CenturyLink, Inc. (NYSE:CTL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) Effective June1, 2017 (the Effective Date), the Human
Resources and Compensation Committee (the Committee) of
the Board of Directors (the Board) of CenturyLink, Inc.
(the Company) took the following actions: (i)granted
special restricted stock awards to certain Company officers for
retention purposes (the Retention Awards); (ii) granted
special cash and stock awards to certain Company officers (the
Integration Awards) designed to incentivize them in their
efforts to work towards both a timely and efficient consummation
of the Companys merger with Level3 Communications, Inc.
(Level3, and such event, the Closing) and a
successful post-Closing integration of the two companies; and
(iii)approved, effective upon the date of Closing (the Closing
Date), certain adjustments to total target compensation for
certain Company officers in order to better align the
compensation package of those officers with the compensation paid
by the Companys post-Closing peer group companies. These actions,
to the extent they impacted the compensation of the Companys
named executive officers (as identified in the Companys April10,
2017 proxy statement), are described in greater detail below.

Retention Awards. On the Effective Date, the Committee
granted Retention Awards to certain Company officers, including
two named executive officers Aamir Hussain and Stacey W. Goff.
The Retention Awards consist of time-based shares of restricted
stock, granted under the CenturyLink, Inc. 2011 Equity Incentive
Plan (the 2011 Plan) and an award agreement, with a grant
date value of $4.5million for each of Messrs. Hussain and Goff.

These Retention Awards will vest one-third per year over a
three-year period, provided that the officer continues to provide
services to the Company on the applicable vesting date, with
accelerated vesting upon death, disability, or termination by the
Company without Cause or by the officer with Good Reason (each as
defined in the award agreement).

Integration Awards. On the Effective Date, the Committee
granted Integration Awards to certain Company officers, including
four named executive officers Glen F. Post, III, Messrs. Hussain
and Goff, and Dean J. Douglas. The target value of the
Integration Award to each of these officers is as follows:
Mr.Post, $3million; Mr.Hussain, $600,000; Mr. Goff, $550,000; and
Mr.Douglas, $500,000. Each Incentive Award consists of two
separate grants 50% of the Integration Award represents the
target value of a cash payment (the Cash Portion) and the
remaining 50% was granted on the Effective Date as shares of
restricted stock (the Integration Shares).

The Integration Awards are intended to incentivize the
performance of certain key officers through the Closing and the
critical post-merger integration period. To that end, provided
that the officer is continuing to provide services to the
Company, his or her Cash Portion will vest on the Closing Date,
with the actual payout to the officer ranging between 80% and
120% of the Cash Portions target value, depending upon the
Committees subjective determination of the officers
integration-related performance between the Effective Date and
the Closing Date.

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Similarly, subject to the officers continued service to the
Company, the Integration Shares will vest on December15, 2018,
although the actual number of shares vesting will range between
80% and 120% of the number of shares granted, based on the
Committees subjective determination of the officers
integration-related performance. As with the Retention Awards,
the Integration Shares will be subject to the terms and
conditions of the 2011 Plan and an award agreement. In addition,
vesting will accelerate upon death, disability, or termination by
the Company without Cause or by the officer with Good Reason
(each as defined in the grant letter), with payout at target
values.

Although both the Cash Portion and the Integration Shares provide
for a range of payouts based on the officers individual
performance, these Integration Awards are not intended to qualify
as performance-based compensation for purposes of Section162(m)
of the Internal Revenue Code of 1986, as amended.

The foregoing description of the Integration Awards is qualified
in its entirety by reference to the full text of the grant
letter, the form of which is included as Exhibit 10.1 to, and is
incorporated by reference into, this current report on Form 8-K.

Adjustments to Total Target Compensation. The Committee
has also approved adjustments in total target compensation for
certain officers in order to better align their compensation with
similarly-situated executives at the Companys post-Closing peer
companies. Two of the Companys named executive officers Messrs.
Hussain and Goff received such adjustments. Effective as of the
Closing Date, each of Messrs. Hussain and Goff are scheduled to
earn a base salary of $600,000 and each will be eligible to earn
a target annual cash incentive award of 120% of salary. In
addition, with respect to long-term incentive awards, which are
typically granted by the Committee in February of each year,
Mr.Hussains target annual long-term incentive will be $2.7million
while Mr.Goffs will be $2million.

On June1, 2017, the Company issued a press release announcing the
details of its CEO succession plan. The press release is filed as
Exhibit 99.1 to, and incorporated by reference into, this current
report on Form 8-K.

Forward Looking Statements

Except for the historical and factual information contained
herein, the matters set forth in this communication, including
statements regarding the expected timing and benefits of the
proposed transaction, such as efficiencies, cost savings,
enhanced revenues, growth potential, market profile and financial
strength, and the competitive ability and position of the
combined company, and other statements identified by words such
as will, estimates, anticipates, believes, expects, projects,
plans, intends, may, should, could, seeks and similar
expressions, are forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject
to a number of risks, uncertainties and assumptions, many of
which are beyond our control. These forward-looking statements,
and the assumptions upon which they are based, (i)are not
guarantees of future results, (ii)are inherently speculative and
(iii) are subject

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to a number of risks and uncertainties. Actual events and
results may differ materially from those anticipated, estimated,
projected or implied 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 ability of the parties to timely and
successfully receive the required approvals for the Level3
combination from regulatory agencies free of conditions
materially adverse to the parties; the possibility that the
anticipated benefits from the proposed transaction cannot be
fully realized or may take longer to realize than expected; the
possibility that costs, difficulties or disruptions related to
the integration of Level 3s operations with those of CenturyLink
will be greater than expected; the ability of the combined
company to retain and hire key personnel, including reaching or
maintaining mutually acceptable employment arrangements with the
executives named in the accompanying press release; the effects
of competition from a wide variety of competitive providers,
including lower demand for CenturyLinks legacy offerings; the
effects of new, emerging or competing technologies, including
those that could make the combined companys products less
desirable or obsolete; the effects of ongoing changes in the
regulation of the communications industry, including the outcome
of regulatory or judicial proceedings relating to intercarrier
compensation, interconnection obligations, access charges,
universal service, broadband deployment, data protection and net
neutrality; adverse changes in CenturyLinks or the combined
companys access to credit markets on favorable terms, whether
caused by changes in its financial position, lower debt credit
ratings, unstable markets or otherwise; the combined companys
ability to effectively adjust to changes in the communications
industry, and changes in the composition of its markets and
product mix; possible changes in the demand for, or pricing of,
the combined companys products and services, including the
combined companys ability to effectively respond to increased
demand for high-speed broadband service; changes in the operating
plans, capital allocation plans or corporate strategies of the
combined company, whether based on changes in market conditions,
changes in the cash flows or financial position of the combined
company, or otherwise; the combined companys ability to
successfully maintain the quality and profitability of its
existing product and service offerings and to introduce new
offerings on a timely and cost-effective basis; the adverse
impact on the combined companys business and network from
possible equipment failures, service outages, security breaches
or similar events impacting its network; the combined companys
ability to maintain favorable relations with key business
partners, suppliers, vendors, landlords and financial
institutions; the ability of the combined company to utilize net
operating losses in amounts projected; changes in the future cash
requirements of the combined company; and other risk factors and
cautionary statements as detailed from time to time in each of
CenturyLinks and Level 3s reports filed with the U.S. Securities
and Exchange Commission (the SEC). Due to these risks and
uncertainties, there can be no assurance that the proposed
combination, the management or compensation arrangements
described above or any other transaction described above will in
fact be completed in the manner described or at all. 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 proposed
combination or the combined company. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date of this communication. Unless legally required,
CenturyLink and Level3 undertake no obligation and each expressly
disclaim any such obligation, to update publicly any
forward-looking statements, whether as a result of new
information, future events, changed events or otherwise.

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Additional Information

In connection with the proposed combination, CenturyLink
filed a registration statement on Form S-4 with the SEC
(Registration Statement No.333-215121) which was declared
effective by the SEC on February13, 2017. CenturyLink and Level3
have filed a joint proxy statement/prospectus and will file other
relevant documents concerning the proposed transaction with the
SEC. The definitive joint proxy statement/prospectus, dated as of
February13, 2017, contains important information about
CenturyLink, Level3, the proposed combination and related
matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED COMBINATION OR INCORPORATED BY REFERENCE IN THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain the definitive joint proxy
statement/prospectus and the filings that are incorporated by
reference in the definitive joint proxy statement/prospectus, as
well as other filings containing information about CenturyLink
and Level3, free of charge, at the website maintained by the SEC
at www.sec.gov. Investors and security holders may also obtain
these documents free of charge by directing a request to
CenturyLink, 100 CenturyLink Drive, Monroe, Louisiana 71203,
Attention: Corporate Secretary, or to Level3, 1025 Eldorado
Boulevard, Broomfield, Colorado 80021, Attention: Investor
Relations.

(d) The exhibits to this current report on Form 8-K are listed in the Exhibit
Index, which appears at the end of, and is incorporated by
reference into, this report.