Obligation Lumen Technologies 5.625% ( US156700AW62 ) en USD

Lumen Technologies

100 % ⇌

Etas-Unis

US156700AW62 ( en USD )

5.625% par an ( paiement semestriel )

01/04/2020 - Obligation échue

Prospectus brochure de l'obligation Lumen Technologies US156700AW62 en USD 5.625%, échue

2 000 USD

1 000 000 000 USD

156700AW6

N/A

L'Obligation émise par Lumen Technologies ( Etas-Unis ) , en USD, avec le code ISIN US156700AW62, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2020

Final Prospectus Supplement
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424B5 1 d505181d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-179888
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Registration
Title of each class of securities offered

Offering Price

Fee(1)
5.625% Senior Notes, Series V, due 2020

$988,750,000

$134,866

(1)
Calculated in accordance with Rule 457(o) and Rule 457(r).
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-179888
Prospectus Supplement
(To Prospectus dated March 2, 2012)
$1,000,000,000

5.625% Senior Notes, Series V, due 2020

The Notes being offered by CenturyLink, Inc. pursuant to this prospectus supplement will bear interest at the rate of 5.625% per year from the date of issuance to
April 1, 2020, when they will mature. We will pay interest on the Notes semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2013.
We may redeem the Notes, at any time in whole or from time to time in part, at the redemption price described in this prospectus supplement. In addition, at any
time on or prior to April 1, 2016, we may redeem up to 35% of the principal amount of Notes using the net proceeds of certain equity offerings. For additional
information, see "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. For additional information, see "Description of the Notes Purchase of Notes upon a Change of Control Repurchase
Event."
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. The Notes will not be guaranteed by any of our subsidiaries and therefore will be effectively subordinated to all
existing and future indebtedness and other obligations of our subsidiaries (other than indebtedness and obligations owed to us). 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-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

CenturyLink(2)
Per Note

100.00%

1.125%

98.875%
Total

$1,000,000,000
$11,250,000
$988,750,000
(1) Plus accrued interest, if any, from March 21, 2013, 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 21, 2013.

Joint Physical Book-Running Managers

J.P. Morgan
Barclays

Joint Book-Running Managers

Citigroup
SunTrust Robinson Humphrey

Co-Managers

Mitsubishi UFJ Securities

Mizuho Securities

US Bancorp

The date of this prospectus supplement is March 18, 2013.
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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-4
Prospectus Supplement Summary

S-5
Risk Factors

S-9
Use of Proceeds

S-12
Capitalization

S-13
Management

S-14
Description of the Notes

S-16
Material United States Federal Income Tax Consequences

S-23
Underwriting (Conflicts of Interest)

S-28
Legal Matters

S-31
Experts

S-32
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 from time to time. 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 its subsidiaries, which we acquired on July 1, 2009;

·
"Notes" refers to the 5.625% Senior Notes, Series V, due 2020 being offered pursuant to this prospectus supplement;

·
"QCII" refers to our wholly-owned subsidiary Qwest Communications International Inc. and not any of its subsidiaries;

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

·
"recent acquisitions" refers to our acquisitions of Embarq, Qwest and Savvis; and

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

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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 the Securities Act of 1933, as amended (the "Securities Act"), and 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. Forward-looking statements are all statements other than statements of historical fact, such as statements about our anticipated future operating and financial
performance, financial position and liquidity, tax position, contingent liabilities, pension obligations, growth opportunities and growth rates, business plans, integration
initiatives, transaction benefits, acquisition and divestiture opportunities, business prospects, regulatory and competitive outlook, investment and expenditure plans,
financing sources and general economic and business conditions, as well as other similar statements of our expectations, beliefs, future plans and strategies, anticipated
developments and other matters that are not historical facts, many of which are highlighted by words such as "may," "would," "could," "should," "plan," "believes,"
"expects," "anticipates," "estimates," "projects," "intends," "likely," "seeks," "hopes," or variations or similar expressions.
These forward-looking statements are based upon our judgment and assumptions as of the date such statements are made concerning future developments and
events, many of which are beyond our control. These forward-looking statements, and the assumptions upon which they are based, are inherently speculative and are
subject to a number of risks and uncertainties. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in those
statements if one or more of these risks or uncertainties materialize, or if our 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 the outcome of regulatory or judicial proceedings relating to

intercarrier compensation, access charges, universal service, broadband deployment and net neutrality;

·
our ability to successfully negotiate collective bargaining agreements on reasonable terms without work stoppages;

·
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;

·
our ability to successfully integrate recently-acquired operations into our incumbent operations, including the possibility that the anticipated benefits from

our recent 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;

·
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, including our ability to effectively respond to increased demands for

high-speed broadband service;

·
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;

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·
any adverse developments in legal or regulatory proceedings involving us;

·
our ability to continue to pay common share dividends in accordance with past practices, 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;

·
the effects of adverse weather;

·
other risks referenced 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 and our recent acquisitions are described in greater detail in Item 1A of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2012, incorporated by reference into this prospectus supplement and the accompanying prospectus, as may be 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 documents 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 and the accompanying prospectus specific documents that we have filed or will file 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 herein and therein 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
(which we refer to collectively below as the "incorporated documents"). 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, 2012
Current Reports on Form 8-K (excluding certain Current Reports "furnished" but
not "filed" with the SEC)

Filed on January 14, 2013
Proxy Statement on Schedule 14A

Filed on April 11, 2012
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 incorporated documents referred to above (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.
This prospectus supplement, the accompanying prospectus and the incorporated documents 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 any particular incorporated document is not necessarily complete and is
qualified in its entirety by the information and financial statements appearing in all of the incorporated documents and should be read together therewith. Any statement
contained in any particular incorporated document will be deemed to be modified or superseded to the extent that a statement contained in this prospectus supplement or
in any other incorporated document filed after such particular incorporated document 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 all incorporated documents.
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, wireless 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.
At December 31, 2012, we operated approximately 13.7 million access lines in 37 states, served approximately 5.8 million broadband subscribers, and
operated 54 data centers throughout North America, Europe and Asia.1
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.
Ratio of Earnings to Fixed Charges
The information below updates the ratio of consolidated earnings to fixed charges data appearing in the accompanying prospectus. For important information
regarding how these ratios are calculated, see "Ratio of Earnings to Fixed Charges" in the accompanying prospectus.
The table below sets forth our ratio of consolidated earnings to fixed charges for each of the years in the five-year period ended December 31, 2012. These
ratios are based on our historical consolidated financial statements incorporated by reference herein, which reflect our recent acquisitions only from and after the
respective dates of each such acquisition.

Year Ended December 31,

2008 2009 2010 2011 2012
Ratio of earnings to fixed charges

3.5 2.9 3.5 1.8 1.8
1 An "access line" is a telephone line connecting our customers' premises to the public switched telephone network and a "data center" is any facility where we
market, sell and deliver either colocation services or multi-tenant managed services.

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The Offering

Issuer
CenturyLink, Inc., a Louisiana corporation.

Notes
Under this prospectus supplement, we are offering $1,000,000,000 aggregate principal amount of
5.625% Senior Notes, Series V, due 2020.

Maturity Date
The Notes will mature on April 1, 2020.

Interest Rate
The annual interest rate for the Notes will be 5.625%.

Interest Payment Dates
April 1 and October 1 of each year, beginning on October 1, 2013.

No Security or Guarantees
None of our obligations under the Notes will be secured by collateral or guaranteed by any of our
subsidiaries or other persons.

Optional Redemption
We may redeem the Notes, at any time in whole or from time to time in part, at a redemption price
equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum
of the present values of the remaining scheduled payments of principal and interest on the Notes
being redeemed, discounted to the redemption date at the then current Treasury Rate applicable to the
Notes plus 50 basis points, together with any accrued and unpaid interest to, but not including, the
redemption date. In addition, at any time on or prior to April 1, 2016, we may redeem up to 35% of
the principal amount of the Notes with the net proceeds of certain equity offerings at a redemption
price equal to 105.625% of the principal amount of the Notes to be redeemed, together with any
accrued and unpaid interest to, but not including, the redemption date. For additional information, see
"Description of the Notes Optional Redemption."

Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event, as defined under "Description of the
Notes Purchase of Notes upon a Change of Control Repurchase Event," we will be required,
unless we have elected to redeem the Notes as described above, 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. For additional information, see "Description of the
Notes Purchase of Notes upon a Change of Control Repurchase Event."

Certain Covenants
The indenture governing the Notes contains covenants that, among other things, will limit our ability
to:

· incur, issue or create liens upon our property, and

· consolidate with or merge into, or transfer or lease all or substantially all of our assets to, any

other party.

These covenants are subject to important exceptions and qualifications that are described under the

heading "Description of Debt Securities of CenturyLink Merger and Consolidation" and "
Limitations on Liens" in the accompanying prospectus.

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"Reopening" of Notes
We may "reopen" the Notes at any time without the consent of the holders of the Notes and issue
additional debt securities with the same terms (except the issue price and issue date), which will
thereafter constitute a single fungible series with the Notes.

Ranking
The Notes 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. As of December 31,
2012, we had approximately $7.5 billion of unsecured and unsubordinated debt that would have
ranked equally with the Notes. We are a holding company and, therefore, the Notes will be
effectively subordinated to all existing and future obligations of our subsidiaries (other than
indebtedness and obligations owed to us) to the extent of the assets of our subsidiaries. As of
December 31, 2012, the aggregate principal amount of long-term debt of our subsidiaries (excluding
long-term debt classified as "Capital leases and other") was approximately $12.4 billion. For
additional information, see "Capitalization."

Form of Notes
The Notes will be issued in minimum denominations of $2,000 and any integral multiple of $1,000.
The Notes will be represented by one or more global Notes in fully registered form without interest
coupons. The global Notes will be deposited with the trustee as custodian for The Depository Trust
Company, which we refer to below as DTC, and registered in the name of a nominee of DTC.
Holders of Notes may elect to hold interests in a global Note only in the manner described in this
prospectus supplement. Any such interest may not be exchanged for certificated securities except in
limited circumstances described in this prospectus supplement. For additional information, see
"Description of the Notes Global Notes and Book-Entry System."

Use of Proceeds
We expect to receive net proceeds from the sale of the Notes in this offering of approximately
$987.5 million, after deducting the underwriting discount and our estimated expenses. We expect to
use these net proceeds to repay a portion of the indebtedness outstanding under our $2 billion
revolving credit facility, to repay our senior notes maturing on April 1, 2013 and for other general
corporate purposes. For additional information, see "Use of Proceeds."

No Listing
The Notes are not and are not expected to be listed on any national securities exchange.

Trustee, Registrar and Paying Agent
Regions Bank.

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