On June 22, 2017, CenturyLink, Inc. (CenturyLink) issued a press
release announcing additional appointments of senior leadership
team members who are expected to report to Jeff Storey, recently
named president and chief operating officer of CenturyLink, in each
case effective upon the consummation of CenturyLink’s pending
acquisition of Level 3 Communications, Inc. (“Level 3”). For
additional information on these additional senior leadership
appointments, please see (i) a copy of the press release, which is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference, (ii) CenturyLink’s proxy statement on Schedule 14A
filed with the U.S Securities and Exchange Commission (the “SEC”)
on April 13, 2017 and (iii) Level 3’s proxy statement on Schedule
14A filed with the SEC on April 7, 2017. For additional information
on CenturyLink’s post-acquisition senior leadership team, see
CenturyLink’s current reports on Form 8-K filed with the SEC on
April 28, 2017 and June 1, 2017.

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 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
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 3’s 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 our
above-referenced press releases and reports; the effects of
competition from a wide variety of competitive providers, including
lower demand for CenturyLink’s legacy offerings; the effects of
new, emerging or competing technologies, including those that could
make the combined company’s 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 CenturyLink’s or the combined company’s 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 company’s 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 company’s products and
services, including the combined company’s 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 company’s 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 company’s business and network
from possible equipment failures, service outages, security
breaches or similar events impacting its network; the combined
company’s 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
CenturyLink’s and Level 3’s reports filed with the SEC. Due to
these risks and uncertainties, there can be no assurance that the
proposed combination 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 Level 3
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.

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 February 13, 2017. CenturyLink and Level 3 have filed a joint
proxy statement/prospectus and will file other relevant documents
concerning the proposed transaction with the SEC. CenturyLink and
Level 3 began mailing the definitive joint proxy
statement/prospectus to their respective security holders on or
about February 13, 2017. The definitive joint proxy
statement/prospectus, dated as of February 13, 2017, contains
important information about CenturyLink, Level 3, 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 Level 3, 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 Level 3,
1025 Eldorado Boulevard, Broomfield, Colorado 80021, Attention:
Investor Relations.

The exhibit to this current report on Form 8-K is listed in the
Exhibit Index, which appears at the end of this current report
and is incorporated by reference herein.