EX-25.1 10 d308496dex251.htm STMT OF ELIGIBILITY OF TRUSTEE FORM T-1 CENTURYLINK SR. DEBT SECURITIES INDEN

Exhibit 25.1

to Registration Statement

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

REGIONS BANK

(Exact name of trustee as specified in its charter)

Alabama |  | 63-0371319
(Jurisdiction of incorporation of organization if not a U.S. national bank) |  | (I.R.S. Employer Identification No.)
1900 Fifth Avenue North, Birmingham, Alabama |  | 35203
(Address of principal executive offices) |  | (Zip code)

Matthew Stephens

Regions Bank, Corporate Trust Services

II City Plaza

400 Convention Street, 3rd Floor

Baton Rouge, Louisiana 70802

(225) 388-2682

(Name, address and telephone number of agent for service)

CENTURYLINK, INC.

(Exact name of obligor as specified in its charter)

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

Senior Debt Securities

(Title of the indenture securities)

Item 1. | General Information. Furnish the following information as to the trustee:

| (a) | Name and address of each examining or supervising authority to which it is subject.

Federal Reserve Bank of Atlanta, 1000 Peachtree Street NE, Atlanta, Georgia 30309 Alabama State Banking Department, 401 Adams Ave., Montgomery, Alabama 36104

| (b) | Whether it is authorized to exercise corporate trust powers.

Yes, the trustee is authorized to exercise corporate trust powers.

Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 16. | List of Exhibits.

Exhibit 1(a). |  | Restated Articles of Incorporation of the Trustee (incorporated by reference to Exhibit 1 to Form T-1 (Registration No. 22-21909).
Exhibit 1(b) |  | Articles of Amendment to Restated Articles of Incorporation of the Trustee. (incorporated by reference to Exhibit 1(b) to Form T-1, filed in connection with the Current Report on Form 8-K of BellSouth Telecommunications, Inc. dated October 9, 1997).
Exhibit 1(c) |  | Articles of Amendment to Restated Articles of Incorporation of the Trustee (incorporated by reference to Exhibit 1(c) to Form T-1, filed as Exhibit 25 to the Form S-3/A of BellSouth Telecommunications, Inc. filed with the Commission on August 17, 2004).
Exhibit 2. |  | Not applicable.
Exhibit 3. |  | Authorization of the Trustee to exercise corporate trust powers (incorporated by reference to Exhibit 3 to Form T-1, Registration No. 22-21909).
Exhibit 4. |  | Bylaws of the Trustee (incorporated by reference to Exhibit 4 to Form T-1, Registration No. 33-60351).
Exhibit 6. |  | The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7. |  | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Regions Bank, a banking corporation, organized and existing under the laws of Alabama, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Baton Rouge, State of Louisiana.

REGIONS BANK
By: |  |
|  | /s/ Matthew Stephens
|  | Name: Matthew Stephens Title: Corporate Trust Officer

Exhibit 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the proposed issue of senior debt securities by CenturyTel, Inc., we hereby consent that reports of examination by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

REGIONS BANK
By: |  |
|  | /s/ Matthew Stephens
|  | Name: Matthew Stephens Title: Corporate Trust Officer

Exhibit 7

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

|  |  |  |  | December 31 |  |  |  |
|  |  |  |  |  |  | 2011 |  |  |  |  |  |  |  | 2010 |
|  |  |  |  |  |  | (In millions, except share data) |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ |  |  |  |  | 2,132 |  |  | $ |  |  |  |  | 1,643 |
Interest-bearing deposits in other banks |  |  |  |  |  |  | 4,913 |  |  |  |  |  |  |  | 4,880 |
Federal funds sold and securities purchased under agreements to resell |  |  |  |  |  |  | 200 |  |  |  |  |  |  |  | 396 |
Trading account assets |  |  |  |  |  |  | 1,266 |  |  |  |  |  |  |  | 1,116 |
Securities available for sale |  |  |  |  |  |  | 24,471 |  |  |  |  |  |  |  | 23,289 |
Securities held to maturity (estimated fair value of $17 and $26, respectively) |  |  |  |  |  |  | 16 |  |  |  |  |  |  |  | 24 |
Loans held for sale (includes $844 and $1,174 measured at fair value, respectively) |  |  |  |  |  |  | 1,193 |  |  |  |  |  |  |  | 1,485 |
Loans, net of unearned income |  |  |  |  |  |  | 77,594 |  |  |  |  |  |  |  | 82,864 |
Allowance for loan losses |  |  |  |  |  |  | (2,745 | ) |  |  |  |  |  |  | (3,185 | )
Net loans |  |  |  |  |  |  | 74,849 |  |  |  |  |  |  |  | 79,679 |
Other interest-earning assets |  |  |  |  |  |  | 1,085 |  |  |  |  |  |  |  | 1,219 |
Premises and equipment, net |  |  |  |  |  |  | 2,375 |  |  |  |  |  |  |  | 2,569 |
Interest receivable |  |  |  |  |  |  | 361 |  |  |  |  |  |  |  | 421 |
Goodwill |  |  |  |  |  |  | 4,816 |  |  |  |  |  |  |  | 5,561 |
Mortgage servicing rights |  |  |  |  |  |  | 182 |  |  |  |  |  |  |  | 267 |
Other identifiable intangible assets |  |  |  |  |  |  | 449 |  |  |  |  |  |  |  | 385 |
Other assets |  |  |  |  |  |  | 8,742 |  |  |  |  |  |  |  | 9,417 |
Total assets |  | $ |  |  |  |  | 127,050 |  |  | $ |  |  |  |  | 132,351 |
Liabilities and Stockholders Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Non-interest-bearing |  | $ |  |  |  |  | 28,266 |  |  | $ |  |  |  |  | 25,733 |
Interest-bearing |  |  |  |  |  |  | 67,361 |  |  |  |  |  |  |  | 68,881 |
Total deposits |  |  |  |  |  |  | 95,627 |  |  |  |  |  |  |  | 94,614 |
Borrowed funds: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Short-term borrowings: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Federal funds purchased and securities sold under agreements to repurchase |  |  |  |  |  |  | 2,333 |  |  |  |  |  |  |  | 2,716 |
Other short-term borrowings |  |  |  |  |  |  | 734 |  |  |  |  |  |  |  | 1,221 |
Total short-term borrowings |  |  |  |  |  |  | 3,067 |  |  |  |  |  |  |  | 3,937 |
Long-term borrowings |  |  |  |  |  |  | 8,110 |  |  |  |  |  |  |  | 13,190 |
Total borrowed funds |  |  |  |  |  |  | 11,177 |  |  |  |  |  |  |  | 17,127 |
Other liabilities |  |  |  |  |  |  | 3,747 |  |  |  |  |  |  |  | 3,876 |
Total liabilities |  |  |  |  |  |  | 110,551 |  |  |  |  |  |  |  | 115,617 |
Stockholders equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock, authorized 10 million shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series A, cumulative perpetual participating, par value $1.00 (liquidation preference |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$1,000.00) per share, net of discount; |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Issued 3,500,000 shares |  |  |  |  |  |  | 3,419 |  |  |  |  |  |  |  | 3,380 |
Common stock, par value $.01 per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Authorized 3 billion shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Issued including treasury stock 1,301,230,838 and 1,299,000,755 shares, respectively |  |  |  |  |  |  | 13 |  |  |  |  |  |  |  | 13 |
Additional paid-in capital |  |  |  |  |  |  | 19,060 |  |  |  |  |  |  |  | 19,050 |
Retained earnings (deficit) |  |  |  |  |  |  | (4,527 | ) |  |  |  |  |  |  | (4,047 | )
Treasury stock, at cost 42,414,444 and 42,764,258 shares, respectively |  |  |  |  |  |  | (1,397 | ) |  |  |  |  |  |  | (1,402 | )
Accumulated other comprehensive income (loss), net |  |  |  |  |  |  | (69 | ) |  |  |  |  |  |  | (260 | )
Total stockholders equity |  |  |  |  |  |  | 16,499 |  |  |  |  |  |  |  | 16,734 |
Total liabilities and stockholders equity |  | $ |  |  |  |  | 127,050 |  |  | $ |  |  |  |  | 132,351 |