2010 Special Meeting & Proxy Materials Q&A;

CenturyLink and Qwest have agreed to a strategic combination of CenturyLink and Qwest under the
terms of a merger agreement that is described in this joint proxy statement-prospectus. A copy of the
merger agreement is attached to this joint proxy statement-prospectus as Annex A. In order to complete the merger, CenturyLink shareholders must vote to approve the issuance of shares of
CenturyLink common stock to Qwest stockholders in connection with the merger, and Qwest stockholders must vote to adopt the merger agreement.

CenturyLink and Qwest will hold separate special meetings to obtain these approvals. This joint proxy
statement-prospectus contains important information about the merger and the meetings of the shareholders of CenturyLink and stockholders of Qwest, and you should read it carefully. The enclosed voting materials allow you to vote your shares without attending your respective meeting.
Your vote is important. We encourage you to vote as soon as possible.

The CenturyLink special meeting will be held at 100 CenturyLink Drive, Monroe, Louisiana, on
August 24, 2010, at 11:00 a.m., local time.

The Qwest special meeting will be held at the Colorado Ballroom, Denver Marriott City Center, 1701 California Street, Denver, CO 80202, on August 24, 2010, at 10:00 A.M., local time.

If you are a shareholder of record of CenturyLink as of the record date for the CenturyLink special meeting or a stockholder of record of Qwest as of the record date for the Qwest special meeting, you may vote in person by attending your special meeting or, to ensure your shares are represented at the meeting,you may vote by:
  • accessing the Internet website specified on your proxy card;
  • calling the toll-free number specified on your proxy card; or
  • signing and returning the enclosed proxy card in the postage-paid envelope provided.

If you hold CenturyLink shares or Qwest shares in the name of a broker or nominee, please follow the voting instructions provided by your broker or nominee to ensure that your shares are represented at your special meeting.
 
If you received voting instruction cards from a trustee of any retirement plan of CenturyLink,
Qwest or their subsidiaries in which you are a participant, please follow the instructions on those cards to ensure that shares of stock allocated to your plan account are represented at your shareholders meeting.

CenturyLink. The proposal at the CenturyLink special meeting to approve the issuance of shares of
CenturyLink common stock to Qwest stockholders in the merger requires approval by the affirmative vote of holders of a majority of the votes cast at the special meeting of shareholders on the proposal by record holders of CenturyLink common stock and voting preferred stock, voting as a single class.

Qwest. The proposal at the Qwest special meeting to adopt the merger agreement requires the affirmative vote of record holders of a majority of the outstanding shares of Qwest common stock entitled to vote on the proposal.

CenturyLink. You are entitled to one vote for each CenturyLink common share and voting preferred
share that you owned as of the record date. As of the close of business on July 13, 2010, there were
approximately 301,272,052 million outstanding CenturyLink common shares and 9,434 outstanding shares of CenturyLink voting preferred shares. As of that date, less than 1.0% of the outstanding CenturyLink common shares and none of the outstanding shares of CenturyLink voting preferred shares were beneficially owned by the directors and executive officers of CenturyLink.

Qwest. You are entitled to one vote for each Qwest common share that you owned as of the record date. As of the close of business on July 13, 2010, there were approximately 1,737,058,360 outstanding Qwest common shares. As of that date, less than 1.0% of the outstanding Qwest common shares were beneficially owned by the directors and executive officers of Qwest.

CenturyLink. If you are a CenturyLink shareholder and fail to vote, fail to instruct your broker or nominee
to vote, or abstain from voting, it will have no effect on the proposal to approve the issuance of
shares of CenturyLink common stock in the merger, assuming a quorum is present.

Qwest. If you are a Qwest stockholder and fail to vote, fail to instruct your broker or nominee to vote,
or abstain from voting, it will have the same effect as a vote against the proposal to adopt the merger
agreement.

CenturyLink. Shareholders who hold a majority of the total number shares of CenturyLink common
stock and voting preferred stock issued and outstanding on the record date must be present or represented by proxy to constitute a quorum to organize the CenturyLink special meeting.

Qwest. Stockholders who hold at least a majority of the outstanding Qwest common stock as of the
close of business on the record date and who are entitled to vote must be present or represented by proxy in order to constitute a quorum to conduct the Qwest special meeting.

If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee
(that is, in street name), you must provide the record holder of your shares with instructions on how to
vote your shares. Please follow the voting instructions provided by your broker or nominee. Please note
that you may not vote shares held in street name by returning a proxy card directly to CenturyLink or
Qwest or by voting in person at your special meeting unless you provide a “legal proxy,” which you must obtain from your broker or nominee. Further, brokers who hold shares of CenturyLink common stock or voting preferred stock or Qwest common stock on behalf of their customers may not give a proxy to CenturyLink or Qwest to vote those shares without specific instructions from their customers.

If you are a CenturyLink shareholder and you do not instruct your broker on how to vote your shares,
your broker may not vote your shares on the proposal to approve the issuance of shares of CenturyLink
common stock to Qwest stockholders in the merger, which will have no effect on the vote on this proposal, assuming a quorum is present.

If you are a Qwest stockholder and you do not instruct your broker on how to vote your shares, your broker may not vote your shares, which will have the same effect as a vote against the proposal to adopt the merger agreement.

If you sign and return your proxy card without indicating how to vote on any particular proposal, the
CenturyLink common stock or voting preferred stock or Qwest common stock represented by your proxy will be voted in favor of that proposal.

Yes. You can change your vote at any time before your proxy is voted at your special meeting. You can
do this in one of three ways:
   • you can send a signed notice of revocation;
   • you can grant a new, valid proxy bearing a later date; or
   • if you are a holder of record, you can attend your special meeting and vote in person, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

If you choose either of the first two methods, you must submit your notice of revocation or your new
proxy to the Secretary of CenturyLink or Corporate Secretary of Qwest, as appropriate, no later than the
beginning of the applicable special meeting.

If your shares are held in street name by your broker or
nominee, you should contact them to change your vote. If your shares are held through a CenturyLink,
Embarq or Qwest retirement plan, you should contact the trustee for the plan to change your vote.

The merger is intended to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. Assuming the merger qualifies as such a reorganization, a U.S. holder of Qwest common shares generally will not recognize any gain or loss upon receipt of CenturyLink common shares in exchange for Qwest common shares in the merger, except with respect to cash received in lieu of a fractional CenturyLink common share. See “The Issuance of CenturyLink Shares and the Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 90.

CenturyLink and Qwest are working to complete the merger in the first half of 2011. However, the
merger is subject to various federal and state regulatory approvals and other conditions, and it is possible that factors outside the control of both companies could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the respective CenturyLink and Qwest special meetings and the completion of the merger. CenturyLink and Qwest hope to complete the merger as soon as reasonably practicable following the receipt of all required approvals.

Carefully read and consider the information contained in and incorporated by reference into this joint
proxy statement-prospectus, including its annexes.

In order for your shares to be represented at your special meeting:
   • you can attend your special meeting in person;
   • you can vote through the Internet or by telephone by following the instructions included on your proxy
     card; or
   • you can indicate on the enclosed proxy or voting instruction card how you would like to vote and
     return the card in the accompanying pre-addressed postage paid envelope.

No. After the merger is completed, if you held certificates representing shares of Qwest common stock
prior to the merger, CenturyLink’s exchange agent will send you a letter of transmittal and instructions
for exchanging your shares of Qwest common stock for the merger consideration. Upon surrender of the certificates for cancellation along with the executed letter of transmittal and other required documents described in the instructions, a Qwest stockholder will receive the merger consideration.

Unless you specifically request to receive CenturyLink stock certificates, the shares of CenturyLink common stock you receive in the merger will be issued in book-entry form.

If you are a CenturyLink shareholder, you are not required to take any action with respect to your
CenturyLink stock certificates.

Yes. Please bring proper identification, together with proof that you are a record owner of CenturyLink or Qwest stock.

If your shares are held in street name or through a CenturyLink, Embarq or Qwest retirement
plan, please bring acceptable proof of ownership, such as a letter from your broker or an account
statement stating or showing that you beneficially owned shares of CenturyLink or Qwest stock, as applicable, on the record date.

CenturyLink shareholders or Qwest stockholders who have questions about the merger or the other
matters to be voted on at the special meetings or desire additional copies of this joint proxy statement/prospectus or additional proxy or voting instruction cards should contact:

If you are a CenturyLink shareholder:
     Innisfree M&A Incorporated
     501 Madison Avenue
     New York, NY 10022
     (877) 825-8621 for shareholder inquiries
     (212) 750-5833 for banks and brokers
 

If you are a Qwest stockholder:
     BNY Mellon Shareowner Services
     480 Washington Blvd.
     Jersey City, NJ 07310
     (800) 567-7296 for shareholder inquiries
     (201) 680-5235 for banks and brokers