    Operating cash flow and
     cash flow margin
      Operating income          544,910            (6,622)(4)       551,532
      Add:  Depreciation and
       amortization             394,990                             394,990
                                -------            ------           -------
      Operating cash flow       939,900            (6,622)          946,522
                                =======            ======           =======

      Revenues                1,956,793             1,033 (4)     1,955,760
                              =========             =====         =========

      Operating income margin
       (operating income
       divided by revenues)        27.8%                               28.2%
                                   ====                                ====

      Operating cash flow margin
       (operating cash flow
       divided by revenues)        48.0%                               48.4%
                                   ====                                ====


    Free cash flow (prior to
     debt service requirements
     and dividends)
      Net income before
       extraordinary item       265,660             5,567 (5)       260,093
      Add:  Depreciation and
       amortization             394,990                             394,990
      Less:  Capital
       expenditures            (185,004)                           (185,004)
                               --------             -----          --------
      Free cash flow            475,646             5,567           470,079
                                =======             =====           =======

      Free cash flow            475,646
      Gain on asset
       dispositions and
       liquidation
       of marketable
       securities               (12,452)
      Deferred income taxes      23,957
      Changes in current assets
       and current
       liabilities              (53,689)
      Increase (decrease) in
       other noncurrent
       assets                     6,108
      Decrease in other
       noncurrent liabilities    (3,978)
      Retirement benefits        21,346
      Excess tax benefits
       from share-based
       compensation                (787)
      Other, net                 26,078
      Add:  Capital
       expenditures             185,004
                                -------
      Net cash provided by
       operating activities     667,233
                                =======

  NONRECURRING ITEMS
    (1) - Includes the following costs associated with our acquisition of
          Embarq: (i) integration and transaction costs ($101.6 million);
          (ii) severance, retention and contractual early retirement
          benefits related to workforce reductions ($97.4 million); (iii)
          accelerated recognition of share-based compensation expense ($17.0
          million) and (iv) settlement expense related to a Supplemental
          Executive Retirement Plan ($8.9 million).  Also includes (i)
          curtailment expense, net of revenue impact, related to a
          supplemental executive retirement plan ($6.7 million); (ii) costs
          associated with a legal settlement ($3.1 million) and (iii) a $6.9
          million expense reduction from the favorable resolution of certain
          transaction tax audit issues.
    (2) - Revenue impact of curtailment loss related to Supplemental
          Executive Retirement Plan.
    (3) - Includes (i) the unfavorable after-tax impact of Items (1) and (2)
          ($148.4 million); (ii) the after-tax charge associated with our
          $800 million bridge credit facility ($5.0 million); and (iii) $6.7
          million income tax expense due to the nondeductible portion of
          settlement payments related to an Supplemental Executive
          Retirement Plan.  Such items were partially offset by (i) the
          favorable resolution of transaction tax audit issues ($3.8
          million) and (ii) a $5.8 million income tax benefit related to a
          reduction to our deferred tax asset valuation allowance.
    (4) - Curtailment loss related to Supplemental Executive Retirement
          Plan, including revenue impact.
    (5) - Includes (i) after-tax impact of gain upon liquidation of
          Supplemental Executive Retirement Plan trust assets ($2.8
          million), (ii) after-tax impact of gain on sales of non-core
          assets ($4.6 million), and (iii) net benefit due to the resolution
          of certain income tax audit issues ($2.3 million), all partially
          offset by the after-tax impact of Item (1) ($4.1 million).
    (6) - Includes $47.0 million of capital expenditures related to the
          integration of Embarq. Excluding these costs, free cash flow was
          $682.5 million for the nine months ended September 30, 2009.



                                  CENTURYLINK
                           SUPPLEMENTAL SCHEDULE (1)
                                  (UNAUDITED)
                                                  (Pro forma)*
                                Three months      Three months
                                    ended            ended       Increase
                             September 30, 2009  June 30, 2009  (decrease)
                             ------------------  -------------  ----------
                                   (Dollars in thousands)

  OPERATING REVENUES (2)             $1,874,325      1,906,413        (1.7%)
                                     ----------      ---------

  OPERATING EXPENSES
    Cash expenses (3)                   944,514        939,552         0.5%
    Depreciation and
     amortization                       362,202        372,404        (2.7%)
                                        -------        -------
                                      1,306,716      1,311,956        (0.4%)
                                      ---------      ---------

  OPERATING INCOME                      567,609        594,457        (4.5%)

  OTHER INCOME (EXPENSE)
    Interest expense                   (143,322)      (140,289)        2.2%
    Other income (expense)                9,362          6,195        51.1%
    Income tax expense                 (164,185)      (172,780)       (5.0%)
    Noncontrolling interests               (412)          (298)       38.3%
                                           ----           ----

  INCOME FROM CONTINUING
   OPERATIONS                          $269,052        287,285        (6.3%)
                                       ========        =======


  Operating cash flow
   (operating income plus
   depreciation)                       $929,811        966,861        (3.8%)
  Free cash flow (income from
   continuing operations plus depreciation
    minus capital
     expenditures)                     $344,928        428,584       (19.5%)
  Operating cash flow
   margin (operating cash
   flow divided by revenues)               49.6%          50.7%
  Operating income margin
   (operating income divided
   by revenues)                            30.3%          31.2%

  CAPITAL EXPENDITURES                 $286,326        231,105        23.9%

  SUBSCRIBER DATA (as of September
   30, 2009 and June 30, 2009)
    Access lines                      7,185,000      7,355,000        (2.3%)
    High-speed Internet
     lines                            2,189,000      2,146,000         2.0%


  (1)  Excludes merger integration and transaction costs and certain other
       non-recurring items as further described in the other attached
       financial schedules.
  (2)  Decline in operating revenues ($32 million) driven primarily by
       access line losses (2.3%) and declining access minutes of use.
  (3)  Increase in cash expenses for third quarter driven primarily by
       approximately $13 million of favorable one-time expense savings
       in the second quarter of 2009.

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

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

Source: CenturyLink

CONTACT: Tony Davis of CenturyLink, +1-318-388-9525,
tony.davis@centurytel.com

Web Site:

http://www.centurytel.com/