LUMN 10-Q Quarterly Report Sept. 30, 2017 | Alphaminr
Lumen Technologies, Inc.
ALPHAMINR

LUMN 10-Q Quarter ended Sept. 30, 2017

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LUMEN TECHNOLOGIES, INC.
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TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationPart IIItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits

Exhibits

2.1 Agreement and Plan of Merger, dated as of October 31, 2016, by and among CenturyLink, Inc., Level 3 Communications, Inc., Wildcat Merger Sub 1 LLC and WWG Merger Sub LLC (incorporated by reference to Exhibit2.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on November 3, 2016). 3.1 Amended and Restated Articles of Incorporation of CenturyLink,Inc., as amended through May23, 2012 (incorporated by reference to Exhibit3.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on May30, 2012). 3.2 Bylaws of CenturyLink,Inc., as amended and restated through August 24, 2017 (incorporated by reference to Exhibit3.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on August 24, 2017). 4.1 Form of common stock certificate (incorporated by reference to Exhibit4.10 of CenturyLink,Inc.'s Registration Statement on FormS-3 filed with the Securities and Exchange Commission on March2, 2012 (Registration No.333-179888)). a. Credit Agreement, dated as of June 19, 2017, by and among CenturyLink Escrow, LLC and the lenders and agents named therein (incorporated by reference to Exhibit10.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on June 20, 2017). a. Amended and Restated Credit Agreement, dated as of April6, 2012, by and among CenturyLink,Inc. and the lenders and agents named therein (incorporated by reference to Exhibit4.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on April11, 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 April6, 2012, by and among the original guarantors named therein (incorporated by reference to Exhibit4.2 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on April11, 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). a. Credit Agreement, dated as of April18, 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 Exhibit4.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on April20, 2012),as amended by the amendment dated as of March 13, 2015, (incorporated by reference to Exhibit 4.3(a) of CenturyLink's Quarterly Report on Form 10-Q for the period ended March 31, 2015 (File No. 001-07784) filed with the Securities and Exchange Commission on May 6, 2015). b. Guarantee Agreement, dated as of April18, 2012, by and among the original guarantors named therein (incorporated by reference to Exhibit4.2 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on April20, 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, (incorporated by reference to Exhibit 4.3(b) of CenturyLink's Quarterly Report on Form 10-Q for the period ended March 31, 2015 (File No. 001-07784) filed with the Securities and Exchange Commission on May 6, 2015). b. Fifth Supplemental Indenture, dated as of September21, 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, SeriesP, due 2039 and 6.15% Senior Notes, SeriesQ, due 2019 (incorporated by reference to Exhibit4.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on September22, 2009). (i). Form of 7.60% Senior Notes, SeriesP, due 2039 and 6.15% Senior Notes, SeriesQ, due 2019 (incorporated by reference to ExhibitA to Exhibit4.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on September22, 2009). c. Sixth Supplemental Indenture, dated as of June16, 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, SeriesR, due 2017 and 6.45% Senior Notes, SeriesS, due 2021 (incorporated by reference to Exhibit4.2 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on June16, 2011). (i). Form of 5.15% Senior Notes, SeriesR, due 2017 and 6.45% Senior Notes, SeriesS, due 2021 (incorporated by reference to ExhibitA to Exhibit4.2 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on June16, 2011). d. Seventh Supplemental Indenture, dated as of March12, 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, SeriesT, due 2022 and 7.65% Senior Notes, SeriesU, due 2042 (incorporated by reference to Exhibit4.1 of CenturyLink's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on March12, 2012). (i). Form of 5.80% Senior Notes, SeriesT, due 2022 and 7.65% Senior Notes, SeriesU, due 2042 (incorporated by reference to ExhibitA to Exhibit4.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on March12, 2012). e. Eighth Supplemental Indenture, dated as of March21, 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, SeriesV, due 2020 (incorporated by reference to Exhibit4.1 of CenturyLink's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on March21, 2013). (i). Form of 5.625% Senior Notes, SeriesV, due 2020 (incorporated by reference to ExhibitA to Exhibit4.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on March21, 2013). f. 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, SeriesW, due 2023 (incorporated by reference to Exhibit4.1 of CenturyLink's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on November 27, 2013). (i). Form of 6.75% Senior Notes, SeriesW, due 2023 (incorporated by reference to ExhibitA to Exhibit4.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on November 27, 2013). g. 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, SeriesX, due 2025 (incorporated by reference to Exhibit4.2 of CenturyLink's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on March 19, 2015). (i). Form of 5.625% Senior Notes, SeriesX, due 2025 (incorporated by reference to ExhibitA to Exhibit4.2 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on March 19, 2015). h. Eleventh Supplemental Indenture, dated as of April 6, 2016, by and between CenturyLink,Inc. and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 7.5% Senior Notes, SeriesY, due 2024 (incorporated by reference to Exhibit4.2 of CenturyLink's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on April 6, 2016). (i). Form of 7.5% Senior Notes, SeriesY, due 2024 (incorporated by reference to ExhibitA to Exhibit4.2 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on April 6, 2016). a. Indenture, dated as of April15, 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 Exhibit4.2 of Qwest Corporation's annual report on Form10-K for the year ended December31, 2002 (File No.001-03040) filed with the Securities and Exchange Commission on January13, 2004). (i). First Supplemental Indenture, dated as of April16, 1991, by and between USWEST Communications,Inc. (currently named Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit4.3 of Qwest Corporation's annual report on Form10-K for the year ended December31, 2002 (File No.001-03040) filed with the Securities and Exchange Commission on January13, 2004). b. Indenture, dated as of April15, 1990, by and between Northwestern Bell Telephone Company (predecessor to Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit4.5(b) of CenturyLink,Inc.'s Quarterly Report on Form10-Q for the period ended March31, 2012 (File No.001-07784) filed with the Securities and Exchange Commission on May10, 2012). (i). First Supplemental Indenture, dated as of April16, 1991, by and between USWEST Communications,Inc. (currently named Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit4.3 of Qwest Corporation's annual report on Form10-K for the year ended December31, 2002 (File No.001-03040) filed with the Securities and Exchange Commission on January13, 2004). (i). Eighth Supplemental Indenture, dated as of September21, 2011, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit4.9 of Qwest Corporation's Form8-A (File No.001-03040) filed with the Securities and Exchange Commission on September20, 2011). (ii). Ninth Supplemental Indenture, dated as of October4, 2011, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit4.1 of Qwest Corporation's Current Report on Form8-K (File No.001-03040) filed with the Securities and Exchange Commission on October4, 2011). (iii). Tenth Supplemental Indenture, dated as of April2, 2012, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.11 of Qwest Corporation's Form8-A (File No.001-03040) filed with the Securities and Exchange Commission on March30, 2012). (iv). Eleventh Supplemental Indenture, dated as of June25, 2012, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit4.12 of Qwest Corporation's Form8-A (File No.001-03040) filed with the Securities and Exchange Commission on June22, 2012). (v). Twelfth Supplemental Indenture, dated as of May23, 2013, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.13 of Qwest Corporation's Form8-A (File No.001-03040) filed with the Securities and Exchange Commission on May22, 2013). (vi). 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 Form8-A (File No.001-03040) filed with the Securities and Exchange Commission on September 26, 2014). (vii). Fourteenth Supplemental Indenture, dated as of September 21, 2015, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.15 of Qwest Corporation's Form8-A (File No.001-03040) filed with the Securities and Exchange Commission on September 21, 2015). (viii). Fifteenth Supplemental Indenture, dated as of January 29, 2016, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.16 of Qwest Corporation's Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on January 29, 2016). (ix). Sixteenth Supplemental Indenture, dated as of August 22, 2016, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.17 of Qwest Corporation's Form 8-A (File No. 001-03040) filed with Securities and Exchange Commission on August 22, 2016). (x). Seventeenth Supplemental Indenture dated as of April 27, 2017, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.18 of Qwest Corporations Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on April 27, 2017. 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 (incorporated by reference to Exhibit 4.5 of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-03040) filed with the Securities and Exchange Commission on February 27, 2015). a. Indenture, dated as of May17, 2006, by and between Embarq Corporation and J.P. Morgan Trust Company, National Association, a national banking association, as trustee (incorporated by reference to Exhibit4.1 of Embarq Corporation's Current Report on Form8-K (File No.001-32732) filed with the Securities and Exchange Commission on May18, 2006). b. 7.995% Global Note due 2036 of Embarq Corporation (incorporated by reference to Exhibit4.4 to Embarq Corporation's annual report on Form10-K for the year ended December31, 2006 (File No.001-32372) filed with the Securities and Exchange Commission on March9, 2007). a. Indenture, dated as of November 14, 2013, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 6.125% Senior Notes due 2021 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 18, 2013). (i). Supplemental Indenture, dated as of March 14, 2014, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Communications, LLCs unconditioned, unsecured guarantee of the 6.125% Senior Notes due 2021 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on March 17, 2014). (ii). Supplemental Indenture, dated as of March 14, 2014, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 6.125% Senior Notes due 2021 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.2 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on March 17, 2014). (iii). Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of November 14, 2013, governing the 6.125% Senior notes due 2021 (incorporated by reference to Exhibit 4.7 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 28, 2016). b. Indenture, dated as of November 26, 2013, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the Floating Rate Senior Notes due 2018 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 27, 2013). (i). Supplemental Indenture, dated as of March 14, 2014, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Communications, LLCs unconditioned, unsecured guarantee of the Floating Rate Senior Notes due 2018 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.3 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on March 17, 2014). (ii). Supplemental Indenture, dated as of March 14, 2014, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the Floating Rate Senior Notes due 2018 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.4 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on March 17, 2014). c. Indenture, dated as of August 12, 2014, by and between Level 3 Escrow II, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.375% Senior Notes due 2022 of Level 3 Escrow II, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on August 14, 2014). (i). Securities Assumption Supplemental Indenture, dated as of October 31, 2014, by and between Level 3 Escrow II, Inc., Level 3 Financing, Inc., Level 3 Communications, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Financing, Inc.s unconditional assumption of all of Level 3 Escrow II, Inc.s obligations under the 5.375% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 5, 2014). (ii). Supplemental Indenture, dated as of October 31, 2013, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.375% Senior Notes due 2022 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.3 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 5, 2014). (iii). Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of August 12, 2014, governing the 5.375% Senior Notes due 2022 (incorporated by reference to Exhibit 4.6 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 28, 2016). d. Indenture, dated as of December 1, 2014, by and between Level 3 Communications, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.75% Senior Notes due 2022 of Level 3 Communications, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on December 2, 2014). (i). Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., and The Bank of New York Mellon Trust Company, N.A., amending the Indenture dated as of December 1, 2014, governing the 5.75% Senior Notes due 2022 (incorporated by reference to Exhibit 4.8 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 28, 2016). e. Indenture, dated as of January 29, 2015, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.625% Senior Notes due 2023 of Level Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on January 30, 2015). (i). Supplemental Indenture, dated as of June 3, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Communications, LLCs unconditioned, unsecured guarantee of the 5.625% Senior Notes due 2023 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on June 4, 2015). (ii). Supplemental Indenture, dated as of June 3, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.625% Senior Notes due 2023 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.2 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on June 4, 2015). (iii). Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of January 29, 2015 governing the 5.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.5 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 28, 2016). f. Indenture, dated as of April 28, 2015, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.125% Senior Notes due 2023 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on April 30, 2015). (i). Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Communications, LLCs unconditioned, unsecured guarantee of the 5.125% Senior Notes due 2023 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on September 2, 2015). (ii). Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.125% Senior Notes due 2023 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.3 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on September 2, 2015). (iii). Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of April 28, 2015 governing the 5.125% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 28, 2016). g. Indenture, dated as of April 28, 2015, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.375% Senior Notes due 2025 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.2 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on April 30, 2015). (i). Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Communications, LLCs unconditioned, unsecured guarantee of the 5.375% Senior Notes due 2025 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.2 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on September 2, 2015). (ii). Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.375% Senior Notes due 2025 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.4 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on September 2, 2015). (iii). Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of April 28, 2015 governing the 5.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.4 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 28, 2016). h. Indenture, dated as of November 13, 2015, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.375% Senior Notes due 2024 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 13, 2015). (i). Supplemental Indenture, dated as of February 8, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Communications, LLCs unconditioned, unsecured guarantee of the 5.375% Senior Notes due 2024 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on February 8, 2016). (ii). Supplemental Indenture, dated as of February 8, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.375% Senior Notes due 2024 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.2 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on February 8, 2016). (iii). Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of November 13, 2015 governing the 5.375% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 28, 2016). i. Indenture, dated as of March 22, 2016, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.25% Senior Notes due 2026 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on March 22, 2016). (i). Supplemental Indenture, dated as of September 16, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Communications, LLCs unconditioned, unsecured guarantee of the 5.25% Senior Notes due 2026 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 to Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on September 16, 2016). (ii). Supplemental Indenture, dated as of September 16, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.25% Senior Notes due 2026 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.2 to Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on September 16, 2016). (iii). Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of March 22, 2016 governing the 5.25% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on November 28, 2016). j. Twelfth Amendment Agreement to the Amended and Restated Credit Agreement, dated as of February 22, 2017, by and between Level 3 Communications, Inc., Level 3 Financing, Inc., the Lenders party thereto and Merrill Lynch Capital Corporation (incorporated by reference to Exhibit 10.1 of Level 3 Communications, Inc.s Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on February 27, 2017). a. Revolving Promissory Note, dated as of April2, 2012 pursuant to which Embarq Corporation may borrow from an affiliate of CenturyLink,Inc. up to $2.5billion on a revolving basis (incorporated by reference to Exhibit4.7(a) of CenturyLink,Inc.'s Quarterly Report on Form10-Q for the period ended June30, 2012 (File No.001-07784) filed with the Securities and Exchange Commission on August9, 2012),as amended and restated by the Amended and Restated Revolving Promissory Note, dated as of September 30, 2017, by and between Embarq Corporation and an affiliate of CenturyLink, Inc.* b. Revolving Promissory Note, dated as of April18, 2012, pursuant to which Qwest Corporation may borrow from an affiliate of CenturyLink,Inc. up to $1.0billion on a revolving basis (incorporated by reference to Exhibit4.7(b) of CenturyLink,Inc.'s Quarterly Report on Form10-Q for the period ended June30, 2012 (File No.001-07784) filed with the Securities and Exchange Commission on August 9, 2012),as amended and restated by the Amended and Restated Revolving Promissory Note, dated as of September 30, 2017, by and between Qwest Corporation and an affiliate of CenturyLink, Inc.* c. Revolving Promissory Note, dated as of September27, 2012, pursuant to which Qwest Communications International,Inc. may borrow from an affiliate of CenturyLink,Inc. up to $3.0billion on a revolving basis (incorporated by reference to Exhibit4.8 of Qwest Communications International Inc.'s Quarterly Report on Form10-Q for the period ended September 30, 2012 (File No.001-15577) filed with the Securities and Exchange Commission on November 13, 2012),as amended and restated by the Amended and Restated Revolving Promissory Note, dated as of September 30, 2017, by and between Qwest Communications International Inc. and an affiliate of CenturyLink, Inc.* (i). Form of Restricted Stock Agreement for non-management directors used since 2011 (incorporated by reference to Exhibit10.1(a) (ii)of CenturyLink,Inc.'s Quarterly Report on Form10-Q for the period ended June30, 2011 (File No.001-07784) filed with the Securities and Exchange Commission on August9, 2011). (ii). Form of Restricted Stock Agreement for executive officers used for annual recurring grants since May 2013 (incorporated by reference to Exhibit10.2(i) (iii)of CenturyLink,Inc.'s Quarterly Report on Form10-Q for the period ended June30, 2013 (File No.001-07784) filed with the Securities and Exchange Commission on August8, 2013). (iii). Form of Restricted Stock Agreement for special retention award grants made to certain executive officers on June 1, 2017 (incorporated by reference to Exhibit 10.1(iii) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2017 (File No. 001-07784) filed with the Securities and Exchange Commission on August 8, 2017). (iv). Form of Restricted Stock Agreement for special integration award grants made to certain executive officers on June 1, 2017 (incorporated by reference to Exhibit 10.1(iv) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2017 (File No. 001-07784) filed with the Securities and Exchange Commission on August 8, 2017). 10.3 Supplemental Dollars& Sense Plan, 2008 Restatement, effective January1, 2008, (incorporated by reference to Exhibit10.3(c) of CenturyLink,Inc.'s annual report on Form10-K for the year ended December31, 2007 (File No.001-07784) filed with the Securities and Exchange Commission on February29, 2008)and amendment thereto dated as of November20, 2008 (incorporated by reference to Exhibit10.3(c) of CenturyLink,Inc.'s annual report on Form10-K for the year ended December31, 2008 (File No.001-07784) filed with the Securities and Exchange Commission on February27, 2009)and amendment thereto dated as of December27, 2010 (incorporated by reference to Exhibit10.4 of CenturyLink,Inc.'s annual report on Form10-K for the year ended December31, 2010 (File No.001-07784) filed with the Securities and Exchange Commission on March1, 2011). 10.4 Supplemental Defined Benefit Pension Plan, effective as of January1, 2012 (incorporated by reference to Exhibit10.5 of CenturyLink,Inc.'s annual report on Form10-K for the year ended December31, 2011 (File No.001-07784) filed with the Securities and Exchange Commission on February28, 2012). 10.7 Form of Indemnification Agreement entered into between CenturyLink,Inc. and each of its directors as of February 24, 2016 (incorporated by reference to Exhibit10.1 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on February 29, 2016). 10.8 Form of Indemnification Agreement entered into between CenturyLink,Inc. and each of its officers as of February 24, 2016 (incorporated by reference to Exhibit10.2 of CenturyLink,Inc.'s Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on February 29, 2016). 10.9 Change of Control Agreement, effective January1, 2011, by and between Glen F. Post, III and CenturyLink,Inc. (incorporated by reference to Exhibit10.11 of CenturyLink,Inc.'s annual report on Form10-K for the year ended December31, 2010 (File No.001-07784) filed with the Securities and Exchange Commission on March1, 2011). 10.10 Form of Change of Control Agreement, effective January1, 2011 between CenturyLink,Inc. and each of its other executive officers (incorporated by reference to Exhibit10.12 of CenturyLink,Inc.'s annual report on Form10-K for the year ended December31, 2010 (File No.001-07784) filed with the Securities and Exchange Commission on March1, 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 April3, 2008 (incorporated by reference to Exhibit10.4 of CenturyLink,Inc.'s Quarterly Report on Form10-Q for the period ended March31, 2008 (File No.001-07784) filed with the Securities and Exchange Commission on May7, 2008)and First Amendment thereto (incorporated by reference to Exhibit10.13 of CenturyLink, Inc.'s Quarterly Report on Form10-Q for the period ended September30, 2010 (File No.001-07784) filed with the Securities and Exchange Commission on November5, 2010). 10.13 Form of integration award grant letter, dated June 1, 2017, entered into between CenturyLink, Inc. and certain officers (incorporated by reference to Exhibit 10.1 of CenturyLink, Inc.s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on June 1, 2017). 10.14 Offer letter between CenturyLink, Inc. and Jeffrey K. Storey, effective April 27, 2017 (incorporated by reference to Exhibit 10.1 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on November 1, 2017). 10.15 Offer letter between CenturyLink, Inc. and Sunit S. Patel, effective June 1, 2017 (incorporated by reference to Exhibit 10.2 of CenturyLink, Inc.'s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on November 1, 2017). a. Embarq Corporation 2006 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit99.1 of the Registration Statement on FormS-8 filed by CenturyLink,Inc. (File No.001-07784) filed with the Securities and Exchange Commission on July1, 2009). b. Form of 2007 Award Agreement for executive officers of Embarq Corporation (incorporated by reference to Exhibit10.1 of Embarq Corporation's Current Report on Form8-K (File No.001-32372) filed with the Securities and Exchange Commission on February27, 2007). c. Form of Stock Option Award Agreement (incorporated by reference to Exhibit10.3 of Embarq Corporation's Current Report on Form8-K (File No.001-32372) filed with the Securities and Exchange Commission on March4, 2008). d. Embarq Supplemental Executive Retirement Plan, as amended and restated as of January1, 2009 (incorporated by reference to Exhibit10.27 of Embarq Corporation's annual report on Form10-K for the year ended December31, 2008 (File No.001-32372) filed with the Securities and Exchange Commission on February13, 2009),amendment thereto dated as of December27, 2010 (incorporated by reference to Exhibit10.14(o) of CenturyLink,Inc.'s annual report on Form10-K for the year ended December31, 2010 (File No.001-07784) filed with the Securities and Exchange Commission on March1, 2011)and second amendment thereto as of dated as of November15, 2011 (incorporated by reference to Exhibit10.14(k) of CenturyLink,Inc.'s annual report on Form10-K for the year ended December31, 2011 (File No.001-07784) filed with the Securities and Exchange Commission on February28, 2012). e. Equity Incentive Plan, as amended and restated (incorporated by reference to AnnexA of Qwest Communications InternationalInc.'s Proxy Statement for the 2007 Annual Meeting of Stockholders (File No.001-15577) filed with the Securities and Exchange Commission on March29, 2007). f. Forms of restricted stock, performance share and option agreements used under Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit10.2 of Qwest Communications InternationalInc.'s Current Report on Form8-K (File No.001-15577) filed with the Securities and Exchange Commission on October24, 2005;Exhibit10.2 of Qwest Communication InternationalInc.'s annual report on Form10-K for the year ended December31, 2005 (File No.001-15577) filed with the Securities and Exchange Commission on February16, 2006;Exhibit10.2 of Qwest Communication InternationalInc.'s Quarterly Report on Form10-Q for the period ended March31, 2006 (File No.001-15577) filed with the Securities and Exchange Commission on May3, 2006;Exhibit10.2 of Qwest Communication InternationalInc.'s annual report on Form10-K for the year ended December31, 2006 (File No.001-15577) filed with the Securities and Exchange Commission on February8, 2007;Exhibit10.3 of Qwest Communication InternationalInc.'s Current Report on Form8-K (File No.001-15577) filed with the Securities and Exchange Commission on September15, 2008;Exhibit10.2 of Qwest Communication InternationalInc.'s Quarterly Report on Form10-Q for the period ended March31, 2009 (File No.001-15577) filed with the Securities and Exchange Commission on April30, 2009;and Exhibit10.2 of Qwest Communication InternationalInc.'s annual report on Form10-K for the year ended December31, 2010 (File No.001-15577) filed with the Securities and Exchange Commission on February15, 2011). g. Deferred Compensation Plan for Nonemployee Directors, as amended and restated, Amendment to Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit10.2 of Qwest Communications InternationalInc.'s Current Report on Form8-K (File No.001-15577) filed with the Securities and Exchange Commission on December16, 2005and Exhibit10.8 to Qwest Communication InternationalInc.'s Quarterly Report on Form10-Q for the period ended September30, 2008 (File No.001-15577) filed with the Securities and Exchange Commission on October29, 2008)and Amendment No.2011-1 to Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit10.15(c) of CenturyLink,Inc.'s annual report for the year ended December31, 2011 (File No.001-07784) filed with the Securities and Exchange Commission on February28, 2012). h. Qwest Nonqualified Pension Plan (incorporated by reference to Exhibit10.9 of Qwest Communications InternationalInc.'s annual report on Form10-K for the year ended December31, 2009 (File No.001-15577) filed with the Securities and Exchange Commission on February16, 2010). i. SAVVIS,Inc. Amended and Restated 2003 Incentive Compensation Plan (incorporated by reference to Exhibit10.4 of SAVVIS,Inc.'s Quarterly Report on Form10-Q for the period ended March31, 2006 (File No.000-29375) filed with the Securities and Exchange Commission on May5, 2006),as amended by Amendment No.1 (incorporated by reference to Exhibit10.6 of SAVVIS,Inc.'s annual report on Form10-K for the year ended December31, 2006 (File No.000-29375) filed with the Securities and Exchange Commission on February26, 2007);Amendment No.2 (incorporated by reference to Exhibit10.1 of SAVVIS,Inc.'s Current Report on Form8-K (File No.000-29375) filed with the Securities and Exchange Commission on May15, 2007);Amendment No.3 (incorporated by reference to Exhibit10.3 of SAVVIS,Inc.'s Quarterly Report on Form10-Q for the period ended June30, 2007 (File No.000-29375) filed with the Securities and Exchange Commission on July31, 2007;Amendment No. 4 (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 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). j. Level 3 Communications, Inc. Stock Incentive Plan, as amended and restated through October 31, 2017 (incorporated by reference to Exhibit 10.3 of CenturyLink, Inc.s Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on November 1, 2017) 12* Ratio of Earnings to Fixed Charges 31.1* Certification of the Chief Executive Officer of CenturyLink,Inc. pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer of CenturyLink,Inc. pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32* Certification of the Chief Executive Officer and Chief Financial Officer of CenturyLink,Inc. pursuant to Section906 of the Sarbanes-Oxley Act of 2002.