Bond Lumen Technologies 7.6% ( US156700AM80 ) in USD

Lumen Technologies

78.373 % ▼

United States

US156700AM80 ( in USD )

7.6% per year ( payment 2 times a year)

14/09/2039

Prospectus brochure of the bond Lumen Technologies US156700AM80 en USD 7.6%, maturity 14/09/2039

/

/

156700AM8

CCC- ( Default imminent with little prospect for recovery )

Caa3 ( Default imminent with little prospect for recovery )

15/03/2025 ( In 121 days )

The Bond issued by Lumen Technologies ( United States ) , in USD, with the ISIN code US156700AM80, pays a coupon of 7.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/09/2039

The Bond issued by Lumen Technologies ( United States ) , in USD, with the ISIN code US156700AM80, was rated Caa3 ( Default imminent with little prospect for recovery ) by Moody's credit rating agency.

The Bond issued by Lumen Technologies ( United States ) , in USD, with the ISIN code US156700AM80, was rated CCC- ( Default imminent with little prospect for recovery ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
424B5 1 h67967bbe424b5.htm 424B5
1 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-157188

Maximum Aggregate

Registration
Title of each class of securities offered

Offering Price

Fee(1)
7.60% Senior Notes, Series P, due 2039

$400,000,000

$22,320
6.15% Senior Notes, Series Q, due 2019

$250,000,000

$13,950
Total

$650,000,000

$36,270

(1) Calculated in accordance with Rule 457(o) and Rule 457(r).

Prospectus Supplement
(To Prospectus dated February 9, 2009)
$650,000,000

$400,000,000 7.60% Senior Notes, Series P, due 2039
$250,000,000 6.15% Senior Notes, Series Q, due 2019

CenturyTel, Inc. (doing business as CenturyLink) is offering the Series P Notes and the Series Q Notes pursuant to this
prospectus supplement. The Series P Notes will bear interest at the rate of 7.60% per year from the date of issuance to
September 15, 2039, when they will mature, and the Series Q Notes will bear interest at the rate of 6.15% per year from the
date of issuance to September 15, 2019, when they will mature. We will pay interest on both series of Notes semi-annually in
arrears on March 15 and September 15 of each year, beginning March 15, 2010.

We may redeem some or all of the Series P Notes and the Series Q Notes at the make-whole redemption price described
in this prospectus supplement under the caption "Description of the Notes -- Optional Redemption." Upon the occurrence of
a "change of control repurchase event," as described in this prospectus supplement, we will be required to make an offer to
repurchase the Notes at a price equal to 101% of their aggregate principal amount plus accrued and unpaid interest to, but not
including, the date of repurchase.

The Notes will be our senior unsecured obligations and will rank senior to any of our future subordinated debt and rank
equally in right of payment with all of our existing and future unsecured and unsubordinated debt. We do not plan to list the
Notes on any national securities exchange.

Investing in our Notes involves risks. See "Risk Factors" beginning on page S-9 of this
prospectus supplement to read about certain risks you should consider before investing in the
Notes.

Price to

Underwriting

Net Proceeds to

Public(1)

Discount

CenturyTel(2)
Per Series P Note

99.955%

0.875%

99.080%
Series P Note Total

$399,820,000

$3,500,000
$396,320,000
Per Series Q Note

99.891%

0.650%

99.241%
Series Q Note Total

$249,727,500

$1,625,000
$248,102,500
Total
$649,547,500 $5,125,000 $644,422,500

(1) Plus accrued interest, if any, from September 21, 2009, if settlement occurs after that date.

(2) Before expenses.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Notes only in book-entry form through the facilities of The Depository
2 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System,
and Clearstream Banking, societe anonyme, against payment in New York, New York on or about September 21, 2009.

Joint Book-Running Managers
BofA Merrill Lynch Barclays Capital
J.P. Morgan
Wells Fargo Securities

Senior Co-Managers
Mitsubishi UFJ Securities
Morgan Stanley

Co-Managers
SunTrust Robinson Humphrey
Deutsche Bank Securities Morgan Keegan & Company, Inc. U.S. Bancorp Investments, Inc.

The date of this prospectus supplement is September 14, 2009.
3 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...

TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement
S-1
Cautionary Statement Regarding Forward-Looking Statements
S-2
Where You Can Find More Information
S-3
Prospectus Supplement Summary
S-5
Risk Factors
S-9
Use of Proceeds
S-11
Capitalization
S-12
Description of the Notes
S-13
Material United States Federal Income Tax Consequences
S-22
Underwriting
S-26
Experts
S-28
Legal Matters
S-28

Prospectus

About This Prospectus
1
The Company
1
Recent Developments
1
Where You Can Find More Information
1
Cautionary Statement Regarding Forward-Looking Statements
2
Risk Factors
3
Use of Proceeds
3
Ratio of Earnings to Fixed Charges
3
Description of Securities
4
Description of Capital Stock
4
Description of Debt Securities
7
Description of Depositary Shares
16
Description of Warrants
18
Description of Units
19
Plan of Distribution
20
Legal Matters
21
Experts
21
i
4 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed
with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process as a "well-known
seasoned issuer." Under this process, the document we use to offer securities is divided into two parts. The first
part is this prospectus supplement, which describes the specific terms of the offering and also updates and
supplements information contained in the accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus,
which provides you with a general description of the securities we may offer. If the description of the offering
varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in
this prospectus supplement. Before purchasing our Notes, you should carefully read both this prospectus supplement
and the accompanying prospectus, together with the additional information described under the heading "Where You
Can Find More Information."

You should rely solely on the information contained in this prospectus supplement, the accompanying
prospectus, any related free writing prospectus issued by us and the documents incorporated by reference
herein or therein. We have not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not
rely on it. We are not, and the underwriters are not, making an offer of the Notes in any jurisdiction where
the offer or sale is not permitted. You should assume that the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus, any related free writing prospectus
issued by us, and any document incorporated by reference herein or therein is accurate only as of the date on
the front cover of those documents. Our business, financial condition, results of operations and prospects may
have changed since that date.

References in this prospectus supplement and the accompanying prospectus to "CenturyTel," "we," "us" and
"our" are to CenturyTel, Inc. (which currently operates under the brand name "CenturyLink") and not any of its
subsidiaries (unless the context requires otherwise and except in connection with the description of our business
under the heading "Prospectus Supplement Summary -- CenturyTel" in this prospectus supplement, where such
terms refer to the consolidated operations of CenturyTel and its subsidiaries). Unless the context otherwise requires,
references to "Embarq" in this prospectus supplement are to Embarq Corporation and its subsidiaries, which we
acquired on July 1, 2009. References to "Notes" in this prospectus supplement are to the Series P Notes and the
Series Q Notes being offered pursuant to this prospectus supplement.
S-1
5 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus, including the documents incorporated by
reference herein and therein, contain "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). These statements are intended to be covered by the safe harbor for "forward-
looking statements" provided by the Private Securities Litigation Reform Act of 1995. These statements may be
made directly in this prospectus supplement or the accompanying prospectus or may be incorporated in this
prospectus supplement or the accompanying prospectus by reference to other documents and may include statements
for periods following the completion of this offering. Forward-looking statements are all statements other than
statements of historical fact, such as statements regarding our financial plans, our indebtedness, acquisitions, and
general economic and business conditions. Words such as "anticipates," "may," "can," "plans," "feels," "believes,"
"estimates," "expects," "projects," "intends," "likely," "will," "should," "to be" and similar expressions are
intended to identify forward-looking statements.

Our forward-looking statements are based on current expectations only, and are subject to a number of risks,
uncertainties and assumptions, many of which are beyond our control. Actual events and results may differ
materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize,
or if underlying assumptions prove incorrect. Important factors that could impact our actual results include but are
not limited to: the timing, success and overall effects of competition from a wide variety of competitive providers;
the risks inherent in rapid technological change; the effects of ongoing changes in the regulation of the
communications industry (including 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; 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 of Part II of our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2009, as updated and supplemented by our subsequent SEC reports. For more information about these risks,
see "Risk Factors" in this prospectus supplement.

You should be aware that new factors impacting our actual results 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 our forward-looking statements, which
speak only as of the date of the document in which they appear. Except for meeting our ongoing obligations under the
federal securities laws, we undertake no obligation to update or revise our forward-looking statements for any
reason.
S-2
6 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may
read and copy that information at the Public Reference Room of the SEC, located at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. You may also obtain copies of this information by mail from the SEC at the above
address, at prescribed rates. In addition, the SEC maintains an Internet site at www.sec.gov, from which interested
persons can electronically access the registration statement of which this prospectus supplement and the
accompanying prospectus forms a part, including the exhibits and schedules thereto, as well as reports, proxy and
information statements and other information about us. In addition, our common stock is listed and traded on the
New York Stock Exchange ("NYSE"), and you may obtain similar information about us at the offices of the NYSE
at 20 Broad Street, New York, New York 10005.

Prior to our acquisition of Embarq on July 1, 2009, Embarq also filed annual, quarterly and current reports,
proxy statements and other information with the SEC. Reports filed by Embarq can be inspected and copied at the
locations referenced above and are otherwise available through the SEC's website.

We are "incorporating by reference" into this prospectus supplement specific documents that we and Embarq
filed with the SEC, which means that we can disclose important information to you by referring you to those
documents that are considered part of this prospectus supplement and accompanying prospectus. We incorporate by
reference the documents listed below, and any future documents that we file with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act until the termination or completion of the offering of all of the securities
covered by this prospectus supplement. This prospectus supplement and accompanying prospectus are part of a
registration statement filed with the SEC, which may contain additional information that you might find important.

We are "incorporating by reference" into this prospectus supplement the following documents filed with the
SEC by us and by Embarq; provided, however, we are not incorporating by reference, in each case, any such
documents or portions of such documents that have been "furnished" but not "filed" for purposes of the Exchange
Act:

CenturyTel, Inc. Filings

Period or Date Filed

Annual Report on Form 10-K
Fiscal year ended December 31, 2008

Quarterly Reports on Form 10-Q
Quarterly periods ended March 31, 2009 and June 30,
2009

Current Reports on Form 8-K
Filed on January 16, 2009, January 29, 2009, January
29, 2009, June 4, 2009, July 1, 2009 (as amended
August 5, 2009), August 31, 2009, September 14, 2009
and September 14, 2009

Proxy Statement on Schedule 14A
Filed on April 3, 2009

Embarq Corporation Filings
Period or Date Filed

Annual Report on Form 10-K (as amended April 29,
2009)
Fiscal year ended December 31, 2008

Quarterly Reports on Form 10-Q
Quarterly period ended March 31, 2009

Current Reports on Form 8-K
Filed on January 16, 2009, January 21, 2009, January
23, 2009, January 29, 2009, January 29, 2009,
February 23, 2009, March 5, 2009, March 13, 2009,
June 30, 2009 and July 1, 2009

We will provide to each person to whom this prospectus supplement and the accompanying prospectus is
delivered, upon written or oral request and without charge, a copy of the documents referred to above that we have
incorporated by reference (except for exhibits, unless the exhibits are specifically incorporated by reference into the
filing). You can request copies of such documents if you call or write us at the following
S-3
7 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
8 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
Table of Contents
address or telephone number: CenturyTel, Inc., 100 CenturyTel Drive, Monroe, Louisiana 71203, Attention:
Investor Relations, or by telephoning us at (318) 388-9000.

Each of this prospectus supplement, the accompanying prospectus and the information incorporated by
reference herein or therein may contain summary descriptions of certain agreements that we have filed as exhibits to
various SEC filings, as well as certain agreements that we will enter into in connection with the offering of
securities covered by this prospectus supplement. These summary descriptions do not purport to be complete and
are subject to, or qualified in their entirety by reference to, the definitive agreements to which they relate. Copies of
the definitive agreements will be made available without charge to you by making a written or oral request to us.

Information appearing in this prospectus supplement, the accompanying prospectus or in any particular
document incorporated herein or therein by reference is not necessarily complete and is qualified in its entirety by
the information and financial statements appearing in all of the documents incorporated by reference herein and
therein and should be read together therewith. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus supplement and the accompanying prospectus will be deemed to be
modified or superseded to the extent that a statement contained in this prospectus supplement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in this prospectus supplement and the
accompanying prospectus modifies or supersedes such statement.
S-4
9 of 61
10/2/2009 2:16 PM

424B5
http://www.sec.gov/Archives/edgar/data/18926/000095012309043414/h...
Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY

The following summary does not contain all of the information you should consider before investing in the
Notes and is qualified in its entirety by reference to the more detailed information, consolidated historical
financial statements and pro forma combined financial information appearing elsewhere or incorporated by
reference in this prospectus supplement and the accompanying prospectus, as well as the materials filed with the
SEC that are considered to be part of this prospectus supplement and the accompanying prospectus. You should
read this prospectus supplement and the accompanying prospectus carefully, including "Risk Factors," and the
documents incorporated by reference herein and therein before making an investment decision.

CenturyTel

Business

We are an integrated communications company primarily engaged in providing an array of communications
services, including local and long distance voice, data, Internet access, broadband, and satellite video services in
33 states. In certain local and regional markets, we also sell communications equipment and provide fiber transport,
competitive local exchange carrier, security monitoring, and other communications, professional and business
information services. We operate approximately 7.3 million access lines and serve approximately 2.1 million
broadband customers, based on pro forma operating data as of June 30, 2009 to give effect to our acquisition of
Embarq. Additional information about CenturyTel is included in documents incorporated by reference herein. See
"Where You Can Find More Information" in this prospectus supplement.

On July 1, 2009, we acquired Embarq in a merger transaction, which substantially expanded the size and scope
of our business. For additional information regarding Embarq, which is now our wholly-owned subsidiary, please
refer to Embarq's reports filed with the SEC that are incorporated by reference herein and described further under
"Where You Can Find More Information" in this prospectus supplement. In addition, please refer to our Current
Report on Form 8-K dated July 1, 2009, as amended, and our Current Report on Form 8-K dated September 14,
2009, which contain pro forma combined financial information that gives effect to the acquisition of Embarq. Upon
completion of the merger, we changed our brand name to CenturyLink, although we will continue for an interim
period to use the "CenturyTel" and "Embarq" brand names in our respective markets and will not formally change
our name until we receive shareholder approval, which we expect to obtain in 2010.

Our principal executive office is located at 100 CenturyTel Drive, Monroe, Louisiana 71203 and our telephone
number is (318) 388-9000. Our website is located at www.centurytel.com. The information contained in our
website is not a part of this prospectus supplement or the accompanying prospectus.

Ratios of Earnings to Fixed Charges

The following table sets forth the ratio of earnings to fixed charges for each of the years in the five-year period
ended December 31, 2008 and for the six-months ended June 30, 2009, which ratios are based on our historical
consolidated financial statements incorporated by reference herein without giving effect to the Embarq acquisition.
The following table also sets forth the pro forma combined ratio of earnings to fixed charges for the year ended
December 31, 2008 and for the six-months ended June 30, 2009, which ratios are based on our pro forma combined
financial information incorporated by reference herein and give effect to the acquisition of Embarq as if it had
occurred on January 1, 2008. The pro forma ratios of earnings to fixed charges are presented for comparative
purposes only and are not intended to be indicative of actual results had the Embarq acquisition occurred as of such
date, nor do they purport to indicate results which may be attained in the future.

Six-Months Ended

Years Ended December 31,

June 30,

2004

2005

2006

2007

2008

2009

Ratio of earnings to fixed charges(1)
3.58x 3.59x 3.94x 3.85x
3.74x
3.27x

10 of 61
10/2/2009 2:16 PM