Obligation Lumen Technologies 5.625% ( US156700AZ93 ) en USD

Lumen Technologies

99.9 % ▲

Etats-unis

US156700AZ93 ( en USD )

5.625% par an ( paiement semestriel )

31/03/2025

Prospectus brochure de l'obligation Lumen Technologies US156700AZ93 en USD 5.625%, échéance 31/03/2025

156700AZ9

CCC- ( Défaut imminent, avec quelques espoirs de recouvrement )

Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement )

01/04/2025 ( Dans 138 jours )

L'Obligation émise par Lumen Technologies ( Etats-unis ) , en USD, avec le code ISIN US156700AZ93, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2025

L'Obligation émise par Lumen Technologies ( Etats-unis ) , en USD, avec le code ISIN US156700AZ93, a été notée Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Moody's.

L'Obligation émise par Lumen Technologies ( Etats-unis ) , en USD, avec le code ISIN US156700AZ93, a été notée CCC- ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 d20501d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-206725
PROSPECTUS

Offer to Exchange
Up to $500,000,000 Registered 5.625% Senior Notes, Series X, due 2025 for
All Outstanding Unregistered 5.625% Senior Notes, Series X, due 2025

We are offering to exchange up to $500,000,000 aggregate principal amount of 5.625% Senior Notes, Series X, due 2025 that we have
registered under the Securities Act of 1933 (the "Registered Notes") for all $500,000,000 aggregate principal amount of our outstanding 5.625%
Senior Notes, Series X, due 2025 that we initially sold to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC on March 19, 2015 in a private offering (the "Unregistered Notes"). In this prospectus we
refer to the Registered Notes and the Unregistered Notes collectively as the "Notes."
The Exchange Offer

· We hereby offer to exchange all Unregistered Notes that are validly tendered and not withdrawn for an equal principal amount of Registered

Notes.

· The exchange offer will expire at 5:00 p.m. New York City time, on October 8, 2015, unless extended.

· You may withdraw any tender of your Unregistered Notes at any time before the exchange offer expires.

· The Registered Notes are substantially identical to the Unregistered Notes, except that the transfer restrictions and registration rights relating

to the Unregistered Notes will not apply to the Registered Notes.

· We believe that the exchange of Unregistered Notes will not be a taxable event for federal income tax purposes, but you should read

"Material United States Federal Income Tax Considerations" for more information.

· We will not receive any proceeds from the exchange offer.

· No public market currently exists for the Registered Notes. We do not intend to apply for listing of the Registered Notes on any securities

exchange or to arrange for them to be quoted on any quotation system.

Please see "Risk Factors" beginning on page 11 for a discussion of factors you should consider in connection
with the exchange offer.
Each broker-dealer that receives Registered Notes in exchange for outstanding Unregistered Notes that it acquired for its own account as a
result of market-making or other trading activities will be deemed to have acknowledged and agreed that it will deliver a prospectus in connection
with any resale of such Registered Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with such resales of Registered Notes. In order to facilitate such resales, we are required to provide sufficient copies of the
latest version of this prospectus to broker-dealers promptly upon request any time during a period of up to 180 days after the effective date of the
registration statement of which this prospectus forms a part. See "Plan of Distribution".
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Registered
Notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 10, 2015.
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Table of Contents
Table of Contents

Page
ABOUT THIS PROSPECTUS

1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

1
PROSPECTUS SUMMARY

3
RISK FACTORS

11
USE OF PROCEEDS

17
THE EXCHANGE OFFER

18
PLAN OF DISTRIBUTION

27
DESCRIPTION OF THE NOTES

28
BOOK-ENTRY; DELIVERY AND FORM

39
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

42
LEGAL MATTERS

47
EXPERTS

47
WHERE YOU CAN FIND MORE INFORMATION

47
This prospectus incorporates important business and financial information about CenturyLink, Inc. that is not set forth in or
delivered with this prospectus. You can request copies of such documents if you (1) write us at CenturyLink, Inc., 100 CenturyLink Drive,
Monroe, Louisiana 71203, Attention: Investor Relations, or (2) call us at (318) 388-9000. To ensure timely delivery you should make your
request to us no later than October 1, 2015, which is five business days prior to the expiration of the exchange offer. In the event that we
extend the exchange offer, you must submit your request at least five business days before the expiration date of the exchange offer, as
extended. We do not currently intend to extend the expiration date. See "The Exchange Offer" for more detailed information.
Unless otherwise provided in this prospectus or the context requires otherwise:

·
"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 "Cautionary Statement Regarding Forward-Looking Statements" and "Prospectus Summary--
CenturyLink" in this prospectus, where such terms refer to the consolidated operations of CenturyLink and its subsidiaries);

·
"Notes," "Registered Notes" and "Unregistered Notes" have the meanings specified on the cover page of this prospectus; and

·
"exchange offer" refers to our offer to exchange Registered Notes for Unregistered Notes on the terms and subject to the conditions

specified in this prospectus and the related letter of transmittal.

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-4 under the Securities Act of 1933, as amended ("Securities Act"), that we filed
with the United States Securities and Exchange Commission (the "SEC"). In making your decision whether to participate in the exchange offer,
you should rely only on the information contained in this prospectus and in the accompanying letter of transmittal. We have not authorized any
person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You
should not assume that the information appearing in this prospectus, or any document incorporated by reference herein, is accurate as of any date
other than the date on the front cover of those documents. Our business, financial condition, results of operations and prospects may have changed
since those dates. We are not making an offer to issue Registered Notes in any jurisdiction where the offer or sale is not permitted.
Moreover, this prospectus does not contain all of the information set forth in the registration statement and the exhibits thereto. We urge you
to refer to the registration statement and the exhibits thereto for more information. Statements made in this prospectus regarding the contents of
any contract or document filed as an exhibit to the registration statement are not necessarily complete and, in each instance, reference is hereby
made to the copy of such contract or document so filed. Each such statement is qualified in its entirety by such reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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This prospectus, including the documents incorporated herein, contains forward-looking statements within the meaning of 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 concerning the benefits that we expect will result from our operations, investments,
transactions and other activities, such as increased revenues or decreased expenditures; statements about our anticipated future operating and
financial performance, financial position and liquidity, tax position, contingent liabilities, growth opportunities and growth rates, acquisition and
divestiture opportunities, business prospects, regulatory and competitive outlook, investment and expenditure plans, dividend and stock repurchase
plans, capital allocation plans, investment results, financing alternatives and sources, and pricing plans; and 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 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, including product displacement;

·
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, data protection and net
neutrality);

·
our ability to effectively adjust to changes in the communications industry and changes in the composition of our markets and product

mix;

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·
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

demand for high-speed broadband services;

·
our ability to successfully introduce new product or service offerings on a timely and cost-effective basis;

·
the adverse impact on our business and network from possible equipment failures, security breaches or similar attacks on our network;

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

·
our ability to use our net operating loss carryforwards in projected amounts;

·
our continued access to credit markets on favorable terms;

·
our ability to collect our receivables from financially troubled companies;

·
our ability to maintain favorable relations with our key business partners, suppliers, vendors, landlords and financial institutions;

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

·
changes in our operating plans, corporate strategies, dividend payment plans or other capital allocation plans, including those caused by

changes in our cash requirements, capital expenditure needs, debt obligations, pension funding requirements, cash flows or financial
position, or other similar changes;

·
the effects of adverse weather;

·
other risks referenced in this prospectus or from time to time in 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.
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These and other uncertainties related to our business are described in greater detail in Item 1A of Part I of our Annual Report on Form 10-K
for the year ended December 31, 2014, as updated and supplemented by our subsequent SEC reports.
Our actual results could also be impacted by additional factors or risks that we currently deem immaterial, that are not presently known to us
or that arise in the future. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements, which speak only
as of the date of the specific document in which they appear. We undertake no obligation to update or revise any forward-looking statements for
any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Furthermore, any
information about our intentions contained in any of our forward-looking statements reflects our intentions as of the date of the specific document
in which they appear, and is based upon, among other things, the existing regulatory and technological environment, industry and competitive
conditions, and economic and market conditions, and our assumptions as of such date. We may change our intentions, strategies or plans (including
our dividend or stock repurchase plans) at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

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PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus, but may not contain all information that may be important to you.
We urge you to read this entire prospectus carefully, including "Risk Factors" and the consolidated financial statements and other
information included or incorporated by reference herein.
CenturyLink
We are an integrated communications company engaged primarily in providing an array of communications services to our residential
and business customers. Our communications services include local and long-distance, broadband, private line (including special access),
Multi-Protocol Label Switching, data integration, managed hosting (including cloud hosting), colocation, Ethernet, network and public access,
video, wireless and other ancillary services. At June 30, 2015, we operated approximately 12.1 million access lines in 37 states, served
approximately 6.1 million broadband subscribers and approximately 258,000 Prism TV subscribers, and operated 59 data centers throughout
North America, Europe and Asia.
We were incorporated in 1968 under the laws of the state of Louisiana.
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.
Our methodology for counting access lines, subscribers and data centers may not be comparable to those of other companies.

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The Exchange Offer
Subject to the terms and conditions specified in this prospectus, you are entitled to exchange your outstanding Unregistered Notes for
Registered Notes with substantially identical terms. The summary below describes the principal terms of the exchange offer and is not
intended to be complete. You should read the discussion under the heading "The Exchange Offer" for further information regarding the
exchange offer.

The Initial Offering of Unregistered Notes
We sold the Unregistered Notes on March 19, 2015 to Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC (the "Initial Purchasers"). The Initial Purchasers have
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advised us that they subsequently resold the Unregistered Notes to qualified institutional
buyers pursuant to Rule 144A promulgated under the Securities Act and to non-U.S.
Persons within the meaning of Regulation S promulgated under the Securities Act.

The Exchange
We are offering to exchange the Registered Notes for your Unregistered Notes. In order
to be exchanged, an Unregistered Note must be properly tendered and accepted.
Promptly after the expiration of the exchange offer, we intend to accept for exchange all
Unregistered Notes that are validly tendered and not validly withdrawn.

Registration Rights
Under a registration rights agreement with the Initial Purchasers executed as of March
19, 2015 as part of the offering of Unregistered Notes, we agreed to:

· file an exchange offer registration statement with the SEC in no event later than

December 14, 2015, pursuant to which Registered Notes will be offered in exchange
for the then outstanding Unregistered Notes;

· use our commercially reasonable efforts to (1) cause the exchange offer registration
statement to be declared effective by the SEC in no event later than February 12,

2016 and (2) consummate the exchange offer in no event later than March 18, 2016;
and

· cause the exchange offer to remain open for a period of not less than 20 business

days.

For more information, see "The Exchange Offer".

Resales
Based on existing SEC interpretations, we believe that the Registered Notes issued
pursuant to the exchange offer in exchange for Unregistered Notes may be offered for
resale, resold and otherwise transferred by you (unless you are our "affiliate" within the
meaning of Rule 405 of the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that you:

· are acquiring the Registered Notes in the ordinary course of business; and

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· have not engaged in, do not intend to engage in, and have no arrangement or

understanding with any person or entity, including any of our affiliates, to participate
in, a distribution of the Registered Notes.

Each broker-dealer that receives Registered Notes in exchange for Unregistered Notes
that were acquired for its own account as a result of market-making or other trading

activity will be required to deliver a prospectus in connection with any resale of the
Registered Notes.

For more information (including certain restrictions on who can rely upon the above-

described SEC interpretations), see "The Exchange Offer--Resales of the Registered
Notes" and "Plan of Distribution".

Expiration Time
The exchange offer will expire at 5:00 p.m., New York City time, on October 8, 2015,
unless we extend the exchange offer in our sole discretion, in which case references to
the "expiration date" or "expiration time" will mean the latest date and time to which the
exchange offer is extended. We do not currently intend to extend the expiration date or
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expiration time.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, some of which we may waive in
our discretion. For more information, see "The Exchange Offer--Conditions to the
Exchange Offer".

Exchange Procedures
By virtue of tendering your Unregistered Notes, you will be deemed to have represented
to us that, among other things:

· any Registered Notes that you receive will be acquired in the ordinary course of your

business;

· you have no arrangements or understandings with any person or entity, including any

of our affiliates, to participate in any distribution of the Registered Notes;

· you are not an "affiliate" of ours; and

· if you are a broker-dealer that will receive Registered Notes for your own account in
exchange for Unregistered Notes that were acquired as a result of market-making

activities or other trading activities, you will deliver a prospectus, as required by law,
in connection with any resale of the Registered Notes.

For more information, see "The Exchange Offer--Exchange Procedures".

Withdrawal of Tenders
A tender of Unregistered Notes pursuant to this exchange offer may be withdrawn at
any time prior to the expiration time.

Delivery of the Registered Notes
Registered Notes validly issued pursuant to this exchange offer will be delivered
promptly following the expiration time to holders who validly tender Unregistered
Notes.

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Consequences of Failure to Exchange
All untendered Unregistered Notes will continue to be subject to the restrictions on
transfer provided for in the Unregistered Notes and in the indenture governing the
Notes. In general, the Unregistered Notes may not be offered or sold unless registered
under the Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. Other than in
connection with this exchange offer, we do not anticipate that we will register the
Unregistered Notes under the Securities Act. For more information, see "The Exchange
Offer--Consequences of Failure to Exchange".

Material United States Federal Income Tax
We believe that the exchange of Unregistered Notes for Registered Notes in the
Consequences
exchange offer should not be a taxable event for U.S. federal income tax purposes. For
more information, see "Material United States Federal Income Tax Consequences".

Use of Proceeds
We will not receive any cash proceeds from the issuance of the Registered Notes.

Exchange Agent
Regions Bank is the exchange agent for this exchange offer (the "exchange agent"). The
address and telephone number of the exchange agent are set forth in the section
captioned "The Exchange Offer--Exchange Agent".

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Summary of the Notes
The summary below describes the principal terms of the Notes and is not intended to be complete. Certain of the terms and conditions
described below are subject to important limitations and exceptions. You should read the discussion under the heading "Description of the
Notes" for further information regarding the Notes.

Issuer
CenturyLink, Inc., a Louisiana corporation.

Notes
$500,000,000 aggregate principal amount of 5.625% Senior Notes, Series X, due 2025.
The terms of the Registered Notes are substantially identical to the terms of the
outstanding Unregistered Notes, except that the transfer restrictions and registration
rights relating to the Unregistered Notes do not apply to the Registered Notes.

Maturity Date
The Notes will mature on April 1, 2025.

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

Interest Payment Dates
Interest is payable with respect to the Notes on April 1 and October 1 of each year,
beginning on October 1, 2015.

Optional Redemption
At any time before January 1, 2025 (three months before the maturity date), we may
redeem the Notes, in whole or from time to time in part, at our option, at a redemption
price equal to the greater of (1) 100% of the principal amount of the Notes to be
redeemed or (2) 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. At any time
on or after January 1, 2025 (three months before the maturity date), we may redeem the
Notes, in whole or from time to time in part, at our option, at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed, 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, 2018, we may redeem up to 35% of the principal amount of the
Notes using 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, together with any accrued and unpaid interest to, but not
including, the date of repurchase. For additional information,

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see "Description of the Notes--Purchase of Notes Upon a Change of Control

Repurchase Event".

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.

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

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

· consolidate with or merge into, or sell, convey, transfer or otherwise dispose of 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 the Notes--Certain Covenants--Merger and

Consolidation" and "Description of the Notes--Certain Covenants--Limitations on
Liens".

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

Ranking
The Notes will rank senior in right of payment 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 be effectively subordinated in right of payment to
any of our future secured indebtedness to the extent of the value of the assets securing
any such indebtedness. As of June 30, 2015, we had approximately $8.7 billion of
unsecured and unsubordinated long-term 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 indebtedness and other obligations of our
subsidiaries (other than indebtedness and obligations owed to us) to the extent of the
assets of our subsidiaries. As of June 30, 2015, the aggregate principal amount of long-
term debt of our subsidiaries (excluding long-term debt classified as "Capital leases and
other obligations") was approximately $11.4 billion.
Risk Factors
The exchange offer and Notes involve various risks. You should carefully consider all of the information contained in or incorporated by
reference into this prospectus as well as the specific factors under the heading "Risk Factors" beginning on page 11.

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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the unaudited ratio of earnings to fixed charges on a consolidated basis for the periods indicated. For
purposes of the ratios presented below, (1) earnings include pre-tax earnings from continuing operations before adjustment for income or loss
from equity investees, fixed charges, amortization of capitalized interest, and distributed income of equity investees, less interest capitalized
and preferred stock dividend requirements, and (2) fixed charges include interest expensed and capitalized, amortized premiums, discounts and
capitalized expenses relating to indebtedness, an estimate of interest factor on rentals, and preferred stock dividend requirements.
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The table below sets forth CenturyLink's ratio of consolidated earnings to fixed charges for each of the years in the five-year period
ended December 31, 2014 and for the six months ended June 30, 2015. Due to the immaterial amount of CenturyLink preferred stock
outstanding, the ratio of consolidated earnings to fixed charges presented below does not differ materially from the ratio of consolidated
earnings to fixed charges and preferred stock dividends for any of the periods reflected below.

Six Months

Years Ended December 31,

Ended June 30,

2015

2014
2013

2012
2011

2010
Ratio of earnings to fixed charges

1.7
1.7
1.1(1)
1.8
1.8(2)
3.5(2)

(1)
Fixed charges for the year ended December 31, 2013 included a $1.092 billion non-cash goodwill impairment charge. If the impact of
this $1.092 billion non-cash charge is disregarded, our ratio of earnings to fixed charges for the year ended December 31, 2013 would
have been 1.9 (derived by dividing the sum of our 2013 earnings available for fixed charges of $1.675 billion plus the amount of the non-
cash goodwill impairment charge by our 2013 fixed charges of $1.486 billion).
(2)
These ratios do not give effect to our acquisition of Qwest Communications International Inc. for any period prior to April 1, 2011 or our
acquisition of SAVVIS, Inc. for any period prior to July 15, 2011.

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SELECTED HISTORICAL FINANCIAL DATA
The following tables set forth selected consolidated financial data for CenturyLink. The selected statement of operations data for the six
months ended June 30, 2015 and 2014 and the selected balance sheet data as of June 30, 2015 have been derived from CenturyLink's
unaudited consolidated financial statements. In the opinion of CenturyLink's management, all adjustments considered necessary for a fair
presentation of the interim June 30 financial information have been included. The selected statement of operations data for each of the years
ended December 31, 2014, 2013, 2012, 2011 and 2010 and the selected balance sheet data as of December 31, 2014, 2013, 2012, 2011 and
2010 have been derived from CenturyLink's consolidated financial statements that were audited by KPMG LLP, except as noted below. The
following information should be read together with CenturyLink's consolidated financial statements, the notes related thereto and
management's related reports on CenturyLink's financial condition and performance, all of which are contained in CenturyLink's reports filed
with the SEC and incorporated herein by reference. See "Where You Can Find More Information". The operating results for the six months
ended June 30, 2015 are not necessarily indicative of the results to be expected for any future period.

Six Months

Ended June 30,

Years Ended December 31,

2015

2014

2014

2013

2012

2011

2010

(Unaudited)

(Dollars in millions, except per-share amounts and shares in thousands)

Selected Statement of Operations Data

Operating revenues
$
8,870
9,079 18,031 18,095 18,376 15,351
7,042
Operating income

1,198
1,308
2,410
1,453
2,713
2,025
2,060
Net income attributable to CenturyLink, Inc.

335
396
772
(239)
777
573
948
Earnings per common share

Basic

0.60
0.69
1.36
(0.40)
1.25
1.07
3.13
Diluted

0.60
0.69
1.36
(0.40)
1.25
1.07
3.13
Dividends per common share

1.08
1.08
2.16
2.16
2.90
2.90
2.90
Weighted average basic shares outstanding
560,304 571,225 568,435 600,892 620,205 532,780 300,619
Weighted average diluted shares outstanding
561,362 572,244 569,739 600,892 622,285 534,121 301,297

June 30,

December 31,

2015

2014
2013
2012
2011 2010

(Unaudited)

(Dollars in millions, except operating data in thousands)

Selected Balance Sheet Data

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Net property, plant and equipment
$
18,089 18,433 18,646 18,909 19,361 8,754
Goodwill

20,758 20,755 20,674 21,627 21,627 10,261
Total assets

48,977 50,147 51,787 53,940 55,964 22,038
Long-term debt, including current portion

20,353 20,671 20,966 20,605 21,836 7,328
Stockholders' equity

14,587 15,023 17,191 19,289 20,827 9,647
Selected Operating Data (unaudited)

Total broadband subscribers

6,108 6,082 5,991 5,851 5,655 2,349
Total access lines

12,109 12,394 13,002 13,751 14,587 6,489

10
Table of Contents
RISK FACTORS
Before you decide to participate in the exchange offer, you should carefully consider the risks described below and the risks disclosed in
Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, as may be updated and supplemented in
our subsequent SEC reports, as well as the other information included or incorporated by reference in this prospectus. See "Where You Can Find
More Information". Our business, financial condition, results of operations or prospects could also be materially impacted by additional risks and
uncertainties that are not currently known to us, that we currently consider to be immaterial, that arise in the future or that are not specific to us.
Risks Related to the Exchange Offer
Your Unregistered Notes will not be accepted for exchange if you fail to follow the exchange offer procedures.
We will not accept your Unregistered Notes for exchange if you do not follow the exchange offer procedures. We will issue Registered
Notes as part of this exchange offer only after a timely tender of Unregistered Notes. If you do not validly tender your Unregistered Notes by the
expiration date of the exchange offer, we will not accept your Unregistered Notes for exchange. If there are defects or irregularities with respect to
your tender of Unregistered Notes, we will not be required to accept such Unregistered Notes for exchange. We are under no duty to give
notification of defects or irregularities with respect to tenders of Unregistered Notes for exchange.
If you do not exchange your Unregistered Notes, your Unregistered Notes will continue to be subject to the existing transfer restrictions
and you may not be able to sell your Unregistered Notes.
We did not register the Unregistered Notes, nor do we intend to do so following the exchange offer. Unregistered Notes that are not validly
tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the
securities laws, all of which are described in detail elsewhere herein. If you do not exchange your Unregistered Notes in connection with the
exchange offer, you will lose your right to have such Unregistered Notes registered under the federal securities laws. As a result, if you hold
Unregistered Notes after the exchange offer, you may not be able to sell your Unregistered Notes. See "The Exchange Offer--Consequences of
Failure to Exchange". Because we anticipate that most of the note holders will elect to exchange their outstanding Unregistered Notes, we expect
that the liquidity of the market for any outstanding Unregistered Notes remaining after the completion of the exchange offer may be substantially
reduced and thereby adversely affected.
For a variety of reasons, you may not be able to resell your Registered Notes.
Although the Registered Notes will be registered under the Securities Act, they will constitute a new issue of securities with no established
trading market. We cannot assure you that an active trading market will develop, or that you will be able to sell your Registered Notes in a timely
manner or at all. For additional information on the limited liquidity of the Notes, see "--Risks Related to the Notes--The Notes do not have an
established trading market, which may, among several other factors, negatively affect their liquidity or market value."
As described further under the heading "The Exchange Offer--Resales of the Registered Notes," the SEC has issued certain no-action letters
to third parties that lead us to believe that recipients of Registered Notes issued pursuant to the exchange offer may, subject to certain exceptions,
freely transfer their Registered Notes, provided such recipient acquires the Registered Notes in the ordinary course of business and has not engaged
or will not engage, directly or indirectly, in a distribution of the Registered Notes. However, you should be aware that the SEC's no-action letters
apply solely to the recipients of the letters, and we do not intend to confirm this treatment with the SEC. Accordingly, we cannot assure you that
the staff of the SEC would make similar determinations with respect to the exchange offer being made hereunder.
http://www.sec.gov/Archives/edgar/data/18926/000119312515317088/d20501d424b3.htm[9/10/2015 2:55:19 PM]

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