UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2014~~March 31, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-7784

CENTURYLINK, INC.

(Exact name of registrant as specified in its charter)




Louisiana (State or other jurisdiction of incorporation or organization)	72-0651161 (I.R.S. Employer Identification No.)
100 CenturyLink Drive, Monroe, Louisiana (Address of principal executive offices)	71203 (Zip Code)

(318) 388-9000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

On ~~August 1, 2014,~~April 30, 2015, there were ~~570,164,804~~563,749,179 shares of common stock outstanding.

TABLE OF CONTENTS




Part I.	Financial Information:
Item 1.	Financial Statements
	Consolidated Statements of Operations (Unaudited)	3
	Consolidated Statements of Comprehensive Income (Unaudited)	4
	Consolidated Balance Sheets (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	6
	Consolidated Statements of Stockholders' Equity (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)*	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4238
Item 4.	Controls and Procedures	4238
Part II.	Other Information:
Item 1.	Legal Proceedings	4339
Item 1A.	Risk Factors	4339
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5957
Item 6.	Exhibits	6058
Signature		7271

* All references to "Notes" in this quarterly report refer to these Notes to Consolidated Financial Statements.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CENTURYLINK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2014			2013		2014		2013		2015			2014
	(Dollars in millions except per share amounts and shares in thousands)									(Dollars in millions except per share amounts and shares in thousands)
OPERATING REVENUES	$	4,541		4,525		9,079		9,038		$	4,451		4,538
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	1,962			1,873		3,897		3,669		1,911			1,935
Selling, general and administrative	831			814		1,674		1,632		851			843
Depreciation and amortization	1,093			1,123		2,200		2,240		1,040			1,107
Total operating expenses	3,886			3,810		7,771		7,541		3,802			3,885
OPERATING INCOME	655			715		1,308		1,497		649			653
OTHER INCOME (EXPENSE)
OTHER (EXPENSE) INCOME
Interest expense	(325		)	(325	)	(656	)	(641	)	(328		)	(331	)
Other (expense) income, net	(7		)	4		2		43
Total other income (expense)	(332		)	(321	)	(654	)	(598	)
Other income, net										2			9
Total other expense, net										(326		)	(322	)
INCOME BEFORE INCOME TAX EXPENSE	323			394		654		899		323			331
Income tax expense	130			125		258		332		131			128
NET INCOME	$	193		269		396		567		$	192		203
BASIC AND DILUTED EARNINGS PER COMMON SHARE
BASIC	$	0.34		0.45		0.69		0.93		$	0.34		0.35
DILUTED	$	0.34		0.44		0.69		0.92		$	0.34		0.35
DIVIDENDS DECLARED PER COMMON SHARE	$	0.54		0.54		1.08		1.08		$	0.54		0.54
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC	567,915			604,302		571,225		611,862		561,969			574,535
DILUTED	569,032			605,602		572,244		613,338		563,505			575,456

See accompanying notes to consolidated financial statements.

CENTURYLINK, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,			Three Months Ended March 31,
	2014		2013		2014	2013		2015			2014
	(Dollars in millions)							(Dollars in millions)
NET INCOME	$	193	269		396	567		$	192		203
OTHER COMPREHENSIVE INCOME:
Items related to employee benefit plans:
Change in net actuarial loss, net of $(2), $(10), $(4) and $(18) tax	3		11		6	24
Change in net prior service credit, net of $(3), $—, $(5) and $(1) tax	5		1		8	2
Foreign currency translation adjustment and other, net of $—, $2, $— and $— tax	8		(5	)	9	(13	)
Change in net actuarial loss, net of $(15) and $(2) tax								23			3
Change in net prior service credit, net of $(2) and $(2) tax								4			3
Foreign currency translation adjustment and other, net of $— and $— tax								(11		)	1
Other comprehensive income	16		7		23	13		16			7
COMPREHENSIVE INCOME	$	209	276		419	580		$	208		210

See accompanying notes to consolidated financial statements.

CENTURYLINK, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2014			December 31, 2013		March 31, 2015			December 31, 2014
	(Dollars in millions and shares in thousands)					(Dollars in millions and shares in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	181		168		$	155		128
Accounts receivable, less allowance of $145 and $155	1,986			1,977
Accounts receivable, less allowance of $163 and $162						1,973			1,988
Deferred income taxes, net	803			1,165		718			880
Other	628			597		622			580
Total current assets	3,598			3,907		3,468			3,576
NET PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment	35,404			34,307		37,100			36,718
Accumulated depreciation	(16,969		)	(15,661	)	(18,917		)	(18,285	)
Net property, plant and equipment	18,435			18,646		18,183			18,433
GOODWILL AND OTHER ASSETS
Goodwill	20,674			20,674		20,753			20,755
Customer relationships, less accumulated amortization of $4,174 and $3,641	5,402			5,935
Other intangible assets, less accumulated amortization of $1,534 and $1,401	1,676			1,802
Other	829			823
Customer relationships, less accumulated amortization of $4,932 and $4,682						4,644			4,893
Other intangible assets, less accumulated amortization of $1,809 and $1,729						1,616			1,647
Other, net						856			843
Total goodwill and other assets	28,581			29,234		27,869			28,138
TOTAL ASSETS	$	50,614		51,787		$	49,520		50,147
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	1,188		785		$	202		550
Accounts payable	1,153			1,111		1,068			1,226
Accrued expenses and other liabilities
Salaries and benefits	572			650		578			641
Income and other taxes	342			339		418			309
Interest	264			273		315			256
Other	208			514		259			210
Advance billings and customer deposits	716			737		739			726
Total current liabilities	4,443			4,409		3,579			3,918
LONG-TERM DEBT	19,771			20,181		20,254			20,121
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes, net	4,610			4,753		3,921			4,030
Benefit plan obligations, net	3,924			4,049		5,755			5,808
Other	1,268			1,204		1,246			1,247
Total deferred credits and other liabilities	9,802			10,006		10,922			11,085
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY
Preferred stock—non-redeemable, $25.00 par value, authorized 2,000 shares, issued and outstanding 7 and 7 shares	—			—		—			—
Common stock, $1.00 par value, authorized 1,600,000 and 1,600,000 shares, issued and outstanding 571,344 and 583,637 shares	571			584
Common stock, $1.00 par value, authorized 1,600,000 and 1,600,000 shares, issued and outstanding 565,530 and 568,517 shares						566			569
Additional paid-in capital	16,671			17,343		16,059			16,324
Accumulated other comprehensive loss	(779		)	(802	)	(2,001		)	(2,017	)
Retained earnings	135			66		141			147
Total stockholders' equity	16,598			17,191		14,765			15,023
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	50,614		51,787		$	49,520		50,147

See accompanying notes to consolidated financial statements.

CENTURYLINK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,					Three Months Ended March 31,
	2014			2013		2015			2014
	(Dollars in millions)					(Dollars in millions)
OPERATING ACTIVITIES
Net income	$	396		567		$	192		203
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,200			2,240		1,040			1,107
Impairment of assets	32			—		8			—
Deferred income taxes	208			307		37			106
Provision for uncollectible accounts	63			65		42			30
Gain on sale of intangible assets	—			(32	)
Net long-term debt premium amortization	(21		)	(32	)	(4		)	(11	)
Changes in current assets and current liabilities:
Share-based compensation						18			19
Changes in current assets and liabilities:
Accounts receivable	(72		)	(48	)	(27		)	60
Accounts payable	75			123		(80		)	123
Accrued income and other taxes	(11		)	(11	)	136			65
Other current assets and other current liabilities, net	(356		)	(163	)
Other current assets and liabilities, net						(16		)	(295	)
Retirement benefits	(102		)	(220	)	(9		)	(28	)
Changes in other noncurrent assets and liabilities, net	66			48		(10		)	3
Other, net	31			12		9			(2	)
Net cash provided by operating activities	2,509			2,856		1,336			1,380
INVESTING ACTIVITIES
Payments for property, plant and equipment and capitalized software	(1,401		)	(1,410	)	(616		)	(670	)
Proceeds from sale of intangible assets or property	—			75		14			1
Other, net	(18		)	23		(8		)	(13	)
Net cash used in investing activities	(1,419		)	(1,312	)	(610		)	(682	)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	—			1,740		594			—
Payments of long-term debt	(121		)	(1,018	)	(386		)	(47	)
Net borrowings (payments) on credit facility	120			(775	)
Net (payments) borrowings on credit facility						(425		)	30
Dividends paid	(616		)	(661	)	(304		)	(309	)
Net proceeds from issuance of common stock	32			40		8			7
Repurchase of common stock	(493		)	(867	)	(185		)	(328	)
Other, net	1			—		(1		)	—
Net cash used in financing activities	(1,077		)	(1,541	)	(699		)	(647	)
Net increase in cash and cash equivalents	13			3		27			51
Cash and cash equivalents at beginning of period	168			211		128			168
Cash and cash equivalents at end of period	$	181		214		$	155		219
Supplemental cash flow information:
Income taxes (paid), net	$	(23	)	(46	)
Interest (paid) (net of capitalized interest of $22 and $18)	$	(672	)	(647	)
Income taxes paid, net						$	(5	)	(10	)
Interest paid (net of capitalized interest of $13 and $10)						$	(270	)	(265	)

See accompanying notes to consolidated financial statements.

CENTURYLINK, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)


	Six Months Ended June 30,					Three Months Ended March 31,
	2014			2013		2015			2014
	(Dollars in millions)					(Dollars in millions)
COMMON STOCK
Balance at beginning of period	$	584		626		$	569		584
Issuance of common stock through dividend reinvestment, incentive and benefit plans	2			2		2			1
Repurchase of common stock	(15		)	(24	)	(5		)	(10	)
Balance at end of period	571			604		566			575
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period	17,343			19,079		16,324			17,343
Issuance of common stock through dividend reinvestment, incentive and benefit plans	30			38		6			6
Repurchase of common stock	(441		)	(845	)	(168		)	(298	)
Shares withheld to satisfy tax withholdings	(14		)	(16	)	(15		)	(9	)
Dividends declared						(105		)	(184	)
Share-based compensation and other, net	42			35		17			16
Dividends declared	(289		)	—
Balance at end of period	16,671			18,291		16,059			16,874
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance at beginning of period	(802		)	(1,701	)	(2,017		)	(802	)
Other comprehensive income	23			13		16			7
Balance at end of period	(779		)	(1,688	)	(2,001		)	(795	)
RETAINED EARNINGS
Balance at beginning of period	66			1,285		147			66
Net income	396			567		192			203
Dividends declared	(327		)	(659	)	(198		)	(125	)
Balance at end of period	135			1,193		141			144
TOTAL STOCKHOLDERS' EQUITY	$	16,598		18,400		$	14,765		16,798

See accompanying notes to consolidated financial statements.

CENTURYLINK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Unless the context requires otherwise, references in this report to "CenturyLink," "we," "us" and "our" refer to CenturyLink, Inc. and its consolidated subsidiaries.

(1) Basis of Presentation

General

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, broadband, private line (including special access), ~~Multiprotocol~~Multi-Protocol Label Switching ("MPLS"), data integration, managed hosting (including cloud hosting), colocation, Ethernet, network access, public access, wireless, video and other ancillary services.

Our consolidated balance sheet as of December 31, ~~2013~~2014, which was derived from our audited consolidated financial statements, and our unaudited interim consolidated financial statements provided herein have been prepared in accordance with the instructions for Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission ("SEC"); however, in our opinion, the disclosures made are adequate to make the information presented not misleading. We believe that these consolidated financial statements include all normal recurring adjustments necessary to fairly present the results for the interim periods. The consolidated results of operations for the first ~~six~~three months of the year are not necessarily indicative of the consolidated results of operations that might be expected for the entire year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

The accompanying consolidated financial statements include our accounts and the accounts of our ~~subsidiaries over which we exercise control. All intercompany~~subsidiaries. Intercompany amounts and transactions with our consolidated subsidiaries have been eliminated.

During the second quarter of 2014, we began negotiations of a sale-leaseback transaction of an office building and as a result of the indicated offer price we recorded an impairment charge of $16 million, which is included in selling, general and administrative expense in our consolidated statements of operations for the three and six months ended June 30, 2014. We evaluated the indicated offer price using market conditions and determined that it represented a level 3 estimate of the fair value of the building. The negotiations on the sale of the office building are not final and the sales price could still change.

To simplify the overall presentation of our consolidated financial statements, we report immaterial amounts attributable to noncontrolling interests in certain of our subsidiaries as follows: (i) income attributable to noncontrolling interests in other income, ~~(expense),~~net, (ii) equity attributable to noncontrolling interests in additional paid-in capital and (iii) cash flows attributable to noncontrolling interests in other, net financing activities.

We pay dividends out of retained earnings to the extent we have retained earnings on the date the dividend is declared. If the dividend is in excess of our retained earnings ~~balance~~ on the declaration date, then the excess is ~~recorded to~~drawn from our additional paid-in capital.

We reclassified certain prior period amounts to conform to the current period presentation, including the categorization of our revenues and our segment ~~expense~~ reporting. See Note 7—Segment Information for additional information. These changes had no impact on total operating revenues, total operating expenses or net income for any period.

Change in Estimates

During the third quarter of 2014, we developed a plan to migrate customers from one of our networks to another between the fourth quarter of 2014 through the fourth quarter of 2015. As a result, ~~of our annual reviews to evaluate the reasonableness of the depreciable lives for our property, plant and equipment, effective January 2014,~~ we ~~changed the~~implemented changes in estimates ofthat reduced the remaining economic lives of certain ~~switch~~network assets. Although they are more than fully offset by decreases in depreciation expense resulting from normal aging of our property, plant and ~~circuit network equipment. These~~equipment, these changes in the estimated remaining economic lives resulted in ~~a net~~an increase in depreciation expense of approximately ~~$20 million and $39~~$12 million for the three ~~and six~~ months ended ~~June 30, 2014, respectively,~~March 31, 2015, and are expected to ~~result in a net~~ increase in depreciation expense ofby approximately ~~$78~~$48 million for the year ending December 31, ~~2014.~~2015. This ~~net~~ increase in depreciation expense, net of tax, reduced consolidated net income by approximately ~~$12~~$7 million, or ~~$0.02 per basic and diluted common share, and $24 million, or $0.04~~$0.01 per basic and diluted common share, for the three ~~and six~~ months ended ~~June 30, 2014, respectively,~~March 31, 2015, and is expected to reduce consolidated net income by approximately ~~$48~~$30 million, or ~~$0.08~~$0.05 per basic and diluted common share for the year ending December 31, ~~2014.~~2015.

During the fourth quarter 2013, we changed the estimates of the remaining economic lives of certain intangible assets, specifically, the Savvis trade name, which is no longer being utilized due to the previously announced trade name change from Savvis to CenturyLink Technology Solutions ("CTS"), and certain Savvis cloud software, which has been replaced by cloud software acquired through our more recent acquisitions. These changes resulted in a net increase in amortization expense of approximately $23 million for the six months ended June 30, 2014. This net increase in amortization expense, net of tax, reduced consolidated net income by approximately $14 million, or $0.02 per basic and diluted common share for the six months ended June 30, 2014. For the three months ended June 30, 2014, we recognized an immaterial amount of amortization expense on the Savvis cloud software. As of June 30, 2014, the Savvis trade name and the Savvis cloud software has been fully amortized.

Recent Accounting Pronouncements

Debt Issuance Costs

On ~~May 28, 2014,~~April 7, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, “Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015, and must be adopted by retrospectively applying the new standard to all periods presented in the financial statements. ASU 2015-03 may be adopted early for any financial statements that have not been issued.

ASU 2015-03 requires that the deferred costs associated with a debt issuance be recognized as a reduction in the carrying amount of the related debt rather than presented as a deferred charge included in other assets in our financial statements. ASU 2015-03 does not change the pattern of recognition for the deferred debt issuance costs. As of March 31, 2015, we have approximately $172 million of unamortized debt issuance costs that upon adoption of ASU 2015-03 will be reclassified out of other assets and recognized as a reduction in the carrying value of our long-term debt.

Revenue Recognition

On May 28, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09” or “new standard”). The new standard is effective for annual and interim periods beginning January 1, 2017, and early adoption is prohibited. On April 1, 2015, the FASB proposed to defer the effective date of ASU 2014-09 by one year until January 1, 2018, but would allow early adoption as of the original January 1, 2017 effective date. ASU 2014-09 may be adopted by applying the provisions of the new standard on a retrospective basis to the periods included in the financial statements or on a modified retrospective basis which would result in the recognition of a cumulative effect of adopting ASU 2014-09 in the first quarter of 2017. We have not yet decided which implementation method we will adopt.

The new standard replaces virtually all existing generally accepted accounting principles (“GAAP”) on revenue recognition and replaces them with a principles-based approach for determining revenue recognition using a new five step model. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs. We currently do not defer any contract acquisition costs and defer contract fulfillment costs only up to the extent of any revenue deferred.

We are studying the new standard and ~~starting to evaluate and determine~~are in the early stages of assessing the impact the new standard will have on ~~the timing of revenue recognition under~~us and our ~~customer agreements and the amount of contract related costs that will be deferred.~~consolidated financial statements. We cannot, however, provide any estimate of the impact of adopting the new standard at this time.

(2) Long-Term Debt and Credit Facilities

~~As of the dates indicated below, our long-term~~Long-term debt, including unamortized discounts and premiums, ~~was~~consisted of borrowings by CenturyLink, Inc. and certain of its subsidiaries, including Qwest Corporation ("QC"), Qwest Capital Funding, Inc. and Embarq Corporation and subsidiaries ("Embarq"), were as follows:


	Interest Rates	Maturities	June 30, 2014			December 31, 2013		Interest Rates	Maturities	As of March 31, 2015			As of December 31, 2014
			(Dollars in millions)							(Dollars in millions)
CenturyLink, Inc.
Senior notes	5.000% - 7.650%	2015 - 2042	$	7,825		7,825		5.150% - 7.650%	2017 - 2042	$	7,975		7,825
Credit facility ⁽¹⁾	2.160% - 4.250%	2017	845			725		1.910% - 4.000%	2019	300			725
Term loan	2.400%	2019	391			402		1.930%	2019	374			380
Subsidiaries
Qwest Communications International Inc. ⁽²⁾
Qwest Corporation
Senior notes	6.125% - 8.375%	2014 - 2053	8,392			8,392		6.125% - 8.375%	2015 - 2054	7,311			7,311
Embarq Corporation ("Embarq")
Term Loan								1.930%	2025	100			—
Qwest Capital Funding, Inc.
Senior notes								6.500% - 7.750%	2018 - 2031	981			981
Embarq Corporation and subsidiaries
Senior notes	7.082% - 7.995%	2016 - 2036	2,669			2,669		7.082% - 7.995%	2016 - 2036	2,669			2,669
First mortgage bonds	7.125% - 8.770%	2017 - 2025	232			262		7.125% - 8.770%	2017 - 2025	232			232
Other	9.000%	2019	150			150		9.000%	2019	150			150
Capital lease and other obligations	Various	Various	553			619		Various	Various	479			509
Unamortized discounts, net			(98		)	(78	)			(115		)	(111	)
Total long-term debt			20,959			20,966				20,456			20,671
Less current maturities			(1,188		)	(785	)			(202		)	(550	)
Long-term debt, excluding current maturities			$	19,771		20,181				$	20,254		20,121

______________________________________________________________________


⁽¹⁾	The outstanding ~~amounts~~amount of our credit facility ("Credit Facility") borrowings at ~~June 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014, were ~~$845~~$300 million and $725 million, respectively, with weighted average interest rates of ~~2.642%~~1.930% and ~~2.176%~~2.270%, respectively. These amounts change on a regular basis.


~~(2)~~	~~The information presented here includes Qwest Corporation's senior notes of $7.411 billion and Qwest Capital Funding, Inc.'s senior notes of $981 million as of June 30, 2014 and December 31, 2013.~~

New Issuances

On March 19, 2015, we issued $500 million aggregate principal amount of 5.625% Notes due 2025, in exchange for net proceeds, after deducting underwriting discounts and other expenses, of approximately $494 million. The Notes are senior unsecured obligations and may be redeemed, in whole or in part, at any time before January 1, 2025 at a redemption price equal to the greater of 100% of the principal amount of the Notes or the sum of the present value of the remaining scheduled payments of principal and interest on the Notes, discounted to the redemption date in the manner described in the Notes, plus accrued and unpaid interest to the redemption date. At any time on or after January 1, 2025, we may redeem the Notes at par plus accrued and unpaid interest to 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 at a redemption price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with net cash proceeds of certain equity offerings. Under certain circumstances, we will be required to make an offer to repurchase the Notes at a price of 101% of the aggregate principal amount plus accrued and unpaid interest to the repurchase date.

Repayments

On ~~April 1, 2014, a subsidiary of Embarq Corporation ("Embarq")~~February 17, 2015, we paid at maturity the ~~$30~~$350 million principal and accrued and unpaid interest due under our Series M 5.000% Notes.

Term Loans and Revolving Line of Credit

On March 13, 2015, we amended our term loan agreement to reduce the interest rate payable by us thereunder and to modify some covenants to provide additional flexibility.

On February 20, 2015, QC entered into a term loan in the amount of $100 million with CoBank, ACB. The outstanding unpaid principal amount of ~~its 7.46% first mortgage bonds.~~this term loan plus any accrued and unpaid interest is due on February 20, 2025, the maturity date of the loan. Interest is paid quarterly based upon either the London Interbank Offered Rate (“LIBOR”) or the base rate (as defined in the credit agreement) plus an applicable margin between 1.50% to 2.50% per annum for LIBOR loans and 0.50% to 1.50% per annum for base rate loans depending on QC's then current senior unsecured long-term debt rating. As of March 31, 2015, the outstanding principle balance on this term loan was $100 million.

In January 2015, we entered into a $100 million uncommitted revolving line of credit with one of the lenders under the Credit Facility.

Covenants

As of ~~June 30, 2014~~March 31, 2015, we believe we were in compliance with the provisions and covenants contained in our Credit Facility and other material debt agreements.

(3) Severance and Leased Real Estate

Periodically, we have reductions in our workforce and have accrued liabilities for the related severance costs. These workforce reductions resulted primarily from the progression or completion of our post-acquisition integration plans, increased competitive pressures, cost reduction initiatives and reduced workload demands due to the loss of customers purchasing certain legacy ~~revenues.~~services.

We report severance liabilities within accrued expenses and other ~~liabilities-salaries~~liabilities - salaries and benefits in our consolidated balance sheets and report severance expenses in cost of services and products and selling, general and administrative expenses in our consolidated statements of ~~operations but, as~~operations. As noted in Note 7—Segment Information, we do not allocate these severance expenses to our segments.

We have recognized liabilities to reflect our estimates of the fair values of the existing lease obligations for real estate which we have ceased using, net of estimated sublease rentals. Our fair value estimates were determined using discounted cash flow methods. We recognize expense to reflect accretion of the discounted liabilities and periodically we adjust the expense when our actual subleasing experience differs from our initial estimates. We report the current portion of liabilities for ceased-use real estate leases in accrued expenses and other ~~liabilities-other~~liabilities - other and report the noncurrent portion in deferred credits and other liabilities in our consolidated balance sheets. We report the related expenses in selling, general and administrative expenses in our consolidated statements of operations. At ~~June 30, 2014~~March 31, 2015, the current and noncurrent portions of our leased real estate accrual were $1612 million and $8878 million, respectively. The remaining lease terms range from ~~0.6~~0.3 to ~~11.5~~10.7 years, with a weighted average of ~~8.6~~8.5 years.

Changes in our accrued liabilities for severance expenses and leased real estate during the first three months of 2015 were as follows:


	Severance			Real Estate		Severance			Real Estate
	(Dollars in millions)					(Dollars in millions)
Balance at December 31, 2013	$	17		113
Balance at December 31, 2014						$	26		96
Accrued to expense	51			—		13			—
Payments, net	(46		)	(8	)	(17		)	(3	)
Reversals and adjustments	—			(1	)	—			(3	)
Balance at June 30, 2014	$	22		104
Balance at March 31, 2015						$	22		90

(4) Employee Benefits

Net periodic (income) expense for our qualified and non-qualified pension plans included the following components:


	Pension Plans									Pension Plans
	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2014			2013		2014		2013		2015			2014
	(Dollars in millions)									(Dollars in millions)
Service cost	$	19		23		39		48		$	22		20
Interest cost	151			135		302		270		141			151
Expected return on plan assets	(223		)	(224	)	(446	)	(448	)	(226		)	(223	)
Recognition of prior service cost	3			1		4		2		1			1
Recognition of actuarial loss	5			20		10		40		38			5
Net periodic pension benefit income	$	(45	)	(45	)	(91	)	(88	)	$	(24	)	(46	)

Net periodic expense (income) for our post-retirement benefit plans included the following components:


	Post-Retirement Benefit Plans									Post-Retirement Benefit Plans
	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2014			2013		2014		2013		2015			2014
	(Dollars in millions)									(Dollars in millions)
Service cost	$	5		6		11		12		$	6		5
Interest cost	40			35		79		70		35			40
Expected return on plan assets	(8		)	(10	)	(16	)	(20	)	(5		)	(8	)
Recognition of prior service cost	5			—		9		—		5			4
Recognition of actuarial loss	—			1		—		2
Net periodic post-retirement benefit expense	$	42		32		83		64		$	41		41

We report net periodic benefit (income) expense for our qualified pension, non-qualified pension and post-retirement benefit plans in cost of services and products and selling, general and administrative expenses onin our consolidated statements of operations.

1112

(5) Earnings Per Common Share

Basic and diluted earnings per common share for the three ~~and six~~ months ended ~~June 30,~~March 31, 2015 and 2014 ~~and~~ ~~2013~~ were calculated as follows:


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2014			2013		2014		2013		2015			2014
	(Dollars in millions, except per share amounts, shares in thousands)									(Dollars in millions, except per share amounts, shares in thousands)
Income (Numerator):
Net income	$	193		269		396		567		$	192		203
Earnings applicable to non-vested restricted stock	—			—		—		—		—			—
Net income applicable to common stock for computing basic earnings per common share	193			269		396		567		192			203
Net income as adjusted for purposes of computing diluted earnings per common share	$	193		269		396		567		$	192		203
Shares (Denominator):
Weighted average number of shares:
Outstanding during period	572,240			607,755		575,218		615,138		566,687			578,197
Non-vested restricted stock	(4,325		)	(3,453	)	(3,993	)	(3,276	)	(4,718		)	(3,662	)
Weighted average shares outstanding for computing basic earnings per common share	567,915			604,302		571,225		611,862		561,969			574,535
Incremental common shares attributable to dilutive securities:
Shares issuable under convertible securities	10			10		10		10		10			10
Shares issuable under incentive compensation plans	1,107			1,290		1,009		1,466		1,526			911
Number of shares as adjusted for purposes of computing diluted earnings per common share	569,032			605,602		572,244		613,338		563,505			575,456
Basic earnings per common share	$	0.34		0.45		0.69		0.93		$	0.34		0.35
Diluted earnings per common share	$	0.34		0.44		0.69		0.92		$	0.34		0.35

Our calculation of diluted earnings per common share excludes shares of common stock that are issuable upon exercise of stock options when the exercise price is greater than the average market price of our common stock during the periods reflected in the table above. Such potentially issuable shares averaged ~~2.4~~2.2 million and 3.1 million for the three months ended~~June 30,~~ March 31, 2015 and 2014, ~~and~~ ~~2013, and 2.8 million and 2.4 million for the six months ended~~ ~~June 30, 2014~~ ~~and~~ ~~2013~~, respectively.

(6) Fair Value Disclosure

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt, excluding capital lease obligations. Due to their short-term nature, the carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate their fair values.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy set forth by the FASB.

We determined the fair values of our long-term debt, including the current portion, based on quoted market prices where available or, if not available, based on discounted future cash flows using current market interest rates.

The three input levels in the hierarchy of fair value measurements are defined by the FASB generally as follows:



Input Level		Description of Input
Level 1		Observable inputs such as quoted market prices in active markets.
Level 2		Inputs other than quoted prices in active markets that are either directly or indirectly observable.
Level 3		Unobservable inputs in which little or no market data exists.

The following table presents the carrying amounts and estimated fair values of our long-term debt, excluding capital lease and other obligations, as well as the input level used to determine the fair values ~~as of the dates~~ indicated below:

June 30, 2014 December 31, 2013

Input
Level

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
(Dollars in millions)
Liabilities—Long-term debt, excluding capital lease and other obligations 2 $ 20,406
21,692
20,347
20,413



		As of March 31, 2015			As of December 31, 2014
	Input Level	Carrying Amount		Fair Value	Carrying Amount	Fair Value
		(Dollars in millions)
Liabilities—Long-term debt, excluding capital lease and other obligations	2	$	19,977	21,409	20,162	21,255

(7) Segment Information

WeSegment Data

Effective November 1, 2014, we implemented a new organizational structure designed to strengthen our ability to attain our operational, strategic and financial goals. Prior to this reorganization, we operated and reported as four segments: consumer, business, wholesale and hosting. As a result of this reorganization, we now operate and report the following ~~four~~two segments in our consolidated financial statements: ~~consumer, business, wholesale and hosting. Each of the segments is described further below:~~


•	~~Consumer.~~ Consists generally of providing strategic and legacy products and services to residential consumers. Our strategic products and services offered to these customers include our broadband, wireless and video services, including our Prism^TM ~~TV services. Our legacy services offered to these customers include local and long-distance services.~~

Business.Consists generally of providing strategic, legacy and ~~legacy~~data integration products and services to ~~commercial,~~ enterprise, ~~global~~wholesale and governmental ~~customers.~~customers, including other communication providers. Our strategic products and services offered to these customers include our private line (including special access), broadband, Ethernet, MPLS, Voice over Internet Protocol ("VoIP"), ~~and~~ network management services, colocation, managed hosting and cloud hosting services. Our legacy services offered to these customers primarily include switched access, long-distance, and local ~~and long-distance services.~~

~~Wholesale.~~ ~~Consists generally of providing strategic and legacy products and~~ services, to other communications providers. Our strategic products and services offered to these customers are mainly private line (including special access), dedicated internet access, digital subscriber line ("DSL") and MPLS. Our legacy services offered to these customers include resale of our local access services,including the sale of unbundled network elements ("UNEs") which allow our wholesale customers ~~the~~to use of our network or a combination of our network and their own networks to provide voice and data services to their ~~customers, long-distance~~customers; and ~~switched access services and other services, including billing and collection services, pole and floor space rentals, and database services.~~

~~Hosting.~~Consumer. Consists ~~primarily~~generally of providing ~~colocation, managed hosting~~strategic and ~~cloud hosting~~legacy products and services to ~~commercial, enterprise, global, governmental~~residential customers. Our strategic products and ~~wholesale customers.~~services offered to these customers include our broadband, wireless and video services, including our Prism TV services. Our legacy services offered to these customers include local and long-distance services.

~~Our~~The following table summarizes our segment results for the three months ended March 31, 2015 and 2014, based on the segment categorization we were operating under at March 31, 2015.

The results of our business and consumer segments are summarized below:


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2014			2013		2014		2013		2015			2014 ⁽¹⁾
	(Dollars in millions)									(Dollars in millions)
Total segment revenues	$	4,288		4,276		8,572		8,532		$	4,194		4,284
Total segment expenses	2,118			2,041		4,217		3,969		2,073			2,096
Total segment income	$	2,170		2,235		4,355		4,563		$	2,121		2,188
Total margin percentage	51		%	52	%	51	%	53	%	51		%	51	%
Business:
Revenues										2,697			2,775
Expenses										1,484			1,503
Income										$	1,213		1,272
Margin percentage										45		%	46	%
Consumer:
Revenues	$	1,500		1,494		3,009		3,005		$	1,497		1,509
Expenses	599			574		1,182		1,123		589			593
Income	$	901		920		1,827		1,882		$	908		916
Margin percentage	60		%	62	%	61	%	63	%	61		%	61	%
Business:
Revenues	$	1,564		1,525		3,123		3,030
Expenses	972			912		1,938		1,769
Income	$	592		613		1,185		1,261
Margin percentage	38		%	40	%	38	%	42	%
Wholesale:
Revenues	$	866		910		1,728		1,816
Expenses	283			301		559		575
Income	$	583		609		1,169		1,241
Margin percentage	67		%	67	%	68	%	68	%
Hosting:
Revenues	$	358		347		712		681
Expenses	264			254		538		502
Income	$	94		93		174		179
Margin percentage	26		%	27	%	24	%	26	%


⁽¹⁾	Reflects the recasting of segment results discussed in the next section entitled "Recent Changes in Segment Reporting."

Recent Changes in Segment Reporting

~~During~~We have recast our previously reported segment results due to the ~~first quarter~~reorganization of ~~2014,~~our management structure on November 1, 2014. Consequently, we have adopted several changes with respect to the assignment of certain expenses to our ~~segments. We~~segments and have restated ~~the previously reported~~our previously-reported segment results ~~for the three and six months ended June 30, 2013,~~ to conform to the current presentation. The nature of the most significant changes ~~and the related effect on~~to segment expenses ~~for the three and six months ended June 30, 2013,~~ are as follows:

~~The method for allocating certain shared costs of~~Certain business segment expenses were reassigned to consumer ~~sales~~segment expense; and ~~care, including bad debt expense and credit card fees, was revised, which~~

Certain business segment expenses were reassigned to corporate overhead.

For the three months ended March 31, 2014, the segment recast resulted in an increase in consumer ~~segment~~ expenses of ~~$22~~$10 million, and ~~$42 million with~~ a ~~corresponding~~ decrease in business ~~segment~~ expenses ~~for the three~~of $13 million.

Product and ~~six months ended June 30, 2013, respectively; and~~

Hosting segment expenses have been conformed to the reporting of our other segments’ expenses. Specifically, our integration efforts and centralization of certain administrative functions reached the point where it has become more practical to discontinue including certain finance, information technology, legal and human resources expenses in the hosting segment, which resulted in a decrease of $21 million and $39 million in hosting segment expenses for the three and six months ended June 30, 2013, respectively.Service Categories

We currently categorize our products, services and ~~services related to~~ revenues ~~into~~among the following four categories:

Strategic services, which include primarily broadband, private line (including special ~~access which we market to wholesale and business customers)~~access), MPLS (which is a data networking technology that can deliver the quality of service required to support real-time voice and ~~video service)~~video), hosting (including cloud hosting and managed hosting), colocation, Ethernet, video (including ~~resold satellite and~~ our facilities-based video ~~services)~~services, which we now offer in fourteen markets), VoIP and Verizon Wireless services;

Legacy services, which include primarily local, long-distance, switched access, Integrated Services Digital Network ("ISDN") (which uses regular telephone lines to support voice, video and data applications), and traditional wide area network ("WAN") services (which allow a local communications network to link to networks in remote locations);

Data integration, which includes the sale of telecommunications equipment located on customers' premises and related professional services, such as network management, installation and maintenance of data equipment and building of proprietary fiber-optic broadband networks for our governmental and business customers; and

Other revenues, which consist primarily of Universal Service Fund ("USF") ~~revenue~~support and USF surcharges. ~~Unlike the first~~ ~~three~~ ~~revenue categories, other revenues are not included in our segment revenues.~~

~~Our operating revenues for our products and services consisted of the following categories:~~

Three Months Ended June 30, Six Months Ended June 30,
2014 2013 2014 2013
(Dollars in millions)
Strategic services $ 2,298
2,186
4,579
4,350
Legacy services 1,803
1,923
3,632
3,875
Data integration 187
167
361
307
Other 253
249
507
506
Total operating revenues $ 4,541
4,525
9,079
9,038

During 2013, operating revenues attributable to portions of certain bundled services were revised from legacy services to strategic services. Specifically, the revision resulted in a reduction of revenues from legacy services of $33 million and $64 million and a corresponding increase in revenues from strategic services for the three and six months ended June 30, 2013, respectively. The revision was in response to over-allocating a percentage of the discounts to broadband services revenues and under-allocating a percentage of the discounts to local and long-distance services revenues under bundled services arrangements, which resulted in strategic services revenues being understated and legacy services revenues being overstated.

During 2013, operating revenues attributable to certain Competitive Local Exchange Carrier ("CLEC") services were revised from strategic services to legacy services. Specifically, the revision resulted in a reduction of revenue from strategic services of $10 million and $19 million and a corresponding increase in revenues from legacy services for the three and six months ended June 30, 2013, respectively. The revision was in response to recording certain legacy services revenues generated through CLEC services arrangements as strategic services revenues, which resulted in strategic services revenues being overstated and legacy services revenues being understated.

~~Other operating revenues include revenues from universal service funds, which allow us to recover a portion of our costs under~~We receive both federal and state USF support, which are government subsidies designed to reimburse us for the portion of the cost ~~recovery mechanisms, and~~of providing certain telecommunications services, such as in high-cost rural areas, that we are not able to recover from our customers. USF surcharges toare the amounts we collect based on specific items we list on our customers ~~including billings for our required contributions~~invoices to ~~several USF~~fund the Federal Communications Commission's ("FCC") universal service programs. We also generate other operating revenues from leasing and subleasing of space in our office buildings, warehouses and other properties. Because we centrally manage the activities that generate these other operating revenues, ~~we do not allocate~~ these revenues ~~to any of~~are not included in our ~~four segments presented above.~~segment revenues.

Our operating revenues for our products and services consisted of the following categories:



	Three Months Ended March 31,
	2015		2014
	(Dollars in millions)
Strategic services	$	2,320	2,271
Legacy services	1,735		1,839
Data integration	139		174
Other	257		254
Total operating revenues	$	4,451	4,538

During the first quarter of 2015, we determined that certain products and services associated with our acquisition of SAVVIS, Inc. are more closely aligned to legacy services than to strategic services. As a result, these operating revenues are now reflected as legacy services. The revision resulted in a reduction of revenue from strategic services of $10 million and a corresponding increase in revenue from legacy services for the three months ended March 31, 2014.

We recognize ~~revenue~~revenues in our ~~statement~~consolidated statements of operations for certain USF surcharges and transaction taxes that we bill to our customers. Our ~~statement~~consolidated statements of operations also reflects the related expense for the amounts we remit to the government agencies. The total amount of such surcharges that we included in ~~revenue~~revenues aggregated approximately ~~$136~~$135 million and ~~$121~~$131 million for the three months ended ~~June 30,~~March 31, 2015 and 2014, ~~and~~ ~~2013, respectively, and approximately~~ ~~$267 million~~ ~~and~~ ~~$249 million~~ ~~for the~~ ~~six months endedJune 30, 2014~~ ~~and~~ ~~2013~~, respectively. Those USF surcharges, where we record revenue, are included in the "other" operating revenues and transaction tax surcharges are included in "legacy services" revenues. We also act as a collection agent for certain other USF and transaction taxes that we are required by government agencies to include in our bills to customers, for which we do not record any revenue or expense because we only act as a pass-through agent.

Allocations of Revenues and Expenses

Our segment revenues include all revenues from our strategic, legacy and data integration operations as described in more detail above. ~~We assign~~Segment revenues are based upon each ~~of our customers to a single segment and report all of the revenues we derive from that customer to that segment, with the exception of hosting revenue generated from~~customer's classification as either business ~~and wholesale customers, which is reported as hosting segment revenues.~~or consumer. We report our segment revenues based upon all services provided to that segment's customers. Our segment expenses for our ~~four~~two segments ~~as follows:~~

~~Direct expenses, which primarily are~~include specific expenses incurred as a direct result of providing services and products to segment customers, along with selling, general and administrative expenses that are directly associated with specific segment customers or activities; and

~~Allocated~~ allocated expenses, which include network expenses, facilities expenses and other expenses such as fleet and real estate expenses.

We do not assign depreciation and amortization expense or impairments to our segments, as the related assets and capital expenditures are centrally managed and are not monitored by or reported to the chief operating decision maker ("CODM") by segment. Similarly, ~~we do not assign to our segments~~ severance expenses, restructuring expenses and certain centrally managed administrative functions (such as finance, information technology, legal and human resources). are not assigned to our segments. Interest expense is also excluded from segment results because we manage our financing on a total company basis and have not allocated assets or debt to specific segments. ~~Similarly, we exclude other~~Other income (expense) is not monitored as a part of our segment operations and is therefore excluded from our segment results.

The following table reconciles segment income to net income:


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2014			2013		2014		2013		2015			2014
	(Dollars in millions)									(Dollars in millions)
Total segment income	$	2,170		2,235		4,355		4,563		$	2,121		2,188
Other operating revenues	253			249		507		506		257			254
Depreciation and amortization	(1,093		)	(1,123	)	(2,200	)	(2,240	)	(1,040		)	(1,107	)
Other unassigned operating expenses	(675		)	(646	)	(1,354	)	(1,332	)	(689		)	(682	)
Other income (expense), net	(332		)	(321	)	(654	)	(598	)
Other expense, net										(326		)	(322	)
Income tax expense	(130		)	(125	)	(258	)	(332	)	(131		)	(128	)
Net income	$	193		269		396		567		$	192		203

We do not have any single customer that provides more than 10% of our total consolidated operating revenues. Substantially all of our consolidated revenues come from customers located in the United States.

(8) Commitments and Contingencies

We are vigorously defending against all of the matters described below. As a matter of course, we are prepared both to litigate the matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. In this Note, when we refer to a class action as "putative" it is because a class has been alleged, but not certified in that matter. We have established accrued liabilities for the matters described below where losses are deemed probable and reasonably estimable.

Pending Matters

In William Douglas Fulghum, et al. v. Embarq Corporation, et al., filed on December 28, 2007 in the United States District Court for the District of Kansas, a group of retirees filed a ~~putative~~ class action lawsuit challenging the decision to make certain modifications in retiree benefits programs relating to life insurance, medical insurance and prescription drug benefits, generally effective January 1, 2006 and January 1, 2008 (which, at the time of the modifications, was expected to reduce estimated future expenses for the subject benefits by more than ~~$300 million~~)$300 million). Defendants include Embarq, certain of its benefit plans, its Employee Benefits Committee and the individual plan administrator of certain of its benefits plans. Additional defendants include Sprint Nextel and certain of its benefit plans. The Court certified a class on certain of plaintiffs' claims, but rejected class certification as to other claims. On October 14, 2011, the Fulghum lawyers filed a new, related lawsuit, Abbott et al. v. Sprint Nextel et al. In Abbott, approximately 1,500 plaintiffs allege breach of fiduciary duty in connection with the changes in retiree benefits that also are at issue in the Fulghum case. The Abbott plaintiffs are all members of the class that was certified in Fulghum on claims for allegedly vested benefits (Counts I and III), and the Abbott claims are similar to the Fulghum breach of fiduciary duty claim (Count II), on which the Fulghum court denied class certification. The Court has stayed proceedings in Abbott indefinitely, except for limited discovery and motion practice as to approximately 80 of the plaintiffs. On February 14, 2013, the Fulghum court dismissed the majority of the plaintiffs' claims in that case. On July 16, 2013, the Fulghum court granted plaintiffs' request to seek interlocutory review by the United States Court of Appeals for the Tenth Circuit. ~~Embarq~~On February 24, 2015, the Tenth Circuit ruled that the plan documents reviewed do not support any claim for vested benefits, and affirmed the ~~other~~district court's dismissal of claims based on those documents. The Tenth Circuit decision allows a subset of claims for vested benefits to return to the district court for further proceedings. As to the subset, defendants anticipate successful motion practice in the district court. The Tenth Circuit also affirmed the district court's dismissal of all age discrimination claims. The Tenth Circuit reversed the district court's determination that ERISA's statute of repose is a time bar to the breach of fiduciary duty claims of fifteen named plaintiffs. Plaintiffs petitioned for further Tenth Circuit review on their claim for vested benefits. We petitioned for further Tenth Circuit review regarding the ERISA statute of repose. On April 27, 2015, a revised Tenth Circuit panel opinion was issued with no material change in the outcome, and en banc review was denied. As to any further proceedings that may occur in the district court, defendants will ~~defend the appeal,~~ continue to vigorously contest any remaining claims in Fulghum and ~~seek to have the claims in the~~ ~~Abbott~~ ~~case dismissed on similar grounds.~~Abbott. We have not accrued a liability for these matters because we believe it is premature (i) to determine whether an accrual is warranted and (ii) if so, to determine a reasonable estimate of probable liability.

In December 2009, subsidiaries of CenturyLink filed two lawsuits against subsidiaries of Sprint Nextel to recover terminating access charges for VoIP traffic owed under various interconnection agreements and tariffs which originally approximated $34 million in the aggregate. In connection with the first lawsuit, a federal court in Virginia issued a ruling in our favor, which resulted in Sprint paying us approximately $24 million. The other lawsuit is pending in federal court in Louisiana. In that case, in early 2011 the Court dismissed certain of CenturyLink's claims, referred other claims to the Federal Communications Commission ("FCC"), and stayed the litigation. In April 2012, Sprint Nextel filed a petition with the FCC, seeking a declaratory ruling that CenturyLink's access charges do not apply to VoIP originated calls, and earlier this year, CenturyLink filed a complaint with the Missouri Public Service Commission to collect the portion of the remaining unpaid charges arising in that state. We have not deferred any revenue recognition related to these matters.

On July 16, 2013, Comcast MO Group, Inc. ("Comcast") filed a lawsuit in Colorado state court against Qwest Communications International, Inc. ("Qwest"). Comcast alleges Qwest breached the parties' 1998 tax sharing agreement ("TSA") when it refused to partially indemnify Comcast for a tax liability settlement Comcast reached with the Commonwealth of Massachusetts in a dispute to which we were not a party. Comcast seeks approximately $80 million in damages, excluding interest. Qwest and Comcast are parties to the TSA in their capacities as successors to the TSA's original parties, U S WEST, Inc., a telecommunications company, and MediaOne Group, Inc., a cable television company, respectively. In October 2014, the state court granted summary judgment in Qwest's favor. In November 2014, Comcast filed a Notice of Appeal. We have not accrued a liability for this matter because we do not believe that liability is probable.

On September 13, 2006, Cargill Financial Markets, Plc ("Cargill") and Citibank, N.A. ("Citibank") filed a lawsuit in the District Court of Amsterdam, the Netherlands, against Qwest, Koninklijke KPN N.V., KPN Telecom B.V., and other former officers, employees or supervisory board members of KPNQwest N.V. ("KPNQwest"), some of whom were formerly affiliated with Qwest. The lawsuit alleges that defendants misrepresented KPNQwest's financial and business condition in connection with the origination of a credit facility and wrongfully allowed KPNQwest to borrow funds under that facility. Plaintiffs allege damages of approximately €219 million (or approximately ~~$299~~$238 million based on the exchange rate on ~~June 30, 2014~~March 31, 2015). The value of this claim will be reduced to the degree plaintiffs receive recovery from a distribution of assets from the bankruptcy estate of KPNQwest. The extent of such expected recovery is not yet known. On April 25, 2012, the court issued its judgment denying the claims asserted by Cargill and Citibank in their lawsuit. Cargill and Citibank ~~are appealing~~have appealed that decision. We do not believe that liability is probable in this matter.

The terms and conditions of applicable bylaws, certificates or articles of incorporation, agreements or applicable law may obligate Qwest to indemnify its former directors, officers or employees with respect to the Cargill matter described above, and Qwest has been advancing legal fees and costs to certain former directors, officers or employees in connection with that matter.

Several putative class actions relating to the installation of fiber optic cable in certain rights-of-way were filed against Qwest on behalf of landowners on various dates and in courts located in 34 states in which Qwest has such cable (Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, and Wisconsin.) For the most part, the complaints challenge our right to install our fiber optic cable in railroad rights-of-way. The complaints allege that the railroads own the right-of-way as an easement that did not include the right to permit us to install our cable in the right-of-way without the plaintiffs' consent. In general, the complaints seek damages on theories of trespass and unjust enrichment, as well as punitive damages. After previous attempts to enter into a single nationwide settlement in a single court proved unsuccessful, the parties proceeded to seek court approval of settlements on a state-by-state basis. To date, the parties have received final approval of such settlements in 3032 states. The settlement administration process, including claim submission and evaluation, is continuing in relation to a number of these settlements. The parties have not yet received ~~either preliminary or~~ final approval in ~~two~~ ~~states~~one state (New Mexico). There is one state where an action ~~is pending (Texas and Massachusetts) and two states where actions were~~was at one time, but ~~are~~is not currently, pending ~~(Arizona and New Mexico)~~(Arizona). We have accrued an amount that we believe is probable for resolving these matters; however, the amount is not material to our consolidated financial statements.

CenturyLink and certain of its affiliates are defendants in one consolidated securities and four shareholder derivative actions. The actions are pending in federal court in the Western District of Louisiana. Plaintiffs in these actions have variously alleged, among other things, that CenturyLink and certain of its current and former officers and directors violated federal securities laws and/or breached fiduciary duties owed to the Company and its shareholders. Plaintiffs' complaints focus on alleged material misstatements or omissions concerning CenturyLink's financial condition and changes in CenturyLink's capital allocation strategy in early 2013. ~~These matters are~~On April 21, 2015, the district court dismissed the consolidated securities class actions with prejudice. An appeal is possible. As to any further proceedings that may occur in ~~preliminary phases and the Company intends~~these actions, we will continue to vigorously defend against the ~~filed actions vigorously.~~actions. We have not accrued a liability for these matters because we do not believe that liability is probable.

The local exchange carrier subsidiaries of CenturyLink are among hundreds of defendants nationwide in dozens of lawsuits filed over the past year by Sprint Communications Company and affiliates of Verizon Communications Inc. The plaintiffs in these suits have challenged the right of local exchange carriers to bill interexchange carriers for switched access charges for certain calls between mobile and wireline devices that are routed through an interexchange carrier. In the lawsuits, the plaintiffs are seeking refunds of access charges previously paid and relief from future access charges. In addition, these and some other interexchange carriers have ceased paying switched access charges on these calls. Recently the lawsuits involving our local exchange carriers and many other carriers have been consolidated for pretrial purposes in the United States District Court for the District of Northern Texas. Some of the defendants, including our affiliated carriers, have petitioned the Federal Communications Commission to address these issues on an industry-wide basis.

As both an interexchange carrier and a local exchange carrier, we both pay and assess significant amounts of the access charges in question. The outcome of these disputes and suits, as ~~it is premature (i)~~well as any related regulatory proceedings that could ensue, are currently not predictable. If we are required to ~~determine whether an accrual is warranted and (ii) if so,~~stop assessing these charges or to ~~determine a reasonable estimate~~pay refunds of ~~probable liability.~~any such charges, our financial results could be negatively affected.

Other Proceedings and Disputes

From time to time, we are involved in other proceedings incidental to our business, including patent infringement allegations, administrative hearings of state public utility commissions relating primarily to our rates or services, actions relating to employee claims, various tax issues, environmental law issues, grievance hearings before labor regulatory agencies, and miscellaneous third party tort actions. The outcome of these other proceedings is not predictable. However, based on current circumstances, we do not believe that the ultimate resolution of these other proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material adverse effect on our financial position, results of operations or cash flows.

We are currently defending several patent infringement lawsuits asserted against us by non-practicing entities. These cases have progressed to various stages and one or more may go to trial in the coming 24 months if they are not otherwise resolved. Where applicable, we are seeking full or partial indemnification from our vendors and suppliers. As with all litigation, we are vigorously defending these actions and, as a matter of course, are prepared both to litigate the matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities.

We are aware of disputes and litigation within the industry, including litigation against us, regarding the proper charges to be applied between interexchange and local exchange carriers for certain calls between mobile and wireline devices that are routed through an interexchange carrier. Some carriers are refusing to pay these access charges and some are seeking refunds of past charges paid. As both an interexchange carrier and a local exchange carrier, we both pay and assess significant amounts of the charges in question. The outcome of these disputes and litigation are currently not predictable. If we are required to stop assessing these charges or to pay refunds of any such charges, our financial results could be negatively affected.

(9) Other Financial Information

Other Current Assets

The following table presents details of other current assets in our consolidated balance ~~sheets as of the dates indicated below:~~sheets:


	June 30, 2014		December 31, 2013	As of March 31, 2015		As of December 31, 2014
	(Dollars in millions)			(Dollars in millions)
Prepaid expenses	$	284	266	$	293	260
Materials, supplies and inventory	132		167	137		132
Assets held for sale	54		26	18		14
Deferred activation and installation charges	102		94	104		103
Other	56		44	70		71
Total other current assets	$	628	597	$	622	580

~~Assets held for sale includes~~For the three months ended March 31, 2015, we recorded impairment charges of $8 million in connection with pending negotiations involving several ~~properties that~~office buildings which we expect to sell within the next twelve months. During the second quarter of 2014, we began discussions to sell our 700 MHz A-Block wireless spectrum licenses, which we purchased in 2008 but never placed into service. As a result of changes in market conditions and prevailing spectrum prices, we recorded a second quarter 2014 impairment charge of $14 million, which is included in other (expense) income, net in our consolidated statements of operations for the three and six months ended June 30, 2014. As of June 30, 2014, we reclassified the remaining $39 million of wireless spectrum assets from other intangible assets to assets held for sale, as we anticipate completing the sale of such assets within one year. We evaluated spectrum prices using market conditions to determine a level 3 estimate of the fair value of the wireless spectrum licenses. In July 2014, we entered into a definitive agreement to sell and assign our remaining 700 MHz A-Block wireless spectrum licenses for $39 million in cash in the aggregate.~~The sale is expected to close within one year, subject to regulatory approval and other customary closing conditions.~~

Selected Current Liabilities

~~Current~~The following table presents current liabilities reflected in our consolidated balance sheets, which include accounts payable and other current ~~liabilities as of the dates indicated below:~~liabilities:


	June 30, 2014		December 31, 2013	As of March 31, 2015		As of December 31, 2014
	(Dollars in millions)			(Dollars in millions)
Accounts payable	$	1,153	1,111	$	1,068	1,226
Other current liabilities:
Accrued rent	$	38	52	$	28	34
Legal reserves	24		273	43		27
Other	146		189	188		149
Total other current liabilities	$	208	514	$	259	210

Included in accounts payable at ~~June 30, 2014~~March 31, 2015 and December 31, ~~2013,~~2014, were ~~$84~~$62 million and ~~$88~~$80 million,, respectively, representing book overdrafts and $107 million and ~~$140~~$185 million, respectively, associated with capital expenditures. ~~Included in legal reserves at~~ ~~December 31, 2013, was $235 million related to the then tentative settlement agreement with the trustees in the KPNQwest Dutch bankruptcy proceeding. In February~~ ~~2014, we paid approximately €171 million (or approximately $235 million) to settle this proceeding.~~

(10) Repurchase of CenturyLink Common Stock

In February ~~2013, our Board of Directors authorized us to repurchase up to~~ ~~$2 billion~~ ~~of our outstanding common stock. During the~~ ~~six months endedJune 30, 2014~~, we repurchased 13.7 million shares of our outstanding common stock in the open market under our 2013 repurchase program. These shares were repurchased for an aggregate market price of $433 million, or an average purchase price of $31.54 per share. The repurchased common stock has been retired. On May 29, 2014, we completed the 2013 stock repurchase program, repurchasing over the course of the program a total of 59.5 million shares on the open market at an average purchase price of $33.63 per share.

~~In February~~ 2014, our Board of Directors authorized a ~~new~~ 24-month program to repurchase up to an aggregate of $1 billion of our outstanding common stock. This ~~new~~ program took effect on May 29, 2014, immediately upon the completion of ~~the above-described~~our predecessor 2013 stock repurchase program. During the three months ended ~~June 30, 2014~~March 31, 2015, we repurchased ~~1.2~~4.5 million shares of our outstanding common stock in the open market under our 2014 stock repurchase program. These shares were repurchased for an aggregate market price of ~~$45~~$170 million, or an average purchase price of ~~$37.07~~$37.53 per share. The repurchased common stock has been retired. ~~These repurchased shares exclude shares that, as of~~ ~~June 30, 2014, we had agreed to purchase under this program for an aggregate market price of~~ ~~$6 million, or an average purchase price of $36.09 per share, in transactions that settled early in the third quarter of 2014.~~ As of ~~June 30, 2014~~March 31, 2015, we had approximately ~~$955~~$630 million remaining available for stock repurchases under the 2014 stock repurchase program. As of May 4, 2015, we had repurchased 11.7 million shares for $439 million, or an average price of $37.60 per share, under our 2014 stock repurchase program.

(11) Accumulated Other Comprehensive Loss

The tables below summarize changes in accumulated other comprehensive loss recorded on our consolidated balance sheets by component for the three ~~and six~~ months ended ~~June 30, 2014~~:March 31, 2015 and 2014:

Pension Plans
Post-Retirement
Benefit Plans

Foreign Currency
Translation
Adjustment
and Other
Total
(Dollars in millions)
Balance at March 31, 2014 $ (666 ) (119 ) (10 ) (795 )
Other comprehensive income before reclassifications —
—
8
8
Amounts reclassified from accumulated other comprehensive income 5
3
—
8
Net current-period other comprehensive income 5
3
8
16
Balance at June 30, 2014 $ (661 ) (116 ) (2 ) (779 )

Pension Plans
Post-Retirement
Benefit Plans

Foreign Currency
Translation
Adjustment
and Other
Total
(Dollars in millions)
Balance at December 31, 2013 $ (669 ) (122 ) (11 ) (802 )
Other comprehensive income before reclassifications —
—
9
9
Amounts reclassified from accumulated other comprehensive income 8
6
—
14
Net current-period other comprehensive income 8
6
9
23
Balance at June 30, 2014 $ (661 ) (116 ) (2 ) (779 )



	Pension Plans			Post-Retirement Benefit Plans		Foreign Currency Translation Adjustment and Other		Total
	(Dollars in millions)
Balance at December 31, 2014	$	(1,720	)	(272	)	(25	)	(2,017	)
Other comprehensive income (loss) before reclassifications	—			—		(11	)	(11	)
Amounts reclassified from accumulated other comprehensive income	24			3		—		27
Net current-period other comprehensive income	24			3		(11	)	16
Balance at March 31, 2015	$	(1,696	)	(269	)	(36	)	(2,001	)



	Pension Plans			Post-Retirement Benefit Plans		Foreign Currency Translation Adjustment and Other		Total
	(Dollars in millions)
Balance at December 31, 2013	$	(669	)	(122	)	(11	)	(802	)
Other comprehensive income (loss) before reclassifications	—			—		1		1
Amounts reclassified from accumulated other comprehensive income	3			3		—		6
Net current-period other comprehensive income	3			3		1		7
Balance at March 31, 2014	$	(666	)	(119	)	(10	)	(795	)

The tables below present further information about our reclassifications out of accumulated other comprehensive loss by component for the three ~~and six~~ months ended ~~June 30, 2014~~:March 31, 2015 and 2014:

Three Months Ended June 30, 2014 (Decrease) Increase
in Net Income
Affected Line Item in Consolidated Statement of
Operations or Footnote Where Additional
Information is Presented If The Amount is not
Recognized in Net Income in Total
(Dollars in millions)
Amortization of pension & post-retirement plans
Net actuarial loss $ (5 ) See Note 4-Employee Benefits
Prior service cost (8 ) See Note 4-Employee Benefits
Total before tax (13 )
Income tax expense (benefit) 5
Income tax expense
Net of tax $ (8 )


Six Months Ended June 30, 2014	(Decrease) Increase in Net Income			Affected Line Item in Consolidated Statement of Operations or Footnote Where Additional Information is Presented If The Amount is not Recognized in Net Income in Total
Three Months Ended March 31, 2015					(Decrease) Increase in Net Income			Affected Line Item in Consolidated Statement of Operations or Footnote Where Additional Information is Presented If The Amount is not Recognized in Net Income in Total
	(Dollars in millions)				(Dollars in millions)
Amortization of pension & post-retirement plans
Net actuarial loss	$	(10	)	See Note 4-Employee Benefits	$	(38	)	See Note 4-Employee Benefits
Prior service cost	(13		)	See Note 4-Employee Benefits	(6		)	See Note 4-Employee Benefits
Total before tax	(23		)		(44		)
Income tax expense (benefit)	9			Income tax expense
Income tax expense					17			Income tax expense
Net of tax	$	(14	)		$	(27	)



Three Months Ended March 31, 2014	(Decrease) Increase in Net Income			Affected Line Item in Consolidated Statement of Operations or Footnote Where Additional Information is Presented If The Amount is not Recognized in Net Income in Total
	(Dollars in millions)
Amortization of pension & post-retirement plans
Net actuarial loss	$	(5	)	See Note 4-Employee Benefits
Prior service cost	(5		)	See Note 4-Employee Benefits
Total before tax	(10		)
Income tax expense	4			Income tax expense
Net of tax	$	(6	)

~~The tables below summarize changes in accumulated other comprehensive loss recorded on our consolidated balance sheets by component for the three and six months ended June 30, 2013:~~

Pension Plans
Post-Retirement
Benefit Plans

Foreign Currency
Translation
Adjustment
and Other
Total
(Dollars in millions)
Balance at March 31, 2013 $ (1,386 ) (288 ) (21 ) (1,695 )
Other comprehensive income before reclassifications —
—
(6 ) (6 )
Amounts reclassified from accumulated other comprehensive income 12
—
1
13
Net current-period other comprehensive income 12
—
(5 ) 7
Balance at June 30, 2013 $ (1,374 ) (288 ) (26 ) (1,688 )

Pension Plans
Post-Retirement
Benefit Plans

Foreign Currency
Translation
Adjustment
and Other
Total
(Dollars in millions)
Balance at December 31, 2012 $ (1,399 ) (289 ) (13 ) (1,701 )
Other comprehensive income before reclassifications —
—
(14 ) (14 )
Amounts reclassified from accumulated other comprehensive income 25
1
1
27
Net current-period other comprehensive income 25
1
(13 ) 13
Balance at June 30, 2013 $ (1,374 ) (288 ) (26 ) (1,688 )

~~The tables below present further information about our reclassifications out of accumulated other comprehensive loss by component for the three and six months ended June 30, 2013:~~

Three Months Ended June 30, 2013 (Decrease) Increase
in Net Income
Affected Line Item in Consolidated Statement of
Operations or Footnote Where Additional
Information is Presented If The Amount is not
Recognized in Net Income in Total
(Dollars in millions)
Amortization of pension & post-retirement plans
Net actuarial loss $ (21 ) See Note 4-Employee Benefits
Prior service cost (1 ) See Note 4-Employee Benefits
Total before tax (22 )
Income tax expense (benefit) 10
Income tax expense
Insignificant items (1 )
Net of tax $ (13 )

Six Months Ended June 30, 2013
(Decrease) Increase
in Net Income

Affected Line Item in Consolidated Statement of
Operations or Footnote Where Additional
Information is Presented If The Amount is not
Recognized in Net Income in Total
(Dollars in millions)
Amortization of pension & post-retirement plans
Net actuarial loss $ (42 ) See Note 4-Employee Benefits
Prior service cost (2 ) See Note 4-Employee Benefits
Total before tax (44 )
Income tax expense (benefit) 18
Income tax expense
Insignificant items (1 )
Net of tax $ (27 )

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context requires otherwise, references in this report to "CenturyLink," "we," "us" and "our" refer to CenturyLink, Inc. and its consolidated subsidiaries.

All references to "Notes" in this Item 2 of Part I refer to the Notes to Consolidated Financial Statements included in Item 1 of Part I of this report.

Certain statements in this report constitute forward-looking statements. See the last paragraph of this Item 2 of Part I and "Risk Factors" in Item 1A of Part II of this report for a discussion of certain factors that could cause our actual results to differ from our anticipated results or otherwise impact our business, financial condition, results of operations, liquidity or prospects.

Overview

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") included herein should be read in conjunction with MD&A and the other information included in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, and with the consolidated financial statements and related notes in Item 1 of Part I of this report. The results of operations for the first ~~six~~three months of the year are not necessarily indicative of the results of operations that might be expected for the entire year.

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, broadband, private line (including special access), Multi-Protocol Label Switching ("MPLS"), data integration, managed hosting (including cloud hosting), colocation, Ethernet, network access, ~~public access,~~video, wireless ~~video~~ and other ancillary services. We strive to maintain our customer relationships by, among other things, bundling our service offerings to provide our customers with a complete offering of integrated communications services.

At ~~June 30, 2014~~March 31, 2015, we operated approximately ~~12.7~~12.3 million access lines in 37 states, served approximately 6.1 million broadband subscribers, and operated 5758 data centers throughout North America, Europe and Asia. Access lines are telephone lines reaching from the customers' premises to a connection with the public switched telephone network. Our methodology for counting our broadband subscribers and access lines includes only those access lines that we use to provide services to external customers and excludes lines used solely by us and our affiliates. It also excludes unbundled loops and includes stand-alone broadband subscribers. We count access lines when we install the service. Our methodology for counting access lines, ~~subscriber lines~~broadband subscribers and data centers, which is described further in the operational metrics table below under "Results of Operations", may not be comparable to those of other companies.

WeEffective November 1, 2014, we implemented a new organizational structure designed to strengthen our ability to attain our operational, strategic and financial goals. Prior to this reorganization, we operated and reported as four segments: consumer, business, wholesale and hosting. As a result of this reorganization, we now operate and report the following ~~four~~two segments in our consolidated financial statements:

~~Consumer.~~ Business.Consists generally of providing strategic, legacy and ~~legacy~~data integration products and services to residential consumers. Our strategic products and services offered to these customers include our broadband, wireless and video services, including our Prism TV services. Our legacy services offered to these customers include local and long-distance services.

~~Business.~~ ~~Consists generally of providing strategic and legacy products and services to commercial,~~ enterprise, ~~global~~wholesale and governmental ~~customers.~~customers, including other communication providers. Our strategic products and services offered to these customers include our private line (including special access), broadband, Ethernet, MPLS, Voice over Internet Protocol ("VoIP"), ~~and~~ network management services, colocation, managed hosting and cloud hosting services. Our legacy services offered to these customers primarily include switched access, long-distance, and local ~~and long-distance services.~~

~~Wholesale.~~ ~~Consists generally of providing strategic and legacy products and~~ services, to other communications providers. Our strategic products and services offered to these customers are mainly private line (including special access), dedicated internet access, digital subscriber line ("DSL") and MPLS. Our legacy services offered to these customers include the resale of our local access services,including the sale of unbundled network elements ("UNEs") which allow our wholesale customers to use our network or a combination of our network and their own networks to provide voice and data services to their ~~customers, long-distance~~customers; and ~~switched access services and other services, including billing and collection services, pole and floor space rentals, and database services.~~

~~Hosting.~~ Consumer.Consists ~~primarily~~generally of providing ~~colocation, managed hosting~~strategic and ~~cloud hosting~~legacy products and services to ~~commercial, enterprise, global, governmental~~residential customers. Our strategic products and ~~wholesale customers.~~services offered to these customers include our broadband, wireless and video services, including our Prism TV services. Our legacy services offered to these customers include local and long-distance services.

2221

Our segment information does not include capital expenditures, total assets, or certain revenues and expenses that we manage on a centralized basis and are reviewed by our chief operating decision maker ("CODM") only on a consolidated basis. Our segment results are not necessarily indicative of the results of operations that our segments would have achieved had they operated as stand-alone entities during the periods presented. For additional information about our segments, see Note 7—Segment Information to our consolidated financial statements in Item 1 of Part I of this report and "Results of Operations—Segment Results" below.

Results of Operations

The following table summarizes the results of our consolidated operations for the three ~~and six~~ months ended ~~June 30, 2014~~March 31, 2015 and ~~2013~~2014:


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2014			2013		2014		2013		2015			2014
	(Dollars in millions except per share amounts)									(Dollars in millions except per share amounts)
Operating revenues	$	4,541		4,525		9,079		9,038		$	4,451		4,538
Operating expenses	3,886			3,810		7,771		7,541		3,802			3,885
Operating income	655			715		1,308		1,497		649			653
Other income (expense), net	(332		)	(321	)	(654	)	(598	)
Other expense, net										(326		)	(322	)
Income tax expense	130			125		258		332		131			128
Net income	$	193		269		396		567		$	192		203
Basic earnings per common share	$	0.34		0.45		0.69		0.93		$	0.34		0.35
Diluted earnings per common share	$	0.34		0.44		0.69		0.92		$	0.34		0.35

The following table summarizes our broadband subscribers, access lines, data centers and number of ~~employees as of~~ ~~June 30, 2014~~ ~~and~~ ~~2013~~:employees:


	As of June 30,		Increase / (Decrease)		% Change		As of March 31,		Increase / (Decrease)		% Change
	2014	2013	Increase / (Decrease)		% Change		2015	2014	Increase / (Decrease)		% Change
	(in thousands except for data centers, which are actual amounts)						(in thousands except for data centers, which are actual amounts)
Operational metrics:
Total broadband subscribers ⁽¹⁾	6,055	5,909	146		2.5	%	6,117	6,057	60		1.0	%
Total access lines ⁽¹⁾	12,707	13,331	(624	)	(4.7	)%	12,270	12,882	(612	)	(4.8	)%
Total data centers ⁽²⁾	57	55	2		3.6	%	58	56	2		3.6	%
Total employees	45.5	46.9	(1.4	)	(3.0	)%	44.8	46.5	(1.7	)	(3.7	)%

⁽¹⁾

Broadband subscribers are customers that purchase high-speed Internet connection service through their existing telephone lines, ~~and~~stand-alone telephone lines, or fiber-optic cables, and access lines are lines reaching from the customers' premises to a connection with the public network. Our methodology for counting our broadband subscribers and access lines includes only those lines that we use to provide services to external customers and excludes lines used solely by us and our affiliates. It also excludes unbundled loops and includes stand-alone broadband subscribers. We count lines when we install the service.


⁽²⁾	~~Data~~We define a data center as any facility where we market, sell and deliver colocation services, managed hosting (including cloud hosting) services, multi-tenant managed services, or any combination thereof. Our data centers are located throughout North America, Europe and Asia.

During the last ~~several years,~~decade, we have experienced revenue ~~decline (excluding the impact of acquisitions)~~declines primarily due to declines in access lines, ~~intrastate~~switched access rates and minutes of use. To mitigate these declines, we remain focused on efforts to, among other things:

promote long-term relationships with our customers through bundling of integrated services;

provide ~~new~~a wide array of diverse services, ~~such as video, cloud hosting, managed hosting, colocation and other~~including additional services that may become available in the future due to, among other things, advances in technology or improvements in our infrastructure;

provide our broadband and premium services to a higher percentage of our customers;

pursue acquisitions of additional assets if available at attractive prices;

increase prices on our products and services if and when practicable;

increase usage of our networks; and

market our products and services to new customers.

Operating Revenues

We currently categorize our products, services and revenues among the following four categories:

Strategic services, which include primarily broadband, private line (including special ~~access, which we market to wholesale and business customers)~~access), MPLS (which is a data networking technology that can deliver the quality of service required to support real-time voice and ~~video service)~~video), hosting (including cloud hosting and managed hosting), colocation, Ethernet, video (including our facilities-based video services, which we now offer in ~~twelve markets, and our resold satellite service)~~fourteen markets), VoIP and Verizon Wireless services;

Other revenues, which consists primarily of Universal Service Fund ("USF") support and USF ~~revenue~~surcharges. We receive both federal and ~~surcharges. Unlike~~state USF support, which are government subsidies designed to reimburse us for the ~~first three revenue categories,~~portion of the cost of providing certain telecommunications services, such as in high-cost rural areas, that we are not able to recover from our customers. USF surcharges are the amounts we collect based on specific items we list on our customers invoices to fund the Federal Communications Commission's ("FCC") universal service programs. We also generate other operating revenues from leasing and subleasing of space in our office buildings, warehouses and other properties. Because we centrally manage the activities that generate these other operating revenues, these revenues are not included in our segment revenues.

The following ~~tables summarize~~table summarizes our consolidated operating revenues recorded under our four revenue ~~categorization:~~categories:


	Three Months Ended June 30,			Increase / (Decrease)			% Change		Three Months Ended March 31,					Increase / (Decrease)		% Change
	2014		2013			2015				2014				Increase / (Decrease)		% Change
	(Dollars in millions)						% Change				(Dollars in millions)
Strategic services	$	2,298	2,186	Increase / (Decrease)	112			5	%	$	2,320		2,271		49		2	%
Legacy services	1,803		1,923	(120	)		(6	)%	1,735			1,839		(104	)	(6	)%
Data integration	187		167	20			12	%	139			174		(35	)	(20	)%
Other	253		249	4			2	%	257			254		3		1	%
Total operating revenues	$	4,541	4,525	16			—	%	$	4,451		4,538		(87	)	(2	)%

Six Months Ended June 30, Increase /
(Decrease) % Change
2014 2013
(Dollars in millions)
Strategic services $ 4,579
4,350
229
5 %
Legacy services 3,632
3,875
(243 ) (6 )%
Data integration 361
307
54
18 %
Other 507
506
1
— %
Total operating revenues $ 9,079
9,038
41
— %

Our total operating revenues ~~increased~~decreased by ~~$16 million and $41~~$87 million, or ~~less than 1%~~2%, ~~during~~for the three ~~and six~~ months ended ~~June 30, 2014~~March 31, 2015 as compared to the three ~~and six~~ months ended ~~June 30, 2013. The increase in operating revenues is~~March 31, 2014 primarily due to ~~growth~~declines in ~~our strategic~~legacy services ~~revenues~~ and data integration revenues, which were partially offset by declines in legacy services revenues compared to the prior year. During 2013, operating revenues attributable to certain bundled and Competitive Local Exchange Carrier ("CLEC") services were revised, which resulted in a net increase to strategic service revenues of $23 million and $45 million, and a corresponding net reduction to legacy services revenues of $23 million and $45 million for the ~~three and six~~ ~~months ended~~ ~~June 30, 2013~~, respectively. For additional information on the revisions to certain bundled and CLEC services, see Note 7—Segment Information to our consolidated financial statements in Item 1 of Part I of this report. The growth in our strategic services revenues. The decrease in legacy services revenues is attributable to the continuing loss of access lines and loss of access revenues primarily due to ~~increases in broadband, Ethernet, MPLS, facilities-based video, managed hosting~~the displacement of traditional wireline telephone services by other competitive products and ~~colocation~~ services, ~~which were slightly offset by declines in private line (including special access)~~including internet and wireless communication services. The ~~increase~~decline in data integration revenues, which are typically more volatile than several of our other sources of revenue, is primarily due to ~~higher~~lower sales of customer ~~premise~~premises equipment to governmental and business customers during the period. The ~~decrease~~growth in ~~legacy~~our strategic services revenues is attributable to declining local and long-distance and access services which reflect the continuing loss of access lines and loss of access revenues associated with internet and wireless substitution in our markets. At ~~June 30, 2014, we had approximately~~ ~~12.7 million~~ ~~access lines, or approximately 4.7% less than the number of access lines we operated at~~ ~~June 30, 2013. We believe the decline in the number of access lines was~~ primarily due to ~~the displacement of traditional wireline telephone~~increases in broadband, Ethernet, MPLS and facilities-based video services, which were substantially offset by ~~other competitive products and services.~~a decline in private line (including special access) services attributable to lower volumes. We estimate that the rate of our access lines losses will be between 4.4% and 5.0% over the full year of ~~2014.~~2015. Other operating revenues increased by $3 million, or 1%, for the three ~~and six~~ months ended ~~June 30, 2014~~March 31, 2015 as compared to the three ~~and six~~ months ended ~~June 30, 2013~~March 31, 2014 primarily due to higher revenues related to an increased universal service fund contribution factor, which ~~were~~was substantially offset by lower revenues from intrastate universal service funds.

We are aggressively marketing our strategic services (including our hosting services) in an effort to offset the continuing declines in our legacy services revenues.

Our future federal USF support revenues could be materially impacted by our upcoming election to receive or reject any specific opportunities to construct additional broadband service plant in unserved portions of our service areas under Phase 2 of the FCC Connect America Fund ("CAF") program. For additional information about the potential revenue impact of the CAF Phase 2 program, see the discussion below in "Liquidity and Capital Resources—Connect America Fund."

Further analysis of our operating revenues by segment is provided below in "Segment Results."

Operating Expenses

~~Total operating expenses increased by $76 million, or 2%, for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ ~~and operating expenses increased by $230 million, or 3%, for the six months ended~~ ~~June 30, 2014~~ ~~as compared to the six months ended~~ ~~June 30, 2013~~.

The following ~~tables summarize~~table summarizes our consolidated operating expenses:


	Three Months Ended June 30,			Increase / (Decrease)			% Change		Three Months Ended March 31,					Increase / (Decrease)		% Change
	2014		2013			2015				2014				Increase / (Decrease)		% Change
	(Dollars in millions)								(Dollars in millions)
Cost of services and products (exclusive of depreciation and amortization)	$	1,962	1,873	Increase / (Decrease)	89		% Change			5	%	$	1,911	1,935		(24	)	(1	)%
Selling, general and administrative	831		814	17			2	%	851				843	8		1	%
Depreciation and amortization	1,093		1,123	(30	)		(3	)%	1,040				1,107	(67	)	(6	)%
Total operating expenses	$	3,886	3,810	76			2	%	$	3,802			3,885	(83	)	(2	)%

Cost of Services and Products (exclusive of depreciation and amortization)

Six Months Ended June 30, Increase /
(Decrease) % Change
2014 2013
(Dollars in millions)
Cost of services and products (exclusive of depreciation and amortization) $ 3,897
3,669
228
6 %
Selling, general and administrative 1,674
1,632
42
3 %
Depreciation and amortization 2,200
2,240
(40 ) (2 )%
Total operating expenses $ 7,771
7,541
230
3 %

Cost of services and products (exclusive of depreciation and amortization) ~~increased~~decreased by ~~$89~~$24 million, or 5%1%, for the three months ended ~~June 30, 2014~~March 31, 2015 as compared to the three months ended ~~June 30, 2013~~March 31, 2014 primarily due to ~~increases~~decreases in customer ~~premise~~premises equipment installation expenses related to the ~~increase~~decrease in data integration revenues and employee-related costs, which were partially offset by increases in network expenses, facility costs and ~~network costs,~~ Prism TV programming ~~expenses~~expenses.

Selling, General and higher costs related to an increased universal fund contribution factor. Cost of services and products (exclusive of depreciation and amortization) increased by $228 million, or 6%, for the six months ended ~~June 30, 2014~~ ~~as compared to the six months ended~~ ~~June 30, 2013~~ primarily due to increases in employee related costs customer premise equipment installation expenses related to the increase in data integration revenues, facility and network costs, real estate and power costs Prism TV programming expenses and higher costs related to an increased universal fund contribution factor.Administrative

Selling, general and administrative expenses increased by ~~$17~~$8 million, or 2%1%, for the three months ended ~~June 30, 2014~~March 31, 2015 as compared to the three months ended ~~June 30, 2013~~March 31, 2014 primarily due to increases in ~~employee related costs (including severance costs)~~bad debt expense, regulatory fines of $15 million associated with a 911 system outage and impairment charges related to office buildings ~~(one of which is under contract~~currently being marketed and ~~pending~~classified as assets held for sale, ~~and one of which is being negotiated under a sale-leaseback arrangement),~~ which were partially offset by ~~a decrease~~decreases in employee-related costs and property and other taxes. ~~Selling, general~~

Depreciation and ~~administrative expenses increased by $42 million, or 3%, for the six months ended~~ Amortization

~~June 30, 2014~~ ~~as compared to the six months ended~~ ~~June 30, 2013~~ ~~primarily due to increases in employee related costs (including severance costs), marketing~~The following table provides detail of our depreciation and ~~advertising expenses and impairment charges related to office buildings (one of which is under contract and pending sale and one of which is being negotiated under a sale-leaseback arrangement).~~amortization expense:



	Three Months Ended March 31,			Increase / (Decrease)		% Change
	2015		2014	Increase / (Decrease)		% Change
	(Dollars in millions)
Depreciation	$	694	717	(23	)	(3	)%
Amortization	346		390	(44	)	(11	)%
Total depreciation and amortization	$	1,040	1,107	(67	)	(6	)%

Depreciation and amortization expenses decreased by ~~$30~~$67 million, or 3%6%, ~~and by $40 million, or 2%~~ for the three ~~and six~~ months ended ~~June 30, 2014~~March 31, 2015 as compared to the three ~~and six~~ months ended ~~June 30, 2013~~March 31, 2014.

Depreciation expense was ~~$727~~$694 million for ~~both~~ the three months ended ~~June 30, 2014~~March 31, 2015 ~~and 2013 and $1.4 billion~~as compared to $717 million for ~~both~~ the ~~six~~three months ended ~~June 30,~~March 31, 2014 ~~and 2013.~~. Annual depreciation expense is impacted by several factors, including changes in our depreciable cost basis, changes in our estimates of the remaining economic life of certain assets and the addition of new plant. The ~~2014~~ depreciation expense related to our plant for the first quarter of 2015 was lower than the depreciation expense for the first quarter of 2014 due to full depreciation and retirement of certain plant placed in service prior to ~~2014 is expected to be lower than the 2013~~2015. This decrease was partially offset by increases in depreciation ~~expense due to our plant aging and becoming fully depreciated or retired at a faster rate than the addition~~ of new plant ~~during~~placed in service in the ~~same period. During January, we implemented~~first quarter of 2015 and the impact of changes in ~~estimates that reduced~~ the ~~remaining economic~~estimated lives of certain ~~switch~~property, plant and ~~circuit network~~ equipment, which ~~we expect to~~resulted in additional depreciation in the first quarter of 2015. We anticipate that the changes in the estimated lives of certain property, plant and equipment will result in ~~increased 2014 annual depreciation expense. We expect~~an increase in depreciation expense of approximately $48 million for 2015, which will ~~increase~~be fully offset by the decreases in ~~the second half of 2014 compared to the first half of 2014 due to the timing of net additions of plant during 2014.~~depreciation expense noted above. For more information about the changes in our estimates of the remaining economic lives of these assets, see Note 1—Basis of Presentation to our consolidated financial statements in Item 1 of Part I of this report.

Amortization expense decreased by ~~$30~~$44 million from ~~$396~~$390 million in the three months ended ~~June 30, 2013~~March 31, 2014 to ~~$366~~$346 million in the three months ended ~~June 30, 2014~~ ~~and by $40 million from $795 million in the six months ended~~ ~~June 30, 2013~~ ~~to $755 million in the six months ended~~ ~~June 30, 2014~~March 31, 2015 primarily due to the use of accelerated amortization methods for a portion of the customer relationship assets ~~that were~~ acquired in connection with the acquisitions of Embarq in 2009 and Qwest in 2011. These quarterly declines are expected to continue. ~~Amortization~~In addition, amortization of our software investments declined due to software becoming fully amortized faster than new software ~~is acquired, which~~ was partially offset by a change in the estimate of the remaining economic lives of the Savvis trade name and certain cloud software. For more information about the changes in our estimates of the remaining economic lives of these assets, see Note 1—Basis of Presentation to our consolidated financial statements in Item 1 of Part I of this report.internally developed or purchased.

Further analysis of our operating expenses by segment is provided below in "Segment Results."

Other Consolidated Results

The following ~~tables summarize~~table summarizes our total other ~~income (expense)~~expense, net and income tax expense:

Three Months Ended June 30, Increase /
(Decrease) % Change
2014 2013
(Dollars in millions)
Interest expense $ (325 ) (325 ) —
— %
Other (expense) income, net (7 ) 4
(11 ) (275 )%
Total other income (expense), net $ (332 ) (321 ) 11
3 %
Income tax expense $ 130
125
5
4 %


	Six Months Ended June 30,					Increase / (Decrease)			% Change		Three Months Ended March 31,						Increase / (Decrease)		% Change
	2014			2013				2015				2014					Increase / (Decrease)		% Change
	(Dollars in millions)										(Dollars in millions)
Interest expense	$	(656	)	(641	)	Increase / (Decrease)	15		% Change			2	%	$	(328	)	(331	)	(3	)	(1	)%
Other income (expense), net	2			43		(41	)		(95	)%
Total other income (expense), net	$	(654	)	(598	)	56			9	%
Other income, net											2				9		(7	)	(78	)%
Total other expense, net											$	(326	)		(322	)	4		1	%
Income tax expense	$	258		332		(74	)		(22	)%	$	131			128		3		2	%

Interest Expense

~~There was no change in interest~~Interest expense decreased by $3 million, or 1%, for the three months ended ~~June 30, 2014~~March 31, 2015 as compared to the three months ended ~~June 30, 2013. Although the interest expense remained unchanged for the comparable periods, interest expense increased~~March 31, 2014 primarily due to a ~~higher~~lower average outstanding debt balance and an increase in ~~2014 and~~capitalized interest, which were substantially offset by a reduction in the amortization of debt ~~premiums, which was fully offset by a decrease in interest expense as a result of a settlement of an operating tax liability. Interest expense increased by $15 million, or 2%, for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~ ~~primarily due to a higher average outstanding debt balance in 2014 and a reduction in the amortization of debt~~ premiums.

Other Income, ~~(Expense)~~Net

Other income, ~~(expense)~~net reflects certain items not directly related to our core operations, including our share of income from our 49% interest in a cellular partnership, interest income, gains and losses from non-operating asset dispositions and foreign currency gains and losses. Other income, ~~(expense) changed~~net decreased by ~~$11~~$7 million, or 78%, for the three months ended ~~June 30, 2014~~March 31, 2015 as compared to the three months ended ~~June 30, 2013~~March 31, 2014 primarily due to a second quarter of 2014 impairment charge of $14 million recorded in connection with the pending sale of our 700 MHz A-Block wireless spectrum licenses, which was partially offset by gains from foreign currency transactions. Other income decreased by $41 million for the ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~ primarily due a second quarter of 2014 impairment charge of $14 million, as further described above, a $32 million gain on the sale of wireless spectrum in the first quarter of 2013, which was partially offset byincreased losses on foreign currency transactions ~~during~~in the ~~same 2013 period.~~current period as compared to the three months ended March 31, 2014.

Income Tax Expense

For the three months ended ~~June 30,~~March 31, 2015 and 2014, ~~and 2013,~~ our effective income tax rate was ~~40.2%~~40.6% and ~~31.7%, respectively, and for the~~ ~~six months endedJune 30, 2014~~ ~~and 2013, our effective income tax rate was 39.4% and 36.9%~~38.7%, respectively. The effective tax ~~rates~~rate for ~~the three and six months ended~~ ~~June 30, 2014~~ reflect the impact of no tax benefit from the impairment of our 700 MHz A-Block wireless spectrum licenses, because we are not likely to generate income of a character required to realize a tax benefit from the loss on ultimate disposition. The effective tax rates for the three and six months ended ~~June 30, 2013~~ reflect the net impact of a favorable settlement with the Internal Revenue Service of $33 million recorded in the three months ended June 30, 2013, which was partially offset by an unfavorable accounting adjustment for nondeductible life insurance costs recorded in the three months ended March 31, ~~2013.~~2015, includes the effect of regulatory fines associated with a 911 system outage. The effective tax rate for the three months ended March 31, 2014, reflects the impact of the reversal of unrecognized tax benefits, which modestly decreased the rate for the first quarter of 2014.

2725

Segment Results

General

~~Our segment~~The results for our business and consumer segments are summarized below:


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2014			2013		2014		2013		2015			2014
	(Dollars in millions)									(Dollars in millions)
Total segment revenues	$	4,288		4,276		8,572		8,532		$	4,194		4,284
Total segment expenses	2,118			2,041		4,217		3,969		2,073			2,096
Total segment income	$	2,170		2,235		4,355		4,563		$	2,121		2,188
Total margin percentage	51		%	52	%	51	%	53	%	51		%	51	%
Business:
Revenues										$	2,697		2,775
Expenses										1,484			1,503
Income										$	1,213		1,272
Income margin percentage										45		%	46	%
Consumer:
Revenues	$	1,500		1,494		3,009		3,005		$	1,497		1,509
Expenses	599			574		1,182		1,123		589			593
Income	$	901		920		1,827		1,882		$	908		916
Margin percentage	60		%	62	%	61	%	63	%
Business:
Revenues	$	1,564		1,525		3,123		3,030
Expenses	972			912		1,938		1,769
Income	$	592		613		1,185		1,261
Margin percentage	38		%	40	%	38	%	42	%
Wholesale:
Revenues	$	866		910		1,728		1,816
Expenses	283			301		559		575
Income	$	583		609		1,169		1,241
Margin percentage	67		%	67	%	68	%	68	%
Hosting:
Revenues	$	358		347		712		681
Expenses	264			254		538		502
Income	$	94		93		174		179
Margin percentage	26		%	27	%	24	%	26	%
Income margin percentage										61		%	61	%

~~During~~Recent Changes in Segment Reporting

We have recast our previously reported segment results due to the ~~first quarter~~reorganization of ~~2014,~~our management structure on November 1, 2014. Consequently, we have adopted several changes with respect to the assignment of certain expenses to our ~~segments.~~segments, including changes that increased our consumer segment expenses and decreased our business segment expenses in prior periods. We have restated ~~the~~our previously reported segment results for the three ~~and six~~ months ended ~~June 30, 2013~~March 31, 2014 to conform to the current presentation. ~~For~~See Note 7—Segment Information to our consolidated financial statements in Item 1 of Part I of this report for additional information on ~~these~~our changes in segment reporting.

Allocation of Revenues and Expenses

Our segment revenues include all revenues from our strategic services, legacy services and data integration as described in more detail above. Segment revenues are based upon each customer's classification as either a business or consumer. For information on how we allocate expenses to our segments, as well as other additional information about our segments, see Note 7—Segment Information to our consolidated financial statements in Item 1 of Part I of this report.

Business

The operations of our business segment have been impacted by several significant trends, including those described below:

Strategic services.Our mix of total business segment revenues ~~include all~~continues to migrate from legacy services to strategic services as our enterprise, wholesale and governmental customers increasingly demand integrated data, Internet, hosting and voice services. Although we are experiencing price compression on our strategic services due to competition, we expect strategic revenues from these services to continue to grow during 2015. Demand for our ~~strategic~~private line services (including special access) from our wholesale customers continues to decline due to our customers' optimization of their networks, industry consolidation and technological migration to higher-speed services. While we expect that these factors will continue to negatively impact our wholesale customers, we believe the demand for our fiber-based special access services provided to wireless carriers for backhaul will partially offset the decline in copper-based special access services provided to wireless carriers as they migrate to Ethernet services, although the timing and magnitude of this technological migration remains uncertain. We anticipate continued pricing pressure for our colocation services as wholesale vendors continue to expand their enterprise colocation operations. We believe, however, that our hybrid service capabilities, which offer multiple products and services (including colocation, managed hosting, cloud and network services), will help differentiate our products and services from those offered by competitors with a narrower range of products and services. We have remained focused on expanding our managed hosting services, specifically our cloud services offerings, by endeavoring to add differentiating features to our cloud products and acquiring additional companies that we believe have strengthened our cloud products. In recent years, our competitors, as well as several large, diversified technology companies, have made substantial investments in cloud computing, which has intensified competitive pressures. This expansion in competitive cloud computing offerings has led to increased pricing pressure and competition for enterprise customers, and we expect these trends to continue. Segment revenue for hosting area network products supporting colocation and managed hosting service offerings have been relatively flat due to providing lower volumes of such services, as well as pricing pressures on VPN and bandwidth services;

Legacy services. We face intense competition with respect to our higher margin legacy services and continue to see customers migrating away from these services and into lower margin strategic services. In addition, our legacy services revenues have been, and we expect they will continue to be, adversely affected by access line losses and price compression. Our access, local services and long-distance revenues have been, and we expect will continue to be, adversely affected by customer migration to more technologically advanced services, declining demand for traditional voice services, industry consolidation and price compression caused by regulation and rate reductions. For example, many wholesale customers are substituting cable, wireless and VoIP services for traditional voice telecommunications services, resulting in continued access revenue loss. Our switched access revenues have been and will continue to be impacted by changes related to the Connect America and Intercarrier Compensation Reform order ("the 2011 order") adopted by the FCC in 2011, which we believe has increased the pace of reductions in the amount of switched access revenues we receive from our wholesale customers;

Data integration. We expect both data integration revenue and the related costs will fluctuate from year to year as ~~described~~this offering tends to be more sensitive than others to changes in ~~more detail above. We assign each~~the economy and in spending trends of our federal, state and local governmental customers, ~~to a single segment and report all~~many of ~~the revenues we derive from that customer to that segment,~~whom have recently experienced substantial budget cuts with the ~~exception~~possibility of ~~hosting revenue generated from business and wholesale customers, which is reported in hosting segment revenues. We report our segment expenses for our four segments as follows:~~

~~Direct expenses~~, which primarily are specific expenses incurred as a direct result of providing services and products to segment customers, along with selling, general and administrative expenses that are directly associated with specific segment customers or activities;additional future budget cuts; and

~~Allocated~~Operating efficiencies. We continue to evaluate our segment operating structure and focus. This involves balancing our workforce in response to our workload requirements, productivity improvements and changes in industry, competitive, technological and regulatory conditions, while achieving operational efficiencies and improving our processes through automation. However, our ongoing efforts to increase revenue will continue to require that we incur higher costs in some areas, including the hiring of additional sales employees. We also expect our business segment to benefit indirectly from enhanced efficiencies in our company-wide network operations.

The following table summarizes the results of operations from our business segment:



	Business Segment
	Three Months Ended March 31,					Increase / (Decrease)		%Change
	2015			2014		Increase / (Decrease)		%Change
	(Dollars in millions)
Segment revenues:
Strategic services	$	1,582		1,569		13		1	%
Legacy services	977			1,033		(56	)	(5	)%
Data integration	138			173		(35	)	(20	)%
Total revenues	2,697			2,775		(78	)	(3	)%
Segment expenses:
Total expenses	1,484			1,503		(19	)	(1	)%
Segment income	$	1,213		1,272		(59	)	(5	)%
Segment income margin percentage	45		%	46	%

Segment Revenues

Business revenues decreased by $78 million, or 3%, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The decrease in business segment revenues was primarily due to decline in legacy services revenues and data integration revenues, which were partially offset by growth in our strategic services revenues. The decline in legacy services revenues was attributable to a reduction in local service access lines and lower volumes of long-distance, access and traditional WAN services for the reasons noted above. The decrease in data integration revenues was primarily due to lower sales of customer premises equipment to governmental and business customers during the period. The growth in our strategic services revenues was primarily due to strong MPLS unit growth and higher Ethernet volumes, which were substantially offset by a decline in private line (including special access) services attributable to lower volumes.

Segment Expenses

Business expenses decreased by $19 million, or 1%, for the three months ended ,March 31, 2015 as compared to the three months ended March 31, 2014 primarily due to a decrease in customer premises equipment costs resulting from the lower governmental and business sales noted above and a reduction in employee-related expenses attributable to employee benefits and professional fees, which ~~include~~were partially offset by increases in network expenses, ~~facilities expenses~~external commissions and ~~other expenses such~~facility costs.

Segment Income

Business income decreased by $59 million, or 5%, for the three months ended March 31, 2015 as ~~fleet~~compared to the three months ended March 31, 2014. The decrease in business segment income was primarily due to the loss of customers and ~~real estate~~lower service volumes in our legacy services, which caused the declines in our revenues to outpace the declines in our segment expenses.

We do not assign depreciation and amortization expense or impairments to our segments, as the related assets and capital expenditures are centrally managed and are not monitored by or reported to the chief operating decision maker ("CODM") by segment. Similarly, we do not assign to our segments severance expenses, restructuring expenses and, certain centrally managed administrative functions (such as finance, information technology, legal and human resources). Interest expense is also excluded from segment results because we manage our financing on a total company basis and have not allocated assets or debt to specific segments. Similarly, we exclude other income (expense) from our segment results.

Consumer

The operations of our consumer segment have been impacted by several significant trends, including those described below:

Strategic services.In order to remain competitive and attract additional residential broadband subscribers, we believe it is important to continually increase our broadband network's scope and connection speeds. As a result, we continue to invest in our broadband network, which allows for the delivery of ~~higher speed~~higher-speed broadband services to a greater number of customers. We compete in a maturing broadband market in which most consumers already have broadband services and growth rates in new subscribers have slowed. Moreover, as described further in Item 1A of Part II of this report, demand for our broadband services could be adversely affected by competitors continuing to provide services at higher average broadband speed than ours or expanding their advanced wireless data service offerings. We also continue to expand our other strategic product offerings, including facilities-based video services. The expansion of our facilities-based video service infrastructure requires us to incur substantial content and start-up expenses in advance of marketing and selling the ~~revenue that this service is expected to generate.~~service. Although, over time, we expect that our revenue for facilities-based video services will offset the expenses incurred, the timing of this revenue growth is ~~uncertain.~~uncertain and the video business is growing increasingly competitive. We believe these efforts to expand our offerings will ultimately improve our ability to compete and increase our strategic revenues;

Legacy services. Our voice revenues have been, and we expect they will continue to be, adversely affected by access line losses. Intense competition and product substitution continue to drive our access line losses. For example, many consumers are substituting cable and wireless voice services and electronic mail, texting and social networking non-voice services for traditional voice telecommunications services. We expect that these factors will continue to negatively impact our business. As a result of the expected loss of ~~high~~higher margin services associated with access lines, we continue to offer our customers service bundling and other product promotions to help mitigate this trend, as described below;

Service bundling and product promotions. We offer our customers the ability to bundle multiple products and services. These customers can bundle local services with other services such as broadband, video, long-distance and wireless. While we believe our bundled service offerings can help retain customers, they also tend to lower our profit margins in the consumer segment; and

Operating efficiencies. We continue to evaluate our segment operating structure and focus. This involves balancing our ~~segment~~ workforce in response to our workload requirements, productivity improvements and changes in industry, competitive, technological and regulatory conditions. We also expect our consumer segment to benefit indirectly from enhanced efficiencies in our company-wide network operations.

The following ~~tables summarize~~table summarizes the results of operations from our consumer segment:


	Consumer Segment									Consumer Segment
	Three Months Ended June 30,					Increase / (Decrease)		% Change		Three Months Ended March 31,					Increase / (Decrease)		% Change
	2014			2013		Increase / (Decrease)		% Change		2015			2014		Increase / (Decrease)		% Change
	(Dollars in millions)									(Dollars in millions)
Segment revenues:
Strategic services	$	709		653		56		9	%	$	738		702		36		5	%
Legacy services	790			840		(50	)	(6	)%	758			806		(48	)	(6	)%
Data integration	1			1		—		—	%	1			1		—		—	%
Total revenues	1,500			1,494		6		—	%	1,497			1,509		(12	)	(1	)%
Segment expenses:
Direct	478			458		20		4	%
Allocated	121			116		5		4	%
Total expenses	599			574		25		4	%	589			593		(4	)	(1	)%
Segment income	$	901		920		(19	)	(2	)%	$	908		916		(8	)	(1	)%
Segment margin percentage	60		%	62	%
Segment income margin percentage										61		%	61	%

Consumer Segment
Six Months Ended June 30,
Increase /
(Decrease)
% Change
2014 2013
(Dollars in millions)
Segment revenues:
Strategic services $ 1,411
1,298
113
9 %
Legacy services 1,596
1,704
(108 ) (6 )%
Data integration 2
3
(1 ) (33 )%
Total revenues 3,009
3,005
4
— %
Segment expenses:
Direct 944
894
50
6 %
Allocated 238
229
9
4 %
Total expenses 1,182
1,123
59
5 %
Segment income $ 1,827
1,882
(55 ) (3 )%
Segment margin percentage 61 % 63 %

Segment Revenues

Consumer revenues ~~increased~~decreased by $6$12 million, or ~~less than~~ 1%, for the three months ended ~~June 30, 2014~~March 31, 2015 as compared to the three months ended ~~June 30, 2013~~ ~~and increased by $4 million, or less than 1%, for the~~ ~~six months endedJune 30,~~March 31, 2014 ~~as compared to the~~ ~~six months endedJune 30, 2013~~. The increase in strategic services revenues for both periods was due primarily to volume increases in our facilities-based video services and increases in the number of broadband subscribers, as well as from price increases on various services. The decline in legacy services revenues ~~for both periods~~ was primarily due to declines in local and long-distance service volumes associated with access line losses resulting from the ~~competitive~~reasons noted above. The increase in strategic services revenues was due primarily to increases in the number of our Prism TV customers and ~~technological changes described above.~~increases in the number of broadband subscribers, as well as from price increases on various services.

Segment Expenses

Consumer expenses ~~increased~~decreased by ~~$25~~$4 million, or 4%1%, for the three months ended ~~June 30, 2014~~March 31, 2015 as compared to the three months ended ~~June 30, 2013~~March 31, 2014 primarily due to ~~an increase~~decreases in employee-related expenses, which were substantially offset by increases in programming expenses for Prism TV content resulting from ~~base~~ subscriber growth in our Prism TV markets ~~which were partially offset by decreases in employee related costs. Consumer expenses increased by $59 million, or 5%, for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~ ~~primarily due to~~and content rate increases ~~in marketing~~ and ~~advertising expenses and for Prism TV content resulting from base subscriber growth in our Prism TV markets, which were partially offset by reductions in employee related costs.~~bad debt expense.

Segment Income

Consumer income decreased by ~~$19~~$8 million, or 2%1%, for the three months ended ~~June 30, 2014~~March 31, 2015 as compared to the three months ended ~~June 30, 2013~~ ~~and decreased by $55 million, or 3%, for the~~ ~~six months endedJune 30,~~March 31, 2014 ~~as compared to the~~ ~~six months endedJune 30, 2013~~. The decline in consumer segment income ~~for both periods~~ was primarily due to customers migrating from legacy services to lower margin strategic services, which caused our segment ~~expenses~~revenues to ~~increase at a faster pace than segment revenues.~~

~~Business~~

~~The operations of our business segment have been impacted by several significant trends, including those described below:~~

~~Strategic services.~~ ~~Our mix of total segment revenues continues to migrate from legacy services to strategic services as our commercial, enterprise, global~~decrease and governmental customers increasingly demand customized and integrated data, Internet and voice services. We offer diverse combinations of emerging technology products and services such as private line, MPLS, and VoIP services. We believe these services afford our customers more flexibility in managing their communications needs and improve the effectiveness and efficiency of their operations. Although we are experiencing price compression on our strategic services due to competition, we expect strategic revenues from these services to continue to grow during 2014;

~~Legacy services.~~ We face intense competition with respect to our high margin legacy services and continue to see customers migrating away from these services and into lower margin strategic services. In addition, our legacy services revenues have been, and we expect they will continue to be, adversely affected by access line losses and price compression;

~~Data integration.~~ We expect both data integration revenue and the related costs will fluctuate from quarter to quarter as this offering tends to be more sensitive than others to changes in the economy and in spending trends of our federal, state and local governmental customers, many of whom have recently experienced substantial budget cuts with the possibility of additional future budget cuts; and

~~Operating efficiencies.~~ We continue to evaluate our operating structure and focus. This involves balancing our segment workforce in response to our workload requirements, productivity improvements and changes in industry, competitive, technological and regulatory conditions, while achieving operational efficiencies and improving our processes through automation. However, our ongoing efforts to increase revenue will continue to require that we incur higher costs in some areas, including the hiring of additional sales employees. We also expect our business segment to benefit indirectly from efficiencies in our company-wide network operations.

~~The following tables summarize the results of operations from our business segment:~~

Business Segment
Three Months Ended June 30,
Increase /
(Decrease)
%Change
2014 2013
(Dollars in millions)
Segment revenues:
Strategic services $ 663
615
48
8 %
Legacy services 715
744
(29 ) (4 )%
Data integration 186
166
20
12 %
Total revenues 1,564
1,525
39
3 %
Segment expenses:
Direct 866
804
62
8 %
Allocated 106
108
(2 ) (2 )%
Total expenses 972
912
60
7 %
Segment income $ 592
613
(21 ) (3 )%
Segment margin percentage 38 % 40 %

Business Segment
Six Months Ended June 30,
Increase /
(Decrease)
%Change
2014 2013
(Dollars in millions)
Segment revenues:
Strategic services $ 1,318
1,229
89
7 %
Legacy services 1,446
1,497
(51 ) (3 )%
Data integration 359
304
55
18 %
Total revenues 3,123
3,030
93
3 %
Segment expenses:
Direct 1,720
1,557
163
10 %
Allocated 218
212
6
3 %
Total expenses 1,938
1,769
169
10 %
Segment income $ 1,185
1,261
(76 ) (6 )%
Segment margin percentage 38 % 42 %

~~Segment Revenues~~

~~Business segment revenues increased by $39 million, or 3%, for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ ~~and increased by $93 million, or 3%, for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~. The increase in business segment revenues for both periods was primarily due to growth in our strategic services revenues and data integration revenues, which were partially offset by a decline in legacy services revenues. The growth in our strategic services revenues for both periods was primarily due to strong MPLS unit growth, higher Ethernet volume and an increase in broadband rates, which were slightly offset by a decline in private line (including special access) services. The increase in data integration revenues for both periods was primarily due to higher sales of customer premise equipment to governmental and business customers during the period. The decline in legacy services revenues for both periods was attributable to lower volumes of local, long-distance and traditional WAN services.

~~Segment Expenses~~

~~Business expenses increased by $60 million, or 7%, for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ primarily due to increases in employee related expenses attributable to higher wages and benefits, customer premise equipment costs resulting from higher governmental and business sales noted above and facility costs driven by MPLS unit growth. Business expenses increased by $169 million, or 10%, for the ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~ primarily due to increases in employee related expenses attributable to higher wages, benefits and internal commissions, customer premise equipment costs resulting from higher governmental and business sales noted above, facility costs driven by MPLS unit growth and marketing and advertising expenses.

~~Segment Income~~

~~Business income decreased by $21 million, or 3%, for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ ~~and decreased by $76 million, or 6%, for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013. The decrease in business segment income for both periods was primarily due to customers migrating from legacy services to lower margin strategic services, which caused~~ our segment expenses to ~~increase at a faster pace than segment revenues.~~

~~Wholesale~~

~~The operations of our wholesale segment have been impacted by several significant trends, including those described below:~~

~~Strategic services.~~ Demand for our private line services (including special access) has begun to decline due to our customers' optimization of their networks, industry consolidation and technological migration. While we expect that these factors will continue to negatively impact our wholesale segment, we believe the demand for our fiber-based special access services provided to wireline and wireless carriers for backhaul will partially offset the decline in copper-based special access services provided to wireline and wireless carriers as they migrate to Ethernet services, although the timing and magnitude of this technological migration remains uncertain;

~~Legacy services.~~ Our access, local services and long-distance revenues have been and we expect will continue to be adversely affected by customer migration to more technologically advanced services, declining demand for traditional voice services, industry consolidation and price compression caused by regulation and rate reductions. For example, wholesale consumers are substituting cable, wireless and VoIP services for traditional voice telecommunications services, resulting in continued access revenue loss. Our switched access revenues have been and will continue to be impacted by changes related to the Connect America and Intercarrier Compensation Reform order ("CAF order") adopted by the Federal Communications Commission ("FCC") on October 27, 2011 that we believe has increased the pace of reductions in the amount of switched access revenues we receive in our wholesale segment. Conversely, the FCC instituted an access recovery charge that we believe will allow us to recover the majority of these lost revenues directly from end users in our consumer and business segments. We expect the effect of these factors will continue to adversely impact our wholesale segment; and

~~The following tables summarize the results of operations from our wholesale segment:~~

Wholesale Segment
Three Months Ended June 30, Increase /
(Decrease) % Change
2014 2013
(Dollars in millions)
Segment revenues:
Strategic services $ 568
571
(3 ) (1 )%
Legacy services 298
339
(41 ) (12 )%
Total revenues 866
910
(44 ) (5 )%
Segment expenses:
Direct 46
50
(4 ) (8 )%
Allocated 237
251
(14 ) (6 )%
Total expenses 283
301
(18 ) (6 )%
Segment income $ 583
609
(26 ) (4 )%
Segment margin percentage 67 % 67 %

Wholesale Segment
Six Months Ended June 30, Increase /
(Decrease) % Change
2014 2013
(Dollars in millions)
Segment revenues:
Strategic services $ 1,138
1,142
(4 ) — %
Legacy services 590
674
(84 ) (12 )%
Total revenues 1,728
1,816
(88 ) (5 )%
Segment expenses:
Direct 87
80
7
9 %
Allocated 472
495
(23 ) (5 )%
Total expenses 559
575
(16 ) (3 )%
Segment income $ 1,169
1,241
(72 ) (6 )%
Segment margin percentage 68 % 68 %

~~Segment Revenues~~

~~Wholesale revenues decreased by $44 million, or 5%, for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ ~~and decreased by $88 million, or 5%, for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~. The decline in legacy services revenues for both periods reflects continuing declines in access and long-distance services volumes and revenues due to the substitution of cable, wireless and VoIP services for traditional voice telecommunications services. The decline in strategic services revenues for both periods was due to lower private line and special access services revenues, which were substantially offset by an increase in Ethernet revenues from higher volume.

~~Segment Expenses~~

~~Wholesale expenses decreased by $18 million, or 6%, for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013. Total direct expenses decreased for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ primarily due to decreases in access and network expenses, partially offset by an increase in amortization of deferred costs for new circuit installations. Allocated expenses for the three months ended ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ ~~decreased primarily due to a reduction in allocated facility costs and employee salaries. Wholesale expenses decreased by $16 million, or 3%, for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013. Total direct expenses increased for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~ ~~primarily due to increases in access expense and amortization of deferred costs for new circuit installations. Allocated expenses for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~ ~~decreased primarily due to lower allocated facility costs and employee related expenses.~~

~~Segment Income~~

The decline in segment expenses was more than offset by declines in both strategic and legacy services revenues, which largely contributed to the lower wholesale segment income of $26 million, or 4%, and $72 million, or 6%, for the three and six months ended ~~June 30, 2014~~ ~~as compared to the three and six months ended~~ ~~June 30, 2013~~.

~~Hosting~~

~~The operations of our hosting segment have been impacted by several significant trends, including those described below:~~

~~Colocation.~~ Colocation services are designed for customers seeking data center space and power for their server and networking equipment needs. Our data centers provide our customers around the world with a secure, high-powered, purpose-built location for their IT equipment. We anticipate continued pricing pressure for these services as wholesale vendors continue to expand their enterprise colocation operations; however, we believe that our hybrid data centers, which offer multiple products and services (including colocation, managed hosting, cloud and network services) will help differentiate our offerings;

~~Managed hosting.~~ Managed hosting services provide a fully managed solution for customers' IT infrastructure and network needs, and include dedicated and cloud hosting services, computing capacity, consulting and managed security services. In recent years, our competitors, as well as several large diversified technology companies, have made substantial investments in cloud computing, which has intensified competitive pressures. We believe that this expansion in competitive cloud computing offerings has led to increased pricing pressure and competition for enterprise customers, and expect those trends to continue. However, we have remained focused on expanding our managed hosting business, specifically our cloud service offerings, by endeavoring to add differentiating features to our cloud products and acquiring additional companies that we believe have strengthened our cloud products;

~~Network services.~~ Network services are comprised of our hosting area network products supporting colocation and managed hosting service offerings. Network services also include managed VPN and bandwidth services. Segment income for these services has been relatively flat due to pricing pressures on VPN and bandwidth services, and a decrease in the volume of our hosting area network services; and

~~The following tables summarize the results of operations from our hosting segment, which are all categorized as strategic services:~~

Hosting Segment
Three Months Ended June 30, Increase /
(Decrease) % Change
2014 2013
(Dollars in millions)
Segment revenues $ 358
347
11
3 %
Segment expenses 264
254
10
4 %
Segment income $ 94
93
1
1 %
Segment margin percentage 26 % 27 %

Hosting Segment
Six Months Ended June 30, Increase /
(Decrease) % Change
2014 2013
(Dollars in millions)
Segment revenues $ 712
681
31
5 %
Segment expenses 538
502
36
7 %
Segment income $ 174
179
(5 ) (3 )%
Segment margin percentage 24 % 26 %

~~Segment Revenues~~

~~Hosting revenues increased by $11 million, or 3%, for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ ~~and increased by $31 million, or 5%, for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~. The increase in segment revenues for both periods was primarily due to growth in managed hosting and colocation services, which were slightly offset by a decline in MPLS services. The increase in revenues for both periods was driven by new customer growth and the impact of revenues contributed from recent acquisitions.

~~Segment Expenses~~

~~Hosting expenses increased by $10 million, or 4%, for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013~~ primarily due to increases in employee related costs, professional fees, network expenses and real estate and power costs, which were partially offset by a decrease in facility costs. Hosting expenses increased by $36 million, or 7%, for the ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~ ~~primarily due to increases in employee related costs, professional fees, network expenses, external commissions and real estate and power costs.~~

~~Segment Income~~

~~Hosting income remained flat for the three months ended~~ ~~June 30, 2014~~ ~~as compared to the three months ended~~ ~~June 30, 2013. Hosting income decreased by $5 million, or 3%, for the~~ ~~six months endedJune 30, 2014~~ ~~as compared to the~~ ~~six months endedJune 30, 2013~~ ~~primarily due to the increase in segment expenses out pacing segment revenue.~~increase.

Liquidity and Capital Resources

Overview

At ~~June 30, 2014~~March 31, 2015, we held cash and cash equivalents of ~~$181~~$155 million and we had approximately $~~1.2~~1.7 billion of borrowing capacity available under our $2.0 billion revolving credit facility ~~(referred~~(as amended and referred to as our "Credit Facility", which is described further below). At ~~June 30, 2014~~March 31, 2015, cash and cash equivalents of $6553 million were held in foreign bank accounts for the purpose of funding our foreign operations. Due to various factors, our access to foreign cash is generally much more restricted than our access to domestic cash.

~~We and our Board of Directors monitor our use of cash throughout the year, but with enhanced scrutiny early each year in connection with the review of annual budgets.~~ In connection with our budgeting process in early ~~2014~~2015, our executive officers and our Board of Directors reviewed our sources and potential uses of cash over the next several years, including among other things the previously-disclosed effect of the anticipated depletion of our federal net operating loss carryforwards ~~by 2015 and the implementation of a new 2014 share repurchase program.~~during 2015.

Based on our current capital allocation objectives, during the remaining ~~six~~nine months of ~~2014~~2015 we anticipate expending approximately ~~$1.6~~$2.4 billion of cash for capital investment in property, plant and equipment and up to ~~$618~~$916 million for dividends on our common stock, based on the current quarterly common stock dividend rate of $0.54 and the current number of outstanding common shares. We have debt maturities of approximately ~~$600~~$92 million, scheduled debt principal payments of ~~$11~~approximately $17 million and scheduled capital lease and other obligation payments of ~~$67~~approximately $56 million due during the remainder of ~~2014~~.2015. We also anticipate expending cash for repurchasing common stock, but the amount will largely depend on market conditions.

We will continue to monitor our future sources and uses of cash, and anticipate that we will make adjustments to our capital allocation strategies when, as and if determined by our Board of Directors. We ~~may also draw on~~use our revolving credit facility as a source of liquidity for operating activities and to give us additional flexibility to finance, among other things, our capital investments, repayments of debt, pension contributions, dividends or stock repurchases.

We currently expect to continue our current practice of paying quarterly cash dividends in respect of our common stock, subject to our board's discretion to modify or terminate this practice at any time and for any reason.

Capital Expenditures

We incur capital expenditures on an ongoing basis in order to enhance and modernize our networks, compete effectively in our markets and expand our service offerings. We evaluate capital expenditure projects based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, productivity, expenses, service levels and customer retention) and our expected return on investment. The amount of capital investment is influenced by, among other things, demand for our services and products, cash flow generated by operating activities, cash required for other purposes and regulatory considerations. Based on our current objectives, we estimate our total capital expenditures towill be approximately ~~$1.6~~$2.4 billion for the remaining ~~six~~nine months of ~~2014~~.2015.

Our capital expenditures continue to be focused largely on our strategic ~~services such as video, broadband and managed hosting~~ services. In particular, we expect to continue to focus on expanding our fiber infrastructure, including installations of "fiber to the tower," which is a type of telecommunications network consisting of fiber-optic cables that run from a wireless carrier's mobile telephone switching office to cellular towers to enable the delivery of higher bandwidth services supporting mobile technologies than would otherwise generally be available through a more traditional copper-based telecommunications network and on software development. For more information on capital spending, see Items 1 and 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

Debt and Other Financing Arrangements

Subject to market conditions, we expect to continue to issue debt securities from time to time in the future to refinance a substantial portion of our maturing debt, including issuing Qwest Corporation debt securities to refinance its maturing debt ~~(including its $600 million of 7.5% senior notes maturing on October 1, 2014)~~ to the extent feasible. The availability, interest rate and other terms of any new borrowings will depend on the ratings assigned to us and Qwest Corporation by ~~the~~ credit rating agencies, among other factors.

As of the date of this report, the credit ratings for the senior unsecured debt of CenturyLink, Inc. and Qwest Corporation were as follows:



Agency	CenturyLink, Inc.	Qwest Corporation
Standard & Poor's	BB	BBB-
Moody's Investors Service, Inc.	Ba2	Baa3
Fitch Ratings	BB+	BBB-

Our credit ratings are reviewed and adjusted from time to time by the rating agencies, and downgrades of CenturyLink's senior unsecured debt ratings could, under certain circumstances, incrementally increase the cost of our borrowing under the Credit Facility. Moreover, any downgrades of CenturyLink's or Qwest Corporation's senior unsecured debt ratings could impact our access to debt capital or further raise our borrowing costs. See "Risk Factors—Risks Affecting our Liquidity and Capital Resources" in Item 1A of Part II of this report.

Net Operating Loss Carryforwards

We are currently using NOLs to offset our federal taxable income. At December 31, 2014, we had approximately $1.6 billion of federal net operating losses. Based on current laws and circumstances, including the statutory extension allowing bonus depreciation for 2014, we now expect to deplete a substantial portion of these tax benefits during 2015. Once our NOLs are substantially utilized, we expect that the amounts of our cash flows dedicated to the payment of federal taxes will increase substantially thereafter. The amounts of those payments will depend upon many factors, including future earnings, tax law changes and future tax circumstances. For additional information, see "Risk Factors—Risks Affecting Our Liquidity and Capital Resources" appearing in Item 1A of Part II of this report.

Dividends

We currently expect to continue our current practice of paying quarterly cash dividends in respect of our common stock subject to our Board of Directors' discretion to modify or terminate this practice at any time and for any reason. ~~In early 2013, our Board of Directors approved a~~ ~~25.5%~~ ~~reduction in our~~Our current quarterly common stock dividend rate tois $0.54 per share, as approved by our Board of Directors, which we believe ~~resulted in~~is a dividend ~~payout~~ rate per share that ~~is more sustainable over~~gives us the ~~long-term, and thereby increased our~~ flexibility to balance our multiple objectives of managing our business, paying our fixed commitments and returning cash to our shareholders. Assuming continued payment at this rate of $0.54 per share, our total dividends paid each quarter would be approximately $~~309~~305 million based on our current number of outstanding shares (which does not reflect shares that we might repurchase or issue in future periods). See "Risk Factors—Risks Affecting Our Business" in Item 1A of Part II of this report and the discussion of our stock repurchase program below.

Stock Repurchase ~~Programs~~

~~In February 2013, our Board of Directors authorized us to repurchase up to~~ ~~$2 billion~~ of our outstanding common stock. On May 29, 2014, we completed the 2013 stock repurchase program, repurchasing over the course of the program a total of 59.5 million shares on the open market at an average price of $33.63 per share. The repurchased common stock has been retired. For additional information on repurchases made during the three months ended ~~June 30, 2014, see Item 2 of Part II of this report.~~Program

In February 2014, our Board of Directors authorized a ~~new~~ 24-month program to repurchase up to an aggregate of $1 billion of our outstanding common stock. This ~~new~~ 2014 stock repurchase program took effect on May 29, 2014, immediately upon the completion of ~~the above-described~~our predecessor 2013 stock repurchase program. AsFor the three months ended March 31, 2015, we repurchased 4.5 million shares for $170 million or an average purchase price of ~~June 30, 2014, we had approximately~~ ~~$955 million~~ ~~remaining available for stock repurchases~~$37.53 per share under this 2014 stock repurchase program ~~(including~~(excluding common shares that, as of ~~June 30, 2014~~,March 31, 2015, we had agreed to purchase under ~~this~~the program for $6an aggregate of $9 million in transactions that settled early in the ~~third~~second quarter of ~~2014)~~2015). ~~As of August 5, 2014, we had repurchased 2.6 million shares for $97.3 million or an average purchase price of $37.07 per share under this new program.~~ The repurchased common stock has been retired. We currently expect to continue ~~executing~~purchasing shares under this 2014 ~~share repurchase~~ program in open market transactions, subject to market conditions and other factors. As of March 31, 2015, we had approximately $630 million remaining available for stock repurchases under this 2014 stock repurchase program. As of May 4, 2015, we had repurchased 11.7 million shares for $439 million, or an average price of $37.60 per share, under our 2014 stock repurchase program. For additional information on repurchases made during the three months ended ~~June 30, 2014~~March 31, 2015, see Item 2 of Part II of this report.

3731

Credit Facilities and Term Loans

We ~~have access to up to~~maintain a $2 billion ~~aggregate principal amount of revolving credit under an amended and restated~~ revolving credit facility, ~~that~~which, as amended, matures ~~in April 2017.~~on December 3, 2019. The ~~credit facility~~amended Credit Facility (the "Credit Facility") has 1816 lenders, with commitments ranging from ~~$2.5~~$3.5 million to ~~$181~~$198.5 million and allows us to obtain revolving loans and to issue up to $400 million of letters of credit, which upon issuance ~~reduce~~reduces the amount available for other extensions of credit. Interest is assessed on borrowings using either the LIBOR or the base rate (each as defined in the Credit Facility) plus an applicable margin between ~~1.25%~~1.00% and 2.25% per annum for LIBOR loans and ~~0.25%~~0.00% and 1.25% per annum for base rate loans depending on our then current senior unsecured long-term debt rating. Our obligations under the Credit Facility are ~~currently~~ guaranteed by ~~three~~nine of our ~~wholly-owned subsidiaries, Embarq, QCII and Savvis, Inc., one of QCII's wholly-owned subsidiaries and one of Savvis, Inc.'s wholly-owned~~ subsidiaries. At ~~June 30, 2014~~March 31, 2015, we had ~~$845~~$300 million in borrowings and no amounts of letters of credit outstanding under the Credit Facility.

Under the Credit Facility, we, and our indirect subsidiary, Qwest Corporation, must maintain a debt to EBITDA (earnings before interest, taxes, depreciation and amortization, as defined in our Credit Facility) ratio of not more than 4.0:1.0 and 2.85:1.0, respectively, as of the last day of each fiscal quarter for the four quarters then ended. The Credit Facility also contains a negative pledge covenant, which generally requires us to secure equally and ratably any advances under the Credit Facility if we pledge assets or permit liens on our property for the benefit of other debtholders. The Credit Facility also has a cross payment default provision, and the Credit Facility and certain of our debt securities also have cross acceleration provisions. When present, these provisions could have a wider impact on liquidity than might otherwise arise from a default or acceleration of a single debt instrument. To the extent that our EBITDA (as defined in our Credit Facility) ~~declines for~~is reduced by cash settlements or judgments, including in respect of any ~~reason,~~of the matters discussed in Note 8—Commitment and Contingencies to our consolidated financial statements in Item 1 of Part I of this report, our debt to EBITDA ratios under certain debt agreements will be adversely affected. This could reduce our financing flexibility due to potential restrictions on incurring additional debt under certain provisions of our debt agreements or, in certain circumstances, could result in a default under certain provisions of such agreements.

At ~~June 30, 2014~~March 31, 2015, we owed ~~$391~~$374 million under a term loan maturing in 2019, ~~that~~which includes covenants substantially the same as those set forth in the Credit Facility. At March 31, 2015, QC owed $100 million under a term loan maturing in 2025.

We have a $160 million uncommitted revolving letter of credit facility which enables us to provide letters of credit under terms that may be more favorable than those under the Credit Facility. At ~~June 30, 2014~~March 31, 2015, our outstanding letters of credit totaled $~~116~~119 million under this facility.

On March 13, 2015, we amended our term loan agreement to reduce the interest rate payable by us thereunder and to modify some covenants to provide additional flexibility.

In January 2015, we entered into a $100 million uncommitted revolving line of credit with one of the lenders under the Credit Facility.

Future Contractual Obligations

For information regarding our estimated future contractual obligations, see the MD&A discussion included in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

Pension and Post-retirement Benefit Obligations

We are subject to material obligations under our existing defined benefit pension plans and post-retirement benefit plans. ~~The~~At December 31, 2014, the accounting unfunded status ~~or benefit obligations as of~~ ~~December 31, 2013~~ of our defined benefit pension plans and post-retirement plans were ~~$1.055~~$2.5 billion and ~~$3.153~~$3.5 billion, respectively. See Note 8—7—Employee Benefits to our consolidated financial statements in Item 8 of Part II of our Annual Report Form 10-K for the year ended December 31, ~~2013~~2014 for additional information about our pension and post-retirement benefit arrangements.

Benefits paid by our qualified pension ~~plans~~plan are paid through a trust that holds all plan assets. ~~Based~~We made no cash contributions to the trust for the three months ended March 31, 2015 and, based on current laws and circumstances, we do not expect any contributions to be required ~~to make approximately $62 million in contributions to the plans during~~for our qualified pension plan for the remaining ~~six~~nine months of ~~2014.~~2015. The amount of required contributions to our ~~plans~~qualified pension plan in ~~2015~~2016 and beyond will depend on a variety of factors, most of which are beyond our control, including earnings on plan investments, prevailing interest rates, demographic experience, changes in plan benefits and changes in funding laws and regulations.

Certain of our post-retirement health care and life insurance benefits plans are unfunded. Several trusts hold assets that are used to ~~help~~partially cover the health care costs of certain retirees. As of December 31, ~~2013~~2014, the fair value of these trust assets was approximately $~~535~~353 million; however, a portion of these assets is comprised of investments with restricted liquidity. We estimate that the more liquid assets in the trust will be adequate to provide continuing reimbursements for covered post-retirement health care costs for approximately ~~three~~two years. Thereafter, covered benefits will be paid either directly by us or from the trusts as the remaining assets become liquid. This projected ~~three~~two year period could be ~~substantially~~ shorter or longer depending on ~~changes in healthcare cost trends, our actual~~ returns on plan assets, the timing of maturities of illiquid plan assets ~~the actual timing of reimbursement payments~~ and future changes in benefits.

For ~~2014,~~2015, our estimated annual long-term rate of return ~~on the pension plans trust assets~~ is 7.5% ~~and~~ for both the pension plan trust assets and post-retirement plans trust assets, ~~is 7.3%~~ based on the assets currently ~~held; however,~~held. However, actual returns could be substantially different.

In 2014, we adopted new mortality assumptions, which significantly increased the accounting unfunded status of our pension and post-retirement benefit obligations. For additional information on this and other factors that could influence our funding commitments under ~~these and other~~our benefit plans, see "Critical Accounting Policies and Estimates—Pension and ~~Post-Retirement~~Post-retirement Benefits" in this Item 7 of Part II of our Annual Report Form 10-K for the year ended December 31, ~~2013~~2014 and "Risk Factors—Risks Affecting ~~our~~Our Liquidity and Capital Resources—Increases in costs for pension and healthcare benefits for our active and retired employee may reduce our profitability and increase our funding commitments" in Item 1A of Part II of this report.

~~Net Operating Loss Carryforwards~~Connect America Fund

In October 2011, the FCC adopted the Connect America and Intercarrier Compensation Reform order intended to reform the existing regulatory regime to recognize ongoing shifts to new technologies. Among other changes, this initial ruling established the framework for a multi-year transition of federal universal service funding to a new system where such funding is explicitly targeted to the deployment and provisioning of broadband services in high cost areas. In December 2014, the FCC issued an order finalizing requirements and conditions of the CAF phase 2 program in order to proceed with the offer of support to price cap carriers. On April 29, 2015 the FCC announced the official offer of support to price cap carriers, on a state by state basis, to build and operate a network capable of providing high-speed broadband services to underserved areas. We now have until August 27, 2015 to elect whether to exercise a “right of first refusal” to provide broadband services to households in unserved/underserved areas of our service territory. The FCC has offered to us up to $514 million per year for the next six years to provide service to 1,190,016 locations in census blocks subject to the offer. To the extent that we choose not to accept these opportunities and related CAF Phase 2 funds for any state under our right of first refusal, we expect that those opportunities and funds would be awarded at auction in either 2016 or 2017. We currently expect that we, as well as other communications companies, would be able to participate in these various future state auctions in either 2016 or 2017.

The effects on us of either accepting or rejecting CAF Phase 2 funding are ~~currently using NOLs~~highly uncertain over the long term. In states where we accept the CAF Phase 2 funding, the annual distributions will begin later in 2015. In states where we do not accept CAF Phase 2 support, the legacy USF high-cost support, also referred to ~~offset~~as “Frozen Support”, we have historically received, will continue until the CAF Phase 2 auctions are completed. If we elect by August 27, 2015 to receive all $514 million CAF Phase 2 funding available to us, the total support per year will be approximately $169 million greater than the federal Universal Service Fund high-cost support subsidies the CAF Phase 2 opportunities would replace. However, to obtain this additional $169 million of support, we will likely need to increase our planned capital expenditures by over $500 million per year. Conversely, if we elect to forego all available CAF Phase 2 funding, we will continue to receive approximately $345 million in federal USF high-cost support subsidies in 2015 and at least a portion of ~~our federal taxable income. We~~2016, but the program’s impact on us beyond 2016 would depend on the extent to which we would participate and prevail in the future auctions described above. If we ultimately receive no CAF Phase 2 funding (either through elections not to participate in the program or failures to prevail at the future auctions), we anticipate forfeiting following such future auctions a substantial portion of the approximately $345 million of USF high-cost support funds that we expect to ~~deplete~~receive in 2015. These forfeitures would have a ~~significant portion of these NOLs and certain other deferred tax attributes by~~material adverse impact on our cash flows.

Historically, we have recognized the ~~end of 2014, and substantially all of these tax benefits by 2015. Once our NOLs are fully utilized, we expect that the amounts~~full amount of our ~~cash flows dedicated~~annual federal USF high-cost support payments as revenue in the year received. We are still in the process of determining how to recognize funds that may be received under CAF Phase 2, but because of differences inherent in the CAF Phase 2 process, we will likely defer the recognition of CAF Phase 2 funding until specific CAF Phase 2 deployment projects are completed. This potential difference in accounting treatment could materially reduce our revenue beginning at the date, on or before August 27, 2015, when we formally elect to receive any CAF Phase 2 funds. Participating in this CAF phase 2 program would likely generate incremental broadband subscribers and revenue which, however, would not occur until the network build is complete and service is available at the required broadband speeds.

As of the date of filing of this report, we have not yet decided whether to accept or reject any specific build-out opportunities and related CAF support payments available to us under the Phase 2 program. We continue to evaluate our options with respect to the ~~payment~~opportunities afforded to us under the FCC’s CAF Phase 2 program, including assessing whether our projected return on capital warrants pursuing these opportunities in our various markets. Although we cannot determine at this point the ultimate impact of ~~federal taxes~~the implementation of the FCC’s CAF Phase 2 program on us, it could have a material impact on our revenues, expenses and cash flows.

In 2013, under the second round of the first phase of the CAF program, we received $40 million in funding for deployment of broadband services in rural areas. The recently issued CAF Phase 2 program overlaps certain eligible areas of the second round funding, and we are currently unable to determine how much of the $40 million in funding we will ~~increase substantially.~~utilize or return to the FCC. The ~~amounts~~$40 million of ~~those payments will depend upon many factors, including future earnings, tax law changes and future tax circumstances.~~ CAF second round of the first phase funding is included in other noncurrent liabilities on our consolidated balance sheet as of March 31, 2015.

For additional information, see ~~"Risk Factors—Risks Affecting our Liquidity and Capital Resources" appearing~~"Business—Regulation" in Item 1A1 of Part III of ~~this report.~~our Annual Report Form 10-K for the year ended December 31, 2014.

Historical Information

The following table summarizes our consolidated cash flow activities:


	Six Months Ended June 30,					Increase / (Decrease)		Three Months Ended March 31,					Increase / (Decrease)
	2014			2013		Increase / (Decrease)		2015			2014		Increase / (Decrease)
	(Dollars in millions)							(Dollars in millions)
Net cash provided by operating activities	$	2,509		2,856		(347	)	$	1,336		1,380		(44	)
Net cash used in investing activities	(1,419		)	(1,312	)	107		(610		)	(682	)	(72	)
Net cash used in financing activities	(1,077		)	(1,541	)	(464	)	(699		)	(647	)	52

Net cash provided by operating activities decreased by ~~$347~~$44 million for the ~~six~~three months ended ~~June 30, 2014~~March 31, 2015 as compared to the ~~six~~three months ended ~~June 30, 2013~~March 31, 2014 primarily due to a ~~negative variance~~decrease in net income adjusted for non-cash items and ~~a decrease~~negative variances in the ~~change~~changes in accounts receivable and accounts payable. These decreases were substantially offset by a positive variance in other current assets and liabilities, net, which ~~includes~~was primarily due to a payment of approximately $235 million in the first quarter of 2014 to settle certain litigation. ~~These decreases were substantially offset by positive variances in the changes in retirement benefits and other noncurrent assets and liabilities, net.~~ For additional information about our operating results, see "Results of Operations" above. ~~For additional information about the settlement payment, see Note 8—Commitments and Contingencies to our consolidated financial statements in Item 1 of Part I of this report.~~

Net cash used in investing activities ~~increased~~decreased by ~~$107~~$72 million for the ~~six~~three months ended ~~June 30, 2014~~March 31, 2015 as compared to the ~~six~~three months ended ~~June 30, 2013~~March 31, 2014 primarily due to ~~less proceeds received from the sale of intangible assets.~~a decrease in payments for property, plant and equipment and capitalized software.

Net cash used in financing activities ~~decreased~~increased by ~~$464~~$52 million for the ~~six~~three months ended ~~June 30, 2014~~March 31, 2015 as compared to the ~~six~~three months ended ~~June 30, 2013 substantially~~March 31, 2014 primarily due to an increase in net debt paydowns, which were partially offset by a reduction in common stock repurchases.

On March 19, 2015, we issued $500 million aggregate principal amount of 5.625% Notes due 2025, in exchange for net proceeds, after deducting underwriting discounts and other expenses, of approximately $494 million. The Notes are senior unsecured obligations and may be redeemed, in whole or in part, at any time before January 1, 2025 at a redemption price equal to the greater of 100% of the principal amount of the Notes or the sum of the present value of the remaining scheduled payments of principal and interest on the Notes, discounted to the redemption date in the manner described in the Notes, plus accrued and unpaid interest to the redemption date. At any time on or after January 1, 2025, we may redeem the Notes at par plus accrued and unpaid interest to the redemption date. In addition, at any time on or prior to April 1, ~~2014,~~2018, we may redeem up to 35% of the principal amount of the Notes at a ~~subsidiary~~redemption price equal to 105.625% of ~~Embarq~~the principal amount thereof, plus accrued and unpaid interest to the redemption date, with net cash proceeds of certain equity offerings. Under certain circumstances, we will be required to make an offer to repurchase the Notes at a price of 101% of the aggregate principal amount plus accrued and unpaid interest to the repurchase date.

On February 20, 2015, QC entered into a term loan in the amount of $100 million with CoBank, ACB. The outstanding unpaid principal amount of this term loan plus any accrued and unpaid interest is due on February 20, 2025, the maturity date of the loan. Interest is paid quarterly based upon either the London Interbank Offered Rate (“LIBOR”) or the base rate (as defined in the credit agreement) plus an applicable margin between 1.50% to 2.50% per annum for LIBOR loans and 0.50% to 1.50% per annum for base rate loans depending on QC's then current senior unsecured long-term debt rating. As of March 31, 2015, the outstanding principle balance on this term loan was $100 million.

On February 17, 2015, CenturyLink paid at maturity the ~~$30~~$350 million principal ~~amount of~~plus accrued and unpaid interest due under its ~~7.46%~~series M 5.000% Notes.

~~During the six months ended~~ ~~June 30, 2014, we repurchased 14.9 million shares of the company's outstanding common stock in the open market. These shares were repurchased for an aggregate market price of~~ ~~$478 million, or an average purchase price of~~ ~~$31.99~~ ~~per share. The repurchased common stock has been retired. For additional information, see "Liquidity and Capital Resources—Stock Repurchase Programs" above.~~

Certain Matters Related to Acquisitions

When we acquired Qwest and Savvis in 2011, Qwest's pre-acquisition debt obligations consisted primarily of debt securities issued by QCII and two of its subsidiaries while Savvis' ~~remaining~~ long-term debt obligations ~~consist~~(after the discharge of its convertible senior notes in connection with the completion of the acquisition) consisted primarily of capital leases, ~~all~~the remaining outstanding portions of which are all now included in our consolidated debt balances. The indentures governing Qwest's remaining debt securities contain customary covenants that restrict the ability of Qwest or its subsidiaries from making certain payments and investments, granting liens and selling or transferring assets. Based on current circumstances, we do not anticipate that these covenants will significantly restrict our ability to manage cash balances or transfer cash between entities within our consolidated group of companies as needed.

In accounting for the Qwest acquisition, we recorded Qwest's debt securities at their estimated fair values, which totaled $12.292 billion as of April 1, 2011. Our acquisition date fair value estimates were based primarily on quoted market prices in active markets and other observable inputs where quoted market prices were not available. The fair value of Qwest's debt securities exceeded their stated principal balances on the acquisition date by $693 million, which we recorded as a premium.

The table below summarizes the portions of this premium recognized as a reduction to interest expense or extinguished during the periods indicated:


	Six Months Ended June 30, 2014		From April 1, 2011 through December 31, 2013	Total Since Acquisition	Three Months Ended March 31, 2015		From April 1, 2011 through December 31, 2014	Total Since Acquisition
	(Dollars in millions)				(Dollars in millions)
Amortized	$	24	302	326	$	6	344	350
Extinguished ⁽¹⁾	—		276	276	—		276	276
Total	$	24	578	602	$	6	620	626

~~(1) Extinguished in connection with the payment of Qwest debt securities at maturity.~~


⁽¹⁾	Extinguished in connection with the payment of Qwest debt securities prior to maturity.

The remaining premium of $9167 million as of ~~June 30, 2014~~March 31, 2015, will reduce interest expense in future periods, unless otherwise extinguished.

Other Matters

In late February 2015, the FCC adopted new regulations that regulate internet services as a public utility under Title II of the Communications Act. Although it is premature for us to determine the ultimate impact of the new regulations on our operations, we currently expect that they will negatively impact our current operations. For additional information, see “Risk Factors - Risks Relating to Legal and Regulatory Matters” in Item 1A of Part II of this report.

CenturyLink has cash management arrangements with certain of its principal subsidiaries, in which substantial portions of the subsidiaries' cash is regularly advanced to CenturyLink. Although CenturyLink periodically repays these advances to fund the subsidiaries' cash requirements throughout the year, at any given point in time CenturyLink may owe a substantial sum to our subsidiaries under these advances, which, in accordance with generally accepted accounting principles, are eliminated in consolidation and therefore not recognized on our consolidated balance sheets.

In July 2014, we entered into a definitive agreement to sell and assign our remaining 700 MHz wireless spectrum licenses for $39 million in cash in the aggregate. The sale is expected to close within one year, subject to regulatory approval and other customary closing conditions. Additionally, in July 2014, we entered into a definitive agreement to sell a building for $14 million, which is expected to close within one year, subject to customary closing conditions.

We also are involved in various legal proceedings that could have a material adverse effect on our financial position. See Note 8—Commitments and Contingencies to our consolidated financial statements in Item 1 of Part I of this report for the current status of such legal proceedings.

Market Risk

We are exposed to market risk from changes in interest rates on our variable rate long-term debt obligations and fluctuations in certain foreign currencies. We seek to maintain a favorable mix of fixed and variable rate debt in an effort to limit interest costs and cash flow volatility resulting from changes in rates.

Management periodically reviews our exposure to interest rate fluctuations and periodically implements strategies to manage the exposure. From time to time, we have used derivative instruments to (i) lock-in or swap our exposure to changing or variable interest rates for fixed interest rates or (ii) to swap obligations to pay fixed interest rates for variable interest rates. As of ~~June 30, 2014,~~March 31, 2015, we had no such instruments outstanding. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative instrument activities. We do not hold or issue derivative financial instruments for trading or speculative purposes.

~~We do not believe~~By operating internationally, we are exposed to the risk of fluctuations in the foreign currencies in which our international subsidiaries operate in currencies other than the U.S. Dollar, primarily the British Pound, the Canadian Dollar, the Japanese Yen, the Hong Kong Dollar and the Singapore Dollar. Although the percentages of our consolidated revenues and costs that ~~there were any material changes~~are denominated in these currencies are immaterial, future volatility in exchange rates and an increase in the number of transactions could adversely impact our consolidated results of operations.

Certain shortcomings are inherent in the method of analysis presented in the computation of exposures to market ~~risks arising~~risks. Actual values may differ materially from ~~changes~~those presented above if market conditions vary from the assumptions used in ~~interest rates for~~ the ~~six months ended June 30, 2014, when compared to~~analyses performed. These analyses only incorporate the ~~disclosures provided in our Annual Report on Form 10-K for the year ended December~~risk exposures that existed at March 31, ~~2013.~~2015.

Off-Balance Sheet Arrangements

We have no special purpose or limited purpose entities that provide off-balance sheet financing, liquidity, or market or credit risk support and we do not engage in leasing, hedging, or other similar activities that expose us to any significant liabilities that are not (i) reflected on the face of the consolidated financial statements, (ii) disclosed in Note 15—Commitments and Contingencies to our consolidated financial statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014 or (iii) discussed under the heading "Market Risk" above.

Other Information

Our website is www.centurylink.com. We routinely post important investor information in the "Investor Relations" section of our website at ir.centurylink.com. The information contained on, or that may be accessed through, our website is not part of this quarterly report. You may obtain free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports in the "Investor Relations" section of our website (ir.centurylink.com) under the heading "SEC Filings." These reports are available on our website as soon as reasonably practicable after we electronically file them with the SEC.

Certain of the industry and market data (such as the size of certain markets and our position within these markets) used throughout this report are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some market data and statistical information are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. This information may prove to be inaccurate because of the method by which we obtain some of the data for our estimates or because this information cannot always be verified with certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

In addition to historical information, this MD&A includes certain forward-looking statements that are based upon our judgment and assumptions as of the date of this report 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 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;mix; 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 ~~communications~~ 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 report (including in "Risk Factors" in Item 1A of Part II of this report) 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. These and other uncertainties related to our business and our recent acquisitions 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, ~~2013~~2014, as updated and supplemented by our subsequent SEC reports, including this report. 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. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. 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 this report, 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.

4137

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Liquidity and Capital Resources—Market Risk" in Item 2 of Part I above for quantitative and qualitative disclosures about market risk.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The effectiveness of our or any system of disclosure controls and procedures is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events and the inability to eliminate misconduct completely. As a result, there can be no assurance that our disclosure controls and procedures will detect all errors or fraud. By their nature, our or any system of disclosure controls and procedures can provide only reasonable assurance regarding management's control objectives.

Our Chief Executive Officer, Glen F. Post, III, and our Chief Financial Officer, R. Stewart Ewing, Jr., have evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the "Exchange Act") at ~~June 30, 2014.~~March 31, 2015. Based on ~~that~~the evaluation, Messrs. Post and Ewing concluded that our disclosure controls and procedures are designed, and are effective, to provide reasonable assurance that the information required to be disclosed by us in the reports that we file under the Exchange Act is timely recorded, processed, summarized and reported and to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including Messrs. Post and Ewing, in a manner that allows timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the ~~second~~first quarter of ~~2014~~2015 that materially affected, or that we believe are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information contained in Note 8—Commitments and Contingencies included in Item 1 of Part I of this report is incorporated herein by reference.

ITEM 1A. RISK FACTORS

The following discussion of “risk factors” identifies the most significant risks or uncertainties that could (i) materially and adversely affect our business, financial condition, results of operations, liquidity or prospects or (ii) cause our actual results to differ materially from our anticipated results or other expectations. The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this report. Please note that the following discussion is not intended to comprehensively list all risks or uncertainties faced by us. Our operations or actual results could also be similarly impacted by additional risks and uncertainties that are not currently known to us, that we currently deem to be immaterial or that are not specific to us, such as general economic conditions.

Risks Affecting Our Business

~~Increasing competition, including product substitution, continues~~We may not be able to ~~cause us to lose access lines, which has adversely affected and is expected to continue to adversely affect our operating results and financial condition.~~compete successfully against current or future competitors.

Various developments ~~over the past several years~~ have caused us to continue to lose access lines, and for each of our product and service offerings to experience increased competitive ~~pressures impacting each of our business segments, and we~~pressures. We expect these trends will continue. In addition to competition from larger national telecommunications providers, we are facing increasing competition from a variety of other sources, including cable and satellite companies, wireless providers, technology companies, broadband providers, device providers, resellers, sales agents and facilities-based providers using their own networks as well as those leasing parts of our network.

Some of our current and potential competitors (i) offer products or services that are substitutes for our traditional voice services, including wireless voice and non-voice communication services, (ii) offer a more comprehensive range of communications products and services, (iii) offer products or services with features that we cannot readily match in some or all of our markets, including faster average broadband transmission speeds and greater content, (iv) have market presence, engineering and technical capabilities, and financial and other resources greater than ours, ~~(iv) own~~(v) have larger operations than us, including larger or more diverse networks with greater transmission capacity or ~~other advantages, (v)~~more or larger data centers, (vi) conduct operations or raise capital at a lower cost than us, ~~(vi)~~(vii) are subject to less regulation, ~~(vii)~~(viii) offer services nationally or internationally to a larger geographic area or larger base of customers, ~~(viii) offer greater online content~~ or (ix) have substantially stronger brand names. Consequently, these competitors may be better equipped to provide more attractive offerings, to charge lower prices for their products and services, to develop and expand their communications and network infrastructures more quickly, to adapt more swiftly to new or emerging technologies and changes in customer requirements, to devote greater resources to the marketing and sale of their products and services, or to provide more comprehensive customer service. In the past, several of our competitors and their operations have grown through acquisitions and aggressive product development. The continued growth of our competitors could further enhance their competitive positions.

Competition could adversely impact us in several ways, including (i) the loss of customers and market share, (ii) the possibility of customers reducing their usage of our services or shifting to less profitable services, (iii) reduced traffic on our networks, (iv) our need to expend substantial time or money on new capital improvement projects, (v) our need to lower prices or increase marketing expenses to remain competitive and (vi) our inability to diversify by successfully offering new products or services.

We are continually taking steps to respond to these competitive pressures, but these efforts may not be successful. Our operating results and financial condition would be adversely affected if these initiatives are unsuccessful or insufficient and if we otherwise are unable to sufficiently stem ~~or offset~~ our continuing access line losses and our legacy revenue ~~declines without corresponding cost reductions.~~declines. If this occurred, our ability to ~~service~~pay our debt and ~~pay~~ other obligations and to re-invest in the business would also be adversely affected.

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Rapid technological changes could require substantial expenditure of financial and other resources in excess of contemplated levels, and any inability to respond to those changes could reduce our market share and adversely affect our operating results and financial condition.

The communications industry ~~is experiencing~~has been and continues to be impacted by significant technological changes, which in general are enhancing non-voice communications and enabling a broader array of companies to offer services competitive with ours. Many of those technological changes are (i) displacing or reducing demand for our traditional voice services, (ii) enabling the development of competitive products or services, or (iii) enabling our current customers to reduce or bypass use of our networks. ~~Similarly,~~Rapid changes in technology are increasing the competitiveness of the cloud, hosting, collocation and other IT services industries. In addition, demand for our broadband services ~~could be adversely affected by advanced wireless data transmission technologies being deployed by wireless providers and~~has been constrained by certain technologies permitting cable companies and other competitors to deliver faster average broadband transmission speeds than ours. ~~Rapid changes in technology are also increasing~~Demand for our broadband services could be further reduced by advanced wireless data transmission technologies being deployed by wireless providers, including “long-term evolution” or “LTE” technologies, especially if these wireless providers continue to increase the service’s broadband speed and decrease its cost. To enhance the competitiveness of our broadband services, we may be required to expend additional capital to augment the ~~information technology~~capabilities of our copper-based services ~~industry.~~or to install more fiber optic cable.

We may not be able to accurately predict technological trends or the success of newly-offered services. Further technological change could require us to (i) expend capital or other resources in excess of currently contemplated levels, ~~or to~~(ii) forego the development or provision of products or services that others can provide more ~~efficiently.~~efficiently, or (iii) make other changes to our operating plans, corporate strategies or capital allocation plans, any of which could be contrary to the expectations of our security holders or could adversely impact our operations. If we are not able to develop new products and services to keep pace with technological advances, or if those products and services are not widely accepted by customers, our ability to compete could be adversely affected and our market share could decline. Any inability to effectively respond to technological changes could also adversely affect our operating results and financial condition, as well as our ability to service debt and ~~pay~~fund other ~~obligations.~~commitments or initiatives.

In addition to introducing new technologies and offerings, we may need, from time to time, to phase out outdated and unprofitable technologies and services. If we are unable to do so on a cost-effective basis, we could experience reduced profits.

For additional information on the risks of increased expenditures, see “Risk Factors—Risks Affecting our Liquidity and Capital Resources—Our business requires us to incur substantial capital and operating expenses, which reduces our available free cash flow.”

Our legacy services and private line services continue to experience declining revenues, and our efforts to offset these declines may not be successful.

InPrimarily as a result of the competitive and technological changes discussed above, we have in recent years ~~the telephone industry has~~ experienced a decline in access lines, long distance revenues and network access revenues, which ~~coupled with the other changes resulting from competitive, technological and regulatory developments,~~ continue to place downward pressure on ~~the~~our revenues ~~we generate~~generated from legacy services and our ~~legacy services.~~consolidated cash flows.

We have taken a variety of steps to counter these declines, including:

an increased focus on selling a broader range of higher-growth strategic services, which are described in detail elsewhere in this report;

an increased focus on serving a broader range of business, governmental and wholesale customers;

greater use of service bundles; and

acquisitions to increase our scale and strengthen our product offerings, including new products and services provided by our hosting ~~segment.~~operations and IT services.

However, ~~some~~most of these strategic services generate lower profit margins than our traditional services, and some can be expected to experience slowing growth as increasing numbers of our existing or potential customers subscribe to these newer products. Moreover, we cannot assure you that the revenues generated from our new offerings will offset revenue losses associated from reduced sales of our legacy products. ~~Similarly, we cannot assure you that our new service offerings will be as successful as anticipated, or that we will be able to continue to grow through acquisitions.~~ In addition, our reliance on third parties to provide certain of these strategic services could constrain our flexibility, as described further below.

Our ~~future results will suffer if we do not effectively adjust~~ability to ~~changes in our business,~~successfully introduce new product or service offerings on a timely and ~~will further suffer if we do not effectively manage our expanded operations.~~

~~The above-described changes in our industry have placed~~cost-effective basis could be constrained by a ~~higher premium on technological, engineering, marketing and provisioning skills. Our recent acquisitions also significantly changed~~range of factors, including network limitations, limited capital, an inability to attract key personnel with the ~~composition of our markets and product mix. Our future success depends, in part, on~~necessary skills, intellectual property constraints, testing delays, or an inability to act as quickly as smaller, more nimble start-up competitors. Similarly, our ability to ~~retrain~~grow through acquisitions could be limited by several factors, including our ~~staff~~leverage, risk tolerances, and inability to ~~acquire or strengthen skills necessary to address~~identify attractively-priced target companies. For these ~~changes, and, where necessary, to attract and retain new personnel that possess these skills. Given the current competitive market for personnel with these skills,~~reasons, we cannot assure you that ~~these recruitment efforts~~our new product or service offerings will be ~~successful.~~

~~Unfavorable general economic conditions could negatively impact our operating results and financial condition.~~

Unfavorable general economic conditions, including the unstable economy and credit market, could negatively affect our business. Worldwide economic growth has been sluggish since 2008, and many experts believeas successful as anticipated, or that a confluence of factors in the United States, Europe, Asia and developing countries may result in a prolonged period of economic stagnation, slow growth or economic uncertainty. While it is difficult to predict the ultimate impact of these general economic conditions, they could adversely affect demand for some of our products and services and could cause customers to shift to lower priced products and services or to delay or forego purchases of our products and services. These conditions impact, in particular, our ability to sell discretionary products or services to business customers that are under pressure to reduce costs or to governmental customers that have recently suffered substantial budget cuts with the prospect of additional future budget cuts. Any one or more of these circumstances could continue to depress our revenues. Also, our customers may encounter financial hardships or may notwe will be able to ~~obtain adequate access~~continue to credit, which could negatively impact their ability to make timely payments to us. In addition, as discussed further below, unstable economic and credit markets may preclude us from refinancing maturing debt at terms that are as favorable as those from which we previously benefited, at terms that are acceptable to us, or at all. For these reasons, among others, if current economic conditions persist or decline, our operating results, financial condition, and liquidity could be adversely affected.grow through acquisitions.

We could be harmed by security breaches, damages or other significant disruptions or failures of our networks, information technology infrastructure or related systems, or of those we operate for certain of our customers.

To be successful, we will need to continue providing our customers with high-capacity, reliable and secure networks and data hosting centers. We face the risk, as does any company, of a security breach or significant disruption of our information technology infrastructure and related systems (including our billing systems). As a communications company that transmits large amounts of sensitive and proprietary information ~~technology company,~~over communications networks, we face an added risk that a security breach or other significant disruption of our public networks or information technology infrastructure and related systems that we develop, install, operate and maintain for certain of our business and governmental customers could lead to material interruptions or curtailments of service. Moreover, ~~due to the nature of our customers~~in connection with processing and ~~services,~~storing confidential customer data, we face a heightened risk that a security breach or disruption could result in unauthorized access to our customers’ proprietary or classified information on our public networks or internal systems or the systems that we operate and maintain for certain of our customers.

We make significant efforts to maintain the security and integrity of these types of information and systems and maintain contingency plans in the event of security breaches or other system disruptions. Nonetheless, we cannot assure you that our security efforts and measures will prevent unauthorized access to our systems, loss or destruction of data (including confidential customer information), account takeovers, unavailability of service, computer viruses, malware, distributed denial-of-service attacks, or other forms of ~~cyber attacks~~cyber-attacks or similar events. These threats may derive from human error, hardware or software vulnerabilities, fraud, malice or sabotage on the part of employees, third parties or other nations, or could result from aging equipment or other accidental technological failure. These threats may also arise from failure or breaches of systems owned, operated or controlled by other unaffiliated operators to the extent we rely on such other operations to deliver services to our customers.

Similar to other large telecommunications companies, we are a target of cyber-attacks of varying degrees on a regular basis. Although some of these attacks have resulted in security breaches, to date none of these breaches have resulted in a material adverse effect on our operating results or financial condition. ~~We cannot assure~~You should be aware, however, that defenses against cyber-attacks currently available to U.S. companies are unlikely to prevent intrusions by a highly-determined, highly-sophisticated hacker. Consequently, you ~~however,~~should assume that we will be unable to implement security barriers or other preventative measures that repel all future cyber-attacks. Any such future security breaches or disruptions ~~would not be successful or damaging,~~could materially adversely affect our business, especially in light of the growing frequency, scope and well-documented sophistication of ~~cyber attacks~~cyber-attacks and intrusions. ~~We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers or other preventative measures, and any resulting damages could be material.~~

Although we maintain insurance coverage that may, subject to policy terms and conditions (including self-insured deductibles, coverage restrictions and monetary coverage caps) cover certain aspects of our cyber risks, such insurance coverage may be unavailable or insufficient to cover our losses.

Additional risks to our network and infrastructure include:

power losses or physical damage, whether caused by fire, adverse weather conditions, terrorism or otherwise;

capacity or system ~~configurance limitations;~~configuration limitations, including those resulting from certain incompatibilities between our newer and older systems;

software ~~and~~or hardware obsolescence, defects or malfunctions;

programming, processing and other human error; and

other disruptions that are beyond our control.

Network disruptions, security breaches and other significant failures of the above-described systems could:

disrupt the proper functioning of these networks and systems and therefore our operations or those of certain of our customers;

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result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours, our customers or our customers’ end users, including trade secrets, which others could use for competitive, disruptive, destructive or otherwise harmful purposes and outcomes;

require significant management attention or financial resources to remedy the damages that result or to change our systems, including expenses to repair systems, add new personnel ~~notify customers of breaches~~ or develop additional protective systems;

require us to notify customers, regulatory agencies or the public of data breaches;

require us to offer expensive incentives to retain existing customers or subject us to claims for contract breach, damages, credits, fines, penalties, termination or other remedies, particularly with respect to service standards set by state regulatory commissions; or

result in a loss of business, damage our reputation among our customers and the public generally, subject us to additional regulatory scrutiny or expose us to litigation.

Likewise, our ability to expand and update our systems and information technology infrastructure in response to our growth and changing needs is important to the continued implementation of our new service offering initiatives. As discussed further under “Business—Network Architecture” in Item 1 of Part I of our Annual Report Form 10-K for the year ended December 31, 2014, we are currently undertaking several complex, costly and time-consuming projects to simplify and modernize our network, which combines our legacy network and the networks of companies we have acquired in the past. Our failure to ~~expand or~~modernize and upgrade our technology infrastructure could have adverse consequences, which could include the delayed implementation of new service offerings, decreased competitiveness of existing service offerings, increased acquisition integration costs, service or billing interruptions, and the diversion of development resources.

Any or all of the foregoing developments could have a negative impact on our results of operations, financial condition and cash flows.

Negative publicity may adversely impact us.

Outages or other service failures of networks operated by us or other operators could cause substantial adverse publicity affecting us specifically or our industry generally. In either case, media coverage and public statements that insinuate improper actions by us or other operators, regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation, governmental investigations or additional regulations. Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources. Negative publicity may have an adverse impact on our reputation and the morale of our employees, which could adversely affect our business, financial condition or results of operations.

Our future results will suffer if we do not effectively adjust to changes in our business, and will further suffer if we do not effectively manage our expanded operations.

The above-described changes in our industry have placed a higher premium on technological, engineering, product development, marketing and provisioning skills. Our recent acquisitions also significantly changed the composition of our markets and product mix. Our future success depends, in part, on our ability to retrain our staff to acquire or strengthen skills necessary to address these changes, and, where necessary, to attract and retain new personnel that possess these skills. Given the current competitive market for personnel with these skills, we cannot assure you that these recruitment efforts will be successful.

Increases in broadband usage may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for our customers.

Video streaming services and peer-to-peer file sharing applications use significantly more bandwidth than traditional Internet activity such as web browsing and email. As use of these newer services continues to grow, our high-speed Internet customers will likely use much more bandwidth than in the past. If this occurs, we could be required to make significant capital expenditures to increase network capacity in order to avoid service disruptions, service degradation or slower transmission speeds for our customers. Alternatively, we could choose to implement network management practices to reduce the network capacity available to bandwidth-intensive activities during certain times in market areas experiencing congestion, which could negatively affect our ability to retain and attract customers in affected markets. While we believe demand for these services may drive high-speed Internet customers to pay for faster broadband speeds, wecompetitive or regulatory constraints may ~~not be able to recover~~preclude us from recovering the costs of the necessary network investments. This could result in an adverse impact to our operating margins, results of operations, financial condition and ~~financial condition.~~cash flows.

We ~~may need to defend ourselves against claims that we infringe upon others’~~have been accused of infringing the intellectual property rights of others and will likely face similar accusations in the future, which could subject us to costly and time-consuming litigation or ~~we may need~~require us to seek third-party ~~licenses to expand our product offerings.~~licenses.

From time to time, we receive notices from third parties or are named in lawsuits filed by third parties claiming we have infringed or are infringing upon their intellectual property rights. We are currently responding to several of these notices and claims. Like other communications companies, we have received an increasing number of these notices and claims in the past several years, and expect this industry-wide trend will continue. Responding to these claims may require us to expend significant time and money defending our use of the applicable technology, and divert management’s time and resources away from other business. In certain instances, we may be required to enter into licensing agreements requiring royalty payments or, in the case of litigation, to pay damages. If we are required to take one or more of these actions, our profit margins may decline. In addition, in responding to these claims, we may be required to stop selling or redesign one or more of our products or services, which could significantly and adversely affect our business practices, results of operations, and financial condition.

Similarly, from time to time, we may need to obtain the right to use certain patents or other intellectual property from third parties to be able to offer new products and services. If we cannot license or otherwise obtain rights to use any required technology from a third party on reasonable terms, our ability to offer new products and services may be prohibited, restricted, made more costly or delayed.

We may not be successful in protecting and enforcing our intellectual property rights.

46We rely on various patent, copyright, trademark, service mark, trade secret and other similar laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. The steps we have taken, however, may not prevent unauthorized use or the reverse engineering of our technology. Others may independently develop technologies that are substantially equivalent, superior to, or otherwise competitive to the technologies we employ in our services or that infringe on our intellectual property. We may be unable to prevent competitors from acquiring proprietary rights that are similar to, infringe upon, or diminish the value of our proprietary rights. Enforcement of our intellectual property rights may also depend on initiating legal actions against parties who infringe or misappropriate our proprietary information, but these actions may not be successful, even when our rights have been infringed. If we are unsuccessful in protecting or enforcing our intellectual property rights, our business, competitive position, results of operations and financial condition could be adversely affected.

Our operations, financial performance and liquidity are materially reliant on various third parties.

Reliance on other communications providers. We rely on reseller and sales agency arrangements with other communications companies to provide some of the services that we sell to our customers, including video services and wireless products and services. If we fail to extend or renegotiate these arrangements as they expire from time to time or if these other companies fail to fulfill their contractual obligations to us or our customers, we may have difficulty finding alternative arrangements and our customers may experience disruptions to their services. In addition, as a reseller or sales agent, we do not control the availability, retail price, design, function, quality, reliability, customer service or branding of these products and services, nor do we directly control all of the marketing and promotion of these products and services. To the extent that these other companies make decisions that negatively impact our ability to market and sell their products and services, our business plans and goals and our reputation could be negatively impacted. If these reseller and sales agency arrangements are unsuccessful due to one or more of these risks, our business and operating results may be adversely affected.

To offer voice or data services in certain of our markets, we must either lease network capacity from, or interconnect our network with the infrastructure of, other communications companies who typically compete against us in those markets. ~~Similar to the risks summarized in the prior paragraph, our~~Our reliance on these lease or interconnection arrangements limits our control over the quality of our services and exposes us to the risk that our ability to market our services could be adversely impacted by changes in the plans or properties of the carriers upon which we are reliant. In addition, we are exposed to the risk that the other ~~carrier~~carriers may be unwilling to continue or renew these arrangements in the future on terms favorable to us, or at all.

Conversely, certain of our operations carry a significant amount of voice or data traffic for other communications providers. Their reliance on our services exposes us to the risk that they may transfer all or a portion of this traffic from our network to networks built, owned or leased by them, thereby reducing our revenues. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 2 of Part I of this report.

We also rely on reseller and sales agency arrangements with other communications companies to provide some of the services that we sell to our customers, including video services and wireless products and services. As a reseller or sales agent, we do not control the availability, retail price, design, function, quality, reliability, customer service or branding of these products and services, nor do we directly control all of the marketing and promotion of these products and services. Similar to the risks described above regarding our reliance upon other carriers, we could be adversely affected if these communication companies fail to maintain competitive products or services, or fail to continue to make them available to us on attractive terms, or at all.

Our operations and financial performance could be adversely affected if our relationships with any of these other communications companies are disrupted or terminated for any other reason, including if such other companies:

gobecome bankrupt or experience substantial financial difficulties;

suffer work stoppages or other labor strife;

challenge our right to receive payments or services under applicable regulations or the terms of our existing contract arrangements; or

are otherwise unable or unwilling to make payments or provide services to us.

Reliance on other key suppliers ~~vendors~~ and ~~landlords.~~vendors. We depend on a limited number of suppliers and vendors for equipment and services relating to our network infrastructure. Our local exchange carrier networks consist of central office and remote sites, all with advanced digital switches. If any of these suppliers experience interruptions or other problems delivering or servicing these network components on a timely basis, our operations could suffer significantly. To the extent that proprietary technology of a supplier is an integral component of our network, we may have limited flexibility to purchase key network components from alternative suppliers and may be adversely affected if third parties assert patent infringement claims against our suppliers or us. Similarly, our data center operations are materially reliant on leasing significant amounts of space from landlords and substantial amounts of power from utility companies, and being able to renew these arrangements from time to time on favorable terms. In addition, weWe also rely on a limited number of (i) software vendors to support our business management ~~systems.~~systems, (ii) content suppliers to provide programming to our video operations, and (iii) consultants to assist us in connection with our network consolidation initiatives. In the event it becomes necessary to seek alternative suppliers and vendors, we may be unable to obtain satisfactory replacement supplies, services, space, utilities or ~~utilities~~programming on economically attractive terms, on a timely basis, or at all, which could increase costs or cause disruptions in our services.

Reliance on utility providers and landlords. We operate a substantial number of data center facilities, which are susceptible to electrical power shortages or outages. Our energy costs can fluctuate significantly or increase for a variety of reasons, including changes in legislation and regulation. Several pending proposals designed to reduce greenhouse emissions could substantially increase our energy costs, which we may not be able to pass on to our customers. Due to the increasing sophistication of equipment and our products, our demand or our customers’ demand for power may exceed the power capacity in older data centers, which may limit our ability to fully utilize these data centers.

We lease most of our data centers. Although the majority of these leases provide us with the opportunity to renew the lease, many of these renewal options provide that rent for the renewal period will be equal to the fair market rental rate at the time of renewal. If the fair market rental rates are significantly higher than our current rental rates, we may be unable to offset these costs by charging more for our services, which could have a negative impact on our financial results. We cannot assure you that our data centers in the future will have access to sufficient space or power on attractive terms or at all.

Reliance on governmental payments. We receive a material amount of revenue or government subsidies under various government programs, which are further described under the heading “Risk Factors—Risks Relating to Legal and Regulatory Matters." Pending changes in the federal Universal Service support program will likely change the way we recognize and report future funds received from federal USF as the FCC's CAF Phase 2 program is implemented. We also provide products or ~~our service contracts with~~services to various federal, state and local agencies. Governmental agencies frequently reserve the right to terminate their contracts for convenience, or to suspend or debar companies from receiving future subsidies or contracts under certain circumstances. If our governmental contracts are terminated for any reason, or if we are suspended or debarred from governmental programs or contracts, our results of operations and financial condition could be materially adversely affected.

Reliance on financial institutions. We rely on 18several financial institutions to provide us with short-term liquidity under our credit facility. If one or more of these lenders default on their funding commitments, our access to revolving credit could be adversely affected.

Rising costs, changes in consumer behaviors and other industry changes may adversely impact our video business

The costs of purchasing video programming has risen significantly in recent years and continues to rise. Moreover, an increasing number of consumers are receiving access to video content through video streaming or other services pursuant to new technologies for a nominal or no fee, which will likely reduce demand for more traditional video products, such as the satellite TV services that we resell and our Prism TV services.

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~~Consolidation among other participants~~New technologies are also affecting consumer behavior in ways that are changing how content is viewed and delivered as consumers seek more control over when, where and how they consume content, which may have a negative impact on our satellite TV services and our Prism TV services. Increased access to various media through wireless devices has the ~~communications industry may allow~~potential to reduce the viewing of our ~~competitors to compete more effectively against us,~~content through traditional distribution outlets, which could adversely affect the demand for our ~~operating results~~video services. These new technologies have increased the number of entertainment choices available to consumers and ~~financial condition.~~

~~The telecommunications,~~intensified the challenges posed by audience fragmentation. Some of these newer technologies also give consumers greater flexibility to watch programming on a time-delayed or on-demand basis. These changes, coupled with changing consumer preferences and other related developments, could reduce the profitability or demand for our video products and cable industries have recently experienced, and continue to experience, substantial consolidation, and some of our competitors have combined with other communications providers, resulting in larger competitors that have greater financial and business resources and broader service offerings. Further consolidation could increase competitive pressures, and could adversely affect our operating results and financial condition, as well as our ability to service debt and pay other obligations.services.

If we fail to extend or renegotiate our collective bargaining agreements with our labor unions as they expire from time to time, or if our unionized employees were to engage in a strike or other work stoppage, our business and operating results could be materially harmed.

As of ~~June 30, 2014,~~March 31, 2015, approximately ~~38%~~36% of our employees ~~are~~were members of various bargaining units represented by the Communications Workers of America or the International Brotherhood of Electrical Workers. From time to time, our labor agreements with unions expire and we typically negotiate the terms of new bargaining agreements. We may be unable to reach new agreements, and union employees may engage in strikes, work slowdowns or other labor actions, which could materially disrupt our ability to provide services and result in increased cost to us. In addition, new labor agreements may impose significant new costs on us, which could impair our financial condition or results of operations in the future. To the extent they contain benefit provisions, these agreements may also limit our flexibility to change benefits in response to industry or competitive changes. In particular, the post-employment benefits provided under these agreements could cause us to incur costs not faced by many of our competitors, which could ultimately hinder our competitive position.

We have a significant amount of goodwill and other intangible assets on our balance sheet. If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings and reduce our stockholders’ equity.

As of June 30, 2014, approximately 55% of our total consolidated assets reflected on the consolidated balance sheet included in this report consist of goodwill or other intangible assets. Under generally accepted accounting principles, most of these intangible assets must be tested for impairment on an annual basis or more frequently whenever events or circumstances indicate that their carrying value may not be recoverable. From time to time (most recently for the third quarter of 2013), we or our predecessors have recorded large non-cash charges to earnings in connection with required reductions of the value of our intangible assets. If our intangible assets are determined to be impaired in the future, we may be required to record additional significant, non-cash charges to earnings during the period in which the impairment is determined.

~~We cannot assure you that we will be able to continue paying dividends at the current rate.~~

Decisions on whether, when and in which amounts to make any future dividend distributions will remain at all times entirely at the discretion of our Board of Directors, which reserves the right to change or terminate our dividend practices at any time and for any reason. Based on current circumstances, we plan to continue our current dividend practices. However, you should be aware that these practices are reviewed periodically and are subject to change for reasons that may include any of the following factors:

~~we may not have enough cash to pay such dividends due to changes in our cash requirements, capital spending plans, stock repurchase plans, cash flows or financial position;~~

~~the effects of regulatory reform, including any changes to intercarrier compensation, Universal Service Fund or special access rules;~~

~~our desire to maintain or improve the credit ratings on our debt;~~

the amount of dividends that we may distribute to our shareholders is subject to restrictions under Louisiana law and is limited by restricted payment and leverage covenants in our credit facilities and, potentially, the terms of any future indebtedness that we may incur; and

the amount of dividends that our subsidiaries may distribute to us is subject to restrictions imposed by state law, restrictions that have been or may be imposed by state regulators in connection with obtaining necessary approvals for our acquisitions, and restrictions imposed by the terms of credit facilities applicable to certain subsidiaries and, potentially, the terms of any future indebtedness that these subsidiaries may incur.

Our Board of Directors is free to modify or terminate our dividend practices at any time and for any reason. Our common shareholders should be aware that they have no contractual or other legal right to dividends.

~~Our current dividend practices could limit our ability to deploy cash for other beneficial purposes.~~

The current practice of our Board of Directors to pay common share dividends reflects a current intention to distribute to our shareholders a substantial portion of our cash flow. As a result, we may not retain a sufficient amount of cash to apply to other transactions that could be beneficial to our shareholders or debtholders, including stock buybacks, debt prepayments or capital expenditures that strengthen our business. In addition, our ability to pursue any material expansion of our business through acquisitions or increased capital spending will depend more than it otherwise would on our ability to obtain third party financing. We cannot assure you that such financing will be available to us at terms that are as favorable as those from which we previously benefited, at terms that are acceptable to us, or at all.

Portions of our property, plant and equipment are located on property owned by third parties.

Over the past few years, certain utilities, cooperatives and municipalities in certain of the states in which we operate have requested significant rate increases for attaching our plant to their facilities. To the extent that these entities are successful in increasing the amount we pay for these attachments, our future operating costs will increase.

In addition, we rely on rights-of-way, colocation agreements and other authorizations granted by governmental bodies and other third parties to locate our cable, conduit and other network equipment on their respective properties. If any of these authorizations terminate or lapse, our operations could be adversely affected.

Our business customers may seek to shift risk to us.

We ~~depend on key members of~~furnish to and receive from our ~~senior management team.~~

Our success depends largely on the skills, experience and performance of a limited number of senior officers. Competition for senior management in our industry is intense and we may have difficulty retaining our current senior officers or attracting new ones in the event of terminations or resignations. For a discussion of similar retention concernsbusiness customers indemnities relating to ~~our recent acquisitions, please see the risks described below under the heading “Risk Factors—Risks Relating to our Recent Acquisitions.”~~

~~As a holding company, we rely on payments from our operating companies to meet our obligations.~~

As a holding company, substantially all of our income and operating cash flow is dependent upon the earnings of our subsidiaries and their distribution of those earnings to us in the form of dividends, loansdamages caused or other payments. As a result, we rely upon our subsidiaries to generate the funds necessary to meet our obligations, including the payment of amounts owed under our long-term debt. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts owedsustained by us or, subject to limited exceptions for tax-sharing or cash management purposes, to make any funds available to us to repay our obligations, whether by dividends, loans or other payments. State law applicable to each of our subsidiaries restricts the amount of dividends that they may pay. Restrictions that have been or may be imposed by state regulators (either in connection with ~~obtaining necessary approvals for our acquisitions or in connection with our regulated operations), and restrictions imposed by credit agreements applicable to~~ certain of our ~~subsidiaries may limit the amount of funds that our subsidiaries are permitted~~operations. Our customers’ changing views on risk allocation could cause us to ~~transfer~~accept greater risk to ~~us, including the amount of dividends that may be paid to us. Moreover, our rights to receive assets of any subsidiary upon its liquidation~~win new business or reorganization will be effectively subordinated to the claims of creditors of that subsidiary, including trade creditors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included elsewhere in this report for further discussion of these matters.

~~Risks Relating to our Recent Acquisitions~~

~~We may be unable to integrate successfully our recently-acquired operations and realize the anticipated benefits of our recent acquisitions.~~

We acquired Embarq, Qwest and Savvis during a roughly 24-month period between mid-2009 to mid-2011. These acquisitions involved the combination of companies which previously operated as independent public companies. We have devoted, and will continue to devote, significant management attention and resources to integrating the business practices and operations of CenturyLink and the acquired companies. We may encounter difficulties in the integration process, including the following:

the inability to successfully combine our businesses in a manner that permits the combined company to achieve the cost savings and operating synergies anticipated to result from the acquisitions, either due to technological challenges, personnel shortages, strikes or otherwise, any of which wouldcould result in ~~the anticipated benefits of the acquisitions not being realized partly or wholly in the time frame anticipated or at all;~~

delays or limitations in connection with offering new products or providing current ones arising out of the multiplicity of different legacy systems, networks and processes used by each of the companies;

the complexities associated with managing the combined businesses out of several different locations and integrating personnel from multiple companies, while at the same time attempting to provide consistent, high-quality products and services under a unified culture;

~~the difficulties of producing combined financial information using dispersed personnel with different past practices, including the attendant risk of errors;~~

~~the complexities of combining companies with different histories, regulatory restrictions, cost structures, products, sales forces, markets, marketing strategies, and customer bases;~~

~~the failure to retain key employees, some of whom could be critical to integrating, operating or expanding the companies;~~

~~potential unknown liabilities and unforeseen increased expenses or regulatory conditions associated with the acquisitions; and~~

~~performance shortfalls at one or all of the companies as a result of the diversion of management’s attention caused by integrating the companies’ operations.~~

In the last couple of years we have purchased several other businesses to augment our hosting segment. Integrating these newly-acquired businesses into our hosting operations will give rise to similar challenges and risks.

~~As discussed further under “Business—Network Architecture” in Item 1 of Part I of our Annual Report on Form 10-K for the year ended December 31, 2013,~~us losing business if we are ~~currently undertaking several complex, costly~~not prepared to take such risks. To the extent that we accept such additional risk, and ~~time-consuming projects~~seek to ~~simplify and modernize~~insure against it, our ~~network, which is an amalgam of our legacy network and the networks of companies we have acquired in the past.~~

~~For all these reasons, you should be aware that our remaining efforts to integrate these companies and businesses~~insurance premiums could distract our management, disrupt our ongoing business or create inconsistencies in our products, services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of our recent acquisitions, or could otherwise adversely affect our business and financial results.

~~We may be unable to successfully adjust to the substantial change in our markets and operations caused by our recent acquisitions.~~

Prior to our acquisition of Embarq, we provided principally voice and internet services to consumers in predominantly rural areas and small to mid-sized cities in 25 states. As a result of our recent acquisitions, we now provide a diversified array of communications services to residential, business, governmental and wholesale customers in a wide range of markets throughout the United States and internationally. While we believe we have adequately adjusted our strategies, management, operating models and organizational structures to address these changes, we cannot assure you that further adjustments will not be required in the future.rise.

Our ~~acquisitions of Qwest and Savvis have increased our exposure to the risks of operating internationally.~~

~~Prior to 2011, substantially all of our operations were historically conducted within the continental United States. Our acquisitions of Qwest and Savvis in 2011 increased the importance of~~ international operations expose us to ~~our future operations, growth~~various regulatory, currency, tax, legal and ~~prospects.~~other risks.

Our foreign operations are subject to varying degrees of regulation in each of the foreign jurisdictions in which we provide services. Local laws and regulations, and their interpretation and enforcement, differ significantly among those jurisdictions, and can change significantly over time. Regulations that require the awarding of contracts to local contractors or the employment of local citizens could potentially adversely affect our operations in these jurisdictions. Future regulatory, judicial and legislative changes or interpretations may have a material adverse effect on our ability to deliver services within various foreign jurisdictions.

Many of these foreign laws and regulations relating to communications services are more restrictive than U.S. laws and regulations, particularly those relating to content distributed over the Internet. For example, the European Union has enacted a data retention system that, once implemented by individual member states, will involve requirements to retain certain Internet protocol, or IP, data that could have an impact on our operations in Europe. Moreover, national regulatory frameworks that are consistent with the policies and requirements of the World Trade Organization have only recently been, or are still being, enacted in many countries. Accordingly, many countries are still in the early stages of providing for and adapting to a liberalized telecommunications market. As a result, in these markets we may encounter more protracted and difficult procedures to obtain licenses necessary to provide the full set of products we seek to offer.

In addition to these international regulatory risks, some of the other risks inherent in conducting business internationally include:

tax, licensing, ~~currency,~~ political or other business restrictions or requirements;

import and export ~~restrictions;~~restrictions, including the risk of fines or penalties assessed for violations;

longer payment cycles and problems collecting accounts receivable;

additional U.S. and other regulation of non-domestic operations, including regulation under the Foreign Corrupt Practices Act, or FCPA, as well as other anti-corruption laws;

economic, social and political instability, with the attendant risks of terrorism, kidnapping, extortion, civic unrest and potential seizure or nationalization of assets;

~~fluctuations in~~ currency restrictions and exchange ~~rates;~~rate fluctuations;

the ability to secure and maintain the necessary physical and telecommunications infrastructure;

the inability in certain jurisdictions to enforce contract rights either due to underdeveloped legal systems or government actions that result in a deprivation of contract rights;

the inability in certain jurisdictions to adequately protect intellectual property rights;

laws, policies or practices that restrict with whom we can contract or otherwise limit the scope of operations that can legally or practicably be conducted within any particular country;

potential submission of disputes to the jurisdiction of a foreign court or arbitration panel;

limitations in the availability, amount or terms of insurance coverage;

the imposition of unanticipated or increased taxes, increased communications or privacy regulations or other forms of public or governmental regulation that increase our operating expenses; and

challenges in staffing and managing foreign operations.

~~Any one or more~~Many of these ~~factors~~risks are beyond our control, and we cannot predict the nature or the likelihood of the occurrence or corresponding effect of any such events, each of which could ~~adversely affect~~have an adverse effect on our ~~international~~financial condition and results of operations.

Moreover, in order to effectively compete in certain foreign jurisdictions, it is frequently necessary or required to establish joint ventures, strategic alliances or marketing arrangements with local operators, partners or agents. In certain instances, these local operators, partners or agents may have interests that are not always aligned with ours. Reliance on local operators, partners or agents could expose us to the risk of being unable to control the scope or quality of our overseas services or products, or being held liable under the FCPA or other anti-corruption laws for actions taken by our strategic or local partners or agents even though these partners or agents may not themselves be subject to the FCPA or other applicable anti-corruption laws. Any determination that we have violated the FCPA or other anti-corruption laws could have a material adverse effect on our business, results of operations, reputation or prospects.

We ~~expect~~depend on key members of our senior management team.

Our success depends largely on the skills, experience and performance of a limited number of senior officers. Competition for senior management in our industry is intense and we may have difficulty retaining our current senior officers or attracting new ones in the event of terminations or resignations. For a discussion of similar retention concerns relating to ~~incur substantial expenses related~~our recent acquisitions, please see the risks described below under the heading “Risk Factors—Risks Relating to our Recent Acquisitions.”

We may be unable to integrate successfully our recently-acquired operations and realize the ~~completion~~anticipated benefits of our recent acquisitions.

Historically, much of our growth has been attributable to acquisitions, including our purchases over the last couple of years of several businesses primarily to augment our hosting services. These acquisitions involved the combination of companies which previously operated as independent companies. We have devoted, and will continue to devote, significant management attention and resources to integrating the business practices and operations of CenturyLink and the acquired companies. We may encounter difficulties in the integration process, including the following

the inability to successfully combine our businesses in the manner contemplated, either due to technological or staffing challenges or otherwise, any of which could increase our acquisition integration costs or result in the anticipated benefits of the ~~integration~~acquisitions not being realized partly or wholly in the time frame anticipated or at all;

the inability to successfully integrate the separate product development and service delivery processes of ~~Qwest.~~

~~We have incurred, and expect to continue to incur, substantial expenses~~each of the companies, including delays or limitations in connection with offering existing or new products or services arising out of the ~~integration~~multiplicity of ~~Qwest’s business, operations,~~different legacy systems, networks and processes used by each of the companies;

the difficulties of producing combined financial information concerning a larger, more complex organization using dispersed personnel with different past practices and disparate billing systems, ~~technologies, policies~~including the attendant risk of errors;

the complexities of combining companies with different histories, regulatory restrictions, cost structures, products, sales forces, markets, marketing strategies, and ~~procedures~~customer bases;

the failure to retain key employees, some of whom could be critical to integrating, operating or expanding the companies;

potential unknown liabilities and unforeseen increased expenses or regulatory conditions associated with ~~our own. We have integrated~~the acquisitions; and

performance shortfalls at one or all of the companies as a ~~number~~result of ~~our systems, and we continue to work towards completing~~ the ~~planned integration~~diversion of management’s attention caused by integrating the companies’ operations.

For all these reasons, you should be aware that our remaining ~~systems. Until this integration is completed, we cannot accurately predict the total amount~~efforts to integrate these companies and businesses could distract our management, disrupt our ongoing business or ~~the timing~~create inconsistencies in our products, services, standards, controls, procedures and policies, any of ~~our integration expenses.~~

~~Our acquisitions have increased our exposure to the risks of fluctuations in energy costs, power outages and availability of electrical resources.~~

~~Through the acquisitions of Qwest and Savvis, we have added a significant number of data center facilities,~~ which are susceptible to regional costs and supply of power and electrical power outages. In addition, our energy costs can fluctuate significantly or increase for a variety of reasons, including changes in legislation and regulation. Several pending proposals designed to reduce greenhouse emissions could substantially increase our energy costs. As energy costs increase, we may not always be able to pass on the increased costs of energy to our customers, which could harm our business. Our customers’ demand for power may also exceed the power capacity in older data centers, which may limit our ability to fully utilize these data centers. Moreover, the increasing power demands of today’s servers may cause our demand for power in certain of our data centers to exceed the supply available from third parties. Any one or more of these developments could adversely affect our ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of our ~~customers~~recent acquisitions, or could otherwise adversely affect our business and ~~hinder our ability to run our data centers, which could harm our business.~~

~~Our inability to renew data center leases, on favorable terms or at all, could have a negative impact on our~~ financial results.

A significant majority of the data centers we acquired in the Qwest and Savvis acquisitions are leased and have lease terms that expire between 2014 and 2031. The majority of these leases provide us with the opportunity to renew the lease at our option for periods generally ranging from five to ten years. Many of these renewal options, however, provide that rent for the renewal period will be equal to the fair market rental rate at the time of renewal. If the fair market rental rates are significantly higher than our current rental rates, we may be unable to offset these costs by charging more for our services, which could have a negative impact on our financial results. Also, it is possible that a landlord may insist on other financially unfavorable renewal terms or, where no further option to renew exists, elect not to renew altogether.

Any additional future acquisitions by us would subject us to additional business, operating and financial risks, the impact of which cannot presently be evaluated, and could adversely impact our capital structure or financial position.

From time to time in the future we may pursue other acquisition ~~opportunities.~~or expansion opportunities in an effort to implement our business strategies. These transactions could involve acquisitions of entire businesses or investments in start-up or established companies, and could take several forms, including mergers, joint ventures, investments in new lines of business, or the purchase of equity interests or assets. These types of transactions may present significant risks and uncertainties, including distraction of management from current operations, insufficient revenue acquired to offset liabilities assumed, unexpected expenses, inadequate return of capital, regulatory or compliance issues, potential infringements, potential violations of covenants in our debt instruments and other unidentified issues not discovered in due diligence. To the extent we acquire a business that is ~~highly leveraged~~financially unstable or is otherwise subject to a high level of risk, we may be affected by the currently unascertainable risks of that business. Accordingly, there is no current basis for you to evaluate the possible merits or risks of the particular business or assets that we may acquire. Moreover, we cannot guarantee that any such transaction will ultimately result in the realization of the benefits of the transaction originally anticipated by us or that any such transaction will not have a material adverse impact on our financial condition or results of operations. In addition, the financing of any future acquisition completed by us could adversely impact our capital structure ~~or financial position,~~ as any such financing would likely include the issuance of additional securities or the borrowing of additional funds. Except as required by law or applicable securities exchange listing standards, we do not expect to ask our shareholders to vote on any proposed acquisition. Moreover, we generally do not announce our acquisitions until we have entered into a preliminary or definitive agreement.

Unfavorable general economic conditions could negatively impact our operating results and financial condition.

Unfavorable general economic conditions, including unstable economic and credit markets, could negatively affect our business. Worldwide economic growth has been sluggish since 2008, and many experts believe that a confluence of global factors may result in a prolonged period of economic stagnation, slow growth or economic uncertainty. While it is difficult to predict the ultimate impact of these general economic conditions, they could adversely affect demand for some of our products and services and could cause customers to shift to lower priced products and services or to delay or forego purchases of our products and services. These conditions impact, in particular, our ability to sell discretionary products or services to business customers that are under pressure to reduce costs or to governmental customers that have recently suffered substantial budget cuts with the prospect of additional future budget cuts. Any one or more of these circumstances could continue to depress our revenues. Also, our customers may encounter financial hardships or may not be able to obtain adequate access to credit, which could negatively impact their ability to make timely payments to us. In addition, as discussed further below, unstable economic and credit markets may preclude us from refinancing maturing debt at terms that are as favorable as those from which we previously benefited, at terms that are acceptable to us, or at all. For these reasons, among others, if current economic conditions persist or decline, our operating results, financial condition, and liquidity could be adversely affected.

For additional information about our business and operations, see Item 1 of Part I of our Annual Report Form 10-K for the year ended December 31, 2014.

Risks Relating to Legal and Regulatory Matters

Any adverse outcome of the KPNQwest litigation, or other material litigation of Qwest, Savvis or CenturyLink, could have a material adverse impact on our financial condition and operating results, on the trading price of our securities and on our ability to access the capital markets.

As described in Note 8—Commitments and Contingencies to our consolidated financial statements included in Item 1 of Part I of this report, the KPNQwest lawsuit brought against us by Cargill Financial Markets, Plc and Citibank, N.A. presents significant risk to us. The plaintiffs seek hundreds of millions of dollars in damages. We continue to vigorously defend ourselves in that lawsuit.

We are currently unable to provide an estimate as to the timing of the resolution of this matter. We can give no assurance as to the impacts on our financial results or financial condition that may ultimately result from the Cargill/Citibank lawsuit. The ultimate outcome remains uncertain, and a substantial settlement or judgment in this matter could have a significant impact on us. The magnitude of such a settlement or judgment could materially and adversely affect our financial condition and ability to meet our debt obligations, potentially impacting our credit ratings, our ability to access capital markets and our compliance with debt covenants. In addition, the magnitude of a settlement or judgment may cause us to draw down significantly on our cash balances, which might force us to obtain additional financing or explore other methods to generate cash. Such methods could include issuing additional debt securities or selling assets.

There are other material proceedings pending against us, as described in the above-referenced Note 8. Depending on their outcome, any of these matters could have a material adverse effect on our financial position or operating results. We can give you no assurances as to the impact of these matters on our operating results or financial condition.

We operate in a highly regulated industry and are therefore exposed to restrictions on our operations and a variety of claims relating to such regulation.

General. We are subject to significant regulation by, among others, (i) the Federal Communications Commission (“FCC”), which regulates interstate communications, (ii) state utility commissions, which regulate intrastate communications, and (iii) various foreign governments and international bodies, which regulate our international operations. Generally, we must obtain and maintain certificates of authority or licenses from these bodies in most territories where we offer regulated services. We cannot assure you that we will be successful in obtaining or retaining all licenses necessary to carry out our business plan, and, even if we are, the prescribed service standards and conditions imposed on us in connection with obtaining or acquiring control of these licenses may impose on us substantial costs and limitations. We are also subject to numerous requirements and interpretations under various international, federal, state and local laws, rules and regulations, which are often quite detailed and occasionally in conflict with each other. Accordingly, we cannot ensure that we are always considered to be in compliance with all these requirements at any single point in time. The agencies responsible for the enforcement of these laws, rules and regulations may initiate inquiries or actions based on customer complaints or on their own initiative.

Regulation of the telecommunications industry continues to change rapidly, and the regulatory environment varies substantially from jurisdiction to jurisdiction. Notwithstanding a recent movement towards alternative regulation, a substantial portion of our local voice services revenue remains subject to FCC and state utility commission pricing regulation, which periodically exposes us to pricing or earnings disputes and could expose us to unanticipated price declines. Interexchange carriers have filed complaints in various forums requesting reductions in our access rates. In addition, several long distance providers are disputing or refusing to pay amounts owed to us for carrying Voice over Internet Protocol (“VoIP”) traffic, or traffic they claim to be VoIP traffic. Similarly, some carriers are refusing to pay access charges for certain calls between mobile and wireline devices routed through an interexchange carrier. There can be no assurance that future regulatory, judicial or legislative activities will not have a material adverse effect on our operations, or that regulators or third parties will not raise material issues with regard to our compliance or noncompliance with applicable regulations.

Risks associated with recent changes in federal regulation. OnIn October ~~27,~~ 2011, the FCC adopted the Connect America and Intercarrier Compensation Reform order (“~~CAF~~the 2011 order”) intended to reform the existing regulatory regime to recognize ongoing shifts to new technologies, including VoIP, and ~~gradually~~ re-direct federal universal service funding to foster nationwide broadband coverage. This initial ruling provides for a multi-year transition ~~over the next decade~~ as intercarrier compensation charges are reduced, federal universal service funding is explicitly targeted to broadband deployment, and subscriber line charges paid by end-user customers are gradually increased. ~~We expect these~~These changes ~~will~~have substantially ~~increase~~increased the pace of reductions in the amount of switched access revenues we receive in our wholesale ~~business, while creating opportunities~~business. Moreover, regardless of whether and the degree to which we elect to participate in the FCC's CAF Phase 2 program, we anticipate our financial results will be significantly impacted in the coming years. For more information, see "Business Regulation" in Item 1 of Part I of our Annual Report Form 10-K for ~~increases~~the year ended December 31, 2014 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in ~~federal Universal Service Fund (“USF”) and retail revenue streams.~~ Item 2 of Part I of this report.

Several judicial challenges to the CAF 2011 order are pending and additional future challenges are possible, any of which could alter or delay the FCC’s proposed changes. In addition, based on the outcome of the FCC proceedings, various state commissions may consider changes to their universal service funds or intrastate access rates. Moreover, FCC proceedings relating to implementation of the ~~Order~~order remain pending. For these and other reasons, we cannot predict the ultimate impact of these proceedings at this time.

In addition, during the last few years Congress or the FCC has initiated various other changes, including (i) broadband stimulus projects, support funds and similar plans and (ii) various broadband and internet regulation initiatives including “network neutrality” ~~proposals.~~regulations, as discussed further below. The FCC is also, among other things, considering changes in the regulation of special access services. Any of these recent or pending initiatives could adversely affect our operations or financial results. Moreover, many of the FCC’s regulations adopted in recent years remain subject to judicial review and additional rulemakings, thus increasing the difficulty of determining the ultimate impact of these changes on us and our competitors.

Risks of higher costs. Regulations continue to create significant costs for us. Challenges to our tariffs by regulators or third parties or delays in obtaining certifications and regulatory approvals could cause us to incur substantial legal and administrative expenses, and, if successful, such challenges could adversely affect the rates that we are able to charge our customers.

Our business also may be impacted by legislation and regulation imposing new or greater obligations related to regulations or laws related to regulating broadband deployment, handling of broadband traffic, bolstering homeland security or cyber security, increasing disaster recovery requirements, minimizing environmental impacts, enhancing privacy, restricting data collection or storage, protecting intellectual property rights of third parties, or addressing other issues that impact our business, including the Communications Assistance for Law Enforcement Act (which requires communications carriers to ensure that their equipment, facilities, and services are able to facilitate authorized electronic surveillance), and laws governing local number portability and customer proprietary network information requirements. We expect our compliance costs to increase if future laws or regulations continue to increase our ~~obligations to assist other governmental agencies.~~obligations.

In addition, increased regulation of our suppliers could increase our costs. For instance, if enhanced regulation of greenhouse gas emissions increase our energy costs, the profitability of our hosting and other operations could be adversely affected.

Risks of reduced flexibility. As a diversified full service incumbent local exchange carrier in most of our key markets, we have traditionally been subject to significant regulation that does not apply to many of our competitors. This regulation in many instances restricts our ability to change rates, to compete and to respond rapidly to changing industry conditions. As our business becomes increasingly competitive, regulatory disparities between us and our competitors could impede our ability to compete.

Risks posed by other regulations. All of our operations are also subject to a variety of environmental, safety, health and other governmental regulations. We monitor our compliance with federal, state and local regulations governing the management, discharge and disposal of hazardous and environmentally sensitive materials. Although we believe that we are in compliance with these regulations, our management, discharge or disposal of hazardous and environmentally sensitive materials might expose us to claims or actions that could have a material adverse effect on our business, financial condition and operating results. For a discussion of regulatory risks associated with our international operations, see “Risk Factors—Risks Affecting Our Business—Our international operations expose us to various regulatory, currency, tax, legal and other risks."

“Open Internet” regulation could limit our ability to operate our high-speed data business profitably and to manage our broadband facilities efficiently.

In order to continue to provide quality high-speed data service at attractive prices, we believe we need the continued flexibility to respond to changing consumer demands, to manage bandwidth usage efficiently for the benefit of all customers and to invest in our networks. In ~~the past,~~late February 2015, the FCC adopted ~~“net neutrality” regulations that provided manageable operating guidelines to ensure an Open Internet. Because the FCC has recently proposed~~ new regulations that ~~could either afford greater flexibility or more regulation, we cannot assure you~~regulate internet services as a public utility under Title II of the ~~final terms~~Communications Act. The new regulations are subject to pending judicial challenges. The ultimate impact of ~~any such~~the new regulations ~~or their~~will depend on several factors, including the results of pending litigation and the manner in which the new regulations are implemented and enforced. Although it is premature for us to determine the ultimate impact ~~on us. Moreover,~~of the new regulations upon our operations, we ~~cannot assure you~~currently anticipate that ~~Congress will not pass legislation to further address Open Internet issues that~~the proposed rules could hamper our ability to operate our data networks ~~profitably, that~~efficiently, restrict our ability to implement ~~upgrades or~~ network management practices necessary to ensure quality service, ~~or that could~~increase the cost of network extensions and upgrades, and otherwise negatively impact our ~~ability~~current operations. It is possible that Congress, the FCC or the courts could take further action in the future to ~~compete effectively.~~modify regulations affecting the provision of broadband internet services.

We may be liable for the material that content providers distribute over our network.

Although we believe our liability for third party information stored on or transmitted through our networks is limited, the liability of private network operators is impacted both by changing technology and evolving legal principles. As a private network provider, we could be exposed to legal claims relating to third party content stored or transmitted on our networks. Such claims could involve, among others, allegations of defamation, invasion of privacy, or copyright infringement, ~~among other things.~~or aiding and abetting restricted activities such as online gambling or pornography. If we decide to implement additional measures to reduce our exposure to these risks or if we are required to defend ourselves against these kinds of claims, our operations and financial results could be negatively affected.

Any adverse outcome in any of our pending key legal proceedings could have a material adverse impact on our financial condition and operating results, on the trading price of our securities and on our ability to access the capital markets.

There are several material proceedings pending against us, as described in Note 8—Commitments and Contingencies to our consolidated financial statements included in Item 1 of Part I of this report. Results of these legal proceedings cannot be predicted with certainty. Irrespective of its merits, litigation may be both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention. Any of the proceedings described in Note 8 could have a material adverse effect on our financial position or operating results. We can give you no assurances as to the impact of these matters on our operating results or financial condition.

We are subject to franchising requirements that could impede our expansion opportunities.

We may be required to obtain from municipal authorities operating franchises to install or expand facilities. Some of these franchises may require us to pay franchise fees. These franchising requirements generally apply to our fiber transport and competitive local exchange carrier operations, and to our facilities-based video services. These requirements could delay us in expanding our operations or increase the costs of providing these services.

We are exposed to risks arising out of recent legislation affecting U.S. public companies.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and related regulations implemented thereunder, are increasing legal and financial compliance costs and making some activities more time consuming. Any failure to successfully or timely complete annual assessments of our internal controls required by Section 404 of the Sarbanes-Oxley Act could subject us to sanctions or investigation by regulatory authorities. Any such action could adversely affect our financial results or our reputation with investors, lenders or others.

~~For a more thorough discussion~~Changes in any of the ~~regulatory issues that~~above-described laws or regulations may ~~affect~~limit our ~~business, see “Regulation” in Item 1~~ability to plan, and could subject us to further costs or constraints.

From time to time, the laws or regulations governing us or our customers, or the government’s policy of ~~Part I~~enforcing those laws or regulations, have changed frequently and materially. The variability of these laws could hamper the ability of us and our ~~Annual Report on Form 10-K~~customers to plan for the ~~year ended December 31, 2013.~~future or establish long-term strategies. Moreover, future changes in these laws or regulations could further increase our operating or compliance costs, or further restrict our operational flexibility, any of which could have a material adverse effect on our results of operations, competitive position, financial condition or prospects.

Risks Affecting ~~our~~Our Liquidity and Capital Resources

Our high debt levels pose risks to our viability and may make us more vulnerable to adverse economic and competitive conditions, as well as other adverse developments.

We continue to carry significant debt. As of ~~June 30, 2014,~~March 31, 2015, our consolidated long-term debt was approximately ~~$21~~$20.5 billion. Approximately ~~$4.7~~$3.0 billion of our consolidated debt, excluding capital lease and other obligations, matures over the 36 months ~~following the date of this report, which includes our~~ ~~$845 million~~ ~~of credit facility debt.~~ending March 31, 2018.

Our significant levels of debt can adversely affect us in several other respects, including:

limiting the ability of CenturyLink and its subsidiaries to access the capital markets;

exposing CenturyLink and its subsidiaries to the risk of credit rating downgrades, as described further below;

hindering our flexibility to plan for or react to changing market, industry or economic conditions;

limiting the amount of cash flow available for future operations, acquisitions, strategic initiatives, dividends, stock repurchases or other uses;

making us more vulnerable to economic or industry downturns, including interest rate increases;

placing us at a competitive disadvantage compared to less leveraged competitors;

increasing the risk that we will need to sell securities or assets, possibly on unfavorable terms, or ~~reduce or terminate our dividend payments,~~take other unfavorable actions to meet payment obligations; or

increasing the risk that we may not meet the financial covenants contained in our debt agreements or timely make all required debt payments.

The effects of each of these factors could be intensified if we increase our borrowings.

Any failure to make required debt payments could, among other things, adversely affect our ability to conduct operations or raise capital.

Our debt agreements and the debt agreements of our subsidiaries allow us to incur significantly more debt, which could exacerbate the other risks described in this report.

The terms of our debt instruments and the debt instruments of our subsidiaries permit additional indebtedness. Additional debt may be necessary for many reasons, including those discussed above. Incremental borrowings that impose additional financial risks could exacerbate the other risks described in this report.

We expect to periodically require financing, and we cannot assure you that we will be able to obtain such financing on terms that are acceptable to us, or at all.

We have a significant amount of indebtedness that we intend to refinance over the next several years, principally through the issuance of debt securities of CenturyLink, Qwest Corporation or both. Our ability to arrange additional financing will depend on, among other factors, our financial position, performance, and credit ratings, as well as prevailing market conditions and other factors beyond our control. Prevailing market conditions could be adversely affected by disruptions in domestic or overseas sovereign or corporate debt markets, contractions or limited growth in the economy or other similar adverse economic developments in the U.S. or abroad. Instability in the global financial markets has from time to time resulted in periodic volatility in the capital markets. This volatility could limit our access to the credit markets, leading to higher borrowing costs or, in some cases, the inability to obtain financing on terms that are as favorable as those from which we previously benefitted, on terms that are acceptable to us, or at all. Any such failure to obtain additional financing could jeopardize our ability to repay, refinance or reduce our debt obligations.

We may also need to obtain additional financing under a variety of other circumstances, including if:

revenues and cash provided by operations decline;

economic conditions weaken, competitive pressures increase or regulatory requirements change;

we engage in any acquisitions or undertake substantial capital projects or other initiatives that increase our cash requirements;

we are required to contribute a material amount of cash to our pension plans;

we are required to begin to pay other post-retirement benefits earlier than anticipated;

our payments of federal taxes increase faster or in greater amounts than currently anticipated; or

we become subject to significant judgments or settlements in one or more of the matters discussed in Note 8—Commitments and Contingencies to our consolidated financial statements included elsewhere in this report.

For all the reasons mentioned above, we can give no assurance that additional financing for any of these purposes will be available on terms that are acceptable to us or at all.

In addition, our ability to borrow funds in the future will depend in part on the satisfaction of the covenants in our credit facilities and other debt ~~agreements.~~instruments. If we are unable to satisfy the financial covenants contained in those ~~agreements,~~instruments, or are unable to generate cash sufficient to make required debt payments, the parties to whom we are indebted could accelerate the maturity of some or all of our outstanding indebtedness. Certain of our debt instruments have cross payment default or cross acceleration provisions. When present, these provisions could have a wider impact on liquidity than might otherwise arise from a default or acceleration of a single debt instrument. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” elsewhere in this report for additional information about our indebtedness.

As noted above, If we are unable to make required debt payments or refinance our debt, we would likely have to consider other options, such as selling assets, issuing additional securities, reducing or terminating our dividend payments, cutting costs or otherwise reducing our cash requirements, or negotiating with our lenders to restructure the applicable debt. Our ~~credit agreement, term loan~~current and ~~the indentures governing our senior notes~~future debt instruments may restrict, or market or business conditions may limit, our ability to do some of these things on favorable terms or at all.

Any downgrade in the credit ratings of us or our affiliates could limit our ability to obtain future financing, increase our borrowing costs and adversely affect the market price of our existing debt securities or otherwise impair our business, financial condition and results of operations.

Nationally recognized credit rating organizations have issued credit ratings relating to our long-term debt and the long-term debt of several of our ~~subsidiaries that~~subsidiaries. Most of these ratings are below “investment ~~grade.”~~grade”, which results in higher borrowing costs than "investment grade" debt as well as reduced marketability of our debt securities. There can be no assurance that any rating assigned to any of these debt securities will remain in effect for any given period of time or that any such ratings will not be lowered, suspended or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances so warrant.

A downgrade of any of these credit ratings could:

adversely affect the market price of some or all of our outstanding debt or equity securities;

limit our access to the capital markets or otherwise adversely affect the availability of other new financing on favorable terms, if at all;

trigger the application of restrictive covenants in certain of our debt agreements or result in new or more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur;

increase our cost of borrowing; and

impair our business, financial condition and results of operations.

Under certain circumstances upon a change of control, we will be obligated to offer to repurchase certain of our outstanding debt securities, which could have certain adverse ramifications.

If the credit ratings relating to certain of our long-term debt securities are downgraded in the manner specified thereunder in connection with a “change of control” of CenturyLink, then we will be required to offer to repurchase such debt securities. If, due to lack of cash, legal or contractual impediments, or otherwise, we fail to offer to repurchase such debt securities, such failure could constitute an event of default under such debt securities, which could in turn constitute a default under other of our agreements relating to our indebtedness outstanding at that time. Moreover, the existence of these repurchase covenants may in certain circumstances render it more difficult or discourage a sale or takeover of us, or the removal of our incumbent directors.

Our ~~debt agreements and the debt agreements of our subsidiaries allow us to incur significantly more debt, which could exacerbate the other risks described in this report.~~

~~Our~~ business requires us to incur substantial capital and operating expenses, which reduce our available free cash flow.

Our business is capital intensive, and we anticipate that our capital requirements will continue to be significant in the coming years. As discussed further under “Risk Factors—Risks Affecting Our Business—Increases in broadband usage may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for our customers,” increased bandwidth consumption by consumers and businesses have placed increased demands on the transmission capacity of our networks. If we determine that our networks must be expanded to handle these increased demands or to the extent the FCC requires higher minimum transmission speeds to qualify as "broadband service", we may ~~be required to make~~determine that substantial additional capital expenditures are required, even though there is no assurance that the return on our investment will be satisfactory. In addition, many of our growth and modernization initiatives are capital intensive and changes in technology could require further spending. In addition to investing in expanded networks, new products or new technologies, we must from time to time invest capital to (i) replace some of ~~the~~our aging equipment that supports many of our ~~traditional~~legacy services as that ~~equipment ages, even though the~~are experiencing revenue ~~base from those services is not growing.~~declines or (ii) convert older systems to simplify and modernize our network. While we believe that our planned level of capital expenditures will meet both our maintenance and core growth requirements, this may not be the case if demands on our network continue to accelerate or other circumstances underlying our expectations change. Increased spending could, among other things, adversely affect our operating margins, cash flows, results of operations and financial position.

Similarly, we continue to anticipate incurring substantial operating expenses to support our incumbent services and growth initiatives. Although we have successfully reduced certain of our operating expenses over the past few years, we may be unable to further reduce these costs, even if revenues in some of our lines of business are decreasing. If so, our operating margins will be adversely impacted.

5652

As a holding company, we rely on payments from our operating companies to meet our obligations.

As a holding company, substantially all of our income and operating cash flow is dependent upon the earnings of our subsidiaries and their distribution of those earnings to us in the form of dividends, loans or other payments. As a result, we rely upon our subsidiaries to generate the funds necessary to meet our obligations, including the payment of amounts owed under our long-term debt. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts owed by us or, subject to limited exceptions for tax-sharing or cash management purposes, to make any funds available to us to repay our obligations, whether by dividends, loans or other payments. State law applicable to each of our subsidiaries restricts the amount of dividends that they may pay. Restrictions that have been or may be imposed by state regulators (either in connection with obtaining necessary approvals for our acquisitions or in connection with our regulated operations), and restrictions imposed by credit instruments or other agreements applicable to certain of our subsidiaries may limit the amount of funds that our subsidiaries are permitted to transfer to us, including the amount of dividends that may be paid to us. Moreover, our rights to receive assets of any subsidiary upon its liquidation or reorganization will be effectively subordinated to the claims of creditors of that subsidiary, including trade creditors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included elsewhere in this report for further discussion of these matters.

We cannot assure you that we will continue paying dividends at the current rates or at all.

For the reasons noted below, we cannot assure you that we will continue periodic dividends on our capital stock at the current rates or at all.

As noted in the immediately preceding risk factor, because we are a holding company with no material assets other than the stock of our subsidiaries, our ability to pay dividends will depend on the earnings and cash flow of our subsidiaries and their ability to furnish funds to us in the form of dividends, loans or other payments.

Any quarterly dividends on our common stock and our outstanding shares of preferred stock will be paid from funds legally available for such purpose when, as and if declared by our Board of Directors. Decisions on whether, when and in which amounts to continue making any future dividend distributions will remain at all times entirely at the discretion of our Board of Directors, which reserves the right to change or terminate our dividend practices at any time and for any reason, including without limitation any of the following:

our supply of cash or other liquid assets is anticipated to decrease due to our projected payment of higher cash taxes and might decrease further for any of the reasons or potential adverse events or developments described in this report, including (i) changes in competition, regulation, Universal Service support payments, technology, taxes, capital markets, operating costs or litigation costs, or (ii) the impact of any liquidity shortfalls caused by the below-described restrictions on the ability of our subsidiaries to lawfully transfer cash to us;

our cash requirements or plans might change for a wide variety of reasons, including changes in our capital allocation plans (including a desire to retain or accumulate cash), capital spending plans, stock purchase plans, acquisition strategies, strategic initiatives, debt payment plans (including a desire to maintain or improve credit ratings on our debt securities), pension funding payments, or financial position;

our ability to service and refinance our current and future indebtedness and our ability to borrow or raise additional capital to satisfy our capital needs;

the amount of dividends that we may distribute to our shareholders is subject to restrictions under Louisiana law and restrictions imposed by our existing or future credit facilities, debt securities, outstanding preferred stock securities, leases and other agreements, including restricted payment and leverage covenants; and

the amount of cash that our subsidiaries may make available to us, whether by dividends, loans or other payments, may be subject to the legal, regulatory and contractual restrictions described in the immediately preceding risk factor.

Based on its evaluation of these and other relevant factors, our Board of Directors may, in its sole discretion, decide not to declare a dividend on our common stock or our outstanding shares of preferred stock for any period for any reason, regardless of whether we have funds legally available for such purposes. Holders of our equity securities should be aware that they have no contractual or other legal right to receive dividends.

Similarly, holders of our common stock should be aware that repurchases of our common stock under our current repurchase plan are completely discretionary, and may be suspended or discontinued at any time for any reason regardless of our financial position.

Our current dividend practices could limit our ability to deploy cash for other beneficial purposes.

We cannot assure you whether, when or in what amounts we will be able to use our net operating losses, or when they will be depleted.

At December 31, ~~2013,~~2014, we had approximately ~~$2.9~~$1.6 billion of federal net operating losses, or NOLs, which relate primarily to pre-acquisition losses of Qwest. Under certain circumstances, these NOLs can be used to offset our future federal ~~and certain~~ taxable income. Additionally, we had state NOLs of $12 billion, which we believe have a gross tax benefit of $528 million.

The acquisitions of Qwest, Savvis and ~~Savvis~~other corporations caused “ownership changes” under federal tax laws relating to the post-acquisition use of ~~NOLs.~~NOLs and other federal tax attributes. As a result, these laws could limit our ability to use ~~these~~the federal NOLs and certain other ~~deferred~~federal tax ~~attributes.~~attributes of each of those corporations. Further limitations could apply if we are deemed to undergo an ownership change in the future. Despite this, we expect, based on current laws and circumstances, to use ~~substantially all~~a substantial portion of these federal NOLs and ~~certain~~ other ~~deferred~~federal tax attributes ~~as an offset~~ to reduce our federal ~~future taxable income by 2015, although~~tax liability in 2015.

A significant portion of the ~~timing of that use will depend upon the consolidated group’s future earnings and future tax circumstances. If and when our~~state NOLs are ~~fully utilized,~~generated in states where separate company income tax returns are filed and our subsidiaries that generated the losses may not have the ability to generate income in sufficient amounts to realize these losses. In addition, certain of these state NOLs will be limited by state laws related to ownership changes. As a result, we do not expect ~~that~~to utilize a large portion of the state NOLs, and consequently have established an allowance against the state NOLs in the amount of ~~our cash flow dedicated to the payment of federal taxes will increase substantially.~~$312 million.

Increases in costs for pension and healthcare benefits for our active and retired employees may reduce our profitability and increase our funding commitments.

With approximately ~~47,000 current~~45,000 employees, and approximately ~~66,000~~67,000 pension retirees and approximately ~~35,000~~24,000 former employees with vested benefits ~~as of December 31, 2013~~ participating in our benefit plans as of December 31, 2014, the costs of pension and healthcare benefits for our active and retired employees have a significant impact on our profitability. Our costs of maintaining our pension and healthcare plans, and the future funding requirements for these plans, are affected by several factors, most of which are outside our control, including:

decreases in investment returns on funds held by our pension and other benefit plan trusts;

changes in prevailing interest rates and ~~the~~ discount ~~rate~~rates used to calculate the funding status of our pension and other post-retirement ~~expenses;~~plans;

increases in healthcare costs generally or claims submitted under our healthcare plans specifically;

increasing longevity of our employees and retirees;

the continuing implementation of the Patient Protection and Affordable Care Act, and the related reconciliation act and regulations promulgated thereunder;

increases in the number of retirees who elect to receive lump sum benefit payments;

changes in plan benefits; and

changes in funding laws or regulations.

Increased costs under these plans could reduce our profitability and increase our funding commitments to our pension plans. Any future material cash contributions could have a negative impact on our liquidity by reducing our cash flows.

As of December 31, ~~2013,~~2014, our pension plans and our other post-retirement benefit plans were substantially underfunded from an accounting standpoint. See Note 8—7—Employee Benefits to our consolidated financial statements included in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, ~~2013.~~2014. For more information on our obligations under our defined benefit pension plans and other post-retirement benefit plans, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Pension and Post-retirement Benefit Obligations” included in Item 2 of Part I of this report.

Our cash flows may not be adequate to fund all of our ~~Annual Report Form 10-K~~current objectives.

As noted in the foregoing risk factor disclosures, changes in competition, technology, regulation and demand for our legacy services continue to place downward pressure on our consolidated cash flows. We rely upon these cash flows to partially or wholly fund several of our commitments and business objectives, including without limitation funding our capital expenditures, operating costs, share repurchases, dividends, pension funding payments, and debt repayments. We cannot assure you that our future cash flows will be sufficient to fund all of our cash requirements in the ~~year ended December 31, 2013.~~manner currently contemplated, especially after we deplete our current net operating loss carryforwards. Our inability to fund certain of these payments could have an adverse impact on our business, operations, competitive position, or the value of our stock.

For additional information concerning our liquidity and capital resources, see Item 2 of Part I of this report. For a discussion of certain currency and liquidity risks associated with our international operations, see "Risk Factors—Risks Affecting Our Business—Our international operations expose us to various regulatory, currency, tax, legal and other risks."

Other Risks

If conditions or assumptions differ from the judgments, assumptions or estimates used in our critical accounting policies, our consolidated financial statements and related disclosures could be materially affected.

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Our critical accounting policies, which are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2013, describe those significant accounting policies and methods used in the preparation of our consolidated financial statements that are considered “critical” because they require judgments, assumptions and estimates that materially impact our consolidated financial statements and related disclosures. As a result, if future events or assumptions differ significantly from the judgments, assumptions and estimates in our critical accounting policies, these events or assumptions could have a material impact on our consolidated financial statements and related disclosures.

We face hurricane and other natural disaster risks, which can disrupt our operations and cause us to incur substantial additional capital and operating costs.

A substantial number of our facilities are located in Florida, Alabama, Louisiana, Texas, North Carolina, South Carolina and other coastal states, which subjects them to the risks associated with severe tropical storms, hurricanes and tornadoes, including downed telephone lines, flooded facilities, power outages, fuel shortages, damaged or destroyed property and equipment, and work interruptions. Although we maintain property and casualty insurance on our plant (excluding our outside plant) and may under certain circumstances be able to seek recovery of some additional costs through increased rates, only a portion of our additional costs directly related to such hurricanes and natural disasters have historically been recoverable. We cannot predict whether we will continue to be able to obtain insurance for hazard-related damages or, if obtainable and carried, whether this insurance will be adequate to cover our losses. In addition, we expect any insurance of this nature to be subject to substantial deductibles and to provide for premium adjustments based on claims. ~~Any~~Moreover, we do not carry insurance against all types of losses. For instance, we are not insured for loss of use of all our outside plant, business interruption or terrorism. For all these reasons, any future hazard-related costs and work interruptions could adversely affect our operations and our financial condition.

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Our critical accounting policies, which are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in Item 7 of Part II of our Annual Report Form 10-K for the year ended December 31, 2014, describe those significant accounting policies and methods used in the preparation of our consolidated financial statements that are considered “critical” because they require judgments, assumptions and estimates that materially impact our consolidated financial statements and related disclosures. As a result, if future events or assumptions differ significantly from the judgments, assumptions and estimates in our critical accounting policies, these events or assumptions could have a material impact on our consolidated financial statements and related disclosures.

We have a significant amount of goodwill, customer relationships and other intangible assets on our consolidated balance sheet. If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings and reduce our stockholders’ equity.

As of March 31, 2015, approximately 55% of our total consolidated assets reflected on the consolidated balance sheet included in this report consisted of goodwill, customer relationships and other intangible assets. Under generally accepted accounting principles, most of these intangible assets must be tested for impairment on an annual basis or more frequently whenever events or circumstances indicate that their carrying value may not be recoverable. From time to time (most recently for the third quarter of 2013), we have recorded large non-cash charges to earnings in connection with required reductions of the value of our intangible assets. If our intangible assets are determined to be impaired in the future, we may be required to record additional significant, non-cash charges to earnings during the period in which the impairment is determined to have occurred.

Tax audits or changes in tax laws could adversely affect us.

Like all large businesses, we are subject to frequent and regular audits by the Internal Revenue Service as well as state and local tax authorities. These audits could subject us to tax liabilities if adverse positions are taken by these tax authorities.

We believe that we have adequately provided for tax contingencies. However, our tax audits and examinations may result in tax liabilities that differ materially from those that we have recognized in our consolidated financial statements. Because the ultimate outcomes of all of these matters are uncertain, we can give no assurance as to whether an adverse result from one or more of them will have a material effect on our financial results.

~~Effective for~~Legislators and regulators at all levels of government may from time to time change existing tax ~~years beginning after 2012, The Taxpayer Relief Act of 2012~~laws or regulations or enact new laws or regulations that could negatively impact our operating results in certain high-income taxpayers being subject to increased tax rates on dividends and capital gains. Additionally, these high-income taxpayers are also subject to a 3.8% Medicare tax on net investment income. These or ~~other potential increases in tax rates could reduce demand for our stock, which could potentially depress its trading price.~~financial condition.

Our agreements and organizational documents and applicable law could limit another party’s ability to acquire us.

A number of provisions in our agreements and organizational documents and various provisions of applicable law may delay, defer or prevent a future takeover of CenturyLink unless the takeover is approved by our Board of Directors. For additional information, please see our Registration Statement on Form 8-A/A filed with the SEC ~~July 1, 2009.~~on March 2, 2015. This could deprive our shareholders of any related takeover premium.

5856

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

In February ~~2013, our Board of Directors authorized the repurchase of up to an aggregate of $2 billion of our outstanding common shares. This repurchase program was completed on May 29, 2014. In February~~ 2014, our Board of Directors authorized a ~~new~~ 24-month program to repurchase up to an aggregate of $1 billion of our outstanding common ~~shares, which~~stock. This program took effect on May 29, 2014, immediately upon the completion of ~~the above-described~~our predecessor 2013 repurchase program. During the three months ended ~~June 30, 2014~~March 31, 2015, we repurchased approximately 4.5 million shares of our outstanding common stock in the open market (excluding common shares that, as of March 31, 2015, we had agreed to purchase under ~~our old and new stock repurchase programs.~~the program for an aggregate of $9 million in transactions that settled early in the second quarter of 2015). These shares were repurchased for an aggregate market price of $~~160~~170 million or an average purchase price of $~~35.10~~37.53 per share. The common stock repurchased has been retired. For additional information, see Note 10—Repurchase of CenturyLink Common Stock to our consolidated financial statements included in Item 1 of Part I of this report.

The following table contains information about shares of our previously-issued common stock that were repurchased under our ~~old and new stock repurchase programs:~~current 24-month Stock Repurchase Program:

Total Number of
Shares Purchased

Average Price
Paid Per
Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs

Approximate Dollar
Value of Shares That
May Yet Be Purchased
Under the Plans or
Programs ⁽¹⁾
Period
April 2014 ⁽²⁾
2,168,183
$ 33.60
2,168,183
$ 1,041,446,661
May 2014 ⁽³⁾
1,246,825
35.92
1,246,825
996,666,749
June 2014 ⁽⁴⁾
1,130,854
37.06
1,130,854
954,762,073
Total 4,545,862
35.10
4,545,862



	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Period
January 2015	1,457,420	$	38.93	1,457,420	$	743,281,109
February 2015	1,375,708	38.47		1,375,708	690,357,176
March 2015	1,686,369	35.56		1,686,369	630,385,722
Total	4,519,497	37.53		4,519,497

~~______________________________________________________________________~~


~~(1)~~	~~Aggregates the value of shares available for purchase under the old and new stock repurchase plans.~~


~~(2)~~	~~The total number of shares purchased in April 2014 are from the 2013 stock repurchase program.~~


~~(3)~~	~~The total number of shares purchased in May 2014 from the 2013 stock repurchase program were~~ ~~1,157,261, with an average purchase price of~~ ~~$35.81. The total number of shares purchased in May 2014 from the 2014 stock repurchase program were~~ ~~89,564, with an average purchase price of~~ ~~$37.22~~.


~~(4)~~	~~The total number of shares purchased in June 2014 are from the 2014 stock repurchase program.~~

The following table contains information about shares of our previously-issued common stock that we withheld from ~~delivering~~employees upon vesting of their stock-based awards during the ~~second~~first quarter of ~~2014 to employees~~2015 to satisfy ~~their~~the related minimum tax ~~obligations related to stock-based awards:~~withholding obligations:

Total Number of
Shares Withheld
for Taxes

Average Price Paid
Per Share
Period
April 2014 51,096
$ 33.11
May 2014 83,571
37.31
June 2014 19,905
36.91
Total 154,572



	Total Number of Shares Withheld for Taxes	Average Price Paid Per Share
Period
January 2015	48,927	$	38.56
February 2015	50,686	37.11
March 2015	332,148	34.41
Total	431,761

5957

ITEM 6. EXHIBITS

Exhibits identified in parentheses below are on file with the SEC and are incorporated herein by reference. All other exhibits are provided as part of this electronic submission.



Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of October 26, 2008, by and among CenturyLink, Inc., Embarq Corporation and Cajun Acquisition Company (incorporated by reference to Exhibit 99.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on October 30, 2008).
2.2	Agreement and Plan of Merger, dated as of April 21, 2010, by and among CenturyLink, Inc., its subsidiary SB44 Acquisition Company, and Qwest Communications International Inc. (incorporated by reference to Exhibit 2.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on April 27, 2010).
2.3	Agreement and Plan of Merger, dated as of April 26, 2011, by and among CenturyLink, Inc., SAVVIS, Inc. and Mimi Acquisition Company (incorporated by reference to Exhibit 2.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on April 27, 2011).
3.1	Amended and Restated Articles of Incorporation of CenturyLink, Inc., as amended through May 23, 2012 (incorporated by reference to Exhibit 3.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on May 30, 2012).
3.2	Bylaws of CenturyLink, Inc., as amended and restated through May 28, 2014 (incorporated by reference to Exhibit 3.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on June 2, 2014).
4.1	Form of common stock certificate (incorporated by reference to Exhibit 4.10 of CenturyLink, Inc.'s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 2, 2012 (Registration No. 333-179888)).
4.2	Instruments relating to CenturyLink, Inc.'s Revolving Credit Facility.
	a.	Amended and Restated Credit Agreement, dated as of April 6, 2012, by and among CenturyLink, Inc. and the lenders and agents named therein (incorporated by reference to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on April 11, ~~2012)~~2012, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of December 3, 2014, among CenturyLink, Inc. and the lenders and agents named therein (incorporated by reference to Exhibit 4.3 of CenturyLink's Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on December 5, 2014).
	b.	Guarantee Agreement, dated as of April 6, 2012, by and among the original guarantors named therein (incorporated by reference to Exhibit 4.2 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on April 11, 2012), as assumed by two additional guarantors under an assumption agreement, dated as of May 23, 2013 (incorporated by reference to Exhibit 4.2(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No. 001-07784) filed with the Securities and Exchange Commission on August 8, 2013), as amended by the Amendment to Guarantee Agreement and Reaffirmation Agreement, dated as of December 3, 2014, among CenturyLink, Inc. and the affiliated guarantors named therein (incorporated by reference to Exhibit 4.4 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on December 5, 2014).
4.3	Instruments relating to CenturyLink, Inc.'s Term Loan.
	a.	Credit Agreement, dated as of April 18, 2012, by and among CenturyLink, Inc., the several banks and other financial institutions or entities from time to time parties thereto, and CoBank, ACB, as administrative agent (incorporated by reference to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on April 20, 2012)., as amended by the amendment dated as of March 13, 2015.*
	b.	Guarantee Agreement, dated as of April 18, 2012, by and among the original guarantors named therein (incorporated by reference to Exhibit 4.2 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on April 20, 2012), as assumed by two additional guarantors under an assumption agreement, dated as of May 23, 2013 (incorporated by reference to Exhibit 4.3(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No. 001-07784) filed with the Securities and Exchange Commission on August 8, 2013)., as amended by the amendment dated as of March 13, 2015.*

⁽¹⁾

Certain of the items in Sections 4.4, 4.5 and 4.6 (i) omit supplemental indentures or other instruments governing debt that has been retired, or (ii) refer to trustees who may have been replaced, acquired or affected by similar changes. In accordance with Item 601(b) (4) (iii) (A) of Regulation S-K, copies of certain instruments defining the rights of holders of certain of our long-term debt are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.



Exhibit Number	Description
4.4	Instruments relating to CenturyLink, Inc.'s public senior debt. ⁽¹⁾
	a.	~~Form~~Indenture, dated as of ~~Indenture,~~March 31, 1994, by and between Century Telephone Enterprises, Inc. (currently named CenturyLink, Inc.) and Regions Bank (successor-in-interest to First American Bank & Trust of ~~Louisiana,~~Louisiana), as Trustee (incorporated by reference to Exhibit 4.1 of CenturyLink, Inc.'s Registration Statement on Form S-3 (File No. No. 33-52915) filed with the Securities and Exchange Commission on March 31, 1994).Trustee.
		(i).	Form of 7.2% Senior Notes, Series D, due 2025 (incorporated by reference to Exhibit 4.27 of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 001-07784) filed with the Securities and Exchange Commission on March 18, 1996).

~~(1)~~ Certain of the items in Sections 4.4, 4.5 and 4.6 (i) omit supplemental indentures or other instruments governing debt that has been retired, or (ii) refer to trustees who may have been replaced, acquired or affected by similar changes. In accordance with Item 601(b) (4) (iii) (A) of Regulation S-K, copies of certain instruments defining the rights of holders of certain of our long-term debt are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.



~~Exhibit~~ ~~Number~~	~~Description~~
		(ii).	Form of 6.875% Debentures, Series G, due 2028, (incorporated by reference to Exhibit 4.9 of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 001-07784) filed with the Securities and Exchange Commission on March 16, 1998).
	b.	Third Supplemental Indenture, dated as of February 14, 2005, by and between CenturyTel, Inc. (currently named CenturyLink, Inc.) and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 5% Senior Notes, Series M, due 2015 (incorporated by reference to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 000-50260) filed with the Securities and Exchange Commission on February 15, 2005).
		(i).	Form of 5% Senior Notes, Series M, due 2015 (incorporated by reference to Exhibit A to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 000-50260) filed with the Securities and Exchange Commission on February 15, 2005).
	c.	Fourth Supplemental Indenture, dated as of March 26, 2007, by and between CenturyTel, Inc. (currently named CenturyLink, Inc.) and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 6.0% Senior Notes, Series N, due 2017 and 5.5% Senior Notes, Series O, due 2013 (incorporated by reference to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 29, 2007).
		(i).	Form of 6.0% Senior Notes, Series N, due 2017 and 5.5% Senior Notes, Series O, due 2013 (incorporated by reference to Exhibit A to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 29, 2007).
	d.	Fifth Supplemental Indenture, dated as of September 21, 2009, by and between CenturyTel, Inc. (currently named CenturyLink, Inc.) and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 7.60% Senior Notes, Series P, due 2039 and 6.15% Senior Notes, Series Q, due 2019 (incorporated by reference to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on September 22, 2009).
		(i).	Form of 7.60% Senior Notes, Series P, due 2039 and 6.15% Senior Notes, Series Q, due 2019 (incorporated by reference to Exhibit A to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on September 22, 2009).
	e.	Sixth Supplemental Indenture, dated as of June 16, 2011, by and between CenturyLink, Inc. and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 5.15% Senior Notes, Series R, due 2017 and 6.45% Senior Notes, Series S, due 2021 (incorporated by reference to Exhibit 4.2 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on June 16, 2011).
		(i).	Form of 5.15% Senior Notes, Series R, due 2017 and 6.45% Senior Notes, Series S, due 2021 (incorporated by reference to Exhibit A to Exhibit 4.2 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on June 16, 2011).
	f.	Seventh Supplemental Indenture, dated as of March 12, 2012, by and between CenturyLink, Inc. and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 5.80% Senior Notes, Series T, due 2022 and 7.65% Senior Notes, Series U, due 2042 (incorporated by reference to Exhibit 4.1 of CenturyLink's Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 12, 2012).
		(i).	Form of 5.80% Senior Notes, Series T, due 2022 and 7.65% Senior Notes, Series U, due 2042 (incorporated by reference to Exhibit A to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 12, 2012).
⁽¹⁾ Certain of the items in Sections 4.4, 4.5 and 4.6 (i) omit supplemental indentures or other instruments governing debt that has been retired, or (ii) refer to trustees who may have been replaced, acquired or affected by similar changes. In accordance with Item 601(b) (4) (iii) (A) of Regulation S-K, copies of certain instruments defining the rights of holders of certain of our long-term debt are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.



Exhibit Number	Description
	g.	Eighth Supplemental Indenture, dated as of March 21, 2013, by and between CenturyLink, Inc. and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 5.625% Senior Notes, Series V, due 2020 (incorporated by reference to Exhibit 4.1 of CenturyLink's Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 21, 2013).
		(i).	Form of 5.625% Senior Notes, Series V, due 2020 (incorporated by reference to Exhibit A to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 21, 2013).
	h.	Ninth Supplemental Indenture, dated as of November 27, 2013, by and between CenturyLink, Inc. and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 6.75% Senior Notes, Series W, due 2023 (incorporated by reference to Exhibit 4.1 of CenturyLink's Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on November 27, 2013).



~~Exhibit~~ ~~Number~~	~~Description~~
		(i)	Form of 6.75% Senior Notes, Series W, due 2023 (incorporated by reference to Exhibit A to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on November 27, 2013).
	i.	Tenth Supplemental Indenture, dated as of March 19, 2015, by and between CenturyLink, Inc. and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 5.625% Senior Notes, Series X, due 2025 (incorporated by reference to Exhibit 4.1 of CenturyLink's Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 19, 2015).
		(i)	Form of 5.625% Senior Notes, Series X, due 2025 (incorporated by reference to Exhibit A to Exhibit 4.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 19, 2015).
4.5	Instruments relating to indebtedness of ~~affiliates of~~ Qwest Communications International, Inc. and its subsidiaries.⁽¹⁾
	a.	Indenture, dated as of April 15, 1990, by and between The Mountain States Telephone and Telegraph Company (currently named Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit 4.2 of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-03040) filed with the Securities and Exchange Commission on January 13, 2004).
		(i).	First Supplemental Indenture, dated as of April 16, 1991, by and between U S WEST Communications, Inc. (currently named Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit 4.3 of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-03040) filed with the Securities and Exchange Commission on January 13, 2004).
	b.	Indenture, dated as of April 15, 1990, by and between Northwestern Bell Telephone Company (predecessor to Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit 4.5(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2012 (File No. 001-07784) filed with the Securities and Exchange Commission on May 10, 2012).
		(i).	First Supplemental Indenture, dated as of April 16, 1991, by and between U S WEST Communications, Inc. (currently named Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit 4.3 of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-03040) filed with the Securities and Exchange Commission on January 13, 2004).
	c.	Indenture, dated as of June 29, 1998, by and among U S WEST Capital Funding, Inc. (currently named Qwest Capital Funding, Inc.), U S WEST, Inc. (predecessor to Qwest Communications International Inc.) and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4(a) of U S WEST, Inc.'s Current Report on Form 8-K (File No. 001-14087) filed with the Securities and Exchange Commission on November 18, 1998).
		(i).	First Supplemental Indenture, dated as of June 30, 2000, by and among U S WEST Capital Funding, Inc. (currently named Qwest Capital Funding, Inc.), U S WEST, Inc. (predecessor to Qwest Communications International Inc.) and Bank One Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.10 of Qwest Communications International Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 001-15577) filed with the Securities and Exchange Commission on August 11, 2000).
	d.	Indenture, dated as of October 15, 1999, by and between US West Communications, Inc. (currently named Qwest Corporation) and Bank One Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4(b) of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-03040) filed with the Securities and Exchange Commission on March 3, 2000).



Exhibit Number	Description
		(i).	First Supplemental Indenture, dated as of August 19, 2004, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.22 of Qwest Communications International Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2004 (File No. 001-15577) filed with the Securities and Exchange Commission on November 5, 2004).
		(ii).	Third Supplemental Indenture, dated as of June 17, 2005, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of Qwest Communications International Inc.'s Current Report on Form 8-K (File No. 001-15577) filed with the Securities and Exchange Commission on June 23, 2005).
		(iii).	Fourth Supplemental Indenture, dated as of August 8, 2006, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of Qwest Communications International Inc.'s Current Report on Form 8-K (File No. 001-15577) filed with the Securities and Exchange Commission on August 8, 2006).
		(iv).	Fifth Supplemental Indenture, dated as of May 16, 2007, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of Qwest Communications International Inc.'s Current Report on Form 8-K (File No. 001-15577) filed with the Securities and Exchange Commission on May 18, 2007).
		(v).	Sixth Supplemental Indenture, dated as of April 13, 2009, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of Qwest Communications International Inc.'s Current Report on Form 8-K (File No. 001-15577) filed with the Securities and Exchange Commission on April 13, 2009).



~~Exhibit~~ ~~Number~~	~~Description~~
		(vi).	Seventh Supplemental Indenture, dated as of June 8, 2011, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.8 of Qwest Corporation's Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on June 7, 2011).
		(vii).	Eighth Supplemental Indenture, dated as of September 21, 2011, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.9 of Qwest Corporation's Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on September 20, 2011).
		(viii).	Ninth Supplemental Indenture, dated as of October 4, 2011, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of Qwest Corporation's Current Report on Form 8-K (File No. 001-03040) filed with the Securities and Exchange Commission on October 4, 2011).
		(ix)	Tenth Supplemental Indenture, dated as of April 2, 2012, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.11 of Qwest Corporation's Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on March 30, 2012).
		(x)	Eleventh Supplemental Indenture, dated as of June 25, 2012, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.12 of Qwest Corporation's Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on June 22, 2012).
		(xi)	Twelfth Supplemental Indenture, dated as of May 23, 2013, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.13 of Qwest Corporation's Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on May 22, 2013).
		(xii)	Thirteenth Supplemental Indenture, dated as of September 29, 2014, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.14 of Qwest Corporation's Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on September 26, 2014).
	e.	Credit Agreement, dated as of February 20, 2015, by and among Qwest Corporation, the several lenders from time to time parties thereto, and CoBank, ACB, as administrative agent.
4.6	Instruments relating to indebtedness of Embarq Corporation.⁽¹⁾
	a.	Indenture, dated as of May 17, 2006, by and between Embarq Corporation and J.P. Morgan Trust Company, National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.1 of Embarq Corporation's Current Report on Form 8-K (File No. 001-32732) filed with the Securities and Exchange Commission on May 18, 2006).
	b.	7.082% Global Note due 2016 of Embarq Corporation (incorporated by reference to Exhibit 4.3 to Embarq Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-32372) filed with the Securities and Exchange Commission on March 9, 2007).



Exhibit Number	Description
	c.	7.995% Global Note due 2036 of Embarq Corporation (incorporated by reference to Exhibit 4.4 to Embarq Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-32372) filed with the Securities and Exchange Commission on March 9, 2007).
4.7	Intercompany debt instruments.
	a.	Revolving Promissory Note, dated as of April 2, 2012 pursuant to which Embarq Corporation may borrow from an affiliate of CenturyLink, Inc. up to $2.5 billion on a revolving basis (incorporated by reference to Exhibit 4.7(a) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2012 (File No. 001-07784) filed with the Securities and Exchange Commission on November 8, 2012).
	b.	Revolving Promissory Note, dated as of April 18, 2012, pursuant to which Qwest Corporation may borrow from an affiliate of CenturyLink, Inc. up to $1.0 billion on a revolving basis (incorporated by reference to Exhibit 4.7(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2012 (File No. 001-07784) filed with the Securities and Exchange Commission on November 8, 2012).
	c.	Revolving Promissory Note, dated as of September 27, 2012, pursuant to which Qwest Communications International, Inc. may borrow from an affiliate of CenturyLink, Inc. up to $3.0 billion on a revolving basis (incorporated by reference to Exhibit 4.7(c) of CenturyLink Inc.'s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-07844) filed with the Securities and Exchange Commission on March 1, 2013).
10.1	Qualified Employee Benefit Plans of CenturyLink, Inc. (excluding several narrow-based qualified plans that cover union employees or other limited groups of employees).



~~Exhibit~~ ~~Number~~	~~Description~~
	a.	CenturyLink Dollars & Sense 401(k) Plan and Trust, as amended and restated through December 31, 2006 (incorporated by reference to Exhibit 10.1(a) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2007), as amended by the First Amendment and the Second Amendment thereto, each dated as of December 31, 2007 (incorporated by reference to Exhibit 10.1(a) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-07784) filed with the Securities and Exchange Commission on February 29, 2008), as amended by the Third Amendment thereto dated as of November 20, 2008 (incorporated by reference to Exhibit 10.1(a) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on February 27, 2009), as amended by the Fourth Amendment thereto dated as of June 30, 2009 (incorporated by reference to Exhibit 10.1(a) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009), as amended by the Fifth Amendment thereto dated as of September 15, 2009 (incorporated by reference to Exhibit 10.1(a) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010), as amended by the Sixth Amendment thereto, dated as of December 30, 2009 (incorporated by reference to Exhibit 10.1(a) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010), as amended by the Seventh Amendment thereto, effective May 20, 2010 (incorporated by reference to Exhibit 10.1(a) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on November 5, 2010) and as amended by the Eighth Amendment thereto, effective January 1, 2011 (incorporated by reference to Exhibit 10.1(a) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2011).



Exhibit Number	Description
	b.	CenturyLink Union 401(k) Plan and Trust, as amended and restated through December 31, 2006 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2007), as amended by the First Amendment thereto dated as of May 29, 2007 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on May 7, 2008), as amended by the Second Amendment thereto dated as of December 31, 2007 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-07784) filed with the Securities and Exchange Commission on February 29, 2008), as amended by the Third Amendment thereto dated as of November 20, 2008 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on February 27, 2009), as amended by the Fourth Amendment thereto dated as of June 30, 2009 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009), as amended by the Fifth Amendment thereto dated as of September 15, 2009 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010), as amended by the Sixth Amendment thereto, dated as of December 30, 2009 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010), as amended by the Seventh Amendment thereto, effective May 20, 2010 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on November 5, 2010) and as amended by the Eighth Amendment thereto, effective January 1, 2011 (incorporated by reference to Exhibit 10.1(b) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2011).



~~Exhibit~~ ~~Number~~	~~Description~~
	c.	CenturyLink Retirement Plan, as amended and restated through December 31, 2006 (incorporated by reference to Exhibit 10.1(c) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2007), as amended by Amendment No. 1 thereto dated as of April 2, 2007 (incorporated by reference to Exhibit 10.1(c) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on May 7, 2008), as amended by Amendment No. 2 thereto dated as of December 31, 2007 (incorporated by reference to Exhibit 10.1(c) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-07784) filed with the Securities and Exchange Commission on February 29, 2008), as amended by Amendment No. 3 thereto dated as of October 24, 2008 (incorporated by reference to Exhibit 10.1(c) CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on February 27, 2009), as amended by Amendment No. 4 dated as of June 30, 2009 (incorporated by reference to Exhibit 10.1(c) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009), as amended by Amendment No. 5 thereto dated as of September 15, 2009 (incorporated by reference to Exhibit 10.1(c) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010), as amended by Amendment No. 6 thereto, dated as of December 30, 2009 (incorporated by reference to Exhibit 10.1(c) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010), as amended by Amendment No. 7 thereto, effective at various dates during 2010 (incorporated by reference to Exhibit 10.1(c) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on November 5, 2010) and as amended by Amendment No. 8 thereto, effective January 1, 2011 (incorporated by reference to Exhibit 10.1(c) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2011).
10.2	Stock-based Incentive Plans and Agreements of CenturyLink
	a.	Amended and Restated 1983 Restricted Stock Plan, as amended and restated through February 23, 2010 (incorporated by reference to Exhibit 10.2(a) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010).



Exhibit Number	Description
	b.	Amended and Restated 2000 Incentive Compensation Plan, as amended through May 23, 2000 (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 001-07784) filed with the Securities and Exchange Commission on August 11, 2000) and amendment thereto dated as of May 29, 2003 (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 001-7784) filed with the Securities and Exchange Commission on August 14, 2003).
		(i)	Form of Stock Option Agreement, pursuant to the 2000 Incentive Compensation Plan and dated as of May 21, 2001, entered into between CenturyLink, Inc. and its officers (incorporated by reference to Exhibit 10.2(e) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 001-07784) filed with the Securities and Exchange Commission on March 15, 2002).
		(ii)	Form of Stock Option Agreement, pursuant to the 2000 Incentive Compensation Plan and dated as of February 25, 2002, entered into between CenturyLink, Inc. and its officers (incorporated by reference to Exhibit 10.2(d) (ii) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-07784) filed with the Securities and Exchange Commission on March 27, 2003).
	c.	Amended and Restated 2002 Directors Stock Option Plan, dated as of February 25, 2004 (incorporated by reference to Exhibit 10.2(e) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-07784) filed with the Securities and Exchange Commission on March 12, 2004) and amendment thereto dated as of October 24, 2008 (incorporated by reference to Exhibit 10.2(d) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on February 27, 2009).
		(i)	Form of Stock Option Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. in connection with options granted to the outside directors as of May 10, 2002 (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2002 (File No. 001-07784) filed with the Securities and Exchange Commission on November 14, 2002).



~~Exhibit~~ ~~Number~~	~~Description~~
		(ii)	Form of Stock Option Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. in connection with options granted to the outside directors as of May 9, 2003 (incorporated by reference to Exhibit 10.2(e) (ii) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-07784) filed with the Securities and Exchange Commission on March 12, 2004).
		(iii)	Form of Stock Option Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. in connection with options granted to the outside directors as of May 7, 2004 (incorporated by reference to Exhibit 10.2(d) (iii) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-07784) filed with the Securities and Exchange Commission on March 16, 2006).
	d.	Amended and Restated 2002 Management Incentive Compensation Plan, dated as of February 25, 2004 (incorporated by reference to Exhibit 10.2(f) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-07784) filed with the Securities and Exchange Commission on March 12, 2004) and amendment thereto dated as of October 24, 2008 (incorporated by reference to Exhibit 10.2(e) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on February 27, 2009).
		(i)	Form of Stock Option Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. and certain of its officers and key employees at various dates during 2002 following May 9, 2002 (incorporated by reference to Exhibit 10.4 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2002 (File No. 001-07784) filed with the Securities and Exchange Commission on November 14, 2002).
		(ii)	Form of Stock Option Agreement, pursuant to foregoing plan and dated as of February 24, 2003, entered into between CenturyLink, Inc. and its officers (incorporated by reference to Exhibit 10.2(f) (ii) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-07784) filed with the Securities and Exchange Commission on March 27, 2003).
		(iii)	Form of Stock Option Agreement, pursuant to foregoing plan and dated as of February 25, 2004, entered into between CenturyLink, Inc. and its officers (incorporated by reference to Exhibit 10.2(f) (iii) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-07784) filed with the Securities and Exchange Commission on March 12, 2004).
		(iv)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of February 24, 2003, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.1 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 001-07784) filed with the Securities and Exchange Commission on May 14, 2003).



Exhibit Number	Description
		(v)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of February 25, 2004, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.2(f) (v) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2004 (File No. 000-50260) filed with the Securities and Exchange Commission on May 7, 2004).
		(vi)	Form of Stock Option Agreement, pursuant to foregoing plan and dated as of February 17, 2005, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.2(e) (v) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50260) filed with the Securities and Exchange Commission on March 16, 2005).
		(vii)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of February 17, 2005, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.2(e) (vi) of CenturyLink, Inc.'s Annual Report on Form 10-K for the period ended December 31, 2004 (File No. 000-50260) filed with the Securities and Exchange Commission on March 16, 2005).
	e.	Amended and Restated 2005 Directors Stock Plan, as amended and restated through February 23, 2010 (incorporated by reference to Exhibit 10.2(f) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010).
		(i)	Form of Restricted Stock Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. and each of its outside directors as of May 13, 2005 (incorporated by reference to Exhibit 10.4 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 000-50260) filed with the Securities and Exchange Commission on May 13, 2005).



~~Exhibit~~ ~~Number~~	~~Description~~
		(ii)	Form of Restricted Stock Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. and each of its outside directors as of May 12, 2006 (incorporated by reference to Exhibit 10.1 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2006 (File No. 001-07784) filed with the Securities and Exchange Commission on August 3, 2006).
		(iii)	Form of Restricted Stock Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. and each of its outside directors as of May 11, 2007 (incorporated by reference to Exhibit 10.2(f) (iii) of CenturyLink, Inc.'s Annual Report on Form 10-K for the period ended December 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on February 27, 2009).
		(iv)	Form of Restricted Stock Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. and each of its outside directors as of May 9, 2008 (incorporated by reference to Exhibit 10.2 (f) (iv) of CenturyLink, Inc.'s Annual Report on Form 10-K for the period ended December 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on February 27, 2009).
		(v)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of May 8, 2009, entered into between CenturyLink, Inc. and each of its outside directors on such date who remained on the Board following July 1, 2009 (incorporated by reference to Exhibit 10.2(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009).
		(vi)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of May 8, 2009, entered into between CenturyLink, Inc. and each of its outside directors who retired on July 1, 2009 (incorporated by reference to Exhibit 10.2(c) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009).
		(vii)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of July 2, 2009, entered into between CenturyLink, Inc. and each of its outside directors named to the Board on July 1, 2009 (incorporated by reference to Exhibit 10.1(d) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009).
		(viii)	Restricted Stock Agreement, pursuant to the foregoing plan and dated as of July 2, 2009, entered into between CenturyLink, Inc. and William A. Owens in payment of Mr. Owens' 2009 supplemental chairman's fees (incorporated by reference to Exhibit 10.2(e) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009).



Exhibit Number	Description
		(ix)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of May 21, 2010, entered into between CenturyLink, Inc. and seven of its outside directors on such date (incorporated by reference to Exhibit 10.1 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on August 6, 2010).
	f.	Amended and Restated 2005 Management Incentive Compensation Plan, as amended and restated through February 23, 2010 (incorporated by reference to Exhibit 10.2(g) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010).
		(i)	Form of Stock Option Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. and certain officers and key employees at various dates since May 12, 2005 (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2005 (File No. 001-07784) filed with the Securities and Exchange Commission on November 9, 2005).
		(ii)	Form of Restricted Stock Agreement, pursuant to the foregoing plan, entered into between CenturyLink, Inc. and certain officers and key employees at various dates since May 12, 2005 (incorporated by reference to Exhibit 10.3 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2005 (File No. 001-07784) filed with the Securities and Exchange Commission on November 9, 2005).
		(iii)	Form of Stock Option Agreement, pursuant to the foregoing plan and dated as of February 21, 2006, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.2(g) (iii) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-07784) filed with the Securities and Exchange Commission on March 16, 2006).



~~Exhibit~~ ~~Number~~	~~Description~~
		(iv)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of February 21, 2006, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.2(g) (iv) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-07784) filed with the Securities and Exchange Commission on March 16, 2006).
		(v)	Form of Stock Option Agreement, pursuant to the foregoing plan and dated as of February 26, 2007, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.1 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2007 (File No. 001-07784) filed with the Securities and Exchange Commission on May 9, 2007).
		(vi)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of February 26, 2007, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2007 (File No. 001-07784) filed with the Securities and Exchange Commission on May 9, 2007).
		(vii)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of February 21, 2008, entered into between CenturyLink, Inc. and its executive officers (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on May 7, 2008).
		(viii)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of February 26, 2009 (incorporated by reference to Exhibit 10.2(g) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on May 1, 2009).
		(ix)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of March 8, 2010 (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on May 7, 2010).
	g.	Amended and Restated CenturyLink Legacy Embarq 2008 Equity Incentive Plan, as amended and restated through February 23, 2010 (incorporated by reference to Exhibit 10.2(h) of CenturyLink, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2010).
		(i)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of May 21, 2010, entered into between CenturyLink, Inc. and four of its outside directors as of such date (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on August 6, 2010).



Exhibit Number	Description
		(ii)	Form of Restricted Stock Agreement, pursuant to the foregoing plan and dated as of May 21, 2010, entered into between CenturyLink, Inc. and William A. Owens in payment of Mr. Owens' 2010 supplemental chairman's fees (incorporated by reference to Exhibit 10.3 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on August 6, 2010).
		(iii)	Form of Restricted Stock Agreement, dated as of September 7, 2010, entered into between CenturyLink, Inc. and Dennis G. Huber (incorporated by reference to Exhibit 10.16 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on November 5, 2010).
	h.	Form of Retention Award Agreement, pursuant to the equity incentive plans of CenturyLink or Embarq and dated as of August 23, 2010, entered into between CenturyLink, Inc. and certain officers and key employees as of such date (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on November 5, 2010).
	i.	CenturyLink 2011 Equity Incentive Plan (incorporated by reference to Appendix B of CenturyLink, Inc.'s Proxy Statement for its 2011 Annual Meeting of Shareholders (File No. 001-07784) filed with the Securities and Exchange Commission on April 6, 2011).
		(i)	Form of Restricted Stock Agreement for executive officers used in 2011 and 2012 (incorporated by reference to Exhibit 10.2(a) (i) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (File No. 001-07784) filed with the Securities and Exchange Commission on August 9, 2011).



~~Exhibit~~ ~~Number~~	~~Description~~
		(ii)	Form of Restricted Stock Agreement for non-management directors used since 2011 (incorporated by reference to Exhibit 10.2(a) (ii) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (File No. 001-07784) filed with the Securities and Exchange Commission on August 9, 2011).
		(iii)	Form of Restricted Stock Agreement for executive officers used since May 2013.
10.3	Key Employee Incentive Compensation Plan, dated as of January 1, 1984, as amended and restated as of November 16, 1995 (incorporated by reference to Exhibit 10.1(f) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 001-07784) filed with the Securities and Exchange Commission on March 18, 1996) and amendment thereto dated as of November 21, 1996 (incorporated by reference to Exhibit 10.1(f) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 001-07784) filed with the Securities and Exchange Commission on March 17, 1997), amendment thereto dated as of February 25, 1997 (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 1997 (File No. 001-07784) filed with the Securities and Exchange Commission on May 8, 1997), amendment thereto dated as of April 25, 2001 (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2001 (File No. 001-07784) filed with the Securities and Exchange Commission on May 15, 2001), amendment thereto dated as of April 17, 2000 (incorporated by reference to Exhibit 10.3(a) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 001-07784) filed with the Securities and Exchange Commission on March 15, 2002) and amendment thereto dated as of February 27, 2007 (incorporated by reference to Exhibit 10.1 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (File No. 001-07784) filed with the Securities and Exchange Commission on August 8, 2007).
10.4	Supplemental Dollars & Sense Plan, 2008 Restatement, effective January 1, 2008, (incorporated by reference to Exhibit 10.3(c) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-07784) filed with the Securities and Exchange Commission on February 29, 2009) and amendment thereto dated as of October 24, 2008 (incorporated by reference to Exhibit 10.3(c) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on March 27, 2009) and amendment thereto dated as of December 27, 2010 (incorporated by reference to Exhibit 10.4 of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2011).
10.5	Supplemental Defined Benefit Pension Plan, effective as of January 1, 2012 (incorporated by reference to Exhibit 10.5 of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-07784) filed with the Securities and Exchange Commission on February 28, 2012).
10.6	Amended and Restated Salary Continuation (Disability) Plan for Officers, dated as of November 26, 1991 (incorporated by reference to Exhibit 10.16 of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991).
10.7	2010 Executive Officer Short-Term Incentive Program (incorporated by reference to Appendix B of CenturyLink, Inc.'s 2010 Proxy Statement on Form 14A (File No. 001-07784) filed with the Securities and Exchange Commission on April 7, 2010).
~~10.9~~	Form of Indemnification Agreement entered into between CenturyLink, Inc. and each of its directors as of July 1, 2009 (incorporated by reference to Exhibit 99.3 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) with the Securities and Exchange Commission on July 1, 2009).

~~10.10~~

Exhibit Number	Description
10.8	Form of Indemnification Agreement entered into between CenturyLink, Inc. and each of its officers as of July 1, 2009 (incorporated by reference to Exhibit 10.5 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009).
~~10.11~~10.9	Change of Control Agreement, effective January 1, 2011, by and between Glen F. Post, III and CenturyLink, Inc. (incorporated by reference to Exhibit 10.11 of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2011).
~~10.12~~10.10	Form of Change of Control Agreement, effective January 1, 2011 between CenturyLink, Inc. and each of its other executive officers (incorporated by reference to Exhibit 10.12 of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2011).
10.11	CenturyLink Executive Severance Plan (incorporated by reference to Exhibit 10.13 of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-07784) filed with the Securities and Exchange Commission on February 24, 2015.)
10.12	Amended and Restated CenturyLink, Inc. Bonus Life Insurance Plan for Executive Officers, dated as of April 3, 2008 (incorporated by reference to Exhibit 10.4 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2008 (File No. 001-07784) filed with the Securities and Exchange Commission on May 7, 2008) and First Amendment thereto (incorporated by reference to Exhibit 10.13 of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on November 5, 2010).



~~Exhibit~~ ~~Number~~	~~Description~~
~~10.14~~10.13	Certain Material Agreements and Plans of Embarq Corporation.
	a.	Embarq Corporation 2006 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 99.1 of the Registration Statement on Form S-8 filed by CenturyLink, Inc. (File No. 001-07784) with the Securities and Exchange Commission on July 1, 2009).
	b.	Form of 2007 Award Agreement for executive officers of Embarq Corporation (incorporated by reference to Exhibit 10.1 of Embarq Corporation's Current Report on Form 8-K (File No. 001-32372) filed with the Securities and Exchange Commission on February 27, 2007).
	c.	Form of 2008 Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Embarq Corporation's Current Report on Form 8-K (File No. 001-32372) filed with the Securities and Exchange Commission on March 4, 2008).
	d.	Form of 2009 Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Embarq Corporation's Current Report on Form 8-K (File No. 001-32732) filed with the Securities and Exchange Commission on March 5, 2009).
	e.	Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 of Embarq Corporation's Current Report on Form 8-K (File No. 001-32372) filed with the Securities and Exchange Commission on March 4, 2008).
	f.	Amendment to Outstanding RSUs granted in 2007 and 2008 under the Embarq Corporation 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 of Embarq Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-32372) filed with the Securities and Exchange Commission on February 13, 2009).
	g.	Form of 2006 Award Agreement, entered into between Embarq Corporation and Richard A. Gephardt (incorporated by reference to Exhibit 10.3 of Embarq Corporation's Current Report on Form 8-K (File No. 001-32372) filed with the Securities and Exchange Commission on August 1, 2006), as amended by the amendment thereto dated as of June 26, 2009 (incorporated by reference to Exhibit 10.6 (m) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 001-07784) filed with the Securities and Exchange Commission on August 7, 2009).
	h.	Amended and Restated Executive Severance Plan, including Form of Participation Agreement entered into between Embarq Corporation and William E. Cheek (incorporated by reference to Exhibit 10.4 of Embarq Corporation's Quarterly Report on Form 10-Q for the period ended September 30, 2008 (File No. 001-32372) filed with the Securities and Exchange Commission on October 30, 2008).



Exhibit Number	Description
	i.	Embarq Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.27 of Embarq Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-32372) filed with the Securities and Exchange Commission on February 13, 2009), amendment thereto dated as of December 27, 2010 (incorporated by reference to Exhibit 10.14(o) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-07784) filed with the Securities and Exchange Commission on March 1, 2011) and second amendment thereto as of dated as of November 15, 2011 (incorporated by reference to Exhibit 10.14(k) of CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-07784) filed with the Securities and Exchange Commission on February 28, 2012).
~~10.15~~10.14	Certain Material Agreements and Plans of Qwest Communications International Inc. or Savvis, Inc.
	a.	Equity Incentive Plan, as amended and restated (incorporated by reference to Annex A of Qwest Communications International Inc.'s Proxy Statement for the 2007 Annual Meeting of Stockholders (File No. 001-15577) filed with the Securities and Exchange Commission on March 29, 2007).



~~Exhibit~~ ~~Number~~	~~Description~~
	b.	Forms of restricted stock, performance share and option agreements used under Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.2 of Qwest Communications International Inc.'s Current Report on Form 8-K (File No. 001-15577) filed with the Securities and Exchange Commission on October 24, 2005; Exhibit 10.2 of Qwest Communication International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-15577) filed with the Securities and Exchange Commission on February 16, 2006; Exhibit 10.2 of Qwest Communication International Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2006 (File No. 001-15577) filed with the Securities and Exchange Commission on May 3, 2006; Exhibit 10.2 of Qwest Communication International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-15577) filed with the Securities and Exchange Commission on February 8, 2007; Exhibit 10.3 of Qwest Communication International Inc.'s Current Report on Form 8-K (File No. 001-15577) filed with the Securities and Exchange Commission on September 15, 2008; Exhibit 10.2 of Qwest Communication International Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2009 (File No. 001-15577) filed with the Securities and Exchange Commission on April 30, 2009; and Exhibit 10.2 of Qwest Communication International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-15577) filed with the Securities and Exchange Commission on February 15, 2011).
	c.	Deferred Compensation Plan for Nonemployee Directors, as amended and restated, Amendment to Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.2 of Qwest Communications International Inc.'s Current Report on Form 8-K (File No. 001-15577) filed with the Securities and Exchange Commission on December 16, 2005 and Exhibit 10.8 to Qwest Communication International Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2008 (File No. 001-15577) filed with the Securities and Exchange Commission on October 29, 2008) and Amendment No. 2011-1 to Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.15(c) of CenturyLink, Inc.'s Annual Report for the year ended December 31, 2011 (File No. 001-07784) filed with the Securities and Exchange Commission on February 28, 2012).
	d.	Qwest Nonqualified Pension Plan (incorporated by reference to Exhibit 10.9 of Qwest Communications International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-15577) filed with the Securities and Exchange Commission on February 16, 2010).
	e.	SAVVIS, Inc. Amended and Restated 2003 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 of SAVVIS, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2006 (File No. 000-29375) filed with the Securities and Exchange Commission on May 5, 2006), as amended by Amendment No. 1 (incorporated by reference to Exhibit 10.6 of SAVVIS, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-29375) filed with the Securities and Exchange Commission on February 26, 2007); Amendment No. 2 (incorporated by reference to Exhibit 10.1 of SAVVIS, Inc.'s Current Report on Form 8-K (File No. 000-29375) filed with the Securities and Exchange Commission on May 15, 2007); Amendment No. 3 (incorporated by reference to Exhibit 10.3 of SAVVIS, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (File No. 000-29375) filed with the Securities and Exchange Commission on July 31,
		2007); Amendment No. 4 (incorporated by reference to Exhibit 10.2 of SAVVIS, Inc.'s Current Report on Form 8-K (File No. 000-29375) filed with the Securities and Exchange Commission on May 22, 2009); and Amendment No. 5 (incorporated by reference to Exhibit 10.2 of SAVVIS, Inc.'s Current Report on Form 8-K (File No. 000-29375) filed with the Securities and Exchange Commission on May 22, 2009).
12*	Ratio of Earnings to Fixed Charges
31.1*	Certification of the Chief Executive Officer of CenturyLink, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer of CenturyLink, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



Exhibit Number	Description
32*	Certification of the Chief Executive Officer and Chief Financial Officer of CenturyLink, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Financial statements from the Quarterly Report on Form 10-Q of CenturyLink, Inc. for the period ended ~~June 30, 2014,~~March 31, 2015, formatted in XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity and (vi) the Notes to Consolidated Financial Statements.



*		Exhibit filed herewith.


Note:		Our Corporate Governance Guidelines and Charters of our Board of Director Committees are located on our website at www.centurylink.com.

7170

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on ~~August 7, 2014~~May 6, 2015.



	CENTURYLINK, INC.
	By:	/s/ DAVID D. COLE
	By:	David D. Cole Executive Vice President, Controller and Operations Support (Chief Accounting Officer)

7271



Three Months Ended June 30, 2014	(Decrease) Increase in Net Income			Affected Line Item in Consolidated Statement of Operations or Footnote Where Additional Information is Presented If The Amount is not Recognized in Net Income in Total
	(Dollars in millions)
Amortization of pension & post-retirement plans
Net actuarial loss	$	(5	)	See Note 4-Employee Benefits
Prior service cost	(8		)	See Note 4-Employee Benefits
Total before tax	(13		)
Income tax expense (benefit)	5			Income tax expense
Net of tax	$	(8	)



Three Months Ended June 30, 2013	(Decrease) Increase in Net Income			Affected Line Item in Consolidated Statement of Operations or Footnote Where Additional Information is Presented If The Amount is not Recognized in Net Income in Total
	(Dollars in millions)
Amortization of pension & post-retirement plans
Net actuarial loss	$	(21	)	See Note 4-Employee Benefits
Prior service cost	(1		)	See Note 4-Employee Benefits
Total before tax	(22		)
Income tax expense (benefit)	10			Income tax expense
Insignificant items	(1		)
Net of tax	$	(13	)



Six Months Ended June 30, 2013	(Decrease) Increase in Net Income			Affected Line Item in Consolidated Statement of Operations or Footnote Where Additional Information is Presented If The Amount is not Recognized in Net Income in Total
	(Dollars in millions)
Amortization of pension & post-retirement plans
Net actuarial loss	$	(42	)	See Note 4-Employee Benefits
Prior service cost	(2		)	See Note 4-Employee Benefits
Total before tax	(44		)
Income tax expense (benefit)	18			Income tax expense
Insignificant items	(1		)
Net of tax	$	(27	)



	Wholesale Segment
	Three Months Ended June 30,					Increase / (Decrease)		% Change
	2014			2013		Increase / (Decrease)		% Change
	(Dollars in millions)
Segment revenues:
Strategic services	$	568		571		(3	)	(1	)%
Legacy services	298			339		(41	)	(12	)%
Total revenues	866			910		(44	)	(5	)%
Segment expenses:
Direct	46			50		(4	)	(8	)%
Allocated	237			251		(14	)	(6	)%
Total expenses	283			301		(18	)	(6	)%
Segment income	$	583		609		(26	)	(4	)%
Segment margin percentage	67		%	67	%



	Hosting Segment
	Three Months Ended June 30,					Increase / (Decrease)	% Change
	2014			2013		Increase / (Decrease)	% Change
	(Dollars in millions)
Segment revenues	$	358		347		11	3	%
Segment expenses	264			254		10	4	%
Segment income	$	94		93		1	1	%
Segment margin percentage	26		%	27	%