8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 1, 2011

QWEST COMMUNICATIONS INTERNATIONAL INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-15577	84-1339282
(Commission File Number)	(IRS Employer Identification No.)

1801 California Street, Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)

(303) 992-1400

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01               Completion of Acquisition or Disposition of Assets

On April 1, 2011, pursuant to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), dated April 21, 2010, among Qwest Communications International Inc. (“Qwest”), CenturyLink, Inc. (formerly known as CenturyTel, Inc.) (“CenturyLink”) and SB44 Acquisition Company (“Merger Sub”), Merger Sub merged with and into Qwest, with Qwest continuing as the surviving corporation and as a wholly owned subsidiary of CenturyLink (the “Merger”).

As a result of the Merger, each outstanding share of Qwest common stock, par value $0.01 (the “Common Stock”), was converted into the right to receive 0.1664 shares of CenturyLink common stock, with cash paid in lieu of fractional shares. As a result of the Merger, CenturyLink will deliver approximately 294.0 shares of  CenturyLink common stock to Qwest stockholders. Following the completion of the Merger, the Common Stock, which traded under the symbol “Q”, ceased to be listed on the New York Stock Exchange (the “NYSE”).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein. The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.01               Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Following the completion of the Merger, on April 1, 2011, at Qwest’s request, the NYSE filed with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the Common Stock from the NYSE. Additionally, Qwest intends to file with the SEC a Certification on Form 15 under the Exchange Act ten days after the filing of the Form 25 requesting the termination of registration under Section 12(g) of the Exchange Act with respect to the Common Stock.  Qwest expects to continue to have bonds listed on the NYSE and currently intends to continue to file reports under the Exchange Act following the Effective Time.

Item 3.03               Material Modification to Rights of Security Holders

As a result of the Merger, the Common Stock was converted into the right to receive 0.1664 shares of CenturyLink common stock, with cash paid in lieu of fractional shares. Following the completion of the Merger, the Common Stock, which traded under the symbol “Q”, ceased to be listed on the NYSE. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.01               Changes in Control of Registrant

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on April 1, 2011 (the “Effective Time”), Qwest became a wholly owned subsidiary of CenturyLink and, accordingly, a change in control of Qwest occurred. The information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the Merger Agreement, at the Effective Time, each of the 12 directors of Qwest were removed as members of the board of directors of Qwest. None of the directors were removed from the board of directors because of any disagreements relating to Qwest’s operations, policies or practices.

At the Effective Time, the number of directors of Qwest became fixed at two and R. Stewart Ewing, Jr. and Stacey W. Goff became the directors of Qwest to hold such office until their successors are duly elected and qualified or as otherwise provided by the bylaws of Qwest.

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Pursuant to the Merger Agreement, at the Effective Time, all of the officers of Qwest were removed from their positions as officers of Qwest and the following persons were appointed to hold the following principal office or offices indicated opposite his or her name, each to hold such office or offices until his or her successor is duly elected and qualified or as otherwise provided by the by-laws of Qwest:

Chief Executive Officer and President	Glen F. Post, III
Executive Vice President and Chief Operating Officer	Karen A. Puckett
Executive Vice President, Chief Financial Officer and Assistant Secretary	R. Stewart Ewing, Jr.
Executive Vice President, General Counsel and Assistant Secretary	Stacey W. Goff
Executive Vice President — Network Services	Dennis G. Huber
President — Wholesale Operations	William E. Cheek
President — Business Markets Group	Christopher K. Ancell
Senior Vice President — Controller and Operations Support	David D. Cole

Glen F. Post, III has served CenturyLink as its Chief Executive Officer since 1992, as its President since July 1, 2009 (and from 1990 to 2002), and as one of its directors since 1985, and is expected to continue to serve in these positions for CenturyLink following the Effective Time.  He has also served CenturyLink in various other executive capacities in the past, including as Chairman of the Board between 2002 and 2009.  Mr. Post is 58 years of age.

Karen A. Puckett has served as Executive Vice President and Chief Operating Officer of CenturyLink since July 1, 2009, and is expected to continue to serve in these positions for CenturyLink following the Effective Time.  Ms. Puckett served as President and Chief Operating Officer of CenturyLink between 2002 and 2009.  Ms. Puckett is 50 years of age.

R. Stewart Ewing, Jr. has served as Executive Vice President and Chief Financial Officer of CenturyLink since 1999, and is expected to continue to serve in these positions for CenturyLink following the Effective Time.  Mr. Ewing is 59 years of age.

Stacey W. Goff has served as Executive Vice President, General Counsel and Secretary of CenturyLink since July 1, 2009 and is expected to continue to serve in these positions for CenturyLink following the Effective Time.  Mr. Goff served as Senior Vice President, General Counsel and Secretary of CenturyLink for several years prior to July 1, 2009.  Mr. Goff is 45 years of age.

Dennis G. Huber has served as Executive Vice President — Network Services of CenturyLink since July 1, 2009 (excluding the four-month period between May 2010 and September 2010), and is expected to continue to serve in this capacity for CenturyLink following the Effective Time.  Mr. Huber held various executive positions at Embarq Corporation and its predecessor companies from January 2003 through July 1, 2009, most notably Chief Technology Officer and Senior Vice President, Senior Vice President — Corporate Strategy and Development and Senior Vice President of Product Development.  Mr. Huber is 51 years of age.

William A. Cheek has served as President — Wholesale Operations of CenturyLink since July 1, 2009, and is expected to continue to serve in this capacity for CenturyLink following the Effective Time.  Mr. Cheek served as President — Wholesale Markets for Embarq Corporation from May 2006 until July 2009.  He served in this same role at the local telecommunications division of Sprint Nextel Corporation from August 2005 until May 2006, and as Assistant Vice President, Strategic Sales and Account Management in Sprint Business Solutions from January 2004 until July 2005.  Mr. Cheek is 55 years of age.

David D. Cole has served as Senior Vice President — Operations Support of CenturyLink since 1999, and Mr. Cole is expected to continue in this position with CenturyLink following the Effective Time.  Effective April 1, 2011, Mr. Cole has also been named as Controller of CenturyLink.  Mr. Cole is 53 years of age.

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Christopher K. Ancell served as an executive officer of Qwest prior to the merger.

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of Qwest was amended and restated in its entirety to be substantially identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of Qwest remained Qwest Communications International Inc. (the “Amended and Restated Certificate of Incorporation of Qwest”). Additionally, pursuant to the Merger Agreement, at the Effective Time, the bylaws of Merger Sub became the bylaws of Qwest, except that the bylaws were amended to replace all references to SB44 Acquisition Company with references to Qwest Communications International Inc. (the “Bylaws of Qwest”).

Copies of the Amended and Restated Certificate of Incorporation of Qwest and the Bylaws of Qwest are filed as Exhibits 3.1 and 3.2 to this Current Report of Form 8-K, respectively, and are incorporated by reference herein.

Item 9.01               Financial Statements and Exhibits

(d)           Exhibits

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated April 21, 2010, by and among Qwest Communications International Inc., CenturyLink, Inc. (formerly known as CenturyTel, Inc.) and SB44 Acquisition Company (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 22, 2010 (File No. 001-15577)).
3.1	Amended and Restated Certificate of Incorporation of Qwest Communications International Inc.
3.2	Bylaws of Qwest Communications International Inc.
99.1	Press release dated April 1, 2011, announcing the completion of the Merger.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 5, 2011
	QWEST COMMUNICATIONS INTERNATIONAL INC.
	By:	/s/ Stacey Goff
	Name:	Stacey Goff
	Title:	Executive Vice President, General Counsel and Assistant Secretary

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated April 21, 2010, by and among Qwest Communications International Inc., CenturyLink, Inc. (formerly known as CenturyTel, Inc.) and SB44 Acquisition Company (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 22, 2010 (File No. 001-15577)).
3.1	Amended and Restated Certificate of Incorporation of Qwest Communications International Inc.
3.2	Bylaws of Qwest Communications International Inc.
99.1	Press release dated April 1, 2011, announcing the completion of the Merger.

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
QWEST COMMUNICATIONS INTERNATIONAL INC.

The undersigned, in order to form a corporation pursuant to the provisions of the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:             The name of this corporation (hereinafter, the “Corporation”) shall be Qwest Communications International Inc.

SECOND:        The registered office and registered agent of the Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD:            The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it currently exists or may hereafter be amended.

FOURTH:        The total number of shares of stock that the Corporation is authorized to issue is 1,000 shares of Common Stock, par value $0.01 per share.

FIFTH:             The Corporation is to have perpetual existence.

SIXTH:            A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it currently exists or may hereafter be amended. Any repeal or modification of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

SEVENTH:      (a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as it currently exists or may hereafter be amended (but, in the case of any such amendment, to the

fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation (the “Board”). The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b)             Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)             Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this

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Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d)           Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

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EX-3.2

Exhibit 3.2

BY-LAWS
of
QWEST COMMUNICATIONS INTERNATIONAL INC.

ARTICLE I
MEETINGS OF STOCKHOLDERS

Section 1.1      Place of Meeting and Notice.  Meetings of the stockholders of Qwest Communications International Inc. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may determine.

Section 1.2      Annual and Special Meetings.  Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting.  Special meetings of the stockholders may be called by the President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 50% of the common stock of the Corporation.  Each such stockholder request shall state the purpose of the proposed meeting.

Section 1.3      Notice.  Except as otherwise provided by law, at least 10 and no more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 1.4      Quorum.  At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding common stock shall constitute a quorum for the transaction of business, except as otherwise provided by law.  In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 1.5      Voting.  Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation ‘s issued and outstanding common stock.

Section 1.6      Action Without Meeting.  Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II
DIRECTORS

Section 2.1      Number, Election and Removal of Directors.  The number of Directors that shall constitute the Board of Directors shall not be less than one nor more than eight.  The initial Board of Directors shall consist of one director.  Thereafter, within the limits specified above, the number of Directors shall be determined from time to time by the Board of Directors or the stockholders.  The Directors shall be elected by stockholders at their annual meeting.  Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders.  A Director may be removed with or without cause by the stockholders.  If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

Section 2.2      Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting.

Section 2.3      Quorum.  As of any particular date, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business.  If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present.  Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 2.4      Committees.  The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, to have and exercise such power and authority as the Board of Directors shall specify.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the absent or disqualified member.

Section 2.5      Action Without Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE III
OFFICERS

The officers of the Corporation shall consist of a President, a Secretary and such other additional officers with such title as the Board of Directors shall determine, all of which shall be

chosen by and shall serve at the pleasure of the Board of Directors.  Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices.  All officers shall be subject to the supervision and direction of the Board of Directors.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV
GENERAL PROVISIONS

Section 4.1      Notices.  Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his address as it appears in the records of the Corporation, with postage thereon prepaid.  Such notice shall be deemed to have been given when it is deposited in the United State mail.  Notice to Directors may also be given by telegram.

Section 4.2      Fiscal Year.  The fiscal year of the Corporation shall be the calendar year.

Section 4.3      Form and Signatures.  Shares of the Corporation may but need not be represented by certificates. Any certificates evidencing shares of the Corporation shall be signed by the President, the Secretary or an or any other officer authorized by a resolution of the Board of Directors, and may but need not be sealed by the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles.

Section 4.4      Transfer of Shares.  Assignment or transfer of shares of the Corporation shall be made only on the books of the Corporation, and any assignment or transfer shall be made at the direction of the holder of record thereof or by the legal representative of the holder of record.

ARTICLE V
AMENDMENTS

These bylaws may be amended or repealed by the Board of Directors or the stockholders of the Corporation.

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EX-99.1

Exhibit 99.1

CenturyLink and Qwest Complete Merger

Combination Offers Consumer, Business and Wholesale Customers a Complete Portfolio of Communications Services

Apr 1, 2011

MONROE, La., April 1, 2011 /PRNewswire/ — CenturyLink, Inc. (NYSE: CTL) and Qwest Communications today completed their merger, creating the nation’s third largest telecommunications company in the United States. The combined company’s increased scale and financial strength will enable it to deliver a broader range of communications services to consumers and small businesses throughout the company’s 37-state service area and to business, wholesale and government customers nationwide via its 190,000 route-mile fiber network.

(Logo)

“The combination of our two companies allows us to offer customers of all sizes an even more robust portfolio of communications solutions that will continue to be backed by honest and personal service,” said Glen F. Post, III, chief executive officer and president of CenturyLink.

The transaction was structured as a tax-free stock-for-stock exchange. Under the terms of the merger agreement, Qwest stockholders will receive 0.1664 shares of CenturyLink common stock for each share of Qwest common stock they owned at closing, plus cash paid in lieu of fractional shares. The company expects to continue its current annual dividend of $2.90 per share.

CenturyLink expects the combination to be immediately accretive to free cash flow per share, excluding integration costs, and it is expected to generate annual operating and capital synergies of approximately $625 million when fully recognized over the next three to five years. On a pro forma basis, the combined company had revenues of $18.6 billion, adjusted EBITDA of $8.1 billion and adjusted free cash flow of approximately $3.1 billion for the twelve months ended Dec. 31, 2010.

As previously announced, the combined company will use the name CenturyLink, although the Qwest brand will continue to be used in former Qwest markets for the next several months.

The company’s board of directors includes current CenturyLink board members and four members of Qwest’s board. Those joining the CenturyLink board are Edward A. Mueller, Charles L. Biggs, Michael J. Roberts and James A. Unruh.

The corporate headquarters of the company will remain in Monroe, La. The company will maintain the headquarters for its Business Markets Group in the Denver metro area, where Qwest’s headquarters were located. In addition, Denver will be the location of one of the company’s six regional headquarters. The other five regional headquarters will be located in Phoenix; Minneapolis; Seattle; Wake Forest, N.C.; and Apopka, Fla.

For more information about the merger, including state-by-state information and key facts, please visit www.centurylinkqwestmerger.com.

Qwest shareholders who need additional information or have questions about exchanging shares should visit www.computershare.com/CenturyLink/QwestFAQs.com.

About CenturyLink

CenturyLink is the third largest telecommunications company in the United States. The company provides broadband, voice and wireless services to consumers and businesses across the country. It also offers advanced entertainment services under the CenturyLinkTM PrismTM TV and DIRECTV brands. In addition, the company provides data, voice and managed services to business, government and wholesale customers in local, national and select international markets through its high-quality advanced fiber optic network and multiple data centers. CenturyLink is recognized as a leader in the network services market by key technology industry analyst firms. CenturyLink’s customers range from Fortune 500 companies in some of the country’s largest cities to families living in rural America. Headquartered in Monroe, La., CenturyLink is an S&P 500 company and is included among the Fortune 500 list of America’s largest corporations. For more information, visit www.centurylink.com.

Forward Looking Statements

Except for the historical and factual information contained herein, the matters set forth in this communication, including statements regarding the expected benefits of the acquisition such as efficiencies, cost savings, enhanced revenues, growth potential, market profile and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as “estimates,” “expects,” “projects,” “plans,” and similar expressions are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements 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 possibility that the anticipated benefits from the acquisition cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of Qwest’s operations into CenturyLink will be greater than expected; the ability of the combined company to retain and hire key personnel; 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; the ability of the combined company to effectively adjust to changes in the communications industry and to successfully introduce new product or service offerings on a timely and cost-effective basis; any adverse developments in commercial disputes or legal proceedings; the ability of the combined company to utilize net operating losses in amounts projected; changes in our future cash requirements; and other risk factors and cautionary statements as detailed from time to time in each of CenturyLink’s and Qwest’s reports filed with the Securities and Exchange Commission. 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 acquisition or the combined company. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Unless legally required, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE CenturyLink, Inc.

For further information: Media, Debra Peterson, +1-913-323-4881,

debra.d.peterson@centurylink.com, or Investors, Tony Davis, +1-318-388-9525,

tony.davis@centurylink.com, both of CenturyLink