Bond Lumen Technologies 7.65% ( US156700AT34 ) in USD

Lumen Technologies

77.025 % ▼

United States

US156700AT34 ( in USD )

7.65% per year ( payment 2 times a year)

14/03/2042

Prospectus brochure of the bond Lumen Technologies US156700AT34 en USD 7.65%, maturity 14/03/2042

156700AT3

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 US156700AT34, pays a coupon of 7.65% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2042

The Bond issued by Lumen Technologies ( United States ) , in USD, with the ISIN code US156700AT34, 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 US156700AT34, was rated CCC- ( Default imminent with little prospect for recovery ) by Standard & Poor's ( S&P ) credit rating agency.

Form 424b5
http://www.sec.gov/Archives/edgar/data/18926/000119312512099303/d...
424B5 1 d309125d424b5.htm FORM 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Registration
Title of each class of securities offered

Offering Price

Fee(1)
5.80% Senior Notes, Series T, due 2022

$1,397,788,000

$160,187
7.65% Senior Notes, Series U, due 2042

$ 649,382,500

$ 74,419
Total

$2,047,170,500

$234,606
(1)Calculated in accordance with Rule 457(o) and Rule 457(r).
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-179888
Prospectus Supplement
(To Prospectus dated March 2, 2012)

$1,400,000,000 5.80% Senior Notes, Series T, due 2022
$650,000,000 7.65% Senior Notes, Series U, due 2042

CenturyLink, Inc. is offering the Series T Notes and the Series U Notes pursuant to this prospectus supplement. The Series T
Notes will bear interest at the rate of 5.80% per year from the date of issuance to March 15, 2022, when they will mature, and the
Series U Notes will bear interest at the rate of 7.65% per year from the date of issuance to March 15, 2042, when they will mature.
We will pay interest on the Series T Notes and the Series U Notes semi-annually in arrears on March 15 and September 15 of each
year, beginning September 15, 2012.
We may redeem some or all of each series of the Notes at the redemption prices 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 each series of 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 the Notes involves risks. See "Risk Factors" beginning on page S-10 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

CenturyLink (2)
Per Series T Note

99.842%

0.650%

99.192%
Series T Note Total

$1,397,788,000
$ 9,100,000
$1,388,688,000
Per Series U Note

99.905%

0.875%

99.030%
Series U Note Total

$ 649,382,500
$ 5,687,500
$ 643,695,000
Total

$2,047,170,500
$14,787,500
$2,032,383,000
(1) Plus accrued interest, if any, from March 12, 2012, if settlement occurs after that date.
(2) Excluding our 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 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 March 12, 2012.

Joint Book-Running Managers

Barclays Capital

J.P. Morgan

Morgan Stanley

RBC Capital Markets
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Senior Co-Managers

Mizuho Securities

US Bancorp
SunTrust Robinson Humphrey
Co-Managers

Fifth Third Securities, Inc.

Morgan Keegan
The date of this prospectus supplement is March 5, 2012.
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Form 424b5
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Table of Contents
Table of Contents
Prospectus Supplement

Page
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-10
Use of Proceeds
S-13
Capitalization
S-14
Description of the Notes
S-15
Material United States Federal Income Tax Consequences
S-22
Underwriting
S-27
Legal Matters
S-29
Prospectus

About This Prospectus
1

The Companies
2

Risk Factors
2

Where You Can Find More Information
3

Cautionary Statement Regarding Forward-Looking Statements
4

Use of Proceeds
5

Ratio of Earnings to Fixed Charges
6

Description of Capital Stock of CenturyLink
8

Description of Debt Securities of CenturyLink
12
Description of Debt Securities of QC
20
Description of Depositary Shares of CenturyLink
27
Description of Warrants of CenturyLink
30
Description of Units of CenturyLink
32
Form of Securities
33
Plan of Distribution
37
Legal Matters
39
Experts
39
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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 the 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 those dates.
Unless otherwise provided in this prospectus supplement or the context requires otherwise, in this prospectus supplement:

· "CenturyLink," "we," "us" and "our" refer to CenturyLink, Inc. and not any of its subsidiaries (except in connection with
the description of our business under the headings "Cautionary Statement Regarding Forward-Looking Statements" and

"Prospectus Supplement Summary--CenturyLink" in this prospectus supplement, where such terms refer to the
consolidated operations of CenturyLink and its subsidiaries);

· "Embarq" refers to Embarq Corporation and not any of its subsidiaries (except for references to Embarq included under

the headings "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors", where such term refers
to the consolidated operations of Embarq and its subsidiaries, which we acquired on July 1, 2009);

· "QCII" refers to Qwest Communications International Inc. and not any of its subsidiaries;

· "Qwest" refers to QCII and its subsidiaries, which we acquired on April 1, 2011;

· "Savvis" refers to SAVVIS, Inc. and its subsidiaries, which we acquired on July 15, 2011; and

· "Notes" refer to the Series T Notes and the Series U Notes being offered pursuant to this prospectus supplement.

S-1
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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 anticipated performance, prospects, financial plans, business plans, indebtedness,
pension obligations, integration initiatives, 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. Factors that could
affect 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 those arising out of the Federal Communication Commission's October 27, 2011 order regarding
intercarrier compensation and the universal service fund); our ability to effectively adjust to changes in the communications industry
and changes in the composition of our markets and product mix caused by our recent acquisitions of Savvis, Qwest and Embarq; our
ability to successfully integrate the operations of Savvis, Qwest and Embarq into our operations, including the possibility that the
anticipated benefits from these acquisitions cannot be fully realized in a timely manner or at all, or that integrating the acquired
operations will be more difficult, disruptive or costly than anticipated; our ability to use net operating loss carryovers of Qwest in
projected amounts; the effects of changes in our assignment of the Savvis or Qwest purchase price to identifiable assets or liabilities
after the date hereof; 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; any adverse developments in legal proceedings involving us;
our ability to pay a $2.90 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 or other changes in our future cash requirements, whether
caused by unanticipated increases in capital expenditures, increases in pension funding requirements or otherwise; 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 this prospectus supplement or other of 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, pension or
administrative costs, in general market, labor or economic conditions, or in legislation, regulation or public policy. These and other
uncertainties related to our business, our July 2011 acquisition of Savvis, our April 2011 acquisition of Qwest and our July 2009
acquisition of Embarq are described in greater detail in Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2011, incorporated by reference into this prospectus supplement and the accompanying prospectus, 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 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.

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

CenturyLink Filings

Period or Date Filed
Annual Report on Form 10-K
Fiscal year ended December 31, 2011
Current Reports on Form 8-K
Filed on February 15, 2012, March 2, 2012 and March 5,
2012
Proxy Statement on Schedule 14A
Filed on April 6, 2011, as amended April 6, 2011 (which
contains information that has been updated by the Current
Report on Form 8-K filed on July 15, 2011 with respect to the
appointment of James E. Ousley as an executive officer of
CenturyLink, which is incorporated by reference into this
prospectus supplement and the accompanying prospectus)
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 address or telephone number: CenturyLink, Inc., 100 CenturyLink 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.

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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.

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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. Before making an investment decision, you should read this prospectus
supplement and the accompanying prospectus carefully, including "Risk Factors" and the documents incorporated by
reference herein and therein.
CenturyLink
We are an integrated communications company engaged primarily in providing an array of communications services to our
residential, business, governmental and wholesale customers. Our communications services include local and long-distance,
network and public access, private line (including special access), broadband, data, managed hosting (including cloud hosting),
colocation, and video services. In certain local and regional markets, we also provide local access and fiber transport services to
competitive local exchange carriers, and security monitoring.
As of December 31, 2011, we operated in 37 states approximately 14.6 million access lines, which are telephone lines
reaching from the customers' premises to a connection with the public switched telephone network. We also served
approximately 5.6 million broadband subscribers as of December 31, 2011.
Our principal executive office is located at 100 CenturyLink Drive, Monroe, Louisiana 71203 and our telephone number is
(318) 388-9000. Our website is located at www.CenturyLink.com. The information contained in our website is not a part of this
prospectus supplement or the accompanying prospectus.
Tender Offer
On March 5, 2012, Embarq commenced a cash tender offer, which we refer to as the "tender offer," to repurchase two series
of its outstanding debt securities for an aggregate purchase price of up to $2,050,000,000 as a means to extend the average
maturity and reduce the average weighted interest rate of the outstanding consolidated indebtedness of CenturyLink and its
subsidiaries. We expect to use the net proceeds from this offering, together with available cash and borrowings under our
revolving credit facility, to provide Embarq with the total amount of funds required to complete the tender offer, including the
payment of all accrued and unpaid interest payable on the debt securities purchased thereunder and all related fees and expenses.
The tender offer will expire at 12:00 midnight, New York City time, on March 30, 2012, unless extended. The tender offer is
not conditioned upon any minimum amount of debt securities being tendered, and, subject to applicable law, Embarq may, in its
sole discretion, increase or decrease the aggregate amount of debt securities subject to the tender offer. The tender offer is subject
to the satisfaction or waiver of certain conditions, including our completion of this offering (or another debt financing transaction)
in an amount sufficient, together with available cash and additional borrowings under our revolving credit facility not to exceed
$250 million, to fund all amounts required to complete the tender offer. The tender offer is being made on the terms and subject to
the conditions set forth in the offer to purchase, dated March 5, 2012, relating to the tender offer (the "Offer to Purchase"). The
tender offer is being made solely pursuant to, and is governed by, the Offer to Purchase. We cannot assure you that the tender offer
will be consummated in accordance with its terms, or at all, or that a significant principal amount of the debt securities subject to
the tender offer will be tendered and purchased thereunder. This offering is not conditioned upon the consummation of the tender
offer. Certain of the underwriters for this offering are also acting as dealer managers in connection with the tender offer.

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CenturyLink expects to record a charge to net income in the first quarter of 2012 relating to the premiums that it expects to
pay to tendering holders of Embarq's debt securities and estimated costs associated with the tender offer, which charge may be
material.
For additional information on the tender offer, see "Use of Proceeds" herein and our Current Report on Form 8-K filed with
the SEC on March 5, 2012.

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