Obligation Luminary Technologies Inc 6.75% ( US156700AX46 ) en USD

Luminary Technologies Inc

100 % ▼

Etas-Unis

US156700AX46 ( en USD )

6.75% par an ( paiement semestriel )

30/11/2023 - Obligation échue

Prospectus brochure de l'obligation Lumen Technologies Inc US156700AX46 en USD 6.75%, échue

2 000 USD

750 000 000 USD

156700AX4

BB- ( Spéculatif )

B2 ( Très spéculatif )

Lumen Technologies Inc. est une entreprise américaine de télécommunications offrant des services de réseau, cloud, sécurité et communication à des clients commerciaux et gouvernementaux.

L'Obligation émise par Luminary Technologies Inc ( Etas-Unis ) , en USD, avec le code ISIN US156700AX46, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2023

L'Obligation émise par Luminary Technologies Inc ( Etas-Unis ) , en USD, avec le code ISIN US156700AX46, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Luminary Technologies Inc ( Etas-Unis ) , en USD, avec le code ISIN US156700AX46, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B5 1 d582684d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Title of each class of securities offered

Offering Price
Registration Fee(1)
6.75% Senior Notes, Series W, due 2023

$750,000,000
$96,600
(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)

6.75% Senior Notes, Series W, due 2023

The Notes being offered by CenturyLink, Inc. pursuant to this prospectus supplement will bear interest at the rate of 6.75% per
year from the date of issuance to December 1, 2023, when they will mature. Interest on the Notes will be payable semi-annually in
arrears on June 1 and December 1 of each year, beginning June 1, 2014.
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 December 1, 2016, 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 106.75% 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." Upon the occurrence of a "Change of Control Repurchase Event", as described in
this prospectus supplement, 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."
The Notes will be our senior unsecured obligations and 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 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) to the extent of the assets of our subsidiaries. We
do not plan to list the Notes on any national securities exchange.

Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on
page S-11 of this prospectus supplement.

Price to
Underwriting
Net Proceeds to

Public (1)

Discount

CenturyLink (2)
Per Note

100.00%

1.00%

99.00%
Total

$750,000,000
$7,500,000
$742,500,000
(1) Plus accrued interest, if any, from November 27, 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 named below 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 November 27, 2013.

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Joint Book-Running Managers

Wells Fargo Securities

BofA Merrill Lynch

Morgan Stanley
RBC Capital Markets

Co-Managers

Fifth Third Securities, Inc.

Regions Securities LLC

US Bancorp

The Williams Capital Group, L.P.
The date of this prospectus supplement is November 14, 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-6

Risk Factors
S-11
Use of Proceeds
S-15
Capitalization
S-16
Description of the Notes
S-17
Material United States Federal Income Tax Consequences
S-25
Underwriting
S-30
Legal Matters
S-34
Experts
S-34
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. Neither the
underwriters nor we have 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. Neither the underwriters nor we are 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 6.75% Senior Notes, Series W, due 2023 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,
growth rates, business plans, integration initiatives, transaction benefits, acquisition and divestiture opportunities, business prospects,
regulatory and competitive outlook, investment and expenditure plans, capital resources, 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.
Our 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, expressed 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 demand for high-speed broadband 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;

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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
Part II of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, 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.
As permitted by the SEC, 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
Quarterly Reports on Form 10-Q
Quarterly periods ended March 31, 2013, June 30, 2013 and
September 30, 2013
Current Reports on Form 8-K (excluding certain Current Reports
"furnished" but not "filed" with the SEC)
Filed on January 14, 2013, February 13, 2013 (filed portions
only), March 19, 2013, March 21, 2013, March 25, 2013,
May 15, 2013, May 23, 2013, May 28, 2013 and
November 14, 2013
Proxy Statement on Schedule 14A
Filed on April 10, 2013
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 (i) write us at
CenturyLink, Inc., 100 CenturyLink Drive, Monroe, Louisiana 71203, Attention: Investor Relations, or (ii) call 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 Notes 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. You should not rely on
or

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assume the accuracy of any representation or warranty in any agreement that we have filed or incorporated by reference as an exhibit
to this prospectus supplement or the accompanying prospectus because such representation or warranty may be subject to exceptions
and qualifications contained in separate disclosure schedules, may have been included in such agreement for the purpose of allocating
risk between the parties to the particular transaction, may apply standards of materiality in a manner different from what may be
viewed as material to you or other investors, and may no longer continue to be true as of any given date.
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 and consolidated historical financial statements
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 access, private line (including special access), public 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 September 30, 2013, we operated approximately 13.2 million access lines in 37 states, served approximately 5.9 million
broadband subscribers, and operated 55 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 and for the nine months ended September 30, 2013. 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.

Nine Months Ended

Year Ended December 31,

September 30,

2008 2009 2010 2011 2012
2013

Ratio of earnings to fixed charges

3.5 2.9 3.5 1.8 1.8 --
(2)
(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. Our
methodology for counting access lines may not be comparable to those of other companies.
(2) Fixed charges exceeded earnings by $127 million for the nine months ended September 30, 2013, which included a $1.1
billion non-cash goodwill impairment charge. If the impact of this $1.1 billion non-cash charge is disregarded, our ratio of
earnings to fixed charges for the nine months ended September 30, 2013 would have been 1.9.

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