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CONSOLIDATED SECURITIES CLASS ACTION COMPLAINT CASE 0:18-Cv-00296-MJD-KMM Document 143 Filed 06/25/18 Page 2 of 165

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CONSOLIDATED SECURITIES CLASS ACTION COMPLAINT CASE 0:18-Cv-00296-MJD-KMM Document 143 Filed 06/25/18 Page 2 of 165 CASE 0:18-cv-00296-MJD-KMM Document 143 Filed 06/25/18 Page 1 of 165 UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA IN RE: CENTURYLINK SALES MDL No. 17-2795 (MJD/KMM) PRACTICES AND SECURITIES LITIGATION This Document Relates to: Civil Action No. 18-296 (MJD/KMM) CONSOLIDATED SECURITIES CLASS ACTION COMPLAINT CASE 0:18-cv-00296-MJD-KMM Document 143 Filed 06/25/18 Page 2 of 165 TABLE OF CONTENTS I. PRELIMINARY STATEMENT .............................................................................. 2 II. JURISDICTION AND VENUE ............................................................................. 10 III. PARTIES ................................................................................................................ 11 A. Plaintiffs ...................................................................................................... 11 B. Defendants ................................................................................................... 12 IV. FACTUAL BACKGROUND AND SUBSTANTIVE ALLEGATIONS OF FRAUD ................................................................................................................... 15 A. CenturyLink Touts Revenue Growth Through Acquisitions And Its Purportedly Superior Customer Service And Marketing Practices ............. 16 1. CenturyLink Represented That It Met and Exceeded Regulators’ Customer Service Standards And That Risks Of Non-Compliance With Those Standards Were Merely Hypothetical .......................... 18 2. CenturyLink Told Investors that Its Results Were Driven By Its “Honest and Personal Service,” Superior “Customer Experience” and Strategic “Bundling” Strategy ................................................... 25 B. CenturyLink’s Revenues Were Secretly Driven By An Institutionalized Company-Wide Sales Cramming Apparatus .............................................. 28 i CASE 0:18-cv-00296-MJD-KMM Document 143 Filed 06/25/18 Page 3 of 165 1. CenturyLink’s Senior Management Imposed “Ridiculous” Sales Quotas That Could Not Be Met Without Engaging In Deception ... 30 2. CenturyLink Strictly Enforced Senior Management’s Excessive Sales Quotas By Disciplining and Terminating Employees Who Did Not Meet Them ......................................................................... 34 3. CenturyLink Managers Instructed Employees on the Deceptive Sales Pitches that Sales Representatives Would Use to Cram ......... 37 4. CenturyLink Secretly Transformed Its “Customer Service” Department Into A Sales and Revenue Retention Operation ........... 38 5. CenturyLink’s Enforcement of Unobtainable Sales Quotas Led to Rampant Cramming ......................................................................... 40 6. CenturyLink Documented Instances of Cramming and Reported Them to the Executive Defendants .................................................. 44 C. CenturyLink’s Senior Management Recognized the Unsustainability of the Company’s Boiler Room Sales Practices and Secretly Attempted to Address Them .............................................................................................. 52 D. The SEC Questions CenturyLink About Its Consumer Segment Disclosures and the Company’s Compliance With Item 303 ..................... 58 E. A CenturyLink Director Loudly Resigns, Warning that His Removal and Defendant Post’s Conduct Raised “Serious Governance, Transparency and Honesty Issues” ............................................................. 59 F. The Arizona Attorney General Investigates and Accuses CenturyLink of Fraudulent and Deceptive Conduct, Which CenturyLink “Expressly Denies” ........................................................................................................ 61 G. CenturyLink Distinguishes Its Sales and Marketing Practices as Honest and Legitimate, Criticizing Competitors for Boosting Revenues By “Adding Fees” ............................................................................................. 65 H. CenturyLink’s Cramming Practices Continue Unabated While the Minnesota Attorney General Issues A Civil Investigative Demand and A Whistleblower Urges Defendant Post to Address the Fraud ....................... 66 I. CenturyLink Continues to Falsely Deny and Downplay Reports of Sales Misconduct .................................................................................................. 69 ii CASE 0:18-cv-00296-MJD-KMM Document 143 Filed 06/25/18 Page 4 of 165 V. THE TRUTH REGARDING CENTURYLINK’S BOILER ROOM PRACTICES IS REVEALED IN A SERIES OF CORRECTIVE DISCLOSURES ..................................................................................................... 71 A. A Whistleblower Exposes CenturyLink’s Wells Fargo-Like Scheme ........ 71 B. The Minnesota Attorney General Details CenturyLink’s Fraudulent Sales Practices ............................................................................................. 75 VI. POST-CLASS PERIOD EVENTS ......................................................................... 79 VII. SCIENTER ............................................................................................................. 83 VIII. DEFENDANTS’ FALSE AND MISLEADING STATEMENTS......................... 90 A. Materially False And Misleading Statements And Omissions Concerning CenturyLink’s Business Strategies and Financial Performance ................................................................................................. 91 1. False and Misleading Statements Concerning CenturyLink’s Purported Focus on Customer “Needs” ........................................... 92 2. False And Misleading Statements Concerning CenturyLink’s Reported Revenues ........................................................................... 95 3. False And Misleading Statements Concerning CenturyLink’s Service “Bundling” Strategies .......................................................... 97 4. False And Misleading Statements Concerning CenturyLink’s Pricing and Discounting Strategies and the Demand for and Quality of CenturyLink’s Offerings ............................................... 100 B. False And Misleading Statements Covering Up Defendants’ Secret Attempt to Address the Company’s Cramming Crisis .............................. 102 1. False And Misleading Statements Concerning Defendants’ “Pivot” and Revenue Rebound Based on A Purported Shift in Strategy to Focus on High ARPU Customers ................................ 104 C. Materially False And Misleading Statements And Omissions Concerning CenturyLink’s Purported Business Integrity, Legal Compliance, and Honesty In Sales Practices ............................................ 113 D. Materially False And Misleading Statements And Omissions Concerning CenturyLink’s Regulatory Risks ........................................... 120 iii CASE 0:18-cv-00296-MJD-KMM Document 143 Filed 06/25/18 Page 5 of 165 E. False and Misleading Omissions In CenturyLink’s SEC Filings.............. 122 IX. LOSS CAUSATION ............................................................................................ 124 X. CLASS ACTION ALLEGATIONS ..................................................................... 126 XI. PRESUMPTION OF RELIANCE ....................................................................... 128 XII. NO SAFE HARBOR ............................................................................................ 130 XIII. CAUSES OF ACTION......................................................................................... 130 COUNT I FOR VIOLATIONS OF SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 PROMULGATED THEREUNDER (Against Defendants CenturyLink, Post, Ewing, Cole, Puckett and Douglas) .................................................................................. 130 COUNT II FOR VIOLATIONS OF SECTION 20(a) OF THE EXCHANGE ACT (Against Defendants Post, Ewing, Cole, Puckett, Douglas and Bailey) ..................................................................................... 135 XIV. PRAYER FOR RELIEF ....................................................................................... 139 XV. JURY DEMAND .................................................................................................. 139 iv CASE 0:18-cv-00296-MJD-KMM Document 143 Filed 06/25/18 Page 6 of 165 Lead Plaintiff the State of Oregon by and through the Oregon State Treasurer and the Oregon Public Employee Retirement Board, on behalf of the Oregon Public Employee Retirement Fund (“Oregon”) and named plaintiff Fernando Alberto Vildosola, as trustee for the AUFV Trust U/A/D 02/19/2009 (“Vildosola,” and collectively with Lead Plaintiff, “Plaintiffs”), individually and on behalf of a class of similarly situated persons and entities, by their undersigned attorneys, allege the following against CenturyLink, Inc. (“CenturyLink” or the “Company”) and the Executive Defendants (defined below), upon personal knowledge as to themselves and their own acts, and upon information and belief as to all other matters. Plaintiffs’ information and belief as to allegations concerning matters other than themselves and their own acts is based upon the investigation conducted by and through counsel, which included, among other things, the review and analysis of: (i) transcripts, press releases, news articles, and other public statements issued by or concerning CenturyLink and the Executive Defendants; (ii) research reports issued by financial analysts concerning the Company; (iii) reports and other documents filed publicly by CenturyLink with the U.S. Securities and Exchange Commission
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