2023 Annual Report and 2024 Proxy Statement

CEO Letter
Dear Lumen Shareholders

The days of traditional telecom are over.
To thrive in today’s digital economy, customers must navigate record levels of technological complexity. With
hybrid, multi-cloud, edge, and emerging technologies such as generative AI, companies demand blazing fast
network speeds, ultra-low latency, massive capacity for growing data workloads, and proximity to a seemingly
ubiquitous group of users. And they want all of it in a simplified manner.
Lumen stands alone in our commitment to deliver exactly what these companies need and deserve. Our vision is
to “cloudify” telecom by digitizing everything – from our business processes to our network – to create a family
of consumption-based services and solutions that span our network, security, and edge fabric.
For the first time, enterprises will have on demand access to the cloud with direct control of network bandwidth,
connectivity, and latency paths, powered by uncompromising reliability and redundancy. Breaking the telecom
tradition, Lumen will enable customers to design, price, and order networking and security services online with a
friction-free customer experience. They will be able to seamlessly create solutions with composable modularity
using APIs for Lumen’s portfolio of differentiated products in addition to 3rd party services from
our marketplace.
Lumen is the only company that can truly deliver on this vision because we own a world class, unparalleled fiber
network. By automating layers 1, 2, and 3, we are building the only multi-cloud networking platform that natively
integrates and delivers transport, ethernet, and IP services as a unified experience. This offers customers the
ability to build end-to-end technology solutions – inclusive of the network, security, and edge – in an inherently
digital fashion.
In 2023, in partnership with our Board of Directors, Lumen launched this bold new strategy, attracted talented
new leaders to our executive team, rolled out an award-winning culture, and established a portfolio of change
programs to drive end-to-end business transformation. We made material progress across the portfolio, while
delivering on our full year EBITDA and free cash flow guidance. We also took steps to focus the company on
our core strengths, divesting non-core businesses, simplifying our structure, and improving efficiency.
In this letter, I am delighted to share the progress we are making to pivot Lumen to growth and fulfill our
mission to ignite business growth by connecting people, data, and applications – quickly, securely,
and effortlessly.
Strengthening our Balance Sheet

In March 2024, we executed transactions that strengthened our balance sheet and extended a significant
percentage of our debt maturities to 2029 and beyond. This is an important milestone that clears the runway
for our turnaround. We reduced our debt maturities through 2027 by approximately 90%, raised new financing,
and improved our liquidity position with access to a new revolving credit facility. The transaction, executed in
challenging capital market conditions, demonstrates the confidence our creditors have in our strategy. We will
continue to make smart decisions to further strengthen our balance sheet, and with the time and capital the
transaction provides us, we can now focus on executing our business transformation.
2023 ANNUAL REPORT 2024 PROXY STATEMENT 3

CEO Letter
Executing on the Core Turnaround

Throughout 2023, we established a comprehensive plan of business improvement initiatives to stabilize and
grow our core North American business across customer segments including large and mid-market enterprise,
public sector, wholesale, and mass-markets. Our turnaround plan is focused on:
Driving commercial excellence – We have tailored our go-to-market approach by focusing on delivering
solutions that meet the unique needs and challenges of each customer segment. This has begun to yield positive
results, and we expect that we will grow in each segment at or better than the market as we move forward.
As an indication of our momentum, we added over 3,000 customers within our North America enterprise
segment last year. We saw double-digit growth in the Public Sector in the fourth quarter, and we expect it will
be the first of our customer segments to return to sustainable revenue growth.
Securing the base – While we are seeing great progress in our sales momentum from the commercial excellence
activities, we also need to secure our existing base by helping our customers disconnect from legacy platforms
and migrate to next generation solutions, driving improved renewals, installs, usage, and strengthening our
customer relationships in the process. To drive further success we are using data, analytics, and AI to improve
performance with extreme focus on unique customer scenarios to ensure maximum return on our
invested resources.
Creating a world class, digital customer experience – Superior customer experience is at the core of our plan to
return Lumen to growth. In 2023, we made significant investments in building a digital platform that simplifies
and enhances the way customers interact with us. We are already seeing the benefits of these efforts, such as
reduced order processing time and improved net promoter scores. These important key performance indicators
are leading indicators of customer satisfaction and will enhance our ability to differentiate ourselves in
the market.
Innovating for Growth

Strengthening our balance sheet and executing the turnaround on our core business are essential to position us
for the real transformation work: pivoting this company to growth by delivering disruptive innovations that help
our customers thrive in the digital economy. In 2023, we established the “Lumen Digital” team, a group of
innovators focused on our vision to cloudify our physical network.
Quickly, this team has launched several game-changing network and cloud services that demonstrate Lumen’s
ability to deliver high value innovation. Two examples include:
Lumen Internet On-Demand – our company’s flagship native network-as-a-service (NaaS) capability that allows
customers to activate their network in five minutes with up to 10 gigabytes on the #1 most peered network in
the world. Because it is integrated with our physical network, Lumen’s NaaS capability allows enterprises to be
able to create their own routing policies and allows “bring your own” net blocks with expandable space as
needed. No other NaaS provider can natively offer this valuable simplicity and flexibility.
Lumen ExaSwitch – Created in collaboration with our hyperscaler partners, this award-winning network
interconnection system is disrupting traditional connectivity architectures by providing a simple, high-capacity,
ultra-low latency way to connect enterprise-to-enterprise and enterprise-to-cloud. Lumen ExaSwitch was
recognized by Frost & Sullivan as a revolutionary approach for the network connections industry that enables
enhanced connectivity and on-demand scalability to support growing volumes of data in the cloud.
These two new services are just the beginning. The Lumen Digital team is working on a broad portfolio of
network and cloud services, inclusive of our edge fabric and security offerings. The Lumen Digital team’s mission
is to continue to partner with our customers to launch the new and innovative network and cloud services they
need to navigate the complexities of today’s technology landscape. We are excited by this incredible
opportunity to leverage our world class network and intellectual property to bring a new level of value to
our customers.
4
CEO Letter
Our Culture
Disruption is a battleground. It changes business models. It reshapes value propositions. It renames winners and
losers. It’s exciting for the underserved who have a chance to gain from new constructs. And it’s terrifying for
the incumbents who are likely to lose power and value. Understanding these emotional dynamics – and how to
manage through them – is an important part of our journey.
Lumen is playing to win. We are building leadership at every level of this company. We are building a
courageous culture that supports our operating principles of team, trust, and transparency. We are building
deeper relationships inside Lumen and across our industry ecosystem. That’s why we are training our people to
have tough conversations, to build emotional resilience, and to navigate the emotional complexities of our
business transformation.
We are seeing a return on our skills building investment with greater employee engagement, lower attrition,
and a fundamental positive shift in how we work. Additionally, we have been recognized eight times in the past
few months with various industry culture awards.
Finally, a significant part of our culture is focused on giving back to the communities we serve. I’m particularly
passionate about leveraging Lumen’s most valuable asset – our fiber network – to ensure that every person in
the United States has access to broadband. With telehealth and a rapidly digitizing education system,
broadband is quickly becoming critical infrastructure. Lumen is committed to building public-private
partnerships to ensure we do our part to ensure digital inclusion for all.
Closing
Overall, we made significant and meaningful progress in 2023, and while we have more work ahead,
I’m confident in our ability to deliver the results you expect and deserve.
As we move forward in 2024, we are optimistic about our future. We have a clear and compelling strategy, a
strong and focused execution plan, and a talented and engaged team. We are well positioned to capitalize on
the massive opportunities emerging in the digital economy, and to create long-term value for our customers
and shareholders.
On behalf of the Board of Directors and the Lumen management team, I want to thank you for your continued
support and confidence in Lumen Technologies. This was a pivotal year for our company, and we appreciate
your trust as we continue to transform Lumen and unleash the world’s digital potential.
Sincerely,
Kate Johnson
President and Chief Executive Officer

Lumen Technologies

Table of Contents
01 Overview ITEM 5C
Approval of Elimination of the Par
73
Notice of 2024 Annual 8 Value of Our Common Shares

Shareholders Meeting
About Lumen 9 04 Compensation
Proxy Voting Roadmap 14
Our Executive Officers 75
02 Governance ITEM 6 76
Advisory Vote on Executive
ITEM 1 19 Compensation – “Say-On-Pay”
Election of Directors
Compensation Discussion & Analysis 77
Board of Directors and Governance 20
Skills and Relevance to Lumen’s Strategy 20 SECTION ONE 78
Refreshment 21 Executive Summary
Recent Board Changes 21 Executive Summary 78
Our Director Nominees 22 2023 Executive Compensation Aligned with 80

Business Performance
How Our Board is Evaluated and Selected 30
Continued Leadership Transition 81
How Our Board is Organized 33
Our Compensation Best Practices 83
Board Committees 34
2023 Shareholder Engagement Highlights 84
Our Board’s Responsibilities & Engagement 38
Shareholder Engagement 39 SECTION TWO 85
Compensation Philosophy and Oversight
Director Compensation 45
Compensation Objectives and Design 85
ITEM 2 49 Our Pay Elements 89
Ratify KPMG as Our 2024
SECTION THREE 90
Independent Auditor Pay and Performance Alignment
Annual Evaluation and Selection of 49 Pay Mix 90
Independent Auditors Realized and Realizable Pay for Our NEOs 91
Audit and Other Fees 50
SECTION FOUR 92
Audit Committee Report 51
Compensation Design, Awards and
ITEM 3 53 Payouts for 2023
Approval of Our 2024 Equity Target Compensation 92
Incentive Plan Base Salary 93
2023 Short-Term Incentive Program 93
ITEM 4 62 2023 Long-Term Incentive Compensation 98
Ratify the Amendment and LTI Linkage to Performance - No Payouts Under 102
Restatement of Our NOL Rights Plan 2021 PBRS Awards
LTI Governance and Oversight 103
03 Proposals Related to Compensation Arrangements Related to

Leadership Transition
105
Reverse Stock Split Other Benefits 107
SECTION FIVE 109

ITEM 5A 65 HRCC Engagement and
Approval of a Reverse Stock Split
Compensation Governance
Role of Human Resources and 109
ITEM 5B 72 Compensation Committee
Approval of Reduction of Our Year-round Engagement Informs 110
Authorized Common Shares Compensation Design and Awards
HRCC Executive Compensation Review Process 111
Role of CEO and Management 111
6
Table of Contents
Role of Compensation Consultants 112

Role of Peer Companies 112 Forward-Looking Statements
Stock Ownership Guidelines 116 Except for historical and factual information contained herein,
matters set forth in our 2024 proxy materials (and our
Human Resources and Compensation 117 accompanying 2023 annual report) identified by words
Committee Report such as “expects,” “believes,” “will” and similar expressions
are forward-looking statements as defined by the federal
Compensation Tables 118 securities laws and are subject to the “safe harbor” protection
Summary Compensation Table 118 thereunder. These forward-looking statements are not
guarantees of future results and are based on current
Grant of Plan Based Awards 119
expectations only and are subject to uncertainties. Actual
Outstanding Equity Awards 121 events and results may differ materially from those
Stock Vesting Table 122 anticipated by us in those statements due to several factors,
including those disclosed in our other filings with the SEC.
Pension Benefits 122
We may change our intentions or plans discussed in our
Deferred Compensation 124 forward-looking statements without notice at any time and
Potential Termination Payments 124 for any reason.
CEO Pay Ratio Disclosure 128
Pay Versus Performance Disclosure 129 Certain Defined Terms
All references in this proxy statement or related materials to
05 Other Items “we,” “us,” “our,” the “Company” or “Lumen” refer to Lumen
Technologies, Inc. In addition, each reference to (i) the
Other Matters 133 “Board” refers to our Board of Directors, (ii) “Voting Shares”
refers collectively to our shares of Common Stock (“Common
Stock Ownership 133 Shares”) and shares of Series L Preferred Stock (“Preferred
Ownership of Executive Officers & Directors 134 Shares”), (iii) “Meeting,” “the meeting” “annual shareholders
Transactions with Related Parties 135 meeting” or “annual meeting” refers to the 2024 annual
meeting of our shareholders described further herein, (iv)
Delinquent Section 16(a) Reports 135 “named executives,” “named officers,” “named executive
Compensation Committee Interlocks and 135 officers” or “NEOs” refers to the current and former officers
Insider Participation listed in the Summary Compensation Table in this proxy
Lumen Performance History 136 statement, (v) “HRCC” refers to the Human Resources and
Compensation Committee of our Board, (vi) “NCG
Frequently Asked Questions About 137 Committee” refers to the Nominating and Corporate
Voting and the Annual Meeting Governance Committee of our Board, (vii) “SLT”, “senior
leadership team” or “senior officers” refers to our executive
Other Information 142 officers and a limited number of additional officers whose
Proxy Materials 142 compensation is determined by the HRCC, (viii) “Qwest”
refers to our affiliate Qwest Communications International
Annual Financial Report 142 Inc., (ix) “Level 3” refers to our affiliate Level 3 Parent, LLC
and its predecessor, Level 3 Communications, Inc., (x) “SEC”
06 Appendices refers to the U.S. Securities and Exchange Commission, (xi)
“ESG” refers to environmental, social and governance, (xii)
APPENDIX A - Non-GAAP Reconciliations A-1 “GAAP” refers to U.S. generally accepted accounting
principles, (xiii) “NYSE” refers to the New York Stock
APPENDIX B - Annual Financial Report B-1
Exchange., (xiv) “TSR” refers to total shareholder return; (xv)
APPENDIX C - 2024 Equity Incentive Plan C-1 “STI” refers to short-term incentive compensation, (xvi) “LTI”
APPENDIX D - NOL Rights Plan D-1 refers to long-term incentive compensation, and (xvii)
“CD&A” refers to the “Compensation, Discussion and
APPENDIX E - Proposed Amendments to Our E-1
Analysis” section of this proxy statement. Unless otherwise
Articles of Incorporation
provided, all information is presented as of the date of this
proxy statement.
We include website addresses throughout this Proxy

Statement for reference only. The information contained or
referenced on our website and other websites mentioned in
this Proxy Statement are not a part of this Proxy Statement
and are not deemed incorporated by reference into this Proxy
Statement or any other public filing made with the SEC.

Notice of 2024 Annual
Shareholders Meeting
2024 Annual Meeting Information
Date and Time Location Record Date Proxy Mail Date
Wednesday virtualshareholder You can vote if you were On or about
May 15, 2024 meeting.com/ a shareholder of record April 5, 2024.
12:00 noon CT LUMN2024 at the close of business
on March 21, 2024.
Items of Business
ITEM 1 ITEM 2 ITEM 3
Elect the 11 Director nominees named Ratify the appointment of KPMG LLP Approve our 2024 Equity
in this proxy statement as our independent auditor for 2024 Incentive Plan
Vote FOR See page 19 Vote FOR See page 49 Vote FOR See page 53
ITEM 4 ITEM 5 ITEM 6

Ratify the Amendment and Approval amendments to our Articles Advisory Vote on Executive
Restatement of our NOL Rights Plan of Incorporation to: Compensation – “Say-On-Pay”
A. Authorize a reverse stock split of
our Common Shares. See page 65.
B. Reduce the number of our
authorized Common Shares, subject to
the conditions specified herein. See
Page 72.
C. Eliminate the par value of our
Common Shares. See page 73.
Vote FOR
Vote FOR See page 62 See page 65 Vote FOR See page 76
A, B, and C
Transact other business that may properly come before the annual meeting
Proxy Voting
Shareholders are invited to attend the live virtual meeting. Even if you expect to attend, we urge you to vote in advance using
any of the following methods:
Your vote is important to us. We urge your participation.
By Internet By phone By Mail Live virtual meeting

visit proxyvote.com 1-800-690-6903 mark, sign, date & return vote electronically at the
proxy card virtual annual meeting
Headquarters: 100 CenturyLink Drive, Monroe, LA 71203

Meeting Details: See “Frequently Asked Questions” in this proxy statement for further details.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on
May 15, 2024
The Notice of 2024 Annual Meeting, Proxy Statement, and 2023 Annual Report and information on the means to vote by
Internet are available at proxyvote.com
Stacey W. Goff, Secretary

April 5, 2024
8
About Lumen
Who We Are
We are a facilities-based technology and communications company that provides a broad array of
integrated products and services to our domestic and global business customers and our domestic mass
markets customers. We operate one of the world’s most interconnected networks. Our platform
empowers our customers to swiftly adjust digital programs to meet immediate demands, create
efficiencies, accelerate market access and reduce costs - allowing customers to rapidly evolve their IT
programs to address dynamic changes.
Financial Strength: 2023 Results Our Brands and Assets

$4.6
billion Adj. EBITDA
$1.8 170,000
billion EMEA Business On-Net buildings
Divestiture
79% from Business $10 350,000

fiber route miles
($11.5 billion revenue) Billion of Debt Maturities
Through 2027 Addressed
21% from Mass Markets

($3 billion revenue)
Our Customers(1) 3.7

million fiber broadband-
enabled locations
$4.6 $3.1
billion Large billion Wholesale
Enterprise
$2.0 $3.0 18.1

billion Mid-Market billion Mass Markets million other broadband-
Enterprise enabled locations
$1.8 Our Employees

billion Public Sector
28,000
employees worldwide
(1)
All amounts are revenue.
See Appendix A for definitions of terms used above, a reconciliation of our non-GAAP metrics used above to
GAAP measures, and a description of our special items. For more complete information on Lumen and our
recent performance, see the remainder of this proxy statement, including Appendix B.

About Lumen
Strategic Plan for Growth

Our Mission:
Lumen is a global communications services provider that ignites business growth by connecting people, data
and applications - quickly, securely and effortlessly.
Our Value:
Our networking, edge cloud, collaboration and security solutions and managed services are designed to
elevate enterprise business performance and deliver the most user-friendly, intuitive and productive
technology environments.
Secure the Base Drive Commercial Excellence Innovate for Growth
Proactively invest in the Optimize sales and channel Digitize the customer, employee,
customer experience and productivity to perform at or and partner experience to drive
leverage key partnerships to above market growth rates, better connection across the
help customers modernize and simplify and automate Lumen’s business and cloudify the
migrate from legacy services to internal systems to drive network securely, seamlessly,
next-gen solutions. efficiency and a better customer and faster
and employee experience
Key 2023 Business Highlights
* As of January 5, 2024 serves as EVP, Chief Revenue Officer.
10
About Lumen
ESG Highlights
We believe our strong Our platform and
corporate governance solutions are a gateway
principles and our to exploring
culture of teamwork, technological potential,
trust, and transparency enabling our customers
allow us to build trust
Building strong Unlocking to achieve amazing
and protect the governance sustainability things, and inspiring
interests of our and through and enabling others
company and to join our
our stakeholders.
transparency innovation sustainability journey.
We commit to Protecting Empowering We want our employees

environmental to be proud to work for
stewardship, which we
our planet our people us, and be fully engaged
believe promotes the with our efforts to make
health of our planet and the world a better place.
our business, and creates
value for our employees,
communities, customers,
and investors.

About Lumen
SUSTAINABILITY HIGHLIGHTS
Commitment to ESG Double Materiality Award Highlights
Pay Equity Assessment
• U.S. News: 2024 Best Telecomms Companies to
Partnered with Syndio, Evaluated ESG impacts Work For
a workforce equity and opportunities. Top • Disability IN: 100 Disability Equality Index Best
analytics platform, to priorities included: (1) Places to Work For Disability Inclusion 2023
advance our pay equity Cybersecurity and data
goals and deepen our privacy, (2) Ethical • Newsweek: America’s Most Responsible
understanding of equity conduct (including tax), Companies 2024
issues in our workplace. and (3) Network • Human Rights Campaign Foundation Corporate
resilience and reliability. Equality Index 2023: perfect score of 100 for the
fifth year in a row
• FlexJobs: Top 100 companies to Watch for
Remote Jobs
• RippleMatch: 2024 Campus Forward Award Winner
Energy and Emissions Supplier Diversity Membership Highlights

Champions
Announced early • Global Enabling Sustainability Initiative (GeSI)
achievement of our Launched program to • Minority Business Development Agency
2018–2025 science- further integrate supplier
based GHG emissions- diversity objectives • Cybersecurity and Infrastructure Security Agency
reduction targets. across the business. National Coordinating Center for Communications
Lumen Cares Program Sustainable Packaging Sustainability Reporting Frameworks

With the help of the Launched a sustainable Sustainability Accounting
Lumen Clarke M. Williams packaging initiative in Standards Board (SASB)
Foundation, donated our mass markets
$1.7M to more than segment with the aim
3,000 nonprofits in of reducing our Task Force on Climate-related
our communities. carbon footprint. Financial Disclosures (TCFD)
CDP climate change questionnaire

Black Lotus Labs Cybersecurity and
Data Privacy
Black Lotus Labs—the
threat intelligence arm of Provided the online Trust
Lumen Technologies— Center for information
uses network visibility to about our approach to
help protect our privacy, data protection,
customers and keep the security, transparency
internet clean and other related issues.
Where to Find More

Lumen’s latest ESG report contains additional information relating to our ESG priorities and strategies. Although
not part of this proxy statement, our most recent ESG report can be found on our website at www.lumen.com.
12
About Lumen
Human Capital
Lumen’s ability to fulfill our purpose is dependent on the quality and capabilities of our people. Lumen’s highly
competitive business requires attracting, developing and retaining a motivated team that is inspired by
leadership, engaged in meaningful work, driven by growth opportunities and thriving in a culture that embraces
inclusion, diversity, equity, allyship and social impact (IDEAS).
• World-class talent acquisition programs:
– Recognized as one of the best places to work, see “Awards Highlights” on the prior page
– Flexible work schedules
– University Relations and recruiting programs
• Broad-based development for all of our employees:
– Wide variety of skills-building programs tailored to our workforce, including: M365 Copilot and trustworthy
AI training for our professional employees, cutting-edge Wi-Fi certification training for our technicians,
360-degree immersive experience and upskill training for our sales and customer experience employees
– Suite of leadership development courses
– Tuition reimbursement
– Tailored mentoring programs
• Commitment to our communities:
– Through our annual Campaign to Fight Hunger to support hunger relief efforts around the globe, employee
donations and a corporate match enabled us to provide over 472,599 meals for those in need in 2022.
– Our Employee Relief Fund, established in 2022, is able to provide immediate assistance to employees
following casualty events such as natural disasters or house fires.
– In support of STEM Education, Lumen partnered with organizations such as Pathways in Technology Early
College High School (P-TECH) to provide an innovative education opportunity to first-generation college-
seekers, English language learners, women and low-income students.
– By encouraging volunteerism year-round, and matching volunteer rewards from the Lumen Clarke M.
Williams Foundation, we donated to more than 3,800 nonprofits in our communities in 2023.
• Committed to IDEAS: Inclusion, Diversity, Equity, Allyship and Social Impact:
– Through our nine employee resource groups we provide support through career development, connection,
and a sense of belonging, empowering our employees to bring their whole selves to work every day.
– Sharpened our focus on pay equity through our strategic partnership with Syndio, a workforce analytics
platform, to advance our pay equity goals.
– Launched Allyship at work training for employees in the upper management of our Company.
• Committed to fostering a culture built on Teamwork, Trust, Transparency, Clarity, Customer Obsession,
Courage, Growth Mindset and Allyship:
– Shaping our culture by offering Brené Brown’s “Dare to Lead” training to all of our employees.
– Revamped our strategy and goal setting process across the Company with greater rigor, alignment
and transparency.
• Progressive employee benefits:
– Our benefits and enhancements recognize the diverse needs of our employees and their families and
include a comprehensive suite of offerings: core medical, prescription drug, dental, and vision benefits,
extended maternity and paternity leave, fertility benefits, gender-affirming and same sex/domestic partner
healthcare benefits, adoption benefits, survivor benefits, financial wellness, mental wellness, and
disability accommodations.
For additional information regarding our management of human capital, please see “Compensation Discussion &
Analysis – Section Five – HRCC Engagement and Compensation Governance”, and our Annual Report on Form
10-K for the year ended December 31, 2023.

Proxy Voting Roadmap
ITEM 1
Election of Directors u See page 19
The Board unanimously recommends a vote FOR each nominee
Our Board collectively possesses a wide array of skills, experiences and perspectives that we believe strengthen
its ability to fulfill its oversight roles in creating and maintaining long-term sustainable shareholder value.
Each year, the Board reviews the skills necessary to effectively discharge its oversight responsibilities. We strive
to maintain a well-rounded and diverse Board. Below please find information about our nominees.
Board Nominee Composition
14
Board Demographics
Diversity Age Tenure
☐ Diverse ☐ in 50s ☐ in 60s ☐ in 70s ☐ shorter term (1-5 years)
☐ Women ☐ mid-range (6-10 years)
☐ Racially or ethnically diverse ☐ longer-term (>10 years)
Board Skills
Skills
Customer Global Business

Experience 7/11 ESG 3/11 Experience 10/11
Digital
Transformation 7/11 Finance 7/11 HR Leadership 4/11
Industry Risk Management/

Experience 5/11 Strategy 11/11 Cybersecurity 5/11
M&A Experience/ Technology &

Legal 7/11 Innovation 6/11
Strategic Skills Enhanced in the Past 5 Years
Secure the Base Drive Commercial Excellence Innovate for Growth
Customer Experience Global Business Experience Digital Transformation
Industry Experience M&A Experience/Legal Technology & Innovation

ITEM 2

Independent Auditor See page 49
KPMG is an independent firm that provides us with significant industry and financial reporting expertise
at reasonable fees. The audit committee annually evaluates KPMG and determined that its retention
continues to be in the best interests of Lumen and its shareholders.
The Board unanimously recommends a vote FOR this proposal
ITEM 3
Approval of Our 2024 Equity

Incentive Plan See page 53
Key terms of the 2024 Equity Incentive Plan (the “Plan”) are aligned with shareholder interests. Lumen
cannot make equity awards to employees beyond the remaining allotment under the previously
approved Second Amended and Restated 2018 Equity Incentive Plan, which we do not believe will be
sufficient for future grants. Approval of our 2024 Equity Incentive Plan is primarily designed to authorize
43 million shares for equity grants.
ITEM 4
Ratify the Amendment and

Restatement of our NOL Rights Plan See page 62
Our Board is inviting shareholders to ratify our recently amended and restated NOL rights plan,
principally to extend the term of such plan from December 1, 2023 to December 1, 2026. Our NOL rights
plan, which we first adopted in 2019, is designed to safeguard our ability to use our NOLs to reduce
anticipated future tax liabilities. Previously at each of our 2019 and 2021 annual meetings of
shareholders, our shareholders ratified our NOL rights plan by approximately 90% of the votes cast.
16
ITEM 5A
Approval of a Reverse Stock Split See page 65
The Board is recommending that our shareholders grant the Board discretionary authority to amend our
Articles of Incorporation to effect a reverse stock split on the terms and conditions described herein (a
“Reverse Stock Split”). We are proposing that the Board have the discretion to select the Reverse Stock
Split ratio (the “Reverse Split Ratio”) from within a range between and including one-for-fifteen (1:15)
shares and one-for-twenty-five (1:25) shares, rather than proposing a specific fixed ratio at this time.
ITEM 5B
Approval of Reduction of Our

Authorized Common Shares See page 72
The Board is recommending that our shareholders approve an amendment to our Articles of
Incorporation to reduce the number of authorized shares of our common stock from 2,200,000,000 to
200,000,000, which would be effectuated if and only if Item 5A is both approved and implemented. We
have designed this Share Reduction Proposal so that we do not have what some shareholders might
view as an unreasonably large number of authorized Common Shares that are unissued or unreserved
for issuance following any Reverse Stock Split.
ITEM 5C

Value of our Common Shares See page 73
The Board is recommending that the shareholders approve an amendment to our Articles of
Incorporation to eliminate the $1.00 per share par value of our common stock so that each of our
Common Shares have no par value. The elimination of the par value of our common stock is intended to
bring the Company in line with the practice of other public companies with respect to par value.

ITEM 6

Compensation – “Say-On-Pay” See page 76
Pay and Performance Alignment

• Executive compensation targeted at the 50th percentile of peers and aligned with short- and
long-term business goals and strategy. The chart below represents our executive officers’ average
target total compensation.
n Base Salary
As with most companies, base salary is annual fixed cash
compensation that provides competitively set and stable
income to our executives.
n Short-Term Incentive (STI)

STI bonus is annual variable cash compensation based on the
achievement of annual performance measures.
n Time-Based Restricted Stock (TBRS)

Our grants of TBRS are 40% of the total annual equity award
that vests over three years from the date of grant. TBRS are
intended to align our executives’ and shareholders’ interests
by focusing on the long-term value of our common stock.
n Performance-Based Restricted Stock (PBRS)

The Board unanimously Our grants of PBRS are 60% of the total annual equity award
recommends a that cliff vest three years from date of grant, based on the
vote FOR this proposal level of achievement against pre-established performance
measures for two-equally weighted metrics over a three-year
performance period.
18
ITEM 1
Election of Directors
Lumen’s mission is to ignite business growth by connecting people, data, and applications - quickly,
securely, and effortlessly. We believe that strong corporate governance is key to achieving our mission.
Following the NCG Committee’s recommendation, the Board of Directors has nominated each of the
11 nominees below for a one-year term expiring at our 2025 annual meeting of shareholders, or until his
or her successor is duly elected and qualified. All of the nominees with the exception of James Fowler
and Diankha Linear were elected to the Board at the 2023 annual meeting.
To be elected, each of the 11 nominees must receive an affirmative vote of a majority of the votes cast in
the director’s election. Any director failing to receive a majority of votes cast must promptly tender his
or her resignation, which will be addressed by us in the manner described in our Bylaws.
Director Nominees
Quincy L. Allen Kevin P. Chilton T. Michael Glenn Diankha Linear
Martha Helena Bejar Steven T. “Terry” Clontz Kate Johnson Laurie Siegel
Peter C. Brown James Fowler Hal Stanley Jones
The Board unanimously recommends a vote FOR each of the above named nominees
for director.

Board of Directors and Governance
Skills and Relevance to Lumen’s Strategy
Lumen’s NCG Committee uses a skills matrix as part of the Board’s annual evaluation, succession planning and
director nomination process. The goal is to ensure our director nominees collectively possess the relevant skills
and backgrounds for the Board to effectively discharge its responsibilities. The skills listed in this matrix only
indicate the most prominent skills that our Board relies upon. This matrix is not a comprehensive reflection of
the wide variety of skills that our director nominees possess and routinely contribute to Lumen.
Board Skills Matrix
Skills and Qualifications

Secure the Customer Experience
base Experience in retail and/or consumer
services and products. Knowledge of
customer segmentation models and
influencing behavior in a digital world.
Industry Experience
Prior experience working in the
telecommunications or
technology sectors.
Drive Global Business Experience
commercial Broad leadership experience with
excellence multinational companies or in
international markets.
M&A Experience
Experience navigating growth
opportunities, analyzing strategic
transactions and negotiating
complex transactions.
Innovating Digital Transformation
for growth Driving and implementing
transformation enterprise-wide with a
focus on simplification
and automation.
Technology & Innovation
Managing technological change and
driving technological innovation within
an organization.
Strategy
Developing and implementing plans to help achieve
long-term objectives.
ESG
Assessing business operations in conjunction with
evolving corporate governance and ESG principles.
Finance
Significant expertise in corporate finance or
financial accounting.
HR Leadership
Insight into workforce management, diversity
and inclusion, compensation design, and
culture management.
Risk Management/Cybersecurity
Knowledge of the evolving landscape of data security,
information technology and enterprise risk
management programs.
Black or African American
Hispanic or Latino
White
Gender (Male/Female) M F M M M M M F M F F
Tenure 3 8 15 7 7 1 7 2 4 0 15
20
Refreshment
Board and committee refreshment are regularly reviewed by our NCG Committee. Our Board periodically
receives recommendations from the NCG Committee about possible changes designed to staff the Board and its
committees with individuals who have the skills, experiences and perspectives necessary to make meaningful
contributions to shaping and implementing Lumen’s business strategies. Given the significant change the
Company is undergoing, the NCG Committee has adopted an evergreen approach to board refreshment. As
such, the ongoing search for candidates whose skills are aligned to the evolving strategic direction of the
Company could result in the addition of new board members or the resignation of current board members prior
to next year’s annual meeting.
In 2023 and for our 2024 slate of nominees, the NCG Committee and Board considered a wide range of factors
in assessing the composition of the Board, including:
• shareholder input on important elements of Board composition;
• skill sets necessary to oversee the successful development and implementation of our business strategies,
including our continued evolution to a digital technology company offering a simpler and improved
customer experience;
• balancing fresh, diverse perspectives with institutional and industry knowledge;
• current and long-term needs of the Board; and
Recent Board Changes

We have made a concerted effort over the past couple years to refresh and refocus our Board.
2021 2022 2023 2024
Quincy L. Allen Kate Johnson James Fowler Diankha Linear
At the 2024 annual meeting, Michael Roberts, will retire from the Board. Mr. Roberts has served as a director
since 2011. Effective February 21, 2024, we added Diankha Linear to the Board following a vigorous
national search.
At the 2023 annual meeting, W. Bruce Hanks retired from the Board. Mr. Hanks had served as a director since
1992. Effective August 7, 2023, we added James Fowler to the Board following a robust national search.
In November 2022, Jeffrey K. Storey retired from the Board, and our new President and CEO Kate Johnson
joined the Board.
At the 2021 annual meeting, Virginia Boulet retired from the Board, capping 26 years of service as a director.
Effective February 25, 2021, we added Quincy L. Allen to the Board following an extensive national search.
We remain actively focused on taking additional steps designed to ensure that our Board continues to be
staffed with a collection of individuals meeting our objectives.

Our Director Nominees

The first item for consideration at the meeting will be the election of the following 11 nominees:
Quincy L. Allen
Experience
Quincy L. Allen has over 35 years of leadership experience in the technology
services industry.
IBM Corporation
• Go-To-Market Leader of Cognitive Process Services and Chief Marketing Officer for
Director since: IBM Cloud (2015 to 2018)
2021 Unisys Corporation, a global information technology company
• Chief Marketing and Strategy Officer (2012 to 2015)
Independent
Vertis Communications, a direct marketing and advertising company
64 years old
• Chief Executive Officer (2009 to 2010)
Committees: Xerox Corporation (1982-2009)
• Audit Committee • President of the Global Services and Strategic Marketing Group
• Human • President of Production Systems Group
Resources and Other Public Company Directorships
Compensation • Office Depot
Committee(1) • ABM Industries, Inc.
Skills:
Customer Digital Finance Global Business Strategy Technology &

Experience Transformation Experience Innovation
(1)
Service on this committee to commence May 2024; previously served on the Risk and Security Committee from May 2023 through the
effective date of the change.
22
Martha Helena Bejar

Experience
Martha Helena Bejar is a telecommunications expert with innovative experience.
DaGrosa Capital Partners LLC, a private equity firm
• Senior Partner/Advisor (2022 to Present)
Red Bison Advisory Group, LLC, which provides business advisory services
Director since:
• Co-founder and principal (2014 to 2019)
2016
Unium, Inc., a Wi-Fi technology provider
Independent • Chief Executive Officer (2016 to 2018)
61 years old Flow Mobile, Inc., a broadband wireless company
• Chief Executive Officer (2012 to 2015)
Committees:
Infocrossing, Inc. (a U.S.-based cloud services affiliate of Wipro Limited)
• Human
Resources and • Chief Executive Officer and Chairperson (2011 to 2012)
Compensation Wipro’s Information Technology Services affiliate
Committee • President of Worldwide Sales and Operations (2009 to 2011)
• Nominating
Microsoft Corporation
and Corporate
Governance • Corporate Vice President for the communications sector (2007 to 2009)
Committee Other
(Chair) • Prior to 2007, Ms. Bejar held diverse executive sales, operations, engineering and
R&D positions at Nortel and Bellsouth/AT&T.
Other Public Company Directorships
• CommVault Systems
• Sportsman’s Warehouse Holdings, Inc.
• Quadient SA (formerly Neopost)
Previous Public Company Directorships
• Mitel Networks Corporation
• Polycom, Inc.
Skills:
Customer ESG Finance Global Business Industry Strategy Technology &

Experience Experience Experience Innovation

Peter C. Brown
Experience
Peter C. Brown is a business leader with significant, finance, strategy, corporate
development, and management experience.
Grassmere Partners, LLC, a private investment firm
• Chairman (2009-present)
Director since: AMC Entertainment Inc.
2009
• Chairman and Chief Executive Officer (1999 to 2009)
Independent • Chief Financial Officer (1991 to 1999)
65 years old EPR Properties, a NYSE-listed real estate investment trust
• Founder and Chairman of the Board (1997-2000)
Committees: • Member of the Audit Committee and Chairman of the Finance Committee (2010
• Audit Committee to present)
• Risk and Security Other Public Company Directorships
Committee
Cineverse Corporation (Chairman of the Audit Committee, and serves on the
Compensation and Nominating Committees)
Skills:
Customer Digital Finance Global Business M&A Experience/ Strategy

Experience Transformation Experience Legal
Kevin P. Chilton
Experience
Kevin P. Chilton is retired from the U.S. Air Force as a four-star general and
contributes considerable cybersecurity, risk management and scientific leadership
experience to our Board.
Chilton & Associates, LLC, a consulting company

Director since: • President (2011-present)
2017
34-year military career
Independent • Commander, U.S. Strategic Command (2007 to 2011), overseeing the U.S.
69 years old Department of Defense’s nuclear, space and cyberspace operations;
• Commander, U.S. Air Force, Space Command (2006 to 2007)
Committees: • NASA astronaut (1987 to 1996), including three space shuttle flights;
• Audit Committee • Deputy Program Manager of the International Space Station (1996 to 1998)
• Risk and Security Previous Public Company Directorships
Committee
• AeroJet Rocketdyne
(Chair)
• Orbital Sciences Corporation
• Orbital ATK, Inc.
Skills:
ESG Finance HR Leadership M&A Experience/ Risk Management/ Strategy

Legal Cybersecurity
24
Steven T. “Terry” Clontz

Experience
Steven T. “Terry” Clontz is an innovative technology leader with global
telecommunications experience developed throughout his career in several executive
roles in the telecommunications industry.
StarHub, Ltd., a Singaporean telecommunications company
Director since: • Chairman of the Board (2016 to 2022)
2017 • Chief Executive Officer (1999 to 2010)
ST Telemedia Pte. Ltd., a Singaporean investment company specializing in investing
Independent in the communications industry
73 years old
• Senior Executive Vice President (International) (2010 to 2017)
Committees: • Corporate Advisor (2018 to present)
• Human IPC Information Systems, a global technology services company headquartered in
Resources and New York
Compensation • Chief Executive Officer, President and Director (1995 to 1998)
Committee BellSouth International, Inc.
• Nominating • President, Asia-Pacific (1987 to 1995)
and Corporate
Governance Temasek International Advisors Pte. Ltd., a Singaporean investment company
Committee • Corporate Advisor (2010 to 2022)
Other
Mr. Clontz’s governance experience includes various positions with other
communications companies, including serving as a Board Director of Armor (USA) and
chairing the Executive Committee of UMobile (Malaysia).
• StarHub Ltd.
Skills:
Global Industry M&A Risk Strategy Technology &

Business Experience Experience/ Management/ Innovation
Experience Legal Cybersecurity

James Fowler
Experience
James Fowler has more than 25 years of leadership experience driving leading digital
technology innovation at two Fortune 100 companies.
Nationwide Mutual Insurance Company
• Chief Technology Officer (2018 to present)
Director since: General Electric
2023 • Group Chief Information Officer (2015 to 2018)
• Business Unit Chief Information Officer (2003 to 2015)
Independent
• Business Unit Six Sigma Blackbelt and Infrastructure Architect (2000 to 2003)
52 years old
Accenture
Committees: • Technology Manager (1996 to 2000)
• Audit Committee AT&T
• Risk and Security • Systems Analyst (1993 to 1996)
Committee
• None
Skills:
Customer Digital Global HR Industry Risk Strategy Technology &

Experience Transformation Business Leadership Experience Management/ Innovation
Experience Cybersecurity
T. Michael Glenn
Experience
T. Michael Glenn’s executive leadership roles bring significant market development,
customer, communications, strategic development and operational experience to
our Board.
FedEx Corp. (1981 to 2016)
Director since: • President and Chief Executive Officer of FedEx Corporate Services and a member
2017 of its five-person Executive Committee responsible for developing and
implementing strategic business activities
Independent • Executive Vice President of Market Development and Corporate Communications
68 years old • Senior Vice President, Worldwide Marketing, Customer Service and Corporate
Chairman of the Communications for FedEx Express
Board Oak Hill Capital Partners, a private equity firm (2017 to 2020)
• Senior Advisor
Committees:
• Human
Resources and • Pentair PLC
Compensation
Committee
Skills:
Customer Digital Finance Global Business M&A Experience/ Strategy

Experience Transformation Experience Legal
26
Kate Johnson
Experience
Kate Johnson is a seasoned technology innovator with a proven track record of
driving business transformation success at several of the world’s top Fortune 100
technology companies.
Lumen
Director since: • President and Chief Executive Officer (November 2022 to present)
2022 Microsoft Corporation
• President of Microsoft U.S., a division of Microsoft Corporation (2017 to 2021)
56 years old
GE Digital
Committees: • Executive Vice President of GE Digital and Corporate Vice President (2013 to 2017)
• None Oracle
• Senior Vice President for North America Technology and Government Consulting
(2007 to 2013)
Red Hat, a provider of enterprise open source software products
• Vice President of Global Services and Strategic Accounts (2004 to 2007)
• United Parcel Service
Skills:
Customer Digital Global Business Industry Strategy Technology &

Experience Transformation Experience Experience Innovation
Hal Stanley Jones

Experience
Hal Stanley Jones brings significant financial, public accounting and controls
experience to our Board.
Graham Holdings (formerly known as the Washington Post Company)
• Chief Financial Officer (2009 to 2017)
Director since: • Held various senior level positions at The Washington Post Company
2020 (1989 to 2008)
Kaplan Professional, a subsidiary of The Washington Post
Independent • Chief Executive Officer and President (2007 to 2008)
71 years old
PricewaterhouseCoopers
Committees: • Certified Public Accountant (1977 to 1988)
• Audit Committee Other Public Company Directorships
(Chair) • Playa Hotels and Resorts, N.V. since 2013, and it became publicly traded in 2017
• Risk and Security
Committee
Skills:
Digital Finance Global Business M&A Experience/ Risk Management/ Strategy

Transformation Experience Legal Cybersecurity

Diankha Linear
Experience
Diankha Linear is a senior executive and proven operator with more than 20 years of
experience leading across highly regulated technology, logistics, and retail industries.
Community, Inc., one of the world’s most trusted customer engagement and
communications channels
Director since: • President & Chief Executive Officer (2021 to present)
2024 Convoy, Inc., an American technology and logistics company
Independent • General Counsel & Corporate Secretary (2017 to 2021)

50 years old Nordstrom, an American luxury specialty fashion retailer
• Senior Director, Legal (2013 to 2017)
Committees: Expeditors International of Washington, a United States based global
• Nominating and logistics company
Corporate • Director, Legal (2008 to 2013)
Governance
Committee Perkins Coie
• Risk and Security • Legal Counsel (1999 to 2004)
Committee 16-year military career (1991 to 2007)
• US Army Reserve – Paratrooper/Airborne, Logistics & Transportation
• Civil Affairs – Special Operations Forces Unit
• Judge Advocate General (JAG) Officer
• None
Skills:
Customer Global Business Digital Finance HR Leadership

Experience Experience Transformation
Industry Strategy Risk Management/ M&A Experience/ Technology &

Experience Cybersecurity Legal Innovation
28
Laurie Siegel
Experience
Laurie Siegel is a business advisor with extensive expertise in human capital and
executive compensation.
Tyco International
• Senior Vice President of Human Resources and Internal Communication (2003
Director since: to 2012)
2009 Honeywell International, Inc.
• Held various senior level positions (1994 to 2002)
Independent
68 years old LAS Advisory Services, a business and human resources consultancy
• Founder and Principal since 2012
Committees: G100
• Human Resources • Chairman (Talent Consortium) (2013 to 2023)
and • Senior Advisor
Compensation
Committee (Chair) Other Public Company Directorships
• Nominating and • CECO Environmental Corp.
Corporate • FactSet Research Systems, Inc.
Governance
Committee
• California Resources Corporation
• Volt Information Sciences, Inc.
Skills:
ESG Global Business HR Leadership M&A Experience/ Legal Strategy

Experience

How Our Board is Evaluated and Selected

Evaluations
Our NCG Committee leads an annual evaluation of our Board, its members and committees, and the Board
periodically assesses whether it has the skills, processes, structure, and policies necessary to attain its goals and
fulfill its responsibilities. While the NCG Committee’s formal evaluation is conducted on an annual basis,
directors share their perspectives and suggestions throughout the year. The NCG Committee uses this ongoing
and annual feedback when considering Board composition, Board refreshment, and other governance issues,
and in connection with nominating directors to be elected to the Board. The NCG Committee periodically
engages nationally recognized firms to assist it with the design and implementation of its director evaluation
and selection processes.
1 Questionnaires Topics covered include, among others:
Each director completes a • Assessment of Board Composition

detailed questionnaire. • Assessment of Meeting Procedures
• Assessment of Board and Committee Responsibilities
• Assessment of Supporting Resources
2 Action Items Over the past several years, this evaluation process has consistently
found that the Board and committees are operating effectively, while
These evaluations have also enabling us to continually refine the way the Board and Board
consistently enabled committees operate, including:
us to refine our
governance practices. • Adjusting the size and composition of the Board to address the
evolving strategic priorities of the Company
• Rotating committee chairs and memberships to ensure fresh
perspectives and leadership
• Ensuring committee chairs have ample time to review agendas and
committee members have sufficient time to review materials in
advance of meetings
Nomination
In considering director nominees, the NCG Committee reviews candidates suggested by our directors, executive
officers or shareholders who comply with our Bylaws. A shareholder or group of up to 10 shareholders owning
3% or more of Lumen’s outstanding common stock continuously for at least three years can nominate director
candidates constituting up to 20% of the Board and include these nominations in our annual meeting proxy
materials. From time to time, the NCG Committee engages a third-party search firm to assist in identifying and
evaluating qualified candidates.
The NCG Committee assesses each director candidate based on his or her skills, judgment, character,
independence, diversity, and experience in the context of the needs of the Board. Potential conflicts and
overboarding are also evaluated. When evaluating candidates for nomination as new directors, the NCG
Committee considers (and asks any search firm that it engages to provide) a pool of candidates that includes
women and individuals from diverse backgrounds, in accordance with the “Rooney Rule” the Board adopted
in 2019.
What is the Rooney Rule?

The Rooney Rule is named after former Pittsburgh Steelers owner Dan Rooney and was adopted in the
National Football League in 2003 requiring teams to interview ethnic-minority candidates for head coaching
jobs. As applied at Lumen, the rule requires us to consider at least one woman and one underrepresented
minority in the slate of candidates to fill vacant Board seats.
30
Our Corporate Governance Guidelines also establish a target average director tenure of no more than ten years,
set a goal of all Board members (except our CEO) being independent and express the Board’s general sense
that no director should be age 75 or older prior to the next annual shareholders meeting. No director may serve
on more than three other unaffiliated public company boards, unless this prohibition is waived by the Board.
The ͏NCG Committee may, but has not formally chosen to, establish additional qualifications. The NCG
Committee and the Board also evaluate on a periodic basis the effectiveness of its nominating processes
and procedures.
1 Succession Planning
The NCG Committee meets with the CEO to discuss the Company’s long-term strategy and what
skills (if any) are missing from the Board to best complement that strategy.
2 Identification of Candidates
In the event of an open seat or skill gap, the NCG Committee engages in a search process,
which typically includes the use of an independent search firm. The NCG Committee, the Chairman
of the Board, the CEO, and search firm will put together a candidate profile to identify candidates’
skills, experience, and background that best align with the Company’s strategy.
3 Interviewing Candidates
The NCG Committee forms a search committee that is comprised of the Chairman of the Board,
the HRCC and NCG Committee chairs, and the CEO who will request to interview with a diverse
slate of candidates that best fit the profile. The candidates are initially interviewed remotely by
the search committee members and if selected to advance, with the NCG Committee
members in-person.
4 Decision and Nomination
After the NCG Committee determines that the director candidates are the best fit for the
Company and its shareholders, the NCG Committee will recommend them to the Board for
approval. Following Board approval, the director candidates are appointed to the Board,
will complete an onboarding process, and will stand for election by shareholders at the next
annual meeting.
5 Election
The shareholders consider the nominees and elect directors by majority vote to serve
one-year terms.
6 Ongoing Assessment
The NCG Committee continuously assesses the composition of the Board to maintain alignment
with the Company’s evolving corporate strategy. This includes a periodic review of the
contributions by each director; the skills, experiences and diversity represented on the Board;
the benefits of Board refreshment; and the results of previous shareholder votes.

Education and Orientation

We encourage our directors to participate in continuing education programs focused on our business and
industry, their committee roles and responsibilities and the legal and ethical responsibilities of directors. We
reimburse our directors for the costs of these programs. We also provide continuing director education during
Board and committee meetings and other Board discussions. From time to time, these include presentations
from third parties.
Additionally, we encourage our directors to participate in nationally recognized governance organizations,
including the National Association of Corporate Directors (“NACD”) and G100.
New directors participate in an orientation program that familiarizes them with the Company’s business,
operations, strategies and corporate governance practices and assists them in developing Company and
industry knowledge to optimize their service on the Board. New directors also attend meetings with members
of our management team to expedite their ability to effectively and fully discharge their responsibilities.
Over the course of 2023, our Board collectively attended a combination of over 34 continuing education
webinars and seminars covering an extensive list of topics ranging from board committee effectiveness,
cybersecurity, and ESG, to human capital management and SOX controls.
Independence
All directors other than our CEO are independent and the Board regularly meets in executive sessions with only
the independent directors. Each year and prior to nominating a new director, the Board evaluates and
affirmatively determines each director nominee’s independence using standards required by the SEC, NYSE and
our Corporate Governance Guidelines. Annually, each director nominee completes a detailed questionnaire that
solicits information about relationships that could have an impact on independence. Our management delivers
reports on those relationships to the NCG and Audit Committees. Both the NCG and Audit Committees evaluate
the reports from management and consider any other factors which could influence a nominee’s independence.
During their reviews, the NCG and Audit Committees consider transactions and relationships between the
Company, its subsidiaries or affiliates and any directors, executive officers, their immediate family members or
an entity in which any of them have a significant interest. Both the NCG and Audit Committee chairs make
reports on these independence evaluations to the Board. In early 2024, the Board reviewed all relationships
between the Company and each director and affirmatively determined that all of our director nominees are
independent other than Ms. Johnson, our CEO.
The Board also weighed the potential impact of tenure on the independence of our longest-serving director
nominees, Mr. Brown and Ms. Siegel. The Board noted that these directors possess significant experience
serving at Lumen under different operating environments, management teams and financial market cycles,
and have served on the Board under three consecutive CEOs. The Board further concluded that each of
these directors (i) are effective directors who fulfill their responsibilities with integrity and independence
of thought, (ii) appropriately challenge management and the status quo, and (iii) are reasoned, balanced,
and thoughtful in Board deliberations and in communications with management. The Board ultimately
determined that neither of these long-tenured directors’ independence from management has been
diminished by their years of service.
32
How Our Board is Organized

Board Leadership Structure
Responsibilities of Chairman of the Board
• Presides over meetings of the Board and at each meeting of the
independent directors
• Oversees the management, development and functioning of the Board
• Represents the Board in stakeholder communications as needed
• In consultation with the CEO, plans and organizes the activities of the Board and the
T. Michael schedule for Board meetings
Glenn • In consultation with the CEO, establishes the agendas for Board meetings
• Provides direction to the CEO on the quality, quantity and timeliness of the flow of
Chairman
information from management that is necessary for the independent directors to
of the Board
perform their duties effectively and responsibly
• Can call special meetings and preside over shareholder meetings
• Performs any additional duties the Board may identify
The NCG Committee periodically reviews the Board’s leadership structure and, when appropriate, recommends
changes, taking into consideration the needs of the Board and the Company at the time. Since 2009, we have
elected a non-executive chairman.
Mr. Glenn has served as Lumen’s independent, non-executive Chairman since May 2020. Mr. Glenn’s extensive
experience developing and implementing strategic business activities makes him uniquely qualified to lead
the Board as Lumen executes its strategic plan for growth.
We believe that separation of the Chairman and CEO positions has functioned effectively over the past several
years. Separating these positions has allowed our CEO to have primary responsibility for the operational
leadership and strategic direction of our business, while allowing our Chairman to lead the Board in its
fundamental role of providing guidance to and separate oversight of management.
As noted in our Corporate Governance Guidelines, it is the sense of the Board that the Chairman of the
Board and the chairs of our committees should rotate approximately every five years.
From 2004 through our 2023 annual meeting, the Board had also elected a non-executive Vice Chairman each
year. The Board currently has no plans to select a successor Vice Chairman following the retirement in 2023 of
our former Vice Chairman, W. Bruce Hanks.

Board Committees
Each of our four standing Board committees supports the full Board with various risk management, governance
and strategic responsibilities.
Audit Committee*
Meetings in 2023: 9
See “Audit—Audit Committee Report” below

for additional information.
Key Responsibilities
• Oversees the Company’s system of • Assists the Board in fulfilling its oversight
financial reporting responsibilities relating to the adequacy and
• Reviews and discusses our major financial risks, effectiveness of
including matters potentially impacting financial – our internal controls over financial reporting,
reporting, with management, our internal – our internal controls regarding information
auditors and our independent auditors technology security and
• Monitors the qualifications, independence and – our disclosure controls and procedures
performance of Lumen’s independent auditors
* Each member is an “audit committee financial expert”
• Report on 2022 Financial Statements • Report from Internal Audit/SOX

Q1 • Review of Related Party Transactions • Annual Pension Accounting and
• Report from KPMG Reporting Update
• Litigation Update
• Report on First Quarter 2023 • Litigation Update

Q2 • Report from KPMG • Review of SEC Draft Rules on
• Report from Internal Audit/SOX Cybersecurity and Climate
• Report on Second Quarter 2023 • Litigation Update

Q3 • Report from KPMG • Compliance with Debt Covenants
• Report from Internal Audit/SOX • Review Committee Self-Evaluation Criteria
• Report on Third Quarter 2023 • Litigation Update

Q4 • Report from KPMG • Corporate Real Estate Update
• Report from Internal Audit/SOX • Review of Committee Charter
34
Human Resources and

Compensation Committee
Meetings in 2023: 7
See “CD&A” below for additional information.
• Establishes executive compensation strategy • Oversees, in consultation with management, our
compliance with regulations governing executive
• Oversees design and administration of equity
and director compensation
incentive plans
• Monitors compensation, labor relations, and
• Approves compensation of senior officers
workforce risk
• Oversees human capital strategy, including
diversity and inclusion culture and talent
recruiting, development and retention
• Final Review and Approval of 2022 STI • Discussion of Performance Assessments for
Q1 • Discussion of Performance for our Senior Officers
Outstanding LTI Programs • Approval of 2023 Compensation of
• Approval of 2023 Incentive Design Plan Senior Officers
• Approval of 2023 Delegated Authority • Initial Review of 2023 Proxy Disclosures

Under LTI Program
• Discussion of Q1 2023 • Review of Engagement Survey Results

Q2 Incentive Performance • Review of Human Resources Risks
• Review and Discussion of Proposed • Review of 2023 Shareholder Engagement
Retention Program
• Review and Approval of Outside
Director Compensation
• Review and Discussion of 2023 Proxy
Advisor Reports and Executive
Pay Developments
• Review and Discussion of Q2 2023 • Review and Approval of Form LTI

Q3 Incentive Performance Award Agreements
• Review and Approval of Peer Group for • Review Committee Self-Evaluation Criteria
Officer Compensation Benchmarking • C-Suite Talent Discussion
• Initial Discussion of 2024
Incentive Programs
• Review and Discussion of Q3 2023 • Review of Projected 2023 Compensation for

Q4 Incentive Performance Senior Leadership Team
• Review and Discussion of Share • Discussion of Talent and Approval of
Pool Projections Compensation Actions
• Discussion of 2024 Incentive Programs • Review of Committee Charter

Nominating and Corporate

Governance Committee
Meetings in 2023: 4
• Recommends to the Board nominees to serve as • Annually leads Board and Committee evaluations
directors and officers • Evaluates Board composition, skills and
• Oversees CEO’s annual performance evaluation director independence
• Oversees the development and implementation • Reviews political contributions reporting

of our ESG strategies and budget
• Oversees and recommends improvements to our • Onboards new directors

governance principles, policies and practices • Oversees director continuing education
• Assists the Board in fulfilling its oversight • Evaluates individual directors
responsibilities with respect to the management
of risks associated with the Company’s Board
leadership structure and corporate
governance matters
• Discussion and Determination of • Recommend Slate of Directors for

Q1 Independence Status of Directors Annual Meeting
• Review and Discuss Board Skills Matrix, • Review of Proxy Governance Disclosures
Diversity, Independence and Tenure • ESG Quarterly Review
• Review Board Refreshment and
Succession Planning
• Review Committee Composition
• Update on Shareholder • Review and Approval of Officer and

Q2 Engagement Meetings Committee Slates
• Update on Annual Meeting • ESG Quarterly Review
• ESQ Quarterly Review • CEO Succession Planning

Q3 • Review Board and Committee Self- • CEO Evaluation
Evaluation Criteria
• Report on Shareholder Engagement • ESG Quarterly Review

Q4 and Themes • Charter and Corporate Governance
• Board and Committee Self-Evaluation Guidelines Review
Process and Outcome Report
36
Risk and Security Committee

Meetings in 2023: 4
• Assists the Board in fulfilling its oversight • Oversees our corporate ethics and compliance and
responsibilities with respect to, among others: enterprise risk management (“ERM”) programs
and activities
– risks posed by cyberattacks or other
casualty events • Receives periodic reports on various risk
exposures. These include quarterly reports on
– risks related to network reliability, privacy
cybersecurity, which typically include reports on
and regulations
recent cyber intrusions, mitigation steps taken in
– other key enterprise or operational risks as response to those intrusions and ongoing
jointly determined by the Committee cybersecurity initiatives and periodic reports from
and management outside consultants regarding cyber security
– insurance program reviews • Coordinates risk oversight functions of other
• Oversees our classified activities and facilities Board committees
through a subcommittee
• ERM Update • Corporate Ethics and Compliance

Q1 • ERM Deep Dive (Various Topics) Quarterly Review
• Quarterly Cybersecurity Review
• ERM Update • Business Continuity Management

Q2 • Quarterly Cybersecurity Review • Privacy Review
• Insurance Programs/Environmental • Corporate Ethics and Compliance
Health & Safety Quarterly Review
• ERM Update • Network Resilience Review

Q3 • Quarterly Cybersecurity Review • Regulatory Developments and Compliance
• Corporate Ethics and Compliance • Review Committee Self-Evaluation Criteria
Quarterly Review
• ERM Update • Corporate Ethics and Compliance

Q4 • Annual Assessment of Most Critical Quarterly Review
Enterprise Risks • Privacy Review
• Quarterly Cybersecurity Review • Review of Committee Charter
Additional information about the responsibilities of our committees is available in the committees’ respective
charters, which can be obtained on our website: https://www.lumen.com/en-us/about/governance/
board-committees.html.

Director Meeting Attendance

Under our Corporate Governance Guidelines, directors are expected to attend all Board meetings, meetings of
committees on which they serve and the annual shareholders meeting. All then current directors attended our
2023 annual meeting. During 2023 there were four regular and nine special meetings of the Board, as well as 24
standing committee meetings. Each director attended more than 90% of the total number of the 2023 Board
and the respective committee meetings on which he or she served. During 2023, our independent directors met
in executive session on a quarterly basis, led by our Chairman.
Commitment of our Board
Commitment of our Directors – 2023 Meetings
Our Board and its Committees met frequently in 2023.

2023 Meetings
Board 13
Audit
Human Resources and Compensation

9
7
37
Total Board and
Committee Meetings in
Nominating and Corporate Governance 4
2023
Risk and Security 4
Executive Sessions of Independent Directors As needed
without Management throughout the year
Our Board’s Responsibilities & Engagement

“In 2023, our Board focused a great deal of attention on debt restructuring, strategic
initiatives, succession planning, ESG initiatives, and shareholder engagement efforts.
A special search committee of the Board comprised of our Board Chair, and HRCC,
and NGC Committee chairs spearheaded efforts to identify and appoint Lumen’s
newest directors, James Fowler and Diankha Linear, in August 2023 and February 2024,
respectively. The NCG Committee in partnership with the Board continued our focus in
2023 on the Company's ESG initiatives and disclosures, working to support
management’s efforts to enhance the Company’s ESG initiatives and communications.
Martha Helena Our Board Chair and HRCC and NCG Committee chairs also devoted considerable time
Bejar towards evaluating our Board’s composition and identifying future candidates for
service with the right balance of skills, experience, and background that best align with
Nominating and the Company’s strategy.”
Corporate
Governance
Committee Chair
Our Board and its committees collectively oversee our business and management’s development and
implementation of our strategies through regular meetings and communications with Lumen’s executive team.
We believe our governance policies and practices provide a transparent framework for effective governance
and compliance with SEC and NYSE requirements. The Board continually reviews our governance practices for
alignment with best practices and stakeholder interests and acts to enhance our ability to oversee the execution
of strategies that drive value for Lumen, our customers, employees and shareholders. Our Corporate
Governance Guidelines, along with other governance documents, including our Code of Conduct, Bylaws and
other governance policies are available on our website: lumen.com/en-us/about/governance/
documentation.html
38
Key Responsibilities of The Board

In addition to the responsibilities handled by its committees and its general oversight of our performance, the
Board believes its key responsibilities include:
Shareholder
Engagement Oversight of Strategy Succession Planning Oversight of Risk Oversight of ESG
• Members of • Our Board regularly • The Board • The Board, • The Board and
management engages in active oversees along with its the NCG
and the Board discussions with succession committees, Committee, in
engage on a year- management to planning for reviews and conjunction with
round basis with formulate and members of our oversees Lumen’s designated
holders of our implement senior leadership risk management management teams
equity and debt appropriate team, including the processes. periodically evaluate
securities, as well strategies for the CEO, and monitors • The Board also our ESG programs
as proxy advisory Company and each of the performance of works with and seek to identify
firms and ESG its business each member of management to meaningful
rating firms, segments. such team. assess our key opportunities
among others. • In addition to regular short- and long- to enhance
Board and committee term risks and our programs.
meetings, the Board mitigation efforts. • The Board strives to
participates in an set an appropriate
annual in-depth “tone at the top”
dedicated review of stressing a positive
the Company’s overall corporate culture.
strategy with our
management team.
Shareholder Engagement
The Board believes that input from shareholders is a critical component in our efforts to continually enhance our
governance practices and maximize long-term shareholder value. As illustrated below, members of management
and the Board engage on a year-round basis with holders of our equity and debt securities, as well as proxy
advisory firms and ESG rating firms, among others.
FALL WINTER SPRING SUMMER

• ESG Report published • Additional • Proxy filing • Additional
• Regular outreach targeted outreach • EEO-1 Data published targeted outreach
focused on our • 10-K filing • Regular outreach to • Review and report
shareholders’ views • Governance and largest investors and results from our
regarding corporate compensation decisions proxy advisory firms to most recent annual
governance, executive incorporate fall discuss important items meeting
compensation and feedback to be considered at the • Review proxy season
sustainability annual meeting trends with Board
• Share investor • Hold annual meeting • Discuss investor
feedback with feedback with
committee members our directors
• Evaluate whether to
revise our current
practices in light of
business priorities,
corporate
governance trends,
best practices and
regulatory
developments

By the Numbers: Shareholder Engagement in 2023

Reached out to Also reached out to A combination of our Chairman,
Top 30 Proxy our HRCC Chair and our NCG

Committee Chair regularly
Advisory
shareholders, participated in
Firms
representing
during Fall engagement meetings
nearly 60% with shareholders
of shares outstanding
These efforts complement management’s outreach through participation by our CEO, CFO and other senior
leaders in investor conferences in the U.S. and abroad, and through regular investor dialogue conducted by our
Investor Relations department.
In 2023, our Investor Relations department led meetings with over 250 equity investors and over 350 debt
investors. We believe these Investor Relations-led engagements help build strong relationships and
goodwill with the analyst and investor community. Some of our investor presentations are made available in
the Investor Events section of Lumen’s corporate website at ir.lumen.com.
Board Responsiveness
Our Board is committed to constructive engagement and dialogue with our investors. We regularly evaluate and
respond to the views expressed by our equity and debt holders. This dialogue has led to enhancements in our
corporate governance, sustainability, and executive compensation activities that the Board believes are in the
best interests of Lumen and our shareholders.
Our 2023 Investor • Board Chairman • Senior Vice President, Investor Relations
Engagement Team • Chair, HRCC Committee • Chief Diversity and Inclusion Officer
• Chair, NCG Committee • Senior Vice President, Treasurer
• Executive Vice President, • Vice President, Deputy General Counsel,
Human Resources Corporate Governance & Transactions
Topics Discussed • Long-Term Incentive (LTI) Framework • Debt Restructuring

• Short-Term Incentive (STI) Framework • Cybersecurity
• Pay for Performance Alignment • Human Capital Resources
• Board Diversity and Refreshment • Succession Planning
• Governance Practices • Corporate Communications
• ESG • Capital Allocation and Growth Strategy
What We Learned • Investors were interested in learning • Investors expressed a desire to see
more about Lumen’s growth strategy, distinct metrics for STI and LTI
long-term strategic plan, capital • Investors asked about Board discussions
allocation, and governance around ethnic/gender diversity and
• Investors were interested in learning several indicated they like to see at least
more about Lumen’s climate action plan 30% gender diversity on the Board.
and the impact our 2022 and 2023
divestitures will have on our plan to set
new science based targets
• Investors wanted to learn more about
succession planning and what went into
the search and selection of Mr. Fowler
to our Board in August 2023
40
The chart below summarizes engagement topics discussed and governance actions taken over the past couple
years in response to specific shareholder feedback or voting guidelines published by our shareholders or
proxy advisors.
Actions taken in response to shareholder input

2021 to Present 2019 to 2020
• Refreshed board with four new directors • Rotated NCG Committee Chair at 2020
• Significantly reduced average Board tenure annual meeting
• No Changes to 2021 compensation program • Independent Chairman named at 2020

design – despite COVID-19 annual meeting
• Commitment to ongoing publication of EEO-1 Data • All non-CEO directors independent since 2020
on Sustainability webpage beginning in April 2022 annual meeting
• Formation of Sustainability • “Rooney Rule” – adopted for director searches

Management Committee • Board Tenure – commitment to lower overall
• LTI - added Relative TSR performance metric average years of service
• Increased disclosure for: • NCG Committee Oversight – clarified political

contributions and lobbying policies
– Board diversity
• STI – added Revenue weighted at 15%
– Cyber security/data privacy
• STI – added a discretionary 20% cap on Individual
– Human capital management Performance Modifier for Named
– ESG Executive Officers
– Incentive design rationale • Goal Rigor – supplemental disclosures to explain
the compelling business rationale for our incentive
– Rigorous goal setting process
compensation performance targets
• CEO Pay – expanded “realized” and “realizable”
pay disclosure
• LTI Performance Period – returned to 3 yr.
cumulative goals
• LTI – added Relative TSR modifier
• No one-time awards
Communications to the Board

Communication with shareholders and other interested parties is an important part of the governance process.
Any shareholder, debtholder or other stakeholder who wishes to contact the Board, the Chairman or any
Director can send correspondence to:
Write: P.O. Box 5061; Monroe, Louisiana 71211
Email: boardinquiries@lumen.com
Long-Term Strategic Planning

To ensure that our business strategies create long-term, sustainable value for our
shareholders, our Board regularly engages in active discussions with management to
formulate and implement appropriate strategies for the Company and each of its business
9
segments. The Board and management routinely discuss key initiatives, potentially
transformative technologies, innovation, culture and corporate governance opportunities
focused on driving long-term value. During 2023, this collaboration targeted
(1) developing new revenue streams; (2) enhancing and scaling capabilities to establish
market leadership; (3) managing costs primarily through digitalizing and automating our special meetings
operations; (4) maximizing cash and encouraging customer migrations to our growth in 2023 to discuss
products; and (5) increasing margins through select price increases. In addition to regular strategic topics
Board and committee meetings, which include presentations and discussions of strategic
and tactical initiatives, the Board participates in an annual in-depth dedicated review of
the Company’s overall strategy with our management team. The Board and our
management team discuss the industry and competitive landscapes, short and long-term
plans, capital allocation strategies and other mission-critical topics.

CEO and Executive Succession Planning

The Board and management recognize the importance of continuously developing our executive talent,
identifying potential outside candidates and preparing for emergency situations. Our HRCC, along with
management, conducts periodic talent reviews that include succession plans for our senior leadership positions,
including 360° peer reviews conducted by the NCG Committee. In 2018, the NCG Committee engaged a
nationally recognized third-party consultant to develop a comprehensive executive management succession
planning strategy and since then Lumen has retained the same consultant to continue to advise the Board and
the company’s leadership with the following objectives:
• View succession planning as an ongoing process, not an “event”
• Develop a succession plan for different scenarios (emergency, accelerated and orderly)
• Link succession planning to strategy by creating a CEO profile that focuses on what is most needed to lead
Lumen now and in the future
• Understand the external market of CEO-ready talent and regularly update this understanding and
benchmark data
• Assess the readiness of current key Lumen executives to assume the CEO and other top positions and
Lumen’s plans and timeframes for addressing any gaps in readiness
• Ensure that key Lumen executives have clear and actionable development plans, including detailed coaching
for key executives and establish a regular and transparent process for leadership and the Board to track
progress against development goals as needed
2019 2020 2021 2022 2023

• Approved an • Refreshed and • Continued to • Completed CEO • Since January 1,
emergency reviewed work with succession plan; 2023, refreshed
succession plan potential external independent Ms. Johnson nearly all of the
and related CEO candidates consulting firm to succeeded senior leadership
communications • Implemented refine our internal Mr. Storey on team by adding
plan actionable and external November 7, seven new
• Completed development development 2022 members to the
assessment of key plans, including processes • Completed CFO team.
Lumen executives detailed coaching, • Received succession plan;
• Created for key Lumen feedback Mr. Stansbury
development executives from CEO succeeded
plans for key regarding senior Mr. Dev on
Lumen executives leadership team April 4, 2022
• Identified and
reviewed
potential external
CEO candidates
42
Risk Oversight
BOARD OF DIRECTORS
Human Resources Nominating

and Compensation and Corporate Risk and Security
Audit Committee Committee Governance Committee Committee
• Internal Controls over • Executive Compensation • ESG (Quarterly) • Enterprise Risk

Financial Reporting (Quarterly) Management (Quarterly)
• Political Contributions
(Quarterly) • Human Capital Strategy (Annually) • Cybersecurity
• Risk Factors included in (Quarterly) • Independence of Directors (Quarterly)
periodic reports (Annual • Workforce related risks and Board Committees • Ethics and Compliance
with Quarterly Reviews) (Quarterly) (Annually) (Quarterly)
• Investment Risk related • Data Privacy (Biannually)
to Treasury Activities
(As Needed)
• Debt Covenant
Compliance
Risk (Annually)
MANAGEMENT
• Under our ERM program, management develops a response plan for prioritized risks, including our cyber incident
response playbook. Management also develops plans for monitoring and mitigating identified key risks.
• Management provides regular reports on our key risks and risk mitigation strategies to the Risk and Security
Committee, and assists other Committees in monitoring the risks for which they are responsible.
• Committees report each quarter on risk issues to the full Board.
ENTERPRISE RISK MANAGEMENT (ERM) PROGRAM
Assess
• The ERM process involves an annual enterprise risks assessment based around 40 key financial, compliance,
operational and strategic risks facing the company. This assessment process is facilitated by Internal Audit in
collaboration with the Ethics & Compliance team within the legal department and involves interviews with executives
across business functions, and consideration of other factors such as the external environmental and the history of
previous issues which could indicate a relatively higher or lower risk in a particular area.
• The results of the assessment are presented by Internal Audit to the senior leaders, the Audit Committee and the Risk
and Security Committee in order to define the most critical risks (typically six to eight) which the Board and
management believe warrant more detailed and frequent monitoring throughout the year.
• Internal Audit also uses the results of this Enterprise Risk Assessment to determine key focus areas within the Internal
Audit plan for the upcoming year and performs a quarterly update to the risk assessment to identify any changes
potentially requiring a Board or Internal Audit response.
Monitor
• For each of the six to eight critical ERM risks we identify executive risk owners who are responsible for defining key
risk indicators, metrics and targets to indicate how effectively the respective risk is being managed.
• On an annual basis each risk owner presents a deep-dive assessment to the Risk & Security Committee explaining their
quantitative measures, goals and plans for the upcoming year.
• On a quarterly basis Internal Audit works with each executive risk owner to update these indicators, identify any
divergence from goals and note actions taken and planned. The risk owners assign specific performance scores to
indicate their overall assessment of their management of that risk. The resulting dashboard and detail for these ERM
risks is presented to the Risk & Security Committee at each quarterly meeting.
• Each Committee regularly reports to the full Board regarding its risk oversight functions.
Align
• The results of the Annual Enterprise Risk Assessment are compared to both the Risk Factors disclosed in the
company’s annual report (10-K) and against the charters and agendas for the Board Committees to ensure alignment
between the Company’s assessment, external disclosures and coverage by the Board of the respective key risks. We
believe this combination of annual and quarterly review by the Board Committees, along with the ability of the Board
to call upon risk owners at any time as required, allows the Board to effectively exercise its oversight function over key
risks to Lumen.

Oversight of As a technology and communications company that transmits large amounts of information
Cybersecurity Risks over our global networks, maintaining the security and integrity of information and systems
under our control is a priority among our operational risk management efforts. We view
cybersecurity risk as an enterprise-wide risk, subject to control and monitoring at various
levels of management throughout the Company. The Risk and Security Committee and its
Chair review Cybersecurity and Data Privacy quarterly and such topics of review include:
• risk assessments from information security, privacy and internal audit management teams
with respect to cybersecurity, including the adequacy and effectiveness of the Company’s
internal controls regarding cybersecurity,
• emerging cybersecurity developments and threats and
• the Company’s strategy to mitigate cybersecurity risks, such as our contingency plans in
the event of security breaches or other system disruptions and cyber insurance coverage.
To assess and mitigate cybersecurity risk, we have implemented a global information security
management program that includes administrative, technical and physical safeguards and we
periodically engage both internal and external auditors and consultants to assess and enhance
our program, all of which is subject to oversight by and reporting to the Risk and Security
Committee. We engage independent external auditors and consultants who are fully
accredited under various information security standards, including those administered by the
International Organization for Standardization and the PCI Security Council. Since 2021,
Lumen has maintained a Technology Security and Privacy Council that meets on a bi-monthly
basis. The meetings are led by Lumen’s Chief Privacy Officer, Chief Security Officer and Chief
Information Officer, who provide organization level updates and also invite other presenters to
provide updates on emerging threats and other topical issues. For additional information,
see our most recent annual report on Form 10-K filed with the SEC.
Oversight of Data In addition to securing our network, we also take steps to protect the content of information
Privacy Risks Lumen collects, stores, uses and shares. Employee and customer information is encrypted,
consistent with industry standards or legal requirements, both at rest and in transmission. We
have adopted a data minimization policy designed to comply with and detect breaches of
applicable laws and provide appropriate protections when sharing information with third
parties, including vendors. We maintain other plans or programs to manage our data privacy
risks, including a privacy policy and a cyber incident response plan. As part of the ERM
process, the Risk and Security Committee receives reports on data privacy protection efforts
and controls across the enterprise.
Oversight of Political Our Board and NCG Committee oversee our political initiatives and annually review Lumen’s
Contributions Risks political and lobbying activities and related budgets. We strive to advocate public policy
solutions that best serve our stakeholders. Our semi-annual Political Contributions Reports
provide transparency in this process, demonstrating ethical corporate governance and
promoting confidence in the democratic process. Specifically, our Reports disclose our
corporate political contributions and those of our political action committees in accordance
with applicable federal and state campaign finance laws and contributions to trade
associations and 501(c) (4) organizations. Although not part of this proxy statement, our most
recent Political Contributions Reports can be located on our website at lumen.com.
Oversight of Our highly competitive business requires skilled and motivated employees and leaders with
Human Capital the necessary expertise to execute our innovation, efficiency and transformation strategies.
Developing and retaining top talent is a priority. The Board regularly discusses with
Management Risks management Lumen’s continuous efforts to attract and retain the caliber of employee with
the type of knowledge and skills necessary to realize our goals. Both our directors and
management set a “tone at the top” through:
• regularly meeting with our most senior human resources executive to discuss culture, talent
strategy and leadership development and staying ahead of market trends by identifying
early the skills needed for our future;
• developing compensation programs that incentivize employees to pursue goals that align
with our strategies and operational imperatives;
• designing strategies to attract a diverse range of skills and perspectives; and
• designing strategies to bridge any gaps in our succession plans by cultivating our in-house
talent or engaging third parties.
Oversight of Our Audit Committee is primarily responsible for assisting the Board in its oversight of
Finance Risks financial risks. In performing this function, the Audit Committee monitors our capital needs
and financing plans and oversees our strategy for managing interest rate and currency risk.
The Audit Committee monitors compliance with debt covenants in our financial instruments,
including those that require us or our subsidiaries to comply with certain maximum levels of
leverage and minimum levels of interest coverage. The Audit Committee also periodically
reviews our pension and other postretirement benefit obligations.
Oversight of Our Board committees oversee certain other risks specified in the preceding section “— Board
Other Risks Committees,” and our Board and committees further oversee the ESG program and other risks
discussed under the heading “ESG Sustainability Leadership” below.
and Information
44
ESG Sustainability Leadership

SENIOR INDEPENDENT
BOARD OF DIRECTORS
MANAGEMENT EXPERTS
The Board and respective Committees, in conjunction with Throughout the As needed,
designated management teams, periodically evaluate our ESG year, our CEO and Lumen partners
programs and seek to identify meaningful opportunities to enhance other members with external,
our programs. of senior independent ESG
management consultants to
Nominating Human provide provide expertise
Risk and leadership and and guidance on
and Corporate Audit Resource and
Security guidance around topics such as:
Governance Committee Compensation
Committee Lumen’s
Committee Committee • Assessments
sustainability
efforts. • Benchmarking
• Has primary • Reviews • Reviews • Reviews
• Calculations
responsibility internal human network
for ESG control over resources, reliability, • Communications
oversight financial executive cybersecurity/ • Strategy
with reporting on compensation, privacy, ERM
• Verification
quarterly a quarterly and and ethics and
reviews and basis and workforce- compliance on
political investment related a quarterly
contributions risks related risks on a basis
oversight to treasury quarterly
with annual activities basis
reviews as needed
SUSTAINABILITY MANAGEMENT COMMITTEE

• Comprised of individuals from across the business including personnel with expertise in corporate
communications, customer experience, data security and privacy, diversity, inclusion and belonging,
environmental, government relations, human resources, internal audit, investor relations, legal, and
sourcing/procurement, amongst other fields
• Designs and oversees our sustainability program
• Meets twice per quarter, both before and after each meeting of the Nominating and Corporate Governance
Committee, to prepare for such meetings and to report on ESG outcomes and action items from
the meetings
Director Compensation
Overview
The Board believes that each of our non-employee directors (whom we also refer to as outside directors or
non-management directors) should be compensated through a mix of cash and equity-based compensation.
Our HRCC, consisting entirely of independent directors, has primary responsibility for periodically reviewing and
considering any revisions to director compensation.
The table and the discussion below summarize how we compensated our outside directors in 2023. This table
does not include compensation paid to our current President and CEO Kate Johnson, who does not receive any
additional compensation for her service as a director. Please see the “Summary Compensation Table” below for
details regarding all compensation paid by us to Ms. Johnson during 2023.

Cash and Stock Payments

Each year, with assistance from its independent consultant, the HRCC reviews the market competitiveness of
our outside director compensation. We review the total compensation for an “average profile” director for their
cash fees (retainer, committee fees and meeting fees) and equity awards and compare those amounts against
director compensation for the “Compensation Benchmarking Peer Group” described on page 112.
In May 2023, following the above-described process and based on input from its independent consultant,
the HRCC made no changes to our director compensation, which we determined was at the 50th percentile
as compared to our peers.
Annual Outside Director Compensation Additional Annual Cash Compensation Supplemental Board Fee
• Non-Executive Chairman of the Board - $200,000
• Non-Executive Vice Chairman of the Board - $100,000(1)
Audit Committee Compensation Committee

• Chair - $35,000 • Chair - $35,000
• Member - $17,500 • Member - $17,500
Nominating and Corporate Risk and Security Committee
Governance Committee
• Chair - $30,000
• Chair - $30,000 • Member - $15,000
• Member - $15,000
(1)
Paid through May 2023, when our Vice Chairman retired and was not replaced.
CASH FEES – We pay each outside director an annual cash retainer of $100,000 (“Annual Board Retainer”) and
annual fees to the chairs and members of each of the committees as set forth in the table above.
We currently pay annual supplemental Board fees to our non-executive Chairman of the Board, Mr. Glenn of
$200,000. The Chairman’s duties are set forth principally in our Corporate Governance Guidelines; see “How
Our Board is Organized—Board Leadership Structure.”
In addition to the above described annual cash fees, if outside directors are requested to perform supplemental
responsibilities, the additional time and effort may be eligible for a discretionary, supplemental cash or
equity compensation.
EQUITY GRANT – During 2023, the HRCC awarded an annual equity grant valued at $200,000 to each outside
director, with the number of shares determined by dividing this target value by the volume-weighted average
closing price of our Common Shares over a 15-day trading period ending prior to the grant date.
On May 17, 2023, following the election of our directors at our 2023 Annual Shareholders Meeting, each outside
director was granted time-vested shares of restricted stock unless the director made an election to defer all or a
portion of the award under our Non-Employee Directors Deferred Compensation Plan (discussed below). For
those directors who elected to defer any portion of the grant, the portion deferred was issued to the director as
time-vested restricted stock units. These awards are scheduled to vest on May 17, 2024 (one year after their
grant), subject to the director’s continued service through that date, with vesting accelerated in certain
circumstances as described in the director’s award agreement.
On August 7, 2023, following his appointment, Mr. Fowler was granted a prorated award of time-vested shares
of restricted stock which will vest on August 7, 2024 (one year after the grant), subject to his continued service
through that date, with vesting accelerated in certain circumstances as described in his award agreement.
Dividends (or, for restricted stock units, dividend equivalents) on these awards are not paid currently but rather
accrue from the grant date through the date of vesting (for restricted stock) or the date of issuance of the
underlying shares (for restricted stock units) and are subject to the same vesting terms as the related award.
As described in further detail in “Compensation Discussion & Analysis—Section Five—HRCC Engagement and
Corporate Governance—Stock Ownership Guidelines” each outside director is expected to beneficially own
Lumen stock equal in market value to five times the annual cash retainer payable to outside directors.
46
2023 Compensation of Outside Directors

Directors’ Compensation
Fees Earned or Stock All Other

Name Paid In Cash Awards(1)(2)(3) Compensation(4) Total
Continuing Directors(5):
Quincy L. Allen $132,500 $201,172 $2,000 $335,672
Martha H. Bejar 147,500 201,172 — 348,672
Peter C. Brown 132,500 201,172 — 333,672
Kevin P. Chilton 147,500 201,172 — 348,672
Steven T. Clontz 132,500 201,172 — 333,672
James Fowler(6) 66,250 144,486 — 210,736
T. Michael Glenn 317,500 201,172 — 518,672
Hal S. Jones 145,625 201,172 — 346,797
Laurie A. Siegel 150,000 201,172 — 351,172
Retiring Director:
Michael J. Roberts(7) 132,500 201,172 — 333,672
Former Director:
W. Bruce Hanks(8) 88,125 — 5,652 88,131
(1)
For fiscal 2023, the HRCC granted an award of restricted shares or restricted stock units (i) on May 17, 2023 to each outside director, except
Mr. Hanks and Mr. Fowler, valued at $200,000 and (ii) a prorated award of restricted shares on August 7, 2023 to Mr. Fowler, based upon
the volume-weighted average closing price of our Common Shares over a 15-day trading period ending prior to the respective grant date.
However, as required by SEC rules, the dollar value reported in this column reflects the grant date fair value of that award based upon the
closing stock price of our Common Shares on the grant date in accordance with FASB ASC Topic 718. These awards vest on the one-year
anniversary of grant date of May 17, 2024 and August 7, 2024, respectively, subject to the director’s continued service through that date
(with vesting accelerated in certain limited circumstances). See “—Cash and Stock Payments.”
(2)
As of December 31, 2023, outside directors held the following unvested equity-based awards: (i) Ms. Siegel and Messrs. Brown, Clontz, Jones
and Roberts each held, 85,605 shares of restricted stock; (ii) Ms. Bejar and Messrs. Allen, Chilton and Glenn each held 85,605 RSUs; and (iii)
Mr. Fowler held 83,038 shares of restricted stock.
(3)
As of December 31, 2023, the following outside directors held the following vested RSUs deferred under the Non-Employee Director
Deferred Compensation Plan: Mr. Allen – 33,050; Ms. Bejar – 44,122; Mr. Chilton – 28,378; Mr. Glenn – 64,195; Mr. Roberts – 14,706. For further
information on our directors’ stock ownership, see “Ownership of Our Securities—Executive Officers and Directors,” and for information on
certain deferred equity and cash fee arrangements, see “—Non-Qualified Deferred Compensation.”
(4)
Includes (i) reimbursements for the cost of annual physical examinations and related travel of $5,652 for Mr. Hanks, (ii) the payments related
to the attendance of the NACD Conference of $2,000 for Mr. Allen. Except as otherwise noted in the prior sentence, the table above does
not reflect reimbursements for travel expenses.
(5)
Does not include Diankha Linear, who was appointed to the Board in February 2024.
(6)
James Fowler was appointed to the Board in August 2023.
(7)
Mr. Roberts’ term will end immediately following the 2024 annual shareholders meeting.
(8)
Mr. Hanks’ term ended immediately following the 2023 annual shareholders meeting.
Non-Qualified Deferred Compensation

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN – In March 2019, the Board adopted a deferred
compensation plan for our non-employee directors. Under this plan, our non-employee directors may defer up
to 100% of their cash and equity compensation.
Participants in the Non-Employee Director Deferred Compensation Plan may elect to receive payment of their
account balances in either two to five annual installments or a lump sum upon a fixed date, separation from
service, or up to five years following separation from service, subject to any federal tax rules governing
deferred compensation.
All cash amounts deferred under this plan by non-employee directors are allocated among deemed investments
that follow the performance of a broad array of funds and are reflected in the market value of each participant’s
account. Distribution amounts will include investment returns (positive or negative).

If a non-employee director elects to defer all or a portion of the director’s annual equity award under this plan,
as noted above, the portion of the award subject to the deferral election will be issued as restricted stock units
instead of shares of restricted stock.
Five of our current directors, Ms. Bejar and Messrs. Allen, Chilton, Glenn and Roberts, participate in this plan.
LEGACY QWEST DEFERRED COMPENSATION PLAN – CLOSED TO NEW PARTICIPANTS
AND CONTRIBUTIONS – In connection with our 2011 merger with Qwest, we assumed the Qwest Deferred
Compensation Plan for Non-Employee Directors. Under this plan, Qwest outside directors could elect to defer all
or a portion of their cash directors’ fees, which were then converted to a number of “phantom units” based on
the value of a share of Qwest stock, with credit for dividends paid to shareholders “reinvested” in additional
phantom units. Plan balances attributable to amounts deferred on or after January 1, 2005, by Qwest directors
who joined our Board following the merger were converted, based on the merger exchange ratio, to phantom
units based on the value of one of our Common Shares. Other than the crediting and “reinvestment”
of dividends for outstanding phantom units, the Company does not make any contributions to and no additional
elective deferrals are permitted under this plan. As of December 31, 2023, Michael J. Roberts was the only
remaining participant in this plan, with a balance of 9,569 phantom units with an aggregate value of
approximately $17,511. Subject to the terms of the plan, Mr. Roberts’ account will be distributed as a lump sum in
cash as soon as practicable following the end of his service as a director at the 2024 annual
shareholders meeting.
Other Benefits
Each outside director is entitled to be reimbursed: (i) for expenses incurred in attending Board and committee
meetings, (ii) for expenses incurred in attending director education programs and (iii) up to $5,000 per year for
the cost of an annual physical examination, plus related travel expenses. We supply company-owned tablets to
certain of our outside directors for use in reviewing materials posted to a dedicated portal that permits
management to communicate with the Board.
Directors may use our aircraft in connection with company-related business. However, we generally do not
permit either our directors or their family members to use our aircraft for personal trips.
Our Bylaws require us to indemnify our directors and officers so that they will be free from undue concern about
personal liability in connection with their service to the Company. We have signed agreements with each of
those individuals contractually obligating us to provide these indemnification rights. We also provide our
directors with customary directors and officers liability insurance.
48
ITEM 2
Independent Auditor
The Audit Committee of the Board has appointed KPMG LLP as our independent auditor for the fiscal
year ending December 31, 2024 and we are submitting that appointment to our shareholders for
ratification on an advisory basis at the meeting. Although shareholder ratification of KPMG’s
appointment is not legally required, we are submitting this matter to the shareholders, as in the past,
as a matter of good corporate practice.
If the shareholders fail to vote on an advisory basis in favor of the appointment, the Audit Committee will
reconsider whether to retain KPMG and may appoint that firm or another without re-submitting the matter to
the shareholders. Even if the shareholders ratify the appointment, the Audit Committee may, in its discretion,
select a different independent auditor at any time during the year if it determines that such a change would be
in the Company’s best interests.
In connection with the audit of the 2023 financial statements, we entered into an engagement letter with KPMG
which sets forth the terms by which KPMG provided audit services to us. Any future disputes between KPMG
and us under that letter will be subject to certain specified alternative dispute resolution procedures, none of
which are intended to restrict the remedies that our shareholders might independently pursue against KPMG.
KPMG has advised us that one or more of its partners plan to participate in the meeting. We understand that
these representatives will be available to respond to appropriate questions and will have an opportunity to make
a statement if they desire to do so.
For a discussion of factors the Audit Committee considered in connection with re-appointing KPMG for
the 2024 audit, see “-Annual Evaluation and Selection of Independent Auditors.”
Ratification of KPMG’s appointment as our independent auditor for 2024 will require the affirmative vote of a
majority of the votes cast on the proposal at the meeting.
The Board unanimously recommends a vote FOR this proposal.
Annual Evaluation and Selection of

Independent Auditors
The Audit Committee annually evaluates the performance of the Company’s independent auditors, including the
senior audit engagement team, and determines whether to re-engage the current independent auditors or
consider other audit firms. KPMG has served as our independent auditors since 1977. In deciding to re-engage
KPMG as the Company’s independent auditors for 2024, the Audit Committee considered a number of
factors, including:
• KPMG’s global capabilities;
• KPMG’s technical expertise and knowledge of the Company’s global operations and industry;
• The quality and candor of KPMG’s communications with the Audit Committee and management;
• KPMG’s independence;
• The quality and efficiency of the services provided by KPMG, including input from management on KPMG’s
performance and how effectively KPMG demonstrated its independent judgment, objectivity and
professional skepticism;

ITEM 2 Ratify KPMG as Our 2024 Independent Auditor
• External data on audit quality and performance, including recent PCAOB reports on KPMG and its peer
firms; and
• The appropriateness of KPMG’s fees, KPMG’s tenure as independent auditors (including the advantages and
disadvantages of a longer tenure) and the controls and processes in place that help ensure KPMG’s
continued independence.
Over the last several years, the Audit Committee has attempted to strike an appropriate balance between
auditor rotation and retention. Over the past few years, KPMG’s engagement partner for our audit has been
rotated more frequently than required. In addition, since our 2017 combination with Level 3, not only has the
engagement partner been rotated multiple times but the KPMG office charged with the audit has alternated
between Shreveport, Louisiana and Denver, Colorado. The factors that the Audit Committee considered that
favored the retention of KPMG as the Company’s independent auditors included:
• Enhanced audit quality – KPMG’s significant institutional knowledge and deep expertise of the Company’s
global business, accounting policies and practices, recent divestiture transactions and internal control over
financial reporting enhance audit quality.
• Competitive fees – Because of KPMG’s familiarity with the Company and the communications industry, audit
and other fees are competitive with peer companies.
• Avoid costs associated with a new auditor – Bringing on new independent auditors would be costly and
require a significant time commitment, which could lead to management distractions.
Audit and Other Fees

The following table lists the aggregate fees and costs billed to us by KPMG and its affiliates for the 2022 and
2023 services identified below:
Fees 2022 2023

Audit Fees(1) $ 12,596,575 $ 13,077,956
Audit-Related Fees(2) 2,079,152 92,806
Tax Fees(3) 283,650 297,419
Other(4) — 157,056
Total Fees $ 14,959,377 $ 13,625,237
(1)
Includes the cost of services rendered in connection with (i) auditing our annual consolidated financial statements, (ii) auditing our internal
control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, (iii) reviewing our quarterly financial
statements, (iv) auditing the financial statements of several of our subsidiaries, (v) statutory audits for certain of our foreign subsidiaries and
(vi) consultations regarding accounting standards.
(2)
Includes (i) the cost of preparing agreed upon procedures reports and providing general accounting consulting services, for both years, and
(ii) 2022 audit-related fees from the divestitures of the Latin American business and incumbent local exchange business, and the 2023
divestiture of the EMEA business.
(3)
Reflects costs associated with general tax planning, consultation and compliance.
(4)
Reflects costs associated to assess program and project activities related to system implementation.
The Audit Committee maintains written procedures that require it to annually review and pre-approve the scope
of all services to be performed by our independent auditor. This review includes an evaluation of whether the
provision of non-audit services by our independent auditor is compatible with maintaining the auditor’s
independence in providing audit and audit-related services. The Committee’s procedures prohibit the
independent auditor from providing any non-audit services unless the service is permitted under applicable law
and is pre-approved by the Audit Committee or its Chairman. The Chairman is authorized to pre-approve
projects if the total anticipated cost of all projects pre-approved by him during any fiscal quarter does not
exceed $250,000. The Audit Committee has pre-approved the Company’s independent auditor to provide up
to $75,000 per quarter of miscellaneous permitted tax services that do not constitute discrete and separate
projects. The Chairman and the Chief Financial Officer are required periodically to advise the full Committee of
the scope and cost of services not pre-approved by the full Committee. Although applicable regulations permit
us to waive these pre-approval requirements in certain limited circumstances, the Audit Committee did not use
these waiver provisions in either 2022 or 2023.
50
Audit Committee Report

Our Audit Committee has oversight authority over Lumen’s financial reporting function, including our internal
controls over financial reporting (“ICFR”) and our external independent audit process. In carrying out its
oversight responsibilities, the Audit Committee:
• monitors management’s responsibility for fairly presenting our financial statements in conformity with U.S.
generally accepted accounting principles (“GAAP”) by maintaining accurate and reliable financial information
through our ICFR processes;
• appoints our independent auditor; and
• regularly communicates with our independent auditor regarding the scope and status of its annual audit of
our consolidated financial statements, including our ICFR.
As part of the Committee’s oversight of the Company’s financial statements, the Committee reviews and
discusses with the Company’s management, and internal and external auditors, management’s key initiatives
and programs aimed at maintaining and improving ICFR, the effectiveness of the Company’s internal and
disclosure control structure and the scope and adequacy of the Company’s internal auditing program.
The Committee met nine times in 2023 and included executive sessions in which the Committee met separately
with KPMG, our independent auditor, as well as representatives of our Internal Audit group and management.
During 2023, the Committee discussed with KPMG: (i) those matters required to be discussed by the applicable
requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”), including the quality
of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of
disclosures in the financial statements; (ii) the written disclosures required by PCAOB regarding the
independent auditor’s communications with audit committees concerning independence; (iii) KPMG’s
independence and the effects that the provision of non-audit services might have on KPMG’s independence;
and (iv) various other matters pertaining to the audit and other matters handled by KPMG. Moreover,
the Committee emphasized the continued importance of an environment supporting the integrity of the
financial reporting process; oversaw the implementation of new accounting standards and appropriate related
internal controls; and coordinated with other committees of the Board to oversee the Company’s risk
management function, especially with respect to matters that could impact the Company’s financial results or
financial position.

Among other matters, over the course of the past year, the Committee also:
• reviewed the scope of and overall plans and • discussed Company capital allocation, investment,
progress for the annual audit and the internal audit and tax planning strategies;
program, including a review of critical accounting • reviewed the performance of KPMG and KPMG’s
estimates and significant unusual transactions; lead engagement partner and planned for the
• reviewed and discussed each quarterly and annual future rotation of the lead engagement partner
financial statements and related earnings press should KPMG be retained as the
releases before issuance, including reviewing the Company’s auditor;
Company’s issuance of guidance and use of non- • reviewed and discussed the effectiveness of our
GAAP financial information, the adequacy of disclosure controls and procedures;
disclosures and management’s ICFR report and
discussion and analysis; • received quarterly reports from the Director of
Internal Audit, including the Company’s work
• discussed our 2023 critical accounting policies regarding ICFR and met with other members of
with KPMG; the Internal Audit staff;
• discussed SEC regulatory changes; • received and discussed reports each quarter on
• reviewed the Company’s debt compliance process, the Company’s significant litigation issues;
including primary debt covenants, debt agreement • received and evaluated a report concerning the
restrictions, maintenance covenant calculations Company’s major financial risks along with the
and liquidity implications; Company’s mitigating actions;
• received reports on the Company’s goodwill • reviewed the Company’s accounting for
impairment testing; income taxes;
• received periodic reports pursuant to our policy • reviewed the Company’s accounting for pension
for the submission of confidential communications assets and liabilities; and
from employees and others about accounting,
internal controls and auditing matters and • received an annual report with regard to any hiring
conducted certain follow-up inquiries of former employees of KPMG.
as necessary;
Taking all of these reviews and discussions into account and subject to the limitations on the role and
responsibilities of the Committee referred to in its charter, the undersigned Committee members recommended
that the Board include the Company’s audited consolidated financial statements in our Annual Report on Form
In addition to the Company’s corporate compliance program and integrity line, the Audit Committee has
established procedures for the receipt and evaluation, on a confidential basis, of any complaints or concerns
regarding our accounting, auditing, financial reporting or related matters. To report such matters, please send
written correspondence to Audit Committee Chair, c/o Post Office Box 4364, Monroe, Louisiana 71211.
Submitted by the Audit Committee of the Board of Directors.
Hal Stanley Jones Quincy L. Allen Peter C. Brown Kevin P. Chilton James Fowler
(CHAIR)
52
ITEM 3
Approval of Our 2024 Equity
Incentive Plan
Our future success depends upon the efforts of our officers, directors, employees, consultants, and advisors. We
believe that our current equity compensation plan, the 2018 Equity Incentive Plan, as amended and restated
(the “2018 Plan”), provides an effective means of attracting, retaining, and motivating qualified key personnel
while encouraging long-term focus on maximizing shareholder value. As noted in the chart on page 61, we had
5,974,868 Common Shares available for grant under the 2018 Plan as of March 21, 2024, which we do not believe
will be sufficient for future grants.
At the meeting, we are asking shareholders to approve our 2024 Equity Incentive Plan (the “Plan”), which
authorizes the issuance of up to 43,000,000 Common Shares, subject to adjustment, plus any Common Shares
subject to incentives previously granted under the 2018 Plan that are subsequently cancelled, forfeited or expire
prior to exercise or realization. If the Plan is approved by our shareholders, no new awards will be made under
the 2018 Plan following March 21, 2024, the record date.
The number of shares of Common Stock authorized under the Plan, and the other share-based disclosures
including in this proposal, do not reflect the implementation of the proposed reverse stock split of our Common
Shares. If the shareholders approve Item 5A at the meeting, then the number of shares of Common Stock
authorized for issuance and other share-based limitations in the Plan will be adjusted accordingly.
We have carefully reviewed the provisions of the Plan in its entirety, and we feel that the plan reflects good
equity compensation practices and is in line with shareholder interests. Our Board, on the recommendation of its
Human Resources and Compensation Committee, has unanimously approved the Plan, subject to approval by
our shareholders at the meeting.
The principal features of the Plan are summarized below. However, this summary is qualified in its entirety by
reference to the full text of the Plan, as attached to this proxy statement as Appendix C. Because this is a
summary, it may not contain all the information that you may consider to be important. Therefore, we
recommend that you read Appendix C carefully before you decide how to vote on this proposal.
Purpose of the Proposal

We believe that providing officers, directors, employees, consultants and advisors with a proprietary interest in
the growth and performance of our Company is crucial to stimulating individual performance while at the same
time enhancing shareholder value. While we believe that employee equity ownership is a significant contributing
factor in achieving strong corporate performance, we recognize that increasing the number of available shares
under incentive plans may potentially dilute the equity ownership of our current shareholders, as further
discussed below and under “Compensation Discussion & Analysis - Section Four - LTI Governance and
Oversight.” However, given the limited number of Common Shares remaining available for issuance under the
2018 Plan (as noted above), coupled with the current trading price of our Common Shares, we believe that
adoption of the Plan is integral to our continued ability to attract, retain, and motivate key stakeholders in a
manner aligned with the interests of our shareholders. We expect that the share reserve under the Plan, if this
proposal is approved by our shareholders, will be sufficient for awards for two years if our trading price remains
consistent and we continue to award cash awards to employees below the executive level. Expectations
regarding future share usage could be impacted by a number of factors such as award type mix, hiring and
promotion activity at the executive level, the rate at which shares are returned to the Plan’s reserve under
permitted addbacks, the future performance of our stock price, and other factors. While we believe that the
assumptions we used are reasonable, future share usage may differ from current expectations.

ITEM 3 Approval of Our 2024 Equity Incentive Plan
Given the limited number of Common Shares remaining available for issuance as of December 31, 2023, for our
annual LTI award in March 2024, we shifted the 60% performance-based portion from equity to cash for our
executives and awarded LTI below executive level in cash for the second year in a row. If shareholders do not
approve the Plan at the annual meeting, we will continue to use our 2018 Plan but, given the limited number of
Common Shares remaining available for issuance as of March 21, 2024, we will be required to re-evaluate our
compensation structure to ensure that it remains competitive. Specifically, if the Plan is not approved, we will
likely increase our use of cash-based employee compensation, which could reduce the alignment of employee
and shareholder interests.
Good Governance Provisions in Our Plan

The Plan incorporates numerous governance best practices, including:
• Minimum one-year vesting requirement. Incentives must be granted with a minimum vesting period of at
least one year except for Incentives related to 5% of the Common Shares reserved for issuance under
the Plan;
• No dividends payable on awards prior to vesting. Payment of dividends or dividend equivalents related to an
Incentive are not payable until the Incentive vests, although dividends or dividend equivalents may accrue on
unvested incentives other than options and stock appreciation rights (“SARs”);
• Responsible share recycling. Any shares surrendered or withheld to satisfy tax withholding on options SARs
or to pay the exercise price of any option will not be added back (recycled) to the Plan. The Plan also
provides that the gross number of SARs exercised or settled, and not just the net shares issued, will count
against the aggregate limit that may be issued under the Plan;
• No discounted options or SARs. Minimum 100% fair market value exercise price for options and SARs;
• No repricing or cash buyouts. Options and SARs may not be repriced and no cash buyout of underwater
options and SARs is permitted without shareholder approval;
• Limitation on annual director awards. A limit of $1 million per calendar year applies to the sum of all
compensation granted to non-employee directors, and the value of non-employee director annual equity
awards may not exceed $500,000 of this limit;
• No excise tax gross-ups. The Plan does not provide for excise tax gross-ups in the event of a change
of control;
• Double-trigger change of control provision. Participants must experience an involuntary termination of
employment for an award to vest as a result of a change of control (a “double trigger”);
• No evergreen. No “evergreen” share increases or automatic “reload” awards;
• Administered by an independent committee. The Plan is administered by an independent committee, and is
benchmarked against Lumen’s peers with the assistance of an independent compensation consultant; and
• Clawback. Incentives granted under the Plan are subject to Lumen’s Policy for the Recovery of Erroneously
Awarded Compensation, and the administrator may impose such other clawback, recovery or recoupment
provisions in an incentive agreement as it determines to be necessary or appropriate and in accordance with
recent regulations.
Burn Rate, Dilution and Overhang

Our burn rate, dilution and overhang measurements below are calculated with respect to our equity
compensation plans. We granted equity incentives to approximately 1,600 officers and employees and 10
outside directors in each of 2021 and 2022 and to approximately 20 officers and employees and 10 outside
directors in 2023. These equity incentive awards were comprised of a mix of time-based restricted shares or
units (TBRS) that generally vest ratably over three years (or cliff vest after one year for non-employee directors)
and performance-based restricted shares or units (PBRS) that generally cliff vest at the end of three years.
We measure our net burn rate as (a) the number of shares subject to issuance under our equity-based awards
(with PBRS reflected at the maximum performance level) granted in a fiscal year (net of cancellations and
forfeitures), divided by (b) the weighted average number of shares of common stock outstanding for that fiscal
year. Our average annual net burn rate over the past three fiscal years is approximately 1.56%. If we exclude the
effects of cancellations and forfeitures, our three-year average annual gross burn rate is approximately 1.12%.
54
We measure dilution as (a) the total number of shares issuable under our unvested and outstanding equity
based awards (with PBRS reflected at the maximum performance level) at the end of the fiscal year, divided by
(b) the total shares of common stock outstanding at the end of the fiscal year. Our average dilution over the last
three fiscal years is approximately 4.67%.
3-Year
(Share Amounts in Thousands) 2023 2022 2021 Average
For the years ending December 31
TBRS and PBRS Granted 14,787 18,788 13,908
Gross Burn Rate 1.50% 1.86% 1.31% 1.56%
TBRS and PBRS Cancelled/Forfeited 6,844 4,524 1,828
Net Burn Rate 0.81% 1.42% 1.14% 1.12%
Unvested TBRS and PBRS 28,052 27,279 22,427
As of December 31
Total shares available for grant 10,909 18,549 35,706
Dilution 3.96% 4.55% 5.49% 4.67%
Weighted-average common stock outstanding 983,081 1,007,517 1,059,541
Common stock outstanding 1,008,486 1,001,688 1,023,512
We also monitor “overhang” to measure the cumulative impact of our equity compensation plans. We measure
overhang as (a) the number of full-value shares subject to equity awards outstanding (with PBRS reflected at
the maximum performance level) plus the number of shares available for grant, divided by (b) the total shares of
common stock outstanding. As of March 21, 2024, our overhang was approximately 3.76%. However, assuming
the Plan had been approved as of March 21, 2024, our overhang would have been approximately 7.41% as of
such date.
Adjusted for Plan Increase as

(Share Amounts in Thousands) As of March 21, 2024 of March 21, 2024
Total full-value awards outstanding 32,247 32,247
Total shares available for grant(1) 5,975 43,000
Common stock outstanding 1,016,006 1,016,006
Overhang 3.76% 7.41%
(1)
No Incentives will be granted under the 2018 Plan after March 21, 2024, unless the Plan is not approved by our shareholders. Upon approval
of the Plan by our shareholders, the shares remaining available for grant under the 2018 Plan will be cancelled and we will cease using the
2018 Plan for new Incentive awards.
Summary of the Plan

Administration of the Plan. The Human Resources and Compensation Committee (or a subcommittee of this
committee; in either case, referred to as the “Committee” in this Item 3) will generally administer the Plan and
has the authority to make awards under the Plan, including setting the terms of the awards. The Committee also
generally has the authority to interpret the Plan, to establish any rules or regulations relating to the Plan, and to
make any other determination that it believes necessary or advisable for proper administration of the Plan.
Subject to the limitations specified in the Plan, the Committee may delegate its authority to our Chief Executive
Officer and/or one or more of our executive officers with respect to grants to employees or consultants who are
not subject to Section 16 of the Exchange Act.
Eligibility. Key employees, officers, and directors of Lumen and our consultants or advisors are eligible to
receive awards (“Incentives”) under the Plan. Based on current estimates, we anticipate that approximately
1,200 officers and employees and 10 outside directors would be eligible to receive Incentives under the Plan,
noting there are currently approximately 1,200 officers and employees and outside directors with outstanding
awards under the 2018 Plan. Incentives may be granted in any one or a combination of the following forms:
incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”),
non-qualified stock options, SARs, restricted stock, restricted stock units (“RSUs”), and other stock-based
awards (“Other Stock-Based Awards”). Each of these types of Incentives is discussed in more detail in “Types
of Incentives” below.

Shares Issuable under the Plan. If the Plan is approved by the shareholders at the meeting, a total of
43,000,000 of our Common Shares are authorized for issuance under the Plan, plus any Common Shares
subject to Incentives previously granted under the 2018 Plan that are subsequently cancelled, forfeited or expire
prior to exercise or realization. The closing price of a Common Share on the record date, as quoted on the
NYSE, was $1.71.
Limitations on Shares Issuable under the Plan. Under the Plan, all of the Common Shares available under the
Plan may be issued upon exercise of options intended to qualify as incentive stock options under the Code. A
limit of $1 million per calendar year applies to the sum of all cash and Incentives and other compensation
granted to non-employee directors, although the maximum value of Incentives that may be granted under the
Plan to each non-employee director of Lumen during a single calendar year is $500,000.
Share Counting. For purposes of determining the maximum number of Common Shares available for delivery
under the Plan, shares that are not delivered because an Incentive is forfeited, canceled, or expired will return to
the Plan and be available for reissuance. However, Common Shares subject to an Incentive will not be recycled if
(a) they are tendered in payment of exercise or base price of a stock option or stock-settled SAR; (b) they were
covered by, but not issued upon settlement of, stock-settled SARs; or (c) they were delivered or withheld by the
Company to satisfy any tax withholding obligation related to stock options or stock-settled SARs. If an
Incentive, by its terms, may only be settled in cash, it will not impact the number of Common Shares available
for issuance under the Plan.
Adjustments to Shares Issuable under the Plan. Proportionate adjustments will be made to all of the share
limitations provided in the Plan, including shares subject to outstanding Incentives, in the event of any
recapitalization, reclassification, stock dividend, stock split, combination of shares, or other comparable change
in our Common Shares, and the terms of any Incentive will be adjusted to the extent appropriate to provide
participants with the same relative rights before and after the occurrence of any such event.
Minimum Vesting Periods. Except for any Incentives that are issued in payment of cash amounts earned under
our short-term incentive program, all Incentives must be granted with a minimum vesting period of at least one
year without providing for incremental vesting during that first year, except that Incentives covering up to 5% of
the Common Shares reserved for issuance under the Plan may be granted without compliance with this
minimum vesting requirement.
Dividends and Dividend Equivalents. The Plan provides that the Committee may grant dividends or dividend
equivalent rights on certain types of awards (restricted stock, RSUs, and Other Stock-Based Awards). If the
Committee elects to grant such rights, any such rights must vest and pay out or be forfeited in tandem with
underlying Incentives rather than during the vesting period.
Amendments to the Plan. Our Board may amend or discontinue the Plan at any time. However, our shareholders
must approve any amendment to the Plan that would:
• materially increase the number of Common Shares that may be issued through the Plan;
• materially increase the benefits accruing to participants;
• materially expand the classes of persons eligible to participate;
• expand the types of awards available for grant;
• materially extend the term of the Plan;
• materially reduce the price at which Common Shares may be offered through the Plan; or
• permit the repricing of an option or stock appreciation right.
Duration of the Plan. No Incentives may be granted under the Plan after May 15, 2034 (the tenth anniversary of
the date on which the Plan was initially approved by our shareholders).
Clawback. All Incentives granted under the Plan will be subject to such deductions, clawback, recoupment or
recovery as may be required to be made (x) pursuant to any applicable policy adopted by the Company which
provides for such deduction, clawback, recoupment or recovery, as currently effective or subsequently
amended, or (y) to the extent required pursuant to any currently effective or subsequently adopted law,
government regulation or stock exchange listing requirement.
56
Types of Incentives. Each type of Incentive that may be granted under the Plan is described below.
Stock Options. A stock option is a right to purchase Common Shares from Lumen. The Committee will determine
the number and exercise price of the options, and the time or times that the options become exercisable,
provided that the option exercise price may not be less than the fair market value of a Common Share on the
date of grant, except for an option granted in substitution of an outstanding award in an acquisition. The term of
an option will also be determined by the Committee, but may not exceed ten years. The Committee may
accelerate the exercisability of any stock option at any time. As noted above, the Committee may not, without
the prior approval of our shareholders, decrease the exercise price for any outstanding option after the date of
grant. In addition, an outstanding option may not, as of any date that the option has a per share exercise price
that is greater than the then-current fair market value of a Common Share, be surrendered to us as
consideration for the grant of a new option with a lower exercise price, another Incentive, a cash payment,
or Common Shares, unless approved by our shareholders. Incentive stock options will be subject to certain
additional requirements necessary in order to qualify as incentive stock options under Section 422 of the Code.
The option exercise price may be paid:
• in cash or by check;
• in Common Shares;
• through a “cashless” exercise arrangement with a broker approved by Lumen;
• through a net exercise procedure if approved by the Committee; or
• in any other manner authorized by the Committee.
Stock Appreciation Rights. A stock appreciation right, or SAR, is a right to receive, without payment to Lumen,
a number of Common Shares determined by dividing the product of the number of shares as to which the stock
appreciation right is exercised and the amount of the appreciation in each share by the fair market value of a
share on the date of exercise of the right. The Committee will determine the base price used to measure share
appreciation (which may not be less than the fair market value of a Common Share on the date of grant),
whether the right may be paid in cash, and the number and term of stock appreciation rights, provided that the
term of a SAR may not exceed ten years. The Committee may accelerate the exercisability of any SAR at any
time. The Plan restricts decreases in the base price and certain exchanges of SARs on terms similar to the
restrictions described above for options.
Restricted Stock. The Committee may grant Common Shares subject to restrictions on sale, pledge, or other
transfer by the recipient for a certain restricted period. All shares of restricted stock will be subject to such
restrictions as the Committee may provide in an agreement with the participant, including provisions that may
obligate the participant to forfeit the shares to us in the event of termination of employment or if specified
performance goals or targets are not met. Subject to restrictions provided in the participant’s incentive
agreement and the Plan, a participant receiving restricted stock shall have all of the rights of a shareholder as to
such shares, including the right to receive dividends although, as noted above, any such dividends would not be
paid currently but would vest or be forfeited in tandem with the related shares of restricted stock.
Restricted Stock Units. A restricted stock unit, or RSU, represents the right to receive from Lumen one Common
Share on a specific future vesting or payment date. All RSUs will be subject to such restrictions as the
Committee may provide in an agreement with the participant, including provisions that may obligate the
participant to forfeit the RSUs in the event of termination of employment or if specified performance goals or
targets are not met. Subject to the restrictions provided in the incentive agreement and the Plan, a participant
receiving RSUs has no rights of a shareholder until Common Shares are issued to him or her. RSUs may be
granted with dividend equivalent rights. Any such dividend equivalent rights would not be paid currently but
would vest or be forfeited in tandem with the related RSUs.
Other Stock-Based Awards. The Plan also permits the Committee to grant to participants awards of Common
Shares and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are
otherwise based on the value of, or the appreciation in value of, Common Shares (other stock-based awards).
The Committee has discretion to determine the times at which such awards are to be made, the size of such
awards, the form of payment, and all other conditions of such awards, including any restrictions, deferral
periods, or performance requirements.

Termination of Employment. In the event that a participant ceases to be an employee of Lumen or its
subsidiaries or to provide services to us for any reason, including death, disability, early retirement, or normal
retirement, any Incentives may be exercised, shall vest, or shall expire at such times as provided in the
applicable incentive agreement or as may be otherwise determined by the Committee.
Change of Control. Upon a change of control of Lumen, as defined in the Plan, the vesting of time-based
Incentives will only occur if an employee participant has a contemporaneous or subsequent involuntary
termination of employment as provided in the applicable agreement. In addition, the payout of any
performance-based Incentives upon a change of control may not exceed the greater of a pro-rata payout based
on target performance or payout of the Incentive based on actual performance. However, within certain time
periods and under certain conditions, the Committee may:
• require that all outstanding Incentives be exercised by a certain date;
• require the surrender to Lumen of some or all outstanding Incentives in exchange for a stock or cash payment
for each Incentive equal in value to the per share change of control value, calculated as described in the Plan,
over the exercise or base price, if any;
• make any equitable adjustment to outstanding Incentives as the Committee deems necessary to reflect our
corporate changes; or
• provide that an Incentive shall become an Incentive relating to the number and class of shares of stock or
other securities or property (including cash) to which the participant would have been entitled in connection
with the change of control transaction if the participant had been a shareholder.
Transferability of Incentives. No Incentives granted under the Plan may be transferred, pledged, assigned, or
otherwise encumbered by a participant except: (a) by will; (b) by the laws of descent and distribution;
(c) if permitted by the Committee and so provided in the applicable incentive agreement, pursuant to a
domestic relations order, as defined in the Code; or (d) as to options only, if permitted by the Committee and
so provided in the applicable incentive agreement, to immediate family members or to a partnership,
limited liability company or trust for which the sole owners, members or beneficiaries are the participant or
immediate family members.
Tax Withholding. We may withhold from any payments or share issuances under the Plan, or collect as a
condition of payment, any taxes required by law to be withheld. The participant may, but is not required to,
satisfy his or her withholding tax obligation by electing to deliver currently-owned Common Shares, or to have
us withhold shares from the shares the participant would otherwise receive, in either case having a value equal
to the maximum amount required to be withheld. This election must be made prior to the date on which the
amount of tax to be withheld is determined. The Committee has the right to disapprove of any such election,
except for participants who are subject to Section 16 of the Exchange Act.
Purchase of Incentives. The Committee may approve the repurchase by Lumen of an unexercised or unvested
Incentive from the holder by mutual agreement, so long as the repurchase would not constitute the repricing of
an option or SAR.
Federal Income Tax Consequences

The federal income tax consequences related to the issuance of the different types of Incentives that may be
awarded under the Plan are summarized below. Participants who are granted Incentives under Plan should
consult their own tax advisors to determine the tax consequences based on their particular circumstances.
Stock Options. A participant who is granted a stock option normally will not realize any income, nor will we
normally receive any deduction for federal income tax purposes, in the year the option is granted.
When a non-qualified stock option granted under the Plan is exercised, the participant will realize ordinary
income measured by the difference between the aggregate purchase price of the shares acquired and the
aggregate fair market value of the shares acquired on the exercise date and, subject to the limitations of Section
162(m) (as described below), we will be entitled to a deduction in the year the option is exercised equal to the
amount the participant is required to treat as ordinary income.
58
Incentive stock options may only be granted to employees. An employee generally will not recognize any
income upon the exercise of any incentive stock option, but the excess of the fair market value of the shares at
the time of exercise over the option price will be an item of tax preference, which may, depending on particular
factors relating to the employee, subject the employee to the alternative minimum tax imposed by Section 55 of
the Code. The alternative minimum tax is imposed in addition to the federal individual income tax, and it is
intended to ensure that individual taxpayers do not completely avoid federal income tax by using preference
items. An employee will recognize capital gain or loss in the amount of the difference between the exercise
price and the sale price on the sale or exchange of shares acquired pursuant to the exercise of an incentive
stock option, provided the employee does not dispose of such shares within two years from the date of grant
and one year from the date of exercise of the incentive stock option (the holding periods). An employee
disposing of such shares before the expiration of the holding periods will recognize ordinary income generally
equal to the difference between the option price and the fair market value of the shares on the date of exercise.
The remaining gain, if any, will be capital gain. We will not be entitled to a federal income tax deduction in
connection with the exercise of an incentive stock option, except where the employee disposes of the shares
received upon exercise before the expiration of the holding periods.
If the exercise price of a non-qualified option is paid by the surrender of previously-owned shares, the basis and
the holding period of the previously-owned shares carry over to the same number of shares received in
exchange for the previously-owned shares. The compensation income recognized on exercise of these options is
added to the basis of the shares received. If the exercised option is an incentive stock option and the shares
surrendered were acquired through the exercise of an incentive stock option and have not been held for the
holding periods, the optionee will recognize income on such exchange, and the basis of the shares received will
be equal to the fair market value of the shares surrendered. If the applicable holding period has been met on the
date of exercise, there will be no income recognition and the basis and the holding period of the previously
owned shares will carry over to the same number of shares received in exchange, and the remaining shares will
begin a new holding period and have a zero basis.
Stock Appreciation Rights. Generally, a participant who is granted a SAR under the Plan will not recognize any
taxable income at the time of the grant. The participant will recognize ordinary income upon exercise equal to
the amount of cash or the fair market value of the shares received on the day they are received.
In general, there are no federal income tax deductions allowed to Lumen upon the grant of SAR. Upon the
exercise of the SAR, however, we will be entitled to a deduction equal to the amount of ordinary income that
the participant is required to recognize as a result of the exercise, provided that the deduction is not otherwise
disallowed under Section 162(m).
Restricted Stock. Unless the participant makes an election to accelerate recognition of the income to the date
of grant under Section 83(b) of the Code (as described below), the participant will not recognize income,
and we will not be allowed a tax deduction, at the time the restricted stock award is granted. When the
restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the shares as
of that date, and we will be allowed a corresponding federal income tax deduction at that time, subject to any
applicable limitations under Section 162(m). If the participant files an election under Section 83(b) of the Code
within 30 days of the date of grant of restricted stock, the participant will recognize ordinary income as of the
date of the grant equal to the fair market value of the shares as of that date, and we will be allowed a
corresponding federal income tax deduction at that time, subject to any applicable limitations under Section
162(m). Any future appreciation in the shares will be taxable to the participant at capital gains rates. If the shares
are later forfeited, however, the participant will not be able to recover the tax previously paid pursuant to a
Section 83(b) election.
Restricted Stock Units. A participant will not be deemed to have received taxable income upon the grant of
RSUs. The participant will be deemed to have received taxable ordinary income at such time as shares are
distributed with respect to the RSUs in an amount equal to the fair market value of the shares distributed to the
participant. Upon the distribution of shares to a participant with respect to RSUs, we will ordinarily be entitled to
a deduction for federal income tax purposes in an amount equal to the taxable ordinary income of the
participant, subject to any applicable limitations under Section 162(m). The basis of the shares received will
equal the amount of taxable ordinary income recognized by the participant upon receipt of such shares.
Other Stock-Based Awards. Generally, a participant who is granted an Other Stock-Based Award under the Plan
will recognize ordinary income at the time the cash or Common Shares associated with the award are received.
If shares are received, the ordinary income will be equal to the excess of the fair market value of the shares
received over any amount paid by the participant in exchange for the shares.

In the year that the participant recognizes ordinary taxable income in respect of such Incentive, we will be
entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that the
participant is required to recognize, provided that the deduction is not otherwise disallowed
under Section162(m).
Section 162(m). Section 162(m) of the Code limits the amount of compensation paid to certain covered
employees that we may deduct for federal income tax purposes to $1 million per employee per year. Under
Section 162(m), “covered employees” consist of any individual who served as our CEO or CFO at any time
during the taxable year plus the three other most highly-compensated officers (other than the CEO and CFO)
for the taxable year. Once an individual becomes a covered employee for any taxable year beginning after
December 31, 2016, that individual will remain a covered employee for all future years, including after
termination of employment or even death. As a result, compensation payable to a covered employee under the
Plan that might otherwise be deductible may not be deductible if all compensation paid to the employee for the
taxable year exceeds $1 million.
Section 409A of the Code. If any Incentive constitutes non-qualified deferred compensation under Section
409A, it will be necessary that the Incentive be structured to comply with Section 409A to avoid the imposition
of additional tax, penalties, and interest on the participant.
Tax Consequences of a Change of Control. If, upon a change of control of Lumen, the exercisability, vesting,
or payout of an Incentive is accelerated, any excess on the date of the change of control of the fair market value
of the shares or cash issued under accelerated Incentives over the purchase price of such shares, if any, may be
characterized as “parachute payments” (within the meaning of Section 280G of the Code) if the sum of such
amounts and any other such contingent payments received by the employee exceeds an amount equal to three
times the “base amount” for such employee. The base amount generally is the average of the annual
compensation of the employee for the five years preceding such change in ownership or control. An “excess
parachute payment,” with respect to any employee, is the excess of the parachute payments to such person,
in the aggregate, over and above such person’s base amount. If the amounts received by an employee upon a
change of control are characterized as parachute payments, the employee will be subject to a 20% excise tax on
the excess parachute payment and we will be denied any deduction with respect to such excess
parachute payment.
The foregoing discussion summarizes the federal income tax consequences of Incentives that may be granted
under the Plan based on current provisions of the Code, which are subject to change. This summary does not
cover any foreign, state, or local tax consequences.
Plan Benefits. Awards under the Plan are subject to the discretion of the Committee and, except as noted
below, no determinations have been made by the Committee as to any awards that may be granted in the future
pursuant to the Plan. Therefore, it is not possible to determine the benefits that will be received in the future by
participants in the Plan.
Certain tables below, under “Compensation—Compensation Tables,” including the Summary Compensation
Table, Grants of Plan-Based Awards table, Outstanding Equity Awards table, and Stock Vesting Table, set forth
information with respect to prior awards granted to our NEOs under our stock incentive plans.
In early 2024, the Committee approved the following awards under the 2018 Plan to the individuals and groups
noted below:
Number of
Name and Position/Group TBRSs(1)
Kate Johnson, President and CEO 3,609,194
Chris Stansbury, EVP and CFO 1,393,022
Stacey W. Goff, EVP, General Counsel and Secretary —
Ashley Haynes-Gaspar, EVP and Chief Revenue Officer 595,200
Scott A. Trezise, Former EVP, Human Resources —
Executive Officer Group (4 persons) 5,597,416
Non-Employee Director Group 34,317
Non-Executive Officer Employee Group 5,597,037
(1)
The Committee also approved separate performance-based long-term cash incentive awards for our senior officers in lieu of the
equity-͏based performance awards granted in prior years, given the limited number of shares available under the 2018 Plan.
60
Vote Required
Approval of the Plan requires the affirmative vote of the holders of a majority of the votes cast on the proposal
at the meeting by holders of our Voting Shares.
Equity Compensation Plan Information

The following tables provide information as of December 31, 2023, and March 21, 2024, about our equity
compensation plans under which Common Shares are authorized for issuance.
As of December 31, 2023
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of plans (excluding
outstanding options outstanding options securities reflected in
Plan Category and rights (a)(1) and rights (b)(2) column (a)) (c)
Equity Compensation Plans approved 16,535,500 $— 10,909,097
by shareholders
Equity Compensation Plans not approved — $— —
by shareholders
(3) (4)
Totals 16,535,500 $— 10,909,097
(1)
These amounts include restricted stock units, some of which represent the difference between the number of shares of restricted stock
subject to market conditions granted at target and the maximum possible payout for these awards. Depending on performance, the actual
share payout of these awards may range between 0 and 200% of target.
(2)
The amounts in column (a) include restricted stock units, which do not have an exercise price.
(3)
This figure consists of 3,298,908 Common Shares subject to restricted stock units (RSUs). In addition, as of December 31, 2023, we had
24,753,874 unvested shares of restricted stock outstanding (which, when combined with the Common Shares subject to RSUs in the prior
sentence, yields a total of 28,052,782 full-value awards outstanding). These were the only types of equity awards outstanding as of
December 31, 2023.
(4)
Represents the number of shares remaining available for issuance as new awards under our 2018 Plan as of December 31, 2023.
As of March 21, 2024
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of plans (excluding
outstanding options outstanding options securities reflected in
Plan Category and rights (a)(1) and rights (b)(2) column (a)) (c)
Equity Compensation Plans approved 12,532,528 $— 5,974,868
by shareholders
Equity Compensation Plans not approved — $— —
by shareholders
(3) (4)
Totals 12,532,528 $— 5,974,868
(1)
These amounts include restricted stock units, some of which represent the difference between the number of shares of restricted stock
subject to market conditions granted at target and the maximum possible payout for these awards. Depending on performance, the actual
share payout of these awards may range between 0 and 200% of target.
(2)
The amounts in column (a) include restricted stock units, which do not have an exercise price.
(3)
This figure consists of 2,412,990 Common Shares subject to restricted stock units (RSUs). In addition, as of March 21, 2024, we had
29,833,854 unvested shares of restricted stock outstanding (which, when combined with the Common Shares subject to RSUs in the prior
sentence, yields a total of 32,246,844 full-value awards outstanding). These were the only types of equity awards outstanding as of March
21, 2024.
(4)
Represents the number of shares remaining available for issuance as new awards under our 2018 Plan as of March 21, 2024. If the Plan is
approved by our shareholders, these shares will be cancelled.

ITEM 4
Ratify the Amendment and
Restatement of Our NOL Rights Plan
Our Board is inviting shareholders to vote to ratify that certain Second Amended and Restated Section 382
Rights Agreement, effective as of December 1, 2023 (the “Restated Plan”), between the Company and
Computershare Trust Company, N.A., as rights agent.
The Restated Plan amends and restates that certain Amended and Restated Section 382 Rights Agreement,
dated as of May 9, 2019, as amended effective December 1, 2020 (as amended through such date, the “2019
Plan”), which is intended to diminish the risk that the Company could experience an “ownership change” as
defined under Section 382 of the Internal Revenue Code of 1986 (the “Code”), which could substantially limit the
Company’s ability to use its net operating loss carryovers (collectively, the “NOLs”) to reduce anticipated future
tax liabilities. Previously at each of our 2019 and 2021 annual meetings of shareholders, our shareholders ratified
the 2019 Plan by approximately 90% of the votes cast.
The Restated Plan is intended to act as a deterrent to any person or group seeking to acquire “beneficial
ownership” of 4.9% or more of the Company’s outstanding Common Shares without the approval of the Board.
The following description of the Restated Plan is qualified in its entirety by reference to the text of the Restated
Plan, which is attached to this proxy statement as Appendix D. We urge you to read the Restated Plan carefully
in its entirety as the discussion below is only a summary.
Description of the Restated Plan

The Restated Plan, which has been unanimously approved by the Company’s Board of Directors, (1) extends the
expiration date of the 2019 Plan from December 1, 2023 to December 1, 2026, (2) provides for early termination
of the Restated Plan if the Company fails to obtain shareholder approval thereof by December 1, 2024,
(3) reduces the purchase price from $28 to $9 per one ten-thousandth of a NOL Preferred Share (as defined
below), (4) removes certain provisions specific to a former shareholder of the Company and its affiliates, and
(5) reflects certain minor updates and clarifying or ministerial changes. Otherwise, the Restated Plan retains the
other terms and provisions of the 2019 Plan, including certain other specified early termination events
summarized below.
The Restated Plan extends the 2019 Plan’s expiration date through December 1, 2026 to protect the Company’s
NOLs of approximately $800,000,000 as of December 31, 2023, which for U.S. federal income tax purposes can
be used to offset future taxable income. Despite the extension of the expiration date, the Company cannot
provide assurance as to whether, when or in what amounts it will be able to use its NOLs. The Restated Plan
serves only as a deterrent through the threat of dilution, not a prohibition, to share accumulations that could
result in the occurrence of an “ownership change” as defined under Section 382 of the Internal Revenue Code.
Any such “ownership change” would substantially limit the Company’s ability to use its NOLs to reduce
anticipated future tax payments.
If our shareholders do not ratify the Restated Plan at the annual meeting (or a special meeting of shareholders
held by December 1, 2024), the Restated Plan will automatically expire on December 1, 2024.
General. Under the Restated Plan, since February 25, 2019, each of our Common Shares has carried with it one
preferred share purchase right (each, a “Right”), until the earlier of the Distribution Date (as defined below) or
expiration of the Rights, as described below. In general, any person that, together with all Affiliates and
Associates (each as defined in the Restated Plan), acquires 4.9% or more of our outstanding Common Shares
after February 13, 2019, will be subject to significant potential dilution, at the discretion of the Board. The
Restated Plan provides that shareholders that owned 5.0% of our outstanding Common Shares on
February 13, 2019, would not, subject to certain conditions, trigger the Restated Plan. To the Company’s
knowledge, there are no current holders of our Common Shares that held 5.0% or more of our outstanding
Common Shares on February 13, 2019 for purposes of Section 382 of the Code.
The Board may, in its sole discretion prior to the Distribution Date, exempt any person or group for purposes of
the Restated Plan if the Board determines the acquisition by such person or group will not jeopardize tax
benefits or is otherwise in the Company’s best interests. Any person that acquires Common Shares in violation
of the Restated Plan’s limitations is known as an “Acquiring Person.” Notwithstanding the foregoing, a Person
shall not be an “Acquiring Person” if the Board determines at any time that a Person who would otherwise be an
“Acquiring Person” has become such without intending to become an “Acquiring Person,” and such Person
divests as promptly as practicable (or within such period of time as the Board determines is reasonable)
a sufficient number of our Common Shares so that such Person would no longer be an “Acquiring Person”
as defined pursuant to the Restated Plan. The Restated Plan is not expected to interfere with any merger or
other business combination approved by our Board.
62
ITEM 4 Ratify the Amendment and Restatement of Our NOL Rights Plan
The Rights. Beginning on February 25, 2019 and ending on the Distribution Date or earlier expiration of the
Rights, the Rights have traded with and will continue to trade with, and have been inseparable from and will
continue to be inseparable from, our Common Shares outstanding during this period, including Common Shares
issued hereafter.
Exercise Price. Each Right allows its holder to purchase from the Company one ten-thousandth of a share of
Series CC Junior Participating Preferred Stock (“NOL Preferred Share”) for $9, subject to adjustment (the
“Exercise Price”), once the Rights become exercisable. This fraction of a NOL Preferred Share is intended to
provide the shareholder approximately the same dividend, voting and liquidation rights as would one share of
common stock. Prior to exercise, each Right does not give its holder any dividend, voting, or liquidation rights.
We refer to the date when the Rights become exercisable as the “Distribution Date.” Until that date or earlier
expiration of the Rights, each Common Share (whether certificated or book-entry) also evidences the Rights,
and any transfer of our Common Shares also constitutes a transfer of Rights. After the Distribution Date,
the Rights will separate from our Common Shares and be evidenced by book-entry credits or by Rights
certificates that we will mail or furnish to all eligible holders of our Common Shares. Any Rights held by an
Acquiring Person, or any Affiliates or Associates thereof, will be void and will not be exercisable.
Consequences of a Person or Group Becoming an Acquiring Person. If a person or group becomes an
Acquiring Person, all holders of Rights except the Acquiring Person, or any Affiliates or Associates of the
Acquiring Person, may, upon payment of the Exercise Price and subject to the terms and conditions of the
Restated Plan, purchase our Common Shares with an aggregate market value of twice the Exercise Price,
based on the “current per share market price” of our Common Shares (as defined in the Restated Plan) on the
date of the acquisition that resulted in such person or group becoming an Acquiring Person.
Exchange. After a person or group becomes an Acquiring Person, our Board in its sole discretion may extinguish
the Rights by exchanging one Common Share or an equivalent security for each Right, other than Rights held by
the Acquiring Person or any Affiliates or Associates of the Acquiring Person.
Preferred Share Provisions. Subject to adjustment in certain instances, each one ten-thousandth of a NOL
Preferred Share, if issued:
• would not be redeemable;
• would entitle holders to dividends equal to the dividends, if any, paid on one Common Share;
• would entitle holders upon liquidation either to receive $1.00 or an amount equal to the payment made on
one Common Share, whichever is greater;
• would vote together with the Common Shares as one class on all matters submitted to a vote of our
shareholders and would have the same voting power as one Common Share, except as otherwise provided by
law; and
• would entitle holders to a per share payment equal to the payment made on one Common Share, if our
Common Shares are exchanged via merger, consolidation, or a similar transaction.
Exercisability. The Rights will not be exercisable until 10 business days (as may be extended in the sole
discretion of the Board) after the public announcement that a person or group has become an Acquiring Person
unless the Restated Plan is theretofore terminated or the Rights are theretofore redeemed (as described below).
Redemption. Our Board may redeem the Rights for $0.0001 per Right at any time before the Distribution Date.
If our Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right
of the holders of Rights will be to receive the redemption price of $0.0001 per Right (the “Redemption Price”),
subject to adjustment as noted below.
Expiration. The Rights will expire on the earliest of (i) December 1, 2026, (ii) the time at which the Rights are
redeemed, (iii) the time at which the Rights are exchanged, (iv) the time at which the Board determines that the
Company’s NOLs are utilized in all material respects or that an ownership change under Section 382 of the Code
would not adversely impact in any material respect the time period in which the Company could use the NOLs,
or materially impair the amount of the NOLs that could be used by the Company in any particular time period,
for applicable tax purposes, (v) December 1, 2024 if approval of the Restated Plan by the affirmative vote of a
majority of the votes cast at a duly called shareholders meeting has not been obtained prior to such date, or (vi)
a determination by the Board, prior to the Distribution Date, that the Restated Plan and the Rights are no longer
in the best interests of the Company and its shareholders.

ITEM 4 Ratify the Amendment and Restatement of Our NOL Rights Plan
Adjustment Provisions. Upon the terms and conditions specified in the Restated Plan, one or more of the
Exercise Price, the number of NOL Preferred Shares issuable per Right, the number of outstanding Rights and
the Redemption Price are subject to adjustment in connection with a stock dividend, a subdivision,
a combination or consolidation of our Common Shares or NOL Preferred Shares (by reclassification or
otherwise) or any similar transaction in order to preserve equivalent rights of the holders of Rights. Pursuant to
Item 5A of this proxy statement, the Board is soliciting approval at the annual meeting] of a proposal that would
grant the Board discretionary authority to amend our articles of incorporation to effect a reverse stock split. If
such proposal is approved and implemented, (i) each Right would entitle its holder to purchase a larger number
of one-ten-thousandths of a NOL Preferred Share in exchange for the Exercise Price and (ii) the Redemption
Price would be increased, in each case in accordance with the adjustment provisions in the Restated Plan.
Amendments. The terms of the Restated Plan may be amended without the consent of the holders of the
Rights, including to effect additional extensions of the expiration date of the Rights in the future. After any
Distribution Date, the Restated Plan may not be amended in a way that adversely affects holders of the Rights
(other than an Acquiring Person, or an Affiliate or Associate thereof).
Certain Factors Shareholders Should Consider

Our Board believes that continuing to take measures to safeguard the Company’s NOLs through December 1,
2026 is in our shareholders’ best interests. However, you should consider the factors below when making your
decision with respect to the ratification of the Restated Plan.
Continued Risk of Ownership Change. Although the Restated Plan is a deterrent measure intended to reduce
the likelihood of an “ownership change,” we cannot assure you that it will be effective. The amount by which an
ownership interest may change in the future could be affected by many factors, including purchases and sales of
shares by shareholders holding 5% or more of our outstanding Common Shares notwithstanding the deterrent
effects of the Restated Plan, decisions over which we have little or no effective control.
Anti-Takeover Effect. While the Restated Plan is not intended to prevent or discourage a proposal to acquire
the Company, it may have a potential anti-takeover effect because an Acquiring Person may have his ownership
interest diluted upon the occurrence of a triggering event. Accordingly, the overall effects of the Restated Plan
may be to render more difficult or discourage a merger, tender offer, or assumption of control by a substantial
holder of our securities. However, as is the case with traditional shareholder rights plans, the Restated Plan
should not interfere with any merger or other business combination approved by the Board.
Potential Impact on Value. The Restated Plan could have a negative impact on the trading price and intrinsic
value of our Common Shares by deterring persons or groups of persons from acquiring our Common Shares,
including in acquisitions for which some shareholders might receive a premium above market value.
Potential Effects on Liquidity. The Restated Plan is intended to deter persons or groups of persons from
acquiring beneficial ownership of our Common Shares in excess of the specified limitations. A shareholder’s
ability to dispose of our Common Shares may be limited if the Restated Plan reduces the number of persons
willing to acquire our Common Shares or the amount they are willing to acquire. A shareholder may become an
Acquiring Person upon actions taken by persons related to, or affiliated with, them. Shareholders are advised to
carefully monitor their ownership of our Common Shares and consult their own legal advisors or the Company
to determine whether their ownership of the shares approaches the proscribed level.
Potential Challenge to the Company’s NOLs. The Internal Revenue Service (the “IRS”) could challenge the
amount of our NOLs, which could limit our ability to use our NOLs to reduce our future taxable income.
In addition, determining whether an ownership change has occurred is subject to uncertainty, both because
of the complexity and ambiguity of Section 382 of the Code and because of limitations on the ability of a
publicly-͏traded company to timely and comprehensively monitor changes in the ownership of its stock.
Therefore, we cannot assure you that the IRS or another taxing authority will not claim that we experienced an
ownership change and attempt to reduce or eliminate the benefit of our NOLs, even if the Restated Plan is
in place.
Vote Required
Approval of this proposal will require the affirmative vote of the holders of a majority of the votes cast on the
proposal at the meeting by holders of our Voting Shares.
64
ITEMS 5A, 5B, and 5C
Amendments to Articles to Authorize a
Reverse Stock Split, Reduce our
Authorized Common Shares, and
Eliminate the Par Value of our
Common Shares
Under Item 5A (the “Reverse Split Proposal”), the Board is recommending that our shareholders grant the Board
discretionary authority to amend our Articles of Incorporation to effect a reverse stock split on the terms and
conditions described herein (a “Reverse Stock Split”). Under closely-related Items 5B and 5C, the Board is also
recommending to amend our Articles of Incorporation to reduce the number of our authorized Common Shares
and to eliminate the par value of our Common Shares, respectively, on the terms and conditions specified below.
Attached hereto as Appendix E is the text of the proposed form of Articles of Amendment to our Articles of
Incorporation (the “Articles of Amendment”), which reflects all of the amendments proposed pursuant to Items
5A, 5B and 5C
ITEM 5A
Approval of a Reverse Stock Split
We are proposing that the Board have the discretion to select the Reverse Stock Split ratio (the “Reverse Split
Ratio”) from within a range between and including one-for-fifteen (1:15) shares and one-for-twenty-five (1:25)
shares, rather than proposing a specific fixed ratio at this time. We believe that enabling the Board to set the
Reverse Split Ratio within this stated range will provide the Board with the flexibility to implement a Reverse
Stock Split at a ratio reflecting the Board’s then-current assessment of the factors described below under the
heading “—Criteria to be Used for Determining Whether to Implement a Reverse Stock Split” and thereby
enhance our ability to implement a Reverse Stock Split that maximizes the anticipated benefits for our
shareholders. If the Board decides to implement a Reverse Stock Split, we would file the Articles of Amendment
with the Secretary of State of the State of Louisiana (the “Louisiana Secretary of State”), reflecting the Reverse
Split Ratio selected by the Board. The Reverse Stock Split would be effective (the “Effective Date”) when the
Articles of Amendment are filed with the Louisiana Secretary of State, or such later date and time as is chosen
by the Board and set forth in the Articles of Amendment. Except for adjustments that may result from the
treatment of fractional share interests as described below, each of our shareholders will hold the same
percentage of our outstanding Common Shares immediately following the Reverse Stock Split as such
shareholder holds immediately prior to the Reverse Stock Split.
At any time prior to filing Articles of Amendment implementing a Reverse Stock Split, the Board reserves the
right to forego implementing any Reverse Stock Split approved at the meeting if it determines, in its sole
discretion, that effectuating a Reverse Stock Split is no longer in the best interests of the Company and its
shareholders. If the Board does not implement a Reverse Stock Split prior to the one-year anniversary of the
date on which this Reverse Split Proposal is approved by the shareholders at the meeting (the “Approval
Anniversary Date”), the authority granted in this proposal to implement a Reverse Stock Split will terminate.
Although this Reverse Split Proposal affords the Board sole discretion regarding whether and when to
implement a Reverse Stock Split, the Board currently plans to effect a Reverse Stock Split promptly after receipt
of shareholder approval of this proposal.

ITEM 5A Approval of Reverse Stock Split
Reasons for a Reverse Stock Split

As discussed in greater detail below, implementing a Reverse Stock Split would reduce the number of our issued
and outstanding Common Shares, which we expect, absent other factors, would proportionately increase the
per share market price of our common stock at the Effective Date. Set forth below are the principal reasons why
we currently expect these changes would benefit the Company and its shareholders.
To re-scale our capitalization to our current size. The Board believes that implementing a Reverse Stock Split
would bring the number of our outstanding Common Shares into better alignment with companies in our
industry with comparable revenue and aggregate market capitalization.
To potentially improve the marketability and trading costs of our common stock. The primary purpose of
authorizing a Reverse Stock Split is to increase the per share market price of our common stock. The Board
believes the anticipated increase in the per share market price of our common stock could improve the
marketability and liquidity of our Common Shares and encourage interest and trading in our Common Shares,
as described further below.
• Broader Marketability: For various reasons, including stock price volatility, many brokerage firms, institutional
investors and funds have internal policies and practices that (i) prohibit them from investing in low-priced
stocks, (ii) discourage individual brokers from recommending low-priced stocks to their customers or
(iii) restrict or limit the ability of customers to purchase such stocks on margin. Some of those policies and
practices may make the processing of trades in low-priced stocks economically unattractive to brokers.
We believe a Reverse Stock Split could increase analyst and broker interest in our Common Shares by
avoiding the applicability of these internal policies and practices.
• Lower Trading Costs: Investors may be dissuaded from purchasing stocks below certain prices because
brokers’ commissions, as a percentage of the total transaction value, can be higher for low-priced stocks.
To improve perceptions of Lumen. Certain customers, vendors, lenders, employees and other third parties may
perceive companies with low trading prices less favorably than those with higher trading prices. If our
implementation of a Reverse Stock Split increases the trading price of our stock, it may counteract any such
negative perceptions and increase the willingness of third parties to engage in business with us.
To maintain our listing on the New York Stock Exchange. We believe the anticipated increase of the per share
market price of our common stock resulting from implementing a Reverse Stock Split could help to avoid future
New York Stock Exchange (the “NYSE”) compliance issues. Section 802.01C of the NYSE Listed Company
Manual provides that a company will be considered non-compliant if the average closing price of its common
stock is less than $1.00 per share over a consecutive 30 trading-day period. Although we have maintained
compliance with this NYSE listing requirement through the date hereof, our Common Shares traded below $1.00
per share for portions of two trading days in early November 2023. If in the future we failed to comply with such
continued listing requirement, we would expect to receive a notice of non-compliance from the NYSE. If we
were unable to regain compliance with the continued listing requirement in the applicable time period, or if our
stock price were considered “abnormally low” by the NYSE, the NYSE would provide written notification that
our Common Shares would be subject to delisting from the NYSE. The Board believes that a Reverse Stock Split
is a potentially effective means for us to increase the per share market price of our common stock and thereby
mitigate potential delisting concerns.
To attain stock exchange listing and administrative cost savings., We expect to realize meaningful savings in
stock exchange listing and other administrative fees as a result of the reduction in the number of our
outstanding Common Shares.
Accordingly, for these and other reasons discussed herein, we believe that authorizing the Board to effect a
Reverse Stock Split is in the best interests of the Company and our shareholders.
66
Criteria to be Used for Determining Whether to Implement a Reverse Stock Split

Assuming our shareholders approve this Reverse Split Proposal, the Board currently plans to effect a Reverse
Stock Split promptly thereafter. However, the Board could change its plans. In connection with determining
whether and when to implement a Reverse Stock Split and which Reverse Split Ratio to apply, the Board
expects to consider various factors, including:
• the historical trading price and trading volume of our Common Shares;
• the then-prevailing trading price and trading volume of our Common Shares and the expected impact of a
Reverse Stock Split on the trading market for our Common Shares in the short- and long-term;
• the continued listing requirements for our Common Shares on the NYSE or other applicable exchanges;
• the number of Common Shares outstanding;
• which Reverse Split Ratio would result in the least administrative cost to us;
• prevailing general market and economic conditions;
• the Company’s results of operations and financial position;
• input from our various constituents; and
• the likely effect on the per share market price of our common stock.
Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split
We cannot assure you that a Reverse Stock Split would increase our stock price. We expect that a Reverse
Stock Split would increase the per share market price of our common stock to a level that could attract more
investors. However, the effect of a Reverse Stock Split on the per share market price of our common stock
cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied,
particularly since some investors may view a reverse stock split negatively. It is possible that the per share
market price of our common stock after a Reverse Stock Split would not increase in the same proportion as the
reduction in the number of our outstanding Common Shares following the Reverse Stock Split, which would
cause a reduction in the value of the Company as measured by our market capitalization. In addition, it is also
possible that a Reverse Stock Split may not result in a per share market price that would attract increased
investor interest in our stock. Although we believe a Reverse Stock Split may enhance the desirability of our
Common Shares to certain potential investors, we cannot provide you with any assurances to this effect. Even if
we successfully implement a Reverse Stock Split, the market price of our common stock may thereafter
decrease due to factors unrelated to the Reverse Stock Split, including our results of operations or financial
position. If a Reverse Stock Split is consummated and the per share market price of the common stock declines,
the percentage decline as a percentage of our overall market capitalization may be greater than would occur in
the absence of a Reverse Stock Split.
A Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs
for “odd lot” positions of less than 100 shares. The liquidity of our common stock may be negatively impacted
by a Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse
Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. In addition, if a
Reverse Stock Split is implemented, it would likely increase the number of our shareholders who own “odd lots”
of fewer than 100 Common Shares. Brokerage commission and other costs of transactions in odd lots are
generally higher than the costs of transactions of 100 or more Common Shares. Accordingly, a Reverse Stock
Split may not achieve the desired results of increasing marketability and lowering trading costs of our Common
Shares described above.
The effective increase in the authorized number of shares of our common stock available for issuance as a
result of the Reverse Stock Split could have anti-takeover or other negative implications. Regardless of
whether Item 5B is approved by our shareholders, the implementation of a Reverse Stock Split would, as
described in greater detail below, effectively result in an increase in the proportionate number of our authorized
Common Shares available for issuance in relation to our outstanding Common Shares. See “Item 5B – Approval
of a Reduction of Our Authorized Shares—Reasons for the Share Reduction Proposal; Certain Risks.”

The additional Common Shares that would become available for issuance could be used by us in a manner
objectionable to shareholders, including to authorize dilutive transactions, to oppose a hostile takeover attempt
or to delay or prevent changes in control of the Company or our management. For example, to defend against
offers determined to be inadequate, the Board could authorize the issuance of additional Common Shares so as
to dilute the stock ownership or voting power of persons seeking to obtain control of the Company, even if the
persons seeking to obtain control of the Company offered an above-market premium that is favored by a
majority of shareholders. Any such issuance of Common Shares, or proposal to issue Common Shares,
could cause the potential acquiror to terminate its takeover attempt or make it more difficult for the potential
acquiror to successfully complete its proposed takeover. Although we are not proposing Items 5A and 5B to
deter any takeover attempt, shareholders should be aware that our implementation of a Reverse Stock Split on
the terms proposed by us hereunder could facilitate future efforts by us to deter or prevent takeover proposals
that our Board determines do not adequately value the Company, including transactions in which the
shareholders might otherwise receive a premium for their shares over then-current market prices.
Effects of a Reverse Stock Split

After the Effective Date of any Reverse Stock Split that the Board elects to implement, each shareholder would
own a reduced number of Common Shares. Any such Reverse Stock Split would affect all of our holders of
Common Shares uniformly (including shares held by our officers, directors, and employees) and would not
affect any shareholder’s percentage ownership interests in the Company (other than as a result of the payment
of cash in lieu of fractional share interests). Per share voting rights and other rights and preferences of the
holders of our Common Shares would not be affected by a Reverse Stock Split (other than as a result of the
payment of cash in lieu of fractional share interests).
The principal effects of implementing any Reverse Stock Split would be that:
• each 15 to 25 Common Shares (with the actual number depending on the Reverse Split Ratio selected by the
Board), whether restricted or unrestricted, owned by a shareholder on the record date (described further
below) would be combined into one Common Share;
• in lieu of receiving a fractional interest in a Common Share as a result of the Reverse Stock Split, the holder of
such fractional interest would instead receive cash, as explained more fully below under the heading “—Cash
Payment in Lieu of Fractional Interests;”
• we would have a proportionately larger amount of authorized Common Shares in relation to our outstanding
Common Shares, regardless of whether Item 5B is approved by our shareholders, as described in more detail
below under the heading “Item 5B – Approval of a Reduction of Our Authorized Common Shares—Reasons
for the Share Reduction Proposal; Certain Risks;”
• the rights of holders of our restricted stock units, Preferred Shares and preferred share purchase rights would
be adjusted as follows:
– based upon the Reverse Split Ratio selected by the Board, proportionate adjustments would be made to
the number of shares issuable upon the vesting of all then-outstanding restricted stock units;
– the conversion price of our Preferred Shares would be increased based upon the Reverse Split Ratio
selected by the Board;
– the terms and conditions of our outstanding preferred share purchase rights would be adjusted in the
manner discussed under the heading “—Effect on NOL Rights Agreement;” and
– we would furnish all requisite notices of these adjustments, make all requisite filings, and make all necessary
adjustments in our records of the number of securities reserved for issuance under these instruments;
• any cash due in lieu of any fractional share interests related to the adjustment of our outstanding restricted
stock and restricted stock unit awards would remain subject to the vesting conditions applicable to the
related equity award and would be paid only if and when the underlying equity award vests; and
• the number of Common Shares then reserved for issuance under our equity incentive plan and any other
share limits described in such plan would be reduced proportionately based upon the Reverse Split Ratio
selected by the Board.
68
The following table contains illustrative information, based on share data as of March 21, 2024, intended to show
the impacts of implementing a Reverse Stock Split based on certain potential Reverse Split Ratios (without
giving effect to the treatment of fractional share interests), assuming that the 2024 Equity Incentive Plan
Proposal and Share Reduction Proposal are both approved:
Number of Number of Common
Number of Common Shares Number of Common Shares Authorized but
Common Shares Issued and Shares Reserved for Unissued and
Potential Scenarios Authorized Outstanding Future Issuance Unreserved
Pre-Reverse Stock Split 2,200,000,000 1,016,005,958 43,000,000 1,140,994,042
Post-Reverse Stock Split 1:15 200,000,000 67,733,731 2,866,667 129,399,602
The following table contains illustrative information, based on share data as of March 21, 2024, intended to show
the impacts of implementing a Reverse Stock Split based on certain potential Reverse Split Ratios (without
giving effect to the treatment of fractional share interests) assuming that the 2024 Equity Incentive Plan
Proposal is approved and the Share Reduction Proposal is not approved:
Number of Number of Common

Number of Common Shares Number of Common Shares Authorized but
Common Shares Issued and Shares Reserved for Unissued and
Potential Scenarios Authorized Outstanding Future Issuance Unreserved
Pre-Reverse Stock Split 2,200,000,000 1,016,005,958 43,000,000 1,140,994,042
Post-Reverse Stock Split 1:15 2,200,000,000 67,733,731 2,866,667 2,129,399,602
After the Effective Date of any Reverse Stock Split that the Board elects to implement, our common stock
would have a new CUSIP number, which is a number used to identify our Common Shares.
Our common stock is currently registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and we are subject to the periodic reporting and other requirements of the
Exchange Act. The implementation of any proposed Reverse Stock Split would not affect the registration of our
common stock under the Exchange Act. We anticipate that our Common Shares would continue to be listed on
the NYSE under the symbol “LUMN” immediately following any Reverse Stock Split.
Effect on NOL Rights Agreement

The Board declared a dividend of one preferred share purchase right (“Right”) for each outstanding share of our
common stock on February 25, 2019 and authorized and directed the issuance of one Right with respect to each
share of our common stock that become outstanding after such date. As provided in our Second Amended and
Restated Section 382 Rights Agreement, dated as of November 15, 2023 (as amended and restated, the “Rights
Agreement”), each Right currently entitles the holder thereof to purchase for $9.00 one ten-thousandth of a
share of our Series CC Junior Participating Preferred Shares (the “Series CC Preferred Stock”) in the event an
Acquiring Person (as defined in the Rights Agreement) acquires beneficial ownership of 4.9% or more of our
outstanding Common Shares. If a Reverse Stock Split is implemented by the Board, the number of one
ten-͏thousandths of a share of Series CC Preferred Stock thereafter purchasable pursuant to each Right will
automatically be proportionately increased in accordance with the terms of the Right Agreement.
Cash Payment In Lieu of Fractional Interests

No fractional interest in a Common Share would be issued as a result of any Reverse Stock Split. Instead, in lieu
of any fractional share interests to which a shareholder would otherwise be entitled as a result of the Reverse
Stock Split, the Company would pay cash (without interest and subject to any required tax withholdings) equal
to such fraction multiplied by the average of the closing sales prices of our Common Shares for the five
consecutive trading days immediately preceding the Effective Date (with such average closing sales prices
being adjusted to give effect to the Reverse Stock Split). After the Reverse Stock Split, a shareholder otherwise
entitled to a fractional interest in a Common Share will not have any voting, dividend or other rights with
respect to such fractional interest, except the right to receive the cash payment described above.

As of March 21, 2024, there were 77,671 shareholders of record of our Common Shares (which excludes
beneficial owners of our Common Shares). If the shareholders approve this Reverse Split Proposal and the
Board elects to implement it, shareholders owning, prior to the Reverse Stock Split, less than the number of
whole shares of common stock that will be combined into one share of common stock in the Reverse Stock Split
would no longer be shareholders. For example, if a shareholder held 10 Common Shares immediately prior to the
Reverse Stock Split and the Reverse Split Ratio selected by the Board was 1:15, such shareholder would cease to
be a shareholder of the Company following the Reverse Stock Split and would not have any voting, dividend or
other rights, except the right to receive the cash payment described above. Based on our shareholders of record
as of March 21, 2024, and based upon our Reverse Split Ratio range of 1:15 to 1:25, we expect that cashing out
fractional shareholders would reduce the number of shareholders of record to a range of 34,670 to 44,737
holders, respectively.
This reduction in the number of our record shareholders would be incidental to implementing a Reverse Stock
Split. We have not proposed this Reverse Split Proposal for this purpose, and we do not intend for this
transaction to be the first step in a series of plans or proposals of a “going private transaction” within the
meaning of Rule 13e-3 of the Exchange Act.
Procedures for Implementing a Reverse Stock Split

If the shareholders approve this Reverse Split Proposal and the Board elects to implement it, we would (i) retain
Computershare Trust Company, N.A., our transfer agent (or some other company providing comparable
services), to act as our “exchange agent” for the purpose of implementing the split, (ii) establish a record date
(expected to be immediately prior to the Effective Date) for determining holders whose shares would be
combined in connection with the split, (iii) file the Articles of Amendment with the Louisiana Secretary of State
and (iv) administer the split substantially as summarized in this section.
Shareholders of record as of such record date holding all of their Common Shares electronically in book-entry
form would have their shares automatically exchanged by the exchange agent and would receive a transaction
statement indicating the number of post-split Common Shares they hold after the Reverse Stock Split,
along with payment in lieu of any fractional share interests.
Beneficial owners holding Common Shares through a bank, broker or other nominee should note that such
banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split and
making payment for fractional share interests than those applied by us for record owners. If you hold your
shares through such a bank, broker or other nominee and you have questions in this regard, you are encouraged
to contact your nominee.
Shareholders of record holding some or all of their Common Shares in certificate form would receive a letter of
transmittal from the Company or its exchange agent, as soon as practicable after the Effective Date of the
Reverse Stock Split. The transmittal letter would be accompanied by instructions specifying how the
shareholder may exchange their certificates representing the pre-Reverse Stock Split Common Shares for a
statement of holding. Any such holders would be asked to surrender to the exchange agent their certificates
representing their pre-Reverse Stock Split Common Shares. When that shareholder duly submits certificates
representing the pre-Reverse Stock Split Common Shares, that shareholder would hold post-Reverse Stock Split
Common Shares electronically in book-entry form. This means that, instead of receiving a new stock certificate,
that shareholder would receive a statement of holding that indicates the number of post-Reverse Stock Split
Common Shares held by that shareholder in book-entry form. We plan to no longer issue physical stock
certificates. If a shareholder is entitled to a payment in lieu of a fractional share interest, the payment will be
made as described above under “Cash Payment In Lieu of Fractional Interests.” Beginning on the Effective Date,
each certificate representing pre-Reverse Stock Split Common Shares would be deemed to evidence ownership
of the post-Reverse Stock Split Common Shares. Shareholders would need to surrender their old certificates in
order to effect transfers of Common Shares. If an old certificate bears a restrictive legend, the Common Shares
in book-entry form would bear the same restrictive legend.
SHAREHOLDERS SHOULD NEITHER DESTROY NOR SUBMIT THEIR STOCK CERTIFICATES UNTIL THEY ARE
REQUESTED TO DO SO.
No Appraisal Rights
Under the LBCA, shareholders will not be entitled to appraisal rights with respect to this Reverse Split Proposal.
70
Certain U.S. Federal Income Tax Considerations Related to a Reverse Stock Split
The discussion below is only a summary of certain U.S. federal income tax considerations generally applicable to
beneficial holders of Common Shares if we implement a Reverse Stock Split and does not purport to be a
complete discussion of all possible tax considerations or consequences. This summary addresses only those
shareholders who hold their pre-Reverse Stock Split shares as “capital assets” as defined in the Internal Revenue
Code of 1986, as amended (the “Code”), and will hold their post-Reverse Stock Split shares as capital assets.
This discussion does not address all U.S. federal income tax considerations or consequences that could be
relevant to particular shareholders in light of their individual circumstances or to shareholders that are subject to
special rules, such as financial institutions, tax-exempt organizations, insurance companies, securities dealers,
and foreign shareholders. The following summary is based upon the provisions of the Code, applicable Treasury
Regulations thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which
are subject to change, possibly on a retroactive basis. Tax considerations and consequences under state, local,
foreign, and other laws are not addressed herein. Each shareholder should consult his, her or its own tax advisor
as to the particular facts and circumstances that could be unique to such shareholder and also as to any estate,
gift, state, local or foreign tax considerations arising out of any Reverse Stock Split.
Any Reverse Stock Split implemented by us will qualify as a recapitalization for U.S. federal income tax
purposes. As a result:
• shareholders should not recognize any gain or loss as a result of the Reverse Stock Split, except as described
below with respect to cash received in lieu of fractional share interests;
• the aggregate basis of a shareholder’s pre-Reverse Stock Split Common Shares will become the aggregate
basis of the Common Shares held by such shareholder immediately after the Reverse Stock Split (excluding
any portion of such basis that is allocated to a fractional interest in a Common Share); and
• the holding period of the shares owned immediately after the Reverse Stock Split will include the
shareholder’s holding period of the pre-Reverse Stock Split Common Shares.
A shareholder who receives cash in lieu of a fractional interest in a Common Share should be treated as first
receiving such fractional share interest and then receiving cash in redemption of such fractional share
interest. A shareholder who receives cash in lieu of a fractional share interest should recognize capital gain or
loss equal to the difference between the amount of the cash received in lieu of the fractional share interest
and the portion of the shareholder’s adjusted tax basis allocable to the fractional share interest. Such gain or
loss generally will be long-term capital gain or loss if the shareholder’s holding period in its pre-Reverse
Stock Split Common Shares is more than one year as of the Effective Date. The deductibility of net capital
losses by individuals and corporations is subject to limitations. Shareholders should consult their tax advisors
regarding the tax effects to them of receiving cash in lieu of a fractional share interest based on their
particular circumstances.
A shareholder may be subject to information reporting with respect to any cash received in exchange for a
fractional share interest. Shareholders who are subject to information reporting and who do not provide a
correct taxpayer identification number and other required information (such as by submitting a properly
completed Internal Revenue Service Form W-9) may also be subject to backup withholding at the applicable
rate. Any amount withheld under such rules is not an additional tax and may be refunded or credited against
the shareholder’s U.S. federal income tax liability, provided that the required information is properly
furnished in a timely manner to the Internal Revenue Service. THE ABOVE DISCUSSION IS NOT INTENDED TO
BE USED BY ANY PERSON, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES. IT HAS BEEN
PROVIDED SOLELY IN CONNECTION WITH PROVIDING INFORMATION IN CONNECTION WITH SOLICITING
VOTES IN FAVOR OF THIS REVERSE SPLIT PROPOSAL.
Required Vote
Approval of this Reverse Split Proposal requires the affirmative vote of at least a majority of the votes entitled
to be cast on this proposal by holders of our Voting Shares. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on
this Reverse Split Proposal. Abstentions and uninstructed shares will have the same effect as a vote against
this proposal.
The Board recommends that you vote FOR approval of the Reverse Split Proposal.

ITEM 5B
Approval of Reduction of Our

Authorized Common Shares
The Board is recommending that our shareholders approve an amendment to our Articles of Incorporation to
reduce the number of authorized shares of our common stock from 2,200,000,000 to 200,000,000 (the “Share
Reduction Proposal”), which would be effectuated if and only if Item 5A is both approved and implemented.
The text of the proposed Articles of Amendment is attached as Appendix E, which reflects all of the
amendments proposed pursuant to Items 5A, 5B and 5C.
The implementation of this Share Reduction Proposal is expressly conditioned upon the approval by the
shareholders of the Reverse Split Proposal and implementation of a Reverse Stock Split at the discretion of the
Board, as described in Item 5A above. Accordingly, if we do not receive the required shareholder approval for
the Reverse Split Proposal, or if no Reverse Stock Split is implemented on or prior to the Approval Anniversary
Date, we will not implement this Share Reduction Proposal. On the other hand, the Board’s authorization to
implement a Reverse Stock Split is not conditioned in any way upon the approval by the shareholders of this
Share Reduction Proposal. If the shareholders approve the Reverse Split Proposal but do not approve this Share
Reduction Proposal, the Board will nonetheless retain the ability to implement a Reverse Stock Split and, if so
effected, the total number of our authorized Common Shares would remain unchanged.
Reasons for the Share Reduction Proposal; Certain Risks

Under the LBCA, the implementation of a Reverse Stock Split does not require us to reduce the total number of
our authorized Common Shares. However, if Items 5A and 5B are both approved by our shareholders and the
Board elects to implement a Reverse Stock Split, the number of our authorized Common Shares would be
reduced from 2,200,000,000 to 200,000,000, which would have the effect of reducing each 11 shares of our
authorized common stock to one share of authorized common stock. Because any Reverse Stock Split
implemented by us would reduce the number of our outstanding Common Shares to a greater extent than the
11:1 ratio used to reduce the number of our authorized Common Shares, the implementation of both Items 5A
and 5B would effectively increase the proportionate number of our authorized Common Shares in relation to our
outstanding Common Shares. If the Share Reduction Proposal is not approved by our shareholders, the
authorized number of our Common Shares would remain unchanged even if a Reverse Stock Split is
implemented, which would result in a larger increase in the proportionate number of our authorized Common
Shares in relation to our outstanding Common Shares. The Board desires to have additional authorized Common
Shares available to provide flexibility to use, in its discretion, our Common Shares for business and financial
purposes beneficial to our shareholders, including to raise capital, restructure debt, offer competitive equity
incentive compensation programs, expand our business through acquisitions, or potentially effect a future stock
split. At present, we do not have any plans, arrangements, understandings or commitments to issue shares in
connection with any such transactions.
Nonetheless, we have designed this Share Reduction Proposal so that we do not have what some shareholders
might view as an unreasonably large number of authorized Common Shares that are unissued or unreserved for
issuance following any Reverse Stock Split. In this regard, if the Reverse Split Proposal is approved but this
Share Reduction Proposal is not approved, the authorized number of our Common Shares would not be reduced
at all even if a Reverse Stock Split is implemented. Accordingly, the Board believes that this Share Reduction
Proposal is in the best interests of the Company and our shareholders, and strikes the appropriate balance in the
event a Reverse Stock Split is implemented. However, the implementation of a Reverse Stock Split and the
resulting increase in the proportionate number of our authorized Common Shares available for issuance in
relation to our outstanding Common Shares could enable us to issue Common Shares in transactions that are
dilutive, that delay or prevent takeover proposals, or that are otherwise objectionable to shareholders, as
described in more detail under “Certain Risks and Potential Disadvantages Associated with a Reverse Stock
Split” under Item 5A.
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ITEM 5B Approval of Reduction of Our Authorized Common Shares
Effects of Authorized Share Reduction

The principal effect of this Share Reduction Proposal would be that the number of authorized shares of our
common stock would be reduced from 2,200,000,000 to 200,000,000, if and when a Reverse Stock Split is
implemented. This Share Reduction Proposal would not have any effect on the rights of existing shareholders.
If this Share Reduction Proposal is not approved, but the Reverse Split Proposal is approved and implemented,
the authorized number of shares of our common stock would remain unchanged at 2,200,000,000 following
the Reverse Stock Split. For additional information regarding the effects of a Reverse Stock Split, see
“Item 5A – Approval of a Reverse Stock Split – Effects of a Reverse Stock Split.”
No Appraisal Rights
Pursuant to the LBCA, shareholders will not be entitled to appraisal rights with respect to this Share
Reduction Proposal.
Required Vote
Approval of this Share Reduction Proposal requires the affirmative vote of at least a majority of the votes
entitled to be cast on this proposal by holders of our Voting Shares. You may vote “FOR,” “AGAINST,”
or “ABSTAIN” on this Shares Reduction Proposal. Abstentions and uninstructed shares have the same effect as
a vote against this proposal.
The Board recommends that you vote FOR approval of the Share Reduction Proposal.
ITEM 5C
Value of Our Common Shares
The Board is recommending that the shareholders approve an amendment to our Articles of Incorporation to
eliminate the $1.00 per share par value of our common stock so that each of our Common Shares have no par
value (the “Par Value Elimination Proposal”). If the shareholders approve this Par Value Elimination Proposal,
then our Articles of Incorporation would be amended to eliminate the par value of our common stock and all of
our authorized as well as issued and outstanding Common Shares would be designated as having no par value.
The text of the proposed Articles of Amendment is attached as Appendix E, which reflects all of the
amendments proposed pursuant to Items 5A, 5B and 5C.
Background and Reasons for the Par Value Elimination

The elimination of the par value of our common stock is intended to bring the Company in line with the practice
of other public companies with respect to par value. Historically, the concept of par value served to protect
creditors and shareholders by ensuring that a company received at least the par value (or minimum price)
as consideration for the issuance of shares of common stock.
However, over time the concept of par value has lost its significance for a variety of reasons, including
recognition that creditors and shareholders are protected, or can be protected, through other means. Currently,
many companies that incorporate today have no par value or use a nominal par value. In addition, like many
other state corporate codes, the LBCA does not require shares to have a par value. Instead, the LBCA provides
the Board with the authority to determine the adequacy of the consideration to be received for shares of
common stock to be issued.
We expect the proposed elimination of the par value of our common stock will have no effect on the market
value of our outstanding Common Shares.

ITEM 5C Approval of Elimination of the Par Value of Our Common Shares
The par value of our common stock currently is reflected in its financial statements by an amount equal to the
number of Common Shares issued and outstanding, multiplied by the par value of $1.00. Upon the approval of
this Par Value Elimination Proposal, for accounting purposes we plan to revise our balance sheet presentation to
combine all accounts reflected as “Common Stock” or “Additional paid-in capital” into a single line item called
“Common Stock.” There will be no other effect on our financial statements.
For the foregoing reasons, and since the Board believes that par value is unrelated to the intrinsic or market
value of our Common Shares, the Board recommends eliminating the par value of our common stock,
as permitted under the LBCA.
Implementation of the Par Value Elimination

Implementation of this Par Value Elimination Proposal will not be conditioned upon approval of any other
proposal to be submitted to the shareholders at the meeting. If the shareholders approve this Par Value
Elimination Proposal, we intend to file promptly thereafter Articles of Amendment reflecting such change with
the Louisiana Secretary of State, regardless of whether Items 5A and 5B are approved by the shareholders at
the meeting or implemented.
No Appraisal Rights
Pursuant to the LBCA, shareholders will not be entitled to appraisal rights with respect to this Par Value
Elimination Proposal.
Required Vote
Approval of this Par Value Elimination Proposal requires the affirmative vote of at least a majority of the votes
entitled to be cast on this proposal by holders of our Voting Shares. You may vote “FOR,” “AGAINST,” or
“ABSTAIN” on this Par Value Elimination Proposal. Abstentions and uninstructed shares have the same effect as
a vote against this proposal.
The Board recommends that you vote FOR approval of the Par Value Elimination Proposal.
74
Our Executive Officers
We currently have four executive officers. Biographical information for each of them (other than Ms. Johnson,
who also serves as a director and whose biography may be found under “Board of Directors and Governance –
Our Director Nominees”) is found below:
• Ashley Haynes-Gaspar joined Lumen in January 2023 and served as Lumen’s Executive
Vice President, Chief Experience Officer from January to December 2023 and was
appointed Executive Vice President, Chief Revenue Officer in January 2024.
• With nearly 25 years of marketing, sales and operations experience, Ms. Haynes-
Gaspar is responsible for Lumen’s global sales and customer success.
Ashley Haynes- • Ms. Haynes-Gaspar previously served as the Chief Operating Officer for the U.S.
Gaspar Industry and Business Applications division at Microsoft Corporation from 2017
46 years old through December 2022. Prior to that, Ms. Haynes-Gaspar held various marketing and
Executive Vice general manager positions at General Electric Company.
President, Chief
Revenue Officer
• Stacey W. Goff is Executive Vice President, General Counsel and Secretary for Lumen.
• Mr. Goff is responsible for Lumen’s legal function, as well as community relations and
public policy functions.
• Mr. Goff joined Lumen in 1998 and has served as General Counsel since 2009.
Stacey W. Goff
58 years old
Executive Vice
President,
General Counsel
and Secretary
• Christopher Stansbury has served as Lumen’s Executive Vice President, Chief Financial
Officer since April 2022.
• Mr. Stansbury has global responsibility for financial planning, accounting, tax, treasury,
investor relations, procurement and supply chain management and the global real
estate portfolio.
• Mr. Stansbury previously served as the Senior Vice President and Chief Financial
Christopher Officer of Arrow Electronics, Inc. from May 2016 through March 2022. Prior to that,
Stansbury
Mr. Stansbury served as Vice President, Finance, and Chief Accounting Officer of
58 years old Arrow Electronics, Inc. beginning in August 2014.
Executive Vice • Prior to joining Arrow Electronics, Inc., Mr. Stansbury held finance positions at Hewlett-
President, Chief Packard, Inc. and PepsiCo, Inc.
Financial Officer

ITEM 6
Compensation – “Say-On-Pay”
Each year, we provide our shareholders the opportunity to vote on a non-binding, advisory resolution to
approve the compensation of our named executive officers (NEOs) as disclosed in our annual proxy statements
in accordance with SEC rules.
Under our executive compensation programs, our NEOs are rewarded for achieving specific annual and
long-͏term goals, as well as increased shareholder value. We believe this structure aligns executive pay with our
financial performance and the creation of sustainable shareholder value. The Human Resources and
Compensation Committee of our Board (HRCC) continually reviews our executive compensation programs to
ensure they achieve the goals of aligning our compensation with both current market practices and your
interests as shareholders.
As discussed in greater detail elsewhere in this proxy statement, the HRCC spends considerable time and effort
to ensure that not only do we have the right leadership in place, but also that our executive compensation
programs continue to appropriately incentivize and reward each key member of the team in a manner that
aligns with shareholder interests. In recent years, the HRCC has also placed a significant emphasis on
shareholder outreach and taking action in response to the input we received from shareholders. For additional
information on our executive compensation programs generally and our recent compensation actions
specifically, we urge you to read the “Compensation Discussion & Analysis” and “Compensation Tables” sections
of this proxy statement.
At the meeting, we will ask you to vote, in an advisory manner, to approve the overall compensation of our
NEOs, as described in this proxy statement, including the Compensation Discussion & Analysis, the Summary
Compensation Table and the other related tables and disclosures. This proposal, commonly known as a
“say-on-pay” proposal, gives you the opportunity to express your views. This advisory vote is not intended to
address any specific element of compensation, but rather relates to the overall compensation of our NEOs and
our executive compensation policies and practices as described in this proxy statement. Accordingly, your vote
will not directly affect or otherwise limit any existing compensation or award arrangement of any of our NEOs.
While this “say-on-pay” vote is advisory and will not be binding on our Company or the Board, it will provide
valuable information for future use by our HRCC regarding shareholder sentiment about our executive
compensation. We understand that executive compensation is an important matter for our shareholders.
Accordingly, we invite shareholders who wish to communicate with our Board on executive compensation
or any other matters to contact us as provided under “Board of Directors and
Governance–Shareholder Engagement.”
Approval of this proposal will require the affirmative vote of the holders of a majority of the votes cast on the
proposal at the meeting.
76
Compensation Discussion
& Analysis
The Compensation Discussion & Analysis (CD&A) is divided into five sections: (1) Executive Summary; (2)
Compensation Philosophy and Oversight; (3) Pay and Performance Alignment; (4) Compensation Design,
Awards and Payouts for 2023; and (5) HRCC Engagement and Compensation Governance. Please refer to the
roadmap below in order to navigate this portion of the proxy statement.
Roadmap
Compensation Discussion & Analysis 77
Section One - Executive Summary 78
Executive Summary 78
2023 Executive Compensation Aligned with Business Performance 80
Continued Leadership Transition 81
Our Compensation Best Practices 83
2023 Shareholder Engagement Highlights 84
Section Two - Compensation Philosophy and Oversight 85
Compensation Objectives and Design 85
Our Pay Elements 89
Section Three - Pay and Performance Alignment 90
Pay Mix 90
Realized and Realizable Pay for Our NEOs 91
Section Four - Compensation Design, Awards and Payouts for 2023 92
Target Compensation 92
Base Salary 93
2023 Short-Term Incentive Program 93
2023 Long-Term Incentive Compensation 98
LTI Linkage to Performance - No Payouts Under 2021 PBRS Awards 102
LTI Governance and Oversight 103
Compensation Arrangements Related to Leadership Transition 105
Other Benefits 107
Section Five - HRCC Engagement and Compensation Governance 109
Role of Human Resources and Compensation Committee 109
Year-round Engagement Informs Compensation Design and Awards 110
HRCC Executive Compensation Review Process 111
Role of CEO and Management 111
Role of Compensation Consultants 112
Role of Peer Companies 112
Stock Ownership Guidelines 116
Human Resources and Compensation Committee Report 117

Compensation Discussion & Analysis
Section One - Executive Summary

As described in our Board Committee section above, the HRCC oversees our executive compensation program.
More broadly, the HRCC provides direction to management on compensation programs for all employees with
the goal of retaining the skilled talent needed for Lumen to reach its strategic objectives. The HRCC seeks to
continuously improve our compensation programs based on changing market conditions, the evolving business
environment, and feedback from our shareholders. This CD&A reflects the HRCC’s overall philosophy on
employee compensation with a focus on compensation for our five executive officers serving during the last
fiscal year (our “NEOs”).
NEOs as of December 31, 2023:
Kate Johnson Chris Stansbury Ashley Haynes-Gaspar Stacey W. Goff
President & Chief Executive Vice President, Executive Vice President, Executive Vice President,
Executive Officer Chief Financial Officer Chief Revenue Officer General Counsel
& Secretary
Former Executives (or Former NEOs):
Scott A. Trezise, Former Executive Vice President, Human Resources
As previously disclosed and described elsewhere herein, Mr. Trezise ceased serving as EVP, Human Resources
with Lumen effective April 24, 2023, and was involuntarily terminated on April 5, 2024.
Executive Summary
As described in greater detail throughout this proxy statement, for the last few years our performance has fallen
short of our desired financial results and stock performance. In response to our performance, our Board, CEO,
Senior Leadership Team and HRCC have spent considerable time and effort developing a multi-year
transformation strategy that we believe will reposition us for stabilization and growth. The primary objectives of
this transformation strategy can be summarized as follows:
• Business Transformation: Streamline our business by monetizing non-core assets and deploy our capital to
invest for growth and strengthen our balance sheet.
• Operational Transformation: Execute on our three-pronged strategy to secure the base by creating more
durable revenue streams, drive commercial excellence through sales and other go-to-market enhancements,
and innovate for growth (described in greater detail in the “About Lumen” section of this proxy statement).
• Leadership Transformation: Ensure that we have a leadership team in place who know how to deliver high-
impact results and who can guide us on a path to growth (described in greater detail in “Continued
Leadership Transition” later in this CD&A).
• Incentive Programs Aligned with our Strategy and Performance: Ensure our compensation programs support
our efforts to incentivize and retain this new leadership team, which is essential to our ability to execute on
our transformation strategy (described in greater detail throughout this CD&A).
Our transformation began in earnest with the hiring of a new CEO and CFO and completion of two divestitures
in 2022. During 2023, we completed our third major divestiture, hired four new leaders and revised our
short-term incentive program in light of our changing business strategy. The HRCC restructured our 2024
long-term incentive program to conserve shares by shifting from 60% performance-based equity to 60%
performance-based cash awards and proposed creating a 43 million share equity pool under a new 2024 Equity
Incentive Plan, subject to shareholder approval at the meeting.
78
The following table summarizes our timeline and achievements under our transformation strategy objectives
during 2022, 2023 and early 2024:
Transformation Timeline and Achievements
2022 Business Transformation(1) Operational Transformation Leadership Transformation(2)

• Aug. 2022 completed • Introduced growth- • Apr. 2022 executed our
the sale of our Latin focused revenue reporting CFO succession plan
American business • Launched Lumen • Nov. 2022 executed our
• Oct. 2022 completed the Marketplace with CEO succession plan
sale of our 20-state ILEC enterprise self-service
business capabilities
• Announced the • Accelerated Quantum
elimination of our Fiber buildout
dividend
2023 • Completed the sale of • Announced two-year $1 • We hired four new

select content delivery billion growth and members to our senior
network (CDN) optimization initiative leadership team:
contracts • Introduced three-pronged EVP, Customer Success
• Further narrowed our strategy to secure the EVP, Enterprise Operations
business focus by base, drive commercial
EVP, Enterprise Sales
completing the excellence and innovate
EVP, Chief People Officer
divestiture of our EMEA for growth
business on Nov. 1 • We terminated or demoted
• Launched innovative
four prior members of our
commercial offerings
senior leadership team
including network-as-a-
service (NaaS) and
ExaSwitch
Early 2024 • Formulated a • Identified a multi-billion • We hired three new

Management Proposal market opportunity members to our senior
for reverse stock split addressable with our leadership team:
• Formulated a digital product portfolio EVP, Chief Product Officer
Management Proposal • Completed a significant EVP, Chief Technology
to approve the 2024 debt restructuring, Officer
Equity Incentive Plan for extending debt maturities EVP, Chief Marketing Officer
43 million share pool(3) and securing a runway to
• Mr. Trezise left the
to fund equity awards in further transform the
company in Apr. 2024
the future company
Resulting in a nearly full
refreshment of our senior
leadership team during the
last two years
(1)
For more complete information on Lumen, our business transformation and our recent performance, see the remainder of this proxy
statement, including “About Lumen” and Appendix B.
(2)
See “Continued Leadership Transition” for more information on on-boarding compensation and severance packages for departing NEOs.
(3)
See “Item 3 - Approval of Our 2024 Equity Incentive Plan” for more information.

2023 Executive Compensation Aligned with

Business Performance
As discussed in greater detail in this CD&A, 93% of our CEO’s total target compensation is at risk and our
incentive programs (i) are aligned with our corporate strategy, (ii) support our efforts to incentivize and retain
our new leadership team, which is essential to our ability to execute on our transformation strategy (described
in greater detail throughout this CD&A) and (iii) are paid out based on our performance, with realizable pay
commensurate with our performance.
In 2023, we fell short of our Adjusted EBITDA and Revenue goals and our STI plan was funded at 83.2% of the
target payout level. In addition, our failure to attain our Cumulative Adjusted EBITDA target and our low total
shareholder return (TSR) performance resulted in our senior officers forfeiting 100% of their 2021
performance-based LTI awards. For more information, see “Section Four — Compensation Design, Awards and
Payouts for 2023.”
Our CEO’s average realizable pay, as of March 1, 2024, was 34% of target compensation for the past two years.
For more information, see “Section Three — Pay and Performance Alignment — Realized and Realizable Pay for
Our NEOs.”
Short-Term Incentive Bonus
2023 STI Payout of 83.2%
Adjusted EBITDA: As we continued to focus on profitable revenue growth while executing on

cost transformation initiatives, we generated Adjusted EBITDA of $4,631 million, which was
below our target.
Revenue: Improving the revenue trajectory of our business is critical to achieving our strategy.
In 2023, we achieved $14,526 million of Revenue, which was below our target.
Customer experience: During 2023, we achieved slight gains for most of our Customer
Experience categories and outperformed the average for our industry.
The chart below shows our overall level of achievement and company performance funding for the financial and
qualitative metrics in our 2023 STI plan:
Dollars in Millions
Performance Actual vs. Weighted

Metrics Threshold Target(1) Maximum Target Payout % Weighting Payout %
Adjusted EBITDA 97.9% 73.5% 36.7%
Revenue 98.0% 89.9% 31.5%
Customer Met
100.0% 15.0%
Experience Expectations
Weighted Payout Percentage of Company Performance Funding 83.2%
80
(1)
For more information on our Adjusted EBITDA and Revenue targets see “Section Two - Compensation Philosophy and Oversight — Rigorous
Design and Target Goal Setting Process” and “Section Four - Compensation Design, Awards and Payouts for 2023 — 2023 Short-Term
Incentive Program.”
Long-Term Incentive Compensation
2021 LTI Payout of 0%
Cumulative Adjusted EBITDA: We generated Cumulative Adjusted EBITDA of $21,492 million

for 2021, 2022 and 2023, which was below our threshold of $22,300 million.
Relative TSR Modifier: Our stock performance for three-year period ending December 31, 2023
was -81.18%, which was the 0th percentile relative to our peers.
Dollars in Millions
Performance Actual vs. Payout Weighted

Metrics Threshold Target(1) Maximum Target % Weighting Payout %
Cumulative
Adjusted 91.8% 0.0% 0.0%
EBITDA
Relative TSR(2) n/a 0.0% 0.0%
Weighted Payout Percentage 0.0%
(1)
For more information on our Cumulative Adjusted EBITDA target see “Section Two - Compensation Philosophy and Oversight — Rigorous
Design and Target Goal Setting Process.”
(2)
If Lumen’s TSR is negative over the three-year period, the payout cannot exceed target regardless of our TSR performance relative to
our peers.
What’s New
“In our journey to become a growing, customer-obsessed business, we will continue to hire leaders who
know how to deliver high-impact results,” said Kate Johnson, President and CEO of Lumen.
Continued Leadership Transition

Our Board and the HRCC have spent considerable time and effort ensuring that we have senior leaders in place
who know how to deliver high-impact results and who can guide us on a path to growth.
As described below and elsewhere in this CD&A, during Ms. Johnson’s first few months as CEO, she evaluated
the existing senior leadership team and made the decision to change several leaders, beginning in 2022 and
continuing through early 2024, resulting in a nearly full refresh of our senior leadership team during the last
two years.

Transition of Senior Leadership Team
During 2023, we brought in four new members of our senior leadership team, one of whom (Ms. Haynes-Gaspar)
is an NEO whose compensation is described further below and elsewhere in this proxy statement. In early 2024,
we hired three additional members of our senior leadership team and announced the termination of Mr. Trezise,
one of the longer-standing NEOs.
Our new senior leadership team brings deep and diverse experiences to Lumen and are energized to drive the
transformation described above. As is often seen in such periods of leadership team transformations, there were
on-boarding payments associated with new hire packages (the majority of which were awarded in the form of
equity and aligns their interests with our shareholders by providing immediate equity stake in the Company),
transition awards to key executives and severance payments to departing executives. While we are committed
to limiting the use of these payments and adhering to best practices when doing so, our Board determined they
were essential to pursuing our long-term strategy to transform our Company and build the leadership team
required for the challenges and opportunities ahead. For more information, see “Section Four — Compensation
Related to Leadership Transition.”
82
Our Compensation Best Practices

The HRCC and management stay abreast of market trends and best practices through regular consultation with
the HRCC’s independent consultant and by attending various training programs and forums.
In addition to other practices described elsewhere in this proxy statement, below are a summary and brief
descriptions of certain compensation policies and practices.
What We Do What We Don’t Do
Focus on performance-based compensation Maintain a supplemental executive

weighted heavily towards long-term retirement plan
incentive awards
Permit our directors or any employee to hedge
Benchmark generally against 50th percentile our stock, or our directors or senior officers to
peer compensation levels pledge our stock
Maintain robust stock ownership guidelines Permit the HRCC’s compensation consultant to
applicable to our executive officers and provide other services to Lumen
outside directors
Pay, provide or permit:
Annually review our compensation programs
(i) excessive perquisites,
to avoid encouraging excessive risk taking
(ii) excise tax “gross-up” payments, or
Conduct an annual succession planning
process for our CEO (iii) single-trigger change of control equity
acceleration benefits, or
Conduct an annual “say-on-pay” vote
(iv) dividend payments on unvested restricted
Discuss our executive compensation program stock or RSUs
during shareholder engagement
Impose compensation forfeiture covenants
“clawback” broader than and in addition to
those mandated by law (such as, fraud and
reputational harm)
Review the composition of our peer groups at
least annually
Conduct independent and intensive
performance reviews of our senior officers
Cap the number of relative TSR performance-
based shares that may vest if our own
absolute TSR is negative
Review realizable pay of our senior officers
and total compensation “tally” sheets
Require shareholders to approve any future
severance agreements valued at more than
2.99 times the executive’s target
cash compensation

2023 Shareholder Engagement Highlights

Each year we solicit shareholder feedback from holders of a majority of our shares, generally in the spring and
fall, on a wide range of topics (discussed in greater detail in “ITEM 1 Election of Directors - Our Board’s
Responsibilities & Engagement”). Our shareholder engagement related to our executive compensation programs
is summarized below. Our Chairman of the Board (who is also a member of the HRCC), HRCC Chair,
NCG Committee Chair and, as appropriate, members of management typically participate in these engagements.
These conversations have enabled us to receive input from our shareholders on how best to align the interests
of management and the shareholders and have enabled many of our shareholders to gain a better
understanding of the challenges of recruiting, retaining and motivating top executive talent in a complex,
rapidly changing industry that continues to face the challenges of replacing high-margin declining legacy
services with lower-margin growing digital services.
During our shareholder engagement in 2022, discussions with our investors helped to inform our 2023 executive
compensation decisions, which included continued inclusion of relative TSR in our LTI program, elimination of
Free Cash Flow as a metric in our STI program and review of our compensation benchmarking and TSR peer
groups following the completion of three major divestitures.
The table below summarizes our compensation-focused shareholder engagement efforts during 2023,
including the feedback we heard, say-on-pay results and actions our HRCC has taken.
2023 Shareholder Engagement(1)
Spring Engagement: Following the filing of our 2023 proxy 2023 Say-on-Pay Vote
statement, we engaged our top 30 shareholders, representing Results: At our 2023 annual
approximately 60% of shares outstanding, to hear their feedback on meeting, we received support
executive compensation actions during 2022 and considerations from the holders of 87% of
going forward. the shares voted on our
say-on-pay proposal.
What We Heard: The shareholders we met with provided positive
feedback on the compensation packages for our CEO and CFO
during 2022. Specifically, these shareholders indicated that our
compensation programs were aligned with our business strategy
and our STI and LTI payouts (for performance periods ending
December 31, 2022) were appropriately linked with performance.
Fall Engagement: Given our stock performance and limited equity Response to Shareholder
pool available for future grants, we undertook a significant effort to Feedback: The HRCC reviewed
seek input from shareholders as the HRCC considered changes to shareholder feedback and
our 2024 compensation programs and a new equity plan proposal. approved the following
changes to our 2024 LTI
We also met with one of the major proxy advisors in December
awards: shift the 60%
2023. This meeting was attended by our Chairman of the Board
performance-based portion
(who is also a member of the HRCC), Chair of HRCC and Chair of
from equity to cash, which we
NCG Committee in addition to members of management.
intend to be temporary, and
What We Heard: The shareholders and proxy advisor we held add a +/-20% revenue kicker
meetings with provided feedback on metrics for our incentive to the cumulative adjusted
compensation programs, our upcoming proposal to replenish our EBITDA metric.
equity pool and changes for our 2024 LTI awards given our recent
These are discussed in greater
stock performance. In addition to these discussions we also met
detail at "Changes to 2024
with shareholders who were focused on our culture and
LTI Design.”
ESG strategies.
(1)
For more information, see “Shareholder Engagement - By the Numbers: Shareholder Engagement in 2023”
We look forward to continuing to engage in productive dialogue with our stakeholders on all governance and
stewardship matters, including compensation.
84
Section Two - Compensation Philosophy

and Oversight
Compensation is a critical element in Lumen’s overall business strategy for attracting, developing, motivating
and retaining executives and key employees who possess the right skills and leadership expertise to execute our
corporate strategies. Our transition towards providing more adaptive digital transmission services has placed a
greater premium on attracting and retaining personnel with cutting-edge technical skills and experience with
implementing transformational change. We design our compensation programs to reward executives and
employees who are critical to our success.
Compensation Objectives and Design

Our compensation programs are designed to be market competitive, performance-based and fiscally
responsible. Providing incentive compensation opportunities linked to our corporate performance is a key part
of our compensation programs, especially for our senior leaders, representing 93% and 85% of our CEO’s and
NEOs’ average total target direct compensation, respectively. But our STI and LTI programs extend much
further into our organization. For 2023, approximately 20,000 employees participated in our STI program and
approximately 1,500 employees received long-term cash awards under our LTI program. For each participant in
our incentive programs, including our NEOs, his or her total target direct compensation and individual
performance modifiers are determined based on multiple factors, including the availability of talent, the
criticality of skills, market compensation benchmarks and internal equity considerations.
Incentive Compensation Design

Each year over the course of several meetings, the HRCC undergoes a multi-step process to evaluate our
performance objectives and priorities and establish rigorous threshold, target and maximum performance levels
for our short- and long-term incentive plans for the upcoming plan year.

Aligning Performance Objectives with Strategy

The HRCC selects short-term and long-term plan performance objectives designed to incentivize our executives
to drive execution of our overall business strategies and key strategic priorities over the relevant
performance period. The HRCC works with management and its independent consultant to structure our
incentive programs each year based on the following key design considerations:
Key Considerations/Objectives Pay for Performance Alignment More Detail

Aligned With Our Strategy Ensuring that performance-based metrics in our See “Our Pay Elements” in
executive compensation programs reward this section
performance over multiple time horizons and are
aligned with our short- and long-term strategies,
including individual contribution and Company
performance, and the goal of creating long-term
shareholder value while discouraging excessive
risk taking
Challenging Goals Setting short-and long-term targets at challenging See “Section Four -
but reasonably achievable levels that reflect Compensation Design,
priorities and drive progress toward our Awards and Payouts
long-term vision for 2023”
Formulaic Maintaining STI and LTI programs with formulaic See “Section Four -
payouts that are determined based on actual Compensation Design,
performance against challenging financial and Awards and Payouts for
operational goals; with limited adjustments, positive 2023” and “Incentive
or negative, as permitted and outlined in our Program Guidelines” in
Incentive Program Guidelines described herein. this section
Pay and Performance Assessing effectiveness of prior year(s) incentive See “Section Three - Pay
Alignment designs and targets on a quarterly basis and Performance
Alignment - Realized and
Realizable Pay for
Our NEOs”
Peer Benchmarked Utilizing an objective set of criteria to determine See “Section Five - HRCC
companies for our compensation benchmarking peer Engagement and
group and TSR peer group Compensation
Governance - Role of
Peer Companies”
Pay Mix Allocating a significant portion of our NEOs target See “Section Three - Pay
compensation to performance-based; components, and Performance
with a balance between cash and equity and Alignment - Pay Mix”
short- and long-term incentives
Monitor Equity Usage Monitoring share expense, burn rate and dilution See “Section Four -
against peer benchmarks Compensation Design,
Awards and Payouts for
2023 - 2023 Long-Term
Incentive Compensation”
Shareholder Feedback Incorporating shareholder views, including results of See “Section One -
our annual say-on-pay vote and our shareholder Executive Summary -
engagement initiatives 2023 Shareholder
Engagement Highlights”
For additional information on Lumen and our recent performance, see Item 7. Management’s Discussion and
Analysis of the Financial Condition and Results of Operations included in Appendix B.
86
Rigorous Design and Target Goal Setting Process

As described in more detail below, based on information available at the time, the HRCC establishes rigorous
threshold, target and maximum performance levels for the selected objectives under our incentive programs.
These objectives are reevaluated annually and rooted in our annual budget, public guidance and long-range
strategic plan.
Aligned with Company’s Publicly Disseminated Outlook. For 2023, the Board approved annual and long-range
financial and operational plans that the HRCC considered in its goal setting process, including:
• Detailed financial and operational goals and timelines
• Anticipated timing for execution of our strategic initiatives, new product launches and completion of our then
pending divestitures
• Cash flow plan to execute on our capital allocation priorities
The HRCC also considered the following:
• Prior year strategic goals and actual financial performance
• Industry and competitive trends
• Other Company-specific and external factors that influence our business
Challenging and Sufficiently Rigorous. The HRCC establishes challenging threshold, target and maximum
performance levels that are appropriately tailored to our current business conditions as well as the prevailing
business environment more broadly. For 2023, while the targets for the STI and LTI objectives were set at lower
levels than prior year targets and results, the HRCC believes these 2023 performance targets were set at
challenging levels, based in part on the impact of the following:
• Operational Trends: Traditional telecom services’ margins are significantly greater and demand for our legacy
copper-based wireline mass market services is in a prolonged systemic decline. We are also experiencing a
weaker demand for certain older enterprise services, changing customer preferences, increased competitive
and pricing pressures and higher inflation. These services are declining at a faster pace than demand is
growing for our newer technology services at lower margins, which exerts significant pressure on achieving
the same or higher year-over-year performance – requiring us to simultaneously (i) expand our customer base
and services portfolio, (ii) protect the ability of our declining residual legacy voice and copper-based wireline
operations to generate high-margin revenue and (iii) adapt and adjust our cost structure in response to the
pace our revenue declines – which puts increased pressure on both revenue and adjusted EBITDA in both our
short- and long-term incentive plans.
• Divestitures: We have completed three substantial divestitures in the last two years. Our 2022 results included
operations for our LATAM and ILEC businesses, until their sales were completed in August and October 2022,
respectively, and dis-synergies related to those transactions. Our 2023 results included operations for our
EMEA business, until its sale was completed in November 2023, and dis-synergies related to that transaction.
• Macroeconomic Environment: Continued inflationary pressures, supply constraints or macroeconomic
uncertainties could continue to impact our financial performance, as described further in our periodic reports
filed with the U.S. Securities and Exchange Commission.
• Uncertainties: Uncertainties regarding our financial performance, leverage and debt covenant compliance
could continue to cause certain of our customers to reduce or cease doing business with us.
Aligned with Shareholder Interests. The HRCC also considers shareholder feedback and observations from its
independent compensation consultant.
Incentive Program Guidelines

While the performance objectives and targets under our incentive programs are designed to measure objective
performance over a specified period of time, the HRCC may make certain adjustments to our performance
calculations. To provide structure and promote consistency in addressing such situations, the HRCC has
adopted Guidelines on Administering Incentive Plans (the Guidelines) to aid its goal of reaching equitable STI
and LTI payout decisions that align performance with our targets and corporate strategy. As described in the
table below, the Guidelines provide three types of potential adjustments to our STI or LTI metrics that can affect
the overall payout.

Adjustments Under Our Guidelines For

Types of Adjustments Under Our Guidelines STI LTI Performance Periods Ending December 31, 2023
Mandatory Adjustments. The first type of For our 2023 STI Plan and 2021 LTI Awards:
adjustment occurs after completion of each
• See Appendix A - Non-GAAP Reconciliation”
performance period in conjunction with the
for details on the Non-GAAP Special Items
HRCC’s review of the financial results and
previously reported in our February 6, 2024
assumptions, and requires the HRCC to make
earnings release
adjustments to eliminate the effects of
acquisitions or divestitures and certain other • We adjusted the revenue and adjusted
unanticipated events specified in the Guidelines EBITDA targets in our 2023 STI Plan to
that correspond closely, but not exactly, with reflect the net impact of charges and credits
the “Non-GAAP Special Items” supplemental related to closing our EMEA divestiture
schedule included in our earnings release for earlier than estimated when targets were set
the corresponding performance period. and the sale of select CDN contracts, which
was not anticipated when the targets
These adjustments are necessary to measure
were set.
our performance results in the same manner
the targets were set and requires the HRCC to • We adjusted our three-year cumulative
adjust (i) our STI targets or performance Adjusted EBITDA performance results for our
results, as appropriate, (ii) our three-year 2021 LTI Awards to reflect the net impact of
cumulative adjusted EBITDA performance charges and credits related to the sale of our
results for the performance-͏based portion of Latin American, 20-state ILEC, EMEA and
our annual LTI grants before 2022, and (iii) CDN businesses, which were not anticipated
beginning in 2022, our three-year cumulative when targets were set, and to eliminate the
adjusted EBITDA targets established under to CAF II and RDOF revenue that was not
the performance-͏based portion of our annual included when the targets were set.
LTI grants.
Discretionary Adjustments. The second type of For our 2023 STI Plan and 2021 LTI Awards:
adjustment provides the HRCC with
• We adjusted the performance results to
discretionary authority to adjust STI and LTI
performance results based on any other eliminate the effect of foreign currency
“extraordinary, unusual, or non-recurring fluctuations and true-up of bonus accruals
transactions or items” to prevent award for revenue and adjusted EBITDA in our 2023
payouts from being unfairly impacted by such STI Plan and three-year cumulative adjusted
items. The adjustments may be positive or EBITDA in our 2021 LTI Awards.
negative and will only be made if the events
• We adjusted the performance results to
were not known on the date the performance
eliminate the CAF II and RDOF revenue that
goals were established or were not reflected in
the forward-looking financial information used was not included in original targets for the
to set such goals. three-year cumulative adjusted EBITDA in
our 2021 LTI Awards.
Traditionally the HRCC has used this
discretionary authority infrequently and
principally to adjust for foreign currency
fluctuations necessary to measure our
performance results in the same manner the
targets were set.
Discretionary Adjustments to STI Payout No discretionary adjustments were made to the

Percentages. The third type of adjustment, as payout percentages for our 2023 STI Plan
discussed in greater detail below under “Short
Term Incentive Bonuses,” provides the HRCC
with discretionary authority to adjust STI
payouts. These discretionary adjustments may
be made as either a specific feature of a given
year’s STI plan established in advance (for
example, the capped individual performance
modifier included in our 2023 plan design) or
as equitable adjustments made in arrears in
connection with the HRCC’s approval of final
STI payouts.
88
Our Pay Elements

The three core elements of our executive compensation program are base salary, annual STI bonus opportunity
(typically paid in cash); and annual LTI grants (historically consisting of equity awards), comprising total direct
compensation for our NEOs. For 2023, our LTI awards were structured as a mix of performance-based
restricted stock (PBRS) and time-based restricted stock (TBRS), with a heavier use of PBRSs for our senior
leadership team. Each element is described below and includes the performance metrics selected for our 2023
incentive programs.
CEO Element and Description(1) 2023 Performance Objectives Aligned with Strategy
Base Salary Base Salary
As with most companies, base salary is annual
fixed cash compensation that provides
competitively set and stable income to
our executives.
Short-Term STI Program Adjusted EBITDA measures the operational

Incentive performance and profitability of our businesses
STI bonus is annual variable cash compensation and is commonly used by industry investors to
Bonus based on the achievement of annual evaluate our total enterprise value. (50%)
performance measures.
Revenue generation is critical to our goal of
Alignment to Compensation Philosophy transitioning to growth. (35%)
STI provides competitive short-term incentive Customer Experience is critical to maintain and
opportunities for our executives to earn annual grow our revenue base. (15%)
bonuses, typically paid in cash, based on
performance objectives that, if attained, can A positive or negative adjustment for individual
reasonably be expected to (i) promote our performance based on “line of sight” for their
business and strategic objectives and (ii) specific areas of responsibility and individual
correspond to those paid to similarly situated objectives. Any positive adjustments for a NEO’s
and comparably-skilled executives at peer individual performance are capped at 20% of the
companies. The HRCC retains discretionary STI amount otherwise payable based on Company
authority over determining any and all amounts performance. (Individual Performance modifier)
to be paid under the STI plan.
Long-Term LTI Program Time-Vested LTI Awards (TBRS): Our grants of
Incentive TBRS are intended to align our executives and
LTI provides variable compensation historically shareholders interests by focusing on the
Compensation awarded annually in equity that vests over long-term value of our common stock.
three years from the date of grant, with at least
60% of the award for our senior leaders based Performance-Based LTI Awards (PBRS) are
on the level of achievement of pre-established comprised of two-equally weighted metrics:
performance measures for a three-year period. Cumulative Adjusted EBITDA measures sustained
operational performance and profitability of our
Alignment to Compensation Philosophy
businesses over a three- year period and is
LTI fosters a culture of ownership, aligns the commonly used by industry investors to evaluate
long-term interests of our executives with our our total enterprise value. (50%)
shareholders and helps to retain executives Relative Total Shareholder Return or TSR rewards
through stock price growth and the creation of achievement of stock price growth relative to our
long-term value. In addition, the number of TSR peer group over a three-year period and
shares vesting under our performance-based further strengthens the alignment of executive and
awards is dependent upon our performance shareholder interests. (50%)
measured against key business objectives over
a multi-year period, further strengthening the
alignment between executive pay, Company
performance and shareholder value creation.
The amount of LTI compensation that is
ultimately realized depends on how
successfully we execute our strategic goals
and our overall stock performance.
(1)
For more information, see “Section Four — Compensation Design, Awards and Payouts for 2023.”
For a discussion of how the HRCC allocates compensation among these three key components, see “Section
Three — Pay and Performance Alignment.”

Primary Performance Measure

As noted in our discussion of STI and LTI metrics below, in light of the systemic revenue decline for our
high-margin, legacy voice and copper wireline services, we annually adjust our cost structure, requiring a
disciplined focus on adjusted EBITDA and margins. The HRCC elected to use adjusted EBITDA as our primary
performance measure for both 2023 STI and LTI awards, albeit measured over different periods, which
incentivizes our senior officers to focus on both cost savings and profitable revenue growth over one- and
three-year periods, consistent with our publicly disseminated outlook.
Section Three - Pay and Performance Alignment

In allocating NEO target pay opportunities among the different compensation elements, the HRCC does not
adhere to a prescribed formula but generally emphasizes performance-based and at-risk elements. For 2023,
the total target cash compensation opportunity (base salary plus target STI) represented less of each NEO’s
total target compensation than the total target LTI opportunity, in order to increase alignment with
shareholders’ interests and motivate performance that creates sustainable long-term shareholder value.
Pay Mix
The following chart illustrates the approximate allocation of the total direct compensation (at target), as of
December 31, 2023, for our CEO and named executive officers (NEOs), respectively, between elements that are
fixed, variable, performance-based and “at risk.” As a result, the actual (or take home) pay that our executives
realize in a given year may be more or less than their total target compensation for that year, as illustrated in the
“Pay Versus Performance” below.
Current NEOs(1) - Total Direct Compensation

CEO - Total Direct Compensation (at Target)
(at Target)
A fixed annual salary (base salary) represents 7% of our CEO’s total target compensation and 15% of our current
NEOs’ average target total compensation.
Variable pay, consisting of an STI bonus opportunity and LTI awards, represents 93% of our CEO’s total target
compensation and 85% of our other NEOs’ average target total compensation. This portion of pay is considered
at-risk since the receipt or value of the award is subject to the attainment of certain performance goals, vesting
requirements and overall stock performance. LTI performance-based compensation is the largest component,
representing 48% of our CEO’s and 40% of our other NEOs target total compensation, and provides the greatest
alignment between our NEO compensation and the interests of our shareholders.
(1)
NEOs at December 31, 2023 excludes Mr. Trezise who ceased serving as an executive officer of Lumen effective April 24, 2023.
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Realized and Realizable Pay for Our NEOs

As noted below, STI and performance-based LTI payouts are determined at the end of a performance period
based on our achievement of pre-established goals.
• Short-Term Performance: In the last five years, all of our STI payouts were at or below target for an average
payout of 94%.
• Long-Term Performance: We failed to achieve threshold performance (resulting in 0% payouts) for each of
the three-year LTI performance periods ending on December 31, 2022 and 2023.
• Impact of Changes in Stock Price: The performance of the Company’s stock has a material impact on the
amount of compensation ultimately realized by our NEOs. The annual LTI awards to our NEOs have
historically been equity-based and include relative TSR as a performance metric. As a result, if the market
price of the stock declines, so does the value of stock they own and outstanding awards they hold, and if our
TSR performance is below that of our peers, there is an additional negative impact on the realizable pay for
our NEOs under outstanding performance-based LTI awards.
The table and illustration below summarize the realized(1) and realizable(2) pay for our NEOs, of which 81% or
more was at-risk variable compensation (STI, TBRS and PBRS) during the last five years(3). The average realized
and realizable pay for our NEOs as of March 1, 2024 was:
• Our CEO - average of 34% of target compensation for the past two years.
• Longer-Tenured NEOs(5) - average of 60% and 47% of target compensation for the past five and three
years, respectively.
Realized Pay(1) Realizable Pay(2)

2019 2020 2021 2022 2023
Company Performance
STI Company Funding %(3) 97% 91% 100% 97% 83.2%
LTI (TBRS + PBRS) 107% 25% 17% 8% 23%
60% PBRS(4)
Performance Period 2019-2020 2020-2022 2021-2023 2022-2024 2023-2025
Adjusted EBITDA Run Rate 149.9% n/a n/a n/a n/a
Cumulative Adjusted EBITDA n/a 0% 0% TBD TBD
Relative TSR n/a 0% 0% TBD TBD
Realized and Realizable Pay for Our NEOs
Our CEO n/a n/a n/a 31% 37%
Average for Our Longer-Tenured NEOs 104% 57% 52% 43% 46%
(1)
Realized Pay measures the actual pay realized by adding together (i) actual salary paid during the year, (ii) STI bonus that was ultimately
paid for that year and (iii) the value of time- and performance-based LTI awards that vested (based on the closing stock price on each
vesting date and achieved payout levels for PBRS).
(2)
Realizable Pay measures the actual pay realizable for a given year by adding together the (i) realized pay, as describe in note (1) and (ii) the
value of unvested time- and performance-based LTI, at “target” levels, based on our stock price as of March 1, 2024.

(3)
For further information on our 2019, 2020, 2021 and 2022 STI performance and 2021 PBRS awards, see our 2020, 2021, 2022 and 2023 proxy
statements. For further discussion on our 2023 STI payout, see “Section Four - 2023 Short-Term Incentive Program.”
(4)
For further discussion on our 2019, 2020 and 2021 PBRS performance, see our 2021 and 2022 proxy statements. For further discussion on
our 2021 PBRS performance, see “Section Four - LTI Linkage to Performance - No Payouts Under 2021 PBRS Awards.” “TBD” means to be
determined upon completion of the performance periods ending on December 31, 2024 and 2025 and are assumed at target for
this calculation.
(5)
Longer-Tenured NEOs is comprised of Mr. Goff and Mr. Trezise.
Section Four - Compensation Design, Awards

and Payouts for 2023
Our fiscal 2023 executive compensation program was generally similar to our 2022 program, except for the
elimination of free cash flow metric from our STI program metrics and increases to the 2023 target LTI awards
granted to two of our NEOs.
Target Compensation
As noted previously, the three key elements of our executive compensation program are base salary, STI bonus
opportunity and LTI awards (60% of which are PBRS). The HRCC establishes target compensation levels for
each of our senior officers on each of these three elements, reviewing the pay mix and pay levels at least
annually. As of December 31, 2023, the total target compensation opportunities for our NEOs as of such date
were as follows:
Total 2023 Target Compensation as of December 31, 2023(1)
STI STI Target

Target Bonus Total Target Total Target
NEO Base Salary Bonus % Opportunity Cash LTI Target(2) Compensation(3)
Ms. Johnson $ 1,200,000 200% $ 2,400,000 $ 3,600,000 $ 14,250,000 $ 17,850,000
Mr. Stansbury 800,000 125% 1,000,000 1,800,000 5,000,000 6,800,000
Mr. Goff 700,000 120% 840,000 1,540,000 2,250,000 3,790,000
Ms. Haynes-Gaspar 575,000 100% 575,000 1,150,000 2,000,000 3,150,000
(1)
For more complete information presented in accordance with the SEC’s rules, see the Summary Compensation Table below.
(2)
The LTI target in this table represents the target levels of equity awards as of December 31, 2023, except Mr. Stansbury’s LTI target does not
include a one-time increase of $2.5 million for his 2023 equity grant. As discussed further below, these amounts differ materially from the
amounts reported in “Compensation Tables—Summary Compensation Table”, which are calculated in accordance with FASB ASC Topic 718
and reflect significantly lower grant date values ($0.92-$2.39) as compared to the stock price used to calculate the number of time-based
and performance-based equity awards granted ($3.90), which was based on a 15-day volume-weighted average closing price.
(3)
Based on our compensation benchmarking data, the Total Target Compensation for Messrs. Goff and Stansbury and Ms. Haynes-Gaspar was
near the 50th percentile of compensation paid to comparable executives, and near the 25th percentile for Ms. Johnson.
On an annual basis, we review the competitive market analyses of the total direct compensation for our NEOs
and senior officers. We target the median of our compensation peer group, while taking into consideration all
relevant factors, including (i) the need to attract and retain employees with essential expertise and skill, (ii)
internal equity for employees who make similar contributions and have comparable skill sets and expertise and
(iii) individual performance. For more information on how we determined specific pay levels in 2023, see further
discussion in “Section Four - Compensation Design, Awards and Payouts for 2023” and under the heading
“—Compensation Benchmarking Peer Group.”
Each of these elements is discussed in greater detail below. For more information on how we determined
specific pay levels in 2023, see further discussion under the heading “—Compensation Benchmarking
Peer Group.”
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Base Salary
Early each year, the HRCC takes a number of steps in connection with setting annual base salaries, including the
review of (i) compensation tally sheets and benchmarking data, (ii) each senior officer’s pay and performance
relative to other senior officers, (iii) the scope and complexity of the officer’s role, (iv) the officer’s experience
and proficiency and the criticality of the skill set needed to execute the officer’s role and (v) when the officer
last received a pay increase.
Annual Review Process (February 2023). During its annual review of executive compensation in February 2023,
the HRCC reviewed the compensation benchmarking data for each senior officer, comparing the officer’s pay to
our peer group. Following this review and discussion, the HRCC increased Ms. Haynes-Gaspar’s annual base
salary to $575,000 and left unchanged the base salaries for our other NEOs employed at the time. The base
salary for Ms. Johnson remained unchanged and the amount reported in the Summary Compensation Table
reflects a full year of employment during 2023; whereas, the amount reported for 2022 was pro-rated based on
55 days of employment (from hire date of November 7, 2022).
Mid-Year Actions. As described elsewhere herein, in April 2023, Mr. Trezise ceased serving as EVP,
Human Resources and the HRCC decreased his salary from $575,000 to $535,000 commensurate with the
reduction of his responsibilities.
2023 Short-Term Incentive Program

As described below, the 2023 STI design incorporates three components in determining the calculated STI
bonus amount (payout) for our NEOs:
TARGET COMPANY INDIVIDUAL

STI Bonus
BONUS × PERFORMANCE × PERFORMANCE = Amount
OPPORTUNITY FUNDING MODIFIER
(Base Salary x STI (Ranges from 0% (20% cap

Target Bonus %) to 200%) on upward
adjustments
for NEOs)
2023 STI Performance and Results

As discussed in detail below, for 2023, the HRCC, after consultation with our CEO and its independent
compensation consultant Semler Brossy, revised our STI design and metrics from prior year and increased
Revenue weighting by 10%, increased the Customer Experience weighting by 5% and eliminated the Free Cash
Flow metric, which was weighted 15% the prior year. Due to the uncertainty associated with the restructuring of
our triple C debt, the HRCC eliminated Free Cash Flow from our 2023 STI Plan. This further aligns with our
strategy of pursuing profitable growth.
1) Company Performance Funding

As described further below, 85% of our 2023 STI was based on two financial metrics, one of which is a
non-GAAP measure that excludes special items as described in Appendix A. The remaining 15% was based on
qualitative metrics measuring Customer Experience.
In February 2023, based on the information available at the time, the HRCC approved the 2023 STI program
metrics and set “threshold,” “target” and “maximum” target goals for each metric, as set forth below. Our 2023
Adjusted EBITDA and Revenue targets were set below our actual 2022 financial results, which was primarily
driven by the two divestitures completed in 2022 and a third in 2023. For more information see
“Section Two - Compensation Philosophy and Oversight — Rigorous Design and Target Goal Setting Process.”

The table below reconciles our actual adjusted 2022 results to our actual adjusted 2023 results.
Adjustments for Post-

Adjusted 2022 Closing Commercial Organic Declines / Adjusted 2023
(Amounts in Millions) Results(2) Agreements / Divestitures(3) Other Adjustments Results(4)
Adjusted EBITDA(1) $ 6,849 -$1,369 -$849 $ 4,631
Revenue $ 17,533 -$2,084 -$923 $14,526
(1)
As used in our STI plan, adjusted earnings before interest, taxes, depreciation, amortization and stock-based compensation expense
(“Adjusted EBITDA”) is a non-GAAP metric that excludes certain one time or non-recurring charges or credits and eliminates the effects of
certain unanticipated, extraordinary, unusual, or non-recurring transactions or items. See Appendix A for more information.
(2)
As explained in greater detail in our 2023 Proxy Statement, these 2022 results have been adjusted to reflect the net effect of certain charges
or credits to eliminate the impact of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items not reflected in
Appendix A. See “Section Two - Incentive Program Guidelines” for more information.
(3)
Represents the net financial impacts related to (i) the Latin American business divested on August 1, 2022 and the 20-state ILEC business
divested on October 3, 2022, and the EMEA business divested on November 1, 2023 (the "divestitures”), which will not recur in periods
following the completion of these divestitures, (ii) actual amounts received or paid by the Company under its post-closing agreements with
the purchasers of the divested businesses and (iii) the Federal Communications Commission's Connect America Fund ("CAF") Phase II
program, which lapsed on December 31, 2021.
(4)
As explained in greater detail below, these 2023 results have been adjusted to reflect the net effect of certain charges or credits to eliminate
the impact of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items not reflected in Appendix A. See “Section
Two - Incentive Program Guidelines” and for more information.
In February 2024, the HRCC approved the calculated Company performance funding of 83.2% (as confirmed by
our Internal Auditors) for our 2023 STI program and based on the financial and qualitative metrics detailed
below. The HRCC reviewed audited results of the Company’s performance as compared to the financial and
operational targets established in February 2023 and, as described in greater detail in this section, determined
and approved certain adjustments for our financial metrics in accordance with our Guidelines.
For additional information on Lumen and our recent performance, see Item 7. Management’s Discussion and
Analysis of the Financial Condition and Results of Operations included in Appendix B.
Adjusted EBITDA (weighted 50%)
Alignment to Strategy
Adjusted EBITDA remained our most heavily-weighted STI financial performance objective at 50% for 2023.
We believe this metric is aligned with our shareholders’ best interests and our corporate strategy of pursuing
profitable growth. As described elsewhere herein, in light of the systemic revenue decline for our higher-margin
legacy services, we continuously need to adjust our cost structure - requiring a disciplined focus on Adjusted
EBITDA and margins. The metric of Adjusted EBITDA is designed to incentivize and reward our senior officers to
focus on both cost savings and profitable revenue growth.
Target Amount of Payout as a % of

Adjusted EBITDA(1),(2) Target Award Results(3):
Maximum ≥ $4,933 million 200%
Target $4,733 million 100% ACHIEVED
$4,631 million
PAYOUT OF
Threshold $4,576 million 50% (Below Target)
73.5%(4)
Below Threshold < $4,576 million 0%
(1)
In February 2023, we projected earning Adjusted EBITDA of $4.6 to $4.8 billion for 2023, which assumed the sale of our EMEA business
after 2023 and did not contemplate the sale of our CDN business.
(2)
As mandated under our Guidelines, the HRCC decreased our Adjusted EBITDA target by $34 million to reflect the net impact of (i) the
EMEA divestiture closing approximately two months earlier than originally projected in our 2023 budget and (ii) the sale of our CDN
business which was not contemplated in our budget. See “Section Two - Incentive Program Guidelines” for more information.
(3)
As permitted under our Guidelines, the HRCC increased our actual Adjusted EBITDA by $3 million to reflect the net effect of certain charges
or credits to eliminate the impact of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items not reflected in our
2023 budget. These net charges and credits include the elimination of the effect of foreign currency fluctuations and true-up of bonus
accruals for 2023. See “Section Two - Incentive Program Guidelines” for more information.
(4)
The achieved payout percentage is calculated for each financial performance objective based on a corresponding payout scale approved by
the HRCC. If the threshold performance level with respect to any particular financial performance objective under our STI program is not
attained, the bonus payable to the participating officer with respect to that portion of his or her targeted bonus opportunity will be
calculated as zero. If threshold performance is met on any particular metric, each participating officer will earn a reduced portion of his or
her target bonus amount for that portion of the award. If the maximum performance level with respect to any particular metric is met or
exceeded, each participating officer will earn a maximum of 200% of his or her target bonus amount for that portion of the award.
Measurement of the attainment of any particular metric is interpolated if actual performance is between (i) the “threshold” and the “target”
performance levels or (ii) the “target” and the “maximum” performance levels.
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Revenue (Weighted 35%)
The generation of revenue is critical to our goal of increasing revenue from our growth products in amounts
sufficient to offset our continuing and systemic legacy revenue losses. Thus, we continued to include revenue as
a metric and, for the second year in a row, increased its weighting by 10%, from 25% to 35% for our 2023
STI plan.
The HRCC believes our senior officers are appropriately incentivized to achieve our 2023 revenue targets with a
balanced approach, since the majority of our 2023 STI is based on Adjusted EBITDA, which rewards our senior
officers for achieving profitable revenue growth.
Target Amount Payout as a % of

of Revenue(1) Target Award Results(2):
$14,526 million
PAYOUT OF
Threshold $14,231 million 50% (Below Target)
89.9%
(1)
As mandated under our Guidelines, the HRCC decreased our revenue target by $129 million to reflect the net impact of (i) the EMEA
divestiture closing approximately two months earlier than originally projected in our 2023 budget and (ii) the sale of our CDN business
which was not contemplated in our budget. See “Section Two - Incentive Program Guidelines” for more information.
(2)
As permitted under our Guidelines, the HRCC increased our actual revenues to include $31 million to reflect the net effect of certain charges
or credits to eliminate the impact of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items not reflected in
Appendix A. See “Section Two - Incentive Program Guidelines” for more information.
Customer Experience (Weighted 15%)
One of our five core priorities is to develop customer obsession. In January 2023, we hired Ms. Haynes-Gaspar
to lead our Customer Experience organization, bringing an increased level of energy and focus to this
critical area.
“We help guide the company toward our North Star by listening and learning from our customers, then
acting on their needs. That way, we surprise and delight them while accomplishing our mission of digitally
connecting people, data and apps — quickly, securely and effortlessly.” Ms. Haynes-Gaspar
We believe that improving customer satisfaction and service scores, increasing investment in priority areas and
reducing complexity, customer inconveniences and repair times will drive gains in customer satisfaction,
correlating to higher revenue for the Company. Thus, we continued to include customer experience as a metric
and increased its weighting from 10% to 15% for our 2023 STI plan.
We believe the ease of doing business with the Company is a top driver of customer loyalty. Net Promoter
Score (NPS) is a lagging indicator of our performance. Customer experience research suggests increased
promoter scores will generate increased customer spending within 24 months. Customer Ease Score (CES) is a
leading indicator with direct correlation to NPS. As such, the primary measures for Customer Experience
performance are NPS and CES, which together provide a good combination of leading indicators and outcomes.
2023 Goals
Although there are quantitative metrics that we use to measure our Customer Experience, the overall metric is
qualitative in nature. Each business unit is charged with improving relationships with our customers and is part
of the annual planning process. Our customer experience goals and transformation programs are informed and
prioritized using customer data trends and insights. Using regression analysis, we can model which programs
drive the greatest improvements for the greatest number of customers. For goal setting, we consider historical
Lumen performance trends and industry benchmarks to ensure that we are setting appropriate performance
targets by segment.

Targets
In February 2023, in connection with our initiative to improve customer experience, the HRCC approved the
following aspirational goals and objectives for our 2023 STI plan:
• Execute on Company-wide transformative programs that truly improve the way we operate in order to
achieve meaningful improvement in customer experience
• Improve rNPS and CES for our Enterprise business and improve transactional NPS (tNPS) for our Mass
Markets business
Performance Highlights
During 2023, we achieved year over year improvement with gains in our Enterprise rNPS (as adjusted for
revenue) and tNPS for Mass Markets.
As a result of these factors, the HRCC approved 100% funding for our 2023 customer experience goal.
ENTERPRISE RESULTS MASS MARKETS RESULTS
• Relationship NPS (revenue weighted) increased • Transactional NPS increased 3 points vs. prior
17 points vs. prior year year, which was 1 point above target
• Relationship CES held flat vs. prior year, which
was 2 points below target
ACHIEVED PAYOUT OF 100%
2) Individual Performance Modifier

As contemplated by the STI plan and the Guidelines, the HRCC reserves the right to increase or decrease the STI
bonus payout level based on its qualitative assessments for each senior officer’s performance against certain
specific objectives and benchmarks, as well as overall Company and individual performance during the year.
Given the importance of our NEOs in making and putting into operation decisions that set the Company up for
future success, the HRCC assessed their individual performance against the following four key objectives
for 2023:
• Financial - relevant financial objectives based on the individual’s role
• Strategic - goals vary based on individual and cover areas such as customer obsession, innovation and
investing for growth
• Operations - goals vary based on individual and cover areas such as building a reliable execution engine and
radically simplifying our Company
• Organization - goals vary based on individual and cover areas such as culture, talent retention and
development and IDEAS (Inclusion, Diversity, Equity, Allyship and Social Impact).
In certain circumstances, the HRCC may apply discretion to modify senior officer compensation, with any
upward adjustments for NEOs capped at 20% (or 120% of company performance funding).
For 2023, the HRCC discussed each NEO’s performance and leadership accomplishments and approved the
following Individual Performance Modifiers, as quantified in the table below (with 100% indicating that no
upward or downward adjustment was applied).
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Individual
Performance
NEO Individual Performance Scorecard Modifier
Current NEOs
Ms. Johnson • Created a new, compelling north star, strategy and culture transformation with 100%
internal and external validation
• Exceptional connection and impact with employees, customers, investors and
the Board
• Executed on leadership transition strategy by hiring an experienced and
energized senior leadership team
• Oversaw the completion of the divestiture of our EMEA business and
restructuring of our debt
Mr. Stansbury • Exceptional leadership on our debt restructuring which moved approximately 110%
$10 billion of near-term debt maturities to 2029 and beyond and provided us
with ample runway to execute a turnaround
• Substantially improved our standing with investors and customers in clarifying
our financial position and outlining a path towards improved performance
• Is a champion of our culture and truly lives and leads with clarity and
transparency. He has built trusting relationships with key stakeholders and
customers.
Mr. Goff • Exceptional leadership on our debt restructuring 100%
• Successfully led the divestiture work from a Legal perspective

• Strong advisor to the CEO and did an excellent job onboarding the CEO
Ms. Haynes- • Successfully led the Customer Success, International, Strategy and Marketing 105%
Gaspar teams to improve NPS and increase customer obsession and data orientation
• Hired exceptional talent, re-organized the teams and built a reliable execution
engine while improving prioritization and simplification
Former NEO
Mr. Trezise • Successfully onboarded the CEO and collaborated with her to successfully 90%
recruit new members of our senior leaders
3) Bonus Amounts
The HRCC approved each NEO’s STI bonus as summarized in the table below.
2023 STI Bonus Amounts
Company Individual
STI Target Bonus Performance Performance Calculated STI
NEO Opportunity(1) Funding(2) Modifier(3) Bonus Amount
Current NEOs
Ms. Johnson $ 2,400,000 X 83.2% X 100% = $1,996,800
Mr. Stansbury 1,000,000 X 83.2% X 110% = 915,200
Mr. Goff 840,000 X 83.2% X 100% = 698,880
Ms. Haynes-Gaspar 553,972 X 83.2% X 105% = 483,950
Former NEO
Mr. Trezise $ 548,041 X 83.2% X 90% = $ 410,372
(1)
Determined based on earned salary and applicable STI target bonus percentage during 2023. The amount for Ms. Haynes-Gaspar reflects a
pro–rated amount based on 357 days of employment during 2023 (from hire date of January 9, 2023) and also an increase in salary (from
$500,000 to $575,000), effective as of February 19, 2023 and an STI target bonus percentage of 100%. The amount for Mr. Trezise reflects a
pro-rated amount based on decrease in salary (from $575,000 to $535,000), effective as of April 30, 2023 and an STI target bonus
percentage of 100%. For more information on amounts for Ms. Johnson and Messrs. Stansbury and Goff, see “Section Four — Target
Compensation” above.
(2)
Calculated and adjusted as discussed in “Company Performance Funding” above.
(3)
See “Individual Performance Modifier” above.

2023 Long-Term Incentive Compensation

For 2023, our annual LTI grants consisted of a mix of time- and performance-based equity awards, as
described below.
2023 LTI Design
Annual Review Process (February 2023). During its annual review of executive compensation in February 2023,
the HRCC reviewed the compensation benchmarking data for each senior officer, comparing the officer’s pay to
our peer group. Following this review and discussion, the HRCC increased the annual LTI target opportunity for
Mr. Stansbury to $5,000,000, Ms. Haynes-Gaspar to $2,000,000 and Mr. Trezise to $2,000,000 and left
unchanged the LTI target opportunities for Ms. Johnson and Mr. Goff. See further discussion under the heading
“Role of Peer Companies” below.
2023 Annual LTI Grants

The HRCC also approved one-time increases and awarded the annual LTI awards for Messrs. Stansbury and
Trezise at 150% of their respective annual LTI target opportunity, as described in the footnotes to the table
below. The HRCC granted annual LTI awards to our then-current NEOs effective March 1, 2023, except that the
PBRS awards to Ms. Johnson and Mr. Stansbury were effective May 18, 2023 following approval of our equity
plan proposal at the 2023 Annual Shareholders’ Meeting (the “2023 Annual LTI Awards”).
2023 Annual LTI Grants
Time-Vested
Restricted Shares Performance-Based
or RSUs Restricted Shares or RSUs
No. of Target Grant No. of Target Grant Total Target
Named Officer Shares(1)(3) Value(4) Shares(2)(3) Value(4) Grant Value(4)
Current NEOs
Ms. Johnson(5) 1,459,854 $ 5,700,000 2,189,781 $ 8,550,000 $ 14,250,000
Mr. Stansbury(5)(6) 768,344 3,000,000 1,152,517 4,500,000 7,500,000
Mr. Goff 230,503 900,000 345,755 1,350,000 2,250,000
(7)
Ms. Haynes-Gaspar 204,891 800,000 307,338 1,200,000 2,000,000
Former NEO
Mr. Trezise(8) 307,337 1,200,000 461,007 1,800,000 3,000,000
(1)
Represents the number of restricted shares granted on March 1, 2023 with graded-vesting on March 1, 2024, 2025 and 2026.
(2)
Represents the target number of performance-based restricted shares granted on March 1, 2023 for Ms. Haynes-Gaspar and Messrs. Goff and
Trezise and granted on May 18, 2023 for Ms. Johnson and Mr. Stansbury, all with three-year cliff vesting on March 1, 2026. As discussed
under “2023 LTI Performance Metrics” below, the actual number of shares that vest in the future may be lower or higher (between 0-200%),
depending on the level of performance achieved.
(3)
Any dividends on the shares of restricted stock would not be paid on unvested awards but would accrue and be paid or be forfeited in
tandem with the vesting of the related shares or RSUs.
(4)
For purposes of these grants, we determined both the number of time-vested and target performance-based restricted shares granted by
dividing the total grant value approved for the executive by $3.90, which was the volume-weighted average closing price of a share of our
common stock over the 15-trading-day period ending one trading day prior to the grant date (March 1, 2023). However, as noted previously,
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for purposes of reporting these awards in the Summary Compensation Table, our shares of time-vested restricted stock are valued based on
the closing price of our common stock on the date of grant and our shares of performance-based restricted stock are valued as of the grant
date based on probable outcomes, as required by applicable accounting and SEC disclosure rules. For 2023, this resulted in the values
reported in the Summary Compensation Table being materially lower than those show above for most of our NEOs. See footnote 2 to the
Summary Compensation Table for more information.
(5)
Ms. Johnson and Mr. Stansbury’s 2023 annual LTI awards were approved by the HRCC on February 24, 2023 with a mix of 40% TBRS and
60% PBRS shares determined as described in Footnote 4 above. However, the PBRS awards were subject to shareholder approval of our
Amended and Restated 2018 Equity Plan at the 2023 Annual Shareholders’ Meeting in May 2023.
(6)
In recognition of his performance demonstrated in 2022 and to incentivize Mr. Stansbury’s retention during our Company’s transformation
and execution against our long-term strategy, the HRCC approved a one-time increase to his 2023 equity grant value of $2.5 million, which
is included in the table above.
(7)
Excludes the on-boarding equity grant awarded to Ms. Haynes-Gaspar in early January 2023, as described under “2023 On-Boarding
Equity Grant.”
(8)
On March 1, 2023, the HRCC approved a one-time increase to the 2023 equity grant value of $1.0 million (included in the table above) for
Mr. Trezise in recognition for the trusted advice he provided to the HRCC and our CEO and in connection with building a new senior
leadership team over the preceding year and early 2023. As discussed elsewhere herein, Mr. Trezise’s employment was involuntarily
terminated on April 5, 2024 and the outstanding TBRS and PBRS related to this one-time increase were forfeited. See discussion under
“Severance Compensation to Be Paid to Scott Trezise, our former EVP, Human Resources” below for how his termination impacted
these awards.
2023 LTI Performance Metrics

The 2023 metrics approved by the HRCC in early 2023 were consistent to those used in 2022 and, as described
further below, align with our corporate strategy and are designed to strike the right balance between
performance incentives and long-term shareholder interests.
• Cumulative Adjusted EBITDA – Weighted at 50%. Adjusted EBITDA measures the operational performance
and profitability of our businesses as we continue to transition from a telecommunications to
technology company.
• Relative TSR – Weighted at 50%. We believe this metric most directly aligns the interests of our shareholders
with those of our executives.
Following the end of the three-year performance period, January 1, 2023 to December 31, 2025, the number of
shares vesting under the PBRS granted in 2023 will be calculated by: (i) determining achievement of the
three-year Cumulative Adjusted EBITDA target and (ii) determining achievement of Lumen’s TSR performance
relative to our TSR Peer Group, each of which is described further below. Each metric is calculated
independently with the ultimate payout ranging between zero to 200% of the target number granted. Any
shares earned under the PBRS will vest in full on March 1, 2026, subject to the holder’s continued employment
through that date (except as otherwise provided in the applicable award agreement).
Cumulative Adjusted EBITDA Metric (weighted 50%)

As noted in our discussion of STI metrics above, in light of the systemic revenue decline for our high-margin,
legacy voice and copper wireline services, we annually adjust our cost structure, requiring a disciplined focus on
Adjusted EBITDA and margins. The metric of Adjusted EBITDA incentivizes our senior officers to focus on both
cost savings and profitable revenue growth. For this reason, the HRCC elected to use Adjusted EBITDA as a
performance metric for both 2023 STI and LTI awards, albeit measured over different periods.
Rigor of Goal Setting

The HRCC based the three-year Cumulative Adjusted EBITDA targets on our long-range plan and multi-year
forward-looking guidance publicly communicated to investors in June 2023, which we believe included
significant stretch goals and aligned with market consensus.
The HRCC believes that these targets were set at levels that were both appropriate and sufficiently challenging,
particularly when viewed in light of (i) our industry operating environment, (ii) wireline industry trends, (iii) the
competitive landscape, (iv) product lifecycles, (v) our operational initiatives, (vi) our capital allocation priorities
and (vii) several other Company-specific items that influence our business. For more information see “Section
Two - Compensation Philosophy and Oversight — Rigorous Design and Target Goal Setting Process.”

Target Amount of Cumulative Payout as a % of this

Performance Level Attainment Adjusted EBITDA(1) Component of Target Award(2)
(4)
Maximum ≥ Maximum Amount 200%
(3)
Target $13,700 million 100%
(4)
Threshold Threshold Amount 50%
Below Threshold < Threshold 0%
(1)
Cumulative Adjusted EBITDA is the sum of our Adjusted EBITDA excluding special items (except with adjustments to reflect a 100% bonus
accrual for each year) for 2023, 2024 and 2025. See Appendix A for more information.
(2)
Payouts interpolated between defined performance levels.
(3)
Our Cumulative Adjusted EBITDA target is the sum of forward-looking guidance communicated in June 2023 for 2023 including EMEA,
2024 and 2025.
(4)
We do not feel it is appropriate to disclose our Cumulative Adjusted EBITDA maximum and threshold goals as it would constitute
competitively sensitive forward-looking guidance.
Relative TSR Metric (Weighted 50%)

The HRCC believes a relative metric is an important way to ensure that Lumen’s performance is measured
appropriately relative to peers. Our Relative TSR performance shares are measured on our percentile rank
versus the other 15 companies in our TSR peer group over the three-year period, which could result in a payout
of zero to 200% of this component of the target award. However, if Lumen’s TSR is negative over the three-year
period, the payout cannot exceed target regardless of our TSR performance relative to our peers. We believe
this cap better aligns the LTI payout with the interests of our shareholders if our TSR is negative over the
three-year performance period.
Rigor of Goal Setting

With the aid of its compensation consultant, the HRCC set a TSR peer group that is focused principally on
broader universe of companies we believe investors are considering when they decide whether to invest in us
or our industry. As a result, our TSR peer group is comprised of telecommunications, cable and other
communications companies that are generally comparable to us in terms of size, markets and operations. For
information regarding our TSR peer group, see further discussion under the heading “— TSR Peer Group” below.
Payout as a % of this
Target Component of Target Award(1)
Maximum ≥ 75th Percentile 200%
Target 50th Percentile 100%
Threshold 25th Percentile 50%
Below Threshold < 25th Percentile 0%
(1)
Payouts interpolated between defined performance levels.
2023 On-Boarding Equity Grant

As part of negotiating her offer package, Ms. Haynes-Gaspar received an on-boarding equity award. The HRCC’s
independent compensation consultant advised that this award was customary in connection with recruiting new
executives, and the HRCC Committee determined that such a grant was necessary to induce her to accept. The
HRCC further believed that Ms. Haynes-Gaspar’s on-boarding grant was appropriate to partially offset equity
that she forfeited upon her departure from her then prior employer and also served to align her interest with
shareholders by giving her an immediate equity stake in the Company.
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2023 On-Boarding Equity Grant
Time-Vested
Restricted Shares
No. of Grant
Named Officer Shares(1)(2) Value(3)
Ms. Haynes-Gaspar 224,022 $ 1,200,000
(1)
Represents the number of time-based restricted shares granted to Ms. Haynes-Gaspar on January 9, 2023 which have graded-vesting on
January 9, 2024, 2025 and 2026.
(2)
Any dividends on the shares of restricted stock would not be paid on unvested awards but would accrue and be paid or be forfeited in
tandem with the vesting or forfeiture of the related shares.
(3)
For purposes of this grant, we determined the number of time-vested restricted shares by dividing the total grant value granted to
Ms. Haynes-Gaspar by the volume-weighted average closing price of a share of our common stock over the 15-trading-day period ending
one trading day prior to the grant date, rounding to the nearest whole share. However, as noted previously, for purposes of reporting these
awards in the Summary Compensation Table, our shares of time-vested restricted stock are valued based on the closing price of our
common stock on the date of grant. See footnote 1 to the Summary Compensation Table for more information.
Outstanding Performance-Based LTI Awards

As of December 31, 2023 and illustrated in the table below, we had three outstanding tranches of LTI awards,
granted in 2021, 2022 and 2023, with overlapping three-year performance periods and performances metrics of
Cumulative Adjusted EBITDA and Relative TSR.
Performance Metric
Grant Year Period Weighting 2021 2022(1) 2023(2) 2024 2025
(6)
2021 2021-2023 50% 3-YR Cumulative Adjusted EBITDA(3)
50% 3-YR Relative TSR Modifier

50% 3-YR Relative TSR

50% 3-YR Relative TSR
(1)
The sale our Latin American and 20-state ILEC business, which were completed in August 2022 and October 2022, respectively, occurred
during the second and first year of each three-year performance period for our outstanding 2021 and 2022 LTI awards, respectively.
(2)
The sale our CDN and EMEA business, which was completed in October and November 2023, respectively occurred during the third, second
and first year of each three-year performance period for our outstanding 2021, 2022 and 2023 LTI awards, respectively.
(3)
For 2021 PBRS, when the three-year Cumulative Adjusted EBITDA target was set in the first quarter of 2021, we had not yet entered into
definitive agreements for these divestitures. As such, the targets assumed our continued operations of those businesses throughout the full
three-year performance period. As discussed in further detail below (under the heading “LTI Linkage to Performance”), in February 2023
and February 2024, the HRCC approved adjustments to measure our performance results to prevent holders of PBRS Awards from being
penalized by the impact of these transactions.
(4)
For 2022 PBRS, when the three-year Cumulative Adjusted EBITDA target was set in the first quarter of 2022, the Company expected its
pending divestitures of both its Latin American and 20-state ILEC business to close in 2022, but did not know the actual closing date. For
purposes of setting this target, the HRCC assumed both divestitures would close on July 1, 2022. The sale our Latin American and 20-state
ILEC business were actually completed in August 2022 and October 2022, respectively. The Company had not yet entered into definitive
agreement for the EMEA divestiture; as such, the targets assumed continued operations of that business throughout the full three-year
performance period. The HRCC approved adjustments to targets to prevent holders of PBRS from receiving an unintended benefit from the
delayed closing of its Latin American and 20-state ILEC business or an unintended penalty from the accelerated sale of our EMEA business.
(5)
For 2023 PBRS, when the three-year Cumulative Adjusted EBITDA target was set in the first quarter of 2023, the Company expected its
pending divestitures of its EMEA business to close in 2023, but did not know the actual closing date. For purposes of setting this target, the
HRCC assumed the divestiture would close on January 1, 2024. The sale our EMEA business was actually completed in November 2023. The
HRCC approved adjustments to targets to prevent holders of PBRS from receiving an unintended penalty from the accelerated closing.
(6)
For more information on below threshold 0% payout for our 2021 PBRS, see “LTI Linkage to Performance” below.

LTI Linkage to Performance - No Payouts Under 2021

PBRS Awards
In early 2021, the HRCC approved 2021 PBRS awards(1) to approximately 1,580 employees, senior and executive
officers based on two equally-weighted metrics (Cumulative Adjusted EBITDA and Relative TSR) over a
three-year period ending December 31, 2023.
As described in greater detail below, we achieved below threshold performance against targets for both
metrics, resulting in 0% payout and forfeiture of all PBRS on March 1, 2024.
(1)
For further discussion on our 2021 LTI Awards, see our 2022 proxy statement.
Cumulative Adjusted EBITDA Metric (weighted 50%)

Our 2021 Cumulative Adjusted EBITDA targets were set in the first quarter of 2021 based on our long-range
plan. We achieved results of $21,492 million Cumulative Adjusted EBITDA for the three-year period ending
December 31, 2023.
Target Amount of Payout as a % of

Adjusted EBITDA(1) Target Award Results:
$21,492 million(2)
PAYOUT OF
Threshold $22,300 million 50% (Below threshold)
0%
(1)
As used in our 2021 LTI plan, adjusted earnings before interest, taxes, depreciation, amortization and stock-based compensation expense
(“Adjusted EBITDA”) is a non-GAAP metric that excludes certain one time or non-recurring charges or credits and eliminates the effects of
certain unanticipated, extraordinary, unusual, or non-recurring transactions or items. See Appendix A for more information.
(2)
As permitted under our Guidelines, we adjusted our actual results to reflect a net increase of $1.886 million in Adjusted EBITDA (not
reflected in Appendix A), comprised of (i) an increase of $2,446 million to reflect the sale our Latin American, 20-state ILEC, EMEA and CDN
businesses, which were completed in August 2022, October 2022 and November 2023, respectively. (ii) a decrease of $543 million to
eliminate the CAF II and RDOF revenue that was not included in original targets and (iii) a decrease of $17 million of other adjustments to
measure our performance in the same manner the targets were set. The targets for our 2021 Cumulative Adjusted EBITDA were set before
we entered into these definitive agreements and thus the targets assumed our continued operations of those businesses during the entire
three-year performance period. These adjustments were necessary to measure our performance results in the same manner the targets were
set in the first quarter of 2021. See “Section Two - Incentive Program Guidelines - Mandatory Adjustments.”
Relative TSR Metric (Weighted 50%)

We achieved TSR of -81.18% for the three-year period ending December 31, 2023, which was below the 25th
percentile of -27.23% and threshold performance for our peer group.
Relative TSR Payout as a % of

Performance(1) Target Award Results:
Maximum ≥ 75th Percentile 200%
Target 50th Percentile 100% ACHIEVED
-81.18%(2)
PAYOUT OF
Threshold 25th Percentile 50% (Below Threshold)
0%(3)
Below Threshold < 25th Percentile 0%
No Earned 2021 PBRS Payout

On March 1, 2024, the holders of our outstanding 2021 PBRS awards, including two of our NEOs, forfeited a total
of 3,071,700 performance-based restricted shares or RSUs, and related accrued dividends, as set forth in the
table below.
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Outstanding 2021 PBRS Forfeited in Their Entirety
Performance-Based
Restricted Shares or RSUs
No. of Grant
Named Officer Shares(1)(2) Value
Current and Former NEOs
Mr. Goff 100,728 $ 1,200,000
Mr. Trezise 60,437 $ 720,000
All other executive officers and employees as a group (1,005 persons)(3) 2,910,535 $34,674,084
Overall Total 3,071,700 $ 36,594,084
(1)
Represents the target number of performance-based restricted shares granted on February 24, 2021
(2)
Dividends on the shares of restricted stock were not be paid on unvested awards; the related accrued dividends were forfeited in tandem
with the forfeiture of the related performance-based restricted shares or RSUs.
(3)
Includes any former executive or senior officers and employees who retained any 2021 PBRS, subject to performance criteria, as part of their
severance or retirement packages.
LTI Governance and Oversight

In addition to our senior leadership team, approximately 1,200 employees in the upper management of our
Company are eligible for annual LTI awards, which has declined from approximately 1,600 eligible employees in
2021. Historically, their awards have been awarded in the form of equity. The decline in our stock price has put
increased pressure on our ability to incentivize our senior leadership team and employees through
equity awards.
Year Over Year LTI Award Structure Changes

2023 LTI Award Structure
In an effort to manage our share usage, burn rate, dilution and overhang levels, the HRCC approved a modified
approach for our 2023 LTI awards, as follows:
• Senior Leadership Team: we continued our historical practice and granted the 2023 annual LTI awards for our
senior leadership team in equity (60% performance-based restricted shares and 40% time-based restricted
shares).(1) During 2023, as part of the continued leadership transitions, we offered any sign-on LTI awards
included with offer packages in a mix of cash and equity.
• Employees below the executive level: for approximately 1,400 employees below the executive level, the HRCC
changed the structure of their 2023 annual LTI award and granted it in the form of time-based cash awards
(which, subject to continued employment, will vest over three years) instead of a mix of time- and
performance-based equity. From time to time, we offer sign-on LTI awards as part of offer packages for
critical talent below the executive level and, during 2023, we awarded nearly all of these on-boarding LTI
awards in cash rather than equity in order to manage our share usage throughout 2023.
(1)
Discussed in greater detail in “2023 Long-Term Incentive Compensation”,
2024 LTI Award Structure

In the second half of 2023, given our continued decline in stock price and the expected low number of shares
available for grant in 2024, the HRCC worked closely with management and the HRCC’s compensation
consultant to (i) monitor our share usage and projected awards for 2023 and 2024, (ii) listen to feedback from
our investors and proxy advisory firms during our fall shareholder engagement, (iii) carefully weigh the pros and
cons of various modifications for our 2024 LTI awards and (iv) develop a strategy for 2024 LTI awards.

In early 2024, based on the extensive analysis performed in the second half of 2023, the HRCC further modified
our grant practices for 2024:
• Senior Leadership Team: the HRCC recalibrated our 2024 LTI program and modified the structure of the
awards to our senior leadership team as follows:
– Maintained 40% time-based restricted stock
– Shifted the 60% performance-based portion from equity to cash
– Maintained our two equally-weighted metrics of Relative TSR and Cumulative Adjusted EBITDA
– Added a +/-20% revenue modifier to the cumulative adjusted EBITDA metric
• Employees below the executive level: we granted annual LTI awards to approximately 1,200 employees below
the executive level, and for the second consecutive year, their 2024 LTI awards were granted in the form of
time-based cash (which, subject to continued employment, will vest over three years) instead of a mix of
time- and performance-based equity.
2024 LTI Design for Our Senior Leadership Team
Share Dilution, Burn Rate and Stock-Based Compensation Expense

Our stock-based compensation expense during any particular period reflects expense for outstanding awards
during that period, generally covering three different annual LTI awards and, to a lesser degree, other awards for
our LTI participants that were granted upon hire or promotion throughout the year.
On a quarterly basis, the HRCC reviews our share usage and burn rate projections. For 2020 and 2021, our burn
rate, dilution and overhang levels were within or below industry benchmark levels. We experienced a slight
increase in our 2022 burn rate, following the decline in our stock price after announcing the elimination of
our dividend.
Given our greater use of cash awards in 2023, the overall number of equity shares granted of 14,787 million and
burn rate of 1.47% in 2023 were below the 18,788 million shares granted and 1.86% burn rate in 2022.
As explained above, in response to the further decline in our stock price, we have taken further steps to modify
our approach for our 2024 equity grants in an effort to minimize shareholder value dilution, and the HRCC will
continue to monitor our share usage on a quarterly basis.
Replenishment of Our Equity Pool

As noted herein under the heading “Item 3 - Approval of Our 2024 Equity Incentive Plan,” as of March 21, 2024,
following the grant of our 2024 LTI awards, we had approximately 5,974,868 shares authorized for
future issuance under our current equity incentive plan.
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We intend our use of cash-settled LTI awards (granted to our senior leadership team in 2024 and employees
below the executive level in 2023 and 2024) to be a temporary measure, which we hope to discontinue or
reduce when circumstances warrant. Adoption of our new 2024 Equity Incentive Plan at the annual meeting
would significantly enhance our ability to reinstate equity-based awards for all award recipients.(1)
(1)
See “Item 3 - Approval of Our 2024 Equity Incentive Plan” for more information.
Compensation Arrangements Related to

Leadership Transition
Compensation for Ashley Haynes-Gaspar, our New EVP Chief
Customer Experience Officer
Ms. Haynes-Gaspar joined the Company at a critical time of transformation and was recruited specifically for her
impressive proven track record of driving customer-focused transformation, which is one of our key
strategic goals.
Ms. Haynes-Gaspar’s extensive technology leadership experience spans global business strategy, change
management and innovation, most recently as Chief Operating Officer of Microsoft U.S., a division of Microsoft
Corporation, overseeing industry and business applications for the U.S. subsidiary of Microsoft. There she drove
ground-breaking programs that successfully increased market share and revenue growth year-over-year. Prior
to joining Microsoft, she held various senior-level positions at GE.
The HRCC, after consultation with its independent compensation consultant Semler Brossy, determined that
Ms.͏ ͏Haynes-Gaspar’s proposed annual compensation package and on-boarding payments (i) were consistent
with our philosophy and customary for executive on-boarding pay packages, (ii) were necessary to attract high
caliber talent to transform our operations and induce her to join us, and (iii) provided total compensation that is
competitive against median levels for comparable executive officer positions.
Ms. Haynes-Gaspar joined the Company on January 9, 2023 and her initial scope of responsibility included
Customer Success, Wholesale and International. Shortly after her start, and following the exit of other executives
in early 2023, we expanded her responsibilities to include marketing.
Ms. Haynes-Gaspar’s initial annual compensation package consisted of:
• Base salary of $500,000(1),
• Target annual short-term incentive (STI) opportunity of 100% of salary,
• Target annual long-term incentive (LTI) opportunity of $1,500,000(2), and
• Retirement and welfare benefits generally available to all employees.
(1)
Following an expansion in her scope of responsibilities, Ms. Haynes-Gaspar’s salary was increased to $575,000 on February 19, 2023. For
more information see “Section Four - Base Salary” above.
(2)
Following an expansion in her scope of responsibilities, Ms. Haynes-Gaspar’s long-term incentive opportunity was increased to $2,000,000.
For more information see “Section Four - 2023 Long-Term Incentive Compensation” above.
In addition, to partially offset amounts that Ms. Haynes-Gaspar forfeited upon her departure from her prior
employer, the HRCC approved certain on-boarding payments described below. Based on information provided
by its compensation consultant, the HRCC determined that these awards are customary for executive
on-boarding pay packages and, in this case, were necessary to induce Ms. Haynes-Gaspar to join the Company.
• Cash award of $500,000 to offset a portion of equity and annual bonus that Ms. Haynes-Gaspar forfeited
upon termination from her prior employer. This cash award was paid in two installments:
– The first installment of $250,000 was paid upon her joining the Company, subject to a “clawback” if
Ms. Haynes-Gaspar resigns or is terminated by the Company for cause before the 2-year anniversary of her
start date.
– The second installment of $250,000 was paid to her in early 2024 on the first anniversary of her start date,
subject to “clawback” if Ms. Haynes-Gaspar resigns or is terminated by the Company for cause before the
2-year anniversary of her start date.

• Equity award valued at $1,200,000 consisting of time-based restricted stock, which will vest in one-third
annual installments, subject to continued service and other customary terms(1). This equity award offsets
equity that Ms. Haynes-Gaspar forfeited upon termination from her prior employer and aligned her interests
with shareholders by providing immediate equity stake in the Company.
(1)
Severance Compensation to Be Paid to Scott Trezise, our former EVP,

Human Resources
As described further below, we reduced the responsibilities of Mr. Trezise in 2023 and he was involuntarily
terminated on April 5, 2024.
Mr. Trezise joined as an executive officer in 2013, and over the past decade played a key role in facilitating
several critical executive transitions and re-shaping our workforce to address the rapidly evolving digital needs
of our customers. After our current CEO joined us in November 2022, Mr. Trezise collaborated with her on
building a new senior leadership team, including the successful recruitment of Ms. Haynes-Gaspar and several
other new senior leaders. On March 1, 2023, the HRCC granted Mr. Trezise, in his capacity as Executive Vice
President, Human Resources, an LTI award valued at $3,000,000.(1)
In April 2023, our CEO elected to initiate a search to replace Mr. Trezise, while retaining him in a non-executive
capacity to assist with key initiatives. In connection with these changes, the HRCC decreased Mr. Trezise’s base
annual salary to $535,000, effective April 30, 2023, and maintained his STI target opportunity at 100% of salary.
Following the hiring of his successor on September 1, 2023, Mr. Trezise assisted his successor in completing
additional executive transitions that ultimately resulted in the replacement of substantially all of the prior senior
leadership team that reported to our former CEO.
In exchange for Mr. Trezise’s delivery of a release of claims in connection with his termination, he will receive the
following compensation and benefits payments under our pre-existing executive severance plan and
broad-based programs that apply to our employees:
• Cash severance payment of $1,150,000(2),
• COBRA benefits for 52 weeks(2), and
• Pro-rated annual bonus for 2024 based on actual company performance payout(3).
In addition to these prior arrangements, the HRCC exercised its discretion to approve the following treatment
for a pro-rated portion of his outstanding equity, effective upon his termination and also conditioned on his
delivery of a release of claims, and the remaining portion of his outstanding equity were forfeited:
• Accelerated vesting of a pro-rated portion, 155,370 shares, of the outstanding time-based restricted stock
granted to him in 2022 and 2023, with the remaining (68,298 shares) being forfeited.
• Continuation of a pro-rated portion, 191,425 target shares, of his outstanding performance-based restricted
stock granted to him in 2022 and 2023, subject to their original performance conditions and vesting dates as
disclosed elsewhere herein in the “Outstanding Equity Awards” table, with the remaining 354,071 shares of
these target stock awards being forfeited.
(1)
(2)
For more information see “-Other Benefits - Severance Benefits” below.
(3)
For more information see “Section Four - 2023 Short-Term Incentive Program” above.
2022 Special Transformation Award

During 2022, our leadership team was experiencing recruitment, retention and motivational challenges following
many years of revenue and adjusted EBITDA pressure, stock price decline, heavy workload to complete two
divestitures in 2022 and a third pending divestiture. In November of 2022, following candid talent discussions
with Ms. Johnson, the HRCC, with the assistance of its compensation consultant and management, approved a
transformation award for Mr. Goff to continue as General Counsel through April 2024.
In order to further align Mr. Goff’s interests with the Company’s successful execution of the pending sale of our
European operations, the HRCC awarded him a special cash award of $1,125,000 (“Special Transformation
Award”) subject to vesting in full (100%) on April 1, 2024 if the EMEA divestiture was completed by such date
and his continued employment through such date. Since these conditions were met, we paid Mr. Goff this award
on April 1, 2024.
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Other Benefits
As a final component of executive compensation, we provide certain benefits designed to be competitive, in the
aggregate, with similar benefits provided by our peers. We summarize these additional benefits below.
Retirement Plans
We maintain traditional broad-based qualified defined benefit and defined contribution retirement plans for our
employees who meet certain eligibility requirements. In addition to these qualified plans, we maintain
nonqualified supplemental plans that permit our officers to receive or defer amounts in excess of contribution
caps under the Code that limit the amount of benefits highly compensated employees are entitled to receive or
contribute under qualified plans. Additional information regarding our retirement plans is provided in the tables
and accompanying discussion included below under the heading “Compensation Tables.”
Change of Control Arrangements

We have agreed to provide cash and other severance benefits to each of our executive officers who is
terminated under certain specified circumstances following a change of control of Lumen.
Ms. Johnson entered into a change of control agreement which entitles her to receive, in connection with certain
qualifying terminations following a change of control of Lumen, (i) a lump sum payment equal to two and
one-half times the sum of (1) her base salary in effect at the date of termination plus (2) her target STI amount
for the year in which the date of termination occurs; (ii) a pro-rata bonus for the year of termination paid in the
ordinary course based on actual performance; (iii) two years of continued life insurance, disability, medical,
dental and hospitalization benefits (or an equivalent lump-sum payment where necessary to comply with plan
terms); and (iv) outplacement assistance for one year. For each of our other NEOs, if triggered, the benefits
under these change of control agreements include payment of (i) a lump sum cash severance payment equal to
a multiple of the officer’s annual cash compensation, (ii) the officer’s STI bonus, based on actual performance
and the portion of the year served, (iii) certain welfare benefits for a limited period and (iv) the value or benefit
of any LTI compensation, if and to the extent that the exercisability, vesting or payment thereof is accelerated
or otherwise enhanced upon a change of control pursuant to the terms of any applicable long-term equity
incentive compensation plan or agreement.
Under these agreements, change of control benefits are payable to our executive officers if within a certain
specified period following a change in control (referred to as the “protected period”), the officer is terminated
without cause or resigns with “good reason,” which is defined to include a diminution of responsibilities, an
assignment of inappropriate duties and a transfer of the officer exceeding 50 miles.
The table below shows (i) the length of the “protected period” afforded to officers following a change of control
and (ii) the multiple of salary and bonus payment and years of welfare benefits to which officers will be entitled
if change of control benefits become payable under our agreements and related policies:
Multiple of Years of
Annual Cash Welfare
Protected Period Compensation Benefits
CEO 2 years 2.5 times 2.5 years
Other Executives 1.5 years 2 times 2 years
Other Officers 1 year 1 time 1 year
For more information on change of control arrangements applicable to our executives, including our rationale
for providing these benefits, see “Compensation Tables — Potential Termination Payments — Payments Made
Upon a Change of Control.” For information on change of control severance benefits payable to our junior
officers and managers, see “— Severance Benefits” in the next subsection below.

Severance Benefits
Our executive severance plan provides cash severance payments equal to two years of total targeted cash
compensation (defined as salary plus the targeted amount of annual incentive bonus) for our CEO or one year
of total targeted cash compensation for any other senior officer in the event that the senior officer is
involuntarily terminated by us without cause in the absence of a change of control.
The table below shows (i) the multiple of salary and bonus payment and (ii) years of welfare benefits to which
officers will be entitled if a senior officer is involuntarily terminated by us without cause in the absence of a
change of control:
Multiple of Years of
Annual Cash Welfare
Compensation Benefits
CEO 2 times 2 years
Other Executives and Senior Officers 1 time 1 year
Under our executive severance plan, subject to certain conditions and exclusions, more junior officers or
managers receive certain specified cash payments and other benefits if they are either (i) involuntarily
terminated without cause in the absence of a change of control or (ii) involuntarily terminated without cause or
resign with good reason in connection with a change of control. Our full-time non-represented employees not
covered by our executive severance plan may, subject to certain conditions, be entitled to certain specified cash
severance payments in connection with certain qualifying terminations.
Under a policy that we adopted in 2012, we have committed to seek shareholder approval of any future senior
executive severance agreements providing for cash payments, perquisites and accelerated health or welfare
benefits with a value greater than 2.99 times the sum of the executive’s base salary plus target bonus.
Life Insurance Benefits

We sponsor a long-standing supplemental life insurance premium reimbursement plan that has been closed to
new participants for nearly a decade. Only one of our current senior officers (Mr. Goff) holds supplemental life
insurance policies for which we are obligated to pay the premiums. For 2023, we reimbursed Mr. Goff a total of
$10,957 for these premiums.
Perquisites
Officers are entitled to be reimbursed for the cost of an annual physical examination, plus related
travel expenses.
For several years and during the majority of 2023, the Company operated a fleet of company-owned aircraft for
use by our CEO and executives for business and personal travel. During this period, use of company-owned
aircraft by our executives was governed by an aircraft usage policy approved by the HRCC.
During 2023, our aircraft usage policy permitted the CEO to use our aircraft for personal travel up to $200,000
per year without reimbursing us and permitted each other executive officer to use our aircraft for personal
travel only if he or she paid for the cost of a flight in accordance with the terms of an Aircraft Timesharing
Agreement. In all such cases, personal travel was permitted only if aircraft was available and not needed for
superseding business purposes.
In late 2023, the Company sold its entire fleet of aircraft and entered into a time-share agreement with NetJets
to provide business and personal travel for our CEO and executives. In light of the change to NetJets, in early
2024, the HRCC reviewed the anticipated cost associated with the personal use of aircraft for our CEO and
executives and revised our aircraft usage policy to change the annual usage limit for our CEO from $200,000 to
50 flight hours.
For purposes of valuing and reporting the use of our aircraft, we determine the incremental cost of aircraft
usage on an hourly basis, calculated in accordance with applicable guidelines of the SEC. The incremental cost
of this usage, which may be substantially different than the cost as determined under alternative calculation
methodologies, is reported in the Summary Compensation Table appearing below.
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For more information on the items under this heading, see the Summary Compensation Table appearing below.
Other Employee Benefits

We maintain certain broad-based employee welfare benefit plans in which the executive officers are generally
permitted to participate on terms that are either substantially similar to those provided to all other participants
or which provide our executives with enhanced benefits upon their death or disability.
Section Five - HRCC Engagement and

Compensation Governance
Role of Human Resources and Compensation Committee
Our highly competitive business requires attracting, developing and retaining a motivated team inspired by
leadership, engaged in meaningful work, motivated by growth opportunities and thriving in a culture that
embraces diversity, inclusion and belonging. Understanding and anticipating the priorities of our current and
future employees is important to realizing our purpose to further human progress through technology. As
described above, the HRCC is responsible for overseeing Lumen’s human resources strategies, prioritizing
Lumen’s efforts to attract and retain employees and leaders with the skills and experience needed to achieve
our strategic objectives in dynamic market conditions and creating an environment promoting equity and
diversity. During 2023, the HRCC engaged with management on several issues impacting Lumen’s human capital
strategy, including: effective employee engagement; diversity, inclusion and belonging; positive corporate
culture, pay equity, executive and employee succession, recruiting and retention. In addition, as discussed
elsewhere herein, the HRCC spent a considerable amount of time in 2023 engaged with management and the
HRCC’s independent compensation consultant on our incentive programs and our share usage, burn rate,
dilution and overhang levels.

Year-round Engagement Informs Compensation Design

and Awards
The HRCC’s processes to review and approve our executive compensation programs are both cyclical
and ongoing.
REVIEW CURRENT MARKET TRENDS AND REVIEW COMPANY APPROVE CURRENT

PERFORMANCE FEEDBACK STRATEGY PERFORMANCE
OBJECTIVES PAYOUTS AND SET
• At-least quarterly • Annual Board meeting
PERFORMANCE
• Quarterly review of engagement with the to set annual and OBJECTIVES FOR THE
year-to-date results HRCC’s independent long-term strategy UPCOMING YEAR
and projected compensation • Board approval of • Year-end review of
performance during consultant annual budget and year-to-date results
the respective
• Review compensation long-term plan and performance
performance periods
trends at peer during the respective
(one- or three-years)
companies and performance periods
to measure our
market influences (one- or three-years)
projected payouts
against targets • Shareholder to calculate and
and peers engagement in the approve our payouts
spring and fall, more against targets
• At-least annual review
often if the opportunity and peers
of realized and
arises, to listen to • Implement any
realizable pay and tally
feedback from program design
sheets for our senior
shareholders regarding changes to our
leadership team
executive performance
compensation and objectives in light of
incentive design business priorities,
shareholder input,
corporate governance
trends, best practices
and regulatory
developments
• The HRCC approves
performance
objectives and
rigorous targets for
the upcoming year
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HRCC Executive Compensation Review Process

The HRCC’s annual process for compensation oversight, design and decisions includes
Performance objectives align with strategy Application of guidelines to administer

incentive awards
HRCC selects STI and LTI performance objectives
designed to drive execution of our overall business After the end of the performance period, initial
strategy. This includes engaging an independent payout projections, as adjusted under the HRCC’s
compensation consultant and discussing long-standing Guidelines, are compared against
compensation trends, our performance against peers Company performance for the entirety of the
and market influences throughout the year, as well as performance period. The HRCC reviews award values
considering feedback from shareholder engagement in light of the Guidelines and determines if positive or
regarding executive compensation and negative adjustments are necessary to mitigate the
incentive design. impact of extraordinary events.
Rigorous design and target setting process Performance results and calculated payouts
The HRCC establishes rigorous threshold, target and Upon completion of each fiscal year, after our actual
maximum performance levels for the selected financial performance results are determined,
objectives that are rooted in our annual budget, including any adjustments or discretion applied under
public guidance and long-range strategic plan. The our Guidelines, the incentive payouts are calculated
HRCC takes into consideration various factors and reviewed by Lumen’s Internal Audit. Then,
influencing our business, including but not limited to, individual bonus and equity payouts are determined
the decline in our legacy wireline revenues, the pace for our officers based on our LTI and STI programs
at which revenues are growing for digital services and the related performance and relevant individual
and new products, and the continuous need to adjust performance considerations.
our cost structure.
Monitor interim performance

On a quarterly basis, the HRCC monitors actual
performance and projected payouts under our
outstanding incentive awards.
Role of CEO and Management

The HRCC regularly reviews the compensation programs for our senior leadership team including our NEOs and
the broader range of participating employees to ensure they achieve our compensation objectives, including
aligning executive compensation with our strategies and shareholder interests. The HRCC closely monitors the
compensation programs and pay levels of executives from companies of similar size and complexity, to gauge
our compensation programs against market practices and trends to support our efforts to retain and incentivize
our executive talent.
For each member of the senior leadership team, the HRCC discusses directly with our CEO, in executive session
as appropriate, the CEO’s and HRCC’s assessment of each of their performance and the CEO’s
recommendations regarding each of their compensation as compared to “market” and internal equity (including
adjustments to base salary, target STI and annual LTI target opportunity). In executive session, the HRCC
discusses its assessment of the performance of our CEO and recommendations regarding the compensation for
our CEO (including adjustments to base salary, target STI and annual LTI target opportunity).

Role of Compensation Consultants

The HRCC engages an independent compensation consultant to assist in the design and review of executive
compensation programs, to determine whether the HRCC’s philosophy and practices are reasonable and
compatible with prevailing practices and to provide guidance on specific compensation levels based on industry
trends and practices.
Since July 2021, Semler Brossy has served as the HRCC’s independent compensation consultant and actively
participated in the design and development of our 2023 executive compensation programs. During 2023,
Semler Brossy supported the HRCC in developing the compensation packages for the incoming and outgoing
members of our senior leadership team and partnered with management on monitoring our share usage, burn
rate, dilution and overhang levels, review of industry trends and practices and evaluating changes to our 2024
LTI program.
Semler Brossy does not provide any other services to the Company and does not have a prior relationship with
any of our NEOs. As required by SEC rules and NYSE listing standards, the HRCC assessed the independence of
Semler Brossy and concluded that their work has not raised any conflicts of interest.
Role of Peer Companies

In the second half of each year, with assistance from its independent consultant, the HRCC reviews “peer
groups” of other companies comparable to Lumen for purposes of assessing the compensation for our senior
officers (Compensation Benchmarking Peer Group) and our total shareholder return performance (TSR Peer
Group) which will inform decisions regarding our executive pay programs and compensation decisions for the
upcoming year.
The HRCC’s deliberate approach to setting pay, as described under “Role of Peer Companies,” is intended to
ensure that our executive compensation program is appropriately calibrated to achieving the complementary
goals of delivering value to shareholders and attracting, rewarding and retaining the talent necessary to lead us
through our ongoing corporate evolution.
Compensation Benchmarking Peer Group

Annually, with the assistance of its compensation consultant and management, the HRCC reviews and approves
the Compensation Benchmarking Peer Group – a list of peer companies we use in the competitive market
analyses of compensation for our NEOs and senior officers.
We believe that our Compensation Benchmarking Peer Group should reflect Lumen’s industry, organizational
complexity and market for executive talent. However, we believe the list of direct peers is limited because few,
if any, other communications companies are similarly sized and similarly configured in terms of their lines of
business, markets and customers.
Further, as we continue to evolve into a technology-focused company, our employee base, peer group, and
compensation programs are also evolving. Although in the past we had considerable success in attracting and
retaining talent with fiscally prudent market-based pay packages, we now compete with software and other
technology-focused companies for a more limited pool of executive talent. As a result, the individuals in that
limited candidate pool, who frequently have unique talents and expertise, are able to command much higher
levels of compensation than what we have paid historically, making executive recruitment and retention
more challenging.
To address these challenges, the HRCC reviews and approves the list of companies that compose our
Compensation Benchmarking Peer Group during a two-step process.
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In the first step, we have used the framework below to capture companies that are comparable in size, have
similar business strategies and financial models, recognizing that there are very few, if any direct peers. The
following attributes were reviewed and screened in order of importance:
Screening Process Analysis of Screening Process Outcomes from Screening Process
Primary Screen • There are a limited number 2023 Compensation Benchmarking Peer Group
• Revenues (target of potential peer companies In August 2022, as a result of the screening process and
between one-half and with comparable revenues, based on input from HRCC’s independent consultant, the
two times our so the annual revenue for HRCC reviewed the 2022 Compensation Benchmarking
revenue); some of our peers are more Peer Group of 18 companies and approved the following
• Market capitalization or less than our targeted changes and approval of the 14 peer companies in our
(target between multiple. Our revenue is well 2023 Compensation Benchmarking Peer Group
one-third and three listed below.
positioned at the 47th
times our market cap); percentile compared to the • Remove 4 companies:
Secondary Screen peer company revenue. – Verizon Communications Inc. is a direct competitor
Additionally, each company in the cloud solutions business, but the other
• Assets (target between
one-third and three in our Compensation aspects of their business deviate from our business.
times our assets); and Benchmarking Peer Group is Verizon Communications Inc. is considerably larger
engaged in a line of business than us for all four financial screens.
• Enterprise value
(target between conducted by us, and are – Comcast Corporation is a direct competitor in
one-third and three included in the peer of peers broadband business, but the other aspects of their
times our and proxy advisor peer business deviate from our business. Comcast
enterprise value). screens, which further Corporation lists us as one of their peers, but is
considerably larger than us for all four
supports their inclusion in
Qualitative Screen financial screens.
such group.
• Focus on companies – BCE Inc. is a direct competitor in the traditional
with a growth strategy • There are very few peers fiber and telecommunications business in Canada,
similar to Lumen as it with market capitalization but the other aspects of their business deviate from
transitions away from similar to ours. The HRCC, in our business. BCE Inc. meets our revenue, assets
its traditional telecom agreement from its and enterprise value screens, but fails to meet our
business to independent consultant, market cap screen.
its enterprise believe revenue is a more – TELUS Corporation is a direct competitor in the
technology business.
appropriate, stable and traditional fiber and telecommunications business
• Disclosed peer common metric for sizing in Canada, but the other aspects their business
of peers; and selecting peer groups deviate from our business. TELUS Corporation
meets all four financial screens.
• Reverse peers; and and is a better measure for
• Peer group disclosed assessing organizational 2024 Compensation Benchmarking Peer Group
by proxy advisors. complexity. In August 2023, as a result of the screening process and
• The HRCC believes the use based on input from HRCC’s independent consultant, the
of the median and not the HRCC reviewed the 2023 Compensation Benchmarking
Peer Group of 14 companies and approved no changes
average, for competitive
to our 2024 Compensation Benchmarking Peer Group.
market data mitigates the
inclusion of both larger and
smaller peer companies.

Compared to the 2023 Compensation Benchmarking Peer Group, Lumen’s 2024 Compensation Benchmarking
Peer Group is positioned at the 47th percentile in terms of revenue and the 2nd percentile in terms of market
capitalization. These statistics represent a slight downwards shift compared to last year’s analysis, where Lumen
was positioned at the 54th and 16th percentiles, respectively.
In the second step, the HRCC’s compensation consultant calculates median salaries for our senior officer
positions using compensation data publicly disclosed by members of the Compensation Benchmarking Peer
Group and, for executive positions with no publicly disclosed compensation data, the HRCC reviews
compensation survey data for companies in the telecommunications industry and general industry that are
generally similar to us in size. Then, the HRCC compares the compensation of each of our senior officers to the
median compensation of comparable officers derived from such market analysis to determine if our senior
officers are being paid below, at or above “market” rates.
The HRCC used median compensation data derived from its analysis of pay by members of our 2023
Compensation Benchmarking Peer Group to inform its compensation decisions and offer packages for our
senior officers throughout 2023. For more information see “Section One - Executive Summary - Continued
Leadership Transition” and “Section Four - Compensation, Design, Awards and Payouts for 2023” above.
Once established, we believe that a well-selected peer group for compensation benchmarking should remain
fairly stable for several years to help inform reliable and consistent market positioning, longer-term pay trends
and market practices. Our Compensation Benchmarking Peer Group is summarized in the table following
discussion of our TSR Peer Group below.
TSR Peer Group

We separately maintain a TSR Peer Group for purposes of measuring our relative stock price performance,
which impacts payouts under our most recent LTI grants. As discussed above, our Compensation Benchmarking
Peer Group is somewhat constrained by the number of companies based on revenue, enterprise value and
market cap size. However, our TSR Peer Group is composed of a broader universe of companies we believe
investors are considering when evaluating whether to invest in Lumen or our industry because profiles of
investment opportunity and risk are likely to be more important to an investor than company size.
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During the second half of 2022 and early 2023, in preparation for the 2023 LTI grant, the HRCC’s independent
consultant collaborated with management as part of an evaluation process to identify and screen relevant public
companies to determine our TSR Peer Group, with the desired result of at least 15 to 20 peer companies,
as follows:
Screening Process Analysis of Screening Process Outcomes from Screening Process
Primary Screen • The analysis of our 2023 TSR 2023 TSR Peer Group
• The primary consideration Peer Group started with a In January 2023, as a result of the screening
when selecting our TSR Peer review of our 2022 TSR Peer process and based on input from HRCC’s
Group for 2023 was the need Group, which was independent consultant, the HRCC reviewed
to have peers with similar comprised of: and approved the following changes:
industry, business and risk
– 12 TSR peers from U.S. • Remove 1 US and 4 non-US companies:
profiles as ours.
technology and telecom
• Start with a universe of – BT Group, plc
industry; and
potential similar industry peers – Orange S.A.
with technology, – 3 large international
telecommunications, cable and integrated telco – Telefonica S.A.
satellite services and various companies based outside – TELUS Corporation
technology industries within the U.S. (BT Group plc,
our GICS industry and – United States Cellular Corporation
Orange S.A. and
sub-industry; • Add 5 companies in the Communications
Telefonica S.A.).
Secondary Screen Services sector:
• The three non-U.S. companies
• Conduct a historical stock price were recommended for – 4 of the 5 were highly correlated for
correlation between Lumen and removal due to the recently historical stock price and Beta screens
a potential peer universe based completed divestitures of our ◦ Cable One, Inc.
on the industry sectors Latin American and EMEA
identified; and ◦ Charter Communications, Inc.
business that make their
• Perform back-testing on inclusion less relevant ◦ Cogent Communications Holding, Inc.
historical stock performance going forward. ◦ Consolidated Communications
(including TSR and Beta and
• In the next step, management Holding, Inc.
impacts of macroeconomic
factors that would impact all and the HRCC’s independent – Frontier Communications Parent, Inc.,
companies similarly). consultant reviewed which recently emerged from bankruptcy
Qualitative Screen companies in the S&P 1500 • Therefore, the HRCC approved the 15 peer
Communications Services companies in our 2023 TSR Peer Group
• Focus on companies with a sector and selected five listed below.
growth strategy similar to
additional companies to 2024 TSR Peer Group
Lumen as it transitions away
maintain a robust sample of
from its traditional Telecom
peers (of at least 15 to 20 In August 2023, as a result of the screening
business to Enterprise
process and based on input from HRCC’s
Technology. peer companies) and because
independent consultant, the HRCC reviewed
they are large, complex and
• Disclosed peer of peers; the 2023 TSR Peer Group of 15 companies and
provide services similar approved no changes to our 2024 TSR
• Reverse peers; and
to ours. Peer Group.
• Disclosed compensation peer
group by proxy advisors. In December 2023, DISH Network Corp was
acquired by EchoStar Corporation and will be
excluded from our 2024 TSR peer group and
2024 annual LTI awards.

Compared to the 2023 TSR Peer Groups, Lumen’s 2024 TSR Peer Group is positioned at the 5th percentile
in terms of three-year TSR and the 23rd percentile in terms of market cap. These statistics represent a
downwards shift compared to last year’s analysis, where Lumen was positioned at the 31st and 46th
percentiles, respectively.
The 2023 Compensation Benchmarking and TSR Peer Groups are summarized in the table below.
Our Compensation Common to both Our TSR Peer

Benchmarking Peer peer groups Group
Group
Cognizant Technology Charter Communications AT&T, Inc.
Solutions Corp CISCO Systems Inc. Cable One, Inc.
DXC Technology Corp DISH Network Corp. Cogent Communications
Hewlett Packard Enterprise Liberty Global plc Holdings, Inc.
Oracle Corp Motorola Solutions, Inc. Comcast Corporation
QUALCOMM Inc. Consolidated Communications
Seagate Technology plc EchoStar Corporation
T-Mobile US, Inc. Frontier Communications
VMWare Parent, Inc.
Western Digital Corp Telephone & Data Systems Inc.
Verizon Communications Inc.
Viasat, Inc.
14 Compensation 15 TSR peers

Benchmarking peers
Stock Ownership Guidelines

Under our current stock ownership guidelines, our executive officers are required to beneficially own Lumen
stock in market value equal to a multiple of their annual salary, as outlined in the table below and each outside
director must beneficially own Lumen stock equal in market value to five times the annual cash retainer payable
to outside directors.
Stock Ownership Guidelines
Party Guideline Value(1)(2)

CEO 6X Base Salary $ 7,200,000
Other Current NEOs 3X Base Salary $ 2,075,000
Outside Directors 5X Annual Cash Retainer $ 500,000
(1)
Value for CEO of $7.2M is based on Ms. Johnson’s annual salary as of December 31, 2023.
(2)
Value for our other Current NEOs is based on the average annual salary for such officers as of December 31, 2023.
Each executive officer and outside director has three and five years, respectively, to attain these targets. For any
year during which an executive or outside director does not meet his or her ownership target, the executive or
director is required to hold 65% of the Lumen stock that he or she acquires through our equity compensation
programs, excluding shares sold to pay related taxes.
Before the recent decline in the trading price of the Common Shares, all of our executive officers and all of our
outside directors were in compliance with our stock ownership guidelines, or otherwise within their three and
five year compliance window.
In November 2023, Ms. Johnson and Mr. Stansbury acquired 1,000,000 and 500,000 shares, respectively, on the
open market.
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As of March 21, 2024, out of our 15 executive officers and outside directors, five(1) were in compliance, six(2) were
out of compliance and four(3) were within were within their respective three and five year compliance windows,
against their respective stock ownership guidelines.
In accordance with the guidelines, each executive officer and outside director not in compliance with the
guidelines will be required to hold 65% of the Common Shares that he or she acquires through Lumen’s equity
compensation programs, excluding shares sold to pay related taxes, until they are once again in compliance.
(1)
Messrs. Clontz, Glenn and Stansbury and Messes. Johnson and Haynes-Gaspar were in compliance.
(2)
Messrs. Chilton, Brown, Goff and Roberts and Messes. Bejar and Siegel were out of compliance.
(3)
Mr. Allen, who joined our Board on February 25, 2021, has until February 25, 2026 to comply with these guidelines. Mr. Fowler, who
joined our Board on August 7, 2023, has until August 7, 2028 to comply with these guidelines. Mr. Jones, who joined our Board on January 1,
2020, has until January 1, 2025 to comply with these guidelines. Ms. Linear, who joined our Board on February 22, 2024, has until February
22, 2029 to comply with these guidelines.
Human Resources and Compensation

Committee Report
The HRCC has reviewed and discussed with management the report included above under the heading
“Compensation Discussion & Analysis.” Based on this review and discussion, the HRCC recommended to the
Board that the Compensation Discussion & Analysis report be included in this proxy statement and incorporated
into our Annual Report on Form 10-K for the year ended December 31, 2023.
Submitted by the Human Resources and Compensation Committee of the Board of Directors.
Laurie A. Siegel (Chair)
Martha H. Bejar
Steven T. Clontz
T. Michael Glenn
Michael J. Roberts

Compensation Tables
Summary Compensation Table

The following table sets forth the compensation paid to each of our NEOs in all capacities in which they served
for fiscal years 2021, 2022 and 2023.
Summary Compensation Table
Name and Non-equity Change in

Principal Stock Incentive Plan Pension All Other
Position Year Salary Bonus(1) Awards(2) Compensation(3) Value(4) Compensation(5) Total
Current NEOs
Kate Johnson 2023 $1,200,000 $ — $ 6,215,329 $ 1,996,800 $ — $180,834 $ 9,592,963
President and 2022 180,840 1,000,000 3,013,700 329,129 — 254,461 4,778,130
CEO
Chris Stansbury 2023 $ 800,000 $ — $ 3,271,226 $ 915,200 $ — $ 10,354 $4,996,780
EVP and CFO 2022 565,200 150,000 8,792,466 642,915 — 10,854 10,161,435
Ashley Haynes- 2023 $ 553,972 $ 250,000 $ 2,160,675 $ 483,950 $ — $ 9,000 $ 3,457,597
Gaspar
EVP, Customer
Experience
Officer
Stacey W. Goff 2023 $ 700,000 $ — $ 1,079,907 $ 698,880 $ 176,563 $ 63,999 $ 2,719,349
EVP, General 2022 656,338 — 2,336,539 716,721 — 44,653 3,754,251
Counsel and
Secretary 2021 600,018 — 2,444,501 720,021 — 22,557 3,787,097
Former NEO
Scott A. 2023 $ 548,041 $ — $ 1,439,876 $ 410,372 $ — $ 12,200 $ 2,410,489
Trezise(6) 2022 531,293 — 1,557,694 483,477 — 14,150 2,586,614
Former EVP,
Human 2021 503,091 — 1,466,698 495,694 — 11,600 2,477,083
Resources
(1)
Represents on-boarding bonuses paid following start date and subject to 2-year clawback if the NEO resigns or is terminated for Cause
before the 2-year anniversary of their start date.
(2)
For 2023, the amounts shown in this column reflect the fair value of annual grants of restricted stock or restricted stock unit awards made to
our named executives under our LTI program. For additional information about these equity grants, see the section entitled, “Long-Term
Incentive Compensation” in our CD&A. The fair value of the time-vested and performance-based awards presented in the table above has
been determined in accordance with FASB ASC Topic 718, based on the closing trading price of our Common Shares on the day of grant, as
well as certain adjustments and assumptions set forth in Note 12 titled “Stock-based Compensation” of the notes to our audited financial
statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The aggregate value of the LTI awards
granted to each named executive in 2023, assuming maximum payout of his or her performance-based award, would be as follows:
Ms. Johnson, $6,927,009, Mr. Stansbury, $4,706,110, Ms. Haynes-Gaspar, $2,630,902, Mr. Goff, $1,608,913 and Mr. Trezise, $2,145,217. As
noted in the Compensation Discussion and Analysis, the grant date values of the equity awards reflect significantly lower grant date values
($0.92-$2.39) as compared to the stock price used to calculate the number of time-based and performance-based equity awards granted
($3.90), which was based on a 15-day volume-weighted average closing price. As a result, the values reported in this column are significantly
below the NEOs’ LTI target grant values for 2023.
(3)
The amounts shown in this column reflect cash payments made under our short-term incentive program for actual performance in the
respective years. For additional information, see the section entitled, “2023 STI Program” in our CD&A.
(4)
Reflects the net change during each of the years reflected in the present value of Mr. Goff’s accumulated benefits under the defined benefit
plan discussed below under the heading “— Pension Benefits.”
(5)
For fiscal 2023, the amounts shown in this column are comprised of (i) personal use of our aircraft; (ii) Company contributions or other
allocations to our defined contribution plans; (iii) payments of life insurance premiums under a legacy reimbursement plan; and (iv) personal
identity theft protection service, in each case for and on behalf of the named executives as follows:
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Compensation Tables
All Other Compensation - 2023

Identity Total 2023
Aircraft Contributions Insurance Theft All Other
NEO Use to Plans Premiums Protection Compensation
Current NEOs
Ms. Johnson(6) $171,834 $ — $ — $9,000 $ 180,834
Mr. Stansbury(7) — 1,354 — 9,000 10,354
Ms. Haynes-Gasper(8) — — — 9,000 9,000
Mr. Goff — 53,042 10,957 — 63,999
Former NEO
Mr. Trezise(9) — 12,200 — — 12,200
For additional information regarding perquisites, see “Compensation Discussion & Analysis.”
(6)
Ms. Johnson’s employment with us began on November 7, 2022.
(7)
Mr. Stansbury’s employment with us began on April 4, 2022.
(8)
Ms. Haynes-Gaspar’s employment with us began on January 9, 2023.
(9)
Mr. Trezise’s’ employment with Lumen will end on April 5, 2024.
Grant of Plan Based Awards

The following table presents additional information regarding all equity and non-equity incentive plan awards
granted to our NEOs in fiscal 2023.
Grants of Plan-Based Awards
All other
Estimated Future Share Payouts Stock
Range of Payouts Under Non-Equity Under Equity Incentive Awards:
Type of Incentive Plan Awards(1) Plan Awards (2)
Unvested Grant Date
Award and Threshold Target Maximum Threshold Target Maximum Shares(4) Fair Value
NEO Grant Date(3) ($) ($) ($) (#) (#) (#) (#) Awards(5)
Current NEOs
Ms. Johnson Bonus $1,200,000 $2,400,000 $4,800,000 — — — — —
TBRS - Annual — — — — — — 1,459,854 $3,489,051
PBRS - EBITDA — — — 547,446 1,094,891 2,189,782 — 1,718,979
PBRS - Relative — — — 547,445 1,094,890 2,189,780 — 1,007,299
TSR
Mr. Stansbury Bonus $ 500,000 $1,000,000 $2,000,000 — — — — —
TBRS - Annual — — — — — — 768,344 $1,836,342
PBRS - EBITDA — — — 288,130 576,259 1,152,518 — 904,727
PBRS - Relative — — — 288,129 576,258 1,152,516 — 530,157
TSR
Ms. Haynes- Bonus $ 276,986 $ 553,972 $ 1,107,944 — — — — —
Gasper TBRS - Initial — — — — — — 224,022 $1,200,758
TBRS - Annual — — — — — — 204,891 489,689
PBRS - EBITDA — — — 76,835 153,669 307,338 — 241,260
PBRS - Relative — — — 76,835 153,669 307,338 228,967
TSR
Mr. Goff Bonus $ 420,000 $ 840,000 $ 1,680,000 — — — — —
TBRS - Annual — — — — — — 230,503 $ 550,902
PBRS - EBITDA — — — 86,439 172,878 345,756 — 271,418
PBRS - Relative — — — 86,439 172,877 345,754 — 257,587
TSR

Compensation Tables
All other
Estimated Future Share Payouts Stock
Range of Payouts Under Non-Equity Under Equity Incentive Awards:
Type of Incentive Plan Awards(1) Plan Awards(2) Unvested Grant Date
Award and Threshold Target Maximum Threshold Target Maximum Shares(4) Fair Value
NEO Grant Date(3) ($) ($) ($) (#) (#) (#) (#) Awards(5)
Former NEO
Mr. Trezise(6) Bonus $ 274,021 $ 548,041 $ 1,096,082 — — — — —
TBRS - Annual — — — — — — 307,337 $ 734,535
PBRS - EBITDA — — — 115,252 230,504 461,008 — 361,891
PBRS - Relative — — — 115,252 230,503 461,006 — 343,449
TSR
(1)
Represents potential payouts under the annual STI bonus program for 2023 for our named executives. The actual amounts paid for 2023
performance are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Failure to meet
the “threshold” level of performance would result in no payout to the executive.
(2)
Represents the performance-based portion of our annual LTI grants, which were issued on May 18, 2023 to Ms. Johnson and Mr. Stansbury,
and on March 1, 2023 to all other NEOs. Payout under these awards (restricted stock or RSUs) may range between zero to 200%. For
information regarding the performance metrics on which vesting is contingent, please see note 6 to the “Outstanding Equity Awards” table.
(3)
Definitions of these terms and information on the grant dates appear elsewhere in these footnotes.
(4)
Represents the time-based portion of our annual LTI awards granted to our NEOs on March 1, 2023 (restricted stock or RSUs). One-third of
these annual LTI grants vested on March 1, 2024 and the remainder will vest on March 1 of 2025 and 2026. For Ms. Haynes-Gaspar, also
includes an initial on-boarding award granted on January 9, 2023, one-third of which vested on January 9, 2024 and the remainder of which
will vest in two equal installments on January 9 of 2025 and 2026, as described in more detail under “Compensation Discussion & Analysis —
Part Four — Compensation Arrangements Related to Leadership Transition — Compensation for Ashley Haynes-Gaspar, our new EVP,
Customer Experience Officer.” Vesting of all of the aforementioned time-based restricted stock or RSUs is subject to the executive’s
continued employment through the vesting date or as otherwise provided in the executive’s award agreement.
(5)
Calculated in accordance with FASB ASC Topic 718 in the manner described in Note 1 to the Summary Compensation Table above.
(6)
Mr. Trezise’s employment was involuntarily terminated on April 5, 2024, and in exchange for delivering of a release of claims, the HRCC
accelerated vesting of a pro-rated portion of his outstanding time-based restricted stock awards and permitted him to retain a portion of his
outstanding performance-based restricted stock awards, subject to their original performance conditions and vesting dates, with the
remainder of his equity grants forfeited, all as described in more detail under “Compensation Discussion & Analysis — Part Four —
Compensation Arrangements Related to Leadership Transition — Severance Compensation to be Paid to Scott Trezise, our former EVP,
Human Resources.”
For more information, see Compensation Discussion & Analysis—Section Four—Compensation Design, Awards
and Payouts for 2023” and “—Potential Termination Payments.”
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Compensation Tables
Outstanding Equity Awards

The following table summarizes information about all outstanding unvested equity awards held by our named
executives as of December 31, 2023.
Outstanding Awards at December 31, 2023
Stock Awards Equity Incentive Awards(1)

Market
Value of Market Value
Number of Shares that Number of of Unvested
Unvested Shares Have Not Unvested Shares Shares or
Name Grant Date or Units (#)(2) Vested ($) or Units (#) Units ($)
Current NEOs
(3)
Ms. Johnson 11/7/2022 234,079 $ 428,365 — $ —
3/1/2023 1,459,854 2,671,533 — —
(6)
5/18/2023 — — 2,189,781 4,007,299
(4) (7)
Mr. Stansbury 4/4/2022 422,140 $ 772,516 236,435 $ 432,676
3/1/2023 768,344 1,406,070 — —
(6)
5/18/2023 — — 1,152,517 2,109,106
(5)
Ms. Haynes-Gasper 1/9/2023 224,022 $ 409,960 — $ —
(6)
3/1/2023 204,891 374,951 307,338 562,429
(8)
Mr. Goff 2/24/2021 22,384 $ 40,963 100,728 $ 184,332
(7)
2/25/2022 56,326 103,077 126,734 231,923
(6)
3/1/2023 230,503 421,820 345,755 632,732
Former NEO
(8)
Mr. Trezise 2/24/2021 13,431 $ 24,579 60,437 $ 110,600
(7)
2/25/2022 37,551 68,718 84,489 154,615
(6)
3/1/2023 307,337 562,427 461,007 843,643
(1)
Represents performance-based equity awards, payouts of which may range between zero to 200%. The table above assumes that, as of
December 31, 2023, we would perform at “target” levels for our annual 2021, 2022 and 2023 awards, such that all performance-based shares
granted to each named executive would vest at 100%. With respect to our 2021 performance-based equity awards, our actual performance
was "below threshold" and no shares vested (see note 6 below).
(2)
Except as otherwise provided in notes 3, 4 or 5 below, represents an annual grant of time-vested restricted stock that will vest in three equal
installments on March 1 of each of the first three years following the grant date, subject to the executive’s continued employment through
the applicable vesting date.
Vesting Dates
Grant Date Vesting Date

February 24, 2021 for Messrs. Goff and Trezise March 1, 2024
February 25, 2022 for Messrs. Goff and Trezise Two equal installments on March 1 of 2024 & 2025
March 1, 2023 for Messes. Johnson and Haynes-Gasper and Three equal installments on March 1 of 2024, 2025, 2026
Messrs. Stansbury, Goff and Trezise
(3)
Represents the unvested portion of a pro-rated annual grant of time-vested restricted stock for Ms. Johnson that was granted upon her start
and will vest in two equal installments on November 7 of 2024 and 2025, subject to her continued employment through the applicable
vesting date. If Ms. Johnson is terminated without Cause or she resigns with Good Reason before the third anniversary of her start date
(November 7, 2022), a prorated number of outstanding awards (based on number of days from grant date to separation date) will
accelerate (time-based) or remain outstanding subject to original terms (performance-based); any remaining outstanding shares will
be forfeited.
(4)
Mr. Stansbury was awarded two grants of time-vested restricted stock upon his start, consisting of an (1) annual grant and (2) initial grant,
subject to his continued employment through the applicable vesting dates. Of the 105,082 shares of his unvested restricted stock granted in
connection with his annual award, half vested on April 4, 2024 and the other half is scheduled to vest on April 4 2025, subject to his
continued employment through such date. Of the 317,058 shares of his unvested restricted stock granted in connection with his initial grant,
22,647 vested on April 4, 2024, 22,647 are scheduled to vest on April 4, 2025, and two installments of 135,882 each are scheduled to vest on
April 4, 2027 and April 4, 2029, subject to his continued employment through such vesting dates.
(5)
One-third of Ms. Haynes-Gaspar’s time-vested restricted stock granted upon her start vested on January 9, 2024, with the remainder
scheduled to vest in two equal installments on January 9, 2025 and January 9, 2026, subject to her continued employment through such
vesting dates.

Compensation Tables
(6)
Represents the performance-based portion of our 2023 annual restricted stock or restricted stock unit awards. The number of shares earned
will range between 0 to 200% of the number granted, with the number earned determined depending on the Company’s achievement of the
following two separate performance targets for the three-year period from 2023 to 2025: (1) 50% of the total target shares granted will be
earned depending on the Company’s cumulative Adjusted EBITDA results and (2) 50% of the total target shares granted will be based on
the Company’s relative total shareholder return against the performance of a peer group of companies in the communications industry,
subject to certain limits if our TSR is negative. These awards will vest on March 1, 2026, subject to meeting such targets and the executive’s
continued employment through the vesting date.
(7)
will range between 0 to 200% of the number granted, with the number earned determined depending on the Company’s achievement of the
following two separate performance targets for the three-year period from 2022 to 2024: (1) 50% of the total target shares granted will be
earned depending on the Company’s cumulative Adjusted EBITDA results and (2) 50% of the total target shares granted will be based on
subject to certain limits if our TSR is negative. These awards will vest as follows, subject to meeting such targets and the executive’s
continued employment through the vesting date.
Vesting Dates
Grant Date Vesting Date

February 25, 2022 for Messrs. Goff and Trezise March 1, 2025
April 4, 2022 for Mr. Stansbury April 4, 2025
(8)
could range between 0 to 200% of the number granted, with the number earned determined depending on the Company’s achievement of
the following two separate performance targets for the three-year period from 2021 to 2023: (1) 50% of the total target shares granted will
be earned depending on the Company’s cumulative Adjusted EBITDA results and (2) 50% of the total target shares granted will be based on
subject to certain limits if our TSR is negative. On March 1, 2024, Messrs. Goff and Trezise forfeited 100% of these shares due to our failure to
attain threshold levels with respect to both our Cumulative Adjusted EBITDA and TSR over the three-year performance period.
Stock Vesting Table

The following table provides details regarding the equity awards held by our named executives that vested
during 2023. Restricted stock or restricted stock units were the only equity awards held by our named
executives during 2023.
Stock Vested During 2023
Number of Shares Acquired

Name on Vesting(1) Value Realized on Vesting(2)
Current NEOs
Ms. Johnson 264,878 $344,341
Mr. Stansbury 75,187 182,704
Mr. Haynes-Gasper — —
Mr. Goff 69,529 224,579
Former NEO
Mr. Trezise 41,697 134,681
(1)
Represents time-vested equity awards that vested during 2023.
(2)
Based on the closing trading price of the Common Shares on the applicable vesting date.
Pension Benefits
The following table and discussion summarize pension benefits payable to one of our named executives under
(i) the Lumen Combined Pension Plan, a qualified retirement plan under Code Section 401(a), which permits
eligible participants (including officers) who have completed at least five years of service to receive a pension
benefit upon attaining early or normal retirement age and (ii) our non-qualified supplemental defined benefit
plan, which is designed to pay supplemental retirement benefits to certain officers in amounts equal to the
benefits such officers would otherwise forego due to Code limitations on compensation and benefits under
qualified plans. We refer to these particular defined benefit plans below as our “Qualified Plan” and our
“Supplemental Plan,” respectively and as our “Pension Plans,” collectively.
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Compensation Tables
Pension Benefits
Present Value of
Number of Years of Accumulated Benefit Payments During
Participating NEO(1) Plan Name Credited Service as of 12/31/23(2) Last Fiscal Year
Mr. Goff Qualified Plan 25 $ 861,841 $—
Supplemental Plan 25 506,506 —
(1)
None of Messes. Johnson or Haynes-Gaspar or Messrs. Stansbury or Trezise are eligible to participate in these plans since they joined the
company after both of our Pension Plans were closed to new participants.
(2)
These figures represent accumulated benefits as of December 31, 2023 based on several assumptions, including the assumption that the
executive remains employed by us and begins receiving retirement benefits at the normal retirement age of 65, with such accumulated
benefits being discounted from the normal retirement age to December 31, 2023 using discount rates ranging between 5.20% and 5.21%. See
Note 11 titled “Employee Benefits” of the notes to our audited financial statements included in Appendix B for additional information.
PENSION PLANS. With limited exceptions specified in the Pension Plans, we “froze” our Qualified Plan and
Supplemental Plan as of December 31, 2010, which means that no additional monthly pension benefits have
accrued under such plans since that date (although service after that date continues to count towards vesting
and benefit eligibility and a limited transitional benefit for eligible participants continued to accrue
through 2015).
Prior to this freezing of benefit accruals, the aggregate amount of each senior officer’s total monthly pension
benefit under the Qualified Plan and Supplemental Plan was equal to his or her years of service since 1999 (up
to a maximum of 30 years) multiplied by the sum of (i) 0.5% of his or her final average pay plus (ii) 0.5% of his
or her final average pay in excess of his or her Social Security covered compensation, where “final average pay”
was defined as his or her average monthly compensation during the 60 consecutive month period within his
or her last ten years of employment in which he received his or her highest compensation. Effective
December ͏31, 2010, the Pension Plans were amended to cease all future benefit accruals under the above
formula (except where a collective bargaining agreement provides otherwise). In lieu of additional accruals
under the above-described formula, each affected participant’s accrued benefit as of December 31, 2010 were
increased 4% per year, compounded annually through the earlier of December 31, 2015 or the termination of the
participant’s employment.
Under both Pension Plans, “average monthly compensation” is determined based on the participant’s salary plus
annual cash incentive bonus. Although the retirement benefits described above are provided through separate
plans, we have in the past transferred benefits from the Supplemental Plan to the Qualified Plan and reserve the
right to make further similar transfers to the extent allowed under applicable law. The value of benefits
transferred to the Qualified Plan, which directly offset the value of benefits in the Supplemental Plan, will be
payable to the recipients in the form of enhanced annuities or supplemental benefits and are reflected in the
table above under the “Present Value of Accumulated Benefits as of 12/31/23” column.
The normal form of benefit payment under both of our Pension Plans is (i) in the case of unmarried participants,
a monthly annuity payable for the life of the participant and (ii) in the case of married participants, an actuarially
equivalent monthly annuity payable for the lifetime of the participant and a survivor annuity payable for the
lifetime of the spouse upon the participant’s death. Participants may elect optional forms of annuity benefits
under each Pension Plan and, in the case of the Qualified Plan, an annuity that guarantees ten years of benefits,
all of which are actuarially equivalent in value to the normal form of benefit. The enhanced annuities described in
the prior paragraph may be paid in the form of a lump sum, at the participant’s election.
The normal retirement age is 65 under both of the Pension Plans. Participants may receive benefits under both
of these plans upon “early retirement,” which is defined as attaining age 55 with five years of service. Under
both of these plans, the benefit payable upon early termination is calculated under formulas that pay between
60% to 100% of the base plan benefit and 48% to 92% of the excess plan benefit, in each case with the lowest
percentage applying to early retirement at age 55 and proportionately higher percentages applying to early
retirement after age 55. For additional information on early retirement benefits, please see the applicable early
retirement provisions of the Qualified Plan, a copy of which we have filed with the SEC.

Compensation Tables
Deferred Compensation
The following table and discussion provide information on our (i) Supplemental Savings Plan, under which
certain named officers may elect to defer a portion of their salary in excess of the amounts that may be deferred
under our qualified 401(k) plans, and (ii) the deferred compensation arrangements we have with Mr. Goff,
which is described in more detail in the text following the table below. Only Mr. Goff has elected to participate in
the Supplemental Savings Plan and made contributions to the plan during 2023.
Deferred Compensation
Aggregate Aggregate
Balance at Executive Company Aggregate Aggregate Balance at
December 31, Contributions Contributions Earnings in Withdrawals/ December 31,
Participating NEO 2022(1) in 2023(2) in 2023(3) 2023(4) Distributions 2023(1)
Mr. Goff $ 2,869,692 $ 71,503 $40,842 $ 606,126 $— $ 3,588,163
(1)
This figure represents the aggregate balance of Mr. Goff’s Supplemental Savings Plan account.
(2)
The amount in this column reflects Mr. Goff’s contributions under the Supplemental Savings Plan of salary paid in 2023 and reported as 2023
salary compensation in the Summary Compensation Table.
(3)
This column includes our partial match of Mr. Goff’s contribution under the terms of the Supplemental Savings Plan, all of which was
included as 2023 compensation in the column of the Summary Compensation Table labeled “All Other Compensation.”
(4)
This column represents aggregate earnings in 2023 including interest, dividends and distributions earned with respect to deferred
compensation invested by Mr. Goff in the manner described in the text below.
Supplemental Savings Plan

Under our Supplemental Savings Plan, certain of our senior officers may defer up to 50% of their salary in excess
of the Code limit on annual contributions to a qualified 401(k) plan. For every dollar that an eligible participant
contributes to this plan up to 6% of his or her excess salary, we add an amount equal to the total matching
percentage then in effect for matching contributions made by us under our qualified 401(k) plan (which for
2023 equaled the sum of all of the initial 1% contributed and half of the next 5% contributed). All amounts
contributed under this supplemental plan by the participants or us are allocated among deemed investments
that follow the performance of the same broad array of funds offered under our qualified 401(k) plan. This is
reflected in the market value of each participant’s account. Participants may change their deemed investments
in these funds at any time. We reserve the right to transfer benefits from the Supplemental Savings Plan to our
qualified 401(k) or retirement plans to the extent allowed under Treasury regulations and other guidance.
The value of benefits transferred to our qualified plans directly offsets the value of benefits in the Supplemental
Savings Plan. Participants in the Supplemental Savings Plan normally receive payment of their account balances
in a lump sum once they cease working full-time for us, subject to any deferrals mandated by federal law.
Potential Termination Payments

The materials below discuss payments and benefits that our officers are eligible to receive if they: (i) resign or
retire, (ii) are terminated by us, with or without cause, (iii) die or become disabled, or (iv) become entitled to
termination benefits following a change of control of Lumen.
Notwithstanding the information appearing below, you should be aware that our officers have agreed to forfeit
their equity compensation awards (and profits derived therefrom) if they compete with us or engage in other
activity harmful to our interests while employed with us or within 18 months after termination. Certain other
compensation might also be recoverable by us under certain circumstances after termination of employment.
See “Compensation Discussion & Analysis—Our Governance of Executive Compensation—Forfeiture of Prior
Compensation” for more information.
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Compensation Tables
Payments Made Upon All Terminations

Regardless of the manner in which our employees’ employment terminates prior to a change of control, they are
entitled to receive amounts earned during their term of employment (subject to the potential forfeitures
discussed above). With respect to each such terminated employee, such amounts include his or her:
• salary through the date of termination, payable immediately following termination in cash;
• annual incentive bonus through the date of termination, but only if such employee served for at least three
months during the plan year (unless this service requirement is waived, or more favorable treatment is
applicable in the case of death or disability);
• equity awards that have vested;
• benefits accrued and vested under our qualified and supplemental defined benefit pension plans, with
payouts generally occurring at early or normal retirement age;
• vested account balance held in our qualified and supplemental defined contribution plans, which the
employee is generally free to receive at the time of termination; and
• rights to continued health care benefits to the extent required by law.
Payments Made Upon Involuntary Terminations

In addition to benefits described under the heading immediately above, employees involuntarily terminated by
us without cause prior to a change of control are also entitled, subject to certain conditions, to:
• payment of their annual incentive bonus or a pro rata portion thereof, depending on their termination date;
• if approved by the HRCC in its discretion, the terminated employee will (i) receive accelerated vesting of all,
or a portion of, unvested time-vested equity awards, (ii) be permitted to retain all or a portion of his or her
unvested performance-based equity awards for the remainder of the applicable performance period or (iii) a
combination of both; and
• a cash severance payment in the amount described under “Compensation Discussion & Analysis—Section
Four—Compensation Design, Awards and Payouts for 2023—Other Benefits—Severance Benefits” plus the
receipt of any short-term incentive bonus payable under their applicable bonus plan, continued health
coverage for the covered executive and his/her covered dependents for the shorter of 12 months following
cessation of employment and the period for which the individuals are eligible for and elect such coverage and
outplacement assistance benefits.
None of the benefits listed immediately above are payable if the employee resigns or is terminated for cause.
Payments Made Upon Retirement

Employees who retire in conformity with our retirement plans and policies are entitled, subject to certain
conditions, to:
• payment of their annual incentive bonus or a pro rata portion thereof, depending on their retirement date;
• post-retirement life, health and welfare benefits; and
• all of the benefits described under the heading “—Payments Made Upon All Terminations.”
In addition, the HRCC has discretion to accelerate the vesting of all, or a portion of, unvested time-vested equity
awards or to permit an employee who retires from the Company to retain all or a portion of his or her unvested
performance-based equity awards for the remainder of the applicable performance period.

Compensation Tables
Payments Made Upon Death or Disability

Upon death or disability, officers (or their estates) are generally entitled to (without duplication of benefits):
• payments under our disability or life insurance plans, as applicable;
• keep all of their time-vested equity awards, whether vested or unvested;
• vesting of their performance-based equity awards, with performance deemed achieved at target;
• payment of their annual incentive bonus or a pro rata portion thereof, depending on their date of death
or disability;
• continued rights to receive (i) life, health and welfare benefits at early or normal retirement age, in the event
of disabilities of employees with ten years of prior service, or (ii) health and welfare benefits payable to
surviving eligible dependents, in the event of death of employees meeting certain age and service
requirements; and
• all of the benefits described under the heading “—Payments Made Upon All Terminations,” except that (i)
death benefits under our retirement plans are generally available only to surviving spouses and (ii) benefits
payable to mentally disabled employees under our nonqualified defined benefit retirement plans may be paid
prior to retirement age.
Equity Acceleration Provisions of Ms. Johnson’s Offer Letter

In conjunction with appointing Ms. Johnson as our CEO in 2022, our Offer Letter with her provides that certain
outstanding, unvested equity awards will accelerate upon a “qualifying termination” within three years
following her start date. A “qualifying termination” is defined in her Offer Letter to include termination by us
without “cause” (as defined in our Executive Severance Plan) or termination by Ms. Johnson with “good
reason” (as defined in her Offer Letter). Upon a qualifying termination, vesting of a pro-rated portion of
unvested time-vested awards is accelerated and, with respect to performance-based awards, Ms. Johnson will
be permitted to retain a pro-rated portion of such awards although they will remain subject to their original
performance conditions and payout schedule (except upon her death, when the awards would pay out
at target).
Payments Made Upon a Change of Control

We have entered into agreements that entitle each of our executive officers who are terminated without cause
or resign under certain specified circumstances within certain specified periods following any change in control
of Lumen to receive (i) a lump sum cash severance payment equal to a multiple of such officer’s annual cash
compensation (defined as salary plus the average annual incentive bonus over the past three years) and (ii) the
other benefits described under “Compensation Discussion and Analysis—Section Four—Compensation Design,
Awards and Payouts for 2023—Other Benefits—Change of Control Arrangements.”
Under Lumen’s above-referenced agreements, a “change in control” of Lumen would be deemed to occur upon:
(i) any person (as defined in the Securities Exchange Act of 1934) becoming the beneficial owner of 30% or
more of the outstanding Common Shares, (ii) a majority of our directors being replaced, (iii) consummation of
certain mergers, substantial asset sales or similar business combinations, or (iv) approval by the shareholders of
a liquidation or dissolution of Lumen.
The above-referenced agreements provide the benefits described above if we terminate the officer’s
employment without cause or the officer resigns with “good reason,” which we describe further under the
heading “Compensation Discussion & Analysis—Our Compensation Program and Components of Pay—Other
Benefits–Change of Control Arrangements.” We have filed copies or forms of these agreements with the SEC.
Participants in our supplemental defined benefit plan whose service is terminated within two years of the
change in control of Lumen will receive a cash payment equal to the present value of their plan benefits (after
providing age and service credits of up to three years if the participant is terminated by us without cause or
resigns with “good reason”), determined in accordance with actuarial assumptions specified in the plan. Certain
account balances under our qualified retirement plans will also fully vest upon a change of control of Lumen.
126
Compensation Tables
Under the terms of our equity incentive plans, incentives granted under those plans will not vest, accelerate,
become exercisable or be deemed fully paid unless otherwise provided in a separate agreement, plan or
instrument. None of our equity award agreements provide for any such accelerated recognition of benefits
solely upon a change of control. Instead, our award agreements provide that any holder of incentives who is
terminated by us or our successor without cause or resigns with good reason following a change of control will
be entitled to receive full vesting of his or her time-vested restricted shares and continued rights under his or
her performance-based restricted shares (on the same terms as if he or she had not been terminated).
We believe the above-described change of control benefits enhance shareholder value because:
• prior to a takeover, these protections help us to recruit and retain talented officers and to help maintain the
productivity of our workforce by alleviating concerns over economic security and
• during or after a takeover, these protections (i) help our personnel, when evaluating a possible business
combination, to focus on the best interests of Lumen and its shareholders and (ii) reduce the risk that
personnel will accept job offers from competitors after the commencement of takeover discussions.
Estimated Potential Termination Payments

The table below provides estimates of the value of payments and benefits that would become payable if our
named executives were terminated in the manner described below, in each case based on various assumptions,
the most significant of which are described in the table’s notes.
Potential Termination Payments
Type of Termination of Employment(1)

Involuntary Termination
Termination Upon a
Type of Termination Without Change
Name Payment(2) Cause(3) Retirement(4) Disability Death of Control(5)
Ms. Johnson Annual Bonus $ 1,797,120 n/a $2,400,000 $2,400,000 $ 1,996,800
Equity Awards(6) 4,058,316 n/a 7,107,197 7,107,197 7,107,197
Pension and Welfare(7) 64,400 n/a — — 64,400
(8)
Cash Severance 7,200,000 n/a — — 9,000,000
Total $ 13,119,836 n/a $ 9,507,197 $ 9,507,197 $ 18,168,397
Mr. Stansbury Annual Bonus $ 748,800 n/a $ 1,000,000 $ 1,000,000 $ 779,058
Equity Awards(6) — n/a 4,720,368 4,720,368 4,720,368
(8)
Total $ 2,584,800 n/a $ 5,720,368 $ 5,720,368 $ 9,168,426
Ms. Haynes-Gaspar Annual Bonus $ 414,815 n/a $ 553,972 $ 553,972 $ 483,950
Equity Awards(6) — n/a 1,347,339 1,347,339 1,347,339
(8)
Total $ 1,570,415 n/a $ 1,901,311 $ 1,901,311 $ 4,139,489
Mr. Goff Annual Bonus $ 628,992 $ 628,992 $ 840,000 $ 840,000 $ 718,371
Equity Awards(6) — — 1,614,847 1,614,847 1,614,847
Pension and Welfare(7) 36,000 48,000 — — 69,000
Cash Severance(8) 1,540,000 — — — 3,080,000
Total $ 2,204,992 $ 676,992 $ 2,454,847 $ 2,454,847 $ 5,482,218
Mr. Trezise(9) Annual Bonus $ 410,373 $ 410,373 $ 548,041 $ 548,041 $ 489,586
Equity Awards(6) — — 1,764,581 1,764,581 1,764,581
Pension and Welfare(7) 33,000 — — — 33,000
Cash Severance(8) 1,150,000 — — — 2,300,000
Total $ 1,593,373 $ 410,373 $ 2,312,622 $ 2,312,622 $ 4,587,167

Compensation Tables
(1)
All data in the table reflects our estimates of the value of payments and benefits assuming the named officer was terminated on
December ͏31, 2023. The closing price of the Common Shares on such date was $1.83. The table reflects only estimates of amounts earned or
payable through or at such date based on various assumptions. Actual amounts can be determined only at the time of termination. If a
named officer voluntarily resigns or is terminated with cause, he or she will not be entitled to any special or accelerated benefits but will be
entitled to receive various payments or benefits that vested before the termination date. The table reflects potential payments based upon a
physical disability; additional benefits may be payable in the event of a mental disability.
(2)
As further described above, upon termination of employment, the named officers may become entitled to receive certain special,
accelerated or enhanced benefits, including, subject to certain exceptions, the right to receive payment of their annual cash incentive bonus,
an acceleration under certain circumstances of the vesting of their outstanding equity awards, current or enhanced pension and welfare
benefits, or cash severance payments. The table excludes (i) payments or benefits made under broad-based plans or arrangements
generally available to all salaried full-time employees and (ii) benefits, awards or amounts that the officer was entitled to receive prior to
termination of employment.
(3)
The amounts listed in this column reflect payments to which the named officer would be entitled to under our executive severance plan if
involuntarily terminated by us without cause prior to a change of control. The amounts listed in this column would not be payable if the
officer voluntarily resigns or is terminated for cause.
(4)
The amounts listed in this column reflect payments to which Mr. Goff and Mr. Trezise would be entitled to under the provisions our STI plan.
Mr. Goff is eligible to retire early under Lumen’s defined benefit pension plans described above under the heading “Executive
Compensation —Pension Benefits.” The amounts reflected in this column do not reflect the amount of lifetime annuity payments payable
upon early retirement, upon which Mr. Goff would have been entitled at December 31, 2023 to monthly annuity payments of approximately
$8,734 over his lifetime.
(5)
The information in this column assumes each named officer became entitled on December 31, 2023 to the benefits under Lumen’s
agreements in existence on such date described above under “—Payments Made Upon a Change of Control” upon an involuntary
termination without cause or resignation with good reason. All amounts are based on several assumptions.
(6)
The information in this row reflects the benefit to the named officer arising out of the accelerated vesting of some or all of his or her
restricted stock or RSUs triggered by the termination of employment. The information in this row also assumes that the HRCC would not
approve the named officer receiving accelerated vesting of any portion of his or her unvested time-based equity awards or being permitted
to retain any portion of his or her unvested performance-based equity awards, notwithstanding that in the past the HRCC has generally
approved both with respect to equity awards granted at least one year prior to the termination date.
(7)
The information in this row reflects only the incremental benefits that accrue upon an event of termination and excludes benefits that were
vested on December 31, 2023. For information on the present value of the named officers’ accumulated benefits under our defined benefit
pension plans, see “—Pension Benefits,” and for information on the aggregate balances of Mr. Goff’s non-qualified deferred compensation,
see “—Deferred Compensation.” As indicated above, the named officer would also be entitled to receive a distribution of his or her 401(k)
benefits and various other broad-based benefits.
(8)
The information in this row excludes, in the case of disability or death, payments made by insurance companies.
(9)
For actual amounts to be paid to Mr. Trezise in connection with his involuntary termination of employment on April 5, 2024, see “– Amounts
Paid to Former Executive” immediately below.
Amounts Paid To Former Executive

As noted previously, Mr. Trezise was involuntarily terminated on April 5, 2024. For a description of amounts and
benefits payable to Mr. Trezise in connection with his separation, see “Compensation Discussion &
Analysis – Part Four – Compensation Arrangements Related to Leadership Transition – Severance Compensation
to be Paid to Scott Trezise, our former EVP, Human Resources.”
CEO Pay Ratio Disclosure

As mandated by federal law and related SEC rules, we are required to disclose a ratio of the pay of our CEO to
that of our median employee. For 2023, the total compensation of our CEO, Ms. Johnson (as reported in the
Summary Compensation Table) was $9,592,963, while the annual total compensation for our median employee
was $84,804. As a result, the ratio of CEO pay to median employee pay was approximately 113 to 1.
We calculated our 2023 pay ratio using the following assumptions:
• Median employee determination. The median employee was determined by reviewing the annual total target
compensation (the sum of base salary, target short-term incentive and target long-term incentive awards) as
of December 31, 2023 for approximately 28,000 active employees employed on that date, excluding our CEO.
• Median employee identification. The median employee was identified as a Operations Technician II, employed
by us in the U.S. for 7 years.
• Median employee total compensation calculation. To determine the median pay ratio, we calculated the
median employee’s pay using the same pay elements and calculation methodology as used in determining the
CEO’s pay for purposes of disclosure in the Summary Compensation Table.
The SEC rules permit companies to choose between different methodologies for median pay calculations. Other
public companies may calculate their pay ratio using a different methodology than ours, and you should not
assume our ratio data is comparable to that of other companies.
128
Compensation Tables
Pay Versus Performance Disclosure

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive
compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for
the fiscal years listed below. The Human Resources and Compensation Committee did not consider the pay
versus performance disclosure below in making its pay decisions for any of the years shown.
Value of
Initial Fixed
$100
Average Investment
Summary Average based on:(4)
Summary Summary Compensation Compensation
Compensation Compensation Compensation Compensation Table Total Actually Paid Peer
Table Total for Table Total for Actually Paid to Actually Paid to for Non-PEO to Non-PEO Group Net Adjusted
PEO 1(1) PEO 2(1) PEO 1(1),(2),(3) PEO 2(1),(2),(3) NEOs(1) NEOs(1),(2),(3) TSR TSR Income EBITDA(5)
Year ($) ($) ($) ($) ($) ($) ($) ($) ($ Millions) ($ Millions)
2023 $ — $ 9,592,963 $ — $ 7,258,427 $3,396,054 $ 1,846,687 $ 17.52 $140.75 $ (10,298) $ 4,146

2022 19,816,806 4,778,130 (5,200,491) 4,368,986 5,145,256 511,978 49.96 90.34 (1,548) 6,703
2021 22,654,781 — 32,390,881 — 4,057,947 5,127,580 112.34 150.28 2,033 8,424
2020 16,959,233 — 10,189,461 — 3,162,186 2,308,534 80.91 123.61 (1,232) 8,489
(1)
Jeffery K. Storey was our PEO from May 24, 2018 to November 7, 2022 (“PEO 1”). Kathleen Johnson has been our PEO since November 7,
2022 (“PEO 2”). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2020 2021 2022 2023

Indraneel Dev Indraneel Dev Stacey W. Goff Stacey W. Goff
Stacey W. Goff Stacey W. Goff Chris Stansbury Chris Stansbury
Shaun C. Andrews Shaun C. Andrews Shaun C. Andrews Ashley Haynes-Gaspar
Scott A. Trezise Scott A. Trezise Scott A. Trezise Scott A. Trezise
Indraneel Dev
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not
reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation
Table Total with certain adjustments as described in footnote 3 below.
(3)
For 2023, compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set
forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the
totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value
column reflect the amounts, if any, attributable to the Change in Pension Value reported in the Summary Compensation Table. There are no
amounts reported in the Inclusion of Pension Service Cost because with limited exceptions specified in the Pension Plans, we “froze” our
defined benefit pension plans as of December 31, 2010, as described under the heading “ – Pension Benefits”.
Summary Exclusion of Inclusion of

Compensation Change in Exclusion of Pension Service Inclusion of Compensation
Table Total for Pension Value for Stock Awards for Cost for Equity Values for Actually Paid to
PEO 2 PEO 2 PEO 2 PEO 2 PEO 2 PEO 2
Year ($) ($) ($) ($) ($) ($)
2023 $9,592,963 $— $(6,215,329) $— $3,880,793 $ 7,258,427
Average Average
Summary Exclusion of Average Average Inclusion Average Inclusion Average
Compensation Change in Exclusion of of Pension of Equity Values Compensation
Table Total for Pension Value for Stock Awards for Service Cost for for Non-PEO Actually Paid to
Non-PEO NEOs Non-PEO NEOs Non-PEO NEOs Non-PEO NEOs NEOs Non-PEO NEOs
Year ($) ($) ($) ($) ($) ($)
2023 $3,396,054 $ (44,141) $(1,987,921) $— $ 482,695 $ 1,846,687

Compensation Tables
The amounts in the “Inclusion of Equity Values” columns in the tables above are derived from adding or
deducting the amounts set forth in the following tables:
Change in Fair
Year-End Fair Value from Last
Value of Equity Change in Fair Day of Prior Year
Awards Granted Value from Last Vesting-Date Fair to Vesting Date
During Year That Day of Prior Year Value of Equity of Unvested Fair Value at Last
Remained to Last Day of Awards Granted Equity Awards Day of Prior Year
Unvested as of Year of Unvested During Year that that Vested of Equity Awards Total - Inclusion
Last Day of Year Equity Awards for Vested During During Year for Forfeited During of Equity Values
for PEO 2 PEO 2 Year for PEO 2 PEO 2 Year for PEO 2 for PEO 2
Year ($) ($) ($) ($) ($) ($)
2023 $5,712,642 $(793,527) $— $ (1,038,322) $— $ 3,880,793
Average Year-
End Fair Value of Average Change
Equity Awards Average Change in Fair Value from
Granted During in Fair Value from Average Vesting- Last Day of Prior Average Fair
Year That Last Day of Prior Date Fair Value of Year to Vesting Value at Last Day
Remained Year to Last Day Equity Awards Date of Unvested of Prior Year of
Unvested as of of Year of Granted During Equity Awards Equity Awards Total - Average
Last Day of Year Unvested Equity Year that Vested that Vested Forfeited During Inclusion of
for Non-PEO Awards for Non- During Year for During Year for Year for Non-PEO Equity Values for
NEOs PEO NEOs Non-PEO NEOs Non-PEO NEOs NEOs Non-PEO NEOs
Year ($) ($) ($) ($) ($) ($)
2023 $ 1,580,761 $ (990,288) $— $(107,778) $— $482,695
(4)
The Peer Group TSR set forth in this table utilizes the S&P 500 Communication Services Sector Index, which we also utilize in the stock
performance graph appearing herein under the heading “Other Items-Lumen Performance History”. The comparison assumes $100 was
invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Communication
Services Sector Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to
Compensation Actually Paid to our PEO 2 and Non-PEO NEOs in 2023. Adjusted EBITDA measures the operational performance and
profitability of our businesses, and we use this measure in our compensation programs to incentivize and reward our senior officers to focus
on the combination of cost savings and profitable revenue growth. Adjusted EBITDA, which is described in further detail in Appendix A –
Non-GAAP Reconciliations, is a non-GAAP metric. This performance measure may not have been the most important financial performance
measure for prior years and we may determine a different financial performance measure to be the most important financial performance
measure in future years.
130
Compensation Tables
Relationship Between PEO and Non-PEO NEO Compensation

Actually Paid and Company Total Shareholder Return (“TSR”)
and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of
Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR and S&P 500
Communication Services Sector Index TSR over the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

Actually Paid and Net Income
Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently
completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

Compensation Tables

Actually Paid and Adjusted EBITDA
Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the four most recently
completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA
Tabular List of Most Important Financial

Performance Measures
The following table presents the financial performance measures that the Company considers to have been the
most important in linking Compensation Actually Paid to our PEO 2 and Non-PEO NEOs for 2023 to Company
performance. The measures in this table are not ranked.
Adjusted EBITDA
Free Cash Flow
Revenue
132
Other Matters
Stock Ownership
The following table sets forth information regarding ownership of our Common Shares by the persons known to
us to have beneficially owned more than 5% of the outstanding Common Shares on December 31, 2023 (the
“investors”), unless otherwise noted.
Stock Ownership
Amount and
Nature of
Beneficial Percent of
Ownership of Outstanding
Name and Address Common Shares(1) Common Shares(1)
(2)
Blackrock, Inc. 152,311,260 15.1%
50 Hudson Yards
New York, NY 10001
(3)
The Vanguard Group 118,327,820 11.7%
100 Vanguard Blvd.
Malvern, PA 19355
(4)
State Street Corporation 53,171,627 5.3%
State Street Financial Center
One Lincoln Street
Boston, MA 02111
(1)
The figures and percentages in the table above have been determined in accordance with Rule 13d-3 of the SEC based upon information
furnished by the investors, except that we have calculated the percentages in the table based on the actual number of Common Shares
outstanding as of the record date, as opposed to the estimated percentages set forth in the reports of such investors referred to below in
such notes. In addition to Common Shares, we have outstanding Preferred Shares that vote together with the Common Shares as a single
class on all matters. One or more persons beneficially own more than 5% of the Preferred Shares; however, the percentage of total voting
power held by such persons is immaterial. For additional information regarding the Preferred Shares, see “Frequently Asked Questions —
How many votes may I cast?”
(2)
Based on information contained in a Schedule 13G/A Report dated as of January 22, 2024, that this investor filed with the SEC. In this report,
the investor indicated that, as of December 31, 2023, it (i) shared voting power with respect to none of these shares, (ii) held sole voting
power with respect to 148,604,763 of these shares and (iii) held sole dispositive power with respect to all of the above-listed shares.
(3)
Based on information contained in a Schedule 13G/A Report dated as of February 13, 2024, that this investor filed with the SEC. In this
report, the investor indicated that, as of December 31, 2023, it (i) held sole voting power with respect to none of these shares, (ii) shared
voting power with respect to 657,954 of these shares, (iii) held sole dispositive power with respect to 116,595,555 of these shares and
(iv) shared dispositive power with respect to 1.732,265 of these shares.
(4)
Based on information contained in a Schedule 13G/A Report dated as of January 24, 2024, that this investor filed with the SEC. In this
report, the investor indicated that, as of December 31, 2023, it (i) held sole voting power with respect to none of these shares, (ii) shared
voting power with respect to 41,648,190 of these shares, (iii) held sole dispositive power with respect to none of these shares and (iv)
shared dispositive power with respect to 53,171,627 of these shares.

Other Matters
Ownership of Executive Officers & Directors

The following table sets forth information, as of the record date, regarding the beneficial ownership of our
common stock by our executive officers and directors. It also includes any shares subject to restricted stock
units that are scheduled to be issued within sixty days of our record date. Except as otherwise noted, all
beneficially owned shares are held with sole voting and investment power and are not pledged to third parties.
Ownership of Executive Officers & Directors
Components
of Total Shares
Beneficially Owned
Unrestricted Vested
Shares Unvested Total Shares Deferred
Beneficially Restricted Beneficially Stock
Owned(1) Stock(2) Owned(3)(4) Units(5)
Named Executive Officers
Ms. Johnson 7,006,290 1,462,528 8,468,818 —
Mr. Stansbury 3,716,344 696,173 4,412,517 —
Ms. Haynes-Gaspar(6) 97,912 1,188,480 1,286,392 —
Mr. Goff 456,277 654,321 1,110,598 —
Former Named Executive Officer
Mr. Trezise 267,337 769,164 1,036,501 —
Outside Directors
Mr. Allen — — — 118,655
Ms. Bejar 75,822 — 75,822 111,213
Mr. Brown(7) 103,118 85,605 188,723 —
Mr. Chilton 91,912 — 91,912 110,695
Mr. Clontz 340,029 85,605 425,634 —
Mr. Fowler(8) 133,500 83,038 216,538 —
Mr. Glenn(9) 199,362 — 199,362 149,800
Mr. Jones 60,989 85,605 146,594 —
(10)
Ms. Linear — 34,317 34,317 —
Mr. Roberts 98,745 85,605 184,350 14,706
Ms. Siegel(11) 138,847 85,605 224,452 —
All current executive officers and directors as a group (15 persons)(12)
Overall Total 12,519,147 4,546,882 17,066,029 505,069
(1)
This column includes shares allocated to Mr. Goff’s account under one of our qualified 401(k) plans. Participants in these plans are entitled to
direct the voting of their plan shares, as described in greater detail elsewhere herein.
(2)
Reflects (i) for all shares listed, unvested shares of restricted stock over which the person holds sole voting power but no investment power
and (ii) with respect to our performance-based restricted stock granted to our executive officers, the number of shares that will vest if we
attain target levels of performance.
(3)
Excludes (i) restricted stock units that do not vest and settle in shares within 60 days and (ii) “phantom units” held by Mr. Roberts that are
payable in cash upon the termination of his service as a director, as described further under “Item No. 1 – Election of Directors — Director
Compensation — Other Benefits.”
(4)
None of the persons named in the table beneficially owns more than 1% of the outstanding Common Shares. The shares beneficially owned
by all directors and executive officers as a group constituted 1.68% of the outstanding Common Shares as of the record date.
(5)
This column reflects vested equity awards deferred by outside directors that will settle in shares at a future date according to the directors
election, including 85,605 of deferred stock units scheduled to vest on May 17, 2024, but will not settle in shares until the director’s elected
deferral date for Ms. Bejar and Messrs. Allen, Chilton and Glenn.
(6)
Ms. Haynes-Gaspar joined Lumen in January 2023.
(7)
Includes 24,297 shares held by a tax-exempt charitable foundation, as to which Mr. Brown has voting and dispositive powers by virtue of his
control of the foundation.
(8)
Mr. Fowler joined the Board in August 2023.
(9)
Includes 77,143 shares held indirectly by Mr. Glenn in a trust.
(10)
Ms. Linear joined the Board in February 2024.
(11)
Includes 44,536 shares held indirectly by Ms. Siegel in a trust.
(12)
Amounts do not include holdings for Mr. Trezise and, as described further in the notes above, include (i) 24,297 shares held beneficially
through a foundation and (ii) 121,679 shares held indirectly by trust.
134
Other Matters
Transactions with Related Parties

Review Procedures. Early each year, our management distributes to the Audit and NCG Committees a written
report listing payments that exceed a materiality threshold involving parties that have been identified as related
parties by our officers and directors through their completion of an annual questionnaire. These transactions do
not include regular compensation paid to the officers and directors but would include any payments to the
officers and directors outside of regular compensation arrangements. This annual report permits the
independent directors to evaluate our material related party transactions.
Recent Transactions. There were no related party transactions identified for 2023.
Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires Lumen’s directors, certain officers and greater
than 10% shareholders to file with the SEC certain reports regarding their beneficial ownership of our common
stock. To our knowledge, based solely on a review of SEC filings and written representations from our officers
and directors, we believe that, between January 1, 2022, through the date of this proxy statement, all such
reports were filed timely with the exception of two such reports. A report for Ms. Siegel reporting a gift of
shares to a trust that occurred on August 9, 2022 was filed late on March 11, 2024 due to an administrative error.
A report for Mr. Stansbury reporting one transaction that occurred on April 4, 2023 was filed one day late also
due to an administrative error.
Compensation Committee Interlocks and

Insider Participation
During the last fiscal year, our HRCC included Laurie Siegel, Martha H. Bejar, Steven T. “Terry” Clontz,
T. Michael Glenn, and Michael Roberts. No member of the HRCC served as an officer or employee of the
Company or any of our subsidiaries prior to or while serving on the HRCC.

Other Matters
Lumen Performance History

The graph below compares the cumulative total shareholder return on our Common Shares with the cumulative
total return of the S&P 500 Index and the S&P 500 Communication Services Sector Index for the period from
December 31, 2018 to December 29, 2023, in each case assuming (i) the investment of $100 on January 1, 2019,
at closing prices on December 31, 2018 and (ii) reinvestment of dividends.
December 31,
2018 2019 2020 2021 2022 2023
Lumen $ 100.00 $ 95.65 $ 84.28 $ 101.85 $ 71.43 $ 55.76
S&P 500 Index $ 100.00 $129.44 $ 151.43 $ 191.71 $159.39 $ 197.06
S&P 500 Communication Service Sector Index(1) $ 100.00 $ 128.71 $155.67 $ 186.03 $ 118.47 $ 174.77
(1)
As of December 31, 2023, the S&P 500 Communications Service Sector Index consisted of Omnicom Group, Inc., Verizon Communications,
Inc., The Walt Disney Company, Alphabet Inc., AT&T Inc., Charter Communications Inc., Match Group Inc., Netflix Inc., Warner Bros Discovery
Inc., Comcast Corp., Paramount Global, Electronic Arts Inc., Meta Platforms Inc., Take-Two Interactive Software Inc., Interpublic Group,
T-͏Mobile US, Inc., Fox Corp., News Corp, and Live Nation Entertainment Inc.
136
Frequently Asked Questions
About Voting and the
Annual Meeting
Q Why am I receiving these proxy materials?
A Our Board of Directors is soliciting your proxy to vote at our 2024 annual meeting of shareholders because
you owned shares of our stock at the close of business on March 21, 2024, the record date for the meeting
and are entitled to vote those shares at the annual meeting. This proxy statement and our annual report were
first made available to shareholders on or about April 5, 2024. This proxy statement is furnished in
connection with the solicitation of proxies by our Board to be voted during the annual meeting for the
purposes set forth in the accompanying Notice of 2024 Annual Shareholders Meeting.
Q When and how will the meeting be held?
A Date: May 15, 2024
Time: 12:00 noon Central Time
Virtual Meeting Location: virtualshareholdermeeting.com/LUMN2024
Q How may I access these materials?
A We are furnishing proxy materials to our shareholders primarily via the Internet instead of mailing printed
copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental
impact of our annual meeting. On or about April 5, 2024, we commenced mailing a Notice of Internet
Availability of Proxy Materials to most of our shareholders. The Notice contains instructions about how to
access our proxy materials online and submit your proxy online or by telephone. If you previously chose to
receive our proxy materials electronically, you will continue to receive access to these materials via email
unless you elect otherwise. If you would like to receive a paper copy of our proxy materials, please follow the
instructions included in the Notice of Internet Availability of Proxy Materials.
Q What matters will be considered at the meeting and what vote will be required?
A The following table summarizes the proposals being considered at the meeting, the votes required for
passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.

Frequently Asked Questions About Voting and the Annual Meeting
Items For Consideration
Effect of
Board Voting Vote Required Effect of Uninstructed Page
Item Recommendation for Approval Abstentions Shares(1) Reference
ITEM 1 FOR Affirmative vote Not cast Not cast 19

of a majority of
Elect the 11 director the votes cast
nominees named herein
ITEM 2 FOR Affirmative vote Not cast Discretionary 49

of a majority of voting
Ratify KPMG LLP as our the votes cast
independent auditor for 2024

of a majority of
Approval of our 2024 Equity the votes cast
Incentive Plan

of a majority of
Ratify the Amendment and the votes cast
Restatement of our NOL
Rights Plan
ITEM 5A FOR Affirmative vote Same as Discretionary 65

of a majority of voting voting
Approve an Articles the votes entitled against
Amendment to Authorize a to be cast
Reverse Stock Split of Our
Common Shares
ITEM 5B FOR Affirmative vote Same as Discretionary 72

Approve an Articles the votes entitled against
Amendment to Reduce the to be cast
Number of Authorized
Common Shares, subject to the
conditions specified herein
ITEM 5C FOR Affirmative vote Same as Same as 73

Approve an Articles the votes entitled against against
Amendment to Eliminate the to be cast
Par Value of our
Common Shares

of a majority of
Advisory Vote on Executive the votes cast
Compensation – “Say-On-Pay”
(1)
“Uninstructed Shares” refers to shares as to which a broker or custodian receives no voting instructions from the shares’ beneficial owner
and which, other than as noted below for Items 2, 5A and 5B, cannot be voted under applicable NYSE standards. Because brokers will have
discretionary authority to vote with respect to Items 2, 5A and 5B, there should be no uninstructed shares for those items.
Q What vote is required to approve these matters?

A For Items 1, 2, 3, 4 and 6, approval requires the affirmative vote of the majority of the votes cast on the
proposal at the meeting. For these matters, (i) a majority of votes cast means the number of shares cast “for”
a proposal exceeds the number of votes cast “against” that proposal, (ii) abstentions will not be counted as
votes cast and (iii) uninstructed shares will not be counted as votes cast except with respect to Item #2,
Ratifying KPMG as our Independent Auditor for 2024, for which brokers and custodians have discretion
to vote.
138
For Items 5A, 5B and 5C, approval requires the affirmative vote of at least a majority of the votes entitled to
be cast on the proposal. For each of these matters, abstentions and uninstructed shares will have the same
impact as a vote against the proposal.
Q How many votes may I cast?
A You may cast one vote for every share of our Common Stock or Series L Preferred Stock that you owned on
the record date, which vote together as a single class on all matters. In this proxy statement, we refer to
these shares as our “Common Shares” and “Preferred Shares,” respectively and as our “Voting Shares,”
collectively. As of the Record Date, we had 1,016,005,958 Common Shares and 7,018 Preferred Shares issued
and outstanding.
Q What is the difference between holding shares as a shareholder of record and as a beneficial owner?
A If shares are registered in your name with our transfer agent, Computershare Investor Services L.L.C., you are
the “shareholder of record” of those shares and you may directly vote these shares, together with any shares
credited to your account if you are a participant in our automatic dividend reinvestment and stock
purchase service.
If your shares are held on your behalf in a stock brokerage account or by a bank or other nominee, you are
the “beneficial owner” of shares held in “street name.” We have requested that our proxy materials be made
available to you by your broker, bank or nominee, who is considered the shareholder of record of
those shares.
Q If I am a shareholder of record, how do I vote?
A Regardless of whether you plan to join the annual meeting, please promptly submit your proxy and voting
instructions via the Internet, or by phone or mail as described herein. Shareholders are encouraged to submit
proxies and voting instructions in advance of the meeting as early as possible to avoid any possible delays. If
you are a shareholder of record, you may vote yourself or by proxy in any of the following four ways:
• By Internet: visit proxyvote.com and follow the instructions at that site
• By phone: call 1-800-690-6903 and follow the instructions provided;
• By mail: if you have received printed proxy materials, mark, sign and date your proxy or voting instructions
card and return it to Broadridge Financial Solutions Inc.; if you have not received printed proxy materials
but would like to, you can request a paper copy of our proxy materials and, following receipt thereof,
mark, sign and date your proxy or voting instructions card and return it to Broadridge Financial
Solutions, Inc.
• By Live virtual meeting: vote electronically at the virtual annual meeting –
virtualshareholdersmeeting.com/LUMN2024
Prior to the live meeting, if you need additional help with voting, please call proxy support at 866-232-3037
(Toll-free) or 720- 358-3640 (International Toll). If you encounter any difficulties accessing the virtual
meeting webcast, please call the technical support number that will be posted on the annual meeting website
log-in page.
Unless otherwise noted below, you may vote by telephone or the Internet up until 11:59 p.m. Eastern Time on
May 14, 2024, but not thereafter.
Q If I am a beneficial owner of shares held in street name, how do I vote?
A As the beneficial owner, you have the right to instruct your broker, bank or nominee how to vote your shares
by using any voting instruction card supplied by them or by following their instructions for voting by
telephone, the Internet, or live during the virtual meeting.
Q If I am a benefit plan participant, how do I vote?
A If you beneficially own any of our Common Shares by virtue of participating in our retirement plan, then you
will receive separate voting instructions that will enable you to direct the voting of these shares. You are
entitled, on a confidential basis, to instruct the trustees how to vote the shares allocated to your plan
account. The plan requires you to act as a “named fiduciary,” which requires you to exercise your voting
rights prudently and in the interests of all plan participants. Plan participants who wish to vote should
instruct the trustees how to vote the shares allocated to their plan accounts in accordance with the voting
instructions. If you elect not to vote the shares allocated to your accounts, your shares will be voted in the
same proportion as voted shares regarding each of the items submitted to a vote at the meeting. Plan
participants that wish to revoke their voting instructions must contact the trustee and follow its procedures.

To be counted, your voting instructions for shares held in our retirement plan must be received by 11:59 p.m.
Eastern Time on May 12, 2024, but not thereafter.
Q How do I participate in the annual meeting?
A This year’s annual meeting will be held in a virtual format through a live webcast.
You are entitled to participate in the annual meeting if you were a record shareholder as of the close of
business on March 21, 2024, the record date, or hold a valid proxy for the meeting. To be admitted to the
annual meeting at proxyvote.com, you must enter the 16-digit control number found next to the label
“Control Number” on your Notice of Internet Availability, proxy card, or voting instruction form, or in
the email sending you the proxy statement. If you are a beneficial shareholder, you may contact the broker,
bank or other institution with whom you hold your account if you have questions about obtaining your
Control Number.
The question and answer session of the meeting will include questions submitted in advance of and
questions submitted live during the annual meeting. You may submit a question in advance of the meeting at
proxyvote.com after logging in with your Control Number. Questions may be submitted during the live
virtual annual meeting by following the instructions on your log-in screen.
We encourage you to access the annual meeting before it begins. Online check-in will start approximately
15 minutes before the meeting on May 15, 2024.
Q What can I do if I need technical assistance during the annual meeting?
A The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and
Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of
applicable software and plugins. If you encounter any difficulties accessing the virtual Meeting webcast,
please call the technical support number that will be posted on the annual meeting website log-in page.
Q Who sets the rules regarding conduct at the meeting?
A Under our Bylaws, the Chairman has broad responsibility and legal authority to conduct the meeting in an
orderly and timely manner. This authority includes establishing rules for shareholders who wish to address
the meeting. Copies of these rules will be available prior to the meeting in the “Events & Presentations”
section of our website ir.lumen.com and during the meeting. The Chairman may also exercise broad
discretion regarding (i) recognizing shareholders who wish to speak, (ii) determining the extent of discussion
on each item of business and (iii) consolidating the Company’s response to similar questions. In light of the
need to conduct all necessary business and to conclude the meeting within a reasonable period of time, we
cannot assure you that each question submitted will be addressed.
Q What is the quorum requirement for the meeting?
A Our Bylaws provide that the presence at the meeting, including by proxy, of a majority of the outstanding
Voting Shares constitutes a quorum to organize the meeting. For these purposes, abstentions and
uninstructed shares are counted as being present.
Q Can I revoke or change my voting instructions after I deliver them?
A Shareholders of record may revoke their proxy or change their votes at any time before their proxy is voted
at the meeting by timely giving a written revocation notice to our secretary before the virtual meeting,
by timely delivering a proxy bearing a later date or by voting during the virtual meeting. Joining the virtual
meeting will not be enough to revoke your proxy. Beneficial shareholders may revoke or change their voting
instructions by contacting the broker, bank or nominee that holds their shares.
Q Who pays the cost of soliciting proxies?
A The Board, on behalf of the Company, is soliciting the proxy accompanying this proxy statement. Proxies
may be solicited by Lumen officers, directors and employees, none of whom will receive any additional
compensation for their services. Alliance Advisors, LLC may solicit proxies at a cost we anticipate will not
exceed $40,000. These solicitations may be made personally or by mail, telephone, messenger, email, or
other electronic transmission. Lumen will pay persons holding shares of common stock in their names or in
the names of nominees, but not owning such shares beneficially, such as brokerages, banks and other
fiduciaries, for the expense of forwarding solicitation materials to their principals. Lumen will pay all proxy
solicitation costs.
140
Q Could other matters be considered and voted upon at the meeting?

A Our Board does not expect to bring any matter before the meeting other than those listed in this proxy
statement. Further, management has not timely received any notice that a shareholder desires to present any
matter for action at the meeting in accordance with our Bylaws (which are described below under
“Frequently Asked Questions — What is the deadline to propose actions for consideration at the 2025 annual
meeting of shareholders or to nominate individuals to serve as directors?”) and is otherwise unaware of any
matter to be considered by shareholders at the meeting other than those matters specified in the
accompanying notice of the meeting. Our proxy and voting instruction cards, however, will confer
discretionary voting authority with respect to any other matter that may properly come before the meeting.
It is the intention of the persons named therein to vote in accordance with their best judgment on any
such matter.
Q What happens if the meeting is postponed or adjourned?
A The Chairman may postpone or adjourn the meeting. Unless a new record date is fixed, your proxy will still
be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke
your proxy until it is voted in the manner noted above.
Q What happens if I do not indicate my voting instructions for one or more of the matters on my proxy card?
A If you execute and return your proxy but do not give voting instructions, your shares will be voted as
recommended by the Board. This means that unless your proxy is otherwise marked, properly executed
proxies will be voted FOR the election of each of the director nominees and FOR each of the
other proposals.
Q What is the deadline to propose actions for consideration at the 2025 annual meeting of shareholders or
to nominate individuals to serve as directors?
A You may submit proposals, including director nominations, for consideration at future annual meetings
of shareholders.
Shareholder Proposals in the Proxy Statement. To be eligible for inclusion in our 2025 proxy materials, any
shareholder proposal must be received by December 7, 2024 and must comply with Rule 14a-8 under the
Exchange Act.
Director Nominations in the Proxy Statement. Our Bylaws permit a shareholder or group of up to 10
shareholders who have owned at least 3% of our outstanding Common Shares continuously for at least the
previous three years to submit director nominees for inclusion in our 2025 proxy materials if the nominating
shareholder(s) satisfies the requirements specified in our Bylaws. The number of shareholder-nominated
candidates appearing in any of our annual meeting proxy materials cannot exceed 20% of the number of
directors then serving on the Board. Based on the 11 directors constituting our Board immediately following
the meeting, two is the maximum number of proxy access candidates that we would be required to include in
our 2025 proxy materials for the 2025 annual meeting. With respect to shareholder-nominated candidates as
directors submitted for inclusion in our 2025 proxy materials, written notice of nominations must be provided
by the shareholder proponent(s) to us in accordance with our Bylaws. The notice must be received by
December 7, 2024.
Other Proposals and Nominations. In addition, our Bylaws require shareholders to furnish timely advance
written notice of their intent to nominate a director or bring any other matter before a shareholders’ meeting,
whether or not they wish to include their candidate or proposal in our proxy materials. In general, notice
must be received in writing by our Secretary, addressed in the manner specified below, between
November 17, 2024 and February 15, 2025 and must contain various information and comply with all
applicable provisions as specified in our Bylaws. (If the date of the 2025 annual meeting is more than 30 days
before or more than 60 days after May 15, 2025, please consult our Bylaws to determine the
applicable deadline.)
In addition to satisfying the foregoing requirements under our bylaws, to comply with the SEC’s universal
proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our
nominees must provide notice to our secretary at the address noted below that sets forth the information
required by Rule 14a-19 under the Exchange Act no later than March 16, 2025.
General. All proposals and nominations must be in writing and received by the applicable deadline(s)
described above at our principal executive offices at 100 CenturyLink Drive, Monroe, Louisiana 71203,
Attention: Stacey W. Goff, Secretary. If we do not receive a proposal or nomination by the deadline(s)
described above or if any nomination or proposal fails to comply with our Bylaw procedures, we may
exclude or disregard such proposal or nomination. The summaries above are qualified in their entirety by
reference to the full text of Rule 14a-8, our Bylaws and Rule 14a-19. You may obtain a full copy of our Bylaws
by reviewing our reports filed with the SEC, by accessing our website at lumen.com or by contacting our
Secretary in the manner specified below.
Proxies granted by a shareholder will give discretionary authority to the proxy holders to vote on any
matters introduced pursuant to the above-described advance notice bylaw provisions, subject to applicable
rules of the SEC.

Other Information
Proxy Materials
As described further above, shareholders will receive only a written notice of how to access our proxy materials
and will not receive printed copies of the proxy materials unless requested. If you would like to receive a paper
copy of our proxy materials, you should follow the instructions for requesting the materials in the notice.
The full set of our materials include:
• the notice and proxy statement for the meeting,
• a proxy or voting instruction card, and
• our 2023 annual report furnished in the following two parts: (1) our 2023 Annual Financial Report, which
constitutes Appendix B to this proxy statement and (2) our CEO’s letter appearing at the beginning of
this document.
Annual Financial Report

Appendix B includes our 2023 Annual Financial Report, which is excerpted from portions of our Annual Report
on Form 10-K for the year ended December 31, 2023, that we filed with the SEC on February 22, 2024. In
addition, we have provided you with a copy of or access to our CEO’s letter, which precedes this proxy
statement at the beginning of this document. Neither of these documents is a part of our proxy
soliciting materials.
You may obtain a copy of our Form 10-K report without charge by writing to Stacey W. Goff, Secretary,
Lumen Technologies, Inc., 100 CenturyLink Drive, Monroe, Louisiana 71203, or by visiting our website
at lumen.com.
You may view online this proxy statement and related materials at proxyvote.com.
By Order of the Board of Directors
Stacey W. Goff Secretary
April 5, 2024
142
Appendix A
Non-GAAP Reconciliations
Description of Non-GAAP Metrics
Pursuant to Regulation G, the company is hereby providing (i) definitions of non-GAAP financial metrics that are
used in the sections of the proxy statement under the headings “About Lumen,” “Compensation Discussion &
Analysis — Section One — Executive Summary” and “Compensation Discussion & Analysis — Section Four —
Compensation Design, Awards and Payouts for 2023” and (ii) reconciliations of these metrics to the most
directly comparable GAAP measures.
The following describes and reconciles those financial measures as reported under accounting principles
generally accepted in the United States (GAAP) with those financial measures as adjusted by the items detailed
below. These calculations are not prepared in accordance with GAAP and should not be viewed as alternatives
to GAAP.
We use the term Special Items as a non-GAAP measure to describe items that impacted a period’s statement of
operations for which investors may want to give special consideration due to their magnitude, nature or both.
We do not call these items non-recurring because, while some are infrequent, others may recur in future periods.
In connection with setting performance targets for purposes of executive compensation, the company from
time to time uses modified versions of the non-GAAP metrics referred to below. For further information of such
modifications, see “Compensation Discussion & Analysis — Section Two — Compensation Philosophy and
Oversight — Incentive Program Guidelines.”
Adjusted EBITDA ($) is defined as net income (loss) from the Statements of Operations before income tax
(expense) benefit, total other income (expense), depreciation and amortization, stock-based compensation
expense and impairments.
Adjusted EBITDA Margin (%) is defined as Adjusted EBITDA divided by total revenue.
Management believes that Adjusted EBITDA and Adjusted EBITDA Margin are relevant and useful metrics to
provide to investors, as they are an important part of our internal reporting and are key measures used by
management to evaluate profitability and operating performance of Lumen and to make resource allocation
decisions. Management believes such measures are especially important in a capital-intensive industry such as
telecommunications. Management also uses Adjusted EBITDA and Adjusted EBITDA Margin (and similarly uses
these terms excluding Special Items) to compare our performance to that of our competitors and to eliminate
certain non-cash and non-operating items in order to consistently measure from period to period our ability to
fund capital expenditures, fund growth, service debt and determine bonuses. Adjusted EBITDA excludes non-
cash stock compensation expense and impairments because of the non-cash nature of these items. Adjusted
EBITDA also excludes interest income, interest expense and income taxes, and in our view constitutes an
accrual-based measure that has the effect of excluding period-to-period changes in working capital and shows
profitability without regard to the effects of capital or tax structure. Adjusted EBITDA also excludes
depreciation and amortization expense because these non-cash expenses primarily reflect the impact of
historical capital investments, as opposed to the cash impacts of capital expenditures made in recent periods,
which may be evaluated through cash flow measures. Adjusted EBITDA further excludes the gain (or loss) on
extinguishment and modification of debt and other income (expense), net, because these items are not related
to the primary business operations of Lumen.
There are material limitations to using Adjusted EBITDA as a financial measure, including the difficulty
associated with comparing companies that use similar performance measures whose calculations may differ
from our calculations. Additionally, by excluding the above-listed items, Adjusted EBITDA may exclude items
2023 ANNUAL REPORT 2024 PROXY STATEMENT A-1

Appendix A
that investors believe are important components of our performance. Adjusted EBITDA and Adjusted EBITDA
Margin (either with or without Special Items) should not be considered a substitute for other measures of
financial performance reported in accordance with GAAP.
Free Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures as
disclosed in the Statements of Cash Flows. Management believes that Free Cash Flow is a relevant metric to
provide to investors, as it is an indicator of our ability to generate cash to service our debt. Free Cash Flow
excludes cash used for acquisitions, principal repayments and the impact of exchange rate changes on cash and
cash equivalents balances.
There are material limitations to using Free Cash Flow to measure our performance as it excludes certain
material items that investors may believe are important components of our cash flows. Comparisons of our Free
Cash Flow to that of some of our competitors may be of limited usefulness since until recently we did not pay a
significant amount of income taxes due to net operating loss carryforwards, and therefore, generated higher
cash flow than a comparable business that does pay income taxes. Additionally, this financial measure is subject
to variability quarter over quarter as a result of the timing of payments related to interest expense, accounts
receivable, accounts payable, payroll and capital expenditures. Free Cash Flow (either with or without Special
Items) should not be used as a substitute for net change in cash, cash equivalents and restricted cash on the
Consolidated Statements of Cash Flows.
Net Debt is defined as total long-term debt, excluding unamortized discounts, premiums, net and unamortized
debt issuance costs, minus cash and cash equivalents.
Net Debt-to-Adjusted EBITDA Ratio is defined as Net Debt, divided by Adjusted EBITDA.
Non-GAAP Special Items

(Unaudited; $ in millions)
Special Items Impacting Adjusted EBITDA 2023 2022

Consumer and other litigation $ (3) (3)
Severance 74 12
Transaction and separation costs(1) 108 219
Real estate transactions(2) 109 —
(3)
Net loss (gain) on sale of businesses 121 (113)
Loss on disposal group held for sale — 40
Net loss on sale of select CDN contracts 73 —
Total Special Items impacting Adjusted EBITDA $ 482 155
Additional Special Items Impacting Net Loss
Goodwill impairment $ 10,693 3,271
Net gain on early retirement of debt(4) (618) (214)
Income from transition and separation services(5) (128) (152)
Tax effect of Special Items impacting Net Loss(6) 62 52
Total Special Items Impacting Net Loss $ 10,491 3,112
(1)
Transaction and separation costs associated with (i) the sale of our Latin American business on August 1, 2022, (ii) the sale of our 20-state
ILEC business on October 3, 2022, (iii) the sale of our EMEA business on November 1, 2023 and (iv) our evaluation of other
potential transactions.
(2)
Real estate transactions include the Q2 2023 and Q4 2023 loss on donation of real estate and Q3 2021 (gain) on sale of real estate, net of
impairment charges or acceleration of costs associated with our real estate rationalization program.
(3)
Reflects primarily (i) the pre-tax gain of $597 million recorded in operating income as a result of our Latin American business divestiture
completed August 1, 2022, (ii) the pre-tax gain of $176 million recorded in operating income as a result of our 20-state ILEC business
divestiture completed October 3, 2022 and (iii) the net loss of $102 million recorded for the year ended 2023 operating income and $660
million recorded for the year ended 2022 operating income as a result of our EMEA business divestiture completed November 1, 2023.
(4)
Reflects a gain as a result of (i) $19 million of debt exchanges in Q2 2023, (ii) $1.5 billion of debt exchanges in Q1 2023, (iii) $4.4 billion in
early debt retirement in Q4 2022 and (iv) $2.3 billion in early debt retirement in Q3 2022
(5)
Income from transition and separation services includes charges we billed for transition services and IT professional services provided to the
purchasers in connection with our 2022 and 2023 divestitures.
(6)
Tax effect calculated using the annualized statutory tax rate, excluding any non-recurring discrete items.
A-2
Appendix A
Adjusted EBITDA Non-GAAP Reconciliation

2023 2022
Net loss $(10,298) (1,548)
Income tax expense 61 557
Total other expense, net 653 1,086
Depreciation and amortization expense 2,985 3,239
Stock-based compensation expense 52 98
Goodwill impairment 10,693 3,271
Adjusted EBITDA $ 4,146 6,703
(1)
Add back: Severance $ 74 12
Add back: Consumer and other litigation(1) (3) (3)
Add back: Transaction and separation costs(1) 108 219
Add back: Real estate transactions(1) 109 —
Add back: Net loss on sale of select CDN contracts(1) 73 —
(1)
Add back: Net loss (gain) on sale of businesses 121 (113)
Add back: Loss on disposal group held for sale(1) — 40
Adjusted EBITDA excluding Special Items $ 4,628 6,858
Net income excluding Special Items(1) $ 193 1,564
Total revenue $ 14,557 17,478
Net loss margin (70.7)% (8.9)%
Net income margin, excluding Special Items 1.3% 8.9%
Adjusted EBITDA margin 28.5% 38.4%
Adjusted EBITDA margin excluding Special Items 31.8% 39.2%
(1)
Refer to Non-GAAP Special Items table for details of the Special Items included above.
Free Cash Flow Reconciliation

2023 2022
Net cash provided by operating activities $ 2,160 4,735
Capital expenditures (3,100) (3,016)
Free Cash Flow (940) 1,719
Add back: Severance(1) 67 37
Add back: Consumer and other litigation(1) (3) —
Add back: Transaction and separation costs(1) 147 282
Add back: Pension contributions(2) — 319
Remove: Income from transition and separation services(3) (149) (97)
Free Cash Flow excluding cash Special Items $ (878) 2,260
(1)
Refer to Non-GAAP Special Items table for details of the Special Items impacting cash flow included above.
(2)
Reflects cash pension contribution following a revaluation of the pension obligation and pension assets for the Lumen Pension Plan, in
connection with the closing of the sale of the 20-state ILEC business on October 3, 2022.
(3)
Reflects income from transition and separation services including charges we billed for transition services and IT professional services
provided to the purchasers in connection with our 2022 and 2023 divestitures.
2023 ANNUAL REPORT 2024 PROXY STATEMENT A-3

Appendix A
Net Debt-to-Adjusted EBITDA Ratio Calculation

2023 2022
Total long-term debt $ 19,988 20,576
Exclude: unamortized discounts, premiums and other, net and unamortized debt issuance costs 149 176
Minus: cash and cash equivalents (2,234) (1,294)
Net debt 17,903 19,458
Adjusted EBITDA excluding Special Items 4,628 6,858
Net Debt-to-Adjusted EBITDA Ratio 3.9 2.8
Broadband Engagement Data

Statistical data regarding broadband-enabled locations refers to the total number of units capable of receiving
the Company’s broadband services at period end. Other companies may use different methodologies to count
their broadband enabled units.
A-4
Appendix B
Lumen Technologies, Inc.

Annual Financial Report
December 31, 2023
Index to Annual Financial Report
December 31, 2023
The materials included in this Appendix B are excerpted from Items 5, 7 and 8 of our Annual Report on
Form 10-K for the year ended December 31, 2023. We filed the Form 10-K with the Securities and Exchange
Commission on February 22, 2024, and have not updated any of the following excerpted materials for any
changes or developments since such date. Please see the Form 10-K for additional information about our
business and operations.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of B-2
Equity Securities
Management’s Discussion and Analysis of Financial Condition and Results of Operations B-2
Quantitative and Qualitative Disclosures about Market Risk xx
Consolidated Financial Statements and Supplementary Data B-22
Report of Independent Registered Public Accounting Firm B-22
Report of Independent Registered Public Accounting Firm B-24
Consolidated Statements of Operations B-25
Consolidated Statements of Comprehensive (Loss) Income B-26
Consolidated Balance Sheets B-27
Consolidated Statements of Cash Flows B-28
Consolidated Statements of Stockholders’ Equity B-29
Notes to Consolidated Financial Statements* B-29
* All references to “Notes” in this Appendix B refer to these Notes.
2023 ANNUAL REPORT 2024 PROXY STATEMENT B-1

Appendix B
ITEM 5. Market for Registrant's Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange ("NYSE") and the Berlin Stock Exchange and is
traded under the symbol LUMN and CYTH, respectively.
At February 20, 2024, there were approximately 78,000 stockholders of record, although there were
significantly more beneficial holders of our common stock.
Issuer Purchases of Equity Securities

During the fourth quarter of 2022, our Board of Directors authorized a two-year program to repurchase up to an
aggregate of $1.5 billion of our outstanding common stock. During the three months ended December 31, 2022,
we repurchased and retired 33 million shares of our outstanding common stock in the open market for an
aggregate market price of $200 million, or an average purchase price of $6.07 per share. Since then, we have
not repurchased any shares of our outstanding common stock under this program. For additional information,
see Note 20—Repurchases of Lumen Common Stock to our consolidated financial statements included in Item 8
of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.
The following table contains information about shares of our previously-issued common stock that we withheld
from employees upon vesting of their stock-based awards during the fourth quarter of 2023 to satisfy the
related tax withholding obligations:
Total Number of Shares Average Price Paid

Withheld for Taxes Per Share
Period
October 2023 28,853 $ 1.29
November 2023 95,290 1.37
December 2023 117,524 1.55
Total 241,667
Equity Compensation Plan Information

See Item 12 of our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 7. Management's Discussion and Analysis of Financial Condition

and Results of Operations
All references to "Notes" in this Item 7 refer to the Notes to Consolidated Financial Statements included in Item 8
below. Certain statements in our Annual Report on Form 10-K for the year ended December 31, 2023 constitute
forward-looking statements. See "Special Note Regarding Forward-Looking Statements" immediately prior to
Item 1 of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 for factors relating to
these statements and "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the year ended
December 31, 2023 for a discussion of certain risk factors applicable to our business, financial condition, results
of operations, liquidity or prospects.
Overview
We are a facilities-based technology and communications company that provides a broad array of integrated
products and services to our domestic and global business customers and our domestic mass markets
customers. We operate one of the world's most interconnected networks. Our platform empowers our
customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market
access and reduce costs, which allows our customers to rapidly evolve their IT programs to address dynamic
changes. With approximately 170,000 on-net buildings and 350,000 route miles of fiber optic cable globally,
we are among the largest providers of communications services to domestic and global enterprise customers.
Our long-haul network throughout North America and Asia Pacific connects to metropolitan fiber networks that
we operate.
B-2
Appendix B
Divestitures of the Latin American, ILEC and EMEA Businesses

On August 1, 2022, affiliates of Level 3 Parent, LLC, an indirect wholly-owned subsidiary of Lumen Technologies,
Inc., sold Lumen’s Latin American business for pre-tax cash proceeds of approximately $2.7 billion.
On October 3, 2022, we and certain of our affiliates sold the portion of our ILEC business conducted primarily
within 20 Midwestern and Southeastern states. In exchange, we received $7.5 billion of consideration, which was
reduced by approximately $0.4 billion of closing adjustments and partially paid through purchaser's assumption
of approximately $1.5 billion of our long-term consolidated indebtedness, resulting in pre-tax cash proceeds of
approximately $5.6 billion.
On November 1, 2023, we and certain of our affiliates sold Lumen's operations in Europe, the Middle East and
Africa (the "EMEA business") to Colt Technology Services Group Limited, a portfolio company of Fidelity
Investments, for pre-tax cash proceeds of $1.7 billion after certain closing adjustments and transaction costs.
This consideration is further subject to certain other post-closing adjustments and indemnities set forth in the
Purchase Agreement, as amended and supplemented to date.
For more information, see (i) Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses to our
consolidated financial statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended
December 31, 2023 and (ii) the risk factors included in Item 1A of Part I of our Annual Report on Form 10-K for
the year ended December 31, 2023.
Changes in the Macroeconomic, Industry and Work Environments

Societal, governmental and macroeconomic changes have impacted us, our customers and our business in
several ways since the onset of the COVID-19 pandemic in the U.S. in March 2020. Beginning in the second half
of 2020 and continuing into 2023, we rationalized our lease footprint and ceased using 42 underutilized leased
property locations. These lease cancellations resulted in accelerated lease costs, including $35 million and
$8 million of such costs recognized during the years ended December 31, 2021 and 2023, respectively, but will
lower our future operating costs. We did not incur material accelerated lease costs during the year ended
December 31, 2022. During the second quarter of 2023, we also donated our Monroe, Louisiana campus and
leased back a portion thereof. This donation resulted in a loss recognized during the second and fourth quarters,
as discussed further below. In conjunction with our plans to continue to reduce costs, we expect to continue our
real estate rationalization efforts and expect to incur additional accelerated real estate costs in future periods.
Additionally, as discussed further elsewhere herein, the pandemic and macroeconomic changes arising
therefrom have resulted in (i) increases in certain revenue streams and decreases in others, (ii) operational
challenges resulting from inflation and, to a lesser extent, shortages of certain components and other supplies
that we use in our business, (iii) delays in our cost transformation initiatives and (iv) delayed decision-making by
certain of our customers. None of these effects, individually or in the aggregate, have to date materially
impacted our financial performance or financial position.
Industry developments over the past couple years have increased fiber construction demand. The resulting
increase in construction labor rates increased the cost of enabling units to be capable of receiving our fiber
broadband services. In 2022 and 2021, we believe these factors contributed to a delay in attaining our Quantum
Fiber buildout targets.
Continued inflationary pressures, supply constraints or business uncertainty could materially impact our financial
results in a variety of ways, including by increasing our expenses, decreasing our revenues, further delaying our
network expansion plans or otherwise interfering with our ability to deliver products and services. For additional
information on the impacts of the pandemic and the macroeconomic changes arising therefrom, see (i) the
remainder of this item, including "—Liquidity and Capital Resources—Overview of Sources and Uses of Cash"
and (ii) Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.
Reporting Segments
Our reporting segments are currently organized as follows, by customer focus:
• Business Segment: Under our Business segment, we provide our products and services under four
sales channels:

Appendix B
– Large Enterprise: Under our large enterprise sales channel, we provide our products and services to large
enterprises, including multinational and global enterprise customers and carriers.
– Mid-Market Enterprise: Under our mid-market enterprise sales channel, we provide our products and
services to medium-sized enterprises directly and through our indirect channel partners.
– Public Sector: Under our public sector sales channel, we provide our products and services to the public
sector, including the U.S. Federal government, state and local governments and research and
education institutions.
– Wholesale: Under our wholesale sales channel, we provide our products and services to a wide range of
other communication companies providing wireline, wireless, cable, voice and data center services.
• Mass Markets Segment. Under our Mass Markets segment, we provide products and services to residential and
small business customers. At December 31, 2023, we served 2.8 million broadband subscribers under our Mass
Markets segment.
See Note 17—Segment Information to our consolidated financial statements in Item 8 of Part II of our Annual
Report on Form 10-K for the year ended December 31, 2023 for additional information.
We categorize our Business segment revenue among the following products and services categories:
• Grow, which includes products and services that we anticipate will grow, including our dark fiber, Edge Cloud
services, IP, managed security, software-defined wide area networks ("SD WAN"), secure access service edge
("SASE"), Unified Communications and Collaboration ("UC&C") and wavelengths services;
• Nurture, which includes our more mature offerings, including ethernet and VPN data networks services;
• Harvest, which includes our legacy services managed for cash flow, including Time Division Multiplexing
("TDM") voice, private line and other legacy services; and
• Other, which includes equipment sales, IT solutions and other services.
We categorize our Mass Markets products and services revenue among the following categories:
• Fiber Broadband, under which we provide high speed broadband services to residential and small business
customers utilizing our fiber-based network infrastructure;
• Other Broadband, under which we provide primarily lower speed broadband services to residential and small
business customers utilizing our copper-based network infrastructure; and
• Voice and Other, under which we derive revenues from (i) providing local and long-distance voice services,
professional services, and other ancillary services, and (ii) federal broadband and state support programs.
Trends Impacting Our Operations

In addition to the above-described impact of the pandemic and its aftermath, our consolidated operations have
been, and will continue to be, impacted by the following company-wide trends:
• Customers’ demand for automated products and services and competitive pressures will require that we
continue to invest in new technologies and automated processes to improve the customer experience and
reduce our operating expenses.
• The increased use of digital applications, online video, gaming and artificial intelligence has substantially
increased demand for robust, scalable network services. We are continuing to enhance our product
capabilities and simplify our product portfolio based on demand and profitability to enable customers to have
access to greater bandwidth.
• Businesses continue to adopt distributed, global operating models. We are expanding and enhancing our fiber
network, connecting more buildings to our network to generate revenue opportunities and reducing our
reliance upon other carriers.
• Changes in customer preferences and in the regulatory, technological and competitive environment are (i)
significantly reducing demand for our more mature service offerings, commoditizing certain of our other
offerings, or resulting in volume or rate reductions for other of our offerings and (ii) also creating certain
opportunities for us arising out of increased demand for lower latency provided by Edge computing and for
faster and more secure data transmissions.
B-4
Appendix B
• The operating margins of several of our newer, more technologically advanced services, some of which may
connect to customers through other carriers, are lower than the operating margins on our traditional, on-net
wireline services.
• Uncertainties regarding our financial performance, leverage and debt covenant compliance have caused, and
may continue to cause, certain of our customers and other third parties to reduce or cease transacting
business with us.
• Our expenses will be impacted by higher vendor costs, reduced economies of scale and other dis-synergies
due to our completed 2022 and 2023 divestitures and any future divestitures.
• Declines in our traditional wireline services and other more mature offerings have necessitated right-sizing
our cost structures to remain competitive.
Inflation has placed downward pressure on our margins and macroeconomic uncertainties have likely
contributed to delayed decision-making by certain of our customers, which are trends that will likely continue to
impact us as long as inflation rates remain elevated. These and other developments and trends impacting our
operations are discussed elsewhere in this Item 7.
Results of Operations
In this section, we discuss our overall results of operations and highlight special items that are not included in
our segment results. In "Segment Results" we review the performance of our two reporting segments in more
detail. Results in this section include the results of our Latin American, ILEC and EMEA businesses prior to their
sale on August 1, 2022, October 3, 2022 and November 1, 2023 respectively.
Revenue
The following table summarizes our consolidated operating revenue recorded under each of our two segments
and in our four revenue sales channels within the Business segment described above:
2023 vs 2022 vs
Years Ended December 31, 2022 % 2021 %
2023 2022 2021 Change Change
(Dollars in millions)
Business Segment:
Large Enterprise $ 4,616 5,377 5,918 (14)% (9)%
Mid-Market Enterprise 2,011 2,212 2,398 (9)% (8)%
Public Sector 1,783 1,861 2,111 (4)% (12)%
Wholesale 3,125 3,591 3,692 (13)% (3)%
Business Segment Revenue 11,535 13,041 14,119 (12)% (8)%
Mass Markets Segment Revenue 3,022 4,437 5,568 (32)% (20)%
Total operating revenue $ 14,557 17,478 19,687 (17)% (11)%
Our consolidated operating revenue decreased by $2.9 billion for the year ended December 31, 2023 as
compared to the year ended December 31, 2022, $2.1 billion of which is attributable to the sale of our Latin
American and ILEC businesses in the second half of 2022, and the sale of our EMEA business on
November 1, 2023. Our consolidated revenue decreased by $2.2 billion for the year ended December 31, 2022
compared to the year ended December 31, 2021 due to revenue declines in all of our revenue categories listed
above, in addition to an approximately $1.0 billion decrease attributable to the sale of our Latin American and
ILEC businesses in the second half of 2022. See our segment results below for additional information.
Operating Expenses
The following table summarizes our operating expenses for the years ended December 31, 2023 and 2022. For
information regarding expenses for the year ended December 31, 2021, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Item 7 of Part II of our Annual Report Form 10-K for
the year ended December 31, 2022.

Appendix B
Years Ended December 31,

2023 2022 % Change
Cost of services and products (exclusive of depreciation and amortization) $ 7,144 7,868 (9)%
Selling, general and administrative 3,198 3,078 4%
Net loss (gain) on sale of businesses 121 (113) nm
Loss on disposal group held for sale — 40 nm
Depreciation and amortization 2,985 3,239 (8)%
Goodwill impairment 10,693 3,271 nm
Total operating expenses $ 24,141 17,383 39 %
nm Percentages greater than 200% and comparisons between positive and negative values or to/from zero values are considered
not meaningful.
Cost of Services and Products (exclusive of depreciation and amortization)

Cost of services and products (exclusive of depreciation and amortization) decreased by $724 million for the
year ended December 31, 2023 as compared to the year ended December 31, 2022. This decrease was primarily
due to a decrease of $718 million due to the sale of the Latin American and ILEC businesses in the second half of
2022 and the sale of the EMEA business on November 1, 2023, as well as reduction of $108 million in
employee-related expense from lower headcount. These decreases were partially offset by higher network and
maintenance expense of $130 million.
Selling, General and Administrative

Selling, general and administrative expenses increased by $120 million for the year ended December 31, 2023 as
compared to the year ended December 31, 2022. This increase in selling, general and administrative expenses
was primarily driven by a $101 million loss incurred as a result of our donation of our Monroe, Louisiana campus
and a $73 million net loss as a result of the sale of select CDN contracts. Additionally, employee-related expense
increased $97 million and marketing and advertising expense increased $50 million. A portion of these and
other expense increases were driven by our ongoing growth and optimization initiatives. These increases were
partially offset by a $185 million decrease due to the sale of the Latin American and ILEC businesses in the
second half of 2022 as well as the sale of the EMEA business on November 1, 2023 and $21 million from gains on
the sale of property and assets.
Loss (Gain) on Sale of Businesses

For a discussion of the loss on the sale of the EMEA business and gain on the sales of the Latin American and
ILEC businesses that we recognized for the years ended December 31, 2023 and December 31, 2022,
see Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses.
Depreciation and Amortization

The following table provides detail of our depreciation and amortization expense:

2023 2022 % Change
Depreciation $ 1,932 2,133 (9)%
Amortization 1,053 1,106 (5)%
Total depreciation and amortization $ 2,985 3,239 (8)%
Depreciation expense decreased by $201 million for the year ended December 31, 2023 as compared to the year
ended December 31, 2022 primarily due to the discontinuation during the fourth quarter of 2022 of the
depreciation of the tangible EMEA assets we divested, resulting in a decrease of $152 million of depreciation
expense during the year ended December 31, 2023 compared to the year ended December 31, 2022. In addition,
for the year ended December 31, 2023 as compared to the year ended December 31, 2022, depreciation expense
decreased $137 million due to the impact of annual rate depreciable life changes, The decreases were partially
offset by higher depreciation expense of $92 million associated with net growth in depreciable assets.
B-6
Appendix B
Amortization expense decreased by $53 million for the year ended December 31, 2023 as compared to the year
ended December 31, 2022. The decrease was primarily due to the discontinuation during the fourth quarter of
2022 of the amortization of the intangible EMEA assets we divested, resulting in a decrease of $30 million of
amortization expense during the year ended December 31, 2023 compared to the year ended
December 31, 2022. In addition, for the year ended December 31, 2023, as compared to the year ended
December 31, 2022, amortization expense decreased $18 million resulting from certain customer relationship
intangible assets becoming fully amortized in the second quarter of 2023.
Further analysis of our segment operating expenses by segment is provided below in "Segment Results."
Goodwill Impairments
We are required to perform impairment tests related to our goodwill annually, which we perform as of
October 31, or sooner if an indicator of impairment occurs. We considered the sustained decline in our share
price during the second quarter of 2023 an event or change in circumstance requiring evaluation of
goodwill impairment.
We report under two segments: Business and Mass Markets. As of December 31, 2023, we had three reporting
units for goodwill impairment testing, which are (i) Mass Markets, (ii) North America Business ("NA Business")
and (iii) Asia Pacific ("APAC") region. Prior to the divestiture of the EMEA business, the EMEA region was also
a reporting unit and was tested for impairment in the pre-classification test as of October 31, 2022 discussed
elsewhere herein. Prior to its August 1, 2022 divestiture, the Latin American ("LATAM") region was also a
reporting unit.
During the second and fourth quarters of 2023, we determined circumstances existed indicating it was more
likely than not that the carrying value of one or more of our reporting units exceeded its fair value. When we
performed an impairment test, we concluded that the estimated fair value of certain of our reporting units was
less than their carrying value of equity as of our testing date. As a result, we recorded non-cash,
non-tax-deductible goodwill impairment charges aggregating to $10.7 billion for the year ended
December 31, 2023. When we performed our impairment tests during the fourth quarter of 2022, we concluded
that the estimated fair value of certain of our reporting units was less than our carrying value of equity as of our
testing date. As a result, we recorded non-cash, non-tax-deductible goodwill impairment charges aggregating
to $3.3 billion in the fourth quarter of 2022. When we performed our annual impairment test in the fourth
quarter of 2021, we concluded it was more likely than not that the fair value of each of our reporting units
exceeded the carrying value of equity of our reporting units. Therefore, we concluded no impairment existed as
of our annual assessment date in the fourth quarter of 2021.
We are currently experiencing competitive, macroeconomic and financial pressures, including dis-synergies
resulting from our 2022 and 2023 divestitures and concerns about our ability to refinance debt in the future.
In 2023, we also experienced a sustained decline in our share price. These and other factors contributed to us
recognizing the above-described goodwill impairments. If these pressures continue, we may experience
additional deterioration in our projected cash flows or market capitalization, or make significant changes to our
assumptions of discount rates and market multiples. Any of these could result in additional goodwill
impairments in future quarters.
See Note 3—Goodwill, Customer Relationships and Other Intangible Assets to our consolidated financial
statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023 for
further details on these tests and impairment charges.
Other Consolidated Results

The following tables summarize our total other expense, net and income tax expense:

2023 2022 % Change
Interest expense $ (1,158) (1,332) (13)%
Net gain on early retirement of debt 618 214 189 %
Other (expense) income, net (113) 32 nm
Total other expense, net $ (653) (1,086) (40)%
Income tax expense $ 61 557 (89)%
nm Percentages greater than 200% and comparisons between positive and negative values or to/from zero values are considered
not meaningful.

Appendix B
Interest Expense
Interest expense decreased by $174 million for the year ended December 31, 2023 as compared to the year
ended December 31, 2022. The decline was primarily due to a $4.5 billion decrease in average outstanding
long-term debt (inclusive of debt classified as held for sale), which was partially offset by an increase in the
average interest rate from 5.14% to 5.9%.
Net Gain on Early Retirement of Debt

For a discussion of the exchange offers that resulted in the net gain on debt that we recognized for the years
ended December 31, 2023 and 2022, see Note 7—Long-Term Debt and Credit Facilities.
Other (Expense) Income, Net

Other (expense) income, net reflects certain items not directly related to our core operations, including (i)
components of net periodic pension and post-retirement benefit costs, (ii) foreign currency gains and losses,
(iii) our share of income from partnerships we do not control, (iv) interest income, (v) gains and losses from
non-operating asset dispositions, (vi) income from transition and separation services provided by us to the
purchasers of our divested businesses and (vii) other non-core items.

2023 2022
Pension and post-retirement net periodic (expense) income $ (158) 1
Foreign currency (loss) gain (10) 12
Loss on investment in limited partnership (75) (83)
Loss on investment in equity securities (22) (109)
Transition and separation services 186 152
Interest income 41 24
Other (75) 35
Other (expense) income, net $ (113) 32
See Note 14—Fair Value of Financial Instruments for more information regarding the losses recognized on our
investments in equity securities and a limited partnership.
Income Tax Expense

For the years ended December 31, 2023 and 2022, our effective income tax rate was (0.6)% and (56.2)%,
respectively. The effective tax rate for the year ended December 31, 2023 includes a $2.2 billion unfavorable
aggregate impact of non-deductible goodwill impairments and a $137 million favorable impact as a result of
utilizing available capital losses generated by the sale of our Latin American business in 2022. The effective tax
rate for the year ended December 31, 2022 includes a $682 million unfavorable impact of non-deductible
goodwill impairments and $128 million unfavorable impact as a result of the sale of our Latin American business.
For additional information, see Note 16—Income Taxes to our consolidated financial statements in Item 8 of Part
II of our Annual Report on Form 10-K for the year ended December 31, 2023 and "Critical Accounting Policies
and Estimates—Income Taxes".
B-8
Appendix B
Segment Results
General
Reconciliation of segment revenue to total operating revenue is below. The results presented in this section
include results of our Latin American, ILEC and EMEA businesses prior to their sale on August 1, 2022,
October 3, 2022 and November 1, 2023 respectively:

2023 2022 2021
Operating revenue
Business $ 11,535 13,041 14,119
Mass Markets 3,022 4,437 5,568
Total operating revenue $ 14,557 17,478 19,687
Reconciliation of segment EBITDA to total adjusted EBITDA is below:

2023 2022 2021
Net (loss) income $ (10,298) (1,548) 2,033
Income tax expense 61 557 668
Total other expense, net 653 1,086 1,584
Depreciation and amortization expense 2,985 3,239 4,019
Goodwill impairment 10,693 3,271 —
Stock-based compensation expense 52 98 120
Total adjusted EBITDA $ 4,146 6,703 8,424
Business segment adjusted EBITDA $ 7,165 8,569 9,358
Mass Markets segment adjusted EBITDA 1,589 2,690 3,730
Other unallocated expense (4,608) (4,556) (4,664)
For additional information on our reportable segments and product and services categories,
see Note 4—Revenue Recognition and Note 17—Segment Information to our consolidated financial statements
in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.
Business Segment
Years Ended December 31, Percent Change

2023 2022 2021 2023 vs 2022 2022 vs 2021
Business Segment Product Categories:
Grow $ 4,469 4,595 4,687 (3)% (2)%
Nurture 3,465 4,094 4,540 (15)% (10)%
Harvest 2,785 3,557 4,069 (22)% (13)%
Other 816 795 823 3 % (3)%
Total Business Segment Revenue 11,535 13,041 14,119 (12)% (8)%
Expenses:
Total expense 4,370 4,472 4,761 (2)% (6)%
Total adjusted EBITDA $ 7,165 8,569 9,358 (16)% (8)%
Year ended December 31, 2023 compared to the years ended December 31, 2022 and December 31, 2021

Appendix B
Business segment revenue decreased $1.5 billion for the year ended December 31, 2023 compared to
December 31, 2022 and decreased $1.1 billion for the year ended December 31, 2022 compared to
December 31, 2021. Approximately $1.0 billion of the decrease for the year ended December 31, 2023 compared
to December 31, 2022 was due to the sale of the Latin American, ILEC and EMEA businesses in late 2022 and
2023. For the year ended December 31, 2022 compared to December 31, 2021, the sale of the Latin American
and ILEC businesses in the second half of 2022 caused a decrease of $511 million. More specifically, within each
product category for the year ended December 31, 2023 compared to December 31, 2022 and for the year
ended December 31, 2022 compared to December 31, 2021:
• Grow decreased $126 million and $92 million, reflecting decreases of approximately $370 million and
$176 million associated with the sale of the divested businesses. This was offset by increases of approximately
$244 million primarily in our IP, wavelengths, dark fiber, enterprise broadband and colocation products for the
year ended December 31, 2023 compared to December 31, 2022 and approximately $84 million primarily in
our IP, enterprise broadband, and wavelengths products for the year ended December 31, 2022 compared to
December 31, 2021;
• Nurture decreased $629 million and $446 million, approximately $262 million and $119 million of which was
attributable to the sale of the divested businesses. The remainder of these declines are principally attributable
to declines in traditional VPN networks services of $261 million and $245 million and declines in Ethernet
services of $112 million and $87 million;
• Harvest decreased by $772 million and $512 million, approximately $370 million and $209 million of which
was attributable to the sale of the divested businesses. The remainder of the decline is principally attributable
to a $265 million and $211 million decline in legacy voice services;
• Other increased by $21 million for the year ended December 31, 2023 compared to December 31, 2022 and
decreased $28 million for the year ended December 31, 2022 compared to December 31, 2021. Equipment
revenue drove both the increase for the year ended December 31, 2023 and the decrease for the year ended
December 31, 2022 with an increase of $35 million and a decrease of $20 million, respectively.
The decrease in Business segment revenue for the year ended December 31, 2023 was also driven by $31 million
of unfavorable foreign currency adjustments as compared to December 31, 2022. The decrease in Business
segment revenue for the year ended December 31, 2022 was also driven by $54 million of unfavorable foreign
currency adjustments for the year ended December 31, 2022 as compared to December 31, 2021.
Business segment expense decreased by $102 million for the year ended December 31, 2023 compared to
December 31, 2022 primarily due to the sale of the divested businesses of $230 million. This decrease was
partially offset by an increase of $80 million in cost of sales and $48 million in selling, general and administrative
expenses, primarily $31 million of increased professional fees and $17 million of increased employee-related
costs. A portion of these and other expense increases were driven by our ongoing growth and optimization
initiatives. Business segment expenses decreased by $289 million for the year ended December 31, 2022
compared to December 31, 2021, primarily due to a $138 million decrease in expenses from the divested
businesses, as well as decreases in cost of sales of $105 million and $46 million in selling, general and
administrative expenses, primarily in reduced employee-related costs of $38 million.
Business segment adjusted EBITDA as a percentage of revenue was 62%, 66% and 66% for the years ended
December 31, 2023, 2022 and 2021.
B-10
Appendix B
Mass Markets Segment
Years Ended December 31, Percent Change

2023 2022 2021 2023 vs 2022 2022 vs 2021
Mass Markets Product Categories:
Fiber Broadband $ 636 604 524 5 % 15 %
Other Broadband 1,394 2,164 2,507 (36)% (14)%
Voice and Other 992 1,669 2,537 (41)% (34)%
Total Mass Markets Segment Revenue 3,022 4,437 5,568 (32)% (20)%
Expenses:
Total expense 1,433 1,747 1,838 (18)% (5)%
Total adjusted EBITDA $ 1,589 2,690 3,730 (41)% (28)%
Year ended December 31, 2023 compared to the years ended December 31, 2022 and December 31, 2021
Mass Markets segment revenue decreased by $1.4 billion for the year ended December 31, 2023 compared to
December 31, 2022 and decreased $1.1 billion for the year ended December 31, 2022 compared to
December 31, 2021. Approximately $1.1 billion and $448 million of these decreases are due to the sale of our ILEC
business in the fourth quarter of 2022. More specifically, within each product category for the year ended
December 31, 2023 compared to December 31, 2022 and for the year ended December 31, 2022 compared to
December 31, 2021:
• Fiber Broadband revenue increased $32 million and $80 million, primarily driven by $73 million and $83
million of increases driven by growth in the number of fiber customers associated with our continued increase
in enabled locations from our Quantum Fiber buildout, which was partially offset by respective decreases of
$41 million and $3 million due to the sale of the ILEC business relating to such periods;
• Other Broadband revenue decreased $770 million and $343 million. Approximately $563 million and $230
million of this decrease was due to the ILEC divestiture and $207 million and $113 million was due to fewer
customers for our lower speed copper-based broadband services;
• Voice and Other decreased $677 million and $868 million. These declines were principally due to (i) a $472
million and $215 million decrease due to the sale of the ILEC business, (ii) a $146 million and $222 million
decrease due to the continued loss of copper-based voice customers and (iii) for the year ended December
31, 2023 compared to December 31, 2022, the recognition in the first quarter of 2022 of $59 million of
previously deferred revenue related to the CAF II program, which lapsed on December 31, 2021. The decrease
for the year ended December 31, 2022 compared to December 31, 2021 was additionally driven by the net
reduction in CAF II revenue of $431 million.
Mass Markets segment expense decreased by $314 million for the year ended December 31, 2023 compared to
December 31, 2022 primarily due to a $295 million decrease due to the ILEC divestiture and a $37 million
decrease in professional fees, partially offset by an increase of $42 million in employee-related costs and $27
million in marketing and advertising costs. Mass Markets segment expense decreased $91 million for the year
ended December 31, 2022 compared to December 31, 2021 primarily due to a $176 million decrease due to the
divestiture of the ILEC business, partially offset by $107 million of increased bad debt expense, network expense
and professional fees.
Mass Markets segment adjusted EBITDA as a percentage of revenue was 53%, 61% and 67% for the years ended
December 31, 2023, 2022 and 2021, respectively.

Appendix B
Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles that are generally
accepted in the United States. The preparation of these consolidated financial statements requires management
to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenue and
expenses. We have identified certain policies and estimates as critical to our business operations and the
understanding of our past or present results of operations related to (i) goodwill, customer relationships and
other intangible assets; (ii) pension and post-retirement benefits; (iii) loss contingencies and litigation reserves
and (iv) income taxes. These policies and estimates are considered critical because they had a material impact,
or they have the potential to have a material impact, on our consolidated financial statements and because they
require us to make significant judgments, assumptions or estimates. We believe that our estimates, judgments
and assumptions made when accounting for the items described below were reasonable, based on information
available at the time they were made. However, actual results may differ from those estimates, and these
differences may be material.
Goodwill, Customer Relationships and Other Intangible Assets

We have a significant amount of goodwill and indefinite-lived intangible assets that are assessed at least
annually for impairment. At December 31, 2023, goodwill and intangible assets totaled $7.4 billion, or 22%, of our
total assets. The impairment analyses of these assets are considered critical because of their significance to us
and our segments and the subjective nature of certain assumptions used to estimate fair value.
We have assigned our goodwill balance to our segments at December 31, 2023 as follows:
Business Mass Markets Total

As of December 31, 2023 $ — 1,964 1,964
Intangible assets arising from business combinations, such as goodwill, customer relationships, capitalized
software, trademarks and tradenames, are initially recorded at estimated fair value. We amortize customer
relationships primarily over an estimated life of 7 to 14 years, using the straight-line method, depending on the
customer. Certain customer relationship intangible assets became fully amortized at the end of the first quarter
2021 using the sum-of-years-digits method, which we no longer use for any of our remaining intangible assets.
We amortize capitalized software using the straight-line method primarily over estimated lives ranging up to 7
years. We amortize our other intangible assets using the straight-line method over an estimated life of 9 to 20
years. Other intangible assets not arising from business combinations are initially recorded at cost. Where there
are no legal, regulatory, contractual or other factors that would reasonably limit the useful life of an intangible
asset, we classify them as indefinite-lived intangible assets and such intangible assets are not amortized.
We assess our long-lived intangible assets, other than goodwill, with indefinite lives for impairment annually, or,
under certain circumstances, more frequently, such as when events or changes in circumstances indicate there
may be an impairment. These assets are carried at the estimated fair value at the time of acquisition and assets
not acquired in acquisitions are recorded at historical cost. However, if their estimated fair value is less than their
carrying amount, we recognize an impairment charge for the amount by which the carrying amount of these
assets exceeds their estimated fair value. For the year ended December 31, 2023 and 2022, we concluded it was
more likely than not that our indefinite-lived intangible assets were not impaired; thus we recorded no
impairment charge for these assets.
We are required to assess our goodwill for impairment annually, or more frequently if an event occurs or
circumstances change that indicates it is more likely than not the fair values of any of our reporting units were
less than their carrying values. In assessing goodwill for impairment, we may first assess qualitative factors to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
Our annual impairment assessment date for goodwill is October 31, at which date we assess our reporting units.
We report two segments: Business and Mass Markets. At October 31, 2023, we had three reporting units for
goodwill impairment testing, which are (i) Mass Markets (ii) North America Business ("NA Business") and (iii)
Asia Pacific ("APAC") region. Prior to their divestitures in 2023 and 2022, the EMEA and Latin American
("LATAM") regions were also each considered their own reporting unit.
B-12
Appendix B
Our reporting units are not discrete legal entities with discrete full financial statements. Our assets and liabilities
are employed in and relate to the operations of multiple reporting units and are allocated to individual reporting
units based on their relative revenue or earnings before interest, taxes depreciation and amortization
("EBITDA"). For each reporting unit, we compare its estimated fair value of equity to its carrying value of equity
that we assign to the reporting unit. If the estimated fair value of the reporting unit is greater than its carrying
value, we conclude that no impairment exists. If the estimated fair value of the reporting unit is less than the
carrying value, we record a non-cash impairment charge equal to the excess amount. Depending on the facts
and circumstances, we typically estimate the fair value of our reporting units by considering either or both of (i)
a discounted cash flow method, which is based on the present value of projected cash flows over a discrete
projection period and a terminal value, which is based on the expected normalized cash flows of the reporting
units following the discrete projection period, and (ii) a market approach, which includes the use of multiples of
publicly-traded companies whose services are comparable to ours. With respect to our analysis using the
discounted cash flow method, the timing and amount of projected cash flows under these forecasts require
estimates developed from our long-range plan, which is informed by wireline industry trends, the competitive
landscape, product lifecycles, operational initiatives, capital allocation plans and other company-specific and
external factors that influence our business. These projected cash flows consider recent historical results and are
consistent with our short-term financial forecasts and long-term business strategies. The development of these
projected cash flows, and the discount rate applied to such cash flows, is subject to inherent uncertainties, and
actual results could vary significantly from such estimates. Our determination of the discount rate is based on a
weighted average cost of capital approach, which uses a market participant’s cost of equity and after-tax cost
of debt and reflects certain risks inherent in the projected cash flows. With respect to our analysis using the
market approach, we estimate the fair value of a reporting unit based upon a market multiple applied to the
reporting unit’s revenue and EBITDA, adjusted for an appropriate control premium based on recent market
transactions. We weigh these revenue and EBITDA market multiples depending on the characteristics of the
individual reporting unit. We also reconcile the estimated fair values of the reporting units to our market
capitalization to conclude whether the indicated control premium is reasonable in comparison to recent
transactions in the marketplace.
Declines in our stock price have in the past caused an impairment of our goodwill, and future declines in our
stock price could potentially cause additional impairments of our goodwill. Changes in the underlying
assumptions that we use in allocating the assets and liabilities to reporting units under either the discounted
cash flow or market approach method can result in materially different determinations of fair value. We perform
sensitivity analyses that consider a range of discount rates and a range of EBITDA market multiples and we
believe the estimates, judgments, assumptions and allocation methods used by us are reasonable. Nonetheless,
changes in any of them can significantly affect whether we must incur impairment charges, as well as the size of
such charges.
For additional information on our goodwill balances by segment and results of our impairment analyses,
see Note 3—Goodwill, Customer Relationships and Other Intangible Assets to our consolidated financial
statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.
Pension and Post-retirement Benefits

We sponsor a noncontributory qualified defined benefit pension plan (referred to herein as our qualified pension
plan, the "Lumen Combined Pension Plan" or the "Combined Pension Plan") for a substantial portion of our
current and former employees in the United States. As of January 1, 2022, we spun off a new pension plan (the
"Lumen Pension Plan") from the Combined Pension Plan in anticipation of the sale of a portion of our ILEC
business on October 3, 2022. We recognized pension costs related to both plans through the sale of the ILEC
business, at which time balances related to the Lumen Pension Plan were reflected in the calculation of our gain
on the sale of the ILEC business and the pension obligation and assets of the Lumen Pension Plan were
transferred to the purchaser.
In addition to the Lumen Combined Pension Plan, we also maintain several non-qualified pension plans for
certain eligible highly compensated employees. Due to the insignificant impact of these non-qualified plans on
our consolidated financial statements, we have excluded them from the following pension and post-retirement
benefits disclosures for 2023, 2022 and 2021. See Note 11—Employee Benefits for additional information.
We also maintain post-retirement benefit plans that provide health care and life insurance benefits primarily for
certain eligible retirees.

Appendix B
In 2023, approximately 62% of the Combined Pension Plan's January 1, 2023 net actuarial loss balance of $1.4
billion was subject to amortization as a component of net periodic expense over the average remaining service
period of 14 years for participating employees expected to receive benefits under the plan. We treated the other
38% of the Combined Pension Plan's beginning net actuarial loss balance as indefinitely deferred during 2023. In
2023, approximately 56% of the beginning net actuarial gain of $371 million at January 1, 2023 for the
post-retirement benefit plans was subject to amortization as a component of net periodic expense, with the
other 44% of the beginning net actuarial gain balance for the post-retirement benefit plans treated as
indefinitely deferred.
In 2022, approximately 62% of the Combined Pension Plan's January 1, 2022 net actuarial loss balance of $2.2
billion was subject to amortization as a component of net periodic expense over the average remaining service
period of 14 years for participating employees expected to receive benefits under the plan. We treated the other
38% of the Combined Pension Plan's beginning net actuarial loss balance as indefinitely deferred during 2022.
Additionally, upon the sale of the ILEC business on October 3, 2022, we recognized $564 million of net actuarial
loss, pre-tax, related to the Lumen Pension Plan, which partially offset our gain on the sale of the business. We
treated the entire beginning net actuarial loss of $217 million at January 1, 2022 for the post-retirement benefit
plans as indefinitely deferred during 2022.
As of January 1, 2021, our qualified pension plan had a net actuarial loss balance of approximately $3.0 billion. A
portion of this balance was subject to amortization as a component of net periodic expense over the average
remaining service period for participating employees expected to receive benefits under the plan. During 2021,
our lump sum pension settlement payments exceeded the settlement threshold and as a result we recognized a
non-cash settlement charge of $383 million, accelerating previously unrecognized actuarial losses from our net
actuarial loss balance. For our post-retirement benefit plans, the majority of the beginning net actuarial loss
balance of $346 million at January 1, 2021 continued to be deferred during 2021.
In computing our pension and post-retirement health care and life insurance benefit obligations, our most
significant assumptions are the discount rate and mortality rates. In computing our periodic pension expense,
our most significant assumptions are the discount rate and the expected rate of return on plan assets. In
computing our post-retirement benefit expense, our most significant assumption is the discount rate.
The discount rate for each plan is the rate at which we believe we could effectively settle the plan's benefit
obligations as of the end of the year. We selected each plan's discount rate based on a cash flow matching
analysis using hypothetical yield curves from high-quality U.S. corporate bonds and projections of the future
benefit payments that constitute the projected benefit obligation for the plans. This process establishes the
uniform discount rate that produces the same present value of the estimated future benefit payments as is
generated by discounting each year's benefit payments by a spot rate applicable to that year. The spot rates
used in this process were derived from a yield curve created from yields on the 60th to 90th percentile of U.S.
high quality bonds.
The table below illustrates hypothetical changes in our benefit obligation for the qualified pension plan and the
post-retirement benefit plans obligation if we had selected a higher or lower discount rate.
Percentage Increase/(decrease) at
point change December 31, 2023
Combined Pension Plan discount rate 1% $ (451)
(1)% 373
Post-retirement benefit plans discount rate 1% (158)
(1)% 158
Published mortality rates help predict the expected life of plan participants and are based on historical
demographic studies by the Society of Actuaries ("SOA"). The SOA publishes new mortality tables and
projection scales on a regular basis which reflect updates to projected life expectancies in North America.
Historically, we have adopted the new projection tables immediately after publication. The SOA did not release
any revised mortality tables or projection scales in 2022 or 2023.
The expected rate of return on plan assets is the long-term rate of return we expect to earn on the plans' assets
in the future, net of administrative expenses paid from plan assets. The rate of return is determined by the
strategic allocation of plan assets and the long-term risk and return forecast for each asset class. The forecasts
for each asset class are generated primarily from an analysis of the long-term expectations of various
third-party investment management organizations, to which we then add a factor of 50 basis points to reflect
the benefit we expect to result from our active management of the assets. The expected rate of return on plan
assets is reviewed annually by management and our Board of Directors and is revised, as necessary, to reflect
changes in the financial markets and our investment strategy.
B-14
Appendix B
Changes in any of the above factors could significantly impact operating expenses in our consolidated
statements of operations and other comprehensive loss in our consolidated statements of comprehensive
income (loss), as well as the amount of the liability and accumulated other comprehensive loss of stockholders'
equity on our consolidated balance sheets.
Loss Contingencies and Litigation Reserves

We are involved in several potentially material legal proceedings, as described in more detail in
Note 18—Commitments, Contingencies and Other Items. On a quarterly basis, we assess potential losses in
relation to these and other pending or threatened tax and legal matters. For matters not related to income
taxes, if a loss is considered probable and the amount can be reasonably estimated, we recognize an expense
for the estimated loss. To the extent these estimates are more or less than the actual liability incurred upon
resolving these matters, our earnings will be increased or decreased accordingly. If the differences are material,
our consolidated financial statements could be materially impacted.
For matters related to income taxes, if we determine in our judgment that the impact of an uncertain tax
position is more likely than not to be sustained upon audit by the relevant taxing authority, then we recognize in
our financial statements a benefit for the largest amount that is more likely than not to be sustained. We do not
recognize any portion of an uncertain tax position if we determine in our judgment that the position has less
than a 50% likelihood of being sustained. Though the validity of any tax position is a matter of tax law, the body
of statutory, regulatory and interpretive guidance on the application of the law is complex and often ambiguous,
particularly in certain of the non-U.S. jurisdictions in which we operate. As such, our tax positions may not be
sustained, which could materially impact our consolidated financial statements.
Income Taxes
Our provision for income taxes includes amounts for tax consequences deferred to future periods. We record
deferred income tax assets and liabilities reflecting future tax consequences attributable to (i) tax credit
carryforwards, (ii) differences between the financial statement carrying value of assets and liabilities and the tax
basis of those assets and liabilities and (iii) tax NOLs. Deferred taxes are computed using enacted tax rates
expected to apply in the year in which the differences are expected to affect taxable income. The effect of a
change in tax rate on deferred income tax assets and liabilities is recognized in earnings in the period that
includes the enactment date.
The measurement of deferred taxes often involves the exercise of considerable judgment related to the
realization of tax basis. Our deferred tax assets and liabilities reflect our assessment that tax positions taken in
filed tax returns and the resulting tax basis are more likely than not to be sustained if they are audited by taxing
authorities. Assessing tax rates that we expect to apply and determining the years when the temporary
differences are expected to affect taxable income requires judgment about the future apportionment of our
income among the states in which we operate. Any changes in our practices or judgments involved in the
measurement of deferred tax assets and liabilities could materially impact our financial condition or results
of operations.
In connection with recording deferred income tax assets and liabilities, we establish valuation allowances when
necessary to reduce deferred income tax assets to amounts that we believe are more likely than not to be
realized. We evaluate our deferred tax assets quarterly to determine whether adjustments to our valuation
allowances are appropriate in light of changes in facts or circumstances, such as changes in tax law, interactions
with taxing authorities and developments in case law. In making this evaluation, we rely on our recent history of
pre-tax earnings. We also rely on our forecasts of future earnings and the nature and timing of future deductions
and benefits represented by the deferred tax assets, all of which involve the exercise of significant judgment. At
December 31, 2023, we established a valuation allowance of $399 million primarily related to state NOLs, based
on our determination that it was more likely than not that this amount of these NOLs would expire unused. If
forecasts of future earnings and the nature and estimated timing of future deductions and benefits change in
the future, we may determine that existing valuation allowances must be revised or eliminated or new valuation
allowances created, any of which could materially impact our financial condition or results of operations. See
Note 16—Income Taxes to our consolidated financial statements in Item 8 of Part II of our Annual Report on
Form 10-K for the year ended December 31, 2023.

Appendix B
Market Risk
As of December 31, 2023, we were exposed to market risk from changes in interest rates on our variable rate
long-term debt obligations and fluctuations in certain foreign currencies.
Management periodically reviews our exposure to interest rate fluctuations and periodically implements
strategies to manage the exposure. From time to time, we have used derivative instruments to swap our
exposure to variable interest rates for fixed interest rates. We have established policies and procedures for risk
assessment and the approval, reporting and monitoring of derivative instrument activities. As of
December 31, 2023, we did not hold or issue derivative financial instruments for trading or speculative purposes.
As of December 31, 2023, we had approximately $7.9 billion of unhedged floating rate debt based on the
secured overnight financing rate ("SOFR"). A hypothetical increase of 100 basis points in SOFR relating to our
$7.9 billion of unhedged floating rate debt would, among other things, decrease our annual pre-tax earnings by
approximately $79 million.
We conduct a portion of our business in currencies other than the U.S. dollar, the currency in which our
consolidated financial statements are reported. Prior to the November 1, 2023 divestiture of our EMEA business,
certain of our former European subsidiaries used the local currency as their functional currency, as the majority
of their sales and purchases were transacted in their local currencies. Although we continue to evaluate
strategies to mitigate risks related to the effect of fluctuations in currency exchange rates, we will likely
recognize gains or losses from international transactions. Accordingly, changes in foreign currency rates relative
to the U.S. dollar could positively or negatively impact our operating results.
Certain shortcomings are inherent in the method of analysis presented in the computation of exposures to
market risks. Actual values may differ materially from those disclosed by us from time to time if market
conditions vary from the assumptions used in the analyses performed. These analyses only incorporate the risk
exposures that existed at December 31, 2023.
Liquidity and Capital Resources

Overview of Sources and Uses of Cash
We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our parent
company liquidity requirements. Several of our significant operating subsidiaries have borrowed funds either on
a standalone basis or as part of a separate restricted group with certain of its subsidiaries or affiliates. The terms
of the instruments governing the indebtedness of these borrowers or borrowing groups may restrict our ability
to access their accumulated cash. In addition, our ability to access the liquidity of these and other subsidiaries
may be constrained by tax, legal and other limitations.
At December 31, 2023, we held cash and cash equivalents of $2.2 billion. As of December 31, 2023, we had
approximately $1.8 billion of borrowing capacity available under our $2.2 billion revolving credit facility, net of
undrawn letters of credit and borrowings issued to us thereunder. We typically use our revolving credit facility
as a source of liquidity for operating activities and our other cash requirements. We had approximately $61
million of cash and cash equivalents outside the United States at December 31, 2023. We currently believe that
there are no material restrictions on our ability to repatriate cash and cash equivalents into the United States,
and that we may do so without paying or accruing U.S. taxes. We do not currently intend to repatriate to the
United States any of our foreign cash and cash equivalents from operating entities.
Our executive officers and our Board of Directors review our sources and potential uses of cash in connection
with our annual budgeting process and throughout the year as circumstances warrant. Generally speaking,
our principal funding source is cash from operating activities, and our principal cash requirements include
operating expenses, capital expenditures, income taxes, debt repayments, periodic securities repurchases,
periodic pension contributions and other benefits payments. The impact of the sales of our Latin American,
ILEC and EMEA businesses is further described below.
Based on our current capital allocation objectives, during 2024 we project expending approximately $2.7 billion
to $2.9 billion of capital expenditures.
For the 12-month period ending December 31, 2024, we project our fixed commitments will include (i)
$125 million of scheduled term loan amortization payments and (ii) $32 million of finance lease and other
fixed payments.
B-16
Appendix B
In January 2024, we received a cash federal income tax refund of $729 million, including interest. For additional
information, see Note 24—Subsequent Events, to our consolidated financial statements included under Item 8 of
Part II of this annual report.
As discussed elsewhere herein, we recorded an aggregate of $14.0 billion of non-cash, non tax-deductible
goodwill impairment charges in 2023 and 2022, which has substantially reduced our total stockholders’ equity.
See "Results of Operations—Goodwill Impairments" discussing the potential for additional goodwill impairments
in future quarters.
We will continue to monitor our future sources and uses of cash, and anticipate that we will make adjustments
to our capital allocation strategies when, as and if determined by our Board of Directors. We may also draw on
our revolving credit facility as a source of liquidity for operating activities and to give us additional flexibility to
finance our capital investments, repayments of debt, pension contributions and other cash requirements.
For additional information, see "Risk Factors—Financial Risks" in Item 1A of Part I of our Annual Report on Form
Impact of the Divestitures of the Latin American, ILEC and EMEA Businesses
As discussed in Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses to our consolidated
financial statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended
December 31, 2023, we sold our Latin American, ILEC and EMEA businesses on August 1, 2022, October 3, 2022
and November 1, 2023, respectively. As further described elsewhere herein, these transactions have provided us
with a substantial amount of cash proceeds but have also reduced our base of income-generating assets that
generate our recurring cash from operating activities. For a discussion of the impact of our divestitures upon our
federal income taxes, see "Liquidity and Capital Resources–Federal Income Tax Obligations.”
Capital Expenditures
We incur capital expenditures on an ongoing basis to expand and improve our service offerings, enhance and
modernize our networks and compete effectively in our markets. We evaluate capital expenditure projects
based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue
growth, productivity, expenses, service levels and customer retention) and our expected return on investment.
The amount of capital investment is influenced by, among other things, current and projected demand for our
services and products, our network requirements, cash flow generated by operating activities, cash required for
debt services and other purposes, regulatory considerations (such as governmentally-mandated infrastructure
buildout requirements) and the availability of requisite supplies, labor and permits.
Our capital expenditures continue to be focused on enhancing network operating efficiencies, supporting new
service developments, and expanding our fiber network, including our Quantum Fiber buildout plan. A portion
of our 2023 capital expenditures will also be focused on restoring network assets destroyed or damaged by
Hurricane Ian in Florida during 2022 or replacing aged network assets. For more information on our capital
spending, see (i) "—Overview of Sources and Uses of Cash" above, (ii) "Cash Flow Activities—Investing
Activities" below and (iii) Item 1 of Part 1 of our Annual Report on Form 10-K for the year ended
December 31, 2023.
Debt Instruments and Financing Arrangements
Debt Instruments
On January 22, 2024, Lumen entered into an amended and restated transaction support agreement with a
group of creditors representing over $12.5 billion of the outstanding indebtedness of the Company and its
subsidiaries to, among other things, extend maturities of the debt instruments of the Company and Level 3
Financing, Inc. and provide access to a new revolving credit facility in an amount expected to be approximately
$1.0 billion. In addition, the creditors have committed to provide $1.325 billion of financing to the Company
through new long-term debt. The consummation of the transactions contemplated by the amended and
restated transaction support agreement is subject to the satisfaction of various closing conditions. For more
information, see Note 24—Subsequent Events, to our consolidated financial statements included under Item 8
of Part II of this annual report.
Pursuant to exchange offers commenced on March 16, 2023 (the "Exchange Offers"), (i) on March 31, 2023,
Level 3 Financing, Inc. issued $915 million of its 10.500% Senior Secured Notes due 2030 in exchange for
$1.535 billion of Lumen’s outstanding senior unsecured notes and (ii) on April 17, 2023, Level 3 Financing, Inc.
issued an additional $9 million of its 10.500% Notes in exchange for $19 million of Lumen's outstanding senior
unsecured notes. All exchanged notes were concurrently cancelled. These transactions resulted in a net
reduction in the aggregate principal amount of Lumen’s consolidated indebtedness of approximately
$630 million and, along with a repurchase of notes in the first quarter of 2023, a gain of $618 million during the
year ended December 31, 2023.

Appendix B
At December 31, 2023, we had $11.4 billion of outstanding consolidated secured indebtedness, $8.5 billion of
outstanding consolidated unsecured indebtedness (excluding (i) finance lease obligations, (ii) unamortized
premiums, net and (iii) unamortized debt issuance costs) and approximately $1.8 billion of unused borrowing
capacity under our revolving credit facility, as discussed further below.
Under our amended and restated credit agreement dated as of January 31, 2020 (the “Amended Credit
Agreement”), we maintained at December 31, 2023 (i) a $2.2 billion senior secured revolving credit facility,
under which we owed $200 million and had $218 million of letters of credit issued and undrawn as of such date,
and (ii) $5.1 billion of senior secured term loan facilities. For additional information, see (i) "—Overview of
Sources and Uses of Cash," and (ii) Note 7—Long-Term Debt and Credit Facilities to our consolidated financial
statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.
At December 31, 2023, we had $260 million undrawn letters of credit outstanding, $218 million of which were
issued under our revolving line of credit, $40 million of letters of credit outstanding under our $225 million
uncommitted letter of credit facility and $2 million of which were issued under a separate facility maintained by
one of our subsidiaries (the full amount of which is collateralized by cash that is reflected on our consolidated
balance sheets as restricted cash within other assets).
In addition to its indebtedness under our Amended Credit Agreement, Lumen Technologies is indebted under
its outstanding senior notes, and several of its subsidiaries are indebted under separate credit facilities or
senior notes.
For additional information on the terms and conditions of other debt instruments of ours and our subsidiaries,
including financial and operating covenants, see (i) Note 7—Long-Term Debt and Credit Facilities to our
December 31, 2023 and (ii) "—Other Matters" below.
Future Financings and Debt Reduction Transactions

Subject to market conditions, we plan to continue to issue debt securities from time to time in the future to
refinance a substantial portion of our maturing debt, including issuing debt securities of certain of our
subsidiaries to refinance their maturing debt to the extent permitted under our debt covenants and consistent
with our capital allocation strategies. The availability, interest rate and other terms of any new borrowings will
depend on the ratings assigned by credit rating agencies, among other factors.
As of the filing date of our Annual Report on Form 10-K for the year ended December 31, 2023, the credit ratings
for the senior secured and unsecured debt of Lumen Technologies, Inc., Level 3 Financing, Inc. and Qwest
Corporation were as follows:
Moody's Investors Standard &

Borrower Service, Inc. Poor's Fitch Ratings
Lumen Technologies, Inc.:
Unsecured Ca CCC-/C CCC-
Secured Caa3 B/CC B-
Level 3 Financing, Inc.:
Unsecured Caa2 CC CCC+
Secured B3 B B-
Qwest Corporation:
Unsecured Caa3 B B+
Our credit ratings are reviewed and adjusted from time to time by the rating agencies. Any future changes in the
senior unsecured or secured debt ratings of us or our subsidiaries could impact our access to capital or
borrowing costs. We cannot provide any assurances that we will be able to borrow additional funds on
favorable terms, or at all. See "Risk Factors—Financial Risks" in Item 1A of Part I of our Annual Report on Form
From time to time over the past couple of years, we have engaged in various refinancings, redemptions, tender
offers, open market purchases and other transactions designed to reduce our consolidated indebtedness,
improve our financial flexibility or otherwise enhance our debt profile. Subject to market conditions, restrictions
under our debt covenants, and other limitations, we may pursue similar transactions in the future to the extent
feasible. See Note 7—Long-Term Debt and Credit Facilities to our consolidated financial statements in Item 8 of
Part II of our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information.
B-18
Appendix B
Federal Income Tax Obligations

As of December 31, 2023, Lumen Technologies had approximately $800 million of federal NOLs which, for U.S.
federal income tax purposes, may be used to offset future taxable income. These NOLs are primarily related to
federal NOLs we acquired through the Level 3 acquisition on November 1, 2017 and are subject to limitations
under Section 382. We maintain a Section 382 rights agreement designed to safeguard through late 2026 our
ability to use those NOLs. We utilized a substantial portion of our previously available NOLs to offset taxable
gains generated by the completion of our 2022 divestitures. As a result, we anticipate that our cash income tax
liability will increase in future periods. The amounts of our near-term future tax payments will depend upon
many factors, including our future earnings and tax circumstances and the impact of any corporate tax reform
or taxable transactions.
Although we expect to use substantially all of our remaining NOLs in future periods in accordance with Section
382's annual limitations, we cannot assure this. See "Risk Factors—Financial Risks—We may not be able to fully
utilize our NOLs" in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023.
Stock Repurchases
Effective November 2, 2022, our Board of Directors authorized a new two-year program to repurchase up to an
aggregate of $1.5 billion of our outstanding common stock (the "November 2022 stock repurchase program").
During the year ended December 31, 2023, we did not repurchase any shares of our outstanding common stock
under this program. As of December 31, 2023, we were authorized to purchase up to an aggregate of $1.3 billion
of our outstanding common stock under this program. We currently do not plan to purchase any shares of our
outstanding common stock under this program in the near term.
Pension and Post-retirement Benefit Obligations

We are subject to material obligations under our existing defined benefit pension plans and post-retirement
benefit plans. At December 31, 2023, the accounting unfunded status of our qualified and non-qualified defined
benefit pension plans and our qualified post-retirement benefit plans was $769 million and $1.9 billion,
respectively. For additional information about our pension and post-retirement benefit arrangements, see
"Critical Accounting Policies and Estimates—Pension and Post-retirement Benefits" in Item 7 of Part II of our
Annual Report on Form 10-K for the year ended December 31, 2023 and Note 11—Employee Benefits to our
December 31, 2023.
On October 19, 2021, we, as sponsor of the Lumen Combined Pension Plan ("Combined Pension Plan"), along
with the Plan’s independent fiduciary, entered into an agreement committing the Plan to use a portion of its plan
assets to purchase an annuity from an insurance company (the "Insurer") to transfer $1.4 billion of the Plan’s
pension liabilities. This agreement irrevocably transferred to the Insurer future Plan benefit obligations for
approximately 22,600 U.S. Lumen participants ("Transferred Participants") effective on December 31, 2021.
This annuity transaction was funded entirely by existing Plan assets and was intended to provide equivalent
benefits to the Transferred Participants. The Insurer is committed to assume responsibility for administrative and
customer service support, including distribution of payments to the Transferred Participants.
As of January 1, 2022, we spun off the Lumen Pension Plan from the Combined Pension Plan in anticipation of
the sale of the ILEC business, as described further in Note 2—Divestitures of the Latin American, ILEC and EMEA
Businesses to our consolidated financial statements in Item 1 of Part I of our Annual Report on Form 10-K for the
year ended December 31, 2023. At the time of the spin-off we transferred $2.5 billion of pension benefit
obligation and $2.2 billion of plan assets to the Lumen Pension Plan. Following a revaluation of the pension
obligation and pension assets for the Lumen Pension Plan in preparation for the closing of the ILEC business
divestiture, we contributed approximately $319 million of cash in September 2022 to satisfy our contractual
obligations to the purchaser of the divested business. This plan was subsequently assumed by the purchaser as
part of our ILEC business divestiture on October 3, 2022. Upon sale of the ILEC business, we recognized
$403 million of net actuarial loss and prior service cost, net of tax impact, related to the Lumen Pension Plan,
which partially offset our gain on sale of the business.
Benefits paid by our Combined Pension Plan are paid through the trust that holds the Combined Pension Plan's
assets. Based on current laws and circumstances, we do not expect any contributions to be required for our
Combined Pension Plan during 2024. The amount of required contributions to our Combined Pension Plan in
2025 and beyond will depend on a variety of factors, most of which are beyond our control, including earnings
on plan investments, prevailing interest rates, demographic experience, changes in plan benefits and changes in
funding laws and regulations. We occasionally make voluntary contributions to our plans in addition to required
contributions and reserve the right to do so in the future. We last made a voluntary contribution to the trust for
our Combined Pension Plan during 2018. We currently do not expect to make a voluntary contribution in 2024.

Appendix B
Substantially all of our post-retirement health care and life insurance benefits plans are unfunded and are paid
by us with available cash. As described further in Note 11—Employee Benefits, aggregate benefits paid by us
under these plans (net of participant contributions and direct subsidy receipts) were $194 million, $210 million
and $203 million for the years ended December 31, 2023, 2022 and 2021, respectively. For additional information
on our expected future benefits payments for our post-retirement benefit plans, see Note 11—Employee Benefits
to our consolidated financial statements in Item 8 of Part II of our Annual Report on Form 10-K for the year
ended December 31, 2023.
For 2023, our expected annual long-term rate of return on the pension plan assets, net of administrative
expenses, was 6.5%. For 2024, our expected annual long-term rate of return on these assets is 6.5%. However,
actual returns could be substantially different.
Our pension plan contains provisions that allow us, from time to time, to offer lump sum payment options to
certain former employees in settlement of their future retirement benefits. We record an accounting settlement
charge, consisting of the recognition of certain deferred costs of the pension plan, associated with these lump
sum payments only if, in the aggregate, they exceed the sum of the annual service and interest costs for the
plan’s net periodic pension benefit cost, which represents the settlement accounting threshold. As of December
31, 2021, lump sum pension settlement payments exceeded the settlement threshold. As a result, for the year
ended December 31, 2021 we recognized a non-cash settlement charge of $383 million to accelerate the
recognition of a portion of the previously unrecognized actuarial losses in the qualified pension plan, which was
allocated and reflected in other (expense) income, net in our consolidated statement of operations for the year
ended December 31, 2021. The settlement threshold was not exceeded for the years ended December 31, 2023
or December 31, 2022. The amount of any future non-cash settlement charges will be dependent on several
factors, including the total amount of our future lump sum benefit payments.
Future Contractual Obligations

Our estimated future obligations as of December 31, 2023 include both current and long term obligations. At
December 31, 2023, we had a current obligation of $157 million and a long-term obligation of $20 billion of long-
term debt (excluding unamortized premiums, net and unamortized debt issuance costs). Under our operating
leases, at December 31, 2023 we had a current obligation of $350 million and a long-term obligation of $1.5
billion. As of such date, we had current obligations related to right-of-way agreements and purchase
commitments of $587 million and a long-term obligation of $1.5 billion. Additionally, as of such date we had a
current obligation for asset retirement obligation of $26 million and a long-term obligation of $131 million.
Finally, at December 31, 2023 our pension and post-retirement benefit plans had an unfunded benefit obligation,
of which $197 million is classified as current and $2.5 billion is classified as long-term. For additional information,
see Note 7—Long-Term Debt and Credit Facilities, Note 5—Leases, Note 18—Commitments, Contingencies and
Other Items, Note 9—Property, Plant and Equipment and Note 11—Employee Benefits, respectively.
Federal Broadband Support Programs

In January 2020, the FCC created the Rural Digital Opportunity Fund (“RDOF”) program, a federal support
program designed to fund broadband deployment in rural America. For the first phase of this program, RDOF
Phase I, the FCC ultimately awarded $6.4 billion in support payments to be paid in equal monthly installments
over 10 years. We were awarded RDOF funding in several of the states in which we operate and began receiving
monthly support payments during the second quarter of 2022. We received approximately $17 million in annual
RDOF Phase I support payments during 2023 and 2022 and expect to receive this same amount each year
thereafter during the program period.
For additional information on these programs, see (i) Note 4—Revenue Recognition to our consolidated financial
statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023, (ii)
"Business—Regulation of Our Business" in Item 1 of Part I of our Annual Report on Form 10-K for the year ended
December 31, 2023 and (iii) "Risk Factors—Legal and Regulatory Risks" in Item 1A of Part I of our Annual Report
on Form 10-K for the year ended December 31, 2023.
Federal officials have proposed changes to current programs and laws that could impact us, including proposals
designed to increase broadband access, increase competition among broadband providers, lower broadband
costs and re-adopt "net neutrality" rules similar to those adopted under a prior administration. In late 2021,
the U.S. Congress enacted legislation that appropriated $65 billion to improve broadband affordability and
access, primarily through federally funded state grants. As of the date of our Annual Report on Form 10-K for
the year ended December 31, 2023, various state and federal agencies are continuing to take steps to make this
funding available to eligible applicants, including us. Although it remains premature to speculate on the ultimate
impact of this legislation on us, we anticipate that the release of this funding would increase competition for
broadband customers in newly-served areas.
B-20
Appendix B
Cash Flow Activities

The following table summarizes our consolidated cash flow activities for the years ended December 31, 2023
and 2022. For information regarding cash flow activities for the year ended December 31, 2021, see
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of Part II of
our Annual Report Form 10-K for the year ended December 31, 2022.
Years Ended December 31, (Decrease) /

2023 2022 Increase
Net cash provided by operating activities $ 2,160 4,735 (2,575)
Net cash (used in) provided by investing activities (1,201) 5,476 (6,677)
Net cash used in financing activities (18) (9,313) (9,295)
Operating Activities
Net cash provided by operating activities decreased by $2.6 billion for the year ended December 31, 2023 as
compared to the year ended December 31, 2022 primarily due to lower net income adjusted for non-cash
expenses and gains, largely due to the impacts of the 2022 and 2023 divestitures discussed elsewhere herein.
Cash provided by operating activities is subject to variability period over period as a result of timing differences,
including with respect to the collection of receivables and payments of interest expense, accounts payable,
income taxes and bonuses.
For additional information about our operating results, see "Results of Operations" above.
Investing Activities
Net cash (used in) provided by investing activities changed by $6.7 billion for the year ended
December 31, 2023 as compared to the year ended December 31, 2022 primarily due to substantial pre-tax cash
proceeds from the sales of our Latin American and ILEC businesses in 2022, partially offset by pre-tax cash
proceeds from the sale of the EMEA business in 2023.
Financing Activities
Net cash used in financing activities decreased by $9.3 billion for the year ended December 31, 2023 as
compared to the year ended December 31, 2022 primarily due to substantially higher debt repayments and
dividends paid in 2022.
See Note 7—Long-Term Debt and Credit Facilities to our consolidated financial statements in Item 8 of Part II of
our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on our
outstanding debt securities.
Other Matters
We have cash management and loan arrangements with a majority of our income-generating subsidiaries, in
which a substantial portion of the aggregate cash of those subsidiaries' is periodically advanced or loaned to us
or our service company affiliate. Although we periodically repay these advances to fund the subsidiaries' cash
requirements throughout the year, at any given point in time we may owe a substantial sum to our subsidiaries
under these arrangements. In accordance with generally accepted accounting principles, these arrangements
are reflected in the balance sheets of our subsidiaries, but are eliminated in consolidation and therefore not
recognized on our consolidated balance sheets.
Our network includes some residual lead-sheathed copper cables installed years ago. These lead-sheathed
cables constitute a small portion of our network. Due to recent media coverage of potential health and
environmental risks associated with these cables, we anticipate incurring certain investigative costs. We also
may incur other costs from related proceedings, including litigation, regulatory initiatives, and remediation. As of
December 31, 2023, we had not accrued for any such potential costs and will only accrue when such costs are
probable and reasonably estimable. For additional information about related litigation and potential risks, see
Note 18—Commitments, Contingencies and Other Items to our consolidated financial statements in Item 1 of Part
I of our Annual Report on Form 10-K for the year ended December 31, 2023, and the risk factor disclosures
incorporated by reference herein under “Risk Factors” in Item 1A of Part II of our Annual Report on Form 10-K
for the year ended December 31, 2023.
We are also involved in various legal proceedings that could substantially impact our financial position. See Note
18—Commitments, Contingencies and Other Items to our consolidated financial statements in Item 8 of Part II of
our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information.

Appendix B
ITEM 8. Consolidated Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Lumen Technologies, Inc. and subsidiaries
(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations,
comprehensive (loss) income, cash flows, and stockholders’ equity for each of the years in the three-year period
ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2024 expressed an
unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the
consolidated financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.
Testing of revenue
As discussed in Note 4 to the consolidated financial statements, the Company recorded $14.6 billion of
operating revenues for the year ended December 31, 2023. The processing and recording of revenue are reliant
upon multiple information technology (IT) systems.
B-22
Appendix B
We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. Complex
auditor judgment was required in evaluating the sufficiency of audit evidence over revenue due to the large
volume of data and the number and complexity of the revenue accounting systems. Specialized skills and
knowledge were needed to test the IT systems used for the processing and recording of revenue.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor
judgment to determine the nature and extent of procedures to be performed over the processing and recording
of revenue, including the IT systems tested. We evaluated the design and tested the operating effectiveness of
certain internal controls related to the processing and recording of revenue. This included manual and
automated controls over the IT systems used for the processing and recording of revenue. For a selection of
transactions, we compared the amount of revenue recorded to a combination of Company internal data,
executed contracts, and other relevant third-party data. In addition, we involved IT professionals with
specialized skills and knowledge who assisted in the design and performance of audit procedures related to
certain IT systems used by the Company for the processing and recording of revenue. We evaluated the
sufficiency of audit evidence obtained by assessing the results of procedures performed, including the relevance
and reliability of evidence obtained.
Goodwill impairments for the North America Business and Mass Markets reporting units
As discussed in Note 3 to the consolidated financial statements, the goodwill balance at December 31, 2023 was
$2.0 billion. The Company assesses goodwill for impairment at least annually, or more frequently, if events or
circumstances indicate the carrying value of a reporting unit likely exceeds its fair value. During the second
quarter of 2023, the Company determined circumstances related to the sustained decline in the Company's
share price indicated it was more likely than not that the carrying value of their reporting units exceeded their
fair value. Also, as of October 31, 2023, the Company performed their annual goodwill impairment test. For both
the second quarter and annual impairment tests, the Company estimated the fair value of its reporting units
using a market approach. The second quarter and annual impairment tests each determined the carrying value
of the North America Business and Mass Markets reporting units exceeded their estimated fair value. As a result,
the Company recorded non-cash impairment charges of $7.9 billion and $2.8 billion, respectively, reducing the
carrying value of goodwill for the North America Business and Mass Markets reporting units.
We identified the assessment of the Company’s impairment testing of the goodwill of the North America
Business and Mass Markets reporting units as a critical audit matter. Subjective auditor judgment was required in
evaluating the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) market multiple
assumptions used to estimate the fair value of the reporting units. The evaluation of these assumptions was
challenging as differences in judgment used to determine these assumptions could have had a significant effect
on each reporting unit’s estimated fair value. Specialized skills and knowledge were required in the assessment
of the EBITDA market multiple assumptions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls related to the goodwill impairment
tests. This included controls related to the Company’s determination of the EBITDA market multiple
assumptions. We involved valuation professionals with specialized skills and knowledge, who assisted in
evaluating the EBITDA market multiple assumptions by:
• comparing to EBITDA market multiple ranges developed using publicly available market data for
comparable entities
• performing sensitivity analyses that considered a range of EBITDA market multiples.
/s/ KPMG LLP
We have served as the Company’s auditor since 1977.
Denver, Colorado
February 22, 2024

Appendix B
Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors
Opinion on Internal Control Over Financial Reporting
We have audited Lumen Technologies, Inc. and subsidiaries' (the Company) internal control over financial
reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022,
the related consolidated statements of operations, comprehensive (loss) income, cash flows, and stockholders’
equity for each of the years in the three-year period ended December 31, 2023, and the related notes
(collectively, the consolidated financial statements), and our report dated February 22, 2024 expressed an
unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 22, 2024
B-24
Appendix B

Consolidated Statements Of Operations
2023 2022 2021
(Dollars in millions, except per share
amounts, and shares in thousands)
OPERATING REVENUE $ 14,557 17,478 19,687
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization) 7,144 7,868 8,488
Selling, general and administrative 3,198 3,078 2,895
Net loss (gain) on sale of businesses 121 (113) —
Loss on disposal groups held for sale — 40 —
Depreciation and amortization 2,985 3,239 4,019
Total operating expenses 24,141 17,383 15,402
OPERATING (LOSS) INCOME (9,584) 95 4,285
OTHER EXPENSE
Interest expense (1,158) (1,332) (1,522)
Net gain on early retirement of debt (Note 7) 618 214 8
Other (expense) income, net (113) 32 (70)
Total other expense, net (653) (1,086) (1,584)
(LOSS) INCOME BEFORE INCOME TAXES (10,237) (991) 2,701
NET (LOSS) INCOME $ (10,298) (1,548) 2,033
BASIC AND DILUTED (LOSS) EARNINGS PER COMMON SHARE
BASIC $ (10.48) (1.54) 1.92
DILUTED $ (10.48) (1.54) 1.91
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC 983,081 1,007,517 1,059,541
DILUTED 983,081 1,007,517 1,066,778
See accompanying notes to consolidated financial statements.

Appendix B

Consolidated Statements Of Comprehensive (Loss) Income

2023 2022 2021
NET (LOSS) INCOME $ (10,298) (1,548) 2,033
OTHER COMPREHENSIVE INCOME:
Items related to employee benefit plans:
Change in net actuarial loss, net of $20, $(205) and $(134) tax (59) 631 424
Reclassification of net actuarial loss to (loss) gain on the sale of businesses, net of
$—, $(142) and $— tax (22) 422 —
Settlement charges recognized in net (loss) income, net of $—, $— and $(93) tax — — 290
Change in net prior service cost, net of $4, $(9) and $(5) tax (11) 30 14
Reclassification of prior service credit to (loss) gain on the sale of businesses, net
of $—, $6 and $— tax — (19) —
Reclassification of realized loss on interest rate swaps to net (loss) income, net of
$—, $(5) and $(20) tax — 17 63
Unrealized holding loss on interest rate swaps, net of $—, $— and $— tax — — (1)
Reclassification of realized loss on foreign currency translation to (loss) gain on the
sale of businesses, net of $—, $— and $— tax 382 112 —
Foreign currency translation adjustment, net of $(3), $58 and $30 tax (1) (134) (135)
Other comprehensive income 289 1,059 655
COMPREHENSIVE (LOSS) INCOME $(10,009) (489) 2,688
B-26
Appendix B

Consolidated Balance Sheets
As of December 31,
2023 2022
(Dollars in millions
and shares in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,234 1,251
Accounts receivable, less allowance of $67 and $85 1,318 1,508
Assets held for sale 104 1,889
Other 1,119 803
Total current assets 4,775 5,451
Property, plant and equipment, net of accumulated depreciation of $21,318 and $19,886 19,758 19,166
GOODWILL AND OTHER ASSETS
Goodwill 1,964 12,657
Other intangible assets, net 5,470 6,166
Other, net 2,051 2,172
Total goodwill and other assets 9,485 20,995
TOTAL ASSETS $ 34,018 45,612
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 157 154
Accounts payable 1,134 1,044
Accrued expenses and other liabilities
Salaries and benefits 696 692
Income and other taxes 251 1,158
Current operating lease liabilities 268 344
Interest 168 181
Other 209 277
Liabilities held for sale 4 451
Current portion of deferred revenue 647 596
Total current liabilities 3,534 4,897
LONG-TERM DEBT 19,831 20,418
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes, net 3,127 3,163
Benefit plan obligations, net 2,490 2,391
Deferred revenue 1,969 1,758
Other 2,650 2,611
Total deferred credits and other liabilities 10,236 9,923
COMMITMENTS AND CONTINGENCIES (Note 18)
STOCKHOLDERS' EQUITY
Preferred stock — non-redeemable, $25.00 par value, authorized 2,000 and 2,000 shares,
issued and outstanding 7 and 7 shares — —
Common stock, $1.00 par value, authorized 2,200,000 and 2,200,000 shares, issued and
outstanding 1,008,486 and 1,001,688 shares 1,008 1,002
Additional paid-in capital 18,126 18,080
Accumulated other comprehensive loss (810) (1,099)
Accumulated deficit (17,907) (7,609)
Total stockholders' equity 417 10,374
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 34,018 45,612

Appendix B

Consolidated Statements Of Cash Flows
2023 2022 2021
OPERATING ACTIVITIES
Net (loss) income $ (10,298) (1,548) 2,033
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 2,985 3,239 4,019
Net loss (gain) on sale of businesses 121 (113) —
Loss on disposal groups held for sale — 40 —
Deferred income taxes 8 (1,230) 598
Provision for uncollectible accounts 100 133 105
Net gain on early retirement and modification of debt (618) (214) (8)
Unrealized loss (gain) on investments 97 191 (138)
Stock-based compensation 52 98 120
Changes in current assets and liabilities:
Accounts receivable 102 (158) (8)
Accounts payable (97) 98 (261)
Accrued income and other taxes (1,185) 972 (69)
Other current assets and liabilities, net (549) (372) (353)
Retirement benefits (1) 46 163
Changes in other noncurrent assets and liabilities, net 730 258 283
Other, net 20 24 17
Net cash provided by operating activities 2,160 4,735 6,501
INVESTING ACTIVITIES
Capital expenditures (3,100) (3,016) (2,900)
Proceeds from sale of businesses 1,746 8,369 —
Proceeds from sale of property, plant and equipment, and other assets 165 120 135
Other, net (12) 3 53
Net cash (used in) provided by investing activities (1,201) 5,476 (2,712)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt — — 1,881
Payments of long-term debt (185) (8,093) (3,598)
Net proceeds from (payments on) revolving line of credit 200 (200) 50
Dividends paid (11) (780) (1,087)
Repurchases of common stock — (200) (1,000)
Other, net (22) (40) (53)
Net cash used in financing activities (18) (9,313) (3,807)
Net increase (decrease) in cash, cash equivalents and restricted cash 941 898 (18)
Cash, cash equivalents and restricted cash at beginning of period 1,307 409 427
Cash, cash equivalents and restricted cash at end of period $ 2,248 1,307 409
Supplemental cash flow information:
Income taxes paid, net $ (1,303) (76) (112)
Interest paid (net of capitalized interest of $111, $66 and $53) $ (1,138) (1,365) (1,487)
Supplemental non-cash information regarding investing activities:
Sale of property, plant and equipment in exchange for note receivable $ — — 56
Supplemental non-cash information regarding financing activities:
Purchase of software subscription in exchange for installment debt $ — — 77
Cancellation of senior unsecured notes as part of exchange offers (Note 7) $ (1,554) — —
Issuance of senior secured notes as part of exchange offers (Note 7) $ 924 — —
Cash, cash equivalents and restricted cash:
Cash and cash equivalents $ 2,234 1,251 354
Cash and cash equivalents and restricted cash included in Assets held for sale — 44 40
Restricted cash included in Other current assets 4 — 2
Restricted cash included in Other, net noncurrent assets 10 12 13
Total $ 2,248 1,307 409
B-28
Appendix B

Consolidated Statements Of Stockholders' Equity
2023 2022 2021
(Dollars in millions except per
share amounts)
COMMON STOCK
Balance at beginning of period $ 1,002 1,024 1,097
Issuance of common stock through dividend reinvestment, incentive and benefit plans 6 11 8
Repurchases of common stock — (33) (81)
Balance at end of period 1,008 1,002 1,024
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period 18,080 18,972 20,909
Repurchases of common stock — (167) (919)
Shares withheld to satisfy tax withholdings (5) (30) (45)
Stock-based compensation and other, net 50 96 122
Dividends declared 1 (791) (1,095)
Balance at end of period 18,126 18,080 18,972
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance at beginning of period (1,099) (2,158) (2,813)
Other comprehensive income 289 1,059 655
Balance at end of period (810) (1,099) (2,158)
ACCUMULATED DEFICIT
Balance at beginning of period (7,609) (6,061) (8,094)
Net (loss) income (10,298) (1,548) 2,033
Balance at end of period (17,907) (7,609) (6,061)
TOTAL STOCKHOLDERS' EQUITY $ 417 10,374 11,777
DIVIDENDS DECLARED PER COMMON SHARE $ — 0.75 1.00

Notes To Consolidated Financial Statements
References in the Notes to "Lumen Technologies" or "Lumen," "we," "us," the "Company," and "our" refer to
Lumen Technologies, Inc. and its consolidated subsidiaries, unless the context otherwise requires. References in
the Notes to "Level 3" refer to Level 3 Parent, LLC and its predecessor, Level 3 Communications, Inc., which we
acquired on November 1, 2017.
(1) Background and Summary of Significant Accounting Policies
General
We are a facilities-based technology and communications company that provides a broad array of integrated
products and services to our domestic and global business customers and our domestic mass markets
customers. We operate one of the world’s most interconnected networks. Our platform empowers our
customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market
access and reduce costs, which allows our customers to rapidly evolve their IT programs to address dynamic
changes. Our specific products and services are detailed in Note 4—Revenue Recognition.
Basis of Presentation
The accompanying consolidated financial statements include our accounts and the accounts of our subsidiaries
in which we have a controlling interest. Intercompany amounts and transactions with our consolidated
subsidiaries have been eliminated.

Appendix B
To simplify the overall presentation of our consolidated financial statements, we report immaterial amounts
attributable to noncontrolling interests in certain of our subsidiaries as follows: (i) income attributable to
noncontrolling interests in other (expense) income, net, (ii) equity attributable to noncontrolling interests in
additional paid-in capital and (iii) cash flows attributable to noncontrolling interests in other, net
financing activities.
We reclassified certain prior period amounts to conform to the current period presentation, including the
recategorization of our Business revenue by product category and sales channel in our segment reporting for
2022 and 2021. See Note 17—Segment Information for additional information. These changes had no impact on
total operating revenue, total operating expenses or net (loss) income for any period.
Operating Expenses
Our current definitions of operating expenses are as follows:
• Cost of services and products (exclusive of depreciation and amortization) are expenses incurred in providing
products and services to our customers. These expenses include: employee-related expenses directly
attributable to operating and maintaining our network (such as salaries, wages, benefits and professional
fees); facilities expenses (which include third-party telecommunications expenses we incur for using other
carriers' networks to provide services to our customers); rents and utilities expenses; equipment sales
expenses (such as data integration and modem expenses); and other expenses directly related to our
operations; and
• Selling, general and administrative expenses are corporate overhead and other operating expenses. These
expenses include: employee-related expenses (such as salaries, wages, internal commissions, benefits and
professional fees) directly attributable to selling products or services and employee-related expenses for
administrative functions; marketing and advertising; property and other operating taxes and fees; external
commissions; litigation expenses associated with general matters; bad debt expense; and other selling,
general and administrative expenses.
These expense classifications may not be comparable to those of other companies.
Summary of Significant Accounting Policies
Use of Estimates
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting
principles. These accounting principles require us to make certain estimates, judgments and assumptions. We
believe that the estimates, judgments and assumptions we make when accounting for specific items and matters
are reasonable, based on information available at the time they are made. These estimates, judgments and
assumptions can materially affect the reported amounts of assets, liabilities and components of stockholders'
equity as of the dates of the consolidated balance sheets, as well as the reported amounts of revenue, expenses
and components of cash flows during the periods presented in our other consolidated financial statements. We
also make estimates in our assessments of potential losses in relation to threatened or pending tax and legal
matters. See Note 16—Income Taxes and Note 18—Commitments, Contingencies and Other Items for
additional information.
For matters not related to income taxes, if a loss is considered probable and the amount can be reasonably
estimated, we recognize an expense for the estimated loss. If we have the potential to recover a portion of the
estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated
loss if recovery is also deemed probable.
For matters related to income taxes, if we determine the impact of an uncertain tax position is more likely than
not to be sustained upon audit by the relevant taxing authority, then we recognize a benefit for the largest
amount that is more likely than not to be sustained. We do not recognize any portion of an uncertain tax
position if the position has less than a 50% likelihood of being sustained. We recognize interest on the amount
of unrecognized benefit from uncertain tax positions.
For all of these and other matters, actual results could differ materially from our estimates.
Assets Held for Sale
We classify assets and related liabilities as held for sale when: (i) management has committed to a plan to sell
the assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer
and (iv) the sale and transfer of the net assets is probable within one year. Assets and liabilities held for sale
are presented separately on our consolidated balance sheets with a valuation allowance, if necessary, to
recognize the net carrying amount at the lower of cost or fair value, less costs to sell. Depreciation of
property, plant and equipment and amortization of finite-lived intangible assets and right-of-use assets are not
recorded while these assets are classified as held for sale. For each period that assets are classified as being
held for sale, they are tested for recoverability. Unless otherwise specified, the amounts and information
presented in the notes do not include assets and liabilities that were classified as held for sale as of December
31, 2023 and December 31, 2022. See Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses for
B-30
Appendix B
Revenue Recognition
We earn most of our consolidated revenue from contracts with customers, primarily through the provision of
communications and other services. Revenue from contracts with customers is accounted for under Accounting
Standards Codification ("ASC") 606. We also earn revenue from leasing arrangements (primarily fiber capacity
and colocation agreements) and governmental subsidy payments, which are not accounted for under ASC 606.
Revenue is recognized when control of the promised goods or services is transferred to our customers, in an
amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or
services. Revenue is recognized based on the following five-step model:
• Identification of the contract with a customer;
• Identification of the performance obligations in the contract;
• Determination of the transaction price;
• Allocation of the transaction price to the performance obligations in the contract; and
• Recognition of revenue when, or as, we satisfy a performance obligation.
We provide an array of communications services to business and residential customers, including local voice,
VPN, Ethernet, data, broadband, private line (including special access), network access, transport, voice,
information technology, video and other ancillary services. We provide these services to a wide range of
businesses, including global, enterprise, wholesale, government, and small and medium business customers.
Certain contracts also include the sale of equipment, which is not significant to our business.
We recognize revenue for services when we provide the applicable service or when control of a product is
transferred. Recognition of certain payments received in advance of services being provided is deferred. These
advance payments may include certain activation and certain installation charges. If the activation and
installation charges are not separate performance obligations, we recognize them as revenue over the actual or
expected contract term using historical experience, which typically ranges from one to five years depending on
the service. In most cases, termination fees or other fees on existing contracts that are negotiated in conjunction
with new contracts are deferred and recognized over the new contract term.
For access services, we generally bill fixed monthly charges one month in advance to customers and recognize
revenue as service is provided over the contract term in alignment with the customer's receipt of service. For
usage and other ancillary services, we generally bill in arrears and recognize revenue as usage or delivery
occurs. In most cases, the amount invoiced for our service offerings constitutes the price that would be billed on
a standalone basis.
In certain cases, customers may be permitted to modify their contracts. We evaluate the change in scope or
price to identify whether the modification should be treated as a separate contract, as a termination of the
existing contract and creation of a new contract, or as a change to the existing contract.
Customer contracts are evaluated to determine whether the performance obligations are separable. If the
performance obligations are deemed separable and separate earnings processes exist, the total transaction
price that we expect to receive with the customer is allocated to each performance obligation based on its
relative standalone selling price. The revenue associated with each performance obligation is then recognized
as earned.
We periodically sell transmission capacity on our network. These transactions are generally structured as
indefeasible rights of use, commonly referred to as IRUs, which are the exclusive right to use a specified amount
of capacity or fiber for a specified term, typically 20 years. In most cases, we account for the cash consideration
received on transfers of transmission capacity as ASC 606 revenue which is adjusted for the time value of
money and is recognized ratably over the term of the agreement. Cash consideration received on transfers of
dark fiber is accounted for as non-ASC 606 lease revenue, which we also recognize ratably over the term of the
agreement. We do not recognize revenue on any contemporaneous exchanges of our transmission capacity
assets for other non-owned transmission capacity assets.
In connection with offering products and services provided to the end user by third-party vendors, we review
the relationship between us, the vendor and the end user to assess whether revenue should be reported on a
gross or net basis. In assessing whether revenue should be reported on a gross or net basis, we consider
whether we act as a principal in the transaction and control the goods and services used to fulfill the
performance obligations associated with the transaction.

Appendix B
We have service level commitments pursuant to contracts with certain of our customers. To the extent that we
determine that such service levels were not achieved or may not have been achieved, we estimate the amount
of credits to be issued and record a corresponding reduction to revenue in the period that the service level
commitment was not met or may not be met.
Customer payments are made based on billing schedules included in our customer contracts, which is typically
on a monthly basis.
We defer (or capitalize) incremental contract acquisition and fulfillment costs and recognize (or amortize) such
costs over the average contract life. Our deferred contract costs for our customers have average amortization
periods of approximately 36 months for mass markets customers and 33 months for business customers. These
deferred costs are periodically monitored to reflect any significant change in assumptions.
See Note 4—Revenue Recognition for additional information.
Advertising Costs
Costs related to advertising are expensed as incurred and recorded as selling, general and administrative
expenses in our consolidated statements of operations. Our advertising expense was $87 million, $62 million and
$56 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Legal Costs
In the normal course of our business, we incur costs to hire and retain external legal counsel to advise us on
finance, regulatory, litigation and other matters. Subject to certain exceptions, we expense these costs as the
related services are received.
Income Taxes
We file a consolidated federal income tax return with our eligible subsidiaries. The provision for income taxes
reflects taxes currently payable, tax consequences deferred to future periods and adjustments to our liabilities
for uncertain tax positions. We record deferred income tax assets and liabilities reflecting future tax
consequences attributable to tax NOLs, tax credit carryforwards and differences between the financial
statement carrying value of assets and liabilities and the tax basis of those assets and liabilities. Deferred taxes
are computed using enacted tax rates expected to apply in the year in which the differences are expected to
affect taxable income. The effect on deferred income tax assets and liabilities of a change in tax rate is
recognized in earnings in the period that includes the enactment date.
We establish valuation allowances when necessary to reduce deferred income tax assets to the amounts that we
believe are more likely than not to be recovered. Each quarter we evaluate the need to retain or adjust each
valuation allowance on our deferred tax assets. See Note 16—Income Taxes for additional information.
Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments that are readily convertible into cash and are not
subject to significant risk from fluctuations in interest rates. As a result, the value at which cash and cash
equivalents are reported in our consolidated financial statements approximates their fair value. In evaluating
investments for classification as cash equivalents, we require that individual securities have original maturities of
ninety days or less and that individual investment funds have dollar-weighted average maturities of ninety days
or less. To preserve capital and maintain liquidity, we invest with financial institutions we deem to be of sound
financial condition and in high quality and relatively risk-free investment products. Our cash investment policy
limits the concentration of investments with specific financial institutions or among certain products and
includes criteria related to credit worthiness of any particular financial institution.
Book overdrafts occur when we have issued checks but they have not yet been presented to our controlled
disbursement bank accounts for payment. Disbursement bank accounts allow us to delay funding of issued
checks until the checks are presented for payment. Until the issued checks are presented for payment, the book
overdrafts are included in accounts payable on our consolidated balance sheets. This activity is included in the
operating activities section in our consolidated statements of cash flows. There were no book overdrafts
included in accounts payable at December 31, 2023 or 2022.
B-32
Appendix B
Restricted Cash
Restricted cash consists primarily of cash and investments that collateralize our outstanding letters of credit and
certain performance and operating obligations. Restricted cash and securities are recorded as current or
non-current assets in the consolidated balance sheets depending on the duration of the restriction and the
purpose for which the restriction exists. Restricted securities are stated at cost which approximated their fair
value as of December 31, 2023 and 2022.
Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized based upon the amount due from customers for the services provided or at
cost for purchased and other receivables, less an allowance for credit losses. We use a loss rate method to
estimate our allowance for credit losses. For more information on our methodology for estimating our allowance
for credit losses, see Note 6—Credit Losses on Financial Instruments.
We generally consider our accounts past due if they are outstanding over 30 days. Our past due accounts are
written off against our allowance for credit losses when collection is considered to be not probable. Any
recoveries of accounts previously written off are generally recognized as a reduction in bad debt expense in the
period received. The carrying value of accounts receivable net of the allowance for credit losses approximates
fair value. Accounts receivable balances acquired in a business combination are recorded at fair value for all
balances receivable at the acquisition date and at the invoiced amount for those amounts invoiced after the
acquisition date.
Property, Plant and Equipment

We record property, plant and equipment acquired in connection with our acquisitions based on its estimated
fair value as of its acquisition date plus the estimated value of any associated legally or contractually required
retirement obligations. We record purchased and constructed property, plant and equipment at cost, plus the
estimated value of any associated legally or contractually required retirement obligations. We depreciate the
majority of our property, plant and equipment using the straight-line group method over the estimated useful
lives of groups of assets, but depreciate certain of our assets using the straight-line method over the estimated
useful lives of the specific asset. Under the straight-line group method, assets dedicated to providing
telecommunications services (which comprise the majority of our property, plant and equipment) that have
similar physical characteristics, use and expected useful lives are pooled for purposes of depreciation and
tracking. We use the equal life group procedure to establish each pool's average remaining useful life. Generally,
under the straight-line group method, when an asset is sold or retired in the course of normal business activities,
the cost is deducted from property, plant and equipment and charged to accumulated depreciation without
recognition of a gain or loss. A gain or loss is recognized in our consolidated statements of operations only if a
disposal is unusual. Leasehold improvements are amortized over the shorter of the useful lives of the assets or
the expected lease term. Expenditures for maintenance and repairs are expensed as incurred. During the
construction phase of network and other internal-use capital projects, we capitalize related employee and
interest costs. Property, plant and equipment supplies used internally are carried at average cost, except for
significant individual items which are carried at actual cost.
We perform annual internal reviews to evaluate the reasonableness of the depreciable lives for our property,
plant and equipment. Our reviews utilize models that take into account actual usage, physical wear and tear,
replacement history, assumptions about technology evolution and, in certain instances, actuarially determined
probabilities to estimate the remaining useful life of our asset base. Our remaining useful life assessments
evaluate the possible loss in service value of assets that may precede the physical retirement. Assets shared
among many customers may lose service value as those customers reduce their use of the asset. However, the
asset is not retired until all customers no longer utilize the asset and we determine there is no alternative use for
the asset.
We have asset retirement obligations associated with the legally or contractually required removal of a limited
group of property, plant and equipment assets from leased properties and the disposal of certain hazardous
materials present in our owned properties. When an asset retirement obligation is identified, usually in
association with the acquisition of the asset, we record the fair value of the obligation as a liability. The fair value
of the obligation is also capitalized as property, plant and equipment and then amortized over the estimated
remaining useful life of the associated asset. Where the removal obligation is not legally binding, we expense the
net cost to remove assets in the period in which the costs are actually incurred.

Appendix B
We review long-lived tangible assets for impairment whenever facts and circumstances indicate that the
carrying amounts of the assets may not be recoverable. For assessment purposes, long-lived assets are grouped
with other assets and liabilities at the lowest identifiable level for which we generate cash flows independently
of other groups of assets and liabilities, absent a material change in operations. An impairment loss is
recognized only if the carrying amount of the asset group is not recoverable and exceeds its estimated fair
value. Recoverability of the asset group to be held and used is assessed by comparing the carrying amount of
the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset
group. If the asset group's carrying value is not recoverable, we recognize an impairment charge for the amount
by which the carrying amount of the asset group exceeds its estimated fair value.
Goodwill, Customer Relationships and Other Intangible Assets

We initially record intangible assets arising from business combinations, such as goodwill, customer
relationships, capitalized software, trademarks and trade names, at estimated fair value. We amortize customer
relationships primarily over an estimated life of 7 to 14 years, using the straight-line method, depending on the
type of customer. Certain customer relationship intangible assets became fully amortized at the end of the first
quarter 2021 using the sum-of-years-digits method, which we no longer use for any of our remaining intangible
assets. We amortize capitalized software using the straight-line method primarily over estimated lives ranging
up to 7 years. We amortize our other intangible assets using the straight-line method over an estimated life of 9
to 20 years. Other intangible assets not arising from business combinations are initially recorded at cost. Where
there are no legal, regulatory, contractual or other factors that would reasonably limit the useful life of an
intangible asset, we classify them as indefinite-lived intangible assets and such intangible assets are
not amortized.
Internally used software, whether purchased or developed by us, is capitalized and amortized using the
straight-line method over its estimated useful life. We have capitalized certain costs associated with software
such as costs of employees devoted to software development and external direct costs for materials and
services. Costs associated with software to be used for internal purposes are expensed until the point at which
the project has reached the development stage. Subsequent additions, modifications or upgrades to internal-use
software are capitalized only to the extent that they allow the software to perform a task it previously did not
perform. Software maintenance, data conversion and training costs are expensed in the period in which they are
incurred. We review the remaining economic lives of our capitalized software annually. Capitalized software is
included in other intangible assets, net, in our consolidated balance sheets.
Our long-lived intangible assets, other than goodwill, with indefinite lives are assessed for impairment annually,
or, under certain circumstances, more frequently, such as when events or changes in circumstances indicate
there may be an impairment. These assets are carried at the estimated fair value at the time of acquisition and
assets not acquired in acquisitions are recorded at historical cost. However, if their estimated fair value is less
than the carrying amount, we recognize an impairment charge for the amount by which the carrying amount of
these assets exceeds their estimated fair value.
We are required to assess our goodwill for impairment annually, or more frequently if an event occurs or
circumstances change that indicates it is more likely than not the fair values of any of our reporting units were
less than their carrying values. We are required to write-down the value of goodwill of our reporting units in
periods in which the recorded carrying value of any such unit exceeds its fair value of equity. Our reporting units
are not discrete legal entities with discrete full financial statements. Therefore, we assess the equity carrying
value and future cash flows each time we perform a goodwill impairment assessment on a reporting unit. To do
so, we assign our assets, liabilities and cash flows to reporting units using allocation methodologies which we
believe are reasonable and consistent. This process entails various estimates, judgments and assumptions.
We are required to reassign goodwill to reporting units whenever reorganizations of our internal reporting
structure changes the composition of our reporting units. Goodwill is reassigned to the reporting units using a
relative fair value approach. When the fair value of a reporting unit is available, we allocate goodwill based on
the relative fair value of the reporting units. When fair value is not available, we utilize an alternative allocation
methodology that we believe represents a reasonable approximation of the fair value of the operations
being reorganized.
For more information, see Note 3—Goodwill, Customer Relationships and Other Intangible Assets.
B-34
Appendix B
Derivatives and Hedging

From time to time we have used derivative instruments to hedge exposure to interest rate risks arising from
fluctuation in interest rates. We account for derivative instruments in accordance with ASC 815, Derivatives
and Hedging, which establishes accounting and reporting standards for derivative instruments. We do not use
derivative financial instruments for speculative purposes.
Derivatives are recognized in the consolidated balance sheets at their fair values. When we become a party to a
derivative instrument and intend to apply hedge accounting, we formally document the hedge relationship and
the risk management objective for undertaking the hedge, which includes designating the instrument for
financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge.
As of December 31, 2023, we were not party to any swap agreements. All of our variable-to-fixed interest rate
swap agreements in place at the beginning of 2022 expired during the first half of 2022. While we held these
agreements, we evaluated the effectiveness as described in Note 15—Derivative Financial Instruments
(designated as cash-flow hedges) qualitatively on a quarterly basis. We reflected the change in the fair value of
the interest rate swaps in accumulated other comprehensive loss and subsequently reclassified into earnings in
the period the hedged transaction affects earnings, by virtue of qualifying as effective cash flow hedges. For
more information see Note 15—Derivative Financial Instruments.
Pension and Post-Retirement Benefits

We recognize the funded status of our defined benefit and post-retirement plans as an asset or a liability on our
consolidated balance sheets. Each year's actuarial gains or losses are a component of our other comprehensive
income (loss), which is then included in our accumulated other comprehensive loss on our consolidated balance
sheets. Pension and post-retirement benefit expenses are recognized over the period in which the employee
renders service and becomes eligible to receive benefits. We make significant assumptions (including the
discount rate, expected rate of return on plan assets, mortality and health care trend rates) in computing the
pension and post-retirement benefits expense and obligations. See Note 11—Employee Benefits for
Foreign Currency
Local currencies of our foreign subsidiaries are the functional currencies for financial reporting purposes except
for certain foreign subsidiaries, primarily in Latin America prior to the August 1, 2022 sale of our Latin American
business. For operations outside the United States that have functional currencies other than the U.S. dollar,
assets and liabilities are translated to U.S. dollars at period-end exchange rates, and revenue, expenses and cash
flows are translated using average monthly exchange rates. Prior to the November 1, 2023 sale of our EMEA
business and the August 1, 2022 sale of our Latin American business, a significant portion of our non-United
States subsidiaries used the British pound, the Euro, or the Brazilian Real, as their functional currency, each of
which experienced significant fluctuations against the U.S. dollar during the years ended December 31, 2023,
2022 and 2021. We recognize foreign currency translation gains and losses as a component of accumulated
other comprehensive loss in stockholders' equity in our consolidated balance sheet and in our consolidated
statements of comprehensive (loss) income in accordance with accounting guidance for foreign currency
translation. Prior to the announcement of our divestitures as discussed in Note 2—Divestitures of the Latin
American, ILEC and EMEA Businesses, we considered the majority of our investments in our foreign subsidiaries
to be long-term in nature. Our foreign currency transaction gains (losses), including where transactions with our
non-United States subsidiaries are not considered to be long-term in nature, are included within other (expense)
income, net on our consolidated statements of operations.
Common Stock
As of December 31, 2023, we had 11 million shares authorized for future issuance under our equity
incentive plans.
Preferred Stock
Holders of outstanding Lumen Technologies preferred stock are entitled to receive cumulative dividends,
receive preferential distributions equal to $25 per share plus unpaid dividends upon Lumen's liquidation and
vote as a single class with the holders of common stock.
Section 382 Rights Plan

We maintain a Section 382 Rights Plan to protect our U.S. federal net operating loss carryforwards from certain
Internal Revenue Code Section 382 limitations. Under the plan, one preferred stock purchase right was
distributed for each share of our outstanding common stock as of the close of business on February 25, 2019,
and those rights currently trade in tandem with the common stock until they expire or detach under the plan.
This plan was designed to deter trading that would result in a change of control (as defined in Code Section
382), and therefore protect our ability to use our historical federal NOLs in the future. The plan is scheduled to
lapse in late 2026.

Appendix B
Dividends
The declaration and payment of dividends is at the discretion of our Board of Directors. On November 2, 2022,
we announced that our Board had terminated our quarterly cash dividend program.
Correction of Immaterial Errors

During 2023, we identified errors in our previously reported consolidated financial statements related to
accounts receivable and accounts payable. The errors are the result of understated revenues from one of our
legacy mainframe billing systems and understated network expenses for periods prior to 2021. We have
completed a quantitative and qualitative evaluation of the errors individually and in aggregate, and concluded
the errors are immaterial to our previously issued consolidated financial statements. Notwithstanding this
evaluation, we have revised certain line items on our December 31, 2022 consolidated balance sheet for these
errors. The net effect of these adjustments was an increase in accounts receivable and total assets of $31 million
and an increase of accounts payable and total liabilities of $94 million on our December 31, 2022 consolidated
balance sheet. In addition, we recorded an adjustment to increase our January 1, 2021 accumulated deficit by
$63 million, which represents the cumulative correction of the immaterial errors prior to January 1, 2021. The
errors did not have an impact on our previously issued consolidated statements of operations, comprehensive
(loss) income, or cash flows for the years ended December 31, 2022 or 2021, and did not, and are not expected
to, have an impact on the economics of the Company's existing or future commercial arrangements.
Recently Adopted Accounting Pronouncements
Supplier Finance Programs

On January 1, 2023, we adopted Accounting Standards Update ("ASU") 2022-04, “Liabilities-Supplier Finance
Program (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”).These
amendments require that a company that uses a supplier finance program in connection with the purchase of
goods or services disclose sufficient information about the program to allow a user of financial statements to
understand the program’s nature, program activity during the period, changes from period to period and the
potential magnitude of program transactions. The adoption of ASU 2022-04 did not have a material impact to
our consolidated financial statements.
Credit Losses
On January 1, 2023, we adopted ASU 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt
Restructurings (“TDR”) and Vintage Disclosures” (“ASU 2022-02”). The ASU eliminates the TDR recognition and
measurement guidance, enhances existing disclosure requirements and introduces new requirements related to
certain modifications of receivables made to borrowers experiencing financial difficulty. The adoption of ASU
2022-02 did not have a material impact to our consolidated financial statements.
Government Assistance
On January 1, 2022, we adopted ASU 2021-10 "Government Assistance (Topic 832): Disclosures by Business
Entities about Government Assistance” (“ASU 2021-10”) ASU 2021-10. This ASU requires business entities to
disclose information about certain types of government assistance they receive. Please refer to
Note 4—Revenue Recognition for more information.
Leases
On January 1, 2022, we adopted ASU 2021-05, “Leases (Topic 842): Lessors—Certain Leases with Variable Lease
Payments” (“ASU 2021-05”). This ASU (i) amends the lease classification requirements for lessors to align them
with practice under ASC Topic 840, (ii) provides criteria for lessors to classify and account for a lease with
variable lease payments that do not depend on a reference index or a rate as an operating lease; and (iii)
provides guidance with respect to net investments by lessors under operating leases and other related topics.
The adoption of ASU 2021-05 did not have a material impact to our consolidated financial statements.
Debt
On January 1, 2021, we adopted ASU 2020-09, "Debt (Topic 470) Amendments to SEC Paragraphs Pursuant to
SEC Release No. 33-10762" ("ASU 2020-09"). This ASU amends and supersedes various SEC guidance to reflect
SEC Release No. 33-10762, which includes amendments to the financial disclosure requirements applicable to
registered debt offerings that include credit enhancements, such as subsidiary guarantees. The adoption of ASU
B-36
Appendix B
Investments
On January 1, 2021, we adopted ASU 2020-01, "Investments - Equity Securities (Topic 321), Investments - Equity
Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions
between Topic 321, Topic 323, and Topic 815)" ("ASU 2020-01"). This ASU, among other things, clarifies that a
company should consider observable transactions that require a company to either apply or discontinue the
equity method of accounting under Topic 323, Investments - Equity Method and Joint Ventures, for the
purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or
upon discontinuing the equity method. As of December 31, 2023, we determined there was no application or
discontinuation of the equity method during the reporting periods covered in our Annual Report on Form 10-K
for the year ended December 31, 2023. The adoption of ASU 2020-01 did not have an impact to our
consolidated financial statements.
Income Taxes
On January 1, 2021, we adopted ASU 2019-12, "Simplifying the Accounting for Income Taxes (Topic 740)" ("ASU
2019-12"). This ASU removes certain exceptions for investments, intra-period allocations and interim
calculations, and adds guidance to reduce complexity in accounting for income taxes. The adoption of ASU
Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes
(Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This ASU requires that public business
entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional
information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is
equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the
applicable statutory income tax rate).” ASU 2023-09 will become effective for us in the annual period of fiscal
2025 and early adoption is permitted. We have chosen not to early adopt this ASU.
In December 2023, the FASB issued ASU 2023-08, “Intangibles—Goodwill and Other—Crypto Assets (Subtopic
350-60): Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”). This ASU is intended to improve
the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each
reporting period with changes in fair value recognized in net income. The amendments also improve the
information provided to investors about an entity’s crypto asset holdings by requiring disclosure about
significant holdings, contractual sale restrictions, and changes during the reporting period. This ASU will become
effective for us in the first quarter of fiscal 2025 and early adoption is permitted. As of December 31, 2023, we
do not hold crypto assets and do not expect ASU 2023-08 will have any impact to our consolidated
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures” (“ASU 2023-07”). This ASU is intended to improve reportable segment
disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU
will become effective for us in annual period fiscal 2024 and early adoption is permitted. As of
December 31, 2023, we are evaluating its impact on our consolidated financial statements.
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in
Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). This ASU incorporates
certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”). The
amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a
variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing
disclosures with those entities that were not previously subject to the requirements, and align the requirements
in the Codification with the SEC’s regulations. ASU 2023-06 will become effective for each amendment on the
effective date of the SEC's corresponding disclosure rule changes. As of December 31, 2023, we do not expect
ASU 2023-06 will have any impact to our consolidated financial statements.
In August 2023, the FASB issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic
805-60): Recognition and initial Measurement” (“ASU 2023-05”). This ASU applies to the formation of entities
that meet the definition of a joint venture (or a corporate joint venture). The amendments in the ASU require
that a joint venture apply a new basis of accounting upon formation. ASU 2023-05 will become effective for us
in the first quarter of fiscal 2025 and early adoption is permitted. As of December 31, 2023, we do not expect
ASU 2023-05 will have any impact to our consolidated financial statements.

Appendix B
In August 2023, the FASB issued ASU 2023-04, “Liabilities (Topic 405): Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 121” (“ASU 2023-04”). This ASU amends and adds various SEC
paragraphs to the FASB Codification to reflect guidance regarding the accounting for obligations to
safeguard crypto assets an entity holds for platform users. This ASU does not provide any new guidance.
ASU 2023-04 became effective for us once the addition to the FASB Codification was made available. As of
December 31, 2023, we do not expect ASU 2023-04 will have any impact to our consolidated
In July 2023, the FASB issued ASU 2023-03, “Presentation of Financial Statements (Topic 205), Income
Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480),
Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF
Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of
Regulation S-X: Income or Loss Applicable to Common Stock” (“ASU 2023-03”). This ASU amends or
supersedes various SEC paragraphs within the applicable codification to conform to past SEC staff
announcements. This ASU does not provide any new guidance. ASU 2023-03 became effective for us once the
addition to the FASB Codification was made available. As of December 31, 2023, we do not expect ASU 2023-03
will have any impact to our consolidated financial statements.
In March 2023, the FASB issued ASU 2023-02, “Investments-Equity Method and Joint Ventures (Topic 323):
Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method” (“ASU
2023-02”). These amendments allow reporting entities to elect to account for qualifying tax equity investments
using the proportional amortization method, regardless of the program giving rise to the related income tax
credits. ASU 2023-02 will become effective for us in the first quarter of fiscal 2024 and early adoption is
permitted. As of December 31, 2023, we do not expect ASU 2023-02 will have any impact to our consolidated
In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842): Common Control Arrangements” (“ASU
2023-01”). These amendments require all entities to amortize leasehold improvements associated with common
control leases over the useful life to the common control group. ASU 2023-01 will become effective for us in the
first quarter of fiscal 2024 and early adoption is permitted. As of December 31, 2023, we do not expect ASU
2023-01 will have any impact to our consolidated financial statements.
In December 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-06, “Reference Rate
Reform (Topic 848) – Deferral of the Sunset Date of Topic 848" ("ASU 2022-06"). These amendments extend
the period of time preparers can utilize the reference rate reform relief guidance in Topic 848, which defers the
sunset date from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to
apply the relief in Topic 848. ASU 2022-06 is effective upon issuance. Based on our review of our key material
contracts through December 31, 2023, ASU 2022-06 does not have a material impact to our consolidated
In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement
of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). These amendments clarify that
a contractual restriction on the sales of an investment in an equity security is not considered part of the unit
of account of the equity security and, therefore, is not considered in measuring its fair value. ASU 2022-03
will become effective for us in the first quarter of fiscal 2024 and early adoption is permitted. As of
December 31, 2023, we do not expect ASU 2022-03 will have any impact to our consolidated
In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope" ("ASU 2021-01"),
which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and
hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends
the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification
and to tailor the existing guidance to derivative instruments affected by the discounting transition. These
amendments may be applied prospectively to contract modifications made and hedging relationships entered
into or evaluated on or before December 31, 2022. ASU 2021-01 provides optional expedients for a limited time
to ease the potential burden in accounting for reference rate reform. Based on our review of our key material
contracts through December 31, 2023, ASU 2021-01 will not have a material impact to our consolidated
B-38
Appendix B
(2) Divestitures of the Latin American, ILEC and EMEA Businesses
Latin American Business

On August 1, 2022, affiliates of Level 3 Parent, LLC, an indirect wholly-owned subsidiary of Lumen Technologies,
Inc., sold Lumen’s Latin American business pursuant to a definitive agreement dated July 25, 2021, for pre-tax
cash proceeds of approximately $2.7 billion.
For the year ended December 31, 2022, we recorded a $597 million net pre-tax gain on disposal associated with
the sale of our Latin American business. This gain is reflected as operating income within the consolidated
statements of operations.
In connection with the sale, we entered into a transition services agreement under which we provide the
purchaser various support services. In addition, Lumen and the purchaser entered into commercial agreements
whereby they provide each other various network and other commercial services. In addition, we agreed to
indemnify the purchaser for certain matters for which future cash payments by Lumen could be required. Lumen
has estimated the fair value of these indemnifications to be $86 million, which is included in other long-term
liabilities in our consolidated balance sheet and has reduced our gain on the sale accordingly.
The Latin American business was included in our continuing operations and classified as assets and liabilities
held for sale on our consolidated balance sheets through the closing of the transaction on August 1, 2022. As a
result of closing the transaction, we derecognized net assets of $1.9 billion, primarily made up of (i) property,
plant and equipment, net of accumulated depreciation, of $1.7 billion, (ii) goodwill of $245 million, (iii) other
intangible assets, net of accumulated amortization, of $140 million, and (iv) deferred income tax liabilities, net, of
$154 million. In addition, we reclassified $112 million of realized loss on foreign currency translation, net of tax, to
partially offset the gain on sale of our Latin American business.
ILEC Business
On October 3, 2022, we and certain of our affiliates sold the portion of our incumbent local exchange ("ILEC")
business primarily conducted within 20 Midwestern and Southeastern states to affiliates of funds advised by
Apollo Global Management, Inc. In exchange, we received $7.5 billion of consideration, which was reduced by
approximately $0.4 billion of closing adjustments and partially paid through purchaser's assumption of
approximately $1.5 billion of our long-term consolidated indebtedness, resulting in pre-tax cash proceeds of
approximately $5.6 billion.
For the year ended December 31, 2022, we recorded a $176 million net pre-tax gain on disposal associated with
the sale of our ILEC business. This gain is reflected as operating income within the consolidated statements
of operations.
In connection with the sale, we entered into a transition services agreement under which we provide the
purchaser various support services. In addition, Lumen and the purchaser entered into commercial agreements
whereby they provide each other various network and other commercial services. Under these agreements, we
committed to ordering services of approximately $373 million from the purchaser over a period of three years
and the purchaser has committed to ordering services of approximately $67 million from us over a period of
three years. We indemnified the purchaser for certain matters for which, at the time of closing, future cash
payments by Lumen were expected. Lumen had estimated the fair value of these indemnifications to be
$89 million, which was included in other current liabilities in our consolidated balance sheet as of
December 31, 2022 and increased our income tax expense accordingly as of December 31, 2022. As of the first
quarter of 2023, the full $89 million payments had been made.
The ILEC business was included in our continuing operations and classified as assets and liabilities held for sale
on our consolidated balance sheets through the closing of the transaction on October 3, 2022. As a result of
closing the transaction, we derecognized net assets of $4.8 billion, primarily made up of (i) property, plant and
equipment, net of accumulated depreciation, of $3.6 billion, (ii) goodwill of $2.6 billion and (iii) long-term debt,
net of discounts, of $1.4 billion. In addition, we reclassified $403 million of net actuarial loss and prior service
credit related to the Lumen Pension Plan, net of tax, conveyed to the purchaser to partially offset the gain on
the sale of our ILEC business.

Appendix B
EMEA Business
On November 1, 2023, affiliates of Level 3 Parent, LLC, sold Lumen's operations in Europe, the Middle East and
Africa (the "EMEA business") to Colt Technology Services Group Limited, a portfolio company of Fidelity
Investments, for pre-tax cash proceeds of $1.7 billion after certain closing adjustments and transaction costs.
This consideration is further subject to other post-closing adjustments and indemnities set forth in the purchase
agreement, as amended and supplemented to date. In connection with the sale, we entered into a transition
services agreement under which we provide the purchaser various support services. In addition, Lumen and the
purchaser entered into commercial agreements whereby they provide each other various network and other
commercial services.
The classification of the EMEA business as held for sale was considered an event or change in circumstance
which requires an assessment of the goodwill of the disposal group for impairment each reporting period until
disposal. We performed a pre-classification and post-classification goodwill impairment test of the disposal
group as described further in Note 3—Goodwill, Customer Relationships and Other Intangible Assets. As a result
of our impairment tests, we determined the EMEA business disposal group was impaired, resulting in a
non-cash, non-tax-deductible goodwill impairment charge of $43 million in the fourth quarter of 2022. We
evaluated the recoverability of the carrying value of the assets and liabilities held for sale relative to the agreed
upon sales price, adjusted for costs to sell, and recorded an estimated loss on disposal of $660 million during
the year ended December 31, 2022 in the consolidated statement of operations and a valuation allowance
included in assets held for sale on the consolidated balance sheet as of December 31, 2022. For the year ended
December 31, 2023, we recorded a $102 million net loss on disposal associated with the sale of our EMEA
business. This loss is reflected as operating expense within the consolidated statements of operations.
The EMEA business was included in our continuing operations and classified as assets and liabilities held for sale
on our consolidated balance sheets through the closing of the transaction on November 1, 2023. As a result of
closing the transaction, we derecognized net assets of $2.1 billion, primarily made up of (i) property, plant and
equipment, net of accumulated depreciation, of $2.0 billion and (ii) customer relationships and other intangible
assets, net of accumulated amortization of $107 million. In addition, we reclassified $382 million of realized loss
on foreign currency translation, net of tax, with an offset to the valuation allowance and loss on sale of the
EMEA business.
Other Information
We do not believe these divestiture transactions represented a strategic shift for Lumen. Therefore, the divested
businesses discussed above did not meet the criteria to be classified as discontinued operations. As a result, we
continued to report our operating results for the Latin American, ILEC and EMEA businesses in our consolidated
operating results through their respective disposal dates of August 1, 2022, October 3, 2022, and
November 1, 2023, respectively.
(3) Goodwill, Customer Relationships and Other Intangible Assets

Goodwill, customer relationships and other intangible assets consisted of the following:
As of December 31,
2023 2022(1)
Goodwill(2) $ 1,964 12,657
Indefinite-lived intangible assets $ 9 9
Other intangible assets subject to amortization:
Customer relationships(3), less accumulated amortization of $4,248 and $3,606 3,811 4,574
Capitalized software, less accumulated amortization of $4,045(4) and $3,895 1,564 1,482
Trade names, patents and other, less accumulated amortization of $72(4) and $188 86 101
Total other intangible assets, net $ 5,470 6,166
(1)
These values exclude assets classified as held for sale.
(2)
We recorded cumulative non-cash, non-tax-deductible goodwill impairment charges of $10.7 billion during the year ended
December 31, 2023.
(3)
For the year ended December 31, 2023, customer relationships decreased $121 million in conjunction with the sale of select CDN customer
contracts in the fourth quarter of 2023 that resulted in a net loss of $73 million included in selling, general and administrative expenses in
our consolidated statements of operations.
(4)
Certain capitalized software with a gross carrying value of $183 million and trade names with a gross carrying value of $130 million became
fully amortized during 2022 and were retired during the first quarter of 2023.
B-40
Appendix B
As of December 31, 2023, the gross carrying amount of goodwill, customer relationships, indefinite-lived and
other intangible assets was $15.8 billion.
Our goodwill was derived from numerous acquisitions where the purchase price exceeded the fair value of the
net assets acquired.
We are required to assess our goodwill and other indefinite-lived intangible assets for impairment annually, or,
under certain circumstances, more frequently, such as when events or changes in circumstances indicate there
may be impairment. Our annual impairment assessment date for indefinite-lived intangible assets other than
goodwill is December 31. We completed our qualitative assessment of our indefinite-lived intangible assets other
than goodwill as of December 31, 2023, 2022 and 2021 and concluded it is more likely than not that our
indefinite-lived intangible assets are not impaired; thus, no impairment charge for these assets was recorded in
2023, 2022 or 2021. We are required to write down the value of goodwill only when our assessment determines
the carrying value of equity of any of our reporting units exceeds its fair value. Our annual impairment
assessment date for goodwill is October 31, at which date we assess our reporting units.
We report our results within two segments: Business and Mass Markets. See Note 17—Segment Information for
more information on these segments and the underlying sales channels. As of December 31, 2023, we had three
reporting units for goodwill impairment testing, which are (i) Mass Markets, (ii) North America Business ("NA
Business") and (iii) Asia Pacific ("APAC") region. Prior to the divestiture of the EMEA business, the EMEA region
was also a reporting unit and was tested for impairment in the pre-classification test as of October 31, 2022
discussed below. Prior to its August 1, 2022 divestiture, the Latin American ("LATAM") region was also a
reporting unit.
Our reporting units are not discrete legal entities with discrete full financial statements. Our assets and liabilities
are employed in and relate to the operations of multiple reporting units. For each reporting unit, we compare its
estimated fair value of equity to its carrying value of equity that we assign to it. If the estimated fair value of the
reporting unit is greater than the carrying value, we conclude that no impairment exists. If the estimated fair
value of the reporting unit is less than its carrying value, we record a non-cash impairment charge equal to the
excess amount. Depending on the facts and circumstances, we typically estimate the fair value of our reporting
units by considering either or both of (i) a discounted cash flow method, which is based on the present value of
projected cash flows over a discrete projection period and a terminal value, which is based on the expected
normalized cash flows of the reporting units following the discrete projection period, and (ii) a market approach,
which includes the use of market multiples of publicly-traded companies whose services and markets are
comparable to ours.
2023 Goodwill Impairment Analyses

At October 31, 2023, we performed our annual impairment analysis of the goodwill of our three
above-mentioned reporting units. Given the continued erosion in our market capitalization, we determined our
quantitative impairment analysis would estimate the fair value of our reporting units using only the market
approach. Applying this approach, we utilized company comparisons and analyst reports within the
telecommunications industry which supported a range of fair values derived from annualized revenue and
Earnings Before Interest, Tax, Depreciation and Amortization ("EBITDA") multiples between 1.5x and 3.5x and
4.8x and 8.4x, respectively. In determining the fair value of each reporting unit, we used revenue and EBITDA
multiples below these comparable market multiples. We reconciled the estimated fair values of the reporting
units to our market capitalization as of October 31, 2023 and concluded that the indicated control premium of
approximately 2% was reasonable based on recent market transactions. Based on our assessments performed
with respect to the reporting units as described above, we concluded the estimated fair value of certain of
our reporting units was less than their carrying value of equity. As a result, we recorded a non-cash,
non-tax-deductible goodwill impairment charge of $1.9 billion on October 31, 2023.
During the second quarter of 2023, we determined circumstances existed indicating it was more likely than not
that the carrying value of our reporting units exceed their fair value. Given the continued erosion in our market
capitalization, we determined our quantitative impairment analysis would estimate the fair value of our reporting
units using only the market approach. Applying this approach, we utilized company comparisons and analyst
reports within the telecommunications industry which supported a range of fair values derived from annualized
revenue and EBITDA multiples between 1.5x and 4.3x and 4.6x and 10.5x, respectively. In determining the fair
value of each reporting unit, we used revenue and EBITDA multiples below these comparable market multiples.
The estimated fair values of the reporting units determined in connection with our impairment analysis in the
second quarter of 2023 resulted in no control premium, which we determined to be reasonable based on our
market capitalization relative to recent transactions. For the three months ended June 30, 2023, based on our
assessments performed with respect to the reporting units as described above, we concluded the estimated fair
value of certain of our reporting units was less than their carrying value of equity. As a result, we recorded a
non-cash, non-tax-deductible goodwill impairment charge of $8.8 billion for the three months ended
June 30, 2023.

Appendix B
The market approach that we used in the quarter ended June 30, 2023 and October 31, 2023 tests incorporated
estimates and assumptions related to the forecasted results for the remainder of the year, including revenues,
expenses, and the achievement of certain strategic initiatives. In developing the market multiples applicable to
each reporting unit, we considered observed trends of our industry participants. Our assessment included many
factors that required significant judgment. Alternative interpretations of these factors could have resulted in
different conclusions regarding the size of our impairments.

As of October 31, 2022, we estimated the fair value of our four above-mentioned reporting units by considering
both a market approach and a discounted cash flow method. We discounted the projected cash flows for our
Mass Markets, NA Business, EMEA and APAC reporting units using a rate that represented their weighted
average cost of capital as of the assessment date, which comprised an after-tax cost of debt and a cost of
equity, as disclosed in the table below. We utilized company comparisons and analyst reports within the
telecommunications industry which at the time of assessment supported a range of fair values derived from
annualized revenue and EBITDA multiples between 1.8x and 4.6x and 4.7x and 10.8x, respectively. We selected a
revenue and EBITDA multiple for each of our reporting units, resulting in an overall company revenue and
EBITDA multiple of 2.5x and 5.5x, respectively. We also reconciled the estimated fair values of the reporting
units to our market capitalization as of October 31, 2022 and concluded that the indicated control premium of
approximately 59% was reasonable based on recent market transactions, including our divestitures, and our
depressed stock price. Due to the depressed trading price of our stock at October 31, 2022, and our assessment
performed with respect to the reporting units described above, we concluded that the estimated fair value of
our NA Business reporting unit was less than our carrying value of equity for that reporting unit, resulting in a
non-cash, non-tax-deductible goodwill impairment charge of approximately $3.2 billion. See the goodwill
rollforward by segment table below for the impairment charges by segment. As of October 31, 2022, the
estimated fair value of equity exceeded the carrying value of equity for our Mass Markets, EMEA and APAC
reporting units by 97%, 171% and 101%, respectively. Based on our assessments performed, we concluded that
the goodwill assigned to our Mass Markets, EMEA and APAC reporting units was not impaired at
October 31, 2022.
As of October 31, 2022

Reporting Units
Mass Markets NA Business EMEA APAC
Weighted average cost of capital 9.4% 9.4% 9.8% 11.3%
After-tax cost of debt 4.7% 4.7% 5.1% 6.3%
Cost of equity 14.0% 14.0% 14.4% 16.2%
Our classification of the EMEA Business as being held for sale as described in Note 2—Divestitures of the Latin
American, ILEC and EMEA Businesses was considered an event or change in circumstance which required an
assessment of our goodwill for impairment as of October 31, 2022. We performed a pre-announcement goodwill
impairment test described above to determine whether there was an impairment prior to the classification of
these assets as held for sale and to determine the November 2, 2022, fair values to be utilized for goodwill
allocation regarding the disposal group to be classified as assets held for sale. We also performed a
post-announcement goodwill impairment test using our estimated post-divestiture cash flows and carrying
value of equity to evaluate whether the fair value of our NA Business, Mass Markets and APAC reporting units
that will remain following the divestiture exceeds the carrying value of the equity of such reporting units after
classification of assets held for sale. We concluded no impairment existed regarding our post-divestiture
reporting units.
Separate from the annual, pre-announcement and post-announcement goodwill assessments discussed above,
we performed an assessment of our EMEA business disposal group for impairment using the purchase price
compared to the carrying value of the EMEA business net assets. As a result, the EMEA business disposal group
was impaired, resulting in a non-cash, non-tax-deductible goodwill impairment charge of $43 million. See Note
2—Divestitures of the Latin American, ILEC and EMEA Businesses for additional information regarding the
purchase price, carrying value, and impairment for goodwill of the EMEA business. See the goodwill rollforward
by segment table below for the impairment charges by segment.
B-42
Appendix B

At October 31, 2021, we estimated the fair value of our five above-mentioned reporting units by considering
both a market approach and a discounted cash flow method. As of October 31, 2021, we determined that the
estimated fair value of equity exceeded the carrying value of equity for our Mass Markets, NA Business, EMEA,
LATAM and APAC reporting units by 277%, 8%, 57%, 100% and 125%, respectively. Based on our assessments
performed, we concluded it was more likely than not that the fair value of each of our reporting units exceeded
the carrying value of equity of those reporting units at October 31, 2021. Therefore, we concluded no impairment
existed as of our assessment date.
Our third quarter 2021 classification of held for sale assets related to the divestitures of the Latin American and
ILEC businesses as described in Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses, was
considered an event or change in circumstance which required an assessment of our goodwill for impairment as
of July 31, 2021. We performed a pre-classification goodwill impairment test to determine whether there was an
impairment prior to the classification of these assets and to determine the July 31, 2021 fair values to be utilized
for goodwill allocation regarding the Latin American and ILEC businesses classified as assets held for sale. We
concluded it was more likely than not that the fair value of each of our reporting units exceeded the carrying
value of equity of those reporting units at July 31, 2021. We also performed a post-classification goodwill
impairment test using our estimated post-divestiture cash flows and carrying value of equity to evaluate
whether the fair value of our reporting units that would remain following the divestitures exceeded the carrying
value of the equity of such reporting units after classification of assets held for sale. At July 31, 2021, we
estimated the fair value of our five above-mentioned reporting units as of such date by considering both a
market approach and a discounted cash flow method. As of July 31, 2021, we determined that the estimated fair
value of equity exceeded the carrying value of equity for our Mass Markets, NA Business, EMEA, LATAM and
APAC reporting units by 150%, 24%, 58%,100% and 134%, respectively. Based on our assessments performed, we
concluded it was more likely than not that the fair value of each of our reporting units exceeded the carrying
value of equity of our reporting units at July 31, 2021. Therefore, we concluded no impairment existed as of our
assessment date.
The January 2021 internal reorganization of our reporting structure was considered an event or change in
circumstance which required an assessment of our goodwill for impairment. We performed a qualitative
impairment assessment in the first quarter of 2021 and concluded it was more likely than not that the fair value
of each of our reporting units exceeded the carrying value of equity of those reporting units at January 31, 2021.
Therefore, we concluded no impairment existed as of our assessment date.
The following table shows the rollforward of goodwill assigned to our reportable segments from
December 31, 2021 through December 31, 2023.
Business Mass Markets Total

As of December 31, 2021 $ 11,235 4,751 15,986
Effect of foreign currency exchange rate change and other $ (58) — (58)
Impairment $ (3,271) — (3,271)
As of December 31, 2022(1) $ 7,906 4,751 12,657
Impairment (7,906) (2,787) (10,693)
As of December 31, 2023(1) $ — 1,964 1,964
(1)
Goodwill at December 31, 2023, December 31, 2022 and December 31, 2021 is net of accumulated impairment losses of $21.7 billion, $11.0
billion and $7.7 billion, respectively.
For additional information on our segments, see Note 17—Segment Information.

As of December 31, 2023, the weighted average remaining useful lives of our finite-lived intangible assets were
approximately 6 years in total, approximately 7 years for customer relationships and 4 years for
capitalized software.
Total amortization expense for finite-lived intangible assets for the years ended December 31, 2023, 2022 and
2021 was $1.1 billion, $1.1 billion and $1.3 billion, respectively.

Appendix B
We estimate that total amortization expense for finite-lived intangible assets for the years ending
December 31, 2024 through 2028 will be as provided in the table below.
2024 $ 922
2025 847
2026 803
2027 722
2028 657
(4) Revenue Recognition
Product and Service Categories

We categorize our products and services revenue among the following categories for the Business segment:
• Grow, which includes products and services that we anticipate will grow, including our dark fiber, Edge Cloud
services, IP, managed security, software-defined wide area networks ("SD WAN"), secure access service edge
("SASE"), Unified Communications and Collaboration ("UC&C") and wavelengths services;
• Nurture, which includes our more mature offerings, including ethernet and VPN data networks services;
• Harvest, which includes our legacy services managed for cash flow, including Time Division Multiplexing
("TDM") voice, private line and other legacy services; and
• Other, which includes equipment sales, IT solutions and other services.
We categorize our products and services revenue among the following categories for the Mass
Markets segment:
• Fiber Broadband, under which we provide high speed broadband services to residential and small business
customers utilizing our fiber-based network infrastructure;
• Other Broadband, under which we provide primarily lower speed broadband services to residential and small
business customers utilizing our copper-based network infrastructure; and
• Voice and Other, under which we derive revenues from (i) providing local and long-distance voice services,
professional services, and other ancillary services, and (ii) federal broadband and state support programs.
B-44
Appendix B
Reconciliation of Total Revenue to Revenue from Contracts with Customers

The following tables provide total revenue by segment, sales channel and product category. They also provide
the amount of revenue that is not subject to ASC 606, "Revenue from Contracts with Customers" ("ASC 606"),
but is instead governed by other accounting standards. The amounts in the tables below include revenue for the
Latin American, ILEC and EMEA businesses prior to their sales on August 1, 2022, October 3, 2022 and
November 1, 2023, respectively:
Year Ended December 31, 2023

Adjustments for Total Revenue from
Non-ASC 606 Contracts with
Total Revenue Revenue(1) Customers
Business Segment by Sales Channel and Product Category
Large Enterprise
Grow $ 2,167 (294) 1,873
Nurture 1,450 — 1,450
Harvest 760 — 760
Other 239 (5) 234
Total Large Enterprise Revenue 4,616 (299) 4,317
Mid-Market Enterprise
Grow 803 (28) 775
Nurture 797 — 797
Harvest 378 (4) 374
Other 33 (4) 29
Total Mid-Market Enterprise Revenue 2,011 (36) 1,975
Public Sector
Grow 469 (81) 388
Nurture 398 — 398
Harvest 383 (1) 382
Other 533 — 533
Total Public Sector Revenue 1,783 (82) 1,701
Wholesale
Grow 1,030 (251) 779
Nurture 820 (25) 795
Harvest 1,264 (165) 1,099
Other 11 — 11
Total Wholesale Revenue 3,125 (441) 2,684
Business Segment by Product Category
Grow 4,469 (654) 3,815
Nurture 3,465 (25) 3,440
Harvest 2,785 (170) 2,615
Other 816 (9) 807
Total Business Segment Revenue 11,535 (858) 10,677
Mass Markets Segment by Product Category
Fiber Broadband 636 (16) 620
Other Broadband 1,394 (126) 1,268
Voice and Other 992 (36) 956
Total Mass Markets Revenue 3,022 (178) 2,844
Total Revenue $ 14,557 (1,036) 13,521
Timing of revenue
Goods and services transferred at a point in time $ 178
Services performed over time 13,343
Total revenue from contracts with customers $ 13,521

Appendix B

Large Enterprise
Grow $ 2,415 (352) 2,063
Nurture 1,685 — 1,685
Harvest 1,022 — 1,022
Other 255 (8) 247
Grow 757 (32) 725
Nurture 915 — 915
Harvest 510 (7) 503
Other 30 (1) 29
Public Sector
Grow 444 (103) 341
Nurture 490 — 490
Harvest 468 (4) 464
Other 459 (2) 457
Wholesale
Grow 979 (271) 708
Nurture 1,004 (23) 981
Harvest 1,557 (215) 1,342
Other 51 — 51
Grow 4,595 (758) 3,837
Nurture 4,094 (23) 4,071
Harvest 3,557 (226) 3,331
Other 795 (11) 784
Total Business Segment Revenue 13,041 (1,018) 12,023
Fiber Broadband 604 (18) 586
Voice and Other 1,669 (134) 1,535
Total Revenue $17,478 (1,370) 16,108
Timing of revenue
B-46
Appendix B

Large Enterprise
Grow $ 2,552 (427) 2,125
Nurture 1,906 — 1,906
Harvest 1,205 (2) 1,203
Other 255 (5) 250
Grow 724 (29) 695
Nurture 1,026 — 1,026
Harvest 613 (7) 606
Other 35 (4) 31
Public Sector
Grow 481 (84) 397
Nurture 528 — 528
Harvest 569 (3) 566
Other 533 (2) 531
Wholesale
Grow 930 (279) 651
Nurture 1,080 (25) 1,055
Harvest 1,682 (228) 1,454
Other — — —
Grow 4,687 (819) 3,868
Nurture 4,540 (25) 4,515
Harvest 4,069 (240) 3,829
Other 823 (11) 812
Total Business Segment Revenue 14,119 (1,095) 13,024
Fiber Broadband 524 — 524
Voice and Other 2,537 (570) 1,967
Total Revenue $ 19,687 (1,892) 17,795
Timing of revenue
(1)
Includes regulatory revenue and lease revenue not within the scope of ASC 606.

Appendix B
Customer Receivables and Contract Balances

The following table provides balances of customer receivables, contract assets and contract liabilities, net of
amounts classified as held for sale, as of December 31, 2023 and 2022:
December 31, December 31,

2023 2022
Customer receivables(1) $ 1,256 1,424
(2)
Contract assets 29 34
Contract liabilities(3) 698 656
(1)
Reflects gross customer receivables of $1.3 billion and $1.5 billion, net of allowance for credit losses of $60 million and $73 million, at
December 31, 2023 and December 31, 2022, respectively. At December 31, 2022 amounts exclude customer receivables, net, classified as
held for sale of $76 million, related to the EMEA business which was sold November 1, 2023.
(2)
At December 31, 2022 these amounts exclude contract assets classified as held for sale of $16 million, related to the EMEA business which
was sold November 1, 2023.
(3)
At December 31, 2022 these amounts exclude contract liabilities classified as held for sale of $59 million, related to the EMEA business which
was sold November 1, 2023.
Contract liabilities are consideration we have received from our customers or billed in advance of providing
goods or services promised in the future. We defer recognizing this consideration as revenue until we have
satisfied the related performance obligation to the customer. Contract liabilities include recurring services billed
one month in advance and installation and maintenance charges that are deferred and recognized over the
actual or expected contract term, which typically ranges from 1 to 5 years depending on the service. Contract
liabilities are included within deferred revenue in our consolidated balance sheets. During the years ended
December 31, 2023 and December 31, 2022, we recognized $434 million and $539 million, respectively, of
revenue that was included in contract liabilities of $715 million and $841 million as of January 1, 2023 and 2022,
respectively, including contract liabilities that were classified as held for sale.
Performance Obligations
As of December 31, 2023, we expect to recognize approximately $6.8 billion of revenue in the future related to
performance obligations associated with existing customer contracts that are partially or wholly unsatisfied. As
of December 31, 2023, the transaction price related to unsatisfied performance obligation that are expected to
be recognized in 2024, 2025 and thereafter was $2.8 billion, $1.7 billion and $2.3 billion, respectively.
These amounts exclude (i) the value of unsatisfied performance obligations for contracts for which we
recognize revenue at the amount to which we have the right to invoice for services performed (for example,
uncommitted usage or non-recurring charges associated with professional or technical services to be
completed) and (ii) contracts that are classified as leasing arrangements or government assistance that are not
subject to ASC 606.
Contract Costs
The following tables provide changes in our contract acquisition costs and fulfillment costs:

Acquisition Fulfillment
Costs Costs
Beginning of period balance $ 202 192
Costs incurred 136 157
Amortization (152) (140)
Change in contract costs held for sale (4) (25)
End of period balance $ 182 184
B-48
Appendix B

Acquisition Fulfillment
Costs Costs
Beginning of period balance $ 222 186
Costs incurred 172 158
Amortization (192) (149)
Classified as held for sale(1) — (3)
End of period balance $ 202 192
(1)
Represents changes in amounts classified as held for sale related to the divestitures of our Latin American and ILEC businesses on August 1,
2022 and October 3, 2022, respectively, as well as changes of $6 million acquisition costs and no fulfillment costs classified as held for sale
as of December 31, 2022 related to the divestiture of the EMEA business, held for sale as of December 31, 2022 and completed November 1,
2023. See Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses.
Acquisition costs include commission fees paid to employees as a result of obtaining contracts. Fulfillment costs
include third party and internal costs associated with the provision, installation and activation of services to
customers, including labor and materials consumed for these activities.
We amortize deferred acquisition and fulfillment costs based on the transfer of services on a straight-line basis
over the average contract life of approximately 36 months for mass markets customers and 33 months for
business customers. We include amortized fulfillment costs in cost of services and products and amortized
acquisition costs are included in selling, general and administrative expenses in our consolidated statements of
operations. We include the amount of these deferred costs that are anticipated to be amortized in the next 12
months in other current assets on our consolidated balance sheets. We include the amount of deferred costs
expected to be amortized beyond the next twelve months in other non-current assets on our consolidated
balance sheets. We assess deferred acquisition and fulfillment costs for impairment on a quarterly basis.
Governmental Funding
Lumen participates in various U.S. federal and state programs under which government support payments are
received to offset costs associated with providing services in targeted locations such as unserved or
underserved high-cost or rural areas, or for certain types of customers, including non-profit organizations,
educational institutions and local governmental bodies. In certain instances, support payments are conditioned
on specified infrastructure buildouts by milestone deadlines or provision of services at specified locations and
speed requirements. Commitments may be made annually, on a multi-year basis ranging from one to ten years
or be on-going subject to periodic change or termination. Consistent with customary practice and as referenced
in ASC 832 Government Assistance, Lumen applies a grant model of accounting by which it accounts for these
transactions as non-ASC 606 revenue over the periods in which the costs for which the funding is intended to
compensate are incurred. This non-ASC 606 revenue is included in operating revenue in our consolidated
statements of operations. Corresponding receivables are recorded when services have been provided to the
customers and costs incurred, but the cash has not been received. These amounts are included in our accounts
receivable, less allowance in our consolidated balance sheets. Certain programs are subject to audits of
compliance with program commitments and, subject to the outcomes of those assessments, Lumen may be
required to reimburse the government entity for cash previously received, or, in some cases, pay a penalty.
Lumen evaluates each program and establishes a liability under the principles of ASC 450 if it is probable
support payments will be recaptured or a penalty will be imposed.
For the years ended December 31, 2023 and 2022, Lumen recorded non-customer revenue of $85 million and
$190 million, respectively, under government assistance programs, of which 17% and 31%, respectively, was
associated with state universal service fund support programs.
Between 2015 and 2021, we received approximately $500 million annually through the Federal Communications
Commission (the "FCC")'s Connect America Fund II ("CAF II"), a federal multi-year recurring subsidy program
for more extensive broadband deployment in price-cap ILEC territories. For this program, which ended on
December 31, 2021, we were required to meet certain specified infrastructure buildout requirements in 33 states
by the end of 2021, which required substantial capital expenditures. In the first quarter of 2022, we recognized
$59 million of previously deferred revenue related to the conclusion of the CAF II program based upon our final
buildout and filing submissions. The government has the right to audit our compliance with the CAF II program
and the ultimate outcome of any remaining examinations is unknown, but could result in a liability to us in
excess of our reserve accruals established for these matters.

Appendix B
In early 2020, the FCC created the Rural Digital Opportunity Fund (the “RDOF”) program, a federal support
program designed to fund broadband deployment in rural America. For the first phase of this program, RDOF
Phase I, the FCC ultimately awarded $6.4 billion support payments to be paid in equal monthly installments over
10 years. We were awarded RDOF funding in several of the states in which we operate and began receiving
monthly support payments during the second quarter of 2022. We received approximately $17 million in annual
RDOF Phase I support payments for the years ended December 31, 2023 and 2022 and expect to receive this
same amount each year thereafter during the program period.
Lumen participates in multiple state sponsored programs for broadband deployment in unserved and
underserved areas for which the states have state universal service funds sourced from fees levied on
telecommunications providers and passed on to consumers. During the years ending December 31, 2023 and
2022, Lumen participated in these types of programs primarily in the states of Nebraska, North Carolina, New
Mexico, Minnesota, Virginia and Wisconsin.
(5) Leases
We primarily lease to or from third parties various office facilities, colocation facilities, equipment and
transmission capacity. Leases with an initial term of 12 months or less are not recorded on our consolidated
balance sheets; we recognize lease expense for these leases on a straight-line basis over the lease term.
We determine if an arrangement is a lease at inception and whether that lease meets the classification criteria of
a finance or operating lease. Lease-related assets, or right-of-use assets, are recognized at the lease
commencement date at amounts equal to the respective lease liabilities. Lease-related liabilities are recognized
at the present value of the remaining contractual fixed lease payments, discounted using our incremental
borrowing rates. As part of the present value calculation for the lease liabilities, we use an incremental
borrowing rate as the rates implicit in the leases are not readily determinable. The incremental borrowing rates
used for lease accounting are based on our unsecured rates, adjusted to approximate the rates at which we
could borrow on a collateralized basis over a term similar to the recognized lease term. We apply the
incremental borrowing rates to lease components using a portfolio approach based upon the length of the lease
term and the reporting entity in which the lease resides. Operating lease expense is recognized on a straight-line
basis over the lease term, while variable lease payments are expensed as incurred. Operating lease assets are
included in other, net under goodwill and other assets on our consolidated balance sheets. Noncurrent operating
lease liabilities are included in other under deferred credits and other liabilities on our consolidated
balance sheets.
Some of our lease arrangements contain lease components, non-lease components (including common-area
maintenance costs) and executory costs (including real estate taxes and insurance costs). We generally account
for each component separately based on the estimated standalone price of each component. For colocation
leases, we account for the lease and non-lease components as a single lease component.
Many of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or
lease liabilities for renewal periods unless we determine that we are reasonably certain of renewing the lease.
Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold
improvements are limited by the expected lease term, unless there is a transfer of title or purchase option
reasonably certain to be exercised. Our lease agreements do not generally contain any material residual value
guarantees or material restrictive covenants.
Lease expense consisted of the following:

2023 2022 2021
Operating and short-term lease cost $ 459 451 535
Finance lease cost:
Amortization of right-of-use assets 32 37 37
Interest on lease liability 12 15 16
Total finance lease cost 44 52 53
Total lease cost $ 503 503 588
B-50
Appendix B
We primarily lease from third parties various equipment, office facilities, retail outlets, switching facilities and
other network sites or components. These leases, with few exceptions, provide for renewal options and rent
escalations that are either fixed or based on the consumer price index. Any rent abatements, along with rent
escalations, are included in the computation of rent expense calculated on a straight-line basis over the lease
term. The lease term for most leases includes the initial non-cancelable term plus any term under renewal
options that we believe are reasonably assured.
Beginning in the second half of 2020 and continuing into 2023, we rationalized our lease footprint and ceased
using 42 underutilized leased property locations. We determined that we no longer needed the leased space
and, due to the limited remaining term on the contracts, concluded that we had neither the intent nor ability to
sublease the properties. For the years ended December 31, 2023 and 2021, we incurred accelerated lease costs
of approximately $8 million and $35 million, respectively. We did not incur material accelerated lease costs
during 2022. Additionally, during the second quarter of 2023, we also donated our Monroe, Louisiana campus
and leased back a portion thereof. This donation resulted in a $101 million loss recognized for the year ended
December 31, 2023. In conjunction with our plans to continue to reduce costs, we expect to continue our real
estate rationalization efforts and expect to incur additional accelerated real estate costs in future periods.
For the years ended December 31, 2023, 2022 and 2021, our gross rental expense, including the accelerated
lease costs discussed above, was $503 million, $503 million and $588 million, respectively. We also received
sublease rental income of $25 million for each of the years ended December 31, 2023, 2022 and 2021.
Supplemental consolidated balance sheet information and other information related to leases is included below:
As of December 31,
Leases (Dollars in millions) Classification on the Balance Sheet 2023 2022
Assets
Operating lease assets Other, net $ 1,230 1,340
Finance lease assets Property, plant and equipment, net of 260 317
accumulated depreciation
Total leased assets $ 1,490 1,657
Liabilities
Current
Operating Current operating lease liabilities $ 268 344
Finance Current maturities of long-term debt 16 16
Noncurrent
Operating Other 1,040 1,088
Finance Long-term debt 215 234
Total lease liabilities $ 1,539 1,682
Weighted-average remaining lease term (years)
Operating leases 8.2 7.7
Finance leases 11.3 12.0
Weighted-average discount rate
Operating leases 7.59% 5.98%
Finance leases 4.98% 4.96%
At December 31, 2022, we classified certain operating and finance lease assets and liabilities related to the
EMEA business, which was sold as of November 1, 2023, as held for sale and discontinued recording
amortization on the related right-of-use assets upon this classification. These operating and finance lease assets
and liabilities held for sale are not reflected in the above or throughout the disclosures within this note. See
Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses for more information.

Appendix B
Supplemental consolidated cash flow statement information related to leases is included below:

2023 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 461 462
Operating cash flows for finance leases 12 15
Financing cash flows for finance leases 25 89
Supplemental lease cash flow disclosures:
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 143 381
Right-of-use assets obtained in exchange for new finance lease liabilities 10 94
As of December 31, 2023, maturities of lease liabilities were as follows:
Operating Leases Finance Leases

2024 $ 350 26
2025 257 27
2026 204 28
2027 163 28
2028 130 28
Thereafter 698 166
Total lease payments 1,802 303
Less: interest (494) (72)
Total 1,308 231
Less: current portion (268) (16)
Long-term portion $ 1,040 215
As of December 31, 2023, we had no material operating or finance leases that had not yet commenced.
Operating Lease Income

Lumen Technologies leases various dark fiber, office facilities, colocation facilities, switching facilities, other
network sites and service equipment to third parties under operating leases. Lease and sublease income are
included in operating revenue in the consolidated statements of operations. See "Revenue Recognition" in
Note 1—Background and Summary of Significant Accounting Policies.
For the years ended December 31, 2023, 2022 and 2021, our gross rental income was $1.0 billion, $1.2 billion and
$1.2 billion, respectively, which represents 7%, 7% and 6% respectively, of our operating revenue for the years
ended December 31, 2023, 2022 and 2021.
(6) Credit Losses on Financial Instruments

To assess our expected credit losses on financial instruments, we aggregate financial assets with similar risk
characteristics to monitor their credit quality or deterioration over the life of such assets. We periodically
monitor certain risk characteristics within our aggregated financial assets and revise their composition
accordingly, to the extent internal and external risk factors change. We separately evaluate financial assets that
do not share risk characteristics with other financial assets. Our financial assets measured at amortized cost
primarily consist of accounts receivable.
We use a loss rate method to estimate our allowance for credit losses. Our determination of the current
expected credit loss rate begins with our review of historical loss experience as a percentage of accounts
receivable. We measure our historical loss period based on the average days to recognize accounts receivable
as credit losses. When asset specific characteristics and current conditions change from those in the historical
period, due to changes in our credit and collections strategy, certain classes of aged balances, or credit loss and
recovery policies, we perform a qualitative and quantitative assessment to adjust our historical loss rate. We use
regression analysis to develop an expected loss rate using historical experience and economic data over a
B-52
Appendix B
forecast period. We measure our forecast period based on the average days to collect payment on billed
accounts receivable. To determine our current allowance for credit losses, we combine the historical and
expected credit loss rates and apply them to our period end accounts receivable.
If there is an unexpected deterioration of a customer's financial condition or an unexpected change in economic
conditions, including macroeconomic events, we assess the need to adjust the allowance for credit losses. Any
such resulting adjustments would affect earnings in the period that adjustments are made.
The assessment of the correlation between historical observed default rates, current conditions and forecasted
economic conditions requires judgment. Alternative interpretations of these factors could have resulted in
different conclusions regarding our allowance for credit losses. The amount of credit loss is sensitive to changes
in circumstances and forecasted economic conditions. Our historical credit loss experience, current conditions
and forecast of economic conditions may also not be representative of the customers' actual default experience
in the future, and we may use methodologies that differ from those used by other companies.
The following table presents the activity of our allowance for credit losses by accounts receivable portfolio for
the years ended December 31, 2023 and December 31, 2022:
Mass
Business Markets Total
Beginning balance at January 1, 2021 $ 109 82 191
Provision for expected losses 50 55 105
Write-offs charged against the allowance (76) (101) (177)
Recoveries collected 13 6 19
Classified as assets held for sale(1) (8) (16) (24)
Balance at December 31, 2021 $ 88 26 114
Change in allowance in assets held for sale(2) (5) 2 (3)
(1)
Represents the amounts classified as held for sale related to the divestitures of our Latin American and ILEC businesses on August 1, 2022
and October 3, 2022, respectively. See Note 2—Divestitures of the Latin American and ILEC Businesses and Planned Divestiture of the
EMEA Business.
(2)
Represents changes in amounts classified as held for sale related to the divestitures of our Latin American and ILEC businesses on August 1,
2022 and October 3, 2022, respectively, and the inclusion of a $5 million allowance for credit losses classified as held for sale as of
December 31, 2022 related to the divestiture of the EMEA business. See Note 2—Divestitures of the Latin American, ILEC and
EMEA Businesses.

Appendix B
(7) Long-Term Debt and Credit Facilities

The following table reflects the consolidated long-term debt of Lumen Technologies, Inc. and its subsidiaries as
of the dates indicated below, including unamortized discounts and premiums and unamortized debt
issuance costs:
As of December 31,
Interest Rates(1) Maturities(1) 2023 2022
Senior Secured Debt: (2)
Revolving Credit Facility(3) SOFR + 2.00% 2025 $ 200 —
Term Loan A(4) SOFR + 2.00% 2025 933 991
Term Loan A-1(4) SOFR + 2.00% 2025 266 283
Term Loan B(5) SOFR + 2.25% 2027 3,891 3,941
Senior notes 4.000% 2027 1,250 1,250
Subsidiaries:
Level 3 Financing, Inc.
Tranche B 2027 Term Loan(6) SOFR + 1.75% 2027 2,411 2,411
Senior notes 3.400% - 10.500% 2027 - 2030 2,425 1,500
Senior Notes and Other Debt:
Senior notes 4.500% - 7.650% 2025 - 2042 2,143 3,722
Subsidiaries:
Senior notes 3.625% - 4.625% 2027 - 2029 3,940 3,940
Qwest Corporation
Senior notes 6.500% - 7.750% 2025 - 2057 1,986 1,986
Term loan(7) SOFR + 2.50% 2027 215 215
Qwest Capital Funding, Inc.
Senior notes 6.875% - 7.750% 2028 - 2031 192 192
(8)
Finance lease and other obligations Various Various 285 317
Unamortized discounts, net (4) (7)
Unamortized debt issuance costs (145) (169)
Total long-term debt 19,988 20,572
Less current maturities (157) (154)
Long-term debt, excluding current maturities $ 19,831 20,418
(1)
As of December 31, 2023.
(2)
See the remainder of this Note for a description of certain parent or subsidiary guarantees and liens securing this debt.
(3)
Revolving Credit Facility had an interest rate of 7.464% as of December 31, 2023.
(4)
Term Loans A and A-1 had interest rates of 7.470% and 6.384% as of December 31, 2023 and December 31, 2022, respectively.
(5)
Term Loan B had interest rates of 7.720% and 6.634% as of December 31, 2023 and December 31, 2022, respectively.
(6)
The Level 3 Tranche B 2027 Term Loan had interest rates of 7.220% and 6.134% as of December 31, 2023 and December 31,
2022, respectively.
(7)
The Qwest Corporation Term Loan had interest rates of 7.970% and 6.640% as of December 31, 2023 and December 31, 2022, respectively.
(8)
December 31, 2022 excludes finance lease obligations of our EMEA business that were classified as held for sale as of December 31, 2022
and sold on November 1, 2023. See Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses.
B-54
Appendix B
Long-Term Debt Maturities

Set forth below is the aggregate principal amount of our long-term debt as of December 31, 2023 (excluding
unamortized discounts, net, and unamortized debt issuance costs) maturing during the following years.
2024 $ 157
2025 1,864
2026 498
2027 9,386
2028 1,539
2029 and thereafter 6,693
Total long-term debt $ 20,137
Debt of Lumen Technologies, Inc. and its Subsidiaries

At December 31, 2023, most of our outstanding consolidated debt had been incurred by Lumen Technologies,
Inc. or one of the following three other primary borrowers or “borrowing groups,” each of which has borrowed
funds either on a standalone basis or as part of a separate restricted group with certain of its subsidiaries:
• Level 3 Financing, Inc., including its parent guarantor Level 3 Parent, LLC, and one or more
subsidiary guarantors;
• Qwest Corporation; and
• Qwest Capital Funding, Inc., including its parent guarantor, Qwest Communications International Inc.
Each of these borrowers or borrowing groups has entered into one or more credit agreements with certain
financial institutions or other institutional lenders, or issued senior notes. Certain of these debt instruments are
described further below.
Amended and Restated Credit Agreement

On January 31, 2020, we amended and restated our credit agreement dated June 19, 2017 (as so amended and
restated, the "Amended Credit Agreement"). At December 31, 2023, the Amended Credit Agreement consisted
of the following facilities:
• a $2.2 billion senior secured revolving credit facility (“the Revolving Credit Facility”), against which
$200 million of borrowings and $218 million of undrawn letters of credit were issued under this facility as of
December 31, 2023, discussed further below;
• a $933 million senior secured Term Loan A credit facility;
• a $266 million senior secured Term Loan A-1 credit facility with CoBank, ACB; and
• a $3.9 billion senior secured Term Loan B credit facility (the term loan facilities and the Revolving Credit
Facility being referred to collectively as the "Amended Secured Credit Facilities").
Loans under the Term Loan A and A-1 facilities and the Revolving Credit Facility bear interest at a rate equal to,
at our option, the Secured Overnight Financing Rate ("SOFR") or the alternative base rate (each as defined in
the Amended Credit Agreement) plus an applicable margin between 1.50% to 2.25% per annum for SOFR loans
and 0.50% to 1.25% per annum for alternative base rate loans, depending on our then current total leverage
ratio. Loans under the Term Loan B facility bear interest at SOFR plus 2.25% per annum or the alternative base
rate plus 1.25% per annum. Loans under each of the term loan facilities require certain specified quarterly
amortization payments and certain specified mandatory prepayments in connection with certain asset sales and
debt issuances and out of excess cash flow, among other things, subject in each case to certain
significant exceptions.
Borrowings under the Revolving Credit Facility and the Term Loan A and A-1 facilities mature on
January 31, 2025. Borrowings under the Term Loan B facility mature on March 15, 2027.
All of Lumen's obligations under the Amended Secured Credit Facilities are guaranteed by certain of its
subsidiaries. The guarantees by certain of those guarantors are secured by a first priority security interest in
substantially all assets (including certain subsidiaries stock) directly owned by them, subject to certain
exceptions and limitations.

Appendix B
A portion of the revolving credit facility in an amount not to exceed $250 million is available for swingline loans,
and a portion in an amount not to exceed $800 million is available for the issuance of letters of credit. During
the year ended December 31, 2023, we issued approximately $218 million of letters of credit under our revolving
credit facility, which reduced our borrowing capacity available thereunder by the same amount. As of December
31, 2023, these issued letters of credit were undrawn.
Lumen Technologies is permitted under the Amended Credit Agreement to request certain incremental
borrowings subject to the satisfaction of various conditions and to certain other limitations. Any incremental
borrowings would be subject to the same terms and conditions under the Amended Credit Agreement.
Term Loans and Certain Other Debt of Subsidiaries
Qwest Corporation
On October 23, 2020, Qwest Corporation borrowed $215 million under a variable-rate term loan with CoBank
ACB. The outstanding unpaid principal amount of this term loan plus any accrued and unpaid interest is due on
October 23, 2027. Interest is paid at least quarterly based upon either SOFR or the base rate (as defined in the
credit agreement) plus an applicable margin between 1.50% to 2.50% per annum for SOFR loans and 0.50% to
1.50% per annum for base rate loans depending on Qwest Corporation's then current senior unsecured
long-term debt rating.

At December 31, 2023, Level 3 Financing, Inc. owed $2.4 billion under a senior secured Tranche B 2027 Term
Loan, which matures on March 1, 2027. The Tranche B 2027 Term Loan carries an interest rate, in the case of
base rate borrowings, equal to (i) the greater of the Prime Rate, the Federal Funds Effective Rate plus 50 basis
points, or SOFR plus 100 basis points (with all such terms and calculations as defined or further specified in the
credit agreement) plus (ii) 0.75% per annum. Any Eurodollar borrowings under the Tranche B 2027 Term Loan
bear interest at SOFR plus 1.75% per annum.
The Tranche B 2027 Term Loan requires certain specified mandatory prepayments in connection with certain
asset sales and other transactions, subject to certain significant exceptions. The obligations of Level 3 Financing,
Inc. under the Tranche B 2027 Term Loan are, subject to certain exceptions, secured by certain assets of Level 3
Parent, LLC and certain of its material domestic telecommunication subsidiaries. Also, Level 3 Parent, LLC and
certain of its subsidiaries have guaranteed the obligations of Level 3 Financing, Inc. under the Tranche B 2027
Term Loan.
Revolving Letters of Credit

We use various financial instruments in the normal course of business. These instruments include letters of
credit, which are conditional commitments issued on our behalf in accordance with specified terms and
conditions. Lumen Technologies maintains an uncommitted $225 million revolving letter of credit facility
separate from the letter of credit facility included in the revolving credit facility noted above. Letters of credit
issued under this uncommitted facility are backed by credit enhancements in the form of secured guarantees
issued by certain of our subsidiaries. As of December 31, 2023 and 2022, we had (i) $40 million and $94 million,
respectively, of letters of credit outstanding under our committed facility and various other facilities and (ii)
$218 million and no letters of credit outstanding, respectively, under our revolving credit facility. As of
December 31, 2023, these issued letters of credit were undrawn.
Senior Notes
Lumen's consolidated indebtedness at December 31, 2023 included (i) senior secured notes issued by Lumen
Technologies, Inc. and Level 3 Financing, Inc. and (ii) senior unsecured notes issued by Lumen Technologies,
Inc., Level 3 Financing, Inc., Qwest Corporation, and Qwest Capital Funding, Inc. All of these notes carry fixed
interest rates and all principal is due on the notes’ respective maturity dates, which rates and maturity dates are
summarized in the table above. The Lumen Technologies, Inc. secured senior notes are guaranteed by the same
domestic subsidiaries that guarantee the Amended Credit Agreement on substantially the same terms and
conditions that govern the guarantees of the Amended Credit Agreement. The Level 3 Financing, Inc. secured
senior notes are secured by a pledge of substantially all of its assets and guaranteed on a secured basis by the
same domestic subsidiaries that guarantee its Term B 2027 Term Loan. The remaining senior notes issued by
Level 3 Financing, Inc. are guaranteed on an unsecured basis by its parent, Level 3 Parent, LLC, and one of its
subsidiaries. The senior notes issued by Qwest Capital Funding, Inc. are guaranteed by its parent, Qwest
Communications International Inc.
B-56
Appendix B
Except for a limited number of senior notes issued by Qwest Corporation, the issuer generally can redeem the
notes, at its option, in whole or in part, (i) pursuant to a fixed schedule of pre-established redemption prices, (ii)
pursuant to a “make whole” redemption price or (iii) under certain other specified limited conditions. Under
certain circumstances in connection with a “change of control” of Lumen Technologies, it will be required to
make an offer to repurchase each series of these senior notes (other than two of its older series of notes) at a
price of 101% of the principal amount redeemed, plus accrued and unpaid interest. Also, under certain
circumstances in connection with a "change of control" of Level 3 Parent, LLC or Level 3 Financing, Inc., Level 3
Financing will be required to make an offer to repurchase each series of its outstanding senior notes at a price of
101% of the principal amount redeemed, plus accrued and unpaid interest.
2023 Borrowings and Repayments

During 2023, Lumen borrowed $925 million from, and made repayments of $725 million to, its revolving
credit facility.
2023 Exchange Offers and Repurchases

Pursuant to exchange offers that commenced on March 16, 2023 (the “Exchange Offers”), on March 31, 2023,
Level 3 Financing, Inc. issued $915 million of its 10.500% Senior Secured Notes due 2030 (the “10.500% Notes”)
in exchange for $1.535 billion of Lumen’s outstanding senior unsecured notes. On April 17, 2023, in connection
with the Exchange Offers, Level 3 Financing, Inc. issued an additional $9 million of its 10.500% Notes in
exchange for $19 million of Lumen's outstanding senior unsecured notes. All exchanged notes were concurrently
cancelled. These transactions resulted in a $630 million net reduction in the aggregate principal amount of
Lumen’s consolidated indebtedness. In addition to the above described exchange offers, we repurchased
$24 million aggregate principal amount of Lumen's outstanding senior unsecured notes during the first quarter
of 2023. These above-described transactions resulted in an aggregate net gain of $618 million for the year
ended December 31, 2023.
The following table sets forth the aggregate principal amount of each series of Lumen’s senior unsecured
notes retired during the year ended December 31, 2023, in connection with the above-described
exchange transactions:
Aggregate principal
Debt Period of Reduction (amounts in millions)
5.625% Senior Notes, Series X, due 2025 Q1 2023 $ 48
7.200% Senior Notes, Series D, due 2025 Q1 2023 21
5.125% Senior Notes due 2026 Q1 2023 291
6.875% Debentures, Series G, due 2028 Q1 2023 52
7.600% Senior Notes, Series P, due 2039 Q1 2023 161
7.650% Senior Notes, Series U, due 2042 Q1 2023 131
5.625% Senior Notes, Series X, due 2025 Q2 2023 1
7.600% Senior Notes, Series P, due 2039 Q2 2023 3
7.650% Senior Notes, Series U, due 2042 Q2 2023 13
Total $ 1,554
2022 Borrowings and Repayments

During 2022, Lumen borrowed $2.4 billion from, and made repayments of $2.6 billion to, its revolving credit
facility. We used our net revolving credit draws and available cash to repay the following aggregate principal
amounts of indebtedness through a combination of tender offers, redemptions, prepayments, amortization
payments and payments at maturity. These transactions resulted in a net gain on the extinguishment of debt of
$214 million.

Appendix B
Debt Period of Repayment (Dollars in millions)

5.800% Senior Notes due 2022 (at maturity) Q1 2022 $1,400
6.750% Senior Notes, Series W, due 2023 Q4 2022 750
7.500% Senior Notes, Series Y, due 2024 Q4 2022 982
7.500% Senior Notes, Series Y, due 2024 Q3 2022 18
5.625% Senior Notes, Series X, due 2025 Q4 2022 286
7.200% Senior Notes, Series D, due 2025 Q4 2022 34
6.875% Debentures, Series G, due 2028 Q4 2022 130
Term Loan B prepayment Q4 2022 909
Scheduled term loan payments Multiple 125
Tranche B 2027 Term Loan Q3 2022 700
Embarq Corporation Subsidiaries
First Mortgage Bonds Q4 2022 137
Qwest Capital Funding, Inc.
Senior Notes Q4 2022 63
Other Q4 2022 68
Total debt repayments $8,202
Interest Expense
Interest expense includes interest on total long-term debt. The following table presents the amount of gross
interest expense, net of capitalized interest:

2023 2022 2021
Interest expense:
Gross interest expense $ 1,269 1,398 1,575
Capitalized interest (111) (66) (53)
Total interest expense $ 1,158 1,332 1,522
Covenants

With respect to the Term Loan A and A-1 facilities and the Revolving Credit Facility, the Amended Credit
Agreement requires us to maintain (i) a maximum total leverage ratio of not more than 4.75 to 1.00 and (ii) a
minimum consolidated interest coverage ratio of at least 2.00 to 1.00, with such ratios being determined and
calculated in the manner described in the Amended Credit Agreement.
The Amended Secured Credit Facilities contain various representations and warranties and extensive affirmative
and negative covenants. Such covenants include, among other things and subject to certain significant
exceptions, restrictions on our ability to declare or pay dividends, repurchase stock, repay certain other
indebtedness, create liens, incur additional indebtedness, make investments, engage in transactions with our
affiliates, dispose of assets and merge or consolidate with any other person.
B-58
Appendix B
The senior unsecured notes of Lumen Technologies, Inc. were issued under four separate indentures. These
indentures restrict our ability to (i) incur, issue or create liens upon the property of Lumen Technologies, Inc. and
(ii) consolidate with or merge into, or transfer or lease all or substantially all of our assets to any other party.
These indentures do not contain any provisions that restrict the incurrence of additional indebtedness. The
senior secured notes of Lumen Technologies, Inc. were issued under a separate indenture that contains a more
restrictive set of covenants. As indicated above under "Senior Notes", Lumen Technologies, Inc. will be required
to offer to purchase certain of its long-term debt securities issued under its indentures under certain
circumstances in connection with a "change of control" of Lumen Technologies, Inc.
Level 3 Companies
The term loan, senior secured notes and senior unsecured notes of Level 3 Financing, Inc. contain various
representations and extensive affirmative and negative covenants. Such covenants include, among other things
and subject to certain significant exceptions, restrictions on their ability to declare or pay dividends, repay
certain other indebtedness, create liens, incur additional indebtedness, make investments, dispose of assets and
merge or consolidate with any other person. Also, as indicated above under "Senior Notes", Level 3 Financing,
Inc. will be required to offer to repurchase or repay certain of its long-term debt under certain circumstances in
connection with a "change of control" of Level 3 Financing or Level 3 Parent, LLC.
Qwest Companies
Under its term loan, Qwest Corporation must maintain a debt to EBITDA ratio of not more than 2.85 to 1.00, as
determined and calculated in the manner described in the applicable term loan documentation. The term loan
also contains a negative pledge covenant, which generally requires Qwest Corporation to secure equally and
ratably any advances under the term loan if it pledges assets or permits liens on its property for the benefit of
other debtholders.
The senior notes of Qwest Corporation were issued under indentures dated April 15, 1990 and October 15, 1999.
These indentures contain restrictions on the incurrence of liens and the consummation of certain transactions
substantially similar to the above-described covenants in Lumen's indentures (but contain no mandatory
repurchase provisions). The senior notes of Qwest Capital Funding, Inc. were issued under an indenture dated
June 29, 1998 containing terms substantially similar to those set forth in Qwest Corporation's indentures.
Impact of Covenants
The debt covenants applicable to Lumen Technologies, Inc. and its subsidiaries could have a material adverse
impact on their ability to operate or expand their respective businesses, to pursue strategic transactions, or to
otherwise pursue their plans and strategies. The covenants of the Level 3 companies may significantly restrict
the ability of Lumen Technologies, Inc. to receive cash from the Level 3 companies, to distribute cash from the
Level 3 companies to other of Lumen’s affiliated entities, or to enter into other transactions among Lumen’s
wholly-owned entities.
Certain of the debt instruments of Lumen Technologies, Inc. and its subsidiaries contain cross payment default
or cross acceleration provisions. When present, these provisions could have a wider impact on liquidity than
might otherwise arise from a default or acceleration of a single debt instrument.
The ability of Lumen Technologies, Inc. and its subsidiaries to comply with the financial covenants in their
respective debt instruments could be adversely impacted by a wide variety of events, including unforeseen
contingencies, many of which are beyond their control.
Compliance
As of December 31, 2023, Lumen Technologies, Inc. believes it and its subsidiaries were in compliance with the
provisions and financial covenants in their respective material debt agreements in all material respects.
Guarantees
Lumen Technologies does not guarantee the debt of any unaffiliated parties, but, as noted above, as of
December 31, 2023 certain of its largest subsidiaries guaranteed (i) its debt outstanding under its Amended
Secured Credit Facilities, its senior secured notes and its $225 million letter of credit facility and (ii) the
outstanding term loans or senior notes issued by certain other subsidiaries. As further noted above, several of
the subsidiaries guaranteeing these obligations have pledged substantially all of their assets to secure certain of
their respective guarantees.

Appendix B
Subsequent Event
See Note 24—Subsequent Events, for information regarding certain debt restructuring transactions
contemplated under our amended and restated transaction support agreement dated as of January 22, 2024.
(8) Accounts Receivable

The following table presents details of our accounts receivable balances:
As of December 31,
2023 2022(1)
Trade and purchased receivables $ 1,181 1,319
Earned and unbilled receivables 165 209
Other 39 65
Total accounts receivable 1,385 1,593
Less: allowance for credit losses (67) (85)
Accounts receivable, less allowance $ 1,318 1,508
(1)
Amounts have been adjusted to reflect the immaterial correction of accounts receivable. See Note 1—Background and Summary of
Significant Accounting Policies under the header Correction of Immaterial Errors.
We are exposed to concentrations of credit risk from our customers. We generally do not require collateral to
secure our receivable balances. We have agreements with other communications service providers whereby we
agree to bill and collect on their behalf for services rendered by those providers to our customers within our
local service area. We purchase accounts receivable from other communications service providers primarily on a
recourse basis and include these amounts in our accounts receivable balance. We have not experienced any
significant loss associated with these purchased receivables.
(9) Property, Plant and Equipment

Net property, plant and equipment is composed of the following:
Depreciable As of December 31,

Lives 2023 2022(5)
Land N/A $ 646 651
Fiber, conduit and other outside plant(1) 15-45 years 15,217 14,451
Central office and other network electronics(2) 3-10 years 15,741 15,077
Support assets(3) 3-30 years 6,714 6,863
Construction in progress(4) N/A 2,758 2,010
Gross property, plant and equipment 41,076 39,052
Accumulated depreciation (21,318) (19,886)
Net property, plant and equipment $ 19,758 19,166
(1)
Fiber, conduit and other outside plant consists of fiber and metallic cable, conduit, poles and other supporting structures.
(2)
Central office and other network electronics consists of circuit and packet switches, routers, transmission electronics and electronics
providing service to customers.
(3)
Support assets consist of buildings, data centers, computers and other administrative and support equipment.
(4)
Construction in progress includes inventory held for construction and property of the aforementioned categories that has not been placed
in service as it is still under construction.
(5)
At December 31, 2022, we had $1.9 billion of certain property, plant and equipment, net related to our EMEA business which was classified as
held for sale at this date and which was sold on November 1, 2023. See Note 2—Divestitures of the Latin American, ILEC and EMEA
Businesses for more information.
We recorded depreciation expense of $1.9 billion, $2.1 billion and $2.7 billion for the years ended
December 31, 2023, 2022 and 2021, respectively.
B-60
Appendix B
Asset Retirement Obligations

As of December 31, 2023 and 2022, our asset retirement obligations balance was primarily related to estimated
future costs of removing equipment from leased properties and estimated future costs of properly disposing of
asbestos and other hazardous materials upon remodeling or demolishing buildings. Asset retirement obligations
are included in other long-term liabilities on our consolidated balance sheets.
Our fair value estimates were determined using the discounted cash flow method.
The following table provides asset retirement obligation activity:

2023 2022
Balance at beginning of year $ 156 182
Accretion expense 6 10
Liabilities settled (9) (10)
Change in estimate 4 4
Classified as held for sale(1) — (30)
Balance at end of year $ 157 156
(1)
Represents the amounts classified as held for sale related to our EMEA business. See Note 2—Divestitures of the Latin American, ILEC and
EMEA Businesses.
The changes in estimate referred to in the table above were offset against gross property, plant and equipment.
(10) Severance
Periodically, we reduce our workforce and accrue liabilities for the related severance costs. These workforce
reductions result primarily from the progression or completion of our post-acquisition integration plans,
increased competitive pressures, cost reduction initiatives, process improvements through automation and
reduced workloads due to reduced demand for certain services.
During the fourth quarter of 2023 we reduced our global workforce by approximately 4% as part of our ongoing
efforts to reorganize Lumen for growth by right-sizing our operations to improve our profitability. As a result of
this plan, we incurred severance and related costs of approximately $53 million. We do not expect to incur any
material impairment or exit costs related to this plan.
We report severance liabilities within accrued expenses and other liabilities - salaries and benefits in our
consolidated balance sheets and report severance expenses in selling, general and administrative expenses in
our consolidated statements of operations. As described in Note 17—Segment Information, we do not allocate
these severance expenses to our segments.
Changes in our accrued liabilities for severance expenses were as follows:
Severance
Balance at December 31, 2021 $ 36
Accrued to expense 12
Payments, net (37)
Balance at December 31, 2022 11
Accrued to expense 74
Payments, net (67)
Balance at December 31, 2023 $ 18

Appendix B
(11) Employee Benefits
Pension, Post-Retirement and Other Post-Employment Benefits

We sponsor various defined benefit pension plans (qualified and non-qualified) which, in the aggregate, cover a
substantial portion of our employees. Pension benefits for participants of the Lumen Combined Pension Plan
("Combined Pension Plan") and, through the October 3, 2022 sale of the ILEC business, the Lumen Pension Plan,
who are represented by a collective bargaining agreement are based on negotiated schedules. All other
participants' pension benefits are based on each individual participant's years of service and compensation. We
also maintain non-qualified pension plans for certain current and former highly compensated employees. We
maintain post-retirement benefit plans that provide health care and life insurance benefits for certain eligible
retirees. We also provide other post-employment benefits for certain eligible former employees. We use a
December 31 measurement date for all our plans.
On October 19, 2021, we, as sponsor of the Combined Pension Plan, along with the Plan’s independent fiduciary,
entered into an agreement committing the Plan to use a portion of its plan assets to purchase an annuity from
an insurance company (the "Insurer") to transfer approximately $1.4 billion of the Plan’s pension liabilities. This
agreement irrevocably transferred to the Insurer future Plan benefit obligations for approximately 22,600 U.S.
Lumen participants (“Transferred Participants”) effective on December 31, 2021. This annuity transaction was
funded entirely by existing Plan assets. The Insurer assumed responsibility for administrative and customer
service support, including distribution of payments to the Transferred Participants. Transferred Participants’
benefits were not reduced as a result of this transaction.
As of January 1, 2022, we spun off the Lumen Pension Plan from the Lumen Combined Pension Plan in
anticipation of the sale of the ILEC business, as described further in Note 2—Divestitures of the Latin American,
ILEC and EMEA Businesses. At the time of the spin-off, the Lumen Pension Plan covered approximately 2,500
active plan participants along with 19,000 other participants. At the time of the spin-off, the Lumen Pension Plan
had a pension benefit obligation of $2.5 billion and assets of $2.2 billion. In addition, the December 31, 2021
actuarial (loss) gain and prior service cost included in accumulated other comprehensive loss was allocated
between the Lumen Pension Plan and the Lumen Combined Pension Plan. Following a revaluation of the pension
obligation and pension assets for the Lumen Pension Plan, in preparation for the closing of the sale of the ILEC
business, we contributed approximately $319 million of Lumen's cash to the Lumen Pension Plan trust to fully
fund the pension plan in September 2022. The amounts allocated to the Lumen Pension Plan were subject to
adjustment up to the closing of the sale of the ILEC business on October 3, 2022, at which time the plan was
transferred along with the rest of the assets and liabilities of the ILEC business. We recognized pension costs
related to both plans through the sale of the ILEC business, at which time balances related to the Lumen
Pension Plan were reflected in the calculation of our gain on the sale of the business.
Pension Benefits
United States funding laws require a company with a pension shortfall to fund the annual cost of benefits earned
in addition to a seven-year amortization of the shortfall. Our funding policy for our Combined Pension Plan is to
make contributions with the objective of accumulating ample assets to pay all qualified pension benefits when
due under the terms of the plan. The accounting unfunded status of the Combined Pension Plan was
$736 million and $580 million as of December 31, 2023 and 2022, respectively.
We made no voluntary cash contributions to the Combined Pension Plan in 2023 or 2022. As discussed above,
we contributed approximately $319 million of cash to the Lumen Pension Plan trust to fully fund the pension
plan in September 2022 in preparation for the closing of the sale of the ILEC business. We paid $5 million of
benefits directly to participants of our non-qualified pension plans in both 2023 and 2022.
Benefits paid by the Combined Pension Plan are paid through a trust that holds all of the Plan's assets. The
amount of required contributions to the Combined Pension Plan in 2024 and beyond will depend on a variety of
factors, most of which are beyond our control, including earnings on plan investments, prevailing interest rates,
demographic experience, changes in plan benefits and changes in funding laws and regulations. Based on
current laws and circumstances, we do not believe we are required to make any contributions to the Combined
Pension Plan in 2024 and we do not expect to make voluntary contributions to the trust for the Combined
Pension Plan in 2024. We estimate that in 2024 we will pay $4 million of benefits directly to participants of our
non-qualified pension plans.
B-62
Appendix B
We recognize in our consolidated balance sheets the funded status of the legacy Level 3 defined benefit
post-retirement plans. These plans were fully funded as of December 31, 2023 and 2022. Additionally, as
previously mentioned, we sponsor unfunded non-qualified pension plans for certain current and former
highly-compensated employees. The net unfunded status of our non-qualified pension plans was $33 million and
$35 million for the years ended December 31, 2023 and 2022, respectively. Due to the insignificant impact of
these pension plans on our consolidated financial statements, we have predominantly excluded them from the
remaining employee benefit disclosures in this Note, unless otherwise specifically stated.
Post-Retirement Benefits
Our post-retirement benefit plans provide post-retirement benefits to qualified retirees and allow (i) eligible
employees retiring before certain dates to receive benefits at no or reduced cost and (ii) eligible employees
retiring after certain dates to receive benefits on a shared cost basis. The post-retirement benefits not paid by
the trusts are funded by us and we expect to continue funding these post-retirement obligations as benefits are
paid. The accounting unfunded status of our qualified post-retirement benefit plan was $1.9 billion and $2.0
billion as of December 31, 2023 and 2022, respectively.
Assets in the post-retirement trusts were substantially depleted as of December 31, 2016; as of
December 31, 2019 the Company ceased to pay certain post-retirement benefits through the trusts. No
contributions were made to the post-retirement trusts in 2023, nor 2022. Benefits are paid directly by us with
available cash. In 2023, we paid $194 million of post-retirement benefits, net of participant contributions and
direct subsidies. In 2024, we currently expect to pay directly $193 million of post-retirement benefits, net of
participant contributions and direct subsidies.
We expect our expected health care cost trend to range from 5.4% to 7.50% in 2024 and grading to 4.50% by
2031. Our post-retirement benefit cost, for certain eligible legacy Qwest retirees and certain eligible legacy
CenturyLink retirees, is capped at a set dollar amount. Therefore, those health care benefit obligations are not
subject to increasing health care trends after the effective date of the caps.
Expected Cash Flows

The Combined Pension Plan payments, post-retirement health care benefit payments and premiums, and life
insurance premium payments are either distributed from plan assets or paid by us. The estimated benefit
payments provided below are based on actuarial assumptions using the demographics of the employee and
retiree populations and have been reduced by estimated participant contributions.
Combined Post-Retirement Medicare Part D

Pension Plan Benefit Plans Subsidy Receipts
Estimated future benefit payments:
2024 $ 574 195 (2)
2025 493 191 (2)
2026 475 186 (2)
2027 458 181 (2)
2028 440 174 (2)
2029 - 2033 1,974 762 (6)
Net Periodic Benefit Expense

We utilize a full yield curve approach in connection with estimating the service and interest components of net
periodic benefit expense by applying the specific spot rates along the yield curve used in the determination of
the benefit obligation to the relevant projected cash flow.
The actuarial assumptions used to compute the net periodic benefit expense for our Combined Pension Plan and
post-retirement benefit plans are based upon information available as of the beginning of the year, as presented
in the following table.

Appendix B
Combined Pension Plan Post-Retirement Benefit Plans

2023 2022 2021 2023 2022 2021
Actuarial assumptions at
beginning of year:
Discount rate 5.45% - 5.69% 2.29% - 3.12% 1.70% - 2.88% 5.43% - 5.75% 2.19% - 5.78% 1.58% - 2.60%
Rate of
compensation increase 3.25% 3.25% 3.25% N/A N/A N/A
Expected long-term rate of
return on plan assets(1) 6.50% 5.50% 5.50% 3.00% 4.00% 4.00%
Initial health care cost 5.00% / 6.25% /
trend rate N/A N/A N/A 7.20% / 5.00% 5.75% 5.00%
Ultimate health care cost
trend rate N/A N/A N/A 4.50% 4.50% 4.50%
Year ultimate trend rate
is reached N/A N/A N/A 2030 2025 2025
N/A - Not applicable

(1)
Rates are presented net of projected fees and administrative costs.
Prior to the sale of the ILEC business on October 3, 2022, we realized pension costs related to the Lumen
Pension Plan. Net periodic benefit expense (income) for our Combined Pension Plan and the Lumen Pension
Plan (through October 3, 2022, together the "Pension Plans") includes the following components:
Pension Plans
2023 2022 2021
Service cost $ 25 44 56
Interest cost 270 194 201
Expected return on plan assets (287) (385) (535)
Settlement charges — — 383
Realized to gain on sale of businesses — 546 —
Special termination benefits charge 2 — 6
Recognition of prior service credit (7) (10) (9)
Recognition of actuarial loss 104 122 184
Net periodic pension expense $ 107 511 286
Net periodic benefit expense for our post-retirement benefit plans includes the following components:
Post-Retirement Plans
2023 2022 2021
Service cost $ 5 10 14
Realized to gain on sale of businesses — (32) —
Recognition of prior service cost (8) 8 15
Recognition of actuarial loss (20) (4) 4
Net periodic post-retirement benefit expense $ 80 54 80
Service costs for our Combined Pension Plan and post-retirement benefit plans are included in the cost of
services and products and selling, general and administrative line items on our consolidated statements of
operations and all other costs listed above, except for amounts realized as part of the net gain on sale of
businesses, are included in other (expense) income, net on our consolidated statements of operations for the
years ended December 31, 2023, 2022 and 2021. Additionally, a portion of the service cost is also allocated to
certain assets under construction, which are capitalized and reflected as part of property, plant and equipment
in our consolidated balance sheets. As a result of ongoing efforts to reduce our workforce, we recognized a
one-time charge in 2023 and in 2021 of $2 million and $6 million, respectively, for special termination benefit
enhancements paid to certain eligible employees upon voluntary retirement.
B-64
Appendix B
Our pension plan contains provisions that allow us, from time to time, to offer lump sum payment options to
certain former employees in settlement of their future retirement benefits. We record an accounting settlement
charge, consisting of the recognition of certain deferred costs of the pension plan associated with these lump
sum payments only if, in the aggregate, they exceed or are probable to exceed the sum of the annual service
and interest costs for the plan’s net periodic pension benefit cost, which represents the settlement accounting
threshold. The lump sum pension settlement payments for 2021 exceeded the settlement threshold. In addition,
during the fourth quarter of 2021, we executed an annuity purchase contract with a third party insurer that
triggered additional settlement activity (see discussion above for further information). As a result, we
recognized a non-cash settlement charge of $383 million as of December 31, 2021 to accelerate the recognition
of a portion of the previously unrecognized actuarial losses in the qualified pension plan, which is reflected in
other (expense) income, net in our consolidated statement of operations for the year ended December 31, 2021.
This non-cash charge increased our recorded net loss and increased our recorded accumulated deficit, with an
offset to accumulated other comprehensive loss in shareholders' equity for the year ended December 31, 2021.
The amount of any future non-cash settlement charges will be dependent on several factors, including the total
amount of our future lump sum benefit payments.
Benefit Obligations
The actuarial assumptions used to compute the funded status for the plans are based upon information available
as of December 31, 2023 and 2022 and are as follows:
Combined Pension Plan Post-Retirement Benefit Plans

2023 2022 2023 2022
Actuarial assumptions at end of year:
Discount rate 5.21% 5.56% 5.20% 5.55%
Rate of compensation increase 3.25% 3.25% N/A N/A
Initial health care cost trend rate N/A N/A 7.50% / 5.40% 7.20% / 5.00%
Ultimate health care cost trend rate N/A N/A 4.50% 4.50%
Year ultimate trend rate is reached N/A N/A 2031 2030
N/A - Not applicable
In 2021, we adopted the revised mortality tables and projection scales released by the Society of Actuaries,
which increased the projected benefit obligation of our benefit plans by $37 million for 2021. The Society of
Actuaries did not release any revised mortality tables or projection scales in 2022 or 2023.
The short-term and long-term interest crediting rates during 2023 for cash balance components of the
Combined Pension Plan were 4.0% and 3.5%, respectively.
The following tables summarize the change in the benefit obligations for the Combined Pension Plan and
post-retirement benefit plans:
Combined Pension Plan

2023 2022 2021
Change in benefit obligation
Benefit obligation at beginning of year $5,295 9,678 12,202
Plan spin-off — (2,552) —
Service cost 25 37 56
Plan amendments — — (13)
Special termination benefits charge 2 — 6
Actuarial loss (gain) 114 (1,432) (337)
Benefits paid from plan assets (494) (590) (766)
Settlement payments and annuity purchase — — (1,671)
Benefit obligation at end of year $ 5,212 5,295 9,678

Appendix B
Post-Retirement Benefit Plans

2023 2022 2021
Change in benefit obligation
Benefit obligation at beginning of year $ 1,995 2,781 3,048
Benefit obligation transferred to purchaser upon sale of business — (26) —
Service cost 5 10 14
Participant contributions 32 37 41
Direct subsidy receipts 2 2 3
Plan amendments — (41) —
Actuarial loss (gain) 14 (591) (125)
Benefits paid by company (228) (249) (247)
Benefits paid from plan assets (4) — —
Benefit obligation at end of year $ 1,919 1,995 2,781
Plan Assets
We maintain plan assets for our Combined Pension Plan and certain post-retirement benefit plans. As previously
noted, assets in the post-retirement benefit plan trusts were substantially depleted as of December 31, 2016. The
fair value of post-retirement benefit plan assets was $1 million, $5 million and $5 million at December 31, 2023,
2022 and 2021, respectively. Due to the insignificance of these assets on our consolidated financial statements,
we have predominantly excluded them from the disclosures of plan assets in this Note, unless
otherwise indicated.
The following table summarizes the change in the fair value of plan assets for the Combined Pension Plan:

2023 2022 2021
Change in plan assets
Fair value of plan assets at beginning of year $ 4,715 8,531 10,546
Plan spin-off — (2,239) —
Return on plan assets 255 (987) 422
Benefits paid from plan assets (494) (590) (766)
Settlement payments and annuity purchase — — (1,671)
Fair value of plan assets at end of year $4,476 4,715 8,531
The expected rate of return on plan assets is the long-term rate of return we expect to earn on the plan's assets,
net of administrative expenses paid from plan assets. It is determined annually based on the strategic asset
allocation and the long-term risk and return forecast for each asset class.
Our investment objective for the Combined Pension Plan assets is to achieve an attractive risk-adjusted return
over time that will provide for the payment of benefits and minimize the risk of large losses. We employ a
liability-aware investment strategy designed to reduce the volatility of pension assets relative to pension
liabilities. This strategy is evaluated frequently and is expected to evolve over time with changes in the funded
status and other factors. Approximately 50% of plan assets is targeted to long-duration investment grade bonds
and interest rate sensitive derivatives and 50% is targeted to diversified equity, fixed income and private market
investments that are expected to outperform the liability with moderate funded status risk. At the beginning of
2024, our expected annual long-term rate of return on pension assets before consideration of administrative
expenses is assumed to be 7.0%. Administrative expenses, including projected PBGC (Pension Benefit Guaranty
Corporation) premiums, reduce the annual long-term expected return, net of administrative expenses, to 6.5%.
Permitted investments: Plan assets are managed consistent with the restrictions set forth by the Employee
Retirement Income Security Act of 1974, as amended.
B-66
Appendix B
Fair Value Measurements: Fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and
able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize
the use of observable inputs and minimize the use of unobservable inputs when determining fair value and
then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy
set forth by the FASB. For additional information on the fair value hierarchy, see Note 14—Fair Value of
Financial Instruments.
At December 31, 2023, we used the following valuation techniques to measure fair value for assets. There were
no changes to these methodologies during 2023:
• Level 1—Assets were valued using the closing price reported in the active market in which the individual
security was traded. U.S. Treasury securities are valued at the bid price reported in an active market in which
the security is traded. Variation margin due from/(to) brokers is valued at the expected next day cash
settlement amount.
• Level 2—Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and
other methods by which all significant inputs were observable at the measurement date. Fixed income
securities primarily utilize observable market information and are based on a spread to U.S. Treasury
securities and consider yields available on comparable securities of issuers with similar credit ratings, the new
issue market for similar securities, secondary trading markets and dealer quotes. Option adjusted spread
models are utilized to evaluate fixed income securities that have early redemption features. Derivative
securities traded over the counter are valued based on gains or losses due to fluctuations in indices, interest
rates, foreign currency exchange rates, security prices or other underlying factors. Repurchase agreements
are valued based on expected settlement per the contract terms.
• Level 3—Assets were valued using unobservable inputs in which little or no market data exists as reported by
the respective institutions at the measurement date. Valuation methods may consider a range of factors,
including estimates based on the assumptions of the investment entity.
The Combined Pension Plan's assets are invested in various asset categories utilizing multiple strategies and
investment managers. Interests in commingled funds are fair valued using a practical expedient to the net asset
value ("NAV") per unit (or its equivalent) of each fund. The NAV reported by the fund manager is based on the
market value of the underlying investments owned by each fund, minus its liabilities, divided by the number of
shares outstanding. Commingled funds can be redeemed at NAV, with a frequency that includes daily, monthly,
quarterly, semi-annually and annually. These commingled funds include redemption notice periods between
same day and 180 days. Investments in private funds, primarily limited partnerships, represent long-term
commitments with a fixed maturity date and are also valued at NAV. The plan has unfunded commitments
related to certain private fund investments, which in aggregate are not material to the plan. Valuation inputs for
these private fund interests are generally based on assumptions and other information not observable in the
market. Underlying investments held in funds are aggregated and are classified based on the fund mandate.
Investments held in separate accounts are individually classified.
The table below presents the fair value of plan assets by category and the input levels used to determine those
fair values at December 31, 2023. It is important to note that the asset allocations do not include market
exposures that are gained with derivatives. Investments include dividend and interest receivables, pending
trades and accrued expenses.

Appendix B
Fair Value of Combined Pension Plan

Assets at December 31, 2023
Level 1 Level 2 Level 3 Total
Assets
Investment grade bonds(a) $ 390 1,838 — 2,228
(b)
High yield bonds — 32 4 36
Emerging market bonds(c) 57 57 — 114
U.S. stocks(d) 247 — 1 248
Non-U.S. stocks(e) 6 — — 6
Multi-asset strategies(l) 28 — — 28
Total investments, excluding investments valued at NAV $ 728 1,927 5 2,660
Liabilities
Repurchase agreements & other obligations(n) $ — (375) — (375)
Derivatives(m) (1) — — (1)
Investments valued at NAV 2,192
Total pension plan assets $ 4,476
The table below presents the fair value of plan assets by category and the input levels used to determine those
fair values at December 31, 2022. It is important to note that the asset allocations do not include market
exposures that are gained with derivatives. Investments include dividend and interest receivable, pending trades
and accrued expenses.
Fair Value of Combined Pension Plan

Assets at December 31, 2022
Level 1 Level 2 Level 3 Total
Assets
Investment grade bonds(a) $ 446 1,720 — 2,166
High yield bonds(b) — 48 4 52
Emerging market bonds(c) 49 78 — 127
U.S. stocks(d) 214 — 1 215
Non-U.S. stocks(e) 149 1 — 150
Multi-asset strategies(l) 25 — — 25
Cash equivalents and short-term investments(o) — 1 — 1
Total investments, excluding investments valued at NAV $ 883 1,848 5 2,736
Liabilities
Repurchase agreements(n) $ — (269) — (269)
Derivatives(m) (1) (10) — (11)
Investments valued at NAV 2,259
Total pension plan assets $ 4,715
B-68
Appendix B
The table below presents the fair value of plan assets valued at NAV by category for our Combined Pension Plan
at December 31, 2023 and 2022.
Fair Value of Plan Assets Valued at NAV

Combined Pension Plan at
December 31,
2023 2022
Investment grade bonds(a) $ 105 99
High yield bonds(b) 110 81
U.S. stocks(d) 51 79
Non-U.S. stocks(e) 412 270
(f)
Emerging market stocks 10 15
Private equity(g) 272 326
Private debt(h) 421 438
Market neutral hedge funds(i) 77 135
Directional hedge funds(j) 124 166
Real estate(k) 265 333
(l)
Multi-asset strategies 27 24
Cash equivalents and short-term investments(o) 318 293
Total investments valued at NAV $ 2,192 2,259
Below is an overview of the asset categories and the underlying strategies used in the preceding tables:
(a)
Investment grade bonds represent investments in U.S. Treasury securities, agencies, corporate bonds, mortgage-backed securities,
asset-backed securities and commercial mortgage-backed securities.
(b)
High yield bonds represent investments in below investment grade fixed income securities.
(c)
Emerging market bonds represent investments issued by governments and other entities located in emerging countries.
(d)
U.S. stocks represent investments in stocks of U.S. based companies.
(e)
Non-U.S. stocks represent investments in companies based in developed countries outside the U.S.
(f)
Emerging market stocks represent investments in stocks of companies located in emerging markets.
(g)
Private equity represents non-public investments in domestic and foreign buy out and venture capital funds. Private equity funds are
primarily structured as limited partnerships and are valued according to the valuation policy of each partnership, subject to prevailing
accounting and other regulatory guidelines.
(h)
Private debt represents non-public investments in distressed or mezzanine debt.
(i)
Market neutral hedge funds hold investments in a diversified mix of instruments that are intended in combination to exhibit low correlations
to market fluctuations. These investments are typically combined with futures to achieve uncorrelated excess returns over various markets.
(j)
Directional hedge funds—This asset category represents investments that may exhibit somewhat higher correlations to market fluctuations
than the market neutral hedge funds.
(k)
Real estate represents investments in a diversified portfolio of real estate properties.
(l)
Multi-asset strategies represent broadly diversified strategies that have the flexibility to tactically adjust exposures to different asset classes
through time.
(m)
Derivatives include exchange traded futures contracts as well as privately negotiated over the counter contracts. The market values
represent gains or losses that occur due to differences between stated contract terms and fluctuations in underlying market instruments.
(n)
Repurchase agreements and other obligations includes contracts where the security owner sells a security with the agreement to buy it
back at a future date and price. Other obligations include obligations to repay cash collateral held by a plan, net liability for investment
purchases pending settlement, and accrued plan expenses.
(o)
Cash equivalents and short-term investments represent investments that are used in conjunction with derivatives positions or are used to
provide liquidity for the payment of benefits or other purposes.
Derivative instruments: Derivative instruments are used to reduce risk as well as provide return. The gross
notional exposure of the derivative instruments directly held by the Combined Pension Plan is shown below.
The notional amount of the derivatives corresponds to market exposure but does not represent an actual
cash investment.

Appendix B
Gross Notional Exposure

2023 2022
Derivative instruments:
Exchange-traded U.S. equity futures $ 60 70
Exchange-traded Treasury and other interest rate futures 1,136 1,256
Exchange-traded Foreign currency futures 1 2
Interest rate swaps 214 82
Credit default swaps 72 139
Index swaps 94 90
Foreign exchange forwards 57 50
Options 32 251
Concentrations of Risk: Investments, in general, are exposed to various risks, such as significant world events,
interest rate, credit, foreign currency and overall market volatility risk. These risks are managed by broadly
diversifying assets across numerous asset classes and strategies with differing expected returns, volatilities and
correlations. Risk is also broadly diversified across numerous market sectors and individual companies. Financial
instruments that potentially subject the plans to concentrations of counterparty risk consist principally of
investment contracts with high quality financial institutions. These investment contracts are typically
collateralized obligations and/or are actively managed, limiting the amount of counterparty exposure to any one
financial institution. Although the investments are well diversified, the value of plan assets could change
materially depending upon the overall market volatility, which could affect the funded status of the plan.
The table below presents a rollforward of the Combined Pension Plan assets valued using Level 3 inputs:
Combined Pension Plan Assets

Valued Using Level 3 Inputs
High Yield U.S.
Bonds Stocks Total
Balance at December 31, 2021 $6 5 11
Dispositions (1) (4) (5)
Actual return on plan assets (1) — (1)
Balance at December 31, 2022 4 1 5
(Dispositions) acquisitions (2) — (2)
Actual return on plan assets 2 — 2
Balance at December 31, 2023 $4 1 5
Certain gains and losses are allocated between assets sold during the year and assets still held at year-end
based on transactions and changes in valuations that occurred during the year. These allocations also impact
our calculation of net acquisitions and dispositions.
For the year ended December 31, 2023, the investment program produced actual gains on Combined Pension
Plan assets of $255 million as compared to expected returns of $287 million, for a difference of $32 million. For
the year ended December 31, 2022, the investment program produced actual losses on Combined Pension Plan
assets of $987 million as compared to the expected returns of $329 million, for a difference of $1.3 billion. The
short-term annual returns on plan assets will almost always be different from the expected long-term returns
and the plans could experience net gains or losses, due primarily to the volatility occurring in the financial
markets during any given year.
B-70
Appendix B
Unfunded Status
The following table presents the unfunded status of the Combined Pension Plan and post-retirement
benefit plans:
Post-Retirement
Combined Pension Plan Benefit Plans
Years Ended Years Ended
2023 2022 2023 2022
Benefit obligation $ (5,212) (5,295) (1,919) (1,995)
Fair value of plan assets 4,476 4,715 1 5
Unfunded status (736) (580) (1,918) (1,990)
Current portion of unfunded status — — (193) (210)
Non-current portion of unfunded status $ (736) (580) (1,725) (1,780)
The current portion of our post-retirement benefit obligations is recorded on our consolidated balance sheets in
accrued expenses and other current liabilities-salaries and benefits.
Accumulated Other Comprehensive Loss-Recognition and Deferrals

The following table presents cumulative items not recognized as a component of net periodic benefits expense
as of December 31, 2022, items recognized as a component of net periodic benefits expense in 2023, additional
items deferred during 2023 and cumulative items not recognized as a component of net periodic benefits
expense as of December 31, 2023. The items not recognized as a component of net periodic benefits expense
have been recorded on our consolidated balance sheets in accumulated other comprehensive loss:
As of and for the Years Ended December 31,

Recognition
of Net
Periodic Net
Benefits Change in
2022 Expense Deferrals AOCL 2023
Accumulated other comprehensive (loss) income
Pension plans:
Net actuarial (loss) gain $ (1,752) 80 (147) (67) (1,819)
Settlement charge 383 — — — 383
Prior service benefit (cost) 17 (7) — (7) 10
Deferred income tax benefit (expense) 367 (23) 37 14 381
Total pension plans (985) 50 (110) (60) (1,045)
Post-retirement benefit plans:
Net actuarial gain (loss) 371 (20) (14) (34) 337
Curtailment loss 4 — — — 4
Deferred income tax (expense) benefit (104) 7 3 10 (94)
Total post-retirement benefit plans 308 (21) (11) (32) 276
Total accumulated other comprehensive (loss) income $ (677) 29 (121) (92) (769)

Appendix B
The following table presents cumulative items not recognized as a component of net periodic benefits expense
as of December 31, 2021, items recognized as a component of net periodic benefits expense in 2022, additional
items deferred during 2022 and cumulative items not recognized as a component of net periodic benefits
expense as of December 31, 2022. The items not recognized as a component of net periodic benefits expense
have been recorded on our consolidated balance sheets in accumulated other comprehensive loss:
As of and for the Years Ended December 31,

Recognition
of Net
Periodic Net
Benefits Change in
2021 Expense Deferrals AOCL 2022
Accumulated other comprehensive (loss) income
Pension plans:
Net actuarial (loss) gain $ (2,564) 688 124 812 (1,752)
Settlement charge 383 — — — 383
Deferred income tax benefit (expense) 559 (166) (26) (192) 367
Total pension plans (1,577) 494 98 592 (985)
Post-retirement benefit plans:
Net actuarial (loss) gain (217) (3) 591 588 371
Prior service (cost) benefit (5) 1 41 42 37
Curtailment loss 4 — — — 4
Deferred income tax benefit (expense) 54 1 (159) (158) (104)
Total post-retirement benefit plans (164) (1) 473 472 308
Total accumulated other comprehensive (loss) income $ (1,741) 493 571 1,064 (677)
Medicare Prescription Drug, Improvement and Modernization Act of 2003

We sponsor post-retirement health care plans with several benefit options that provide prescription drug
benefits that we deem actuarially equivalent to or exceeding Medicare Part D. We recognize the impact of the
federal subsidy received under the Medicare Prescription Drug, Improvement and Modernization Act of 2003 in
the calculation of our post-retirement benefit obligation and net periodic post-retirement benefit expense.
Other Benefit Plans
Health Care and Life Insurance

We provide health care and life insurance benefits to essentially all of our active employees. We are largely
self-funded for the cost of the health care plan. Our health care benefit expense for current employees was
$288 million, $296 million and $309 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Union-represented employee benefits are based on negotiated collective bargaining agreements. Employees
contributed $89 million, $101 million, $120 million for the years ended December 31, 2023, 2022 and 2021,
respectively. Our group basic life insurance plans are fully insured and the premiums are paid by us.
401(k) Plans
We sponsor a qualified defined contribution plan covering substantially all of our U.S. employees. Under this
plan, employees may contribute a percentage of their annual compensation up to certain maximums, as defined
by the plan and by the Internal Revenue Service. Currently, we match a percentage of employee contributions in
cash. At December 31, 2023 and 2022, the assets of the plan included approximately 9 million and 10 million
shares of our common stock, all of which were the result of the combination of previous employer match and
participant directed contributions. We recognized expenses related to this plan of $87 million, $91 million and
$96 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Deferred Compensation Plans

We sponsor non-qualified deferred compensation plans for various groups that included certain of our current
and former highly compensated employees. The value of liabilities related to these plans was not significant.
B-72
Appendix B
(12) Stock-based Compensation

We maintain an equity incentive program that allows our Board of Directors (through its Compensation
Committee or a senior officer acting under delegated authority) to grant incentives to certain employees and
outside directors in one or more forms, including: incentive and non-qualified stock options, stock appreciation
rights, restricted stock awards, restricted stock units and market and performance shares.
Restricted Stock Awards and Restricted Stock Unit Awards

We grant equity based restricted stock and restricted stock units that contain service only conditions for
vesting (“Service Awards”), awards that contain both service and market conditions for vesting (“Market
Awards”) and awards that contain both service and performance conditions for vesting (“Performance
Awards”). The fair value of Service Awards is based upon the closing stock price on the accounting grant date
and the awards generally vest over periods ranging from one to three years. The fair value of Market Awards is
determined using Monte-Carlo simulations and the awards vest over periods up to three years. The number of
shares ultimately earned for Market Awards is typically based upon our total shareholder return as compared to
the return of selected peer companies and can range between 0% and 200% of the target number of shares for
the award. The fair value of Performance Awards is based upon the closing stock price on the accounting grant
date; however, the award value may increase, or decrease based upon the outcome of the performance
conditions. Performance Awards vest over periods of up to three-years and specify a target number of shares
for the award. The recipient ultimately can receive between 0% and 200% of the target number of shares
depending upon the outcome of the performance conditions.
The following table summarizes activity involving restricted stock and restricted stock unit awards for the year
ended December 31, 2023:
Weighted-
Average
Grant Date
Number of Shares Fair Value
(in thousands)
Non-vested at December 31, 2022 27,279 $ 12.13
Granted 14,787 1.85
Vested (7,170) 10.10
Forfeited (6,844) 13.79
Non-vested at December 31, 2023 28,052 6.82
During 2023, we granted 14.8 million shares of restricted stock and restricted stock unit awards at a
weighted-average price of $1.85. During 2022, we granted 18.8 million shares of restricted stock and restricted
stock unit awards at a weighted-average price of $11.47. During 2021, we granted 13.9 million shares of restricted
stock and restricted stock unit awards at a weighted-average price of $13.95. The total fair value of restricted
stock and restricted stock unit awards that vested during 2023, 2022 and 2021, was $21 million, $98 million and
$139 million, respectively. We do not estimate forfeitures but recognize them as they occur.
Compensation Expense and Tax Benefit

For Service Awards that vest ratably over the service period, we recognize compensation expense on a
straight-line basis over the requisite service period for the entire award. For Service Awards that vest at the end
of the service period and for Market Awards, we recognize compensation expense over the service period. For
our Performance Awards, we recognize compensation expense over the service period and based upon the
expected performance outcome, until the final performance outcome is determined. Total compensation
expense for all stock-based payment arrangements for the years ended December 31, 2023, 2022 and 2021, was
$52 million, $98 million and $120 million, respectively. Our tax benefit recognized in the consolidated statements
of operations for our stock-based payment arrangements for the years ended December 31, 2023, 2022 and
2021, was $12 million, $25 million and $29 million, respectively. At December 31, 2023, there was $65 million of
total unrecognized compensation expense related to our stock-based payment arrangements, which we expect
to recognize over a weighted-average period of 1.5 years.

Appendix B
(13) (Loss) Earnings Per Common Share

Basic and diluted (loss) earnings per common share for the years ended December 31, 2023, 2022 and 2021
were calculated as follows:

2023 2022 2021
(Dollars in millions, except per share
amounts, shares in thousands)
(Loss) income (numerator)
Net (loss) income $ (10,298) (1,548) 2,033
Net (loss) income applicable to common stock for computing basic (loss) earnings
per common share (10,298) (1,548) 2,033
Net (loss) income as adjusted for purposes of computing diluted (loss) earnings
per common share $ (10,298) (1,548) 2,033
Shares (denominator):
Weighted average number of shares:
Outstanding during period 1,006,787 1,028,069 1,077,393
Non-vested restricted stock (23,706) (20,552) (17,852)
Weighted average shares outstanding for computing basic (loss) earnings per
common share 983,081 1,007,517 1,059,541
Incremental common shares attributable to dilutive securities:
Shares issuable under convertible securities — — 10
Shares issuable under incentive compensation plans — — 7,227
Number of shares as adjusted for purposes of computing diluted (loss) earnings
per common share 983,081 1,007,517 1,066,778
Basic (loss) earnings per common share $ (10.48) (1.54) 1.92
Diluted (loss) earnings per common share(1) $ (10.48) (1.54) 1.91
(1)
For the years ended December 31, 2023 and December 31, 2022, we excluded from the calculation of diluted loss per share 0.3 million and
3.8 million shares, respectively, potentially issuable under incentive compensation plans or convertible securities, as their effect, if included,
would have been anti-dilutive.
Our calculation of diluted (loss) earnings per common share excludes shares of common stock that are issuable
upon exercise of stock options when the exercise price is greater than the average market price of our common
stock. We also exclude unvested restricted stock awards that are antidilutive as a result of unrecognized
compensation cost. Such shares were 22.5 million, 13.8 million and 3.2 million for 2023, 2022 and
2021, respectively.
(14) Fair Value of Financial Instruments

Our financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable, accounts
payable, long-term debt (excluding finance lease and other obligations), interest rate swap contracts, certain
equity investments and certain indemnification obligations. Due primarily to their short-term nature, the carrying
amounts of our cash, cash equivalents, restricted cash, accounts receivable and accounts payable approximate
their fair values.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between independent and knowledgeable parties who are willing and able to transact for an
asset or liability at the measurement date. We use valuation techniques that maximize the use of observable
inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated
values based on the reliability of the inputs using the below-described fair value hierarchy.
We determined the fair values of our long-term debt, including the current portion, based on quoted market
prices where available or, if not available, based on inputs other than quoted market prices in active markets
that are either directly or indirectly observable such as discounted future cash flows using current market
interest rates.
B-74
Appendix B
The three input levels in the hierarchy of fair value measurements are defined by the FASB generally as follows:
Input Level Description of Input

Level 1 Observable inputs such as quoted market prices in active markets.
Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable.
Level 3 Unobservable inputs in which little or no market data exists.
The following table presents the carrying amounts and estimated fair values of our following financial assets and
liabilities as of December 31, 2023 and 2022:
As of December 31, 2023 As of December 31, 2022

Input Carrying Fair Carrying Fair
Level Amount Value Amount Value
(1)
Equity securities 1 $ — — 22 22
Long-term debt, excluding finance lease and other obligations 2 19,703 13,304 20,255 17,309
Indemnifications related to the sale of the Latin
American business(2) 3 86 86 86 86
(1)
For the years ended December 31, 2023 and 2022, we recognized a $22 million and a $109 million of loss on equity securities in other
(expense) income, net in our consolidated statements of operations.
(2)
Nonrecurring fair value is measured as of August 1, 2022.
Investment Held at Net Asset Value

We hold an investment in a limited partnership created as a holding company for various investments. The
limited partnership has sole discretion as to the amount and timing of distributions of the underlying assets. As
of December 31, 2023, the underlying investments held by the limited partnership were traded in active markets
and as such, we account for our investment in the limited partnership using net asset value ("NAV"). Subject to
restrictions imposed by law and other provisions of the limited partnership agreement, the general partner has
the sole discretion as to the amounts and timing of distributions of partnership assets to partners. The following
table summarizes the net asset value of our investment in this limited partnership.
As of December 31, 2023 As of December 31, 2022

Net Asset Value
Investment in limited partnership(1) $10 85
(1)
For the years ended December 31, 2023 and December 31, 2022, we recognized $75 million and $83 million of loss on investment,
respectively, reflected in other (expense) income, net in our consolidated statement of operations.
(15) Derivative Financial Instruments

From time to time, we use derivative financial instruments, primarily interest rate swaps, to manage our
exposure to fluctuations in interest rates. Our primary objective in managing interest rate risk is to decrease the
volatility of our earnings and cash flows affected by changes in the underlying rates. We have floating rate
long-term debt (see Note 7—Long-Term Debt and Credit Facilities). These obligations expose us to variability in
interest payments due to changes in interest rates. If interest rates increase, our interest expense increases.
Conversely, if interest rates decrease, our interest expense also decreases. Through their expiration on
June 30, 2022, we designated the interest rate swap agreements described below as cash flow hedges. Under
these hedges, we received variable-rate amounts from a counterparty in exchange for us making fixed-rate
payments over the lives of the agreements without exchange of the underlying notional amount. The change in
the fair value of the interest rate swap agreements was reflected in accumulated other comprehensive loss and
was subsequently reclassified into earnings in the period that the hedged transaction affected earnings by
virtue of qualifying as effective cash flow hedges. We do not use derivative financial instruments for
speculative purposes.
In 2019, we entered into variable-to-fixed interest rate swap agreements to hedge the interest on $4.0 billion
notional amount of floating rate debt. As of December 31, 2021, we evaluated the effectiveness of our remaining
hedges quantitatively and determined that hedges in effect on such dates qualified as effective hedge
relationships. All remaining hedges were expired as of December 31, 2022.

Appendix B
Amounts accumulated in accumulated other comprehensive loss related to derivatives were indirectly
recognized in earnings as periodic settlement payments were made throughout the term of the swaps.
The amount of unrealized losses recognized in accumulated other comprehensive loss consists of the following
(in millions):
Derivatives designated as hedging instruments

Cash flow hedging contracts
Year Ended December 31, 2021 $1
The amount of realized losses reclassified from accumulated other comprehensive loss to the statement of
operations consists of the following (in millions):
Derivatives designated as hedging instruments 2022 2021

Cash flow hedging contracts
Years Ended December 31, $22 83
For the year ended December 31, 2022, amounts included in accumulated other comprehensive loss at the
beginning of the period were reclassified into earnings upon the settlement of the cash flow hedging contracts
on March 31, 2022 and June 30, 2022. During the year ended December 31, 2022, $19 million of net losses on the
interest rate swaps have been reflected in our consolidated statements of operations upon settlement of the
agreements in the first half of 2022.
(16) Income Taxes

The components of the income tax expense are as follows:

2023 2022 2021
Income tax expense:
Federal
Current $ 7 838 5
Deferred (2) (332) 514
State
Current (6) 283 42
Deferred 55 (191) 72
Foreign
Current — 32 23
Deferred 7 (73) 12
Total income tax expense $ 61 557 668

2023 2022 2021
Income tax expense was allocated as follows:
Income tax expense in the consolidated statements of operations:
Attributable to income $ 61 557 668
Stockholders' equity:
Tax effect of the change in accumulated other comprehensive loss $ (21) 297 222
B-76
Appendix B
The following is a reconciliation from the statutory federal income tax rate to our effective income tax rate:

2023 2022 2021
(Percentage of pre-tax (loss) income)
Statutory federal income tax rate 21.0% 21.0% 21.0%
State income taxes, net of federal income tax benefit (0.2)% (8.8)% 3.3%
Goodwill impairment (21.9)% (68.9)% —%
Change in liability for unrecognized tax position (0.1)% (0.2)% 0.1%
Nondeductible executive stock compensation —% (0.1)% 0.2%
Change in valuation allowance 1.3% 0.9% —%
Net foreign income taxes —% 3.0% 0.6%
Research and development credits 0.1% 1.1% (0.5)%
Divestitures of businesses(1) (0.4)% (4.0)% —%
Other, net (0.4)% (0.2)% —%
Effective income tax rate (0.6)% (56.2)% 24.7%
(1)
Includes GILTI (as defined below) incurred as a result of the sale of our Latin American business.
The effective tax rate for the year ended December 31, 2023 includes a $2.2 billion unfavorable impact of a
non-deductible goodwill impairment and a $137 million favorable impact as a result of utilizing available capital
losses generated by the sale of our Latin American business in 2022. The effective tax rate for the year ended
December 31, 2022 includes a $682 million unfavorable impact of non-deductible goodwill impairments and
$128 million unfavorable impact related to incurring tax on Global Intangible Low-Tax Income ("GILTI") as a
result of the sale of our Latin American business.
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and
deferred tax liabilities were as follows:
As of December 31,
2023 2022(1)
Deferred tax assets
Post-retirement and pension benefit costs $ 659 725
Net operating loss carryforwards 794 871
Other employee benefits 23 85
Other 511 519
Gross deferred tax assets 1,987 2,200
Less valuation allowance (399) (550)
Net deferred tax assets 1,588 1,650
Deferred tax liabilities
Property, plant and equipment, primarily due to depreciation differences (3,332) (3,046)
Goodwill and other intangible assets (1,271) (1,634)
Gross deferred tax liabilities (4,603) (4,680)
Net deferred tax liability $(3,015) (3,030)
(1)
Excludes $138 million of deferred tax assets and $38 million of deferred tax liabilities related to the EMEA business sold November 1, 2023,
that were classified as held for sale as of December 31, 2022.
Of the $3.0 billion net deferred tax liability at December 31, 2023 and 2022, respectively, $3.1 billion and
$3.2 billion is reflected as a long-term liability and $112 million and $133 million is reflected as a net
noncurrent deferred tax asset, in other, net on our consolidated balance sheets at December 31, 2023 and
2022, respectively.
Income taxes receivable as of December 31, 2023 was $273 million and income taxes payable as of
December 31, 2022 was $943 million.

Appendix B
At December 31, 2023, we had federal NOLs of approximately $800 million, net of expirations from Section 382
limitations and uncertain tax positions, for U.S. federal income tax purposes. We expect to use substantially all
of these tax attributes to reduce our future federal tax liabilities, although the timing of that use will depend
upon our future earnings and future tax circumstances. Our ability to use these NOLs is subject to annual limits
imposed by Section 382. As a result, we anticipate that our cash income tax liabilities will increase in future
periods. If unused, the NOLs will expire between 2026 and 2029.
At December 31, 2023 we had state net operating loss carryforwards of $13 billion (net of uncertain tax
positions). Our ability to use these NOLs is subject to annual limits imposed by Section 382.
We establish valuation allowances when necessary to reduce the deferred tax assets to amounts we expect to
realize. As of December 31, 2023, we established a valuation allowance of $399 million as it is more likely than
not that this amount of net operating loss will not be utilized prior to expiration. Our valuation allowance at
December 31, 2023 and 2022 is primarily related to NOL carryforwards. This valuation allowance decreased by
$151 million during 2023, primarily due to the impact of utilization of available capital losses.
A reconciliation of the change in our gross unrecognized tax benefits (excluding both interest and any related
federal benefit) from January 1 to December 31 for 2023 and 2022 is as follows:
2023 2022
Unrecognized tax benefits at beginning of year $ 1,318 1,375
Decrease in tax positions of prior periods netted against deferred tax assets (411) (661)
(Decrease) increase in tax positions taken in the current year (73) 634
Increase (decrease) in tax positions taken in the prior year 752 (3)
Decrease due to payments/settlements (1) —
Decrease from the lapse of statute of limitations (52) —
Decrease related to divestitures of businesses (109) (27)
Unrecognized tax benefits at end of year $1,424 1,318
As of December 31, 2023 the total amount of unrecognized tax benefits that, if recognized, would impact the
effective income tax rate was $280 million. The unrecognized tax benefits also includes tax positions that, if
recognized, would result in adjustments to other tax accounts, primarily deferred taxes, that would not impact
the effective tax rate but could impact cash tax amounts payable to taxing authorities.
Our policy is to reflect interest expense associated with unrecognized tax benefits in income tax expense. We
had accrued interest (presented before related tax benefits) of approximately $100 million and $26 million at
December 31, 2023 and 2022, respectively.
We, or at least one of our subsidiaries, file income tax returns in the U.S. federal jurisdiction and various states
and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or
non-U.S. income tax examinations by tax authorities for years before 2004. The Internal Revenue Service and
state and local taxing authorities reserve the right to audit any period where net operating loss carryforwards
are available.
Based on our current assessment of various factors, including (i) the potential outcomes of these ongoing
examinations, (ii) the expiration of statute of limitations for specific jurisdictions, (iii) the negotiated settlement
of certain disputed issues, and (iv) the administrative practices of applicable taxing jurisdictions, it is reasonably
possible that the related unrecognized tax benefits for uncertain tax positions previously taken may decrease by
up to $676 million within the next 12 months. The actual amount of such decrease, if any, will depend on several
future developments and events, many of which are outside our control.
In August 2022, the Inflation Reduction Act was signed into law and which, among other things, implemented a
corporate alternative minimum tax (“CAMT”) on adjusted financial statement income effective for tax periods
occurring after December 31, 2022. The CAMT had no material impact on our financial results as of
December 31, 2023. In addition, the Organization for Economic Co-operation and Development has issued Pillar
Two model rules introducing a new global minimum tax of 15% intended to be effective on January 1, 2024.
While the US has not yet adopted the Pillar Two rules, various other governments around the world are enacting
legislation, some of which are effective for tax periods after December 31, 2023. While the global minimum tax
will increase our administrative and compliance burdens, it is expected to have an immaterial impact to our
B-78
Appendix B
(17) Segment Information

We report our results within two segments: Business and Mass Markets.
Under our Business segment we provide products and services to meet the needs of our enterprise and
wholesale customers under four distinct sales channels: Large Enterprise, Mid-Market Enterprise, Public Sector
and Wholesale. For Business segment revenue, we report the following product categories: Grow, Nurture,
Harvest and Other, in each case through the sales channels outlined above. The Business segment included the
results of our Latin American, ILEC and EMEA businesses prior to their sales on August 1, 2022, October 3, 2022
and November 1, 2023, respectively.
Under our Mass Markets Segment, we provide products and services to residential and small business
customers. We report the following product categories: Fiber Broadband, Other Broadband and Voice and
Other. The Mass Markets segment included the results of our ILEC business prior to its sale on October 3, 2022.
See detailed descriptions of these product and service categories in Note 4—Revenue Recognition.
As described in more detail below, our segments are managed based on the direct costs of providing services to
their customers and directly associated selling, general and administrative costs (primarily salaries and
commissions). Shared costs are managed separately and included in "other unallocated expense" in the table
included below "—Revenue and Expenses". As referenced above, we reclassified certain prior period amounts to
conform to the current period presentation. See Note 1—Background and Summary of Significant Accounting
Policies for additional detail on these changes.
The following tables summarize our segment results for 2023, 2022 and 2021 based on the segment
categorization we were operating under at December 31, 2023.

Business Mass Markets
Segment revenue $ 11,535 3,022
Segment expense
Cost of services and products 3,138 92
Selling, general and administrative 1,232 1,341
Total expense 4,370 1,433
Total segment adjusted EBITDA $ 7,165 1,589

Segment revenue $13,041 4,437
Segment expense

Segment revenue $ 14,119 5,568
Segment expense

Appendix B
Revenue and Expenses

Our segment revenue includes all revenue from our two segments as described in more detail above. Our
segment revenue is based upon each customer's classification. We report our segment revenue based upon all
services provided to that segment's customers. Our segment expenses include specific cost of service expenses
incurred as a direct result of providing services and products to segment customers, along with selling, general
and administrative expenses that are directly associated with specific segment customers or activities. We have
not allocated assets or debt to specific segments.
The following items are excluded from our segment results, because they are centrally managed and not
monitored by or reported to our chief operating decision maker by segment:
• network expenses not incurred as a direct result of providing services and products to segment customers
and centrally managed expenses such as Finance, Human Resources, Legal, Marketing, Product Management
and IT, all of which are reported as "other unallocated expense" in the table below;
• depreciation and amortization expense;
• goodwill or other impairments;
• interest expense;
• stock-based compensation; and
• other income and expense items.
The following table reconciles total segment adjusted EBITDA to net (loss) income for the years ended
December 31, 2023, 2022 and 2021:

2023 2022 2021
Total segment adjusted EBITDA $ 8,754 11,259 13,088
Depreciation and amortization (2,985) (3,239) (4,019)
Goodwill impairment (10,693) (3,271) —
Other unallocated expense (4,608) (4,556) (4,664)
Stock-based compensation (52) (98) (120)
Operating (loss) income (9,584) 95 4,285
Total other expense, net (653) (1,086) (1,584)
(Loss) income before income taxes (10,237) (991) 2,701
Net (loss) income $ (10,298) (1,548) 2,033
We do not have any single customer that comprises more than 10% of our consolidated total operating revenue.
The assets we hold outside of the U.S. represent less than 10% of our total assets. Revenue from sources outside
of the U.S. comprises less than 10% of our total operating revenue.
(18) Commitments, Contingencies and Other Items

We are subject to various claims, legal proceedings and other contingent liabilities, including the matters
described below, which individually or in the aggregate could materially affect our financial condition, future
results of operations or cash flows. As a matter of course, we are prepared to both litigate these matters to
judgment as needed, as well as to evaluate and consider reasonable settlement opportunities.
We review our litigation accrual liabilities on a quarterly basis, but in accordance with applicable accounting
guidelines only establish accrual liabilities when losses are deemed probable and reasonably estimable and only
revise previously-established accrual liabilities when warranted by changes in circumstances, in each case based
on then-available information. As such, as of any given date we could have exposure to losses under
proceedings as to which no liability has been accrued or as to which the accrued liability is inadequate. Subject
to these limitations, at December 31, 2023 and December 31, 2022, we had accrued $84 million and $88 million,
respectively, in the aggregate for our litigation and non-income tax contingencies, which is included in other
current liabilities or other liabilities in our consolidated balance sheet as of such date. We cannot at this time
estimate the reasonably possible loss or range of loss in excess of this $84 million accrual due to the inherent
B-80
Appendix B
uncertainties and speculative nature of contested proceedings. The establishment of an accrual does not mean
that actual funds have been set aside to satisfy a given contingency. Thus, the resolution of a particular
contingency for the amount accrued could have no effect on our results of operations but nonetheless could
have an adverse effect on our cash flows.
In this Note, when we refer to a class action as "putative" it is because a class has been alleged, but not certified,
in that matter.
Principal Proceedings
Shareholder Class Action Suits

Lumen and certain Lumen Board of Directors members and officers were named as defendants in a putative
shareholder class action lawsuit filed on June 12, 2018 in the Boulder County District Court of the state of
Colorado, captioned Houser et al. v. CenturyLink, et al. The complaint asserted claims on behalf of a putative
class of former Level 3 shareholders who became CenturyLink, Inc. shareholders as a result of our acquisition of
Level 3. It alleged that the proxy statement provided to the Level 3 shareholders failed to disclose various
material information of several kinds, including information about strategic revenue, customer loss rates, and
customer account issues, among other items. The complaint seeks damages, costs and fees, rescission,
rescissory damages, and other equitable relief. In May 2020, the court dismissed the complaint. Plaintiffs
appealed that decision, and in March 2022, the appellate court affirmed the district court's order in part and
reversed it in part. It then remanded the case to the district court for further proceedings. Plaintiff filed an
amended complaint, and we filed a motion to dismiss. The court granted our motion to dismiss and the plaintiffs
have appealed that dismissal.
On March 3, 2023, a purported shareholder of Lumen filed a putative class action complaint captioned Voigt v.
Lumen Technologies, Inc., et al., Case 3:23-cv-00286-TAD-KDM, in the U.S. District Court for the Western
District of Louisiana. The complaint alleges that Lumen and certain of its current or former officers violated the
federal securities laws by omitting or misstating material information related to Lumen’s expansion of its
Quantum Fiber business. The complaint seeks money damages, attorneys’ fees and costs, and other relief.
On September 15, 2023, a purported shareholder of Lumen filed a putative class action complaint captioned
McLemore v. Lumen Technologies, Inc., et al., Case 3:23-cv-01290, in the U.S. District Court for the Western
District of Louisiana. The complaint alleges that Lumen and certain of its current or former officers violated the
federal securities laws by omitting or misstating material information related to Lumen’s responsibility for
environmental degradation allegedly caused by the lead sheathing of certain telecommunications cables. The
complaint seeks money damages, attorneys’ fees and costs, and other relief.
State Tax Suits

Since 2012, a number of Missouri municipalities have asserted claims in the Circuit Court of St. Louis County,
Missouri, alleging that we and several of our subsidiaries have underpaid taxes. These municipalities are seeking,
among other things, declaratory relief regarding the application of business license and gross receipts taxes and
back taxes from 2007 to the present, plus penalties and interest. In a February 2017 ruling in connection with
one of these pending cases, the court entered an order awarding the plaintiffs $4 million and broadening the tax
base on a going-forward basis. We appealed that decision to the Missouri Supreme Court. In December 2019, it
affirmed the circuit court's order in some respects and reversed it in others, remanding the case to the circuit
court for further proceedings. The Missouri Supreme Court's decision reduced our exposure in the case. In a
June 2021 ruling in one of the pending cases, another trial court awarded the cities of Columbia and Joplin
approximately $55 million, plus statutory interest. On appeal, the Missouri Court of Appeals affirmed in part and
reversed in part, vacated the judgment and remanded the case to the trial court with instructions for further
proceedings consistent with the Missouri Supreme Court's decision. We continue to vigorously defend against
these claims.
Billing Practices Suits

In June 2017, a former employee filed an employment lawsuit against us claiming that she was wrongfully
terminated for alleging that we charged some of our retail customers for products and services they did not
authorize. Thereafter, based in part on the allegations made by the former employee, several legal proceedings
were filed, including consumer class actions in federal and state courts, a series of securities investor class
actions in federal courts and several shareholder derivative actions in federal and Louisiana state courts. The
derivative cases were brought on behalf of CenturyLink, Inc. against certain current and former officers and
directors of the Company and seek damages for alleged breaches of fiduciary duties.

Appendix B
The consumer class actions, the securities investor class actions, and the federal derivative actions were
transferred to the U.S. District Court for the District of Minnesota for coordinated and consolidated pretrial
proceedings as In Re: CenturyLink Sales Practices and Securities Litigation. We have settled the consumer and
securities investor class actions and the derivative actions.
We have engaged in discussions regarding related claims with a number of state attorneys general, and have
entered into agreements settling certain of the consumer practices claims asserted by state attorneys general.
While we do not agree with allegations raised in these matters, we have been willing to consider reasonable
settlements where appropriate.
December 2018 Outage Proceedings

We experienced an outage on one of our transport networks that impacted voice, IP, 911, and transport services
for some of our customers between the 27th and 29th of December 2018. We believe that the outage was
caused by a faulty network management card from a third-party equipment vendor.
The FCC and four states (both Washington Utilities and Transportation Commission ("WUTC") and the
Washington Attorney General; the Montana Public Service Commission; the Nebraska Public Service
Commission; and the Wyoming Public Service Commission) initiated formal investigations. In November 2020,
following the FCC's release of a public report on the outage, we negotiated a settlement which was released by
the FCC in December 2020. The amount of the settlement was not material to our financial statements.
In December 2020, the Staff of the WUTC filed a complaint against us based on the December 2018 outage,
seeking penalties of approximately $7 million for alleged violations of Washington regulations and laws. The
Washington Attorney General's office sought penalties of $27 million. Following trial before the WUTC, it issued
an order in June 2023 penalizing us for approximately $1 million. We and the Washington Attorney General's
office have both filed for reconsideration. Those motions are pending.
Latin American Tax Litigation and Claims

In connection with the 2022 divestiture of our Latin American business, the purchaser assumed responsibility for
the Peruvian tax litigation and Brazilian tax claims described in our prior periodic reports filed with the SEC.
We agreed to indemnify the purchaser for amounts paid in respect of the Brazilian tax claims. The value of this
indemnification is included in the indemnification amount as disclosed in Note 14—Fair Value of
Financial Instruments.
Huawei Network Deployment Investigations

Lumen has received requests from the following federal agencies for information relating to the use of
equipment manufactured by Huawei Technologies Company ("Huawei") in Lumen’s networks.
• DOJ. Lumen has received a civil investigative demand from the U.S. Department of Justice in the course of a
False Claims Act investigation alleging that Lumen Technologies, Inc. and Lumen Technologies Government
Solutions, Inc. failed to comply with the requirements in federal contracts concerning their use of
Huawei equipment.
• FCC. The FCC’s Enforcement Bureau issued a Letter of Inquiry to Lumen Technologies, Inc. regarding its
written certifications to the FCC that Lumen has complied with FCC rules governing the use of resources
derived from the High Cost Program, Lifeline Program, Rural Health Care Program, E-Rate Program,
Emergency Broadband Benefit Program, and the Affordable Connectivity Program. Under these programs,
federal funds may not be used to facilitate the deployment or maintenance of equipment or services provided
by Huawei, a company that the FCC has determined poses a national security threat to the integrity of
communications networks or the communications supply chain.
• Team Telecom. The Committee for the Assessment of Foreign Participation in the United States
Telecommunications Service Sector (comprised of the U.S. Attorney General, and the Secretaries of the
Department of Homeland Security, and the Department of Defense), commonly referred to as Team
Telecom, issued questions and requests for information relating to Lumen’s FCC licenses and its use of
Huawei equipment.
We are cooperating with the investigations.
B-82
Appendix B
Marshall Fire Litigation

On December 30, 2021, a wildfire referred to as the Marshall Fire ignited near Boulder, Colorado. The Marshall
Fire killed two people, and it burned thousands of acres, including entire neighborhoods. Approximately 300
lawsuits naming various defendants and asserting various claims for relief have been filed. To date, three of
those name our affiliate Qwest Corporation as being at fault: Allstate Fire and Casualty Insurance Company,
et al., v. Qwest Corp., et al., Case No. 2023-cv-3048, and Wallace, et al. v, Qwest Corp., et al, Case No.
2023-cv-30488, both of which have been consolidated with Kupfner et al v Public Service Company of
Colorado, et al. Case No. 2022-cv-30195. The consolidated proceeding is pending in Colorado District Court,
Boulder, Colorado, Preliminary estimates of potential damage claims exceed $2 billion. Qwest is vigorously
defending the claims.
911 Surcharge
In June 2021, the Company was served with a complaint filed in the Santa Fe County District Court by Phone
Recovery Services, LLC (“PRS”), acting on behalf of the State of New Mexico. The complaint claims Qwest
Corporation and CenturyTel of the Southwest have violated the New Mexico Fraud Against Taxpayers Act since
2004 by failing to bill, collect and remit certain 911 surcharges from customers. Through pre-trial proceedings,
the Court has narrowed the issues to be resolved by jury, ruling that Lumen bears the burden of proving that its
actions were reasonable or known and approved by the State. Qwest is defending the New Mexico claims
vigorously, as it has done successfully with other 911 claims involving PRS in other states.
Other Proceedings, Disputes and Contingencies

From time to time, we are involved in other proceedings incidental to our business, including patent
infringement allegations, regulatory hearings relating primarily to our rates or services, actions relating to
employee claims, various tax issues, environmental law issues, grievance hearings before labor regulatory
agencies and miscellaneous third-party tort actions or commercial disputes.
We are currently defending several patent infringement lawsuits asserted against us by non-practicing entities,
many of which are seeking substantial recoveries. These cases have progressed to various stages and one or
more may go to trial within the next twelve months if they are not otherwise resolved. Where applicable, we are
seeking full or partial indemnification from our vendors and suppliers. As with all litigation, we are vigorously
defending these actions and, as a matter of course, are prepared to litigate these matters to judgment, as well as
to evaluate and consider all reasonable settlement opportunities.
We are subject to various foreign, federal, state and local environmental protection and health and safety laws.
From time to time, we are subject to judicial and administrative proceedings brought by various governmental
authorities under these laws. Several such proceedings are currently pending, but none is reasonably expected
to exceed $300,000 in fines and penalties. In addition, in the past we acquired companies that had installed
lead-sheathed cables several decades earlier, or had operated certain manufacturing companies in the first part
of the 1900s. Under applicable environmental laws, we could be named as a potentially responsible party for a
share of the remediation of environmental conditions arising from the historical operations of our predecessors.
The outcome of these other proceedings described under this heading is not predictable. However, based on
current circumstances, we do not believe that the ultimate resolution of these other proceedings, after
considering available defenses and any insurance coverage or indemnification rights, will have a material
adverse effect on us.
The matters listed in this Note do not reflect all of our contingencies. The ultimate outcome of the
above-described matters may differ materially from the outcomes anticipated, estimated, projected or implied
by us in certain of our statements appearing above in this Note, and proceedings currently viewed as immaterial
by us may ultimately materially impact us.

Appendix B
Right-of-Way
At December 31, 2023, our future rental commitments and Right-of-Way ("ROW") agreements were as follows:
Future Rental
Commitments and ROW
Agreements
2024 $ 184
2025 64
2026 60
2027 59
2028 51
2029 and thereafter 676
Total future minimum payments $1,094
Purchase Commitments
We have several commitments primarily for marketing activities and support services from a variety of vendors
to be used in the ordinary course of business totaling $1.0 billion at December 31, 2023. Of this amount, we
expect to purchase $403 million in 2024, $378 million in 2025 through 2026, $78 million in 2027 through 2028
and $127 million in 2029 and thereafter. These amounts do not represent our entire anticipated purchases in the
future, but represent only those items for which we were contractually committed as of December 31, 2023.
(19) Other Financial Information
Other Current Assets

The following table presents details of other current assets reflected in our consolidated balance sheets:
As of December 31,
2023 2022(1)
Prepaid expenses $ 395 319
Income tax receivable 273 —
Materials, supplies and inventory 209 236
Contract assets 19 20
Contract acquisition costs 107 123
Contract fulfillment costs 102 100
Other 14 5
Total other current assets $ 1,119 803
(1)
Excludes $59 million of other current assets related to the EMEA business sold on November 1, 2023 that were classified as held for sale as
of December 31, 2022.
Included in accounts payable at December 31, 2023 and 2022 were $274 million and $265 million, respectively,
associated with capital expenditures.
(20) Repurchases of Lumen Common Stock

During the fourth quarter of 2022, our Board of Directors authorized a two-year program to repurchase up to an
aggregate of $1.5 billion of our outstanding common stock. During the year ended December 31, 2023, we did
not repurchase any shares of our outstanding common stock under this program. During the year ended
December 31, 2022, we repurchased under this program 33 million shares of our outstanding common stock in
the open market for an aggregate market price of $200 million, or an average purchase price of $6.07 per share.
All repurchased common stock has been retired. As a result, common stock and additional paid-in capital were
reduced as of December 31, 2022 by $33 million and $167 million, respectively.
B-84
Appendix B
On August 3, 2021, our Board of Directors authorized a 24-month program to repurchase up to an aggregate of
$1.0 billion of our outstanding common stock. During the year ended December 31, 2021, we repurchased under
this program 80.9 million shares of our outstanding common stock in the open market for an aggregate market
price of $1.0 billion, or an average purchase price of $12.36 per share, thereby fully exhausting the program. All
repurchased common stock has been retired. As a result, common stock and additional paid-in capital were
reduced as of December 31, 2021 by $81 million and $919 million, respectively.
Any repurchases made in 2024 or thereafter will be subject to a non-deductible 1% excise tax on the fair market
value of the stock under the Inflation Reduction Act of 2022.
(21) Accumulated Other Comprehensive Loss
Information Relating to 2023

The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated
balance sheet by component for the year ended December 31, 2023:
Foreign
Currency
Post- Translation
Pension Retirement Adjustment
Plans Benefit Plans and Other Total
Balance at December 31, 2022 $ (985) 308 (422) (1,099)
Other comprehensive loss before reclassifications (110) (11) (1) (122)
Amounts reclassified from accumulated other comprehensive loss 50 (21) 382 411
Net current-period other comprehensive (loss) income (60) (32) 381 289
Balance at December 31, 2023 $ (1,045) 276 (41) (810)
The table below presents further information about our reclassifications out of accumulated other
comprehensive loss by component for the year ended December 31, 2023:
(Decrease)
Increase Affected Line Item in Consolidated
in Net Loss Statement of Operations
Year Ended December 31, 2023 (Dollars in millions)
(1)
Amortization of pension & post-retirement plans
Net actuarial loss $ 82 Other (expense) income, net
Prior service cost (15) Other (expense) income, net
Total before tax 67
Income tax benefit (16) Income tax expense
Net of tax $ 51

Appendix B
Reclassification out
of Accumulated
Other Affected line item in Consolidated
Comprehensive Balance Sheets and Consolidated
Year Ended December 31, 2023 Loss Statement of Operations
Reclassification of realized loss on foreign currency translation
to valuation allowance within assets held for sale(2) $ 389 Assets held for sale
Reclassification of realized loss on foreign currency translation
to loss on sale of business(3) (7) Net loss (gain) on sale of businesses
Subtotal reclassification of realized loss on foreign currency 382
Reclassification of net actuarial loss to valuation allowance
within assets held for sale(2) (24) Assets held for sale
Reclassification of net actuarial gain to loss on sale of
business(3) 2 Net loss (gain) on sale of businesses
Subtotal reclassification of net actuarial loss (22)
Income tax benefit — Income tax expense
Net of tax $ 360
(1)
See Note 11—Employee Benefits for additional information on our net periodic benefit (expense) income related to our pension and post-
retirement plans.
(2)
Recognized in net income through net loss (gain) on sale of business for the year ended December 31, 2022 and included in our valuation
allowance in assets held for sale as of December 31, 2022.
(3)
(Decrease) increase to net loss for the year ended December 31, 2023.
Information Relating to 2022

The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated
balance sheet by component for the year ended December 31, 2022:
Foreign
Currency
Post- Translation
Pension Retirement Adjustment Interest
Plans Benefit Plans and Other Rate Swap Total
Balance at December 31, 2021 $ (1,577) (164) (400) (17) (2,158)
Other comprehensive income (loss) before
reclassifications 98 473 (134) — 437
Amounts reclassified from accumulated other
comprehensive loss 494 (1) 112 17 622
Net current-period other comprehensive income (loss) 592 472 (22) 17 1,059
Balance at December 31, 2022 $ (985) 308 (422) — (1,099)
B-86
Appendix B
The table below presents further information about our reclassifications out of accumulated other
comprehensive loss by component for the year ended December 31, 2022:
(Decrease) Increase Affected Line Item in Consolidated

in Net Loss Statement of Operations
Year Ended December 31, 2022 (Dollars in millions)
Interest rate swap $ 22 Interest expense
Net of tax $ 17
Amortization of pension & post-retirement plans(1)

Net actuarial loss $ 121 Other (expense) income, net
Settlement charge (2) Other (expense) income, net
Reclassification of net actuarial loss and prior service
credit to gain on the sale of business 539 Net loss (gain) on sale of businesses
Total before tax 658
Net of tax $ 493
Reclassification of realized loss on foreign currency

translation to loss (gain) on sale of businesses $ 112 Net loss (gain) on sale of businesses
Income tax benefit — Income tax expense
Net of tax $ 112
(1)
See Note 11—Employee Benefits for additional information on our net periodic benefit (expense) income related to our pension and post-
retirement plans.
(22) Labor Union Contracts

As of December 31, 2023, approximately 21% of our employees were represented by the Communications
Workers of America ("CWA") or the International Brotherhood of Electrical Workers ("IBEW"). None of our
collective bargaining agreements were in expired status as of December 31, 2023. Approximately 2% of our
represented employees are subject to collective bargaining agreements that are scheduled to expire over the 12
month period ending December 31, 2024.
(23) Dividends
On November 2, 2022, we announced that our Board had terminated our quarterly cash dividend program; as a
result no dividends were declared and paid in 2023.
Our Board of Directors declared the following dividends payable in 2022:
Dividend
Record Date Per Share Total Amount Payment Date
Date Declared (in millions)
August 18, 2022 8/30/2022 $0.25 $253 9/9/2022
May 19, 2022 5/31/2022 0.25 253 6/10/2022
February 24, 2022 3/8/2022 0.25 253 3/18/2022
The declaration of dividends is solely at the discretion of our Board of Directors.

Appendix B
(24) Subsequent Events
Transaction Support Agreement

On January 22, 2024, the Company, Level 3, Qwest and a group of creditors holding a majority of our
consolidated debt (the "TSA Parties") amended and restated the transaction support agreement that we
originally entered into with a subset of the TSA Parties on October 31, 2023 (as amended and restated, the
“Transaction Support Agreement”).
The Transaction Support Agreement defines the parties’ commitments to effect a series of transactions (the
“TSA Transactions”) set forth in the term sheet attached thereto (the “Term Sheet”). Among other things and
subject to the terms and conditions set forth therein, the Transaction Support Agreement, including the Term
Sheet, contemplates:
• the incurrence by Level 3 of $1.325 billion in new money long term senior secured first lien indebtedness,
which indebtedness will be backstopped by certain of the consenting lenders;
• a new revolving credit facility at Lumen in an amount expected to be approximately $1 billion;
• the extension of maturities, covenant modifications and rate increases of certain secured and unsecured
indebtedness at the Company and Level 3 through a series of exchanges and other debt transactions with
certain consenting lenders as set forth in the Term Sheet; and
• the repayment of certain indebtedness of the Company and Qwest.
The outside date for completion of the TSA Transactions under the Transaction Support Agreement is
February 29, 2024, which the Company may unilaterally extend at its discretion to March 31, 2024. The
Company expects to consummate the TSA Transactions in the first quarter of 2024, subject to the satisfaction
of remaining closing conditions.
Following consummation of the TSA Transactions, the Company may assess potential follow-on transactions
with respect to non-participating creditors.
Additional information about the Transaction Support Agreement and the TSA Transactions is available in our
Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2024, and
Exhibit 10.16 to this annual report.
Tax Refund
During the year ended December 31, 2023 we requested a U.S. Federal income tax refund of approximately
$900 million. We applied approximately $200 million of that refund to pay our 2023 estimated taxes and, in
January 2024, we received a cash refund of approximately $729 million, including interest.
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Appendix C
2024 Equity Incentive Plan
of
1. Purpose. The purpose of the 2024 Equity Incentive Plan (the “Plan”) of Lumen Technologies, Inc. (“Lumen”)
is to increase shareholder value and to advance the interests of Lumen and its subsidiaries (collectively, the
“Company”) by furnishing stock-based economic incentives (the “Incentives”) designed to attract, retain,
reward, and motivate the Company’s key employees, officers, directors, consultants, and advisors and to
strengthen the mutuality of interests between such persons and Lumen’s shareholders. Incentives consist of
opportunities to purchase or receive shares of common stock, $1.00 par value per share, of Lumen (the
“Common Stock”) or cash valued in relation to Common Stock, on terms determined under this Plan. As used in
this Plan, the term “subsidiary” means any corporation, limited liability company, or other entity of which Lumen
owns (directly or indirectly) within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (the “Code”), 50% or more of the total combined voting power of all classes of stock, membership
interests, or other equity interests issued thereby.
2. Administration.
2.1 Composition. This Plan shall generally be administered by the Human Resources and Compensation
Committee of the Board of Directors of Lumen (the “Board”) or by a subcommittee thereof (such administrator,
as used in this Plan, the “Committee”). The Committee shall consist of not fewer than two members of the
Board, each of whom shall qualify as a “non-employee director” under Rule 16b-3 under the Securities Exchange
Act of 1934 (the “1934 Act”) or any successor rule.
2.2 Authority. The Committee shall have plenary authority to award Incentives under this Plan and to
enter into agreements with or provide notices to participants as to the terms of the Incentives (collectively, the
“Incentive Agreements”). The Committee shall have the general authority to interpret this Plan, to establish any
rules or regulations relating to this Plan that it determines to be appropriate, and to make any other
determination that it believes necessary or advisable for the proper administration of this Plan. Committee
decisions regarding matters relating to this Plan shall be final, conclusive, and binding on the Company,
participants, and all other interested persons. The Committee may delegate its authority hereunder to the extent
provided in Section 3.2.
3. Eligible Participants.
3.1 Eligibility. Key employees, officers, and directors of the Company and persons providing services as
consultants or advisors to the Company shall become eligible to receive Incentives under the Plan when
designated by the Committee.
3.2 Delegation of Authority. With respect to participants not subject to Section 16 of the 1934 Act, the
Committee may delegate to Lumen’s chief executive officer and/or one or more of the Company’s executive
officers (collectively, the “Executive Officers”), its authority to designate participants, to determine the size and
type of Incentives to be received by those participants, to determine any performance objectives for these
participants, and to approve or authorize the form of Incentive Agreement governing such Incentives. Following
any grants of Incentives pursuant to such delegated authority, the Executive Officers or any Company officer
designated by the Executive Officers may exercise any powers of the Committee under this Plan to accelerate
vesting or exercise periods, to terminate restricted periods, to waive compliance with specified provisions, or to
otherwise make determinations contemplated hereunder with respect to those participants; provided, however,
that (a) the Executive Officers may only grant options at a per share exercise price equal to or greater than the
Fair Market Value (as defined in Section 12.10) of a share of Common Stock on the later of the date the officer
approves such grant or the date the participant commences employment and (b) the Committee retains sole
authority to make any of the determinations set forth in Section 5.4, 12.10 or Section 11 of this Plan.
2023 ANNUAL REPORT 2024 PROXY STATEMENT C-1

Appendix C
4. Types of Incentives. Incentives may be granted under this Plan to eligible participants in the forms of (a)
incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights (“SARs”), (d) restricted
stock, (e) restricted stock units (“RSUs”), and (f) Other Stock-Based Awards (as defined in Section 10).
5. Shares Subject to the Plan.
5.1 Number of Shares. Subject to the provisions of Section 5.2 and adjustment as provided in
Section 5.4, the maximum number of shares of Common Stock that may be delivered to participants and their
permitted transferees under this Plan shall be 43,000,000. Upon approval of this Plan by the Company’s
shareholders, the Company will cease granting Incentives under the Company’s Second Amended and Restated
2018 Equity Incentive Plan (the “Prior Plan”) and any shares of Common Stock remaining available for grant
under the Prior Plan may not be used for Incentives under this Plan.
5.2 Share Counting. Subject to adjustment as provided in Section 5.4:
(a) All of the shares of Common Stock authorized and reserved under the Plan may be issued
upon exercise of stock options intended to qualify as incentive stock options under Section 422 of
the Code.
(b) Any shares of Common Stock subject to an Incentive granted under this Plan that is
subsequently canceled, forfeited, or expires prior to exercise or realization, whether in full or in part,
shall be available again for issuance or delivery under the Plan. Any shares of Common Stock subject to
an Incentive granted under the Prior Plan (including Incentives granted under the Lumen Technologies,
Inc. 2018 Equity Incentive Plan and the first amendment and restatement thereof) that, after the date
this Plan is first approved by shareholders, is cancelled, forfeited, or expires prior to exercise or
realization, whether in full or in part, shall be available for issuance or delivery under this Plan.
Notwithstanding the foregoing, shares subject to an Incentive shall not be available again for issuance or
delivery under this Plan if such shares were (a) tendered in payment of the exercise or base price of a
stock option or stock-settled SAR; (b) covered by, but not issued upon settlement of, stock-settled
SARs; or (c) delivered or withheld by the Company to satisfy any tax withholding obligation related to a
stock option or stock-settled SAR.
(c) If an Incentive, by its terms, may be settled only in cash, then the grant, vesting, payout,
settlement, or forfeiture of such Incentive shall have no impact on the number of shares available for
grant under the Plan.
5.3 Participant Limits. Subject to adjustment as provided in Section 5.4, a limit of $1,000,000 per
calendar year applies to the sum of all cash and Incentives and other compensation granted to a
non-management director of Lumen, although the maximum value of the Incentives that may be granted under
the Plan during any single calendar year may not exceed $500,000 of such annual limit. Incentives shall be
valued at the Fair Market Value on the date of grant for purposes of this Section 5.3.
5.4 Adjustment.
(a) In the event of any recapitalization, reclassification, stock dividend, stock split, combination of
shares or other comparable change in the Common Stock, all limitations on numbers of shares of
Common Stock provided in this Section 5 and the number of shares of Common Stock subject to
outstanding Incentives shall be equitably adjusted in proportion to the change in outstanding shares of
Common Stock. In addition, in the event of any such change in the Common Stock, the Committee shall
make any other adjustment that it determines to be equitable, including adjustments to the exercise
price of any option or the Base Price (defined in Section 7.5) of any SAR and any per share performance
objectives of any Incentive in order to provide participants with the same relative rights before and after
such adjustment.
(b) If the Company merges, consolidates, sells substantially all of its assets, or dissolves, and such
transaction is not a Change of Control as defined in Section 11 (each of the foregoing, a “Fundamental
Change”), then thereafter, upon any exercise or payout of an Incentive granted prior to the
Fundamental Change, the participant shall be entitled to receive (i) in lieu of shares of Common Stock
previously issuable thereunder, the number and class of shares of stock or securities to which the
participant would have been entitled pursuant to the terms of the Fundamental Change if, immediately
prior to such Fundamental Change, the participant had been the holder of record of the number of
shares of Common Stock subject to such Incentive or (ii) in lieu of payments based on the Common
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Stock previously payable thereunder, payments based on any formula that the Committee determines
to be equitable in order to provide participants with substantially equivalent rights before and after the
Fundamental Change. In the event any such Fundamental Change causes a change in the outstanding
Common Stock, the aggregate number of shares available under the Plan may be appropriately adjusted
by the Committee in its sole discretion, whose determination shall be conclusive.
5.5 Type of Common Stock. Common Stock issued under the Plan may be authorized and unissued
shares or issued shares held as treasury shares.
5.6 Minimum Vesting Requirements. Except for any Incentives that are issued in payment of cash
amounts earned under the Company’s short-term incentive program, Incentives under the Plan must be granted
with a minimum vesting period of at least one year without providing for incremental vesting during such
one-year period, except that up to 5% of the shares of Common Stock reserved for issuance under the Plan may
have a vesting period or restricted period, as applicable, of less than one year.
5.7 Dividends and Dividend Equivalent Rights. Incentives granted under this Plan in the form of stock
options and SARs may not be granted with dividend or dividend equivalent rights. Subject to the terms and
conditions of this Plan and the applicable Incentive Agreement, as well as any procedures established by the
Committee, the Committee may determine to pay dividends or dividend equivalents, as applicable, on Incentives
granted under this Plan in the form of restricted stock, RSUs, or Other Stock Based Awards. In the event that the
Committee grants dividend equivalent rights, the Company shall establish an account for the participant and
reflect in that account any securities, cash, or other property comprising any dividend or property distribution
with respect to each share of Common Stock underlying each Incentive. For any Incentives granted under this
Plan with dividend or dividend equivalent rights, such dividends or dividend equivalent rights shall vest and pay
out or be forfeited in tandem with underlying Incentives rather than during the vesting period.
6. Stock Options. A stock option is a right to purchase shares of Common Stock from Lumen. Stock options
granted under the Plan may be incentive stock options (as such term is defined in Section 422 of the Code) or
non-qualified stock options. Any option that is designated as a non-qualified stock option shall not be treated as
an incentive stock option. Each stock option granted by the Committee under this Plan shall be subject to the
following terms and conditions:
6.1 Price. The exercise price per share shall be determined by the Committee, subject to adjustment
under Section 5.4; provided that in no event shall the exercise price be less than the Fair Market Value (as
defined in Section 12.10) of a share of Common Stock as of the date of grant, except in the case of a stock
option granted in assumption of or substitution for an outstanding award of a company acquired by the
Company or with which the Company combines. In the event that an option grant is approved by the
Committee, but is to take effect on a later date, such as when employment or service commences, such later
date shall be the date of grant.
6.2 Number. The number of shares of Common Stock subject to the option shall be determined by the
Committee, subject to Section 5, including, but not limited to, any adjustment as provided in Section 5.4.
6.3 Duration and Time for Exercise. The term of each stock option shall be determined by the
Committee, but shall not exceed a maximum term of ten years. Subject to Section 5.6, each stock option shall
become exercisable at such time or times during its term as determined by the Committee and provided for in
the Incentive Agreement. Notwithstanding the foregoing, the Committee may accelerate the exercisability of
any stock option at any time.
6.4 Manner of Exercise. A stock option may be exercised, in whole or in part, by giving written notice
to the Company, specifying the number of shares of Common Stock to be purchased. The exercise notice shall
be accompanied by the full purchase price for such shares. The option price shall be payable in United States
dollars and may be paid (a) in cash; (b) by check; (c) by delivery to the Company of currently-owned shares of
Common Stock (including through any attestation of ownership that effectively transfers title), which shares
shall be valued for this purpose at the Fair Market Value on the business day immediately preceding the date
such option is exercised; (d) by delivery of irrevocable written instructions to a broker approved by the
Company (with a copy to the Company) to immediately sell a portion of the shares issuable under the option
and to deliver promptly to the Company the amount of sale proceeds (or loan proceeds if the broker lends
funds to the participant for delivery to the Company) to pay the exercise price; (e) if approved by the
Committee, through a net exercise procedure whereby the optionee surrenders the option in exchange for that
number of shares of Common Stock with an aggregate Fair Market Value equal to the difference between the

Appendix C
aggregate exercise price of the options being surrendered and the aggregate Fair Market Value of the shares of
Common Stock subject to the option; (f) in such other manner as may be authorized from time to time by the
Committee; or (g) through any combination of the foregoing methods.
6.5 Limitations on Repricing. Except for adjustments pursuant to Section 5.4 or actions permitted to be
taken by the Committee under Section 11 in the event of a Change of Control, unless approved by the
shareholders of the Company, (a) the exercise price for any outstanding option granted under this Plan may not
be decreased after the date of grant; and (b) an outstanding option that has been granted under this Plan may
not, as of any date that such option has a per share exercise price that is greater than the then-current Fair
Market Value of a share of Common Stock, be surrendered to the Company as consideration for the grant of a
new option or SAR with a lower exercise price, shares of restricted stock, restricted stock units, an Other
Stock-Based Award, a cash payment, or Common Stock.
6.6 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, the following
additional provisions shall apply to the grant of stock options that are intended to qualify as incentive stock
options (as such term is defined in Section 422 of the Code):
(a) Any incentive stock option agreement authorized under the Plan shall contain such other
provisions as the Committee shall deem advisable, but shall in all events be consistent with and
contain or be deemed to contain all provisions required in order to qualify the options as incentive
stock options.
(b) All incentive stock options must be granted within ten years from the date on which this Plan
is adopted by the Board.
(c) No incentive stock options shall be granted to any non-employee or to any participant who, at
the time such option is granted, would own (within the meaning of Section 422 of the Code) stock
possessing more than 10% of the total combined voting power of all classes of stock of Lumen.
(d) The aggregate Fair Market Value (determined with respect to each incentive stock option as
of the time such incentive stock option is granted) of the Common Stock with respect to which
incentive stock options are exercisable for the first time by a participant during any calendar year
(under the Plan or any other plan of Lumen or any of its subsidiaries) shall not exceed $100,000. To the
extent that such limitation is exceeded, the excess options shall be treated as non-qualified stock
options for federal income tax purposes.
7. Stock Appreciation Rights.
7.1 Grant of Stock Appreciation Rights. A stock appreciation right, or SAR, is a right to receive, without
payment to the Company, a number of shares of Common Stock, cash, or any combination thereof, the number
or amount of which is determined pursuant to the formula set forth in Section 7.5. Each SAR granted by the
Committee under the Plan shall be subject to the terms and conditions of the Plan and the applicable Incentive
Agreement.
7.2 Number. Each SAR granted to any participant shall relate to such number of shares of Common
Stock as shall be determined by the Committee, subject to adjustment as provided in Section 5.4.
7.3 Duration and Time for Exercise. The term of each SAR shall be determined by the Committee, but
shall not exceed a maximum term of ten years. Subject to Section 5.6, each SAR shall become exercisable at
such time or times during its term as shall be determined by the Committee and provided for in the Incentive
Agreement. Notwithstanding the foregoing, the Committee may accelerate the exercisability of any SAR at any
time in its discretion.
7.4 Exercise. A SAR may be exercised, in whole or in part, by giving written notice to the Company,
specifying the number of SARs that the holder wishes to exercise. The date that the Company receives such
written notice shall be referred to herein as the “Exercise Date.” The Company shall, within 30 days of an
Exercise Date, deliver to the exercising holder certificates for the shares of Common Stock to which the holder
is entitled pursuant to Section 7.5 or cash or both, as provided in the Incentive Agreement.
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Appendix C
7.5 Payment.
(a) The number of shares of Common Stock which shall be issuable upon the exercise of a SAR
payable in Common Stock shall be determined by dividing:
(i) the number of shares of Common Stock as to which the SAR is exercised, multiplied by
the amount of the appreciation in each such share (for this purpose, the “appreciation” shall be the
amount by which the Fair Market Value (as defined in Section 12.10) of a share of Common Stock
subject to the SAR on the trading day prior to the Exercise Date exceeds the “Base Price,” which is
an amount, not less than the Fair Market Value of a share of Common Stock on the date of grant,
which shall be determined by the Committee at the time of grant, subject to adjustment under
Section 5.4); by
(ii) the Fair Market Value of a share of Common Stock on the Exercise Date.
(b) No fractional shares of Common Stock shall be issued upon the exercise of a SAR; instead, the
holder of a SAR shall be entitled to purchase the portion necessary to make a whole share at its Fair
Market Value on the Exercise Date.
(c) If so provided in the Incentive Agreement, a SAR may be exercised for cash equal to the Fair
Market Value of the shares of Common Stock that would be issuable under Section 7.5(a), if the exercise
had been for Common Stock.
7.6 Limitations on Repricing. Except for adjustments pursuant to Section 5.4 or actions permitted to be
taken by the Committee under Section 11 in the event of a Change of Control, unless approved by the
shareholders of the Company, (a) the Base Price for any outstanding SAR granted under this Plan may not be
decreased after the date of grant; and (b) an outstanding SAR that has been granted under this Plan may not, as
of any date that such SAR has a Base Price that is greater than the then-current Fair Market Value of a share of
Common Stock, be surrendered to the Company as consideration for the grant of a new option or SAR with a
lower exercise price, shares of restricted stock, restricted stock units, an Other Stock-Based Award, a cash
payment, or Common Stock.
8. Restricted Stock.
8.1 Grant of Restricted Stock. The Committee may award shares of restricted stock to such eligible
participants as determined pursuant to the terms of Section 3. An award of restricted stock shall be subject to
such restrictions on transfer and forfeitability provisions and such other terms and conditions, including the
attainment of specified performance goals, as the Committee may determine, subject to the provisions of
the Plan.
8.2 The Restricted Period. Subject to Section 5.6, at the time an award of restricted stock is made, the
Committee shall establish a period of time during which the transfer of the shares of restricted stock shall be
restricted and after which the shares of restricted stock shall be vested (the “Restricted Period”). Each award of
restricted stock may have a different Restricted Period.
8.3 Escrow. The participant receiving restricted stock shall enter into an Incentive Agreement with the
Company setting forth the conditions of the grant. Any certificates representing shares of restricted stock shall
be registered in the name of the participant and deposited with the Company, together with a stock power
endorsed in blank by the participant. Each such certificate shall bear a legend in substantially the following form:
The transferability of this certificate and the shares of Common Stock represented by it are subject to
the terms and conditions (including conditions of forfeiture) contained in the Lumen Technologies, Inc.
2024 Equity Incentive Plan (the “Plan”), and an agreement entered into between the registered owner
and Lumen Technologies, Inc. (the “Company”) thereunder. Copies of the Plan and the agreement are
on file at the principal office of the Company.
Alternatively, in the discretion of the Company, ownership of the shares of restricted stock and the appropriate
restrictions shall be reflected in the records of the Company’s transfer agent and no physical certificates shall
be issued.
8.4 Forfeiture. In the event of the forfeiture of any shares of restricted stock under the terms provided
in the Incentive Agreement (including any additional shares of restricted stock that may result from the
reinvestment of cash and stock dividends, if so provided in the Incentive Agreement), such forfeited shares shall
be surrendered, any certificates shall be cancelled, and any related accrued but unpaid cash dividends will be

Appendix C
forfeited. The participants shall have the same rights and privileges, and be subject to the same forfeiture
provisions, with respect to any additional shares received pursuant to Section 5.4 due to a recapitalization or
other change in capitalization.
8.5 Expiration of Restricted Period. Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the restricted
stock shall lapse, and the Company shall cause to be delivered to the participant or the participant’s estate, as
the case may be, the number of shares of restricted stock with respect to which the restrictions have lapsed,
free of all such restrictions and legends, except any that may be imposed by law. The Company, in its discretion,
may elect to deliver such shares through issuance of a stock certificate or by book entry.
8.6 Rights as a Shareholder. Subject to the terms and conditions of the Plan (including, but not limited
to, Section 5.7) and the applicable Incentive Agreement, each participant receiving restricted stock shall have all
the rights of a shareholder with respect to shares of stock during the Restricted Period, including without
limitation, the right to vote any shares of Common Stock.
9. Restricted Stock Units.
9.1 Grant of Restricted Stock Units. A restricted stock unit, or RSU, represents the right to receive from
the Company on the respective scheduled vesting or payment date for such RSU, one share of Common Stock.
An award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability
provisions and such other terms and conditions as the Committee may determine, subject to the provisions of
the Plan.
9.2 Vesting Period. Subject to Section 5.6, at the time an award of RSUs is made, the Committee shall
establish a period of time during which the restricted stock units shall vest (the “Vesting Period”). Each award of
RSUs may have a different Vesting Period.
9.3 Rights as a Shareholder. Subject to the restrictions imposed under the terms and conditions of this
Plan and subject to any other restrictions that may be imposed in the Incentive Agreement, each participant
receiving restricted stock units shall have no rights as a shareholder with respect to such restricted stock units
until such time as shares of Common Stock are issued to the participant.
10. Other Stock-Based Awards. The Committee may grant to eligible participants “Other Stock-Based Awards,”
which shall consist of awards (other than options, SARs, restricted stock, or RSUs, described in Sections 6
through 9 hereof) paid out in shares of Common Stock or the value of which is based in whole or in part on the
value of shares of Common Stock. Other Stock-Based Awards may be awards of shares of Common Stock,
awards of phantom stock, or may be denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, shares of, or appreciation in the value of, Common Stock (including, without
limitation, securities convertible or exchangeable into or exercisable for shares of Common Stock), as deemed
by the Committee consistent with the purposes of this Plan. Subject to Section 5.6, the Committee shall
determine the terms and conditions of any Other Stock-Based Award (including which rights of a shareholder, if
any, the recipient shall have with respect to Common Stock associated with any such award) and may provide
that such award is payable in whole or in part in cash. An Other Stock-Based Award may be subject to the
attainment of such specified performance goals or targets as the Committee may determine, subject to the
provisions of this Plan.
11. Change of Control.
(a) A Change of Control shall mean:
(i) the acquisition by any person of beneficial ownership of 30% or more of the
outstanding shares of the Common Stock or 30% or more of the combined voting power of
Lumen’s then outstanding securities entitled to vote generally in the election of directors;
provided, however, that for purposes of this subsection (i), the following acquisitions shall not
constitute a Change of Control:
(A) any acquisition (other than a Business Combination (as defined below) which
constitutes a Change of Control under Section 11(a)(iii) hereof) of Common Stock directly
from the Company,
(B) any acquisition of Common Stock by the Company,
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Appendix C
(C) any acquisition of Common Stock by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company, or
(D) any acquisition of Common Stock by any corporation pursuant to a Business
Combination that does not constitute a Change of Control under Section 11(a)(iii)
hereof; or
(ii) individuals who, as of May 15, 2024, constituted the Board of Directors of Lumen (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board of
Directors; provided, however, that any individual becoming a director subsequent to such date
whose election, or nomination for election by Lumen’s shareholders, was approved by a vote of
at least two-thirds of the directors then comprising the Incumbent Board shall be considered a
member of the Incumbent Board, unless such individual’s initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Incumbent Board; or
(iii) consummation of a reorganization, share exchange, merger or consolidation
(including any such transaction involving any direct or indirect subsidiary of Lumen) or sale or
other disposition of all or substantially all of the assets of the Company (a “Business
Combination”); provided, however, that in no such case shall any such transaction constitute a
Change of Control if immediately following such Business Combination:
(A) the individuals and entities who were the beneficial owners of Lumen’s
outstanding Common Stock and Lumen’s voting securities entitled to vote generally in the
election of directors immediately prior to such Business Combination have direct or
indirect beneficial ownership, respectively, of more than 50% of the then outstanding
shares of common stock, and more than 50% of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors of the
surviving or successor corporation, or, if applicable, the ultimate parent company thereof
(the “Post-Transaction Corporation”), and
(B) except to the extent that such ownership existed prior to the Business
Combination, no person (excluding the Post-Transaction Corporation and any employee
benefit plan or related trust of either Lumen, the Post-Transaction Corporation or any
subsidiary of either corporation) beneficially owns, directly or indirectly, 20% or more of
the then outstanding shares of common stock of the corporation resulting from such
Business Combination or 20% or more of the combined voting power of the then
outstanding voting securities of such corporation, and
(C) at least a majority of the members of the board of directors of the Post-
Transaction Corporation were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board of Directors, providing for
such Business Combination; or
(iv) approval by the shareholders of Lumen of a complete liquidation or dissolution
of Lumen.
For purposes of this Section 11, the term “person” shall mean a natural person or entity, and shall also mean the
group or syndicate created when two or more persons act as a syndicate or other group (including a
partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that
“person” shall not include an underwriter temporarily holding a security pursuant to an offering of the security.
(b) Except with respect to Incentives granted to non-management directors, no Incentive
Agreement shall provide for (1) the acceleration of the vesting of time-based Incentives upon the
occurrence of a Change of Control without a contemporaneous or subsequent actual or constructive
involuntary termination of the participant’s employment or service relationship or (2) the payout of any
performance-based Incentives upon a Change of Control in an amount exceeds the greater of (i) the
payout of a pro-rata portion of such Incentive, based on the portion of the performance period that has
elapsed and assuming target performance and (ii) payout of such Incentive based on actual
performance. Notwithstanding the foregoing, no later than 30 days after a Change of Control of the
type described in subsections (a)(i) or (a)(ii) of this Section 11 and no later than 30 days after the

Appendix C
approval by the Board of a Change of Control of the type described in subsections (a)(iii) or (a)(iv) of
this Section 11, the Committee, acting in its sole discretion without the consent or approval of any
participant (and notwithstanding any removal or attempted removal of some or all of the members
thereof as directors or Committee members), may act to effect one or more of the alternatives listed
below, which may vary among individual participants and which may vary among Incentives held by any
individual participant; provided, however, that no such action may be taken if it would result in the
imposition of a penalty on the participant under Section 409A of the Code as a result thereof:
(i) require that all outstanding options, SARs or Other Stock-Based Awards be exercised
on or before a specified date (before or after such Change of Control) fixed by the Committee,
after which specified date all unexercised options, SARs and Other Stock-Based Awards and all
rights of participants thereunder would terminate,
(ii) make such equitable adjustments to Incentives then outstanding as the Committee
deems appropriate to reflect such Change of Control and provide participants with substantially
equivalent rights before and after such Change of Control (provided, however, that the
Committee may determine in its sole discretion that no adjustment is necessary),
(iii) provide for mandatory conversion or exchange of some or all of the outstanding
options, SARs, restricted stock units or Other Stock-Based Awards held by some or all
participants as of a date, before or after such Change of Control, specified by the Committee,
in which event such Incentives would be deemed automatically cancelled and the Company
would pay, or cause to be paid, to each such participant an amount of cash per share equal to
the excess, if any, of the Change of Control Value of the shares subject to such option, SAR,
restricted stock unit or Other Stock-Based Award, as defined and calculated below, over the
per share exercise price or Base Price of such Incentive or, in lieu of such cash payment,
the issuance of Common Stock or securities of an acquiring entity having a Fair Market Value
equal to such excess, or
(iv) provide that thereafter, upon any exercise or payment of an Incentive that entitles
the holder to receive Common Stock, the holder shall be entitled to purchase or receive under
such Incentive, in lieu of the number of shares of Common Stock then covered by such
Incentive, the number and class of shares of stock or other securities or property (including
cash) to which the holder would have been entitled pursuant to the terms of the agreement
providing for the reorganization, share exchange, merger, consolidation or asset sale, if,
immediately prior to such Change of Control, the holder had been the record owner of the
number of shares of Common Stock then covered by such Incentive.
(c) For the purposes of conversions or exchanges under paragraph (iii) of Section 11(c),
the “Change of Control Value” shall equal the amount determined by whichever of the following items
is applicable:
(i) the per share price to be paid to holders of Common Stock in any such merger,
consolidation or other reorganization,
(ii) the price per share offered to holders of Common Stock in any tender offer or
exchange offer whereby a Change of Control takes place, or
(iii) in all other events, the fair market value of a share of Common Stock, as determined
by the Committee as of the time determined by the Committee to be immediately prior to the
effective time of the conversion or exchange.
(d) In the event that the consideration offered to shareholders of Lumen in any transaction
described in this Section 11 consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered that is other than cash.
12. General.
12.1 Duration. No Incentives may be granted under the Plan after May 15, 2034; provided, however,
that subject to Section 12.8, the Plan shall remain in effect after such date with respect to Incentives granted
prior to that date, until all such Incentives have either been satisfied by the issuance of shares of Common Stock
or otherwise been terminated under the terms of the Plan and all restrictions imposed on shares of Common
Stock in connection with their issuance under the Plan have lapsed.
C-8
Appendix C
12.2 Transferability.
(a) No Incentives granted hereunder may be transferred, pledged, assigned, or otherwise
encumbered by a participant except:
(i) by will;
(ii) by the laws of descent and distribution;
(iii) if permitted by the Committee and so provided in the Incentive Agreement or an
amendment thereto, pursuant to a domestic relations order, as defined in the Code; or
(iv) as to options only, if permitted by the Committee and so provided in the Incentive
Agreement or an amendment thereto, (i) to Immediate Family Members (as defined in
Section 12.2(b)); (ii) to a partnership in which the participant and/or Immediate Family Members,
or entities in which the participant and/or Immediate Family Members are the sole owners,
members, or beneficiaries, as appropriate, are the sole partners; (iii) to a limited liability
company in which the participant and/or Immediate Family Members, or entities in which the
participant and/or Immediate Family Members are the sole owners, members, or beneficiaries,
as appropriate, are the sole members; or (iv) to a trust for the sole benefit of the participant
and/or Immediate Family Members.
(b) “Immediate Family Members” shall be defined as the spouse and natural or adopted
children or grandchildren of the participant and their spouses. To the extent that an incentive stock
option is permitted to be transferred during the lifetime of the participant, it shall be treated thereafter
as a nonqualified stock option. Any attempted assignment, transfer, pledge, hypothecation, or other
disposition of Incentives, or levy of attachment or similar process upon Incentives not specifically
permitted herein, shall be null and void and without effect.
12.3 Effect of Termination of Employment or Death. In the event that a participant ceases to be an
employee of the Company or to provide services to the Company for any reason, including death, disability,
early retirement or normal retirement, any Incentives may be exercised, shall vest or shall expire at such times as
may be determined by the Committee or as provided in the Incentive Agreement.
12.4 Additional Conditions. Anything in this Plan to the contrary notwithstanding: (a) the Company
may, if it shall determine it necessary or desirable for any reason, at the time of award of any Incentive or the
issuance of any shares of Common Stock pursuant to any Incentive, require the recipient of the Incentive, as a
condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver
to the Company a written representation of present intention to acquire the Incentive or the shares of Common
Stock issued pursuant thereto for his own account for investment and not for distribution; and (b) if at any time
the Company further determines, in its sole discretion, that the listing, registration or qualification (or any
updating of any such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is
necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent
or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection
with the award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal of
any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock
shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such
listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company.
12.5 Withholding.
(a) The Company shall have the right to withhold from any payments made or stock issued
under the Plan or to collect as a condition of payment, issuance or vesting, any taxes required by law to
be withheld (up to the maximum permissible withholding rate). At any time that a participant is required
to pay to the Company an amount required to be withheld under applicable income tax laws in
connection with an Incentive (each such date, a “Tax Date”), the participant may, subject to Section
12.5(b) below, satisfy this obligation in whole or in part by electing (the “Election”) to deliver currently
owned shares of Common Stock or to have the Company withhold shares of Common Stock, in each
case having a value equal to the maximum statutory amount required to be withheld under federal,
state and local law. The value of the shares to be delivered or withheld shall be based on the Fair Market
Value of the Common Stock on the Tax Date.

Appendix C
(b) Each Election must be made prior to the Tax Date. For participants who are not subject to
Section 16 of the 1934 Act, the Committee may disapprove of any Election, may suspend or terminate
the right to make Elections, or may provide with respect to any Incentive that the right to make
Elections shall not apply to such Incentive. If a participant makes an election under Section 83(b) of the
Code with respect to shares of restricted stock, an Election to have shares withheld to satisfy
withholding taxes is not permitted to be made.
12.6 No Continued Employment. No participant under the Plan shall have any right, solely based on his
or her participation in the Plan, to continue to serve as an employee, officer, director, consultant, or advisor of
the Company for any period of time or to any right to continue his or her present or any other rate
of compensation.
12.7 Deferral Permitted. Payment of an Incentive may be deferred at the option of the participant if
permitted in the Incentive Agreement. Any deferral arrangements shall comply with Section 409A of the Code.
12.8 Amendments to or Termination of the Plan. The Board may amend or discontinue this Plan at any
time; provided, however, that no such amendment may:
(a) amend Section 6.5 or Section 7.6 to permit repricing of options or SARs without the
approval of shareholders;
(b) materially impair, without the consent of the recipient, an Incentive previously granted,
except that the Company retains all of its rights under Section 11; or
(c) materially revise the Plan without the approval of the shareholders. A material revision of
the Plan includes (i) except for adjustments permitted herein, a material increase to the maximum
number of shares of Common Stock that may be issued through the Plan, (ii) a material increase to the
benefits accruing to participants under the Plan, (iii) a material expansion of the classes of persons
eligible to participate in the Plan, (iv) an expansion of the types of awards available for grant under the
Plan, (v) a material extension of the term of the Plan and (vi) a material change that reduces the price at
which shares of Common Stock may be offered through the Plan.
12.9 Repurchase. Upon approval of the Committee, the Company may repurchase all or a portion of a
previously granted Incentive from a participant by mutual agreement by payment to the participant of cash or
Common Stock or a combination thereof with a value equal to the value of the Incentive determined in good
faith by the Committee; provided, however, that in no event will this section be construed to grant the
Committee the power to take any action in violation of Section 6.5, 7.6, or 12.13.
12.10 Definition of Fair Market Value. Whenever “Fair Market Value” of Common Stock shall be
determined for purposes of this Plan, except as provided below in connection with a cashless exercise through a
broker, it shall be determined as follows: (a) if the Common Stock is listed on an established stock exchange or
any automated quotation system that provides sale quotations, the closing sale price for a share of the Common
Stock on such exchange or quotation system on the date as of which fair market value is to be determined, (b) if
the Common Stock is not listed on any exchange or quotation system, but bid and asked prices are quoted and
published, the mean between the quoted bid and asked prices on the date as of which fair market value is to be
determined, and if bid and asked prices are not available on such day, on the next preceding day on which such
prices were available; and (c) if the Common Stock is not regularly quoted, the fair market value of a share of
Common Stock on the date as of which fair market value is to be determined, as established by the Committee
in good faith. In the context of a cashless exercise through a broker, the “Fair Market Value” shall be the price at
which the Common Stock subject to the stock option is actually sold in the market to pay the option exercise
price. Notwithstanding the foregoing, if so determined by the Committee, “Fair Market Value” may be
determined as an average selling price during a period specified by the Committee that is within 30 days before
or 30 days after the date of grant, provided that the commitment to grant the stock right based on such
valuation method must be irrevocable before the beginning of the specified period, and such valuation method
must be used consistently for grants of stock rights under the same and substantially similar programs during
any particular calendar year.
12.11 Liability.
(a) Neither Lumen, its affiliates or any of their respective directors or officers shall be liable to
any participant relating to the participant’s failure to (i) realize any anticipated benefit under an
Incentive due to the failure to satisfy any applicable conditions to vesting, payment or settlement, or
C-10
Appendix C
(ii) realize any anticipated tax benefit or consequence due to changes in applicable law, the particular
circumstances of the participant, or any other reason.
(b) No member of the Committee (or officer of the Company exercising delegated authority
of the Committee under Section 3 thereof) will be liable for any action or determination made in good
faith with respect to this Plan or any Incentive.
12.12 Interpretation.
(a) Unless the context otherwise requires, (i) all references to Sections are to Sections of this
Plan, (ii) the term “including” means including without limitation, (iii) all references to any particular
Incentive Agreement shall be deemed to include any amendments thereto or restatements thereof,
and (iv) all references to any particular statute shall be deemed to include any amendment, restatement
or re-enactment thereof or any statute or regulation substituted therefore.
(b) The titles and subtitles used in this Plan or any Incentive Agreement are used for
convenience only and are not to be considered in construing or interpreting this Plan or the
Incentive Agreement.
(c) All pronouns contained in this Plan or any Incentive Agreement, and any variations thereof,
shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as the identities of the
parties may require.
(d) Whenever any provision of this Plan authorizes the Committee to take action or make
determinations with respect to outstanding Incentives that have been granted or awarded by the chief
executive officer of Lumen under Section 3.2 hereof, each such reference to “Committee” shall be
deemed to include a reference to any officer of the Company that has delegated administrative
authority under Section 3.2 of this Plan (subject to the limitations of such section).
12.13 Compliance with Section 409A. It is the intent of the Company that this Plan comply with the
requirements of Section 409A of the Code with respect to any Incentives that constitute non-qualified deferred
compensation under Section 409A, and the Company intends to operate the Plan in compliance with
Section 409A and the Department of Treasury’s guidance or regulations promulgated thereunder. If the
Committee grants any Incentives or takes any other action that would, either immediately or upon vesting or
payment of the Incentive, inadvertently result in the imposition of a penalty on a participant under Section 409A
of the Code, then the Company, in its discretion, may, to the maximum extent permitted by law, unilaterally
rescind ab initio, sever, amend or otherwise modify the grant or action (or any provision of the Incentive) in such
manner necessary for the penalty to be inapplicable or reduced.
12.14 Data Privacy. As a condition of receipt of any Incentive, each participant explicitly and
unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as
described in this Section by and among, as applicable, the Company and its affiliates for the exclusive purpose
of implementing, administering, and managing the Plan and Incentives and such participant’s participation in the
Plan. In furtherance of such implementation, administration, and management, the Company and its affiliates
may hold certain personal information about a participant, including, but not limited to, the participant’s name,
home address, telephone number, date of birth, social security or insurance number or other identification
number, salary, nationality, job title(s), information regarding any securities of the Company or any of its
affiliates, and details of all Incentives (the “Data”). In addition to transferring the Data amongst themselves as
necessary for the purpose of implementation, administration, and management of the Plan and Incentives and
the participant’s participation in the Plan, the Company and its affiliates may each transfer the Data to any third
parties assisting the Company in the implementation, administration, and management of the Plan and
Incentives and such participant’s participation in the Plan. Recipients of the Data may be located in the
participant’s country or elsewhere, and the participant’s country and any given recipient’s country may have
different data privacy laws and protections. By accepting an Incentive, each participant authorizes such
recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of
assisting the Company in the implementation, administration, and management of the Plan and Incentives and
such participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a
broker or other third party with whom the Company or the participant may elect to deposit any shares of
Common Stock. The Data related to a participant will be held only as long as is necessary to implement,
administer, and manage the Plan and Incentives and the participant’s participation in the Plan. A participant
may, at any time, view the Data held by the Company with respect to such Participant, request additional

Appendix C
information about the storage and processing of the Data with respect to such participant, recommend any
necessary corrections to the Data with respect to the participant, or refuse or withdraw the consents herein in
writing, in any case without cost, by contacting his or her local human resources representative. However, if a
participant refuses or withdraws the consents described herein, the Company may cancel the participant’s
eligibility to participate in the Plan, and in the Committee’s discretion, the participant may forfeit any
outstanding Incentive. For more information on the consequences of refusal to consent or withdrawal of
consent, participants may contact their local human resources representative.
12.15 Participants Outside of the United States. The Committee may modify the terms of any Incentive
under the Plan made to or held by a participant who is then a resident, or is primarily employed or providing
services, outside of the United States in any manner deemed by the Committee to be necessary or appropriate
in order that such Incentive shall conform to laws, regulations, and customs of the country in which the
Participant is then a resident or primarily employed or providing services, or so that the value and other benefits
of the Incentive to such participant, as affected by non-United States tax laws and other restrictions applicable
as a result of the participant’s residence, employment, or providing services abroad, shall be comparable to the
value of such Incentive to a Participant who is a resident, or is primarily employed or providing services, in the
United States. An Incentive may be modified under this Section 12.15 in a manner that is inconsistent with the
express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or
result in actual liability under Section 16(b) of the 1934 Act for the participant whose Incentive is modified.
Additionally, the Committee may adopt such procedures and sub-plans as are necessary or appropriate to
permit participation in the Plan by Eligible Persons who are non-United States nationals or are primarily
employed or providing services outside the United States.
12.16 Clawback. Incentives granted to a participant (including any proceeds, gains or other economic
benefit the participant actually or constructively receives upon receipt or exercise of any Incentive or the receipt
or resale of any shares of Common Stock underlying the Incentive) will be subject to any Company clawback
policy applicable to the participant, including its Policy for the Recovery of Erroneously Awarded Compensation
adopted in accordance with Section 303A.14 of the Listed Company Manual of the New York Stock Exchange
and Section 10D and Rule 10D-1 of the 1934 Act, as it may be amended from time to time.
C-12
Appendix D
NOL Rights Plan
Second Amended and Restated Section 382 Rights Agreement

by and between
and
Computershare Trust Company, N.A.
(amended and restated on November 15, 2023 and effective as of December 1, 2023)
2023 ANNUAL REPORT 2024 PROXY STATEMENT D-1

Appendix D
TABLE OF CONTENTS
Page
Section 1. Definitions D-3
Section 2. Appointment of Rights Agent D-6
Section 3. Issue of Right Certificates D-6
Section 4. Form of Right Certificates D-8
Section 5. Countersignature and Registration D-8
Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates D-8
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights D-9
Section 8. Cancellation and Destruction of Right Certificates D-10
Section 9. Availability of Preferred Shares D-10
Section 10. Preferred Shares Record Date D-11
Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights D-11
Section 12. Certificate of Adjusted Purchase Price or Number of Shares D-15
Section 13. [Reserved] D-15
Section 14. Fractional Rights and Fractional Shares D-15
Section 15. Rights of Action D-16
Section 16. Agreement of Right Holders D-16
Section 17. Right Certificate Holder Not Deemed a Shareholder D-17
Section 18. Concerning the Rights Agent D-17
Section 19. Merger or Consolidation or Change of Name of Rights Agent D-18
Section 20. Duties of Rights Agent D-19
Section 21. Change of Rights Agent D-21
Section 22. Issuance of New Right Certificates D-22
Section 23. Redemption D-22
Section 24. Exchange D-22
Section 25. Notice of Certain Events D-23
Section 26. Notices D-24
Section 27. Supplements and Amendments D-24
Section 28. Successors D-24
Section 29. Benefits of this Agreement D-24
Section 30. Severability D-25
Section 31. Governing Law D-25
Section 32. Counterparts D-25
Section 33. Descriptive Headings; Interpretation D-25
Section 34. Determinations and Actions by the Board D-25
Section 35. Process to Seek Exemption D-25
Section 36. Tax Compliance and Withholding D-26
Section 37. Force Majeure D-26
Section 38. [Reserved] D-26
Exhibit A — [Reserved]* XX
Exhibit B — Form of Right Certificate* XX
Exhibit C — Summary of Rights to Purchase Preferred Shares* XX
* The exhibits to the Restated Plan have been intentionally omitted from this Appendix D, but are available in the Company’s other filings with
the SEC.
D-2
Appendix D
This Second Amended and Restated Section 382 Rights Agreement (this “Agreement”), by and between
Lumen Technologies, Inc., a Louisiana corporation (the “Company”), and Computershare Trust Company, N.A.,
as rights agent (the “Rights Agent”), is entered into on November 15, 2023, effective as of December 1, 2023.
RECITALS
WHEREAS, the Company and the Rights Agent entered into that certain Section 382 Rights Agreement,
dated as of February 13, 2019, which was amended and restated by that certain Amended and Restated
Section 382 Rights Agreement, dated as of May 9, 2019, and further amended by that certain First Amendment
to Amended and Restated Rights Agreement, effective as of December 1, 2020 (collectively referred to as the
“Original Agreement”).
WHEREAS, the Company has generated net operating loss carryovers and tax credit carryovers for
United States federal income tax purposes (“NOLs”), which are expected to provide valuable tax benefits to the
Company. The ability to use the NOLs may be impaired or destroyed by an “ownership change” within the
meaning of Section 382 (as such term is hereinafter defined). The Company desires to avoid such an “ownership
change” and thereby preserve the ability to use the NOLs without limitation.
WHEREAS, in connection with the adoption of the Original Agreement, the Board of Directors of the
Company (the “Board”) authorized and declared a dividend of one preferred share purchase right (a “Right”) for
each Common Share (as hereinafter defined) of the Company outstanding on February 25, 2019 (the “Record
Date”), each Right representing the right to purchase one ten-thousandth of a Preferred Share (as hereinafter
defined), upon the terms and subject to the conditions herein set forth, and authorized and directed the
issuance of one Right with respect to each Common Share that become outstanding between the Record Date
and the earliest of the Distribution Date, the Redemption Date, the Early Expiration Date and the Final Expiration
Date (as such terms are hereinafter defined);
WHEREAS, Section 27 of the Original Agreement provides that prior to the Distribution Date, the
Company may supplement or amend any provision of the Original Agreement without the approval of any
holders of Rights;
WHEREAS, no Distribution Date has occurred on or prior to the date hereof;
WHEREAS, the Board deems it advisable and in the best interests of the Company and its shareholders
to amend the terms of the Original Agreement as set forth herein; and
WHEREAS, on November 15, 2023, the Board authorized and approved this Agreement.
Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties
hereby agree to amend, restate and supersede the Original Agreement in its entirety as follows:
Section 1. Definitions. For purposes of this Agreement, the following terms have the
meanings indicated:
(a) “5 Percent Shareholder” shall mean a “5% shareholder” of the Company within the meaning of
Section 382(k)(7) of the Internal Revenue Code of 1986, as amended.
(b) “Acquiring Person” shall mean any Person (other than any Exempt Person) who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 4.9% or more of the Common
Shares of the Company then outstanding, but shall not include the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan; provided, however, that (i) any Person who or which would
otherwise be an Acquiring Person as of February 13, 2019 by virtue of being a 5 Percent Shareholder will not be
deemed to be an Acquiring Person for any purpose of this Agreement prior to or after February 13, 2019 unless
and until such time as (A) such Person or any Affiliate or Associate of such Person thereafter becomes,
individually or in the aggregate, by reason of a transaction or transactions after February 13, 2019 the Beneficial
Owner of additional Common Shares representing one-half of one percent (0.5%) or more of the Common
Shares outstanding at the time of such acquisition, other than (1) pursuant to any agreement or

Appendix D
regular-way purchase order for Common Shares that is in effect on or prior to February 13, 2019 and
consummated in accordance with its terms after February 13, 2019, or (2) as a result of a stock dividend, rights
dividend, subdivision of the Common Shares (such as a forward stock split) or similar transaction effected by
the Company in which all holders of Common Shares are treated equally, or (B) any other Person who is the
Beneficial Owner of Common Shares becomes an Affiliate or Associate of such Person after February 13, 2019;
provided, further, that the foregoing exclusion in this clause (i) shall cease to apply with respect to any Person
at such time as such Person, together with all Affiliates and Associates of such Person, Beneficially Owns less
than 4.9% of the then-outstanding Common Shares; (ii) a Person will not be deemed to have become an
Acquiring Person solely as a result of a reduction in the number of Common Shares outstanding unless and until
such time as (A) such Person or any Affiliate or Associate of such Person thereafter becomes the Beneficial
Owner of any additional Common Shares, other than as a result of a stock dividend, subdivision, consolidation or
combination of the Common Shares (by reclassification or otherwise) or similar transaction effected by the
Company in which all holders of Common Shares are treated equally, or (B) any other Person who is the
Beneficial Owner of Common Shares becomes an Affiliate or Associate of such Person after February 13, 2019;
and (iii) a Person will not be deemed to have become an Acquiring Person solely as a result of an Exempted
Transaction, provided, however, that the foregoing exclusion in this clause (iii) shall cease to apply with respect
to any Person at such time as such Person (or any Affiliates or Associates of such Person) acquires any
additional Common Shares.
In addition, notwithstanding the foregoing, and notwithstanding anything to the contrary provided in
this Agreement, a Person shall not be an “Acquiring Person” if the Board determines at any time prior to the
Distribution Date that a Person who would otherwise be an “Acquiring Person,” has become such inadvertently
or without intending to become an “Acquiring Person,” and such Person divests as promptly as practicable (or
within such period of time as the Board determines is reasonable) a sufficient number of Common Shares so
that such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing.
(c) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on December 1, 2023 and, to the extent not included within the
foregoing, will also include, with respect to any Person, any other Person (other than an Exempt Person) whose
Common Shares would be deemed constructively owned by such first Person pursuant to the provisions of
Section 382; provided, however, that a Person will not be deemed to be the Affiliate or Associate of another
Person solely because either or both Persons are or were directors or officers of the Company.
(d) “Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as in effect on December 1, 2023.
(e) A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own”
any securities:
which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly
or indirectly;
which such Person or any of such Person’s Affiliates or Associates has the right to acquire
(whether such right is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public offering of securities), or
upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or
options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person’s Affiliates or Associates until such tendered securities are
accepted for purchase or exchange; or
which such Person or any of such Person’s Affiliates or Associates has the right to vote pursuant to
any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed
the Beneficial Owner of, or to beneficially own, any securities if the agreement, arrangement or
understanding to vote such securities (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then
reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or
D-4
Appendix D
which are beneficially owned, directly or indirectly, by any other Person with which such Person or
any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and selling group members with respect to
a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the
extent contemplated by the proviso to Section 1(e)(iii) hereof) or disposing of any securities of the
Company; or
which such Person would be deemed to own (whether constructively, indirectly or otherwise) or
which otherwise would be aggregated with shares owned by such Person pursuant to Section 382.
Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then
outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall
mean the number of such securities then issued and outstanding together with the number of such securities
not then actually issued and outstanding which such Person would be deemed to beneficially own hereunder.
(f) “Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which banking
institutions in New York are authorized or obligated by law or executive order to close.
(g) “Close of Business” on any given date shall mean 5:00 P.M., New York time, on such date;
provided, however, that, if such date is not a Business Day, it shall mean 5:00 P.M., New York time, on the next
succeeding Business Day.
(h) “Common Shares” when used with reference to the Company shall mean the shares of common
stock of the Company, which currently have a par value of $1.00 per share, but also shall mean such shares if
such par value is hereafter reduced or eliminated in accordance with applicable law. “Common Shares” when
used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with
the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the
Person or Persons which ultimately control such first-mentioned Person.
(i) “Common Share Equivalents” shall have the meaning set forth in Section 11(a)(iii) hereof.
(j) [Reserved]
(k) “Distribution Date” shall have the meaning set forth in Section 3(a) hereof.
(l) “Early Expiration Date” shall have the meaning set forth in Section 7(a) hereof.
(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(n) “Exchange Ratio” shall have the meaning set forth in Section 24(a) hereof.
(o) “Exempt Person” shall mean any Person whose Beneficial Ownership (together with all Affiliates
and Associates of such Person) of 4.9% or more of the then-outstanding Common Shares (1) will not jeopardize
or endanger the availability to the Company of any income tax benefit or (2) is otherwise in the best interests of
the Company, in each case as determined by the Board in its sole discretion prior to the Distribution Date;
provided, however, that such a Person will cease to be an Exempt Person if the Board makes a contrary
determination with respect to the effect of such Person’s Beneficial Ownership (together with all Affiliates and
Associates of such Person) in its sole discretion prior to the Distribution Date regardless of the reason therefor.
(p) “Exempted Transaction” means any transaction that the Board, in its sole discretion, has declared
exempt pursuant to Section 35, which determination shall be irrevocable with respect to such transaction.
(q) “Final Expiration Date” shall have the meaning set forth in Section 7(a) hereof.
(r) [Reserved]
(s) [Reserved]
(t) “NOLs” shall have the meaning set forth in the second recital hereof.
(u) “NYSE” shall mean the New York Stock Exchange.
(v) “Person” shall mean any individual, firm, corporation, partnership, limited liability company, limited
liability partnership, trust or other entity, or a group of Persons making a “coordinated acquisition” of shares or
otherwise treated as an entity within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations, and any
successor (by merger or otherwise) of such individual or entity, but shall not include a Public Group (as such
term is defined in Section 1.382-2T(f)(13) of the Treasury Regulations).

Appendix D
(w) “Preferred Shares” shall mean shares of Series CC Junior Participating Preferred Shares, par value
$25.00 per share, of the Company.
(x) “Purchase Price” shall have the meaning set forth in Section 4 hereof.
(y) “Record Date” shall have the meaning set forth in the third recital hereof.
(z) “Redemption Date” shall have the meaning set forth in Section 7(a) hereof.
(aa) “Redemption Price” shall have the meaning set forth in Section 23(a) hereof.
(bb) “Right” shall have the meaning set forth in the third recital hereof.
(cc) “Right Certificate” shall have the meaning set forth in Section 3(a) hereof.
(dd) “Section 382” shall mean Section 382 of the Internal Revenue Code of 1986, as amended, and any
successor provision or replacement provision.
(ee) [Reserved]
(ff) [Reserved]
(gg) “Shares Acquisition Date” shall mean the date of the first public announcement by the Company
that an Acquiring Person has become such, which announcement shall follow a determination by the Board to
such effect, which is made and reflected in a Board resolution prior to the earliest of the Redemption Date, the
Early Expiration Date and the Final Expiration Date.
(hh) [Reserved]
(ii) “Shareholder Approval” shall mean the approval of this Second Amended and Restated Rights
Agreement, effective as of December 1, 2023, between the Company and the Rights Agent, by the affirmative
vote of a majority of the votes cast at the meeting of shareholders of the Company duly held in accordance with
the Company’s articles of incorporation (as amended) and applicable law.
(jj) [Reserved]
(kk) [Reserved]
(ll) “Subsidiary” of any Person shall mean any corporation or other entity of which a majority of the
voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.
(mm) “Summary of Rights” shall have the meaning set forth in Section 3(b) hereof.
(nn) [Reserved]
(oo) “Trading Day” shall have the meaning set forth in Section 11(d)(i) hereof.
(pp) “Treasury Regulations” shall mean final, temporary and proposed income tax regulations
promulgated under the Internal Revenue Code of 1986, as amended, including any amendments thereto.
Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as
rights agent for the Company in accordance with the express terms and conditions hereof (and no implied terms
or conditions), and the Rights Agent hereby accepts such appointment. The Company may from time to time
appoint such co-Rights Agents as it may deem necessary or desirable; provided that the Company shall notify
the Rights Agent in writing ten (10) Business Days prior to such appointment. In the event the Company
appoints one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights Agents
under the provisions of this Agreement shall be as the Company reasonably determines; provided that such
duties are consistent with the terms and conditions of this Agreement and that contemporaneously with such
appointment the Company shall notify, in writing, the Rights Agent and any co-Rights Agents of such duties.
The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any
such co-Rights Agents.
Section 3. Issue of Right Certificates.
(a) Until the tenth Business Day after the Shares Acquisition Date (including any such Shares
Acquisition Date which is after February 13, 2019 and prior to the issuance of the Rights) (or such later day,
if any, as the Board determines in its sole discretion to be no longer than a fifteen (15) Business Day extension)
(as may be extended, the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of
D-6
Appendix D
Section 3(b) and 3(c) hereof) by the certificates for Common Shares of the Company or book entry Common
Shares of the Company registered in the names of the holders thereof (which certificates or book entry shares
shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights will be
transferable only in connection with the transfer of Common Shares of the Company. As soon as practicable
after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested to do so by the Company and
provided with all necessary information and documentation, in form and substance reasonably satisfactory to
the Rights Agent, send) to each record holder of Common Shares of the Company as of the Close of Business
on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person),
at the address of such holder shown on the records of the Company or transfer agent or registrar for Common
Shares, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one
Right for each Common Share so held (other than with respect to Rights that have become void pursuant to
Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof). As of the Distribution Date,
the Rights will be evidenced solely by such Right Certificates, and the Rights Certificates and the Rights shall be
transferable separately from the transfer of Common Shares. The Company shall promptly notify the Rights
Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the
Company shall confirm the same in writing on or prior to the Business Day next following. Until such written
notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the
Distribution Date has not occurred.
(b) After the Record Date, the Company will send (directly or, at the expense of the Company,
through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is directed by the Company
and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase
Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), to each record holder
of Common Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any
Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the
Company or transfer agent or registrar for Common Shares.
(c) Certificates for Common Shares (or confirmation or account statements sent to holders of
Common Shares in book-entry form) which become outstanding (including, without limitation, reacquired
Common Shares referred to in this paragraph (c)) after the Record Date but prior to the earliest of the
Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date shall bear the
following legend:
This certificate also evidences and entitles the holder hereof to certain rights as set forth in
the Second Amended and Restated Section 382 Rights Agreement between Lumen
Technologies, Inc. (the “Company”) and Computershare Trust Company, N.A., or any
successor rights agent, effective as of December 1, 2023, as it may be amended from time
to time (the “Agreement”), the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Agreement, such Rights (as defined in the
Agreement) will be evidenced by separate certificates and will no longer be evidenced by
this certificate. The Company will mail to the holder of this certificate a copy of the
Agreement without charge after receipt of a written request therefor. As set forth in the
Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who
becomes an Acquiring Person (as defined in the Agreement) become null and void and are
no longer transferable.
With respect to such certificates bearing the foregoing legend, until the earliest of the Distribution Date, the
Redemption Date, the Early Expiration Date or the Final Expiration Date, the Rights associated with the
Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated
with the Common Shares of the Company represented thereby.
With respect to Common Shares in book-entry form for which there has been sent a confirmation or
account statement containing the foregoing legend in substantially similar form, until the earliest of the
Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date, the Rights
associated with the Common Shares shall be evidenced by such Common Shares alone and registered holders
of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any such
Common Shares shall also constitute the transfer of the Rights associated with such Common Shares.

Appendix D
In the event that the Company purchases or acquires any Common Shares of the Company after the
Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the
Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any
Rights associated with the Common Shares of the Company which are no longer outstanding.
Notwithstanding this paragraph (c), the omission of the legend or the failure to send, deliver or provide
the registered owner of Common Shares a copy of the Summary of Rights shall not affect the enforceability of
any part of this Agreement or the rights of any holder of the Rights.
Section 4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase
Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as
Exhibit B hereto if the Company elects to issue physical certificates, and may have such changes or marks of
identification or designation and such legends, summaries or endorsements printed thereon as the Company
may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the
Rights Agent hereunder) and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or
with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or
to conform to usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall entitle the
holders thereof to purchase such number of one ten-thousandths of a Preferred Share as shall be set forth
therein at the price per one ten-thousandth of a Preferred Share set forth therein (the “Purchase Price”), but the
number of such one ten-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment
as provided herein. Notwithstanding anything contrary provided herein, the Company may elect to maintain the
Rights in book-entry form rather than issuing Rights Certificates.
Section 5. Countersignature and Registration. The Right Certificates shall be executed on behalf of
the Company by its Chief Executive Officer, Chief Financial Officer, President, General Counsel, Corporate
Secretary, any of its Executive or Senior Vice Presidents or its Treasurer, either manually or by electronic
signature (e.g., PDF). The Right Certificates shall be countersigned manually or by facsimile or by other
electronic means (e.g., PDF) by an authorized signatory of the Rights Agent and shall not be valid for any
purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and effect as though the individual
who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate
may be signed on behalf of the Company by any individual who, at the actual date of the execution of such
Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of
the execution of this Agreement any such individual was not such an officer.
Following the Distribution Date, upon receipt by the Rights Agent of notice to that effect and all other
relevant information and documents referred to in Section 3(a), the Rights Agent will keep or cause to be kept,
at its office(s) designated for such purpose, books for registration and transfer of the Right Certificates issued
hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates,
the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the
Right Certificates.
Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed,
Lost or Stolen Right Certificates. Subject to the provisions of Section 14 hereof, at any time after the Close of
Business on the Distribution Date, and at or prior to the Close of Business on the earliest of the Redemption
Date, the Early Expiration Date or the Final Expiration Date, any Right Certificate or Right Certificates (other
than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof, that have
been redeemed pursuant to Section 23, or that have been exchanged pursuant to Section 24 hereof) may be
transferred, split up, combined or exchanged for another Right Certificate or Right Certificates entitling the
registered holder to purchase a like number of one ten-thousandths of a Preferred Share as the Right Certificate
or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in
writing delivered to the Rights Agent, and shall surrender, together with any required form of assignment duly
executed and properly completed, the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged at the office(s) of the Rights Agent designated for such purpose, along with a signature
guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the
Securities Transfer Association (a “Signature Guarantee”), and such other and further documentation as the
D-8
Appendix D
Company or the Rights Agent may reasonably request. The Rights Certificates are transferable only on the
books and records of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take
any action whatsoever with respect to the transfer, split up, combination or exchange of any such surrendered
Right Certificate until the registered holder has properly completed and duly executed the certificate set forth in
the form of assignment on the reverse side of such Rights Certificate accompanied by a Signature Guarantee
and such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights
represented by such Rights Certificate as the Company or the Rights Agent may reasonably request. Thereupon
the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right
Certificates, as the case may be, as so requested. The Company or the Rights Agent may require payment by
the holder of the Rights of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Right Certificates. If and to the extent the
Company does require payment of any such taxes or governmental charges, the Company shall give the Rights
Agent prompt written notice thereof and the Rights Agent shall not deliver any Rights Certificate unless and
until it is satisfied that all such payments have been made, and the Rights Agent shall forward any such sum
collected by it to the Company or to such Persons as the Company specifies by written notice. The Rights Agent
shall have no duty or obligation to take any action under any Section of this Agreement which requires the
payment of applicable taxes and/or governmental charges unless and until it is satisfied that all such taxes
and/or governmental charges have been paid.
Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the
loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to them, along with such other and further documentation as the Company
or the Rights Agent may reasonably request and, at the Company’s request, reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company will execute and deliver a new Right Certificate of
like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Right
Certificate so lost, stolen, destroyed or mutilated.
Notwithstanding any other provision hereof, the Company and the Rights Agent may (i) agree to
provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Right Certificates, in which case
all terms and conditions set forth herein governing Rights Certificates shall be deemed to be modified as
necessary or appropriate to reflect uncertificated or book-entry ownership of Rights, and (ii) amend this
Agreement, to the extent they deem it necessary or appropriate, to give effect to the foregoing.
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except
as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the
Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly
completed and duly executed (with such signature duly guaranteed, if required), to the Rights Agent at the
office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and
such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase
Price for each one ten-thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the
earliest of (i) December 1, 2026 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof, (iv) the time at which the Board determines that the NOLs are utilized in all
material respects or that an ownership change under Section 382 would not adversely impact in any material
respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs
that could be used by the Company in any particular time period, for applicable tax purposes,
(v) December 1, 2024 if Shareholder Approval has not been obtained prior to such date, or (vi) a determination
by the Board, prior to the Distribution Date, that this Agreement and the Rights are no longer in the best
interests of the Company and its shareholders (the earliest of the dates set forth in clauses (iv), (v) and (vi),
the “Early Expiration Date”).

Appendix D
(b) The Purchase Price for each one ten-thousandth of a Preferred Share purchasable pursuant to the
exercise of a Right shall be $9.00, and shall be subject to adjustment from time to time as provided in Section 11
hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph
(c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to
purchase properly completed and duly executed, accompanied by payment of the Purchase Price for the shares
to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such
Right Certificate in accordance with Section 9 hereof in cash or by certified check, cashier’s check or money
order payable to the order of the Rights Agent, the Rights Agent shall thereupon promptly (i) (A) requisition
from any transfer agent of the Preferred Shares certificates for the number of Preferred Shares to be purchased
and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or
(B) requisition from the depositary agent depositary receipts representing such number of one ten-thousandths
of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by
such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and
the Company shall direct such depositary agent to comply with such request; (ii) when necessary to comply
with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of
fractional shares in accordance with Section 14 hereof; (iii) promptly after receipt of such certificates or
depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such holder; and (iv) when necessary to
comply with this Agreement, after receipt, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall properly exercise less than all the Rights
evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised
shall be issued by the Rights Agent to registered holder of such Right Certificate or to such holder’s duly
authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement or any Right Certificate to the contrary, neither the
Rights Agent nor the Company shall be obligated to take any action with respect to a registered holder upon
the occurrence of any purported transfer or exercise as set forth in this Section 7 by such registered holder
unless such registered holder has (i) properly completed and duly executed the certificate following the form of
election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii)
provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the
Rights represented by such Rights Certificate as the Company or the Rights Agent reasonably requests.
(f) Except for those provisions herein that expressly survive the termination of this Agreement, this
Agreement shall terminate upon the earlier of the Redemption Date, Early Expiration Date or Final Expiration
Date and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder.
Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the
purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any
of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the
Rights Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof. Subject to applicable law and
regulation, the Rights Agent shall maintain in a retrievable database electronic records of all cancelled or
destroyed Rights Certificates which have been canceled or destroyed by the Rights Agent. At the expense of
the Company, the Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the
written request of the Company, destroy or cause to be destroyed such cancelled Rights Certificates, and in
such case shall deliver a certificate of destruction thereof, executed by the Rights Agent, to the Company.
Section 9. Availability of Preferred Shares. The Company covenants and agrees that it will cause to
be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held
in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all
outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall,
at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price),
be duly and validly authorized and issued and fully paid and nonassessable shares.
D-10
Appendix D
The Company further covenants and agrees that it will pay when due and payable any and all federal
and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right
Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be
required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates
to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares
in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for
exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of
any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right
Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction
that no such tax is due.
Section 10. Preferred Shares Record Date. Each Person in whose name any certificate for Preferred
Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of
record of the Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; provided, however, that, if the date of such surrender and payment is a
date upon which the Preferred Shares transfer books of the Company are closed, such Person shall be deemed
to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding
Business Day on which the Preferred Shares transfer books of the Company are open. Prior to the exercise of
the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of
Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive
any notice of any proceedings of the Company, except as provided herein.
Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price,
the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time after February 13, 2019 (A) declare a dividend on
the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C)
combine or consolidate the outstanding Preferred Shares into a smaller number of Preferred Shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger in which the Company is the continuing or
surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at
the time of the record date for such dividend or of the effective date of such subdivision, combination,
consolidation or reclassification, and the number and kind of shares of capital stock issuable on such
date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be
entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date and at a time when the Preferred Shares transfer books
of the Company were open, such holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination, consolidation or reclassification; provided,
however, that in no event shall the consideration to be paid upon the exercise of one Right be less than
the aggregate par value of the shares of capital stock of the Company issuable upon exercise of
one Right.
(ii) Subject to Section 24 hereof, in the event any Person becomes an Acquiring Person after
February 13, 2019 (including becoming such prior to the Record Date), each holder of a Right (other
than an Acquiring Person or an Affiliate or Associate of an Acquiring Person) shall thereafter have a
right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by
the number of one ten-thousandths of a Preferred Share for which a Right is then exercisable,
in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of
Common Shares of the Company as shall equal the result obtained by (A) multiplying the then current
Purchase Price by the number of one ten-thousandths of a Preferred Share for which a Right is then
exercisable and dividing that product by (B) 50% of the then current per share market price of the
Common Shares of the Company (determined pursuant to Section 11(d) hereof) on the date of the
occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights
shall then be outstanding, the Company shall not take any action which would eliminate or diminish the
benefits intended to be afforded by the Rights, other than those expressly permitted hereunder.

Appendix D
From and after the occurrence of such event, any Rights that are or were acquired or beneficially
owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void,
and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision
of this Agreement. No Right Certificate shall be issued pursuant to Section 3 hereof that represents
Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time
upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person,
Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an
Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled.
(iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or
authorized but unissued to permit the exercise in full of the Rights in accordance with subparagraph
(ii) above, the Company shall take all such action as may be necessary to authorize additional Common
Shares for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort,
be unable to take all such action as may be necessary to authorize such additional Common Shares, the
Company shall, to the extent permitted by applicable law and any agreements or instruments then in
effect to which the Company is a party, make adequate provision to substitute, for each Common Share
that would otherwise be issuable upon exercise of a Right, upon exercise of a Right and payment of the
applicable Purchase Price, (1) cash; (2) Preferred Shares or fractions of Preferred Shares or other equity
securities of the Company (including, without limitation, shares, or units of shares, of Preferred Shares
which the Board has determined to have the same value as the Common Shares) (such shares of equity
securities being herein called “Common Share Equivalents”); (3) debt securities of the Company;
(4) other assets; or (5) any combination of the foregoing, in each case having an aggregate value,
as determined by the Board based upon the advice of a financial advisor selected by the Board, equal to
the current per share market price of the Common Shares as of the Shares Acquisition Date.
(b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all
holders of Preferred Shares entitling them (for a period expiring within forty-five (45) days after such record
date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and
preferences as the Preferred Shares (“Equivalent Preferred Shares”)) or securities convertible into Preferred
Shares or Equivalent Preferred Shares at a price per Preferred Share or Equivalent Preferred Share (or having a
conversion price per share, if a security convertible into Preferred Shares or Equivalent Preferred Shares) less
than the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record
date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number
of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate
offering price of the total number of Preferred Shares and/or Equivalent Preferred Shares so to be offered
(and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at
such current market price and the denominator of which shall be the number of Preferred Shares outstanding on
such record date plus the number of additional Preferred Shares and/or Equivalent Preferred Shares to be
offered for subscription or purchase (or into which the convertible securities so to be offered are initially
convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise
of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form
other than cash, the value of such consideration shall be as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive
for all purposes on the Rights Agent and holders of the Rights. Preferred Shares owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a record date is fixed; and, in the event that such rights,
options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would
then be in effect if such record date had not been fixed.
D-12
Appendix D
(c) In case the Company shall fix a record date for the making of a distribution to all holders of the
Preferred Shares (including any such distribution made in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a
regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the then-current per share market price of the Preferred Shares on
such record date, less the fair market value (as determined in good faith by the Board, whose determination
shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and
holders of the Rights) of the portion of the assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such
then-current per share market price of the Preferred Shares on such record date; provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be
made successively whenever such a record date is fixed; and, in the event that such distribution is not so made,
the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.
(d) (i) For the purpose of any computation hereunder, the “current per share market price” of any
security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of
the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days immediately prior
to such date; provided, however, that, in the event that the current per share market price of the Security is
determined during a period following the announcement by the issuer of such Security of (A) a dividend or
distribution on such Security payable in shares of such Security or Securities convertible into such shares,
or (B) any subdivision, combination, consolidation or reclassification of such Security and prior to the expiration
of thirty (30) Trading Days after the ex-dividend date for such dividend or distribution, or the record date for
such subdivision, combination, consolidation or reclassification, then, and in each such case, the current per
share market price shall be appropriately adjusted to reflect the current market price per share equivalent of
such Security. The closing price for each day shall be the last sale price, regular way, reported at or prior to 4:00
P.M. Eastern time or, in case no such sale takes place on such day, the average of the bid and asked prices,
regular way, reported as of 4:00 P.M. Eastern time, in either case, as reported on the NYSE or NASDAQ or, if the
Security is not listed or admitted to trading on any national securities exchange, the last quoted price reported
at or prior to 4:00 P.M. Eastern time or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported as of 4:00 P.M. Eastern time by the OTC Bulletin Board or such other
system then in use, or, if on any such date the Security is not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker making a market in the Security
selected by the Board. If on any such date no such market maker is making a market in the Security, the fair
value of the Security on such date as determined in good faith by the Board shall be used.
The term “Trading Day” shall mean a day on which the principal national securities exchange on
which the Security is listed or admitted to trading is open for the transaction of business, or, if the
Security is not listed or admitted to trading on any national securities exchange, a Business Day.
(ii) For the purpose of any computation hereunder, the “current per share market price” of the
Preferred Shares shall be determined in accordance with the method set forth in Section 11(d)(i).
However, if the Preferred Shares are not publicly traded, the “current per share market price” of each
one ten-thousandth of a Preferred Share shall be conclusively deemed to be the current per share
market price of a Common Share as determined pursuant to Section 11(d)(i) hereof (appropriately
adjusted to reflect any stock dividend, subdivision, combination or consolidation of the Common Shares
(by reclassification or otherwise), or similar transaction occurring after the date hereof). If neither the
Common Shares nor the Preferred Shares are publicly held or so listed or traded, “current per share
market price” shall mean the fair value per share as determined in good faith by the Board,
whose determination shall be described in a statement filed with the Rights Agent.

Appendix D
(e) No adjustment in the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments which by
reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest
one one-millionth of a Preferred Share or one ten-thousandth of any other share or security as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three (3) years from the date of the transaction which requires such adjustment or
(ii) the date of the expiration of the right to exercise any Rights.
(f) If, as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right
thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than
Preferred Shares, thereafter the number of such other shares so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Shares contained in Section 11(a) through (c) hereof, inclusive, and the
provisions of Sections 7, 9 and 10 hereof with respect to the Preferred Shares shall apply on like terms to any
such other shares.
(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase
Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one
ten-thousandths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised its election as provided in Section 11(i) hereof, upon each
adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c) hereof, each Right
outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase,
at the adjusted Purchase Price, that number of one ten-thousandths of a Preferred Share (calculated to the
nearest one one-millionth of a Preferred Share) obtained by (A) multiplying (x) the number of one
ten-thousandths of a Preferred Share covered by a Right immediately prior to this adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (B) dividing the product
so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.
(i) The Company may elect, on or after the date of any adjustment of the Purchase Price, to adjust the
number of Rights in substitution for any adjustment in the number of one ten-thousandths of a Preferred Share
purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number
of Rights shall be exercisable for the number of one ten-thousandths of a Preferred Share for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the
number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained
by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase
Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public
announcement (with simultaneous written notice to the Rights Agent) of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to
be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if
the Right Certificates have been issued, shall be at least ten (10) days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant
to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof,
the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of
the Company, shall cause to be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after
such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the
manner provided for herein, and shall be registered in the names of the holders of record of Right Certificates
on the record date specified in the public announcement.
(j) Irrespective of any adjustment or change in the Purchase Price or in the number of one
ten-thousandths of a Preferred Share issuable upon the exercise of the Rights, the Right Certificates theretofore
and thereafter issued may continue to express the Purchase Price and the number of one ten-thousandths of a
Preferred Share which were expressed in the initial Right Certificates issued hereunder.
D-14
Appendix D
(k) Before taking any action that would cause an adjustment reducing the Purchase Price below one
ten-thousandth of the then par value, if any, of the Preferred Shares issuable upon exercise of the Rights,
the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid and nonassessable Preferred Shares at such adjusted
Purchase Price.
(l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made
effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice
thereof to the Rights Agent; and until such written notice is received by the Rights Agent, the Rights Agent may
presume conclusively that no such election has occurred) until the occurrence of such event issuing to the
holder of any Right exercised after such record date of the Preferred Shares and other capital stock or securities
of the Company, if any, issuable upon such exercise over and above the Preferred Shares and other capital stock
or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect
prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of
the event requiring such adjustment.
(m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make
such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11,
as and to the extent that it, in its sole discretion, shall determine to be advisable in order that any consolidation
or subdivision of the Preferred Shares, issuance wholly for cash of any Preferred Shares at less than the current
market price, issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into
or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of
rights, options or warrants referred to in Section 11(b) hereof, hereafter made by the Company to holders of the
Preferred Shares shall not be taxable to such shareholders.
(n) In the event that, at any time after February 13, 2019 and prior to the Distribution Date, the
Company shall (i) declare or pay any dividend on the Common Shares payable in Common Shares, or (ii) effect
a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise) into a
greater or lesser number of Common Shares, then, in any such case, (A) the number of one ten-thousandths of a
Preferred Share purchasable after such event upon proper exercise of each Right shall be determined by
multiplying the number of one ten-thousandths of a Preferred Share so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of Common Shares outstanding immediately before
such event and the denominator of which is the number of Common Shares outstanding immediately after such
event, and (B) each Common Share outstanding immediately after such event shall have issued with respect to
it that number of Rights which each Common Share outstanding immediately prior to such event had issued
with respect to it. The adjustments provided for in this Section 11(n) shall be made successively whenever such a
dividend is declared or paid or such a subdivision, combination or consolidation is effected.
Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is
made as provided in Section 11 hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such
adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the
Preferred Shares and the Securities and Exchange Commission a copy of such certificate and (c) if such
adjustment occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustments or statements therein contained and shall have no duty or liability with
respect to, and shall not be deemed to have knowledge of, any such adjustment or event unless and until it shall
have received such certificate.
Section 13. [Reserved].
Section 14. Fractional Rights and Fractional Shares.
(a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates
which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of
the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in
cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section
14(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant
to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable.

Appendix D
(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions
which are integral multiples of one ten-thousandth of a Preferred Share) upon exercise of the Rights or to
distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral
multiples of one ten-thousandth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one
ten-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts,
pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that
such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and
preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such
depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one ten-thousandth of
a Preferred Share, the Company shall pay to the registered holders of Right Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the same fraction of the current market value of
one Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall
be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i)
hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of one of the events specified in Section 11 hereof giving rise to the right
to receive Common Shares or other securities upon the exercise of a Right, the Company will not be required to
issue fractions of Common Shares or other securities upon exercise of the Rights or to distribute certificates
which evidence fractional Common Shares or other securities. In lieu of fractional Common Shares or other
securities, the Company may pay to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the current market value of one
share of Common Shares or other securities. For purposes of this Section 14(c), the current market value of one
share of Common Shares is the closing price of one share of a Common Share for the Trading Day immediately
prior to the date of such exercise.
(d) The holder of a Right, by the acceptance of the Right, expressly waives such holder’s right to
receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above).
(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent
under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate
setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in
calculating such payments; and (ii) provide sufficient monies to the Rights Agent in the form of fully collected
funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and
has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or
fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional
shares unless and until the Rights Agent has received such a certificate and sufficient monies.
Section 15. Rights of Action. All rights of action in respect of this Agreement, excepting the rights of
action given to the Rights Agent hereunder, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any
registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares), without the
consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of
the Common Shares), may, on such holder’s own behalf and for such holder’s own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, such holder’s right to exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy
at law for any breach of this Agreement by the Company, and will be entitled to specific performance of the
obligations hereunder, and injunctive relief against actual or threatened violations by the Company of its
obligations hereunder.
Section 16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and
agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights shall be evidenced by the balances indicated in the
book-entry account system of the transfer agent for the Common Shares registered in the names of the holders
of Common Shares (which Common Shares shall also be deemed to represent certificates for Rights) or, in the
case of certificated shares, the certificates for the Common Shares registered in the names of the holders of the
Common Shares (which certificates for Common Shares also constitute certificates for Rights) and each Right is
transferable only in connection with the transfer of the Common Shares;
D-16
Appendix D
(b) after the Distribution Date, the Right Certificates are transferable only on the registry books of the
Rights Agent if surrendered at the office(s) of the Rights Agent designated for such purpose, duly endorsed or
accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly
completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the
Rights Agent may reasonably request;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right
Certificate (or, prior to the Distribution Date, the associated balance indicated in the book-entry account system
of the transfer agent for the Common Shares, or in the case of certificated shares, by the associated Common
Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Right Certificate or the associated balance
indicated in the book-entry account system of the transfer agent for the Common Shares. or in the case of
certificated shares, by the associated Common Shares certificate made by anyone other than the Company or
the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected
by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights
Agent has any liability to any holder of a Right or any other Person (without limiting any of the rights of the
Rights Agent under Section 18) as a result of the inability of the Company or the Rights Agent to perform any of
its or their obligations under this Agreement by reason of any preliminary or permanent injunction or other
order, decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or
by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise
restraining performance of such obligation; provided, however, the Company shall use its commercially
reasonable efforts to have any such injunction, order, decree, judgment or ruling lifted or otherwise overturned
as promptly as practicable.
Section 17. Right Certificate Holder Not Deemed a Shareholder. No holder, as such, of any Right
Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred
Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon
the holder of any Right Certificate, as such, any of the rights of a shareholder of the Company or any right to
vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights,
or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.
Section 18. Concerning the Rights Agent.
(a) The Company agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and from time to time,
on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable and documented
expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery,
amendment, administration and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent and its Affiliates, employees, officers,
directors, representatives and advisors for, and to hold it harmless against, any loss, liability, damage, demand,
judgment, fine, penalty, claim, settlement, cost or expense (including the reasonable and documented fees and
expenses of legal counsel) for any action taken, suffered or omitted to be taken by the Rights Agent pursuant to
or arising from this Agreement or in connection with the execution, acceptance, administration, exercise and
performance of its duties under this Agreement, including the reasonable and documented costs and expenses
of defending against any claim of liability arising therefrom, directly or indirectly. The reasonable costs and
expenses incurred in enforcing this right of indemnification shall also be paid by the Company.
(b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of
any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of
this Agreement and the exercise and performance of its duties hereunder in reliance upon any Rights Certificate
or book-entry for Common Shares or other securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statements or
other paper or document believed by it to be genuine and to be executed and shall not be obligated to verify
the accuracy or completeness of such instrument, power of attorney, endorsement, affidavit, letter, notice,

Appendix D
direction, consent, certificate, statements or other paper or document and, where necessary, guaranteed,
verified or acknowledged, by the proper Person or Persons, or upon any written instructions or statements from
the Company with respect to any matter relating to its acting as Rights Agent hereunder without further inquiry
or examination on its part, or otherwise upon the advice or opinion of counsel as set forth in Section 20(a)
hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to
receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for
failing to take action in connection therewith unless and until it has received such notice in writing.
(c) Notwithstanding anything in this Agreement to the contrary, in no case shall the Company be liable
with respect to any action, proceeding, suit or claim against the Rights Agent unless the Rights Agent shall have
notified the Company hereof of the assertion of such action, proceeding, suit or claim against the Rights Agent,
promptly after the Rights Agent shall have notice of such assertion of an action, proceeding, suit or claim or
have been served with the summons or other first legal process giving information as to the nature and basis of
the action, proceeding, suit or claim; provided that the failure to provide such notice promptly shall not affect
the rights of the Rights Agent hereunder and shall not relieve the Company of any liability to the Rights Agent,
except to the extent that such failure actually prejudices the Company. The Company shall be entitled to
participate at its own expense in the defense of any such action, proceeding, suit or claim. The Rights Agent
agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which
it may seek indemnification from the Company without the prior written consent of the Company, which shall
not be unreasonably withheld, conditioned or delayed.
(d) The provisions of this Section 18 and Section 20 hereof shall survive the termination or expiration
of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination or
expiration of the Rights. Notwithstanding anything in this Agreement to the contrary, in no event shall the
Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood
of such loss or damage and regardless of the form of the action; and the Company agrees to indemnify the
Rights Agent and its affiliates, directors, employees, representatives and advisors and hold them harmless to the
fullest extent permitted by law against any loss, liability or expense incurred as a result of claims for special,
punitive, incidental, indirect or consequential loss or damages of any kind whatsoever. Any liability of the Rights
Agent under this Agreement shall be limited to the amount of annual fees (but not including any reimbursed
costs) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the
event for which recovery from the Rights Agent is being sought.
Section 19. Merger or Consolidation or Change of Name of Rights Agent.
(a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which
the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to
the corporate trust, stock transfer or other shareholder services business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible
for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or
substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be
deemed a merger or consolidation for purposes of this Section 19. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been
countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a
predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of
the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such
cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the
Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time
any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights
Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.
D-18
Appendix D
Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations expressly
imposed by this Agreement (and no implied duties or obligations) upon the following terms and conditions,
by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company or an
employee of the Rights Agent), and the advice or opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent, and the Rights Agent will have no liability for or in respect of,
any action taken or omitted by it in the absence of bad faith and in accordance with such advice or opinion.
(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by
any one of the Chief Executive Officer, Chief Financial Officer, the President, General Counsel, any Senior Vice
President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full and complete authorization and protection to the Rights Agent for any action taken or suffered or
omitted to be taken by it in the absence of bad faith under the provisions of this Agreement in reliance upon
such certificate. The Rights Agent shall have no duty to act without such a certificate from an officer of the
Company as set forth in the preceding sentence.
(c) The Rights Agent shall be liable hereunder to the Company and any other Person only for its own
gross negligence, bad faith, or willful misconduct (which gross negligence, bad faith or willful misconduct must
be determined by a court of competent jurisdiction in a final non-appealable order, judgment, decree or ruling).
Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive,
indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of
the form of the action; and the Company agrees to indemnify the Rights Agent and its Affiliates, directors,
employees, representatives and advisors and to hold them harmless to the fullest extent permitted by law
against any loss, liability or expense incurred as a result of claims for special, punitive, incidental, indirect or
consequential loss or damage of any kind whatsoever.
(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals
contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to have been made by the
Company only.
(e) The Rights Agent shall not have any liability nor be under any responsibility in respect of the
legality or validity of this Agreement or the execution and delivery hereof (except the due execution hereof by
the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in
this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the
Rights (including the Rights becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms
of the Rights (including the manner, method or amount thereof) provided for in Section 3, 11, 23 or 24 hereof,
or the ascertaining of the existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates subject to the terms and conditions hereof
after actual notice that such change or adjustment is required); nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or reservation of any Preferred Shares to be issued
pursuant to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when issued,
be validly authorized and issued, fully paid and nonassessable.
(f) The Rights Agent shall not be liable or responsible for any failure of the Company to comply with
any of its obligations relating to any registration statement filed with the Securities and Exchange Commission
or this Agreement, including obligations under application regulation or law.
(g) The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written
demand from any holder of Rights with respect to any action or default by the Company, including, without
limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or to make any demand upon the Company.

Appendix D
(h) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances
as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.
(i) The Rights Agent is hereby authorized and directed to accept verbal or written instructions with
respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to
be one of the Chief Executive Officer, Chief Financial Officer, the President, General Counsel, any Senior Vice
President, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions
in connection with its duties under this Agreement, and such advice or instruction shall be full authorization and
protection to the Rights Agent and the Rights Agent shall have no duty to independently verify the accuracy or
completeness of such advice or such instructions and it shall not be liable for any action taken or suffered by it
in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while
waiting for those instructions. The Rights Agent will not be held to have notice of any change of authority of any
person until its receipt of written notice thereof from the Company in accordance with this Agreement. Any
application by the Rights Agent for written instructions from the Company may, at the option of the Rights
Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent
under this Agreement and the date on and/or after which such action shall be taken or such omission shall be
effective. The Rights Agent shall be fully authorized and protected in relying upon the most recent verbal or
written instructions received from any such officer, and shall not be liable for any action taken, suffered or
omitted to be taken by the Rights Agent in accordance with a proposal included in any such application on or
after the date specified in such application (which date shall not be less than five (5) Business Days after the
date any officer of the Company actually receives such application unless any such officer shall have consented
in writing to an earlier date) unless, prior to taking any such action (or the effective date in the case of an
omission), the Rights Agent shall have received written instructions in response to such application specifying
the action to be taken, suffered or omitted to be taken.
(j) The Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy,
sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall
preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.
(k) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or
perform any duty hereunder either itself (through its directors, officers and/or employees) or by or through its
attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default,
neglect or misconduct of any such attorneys or agents or for any loss to the Company, any holder of Rights or
any other Person resulting from any such act, omission, default, neglect or misconduct, absent gross negligence,
bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a
final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) in the selection and
continued employment thereof.
(l) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any
of its rights or powers if the Rights Agent has reasonable grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not reasonably assured to it.
(m) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer,
either (i) the certificate attached to the form of assignment or form of election to purchase, as the case may be,
has either not been properly completed or indicates an affirmative response to clause 1 and/or 2 thereof, or (ii)
any other actual or suspected irregularity exists, the Rights Agent shall not take any further action with respect
to such requested exercise or transfer without first consulting with the Company, and the Rights Agent shall not
be liable for any delays arising from the duties under this Section 20(m).
(n) In the event that the Rights Agent reasonably believes any ambiguity or uncertainty exists
hereunder or in any notice, instruction, direction, request or other communication, paper or document received
by the Rights Agent hereunder, the Rights Agent may (upon notice to the Company of such ambiguity or
uncertainty), in its sole discretion, refrain from taking any action, and will be fully protected and will not be liable
or responsible in any way to the Company or other Person or entity for refraining from taking such action, unless
the Rights Agent receives written instructions signed by the Company which eliminates such ambiguity or
uncertainty to the reasonable satisfaction of the Rights Agent.
D-20
Appendix D
(o) The Rights Agent shall have no responsibility to the Company, any holders of Rights or any holders
of Common Shares for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement.
(p) The Rights Agent shall not be required to take notice or be deemed to have notice of any event or
condition hereunder, including any event or condition that may require action by the Rights Agent, unless the
Rights Agent shall be specifically notified in writing of such event or condition by the Company, and all notices
or other instruments required by this Agreement to be delivered to the Rights Agent must, in order to be
effective, be received by the Rights Agent, and in the absence of such notice so delivered, the Rights Agent may
conclusively assume no such event or condition exists.
(q) The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon
(a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the
Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance
program in addition to, or in substitution for, the foregoing; or (b) any law, act or regulation of the same.
Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and
be discharged from its duties under this Agreement upon at least thirty (30) days’ notice in writing to the
Company in accordance with Section 26 hereof, and in the event that the Rights Agent or one of its Affiliates is
not also the transfer agent for the Company, to each transfer agent of the Common Shares or Preferred Shares
in which case the Company will give or cause to be given written notice to the holders of the Right Certificates
by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights
Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its
duties under this Agreement as of the effective date of such termination, and the Company shall be responsible
for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent
upon at least thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified
mail, and, if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class
mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of
thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (which holder
shall, with such notice, submit such holder’s Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court,
shall be (a) a Person organized and doing business under the laws of the United States or of any State, in good
standing, which is authorized under such laws to exercise corporate trust, stock transfer, or shareholder services
powers and is subject to supervision or examination by federal or state authority and which at the time of its
appointment as Rights Agent has, along with its Affiliates, a combined capital and surplus of at least $50 million,
or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named
as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute
and deliver any conveyance, act or deed necessary for the purpose (but such predecessor Rights Agent shall
not be required to make any additional expenditure or assume any additional liability in connection with the
foregoing), in each case at the sole expense of the Company. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.

Appendix D
Section 22 Issuance of New Right Certificates. Notwithstanding any of the provisions of this
Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change made in
accordance with the provisions of this Agreement in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement. In addition, in connection with the issuance or sale of Common Shares following
the Distribution Date (other than upon exercise of a Right) and prior to the earlier of the Redemption Date, Early
Expiration Date or Final Expiration Date, the Company (a) shall, with respect to Common Shares so issued or
sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise,
conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if
deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number
of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate may be
issued if, and to the extent that, the Company, in its sole discretion, determines that such issuance would
jeopardize or endanger the value or availability to the Company of the NOLs or otherwise create a significant
risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would
be issued, and (ii) no such Rights Certificate may be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof.
Section 23 Redemption.
(a) The Board may, at its option, at any time prior to the Distribution Date, redeem all but not less than
all of the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect
any stock dividend, subdivision, combination or consolidation of the Common Shares (by reclassification or
otherwise) or similar transaction occurring after the date hereof (such redemption price being hereinafter
referred to as the “Redemption Price”). The redemption of the Rights by the Board may be made effective at
such time, on such basis and with such conditions as the Board, in its sole discretion, may establish.
(b) Immediately upon the action of the Board ordering the redemption of the Rights pursuant to
paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption
Price. The Company shall promptly give (i) written notice to the Rights Agent of any such redemption (and until
such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such
redemptions have occurred); and (ii) public notice of any such redemption; provided, however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days
after such action of the Board ordering the redemption of the Rights, the Company shall mail a notice of
redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent
for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of redemption will state the method by which
the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates
may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set
forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common
Shares prior to the Distribution Date.
Section 24. Exchange.
(a) The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common
Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section
11(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”).
(b) Immediately upon the action of the Board ordering the exchange of any Rights pursuant to
paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that
number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give (i) written notice to the Rights Agent of any such exchange, and
(ii) public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange (and until such written notice is received by the Rights Agent, the
Rights Agent may presume conclusively that no such exchange has occurred). The Company shall promptly mail
a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the
D-22
Appendix D
registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such notice of exchange will state the method by
which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial exchange,
the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the
number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of Rights.
(c) In the event that there shall not be sufficient Common Shares issued but not outstanding or
authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24,
the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance
upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such
action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each
Common Share that would otherwise be issuable upon exchange of a Right, a number of one ten-thousandths of
a Preferred Share that would have been purchasable assuming exercise of a Right immediately before the
Shares Acquisition Date.
(d) The Company shall not be required to issue fractions of Common Shares or to distribute
certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company
shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares
would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a
whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common
Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section
11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.
Section 25. Notice of Certain Events.
(a) In case the Company shall, at any time after the Distribution Date, propose (i) to pay any dividend
payable in stock of any class to the holders of the Preferred Shares or to make any other distribution to the
holders of the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of the
Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of
stock of any class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred
Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to
effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more
of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common
Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common
Shares (by reclassification or otherwise), then, in each such case, the Company shall give to each holder of a
Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which
such subdivision, combination or consolidation (by way of reclassification or otherwise), merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the
Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for
determining holders of the Preferred Shares for purposes of such action, and, in the case of any such other
action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier.
(b) In case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall, as soon as
practicable thereafter, give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice
of the occurrence of such event, which notice shall describe such event and the consequences of such event to
holders of Rights under Section 11(a)(ii) hereof.

Appendix D
Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the
Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made
if by electronic transmission or sent by first-class or express United States mail, or recognized overnight
delivery, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:
100 CenturyLink Drive
Monroe, LA 71203
Attention: Company Secretary
Email: stacey.goff@lumen.com
Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given
or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently
given or made if in writing by or sent by first-class mail or express United States mail, or recognized overnight
delivery, postage prepaid, addressed (until another address is filed in writing with the Company) or by facsimile
transmission (with receipt confirmation) as follows:
150 Royall Street
Canton, MA 02021
Attention: Client Services
Facsimile: (781) 575-4210
Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to
the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry books of the Rights Agent (or
the Company’s transfer agent prior to the Distribution Date); provided that prior to the Distribution Date a filing
by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders
of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need
be given.
Section 27. Supplements and Amendments. The Company may from time to time supplement or
amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity,
to correct or supplement any provision contained herein which may be defective or inconsistent with any other
provisions herein, to shorten or lengthen any time period hereunder, or to amend or make any other provisions
with respect to the Rights which the Company may deem necessary or desirable, any such supplement or
amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however,
that, from and after the Distribution Date, this Agreement shall not be amended in any manner which would
adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person). Upon the delivery of a certificate from any appropriate officer of the
Company authorized to executed Right Certificates (or specified in Section 5 hereof) that states that the
proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall
execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be
obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties,
obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be
effective unless duly executed by the Rights Agent and the Company.
Section 28. Successors. All the covenants and provisions of this Agreement by or for the benefit of
the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and
assigns hereunder.
Section 29. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any
Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under
this Agreement.
D-24
Appendix D
Section 30. Severability. If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in
no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority
to be invalid, null and void or unenforceable and the Board determines in good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right
of redemption set forth in Section 23 hereof shall be reinstated and will not expire until the Close of Business on
the tenth (10th) Business Day following the date of such determination by the Board; provided, further, that if
any such severed term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or
obligations of the Rights Agent, then the Rights Agent shall be entitled to resign immediately.
Section 31. Governing Law. This Agreement, each Right, and each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state, except that the rights, duties and obligations of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of New York applicable to contracts to be
made and performed entirely within such state.
Section 32. Counterparts. This Agreement may be executed in one or more counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. Delivery of an executed signature page of this Agreement by
facsimile or any other customary means of electronic transmission (e.g., PDF) shall be effective as delivery of a
manually executed counterpart hereof.
Section 33. Descriptive Headings; Interpretation. Descriptive headings of the several Sections of this
Agreement are inserted for convenience only and shall not control or affect in any way the meaning or
construction of any of the provisions hereof. The words “include,” “includes” and “including” shall be deemed to
be followed by the phrase “without limitation.” Each reference in this Agreement to a period of time following or
after a specified date or event shall be calculated without including such specified date or the day on which
such specified event occurs.
Section 34. Determinations and Actions by the Board. For all purposes of this Agreement, any
calculation of the number of Common Shares outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Common Shares of which any Person is the
Beneficial Owner, will be made in accordance with, as the Board deems to be applicable, the last sentence of
Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of
Section 382. The Board will have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or
advisable in the administration of this Agreement, including without limitation the right and power to (i)
interpret the provisions of this Agreement (including without limitation Section 23, Section 24, Section 27, this
Section 34, Section 35 and other provisions hereof relating to its powers or authority hereunder) and (ii) make
all determinations deemed necessary or advisable for the administration of this Agreement (including without
limitation any determination contemplated by Section 1(b) and 1(o) or any determination as to whether
particular Rights shall have become void). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done
or made by the Board in good faith will (x) be final, conclusive and binding on the Company, the Rights Agent,
the holders of the Rights and all other parties and (y) not subject any member of the Board to any liability to
any Person, including without limitation the Rights Agent and the holders of the Rights.
Section 35. Process to Seek Exemption. Any Person who desires to effect any acquisition of Common
Shares that would, if consummated, result in such Person (together with its Affiliates and Associates)
beneficially own 4.9% or more of the then outstanding Common Shares (or, in the case of a Person excluded
from the definition of “Acquiring Person” in clause (i) of such definition, such applicable percentage) (a
“Requesting Person”) may, prior to the Shares Acquisition Date, and in accordance with this Section 35,
request that the Board grants an exemption with respect to such acquisition under this Agreement (an
“Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by registered mail,
return receipt requested, to the Secretary of the Company at the principal executive office of the Company. To
be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person,

Appendix D
(b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together
with all Affiliates and Associates of the Requesting Person, (c) a reasonably detailed description of the
transaction or transactions by which the Requesting Person would propose to acquire Beneficial Ownership of
Common Shares aggregating 4.9% or more of the then outstanding Common Shares (or, in the case of a person
excluded from the definition of “Acquiring Person” in clause (i) of such definition, such applicable percentage)
and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire
and (d) a reasonably detailed statement of the benefits such Requesting Person expects to be received by the
Company and the other shareholders of the Company were the exemption to be granted. The Board shall make
a determination whether to grant an exemption in response to an Exemption Request as promptly as
practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of
the Board to make a determination within such period shall be deemed to constitute the denial by the Board of
the Exemption Request. The Board may deny an Exemption Request if the Board determines, in its sole
discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person could
jeopardize or endanger the availability to the Company of the NOLs or for whatever other reason the Board
deems reasonable, desirable or appropriate. Any exemption granted hereunder may be granted in whole or in
part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree
that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and
percentage of shares approved by the Board or that it will not make another Exemption Request), in each case
as and to the extent the Board shall determine necessary, desirable or appropriate.
Section 36. Tax Compliance and Withholding. The Company hereby authorizes the Rights Agent to
deduct from all payments disbursed by the Rights Agent to the holders of the Rights, if applicable, the tax
required to be withheld pursuant to Sections 1441, 1442, 1445, 1471 through 1474, and 3406 of the Internal
Revenue Code of 1986, as amended, or by any federal or state statutes subsequently enacted, and to make the
necessary returns and payments of such tax to the relevant taxing authority. The Company will provide
withholding and reporting instructions to the Rights Agent from time to time as relevant, and upon request of
the Rights Agent. The Rights Agent shall have no duties with respect to tax withholding, reporting, or payment
except as specifically instructed by the Company to be performed in accordance with applicable law.
Section 37. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights
Agent will not have any liability for not performing, or a delay in the performance of, any act, duty, obligation or
responsibility by reason of any occurrence beyond the reasonable control of the Rights Agent (including,
without limitation, any act or provision of any present or future law or regulation or governmental authority,
any act of God, epidemics, pandemics, war, civil or military disobedience or disorder, riot, rebellion, terrorism,
insurrection, fire, earthquake, storm, flood, strike, work stoppage, interruptions or malfunctions of computer
facilities, loss of data due to power failures or mechanical difficulties with information, labor dispute, accident
or failure or malfunction of any utilities, communication or computer (software or hardware) services or
similar occurrence).
Section 38. [Reserved].
[Remainder of this page intentionally left blank.]
D-26
Appendix D
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
attested, all as of the day and year first above written.

By /s/ Stacey W. Goff
Name: Stacey W. Goff
Title: Executive Vice President, General Counsel
and Secretary

By /s/ Kerri Altig
Name: Kerri Altig
Title: Manager, Client Management
[Signature Page to Second Amended and Restated Section 382 Rights Agreement]

Appendix E
Proposed Amendments to Our Articles

of Incorporation
If the proposals to amend our articles of incorporation are approved and the Board elects to implement a
Reverse Stock Split, Section A of Article III of our restated articles of incorporation would be amended and
restated as follows (with language to be removed being shown as a strikethrough and language to be added
being shown in boldface underscored text):
ARTICLE III
Capital
A. Authorized Stock. The Corporation shall be authorized to issue an aggregate of 2,202,000,000 202,000,000
shares of capital stock, of which 2,200,000,000 200,000,000 shares shall be Common Stock, $1.00 no* par
value per share, and 2,000,000 shares shall be Preferred Stock, $25.00 par value per share.
As of the Effective Time (as defined below), pursuant to the Louisiana Business Corporation Act and these
Articles of Amendment to the Articles of Incorporation of the Corporation, each [__] shares of the
Corporation’s Common Stock issued and outstanding at such time shall, automatically and without any action
on the part of the respective holders thereof, be combined and converted into one validly issued, fully-paid
and non-assessable share of the Corporation’s Common Stock (the “Reverse Stock Split”). No fractional
shares shall be issued in connection with the Reverse Stock Split and, in lieu thereof, any shareholder who
would otherwise be entitled to receive in connection therewith a fractional interest in a share of Common
Stock shall instead be entitled to receive a cash payment equal to the product determined by multiplying
such fraction by the average of the closing sales prices per share of the Common Stock for the five
consecutive trading days immediately preceding the Effective Date (as defined below) as reported on the
New York Stock Exchange (with such average closing sales price being multiplied by [___]), without interest.
For purposes of the foregoing paragraph, “Effective Date” means [_______ __], 2024 and “Effective Time”
means 2:01 a.m. Central Time on the Effective Date.
* If the shareholders approve the Par Value Elimination Proposal, Section A of Article III will be amended to remove par value regardless of
whether the Reverse Split and Share Reduction Proposals are approved or implemented.
E-1
Corporate Headquarters
100 CenturyLink Drive
Monroe, Louisiana 71203
General Information: 318-388-9000
Transfer Agent
For address changes, stock transfers, name changes, registration changes, lost stock certificates and stock
holdings, please contact:
Computershare Investor Services L.L.C.
Post Office Box 505000
Louisville, Kentucky 40233
1-800-969-6718
www.computershare.com/lumen
Auditors
KPMG LLP
1225 17th Street, Suite 800
Denver, Colorado 80202
Investor Relations
Inquiries by securities analysts, investment professionals and shareholders about Lumen Technologies, Inc.
common stock, including requests for any SEC or other shareholder reports should be directed to:
investor.relations@lumen.com
ir.lumen.com
Annual Report
After the close of each fiscal year, Lumen Technologies, Inc. submits an Annual Report on Form 10-K to the SEC
containing certain additional information about its business. A copy of the 10-K report may be obtained without
charge by addressing your request to Stacey W. Goff, Secretary, Lumen Technologies, Inc., 100 CenturyLink
Drive, Monroe, Louisiana 71203, or by visiting our website at www.lumen.com.
Common Stock
Lumen common stock is traded on the New York Stock Exchange under the symbol LUMN.
As of the Record Date, we had 1,016,005,958 shares of common stock and 7,018 shares of Series L preferred
stock issued and outstanding. There were 77,671 shareholders of record.
Lumen, Lumen Technologies, Inc. and the Lumen logos are either registered service marks or service marks of
Lumen Technologies, Inc. and/or one of its affiliates in the United States and/or other countries. Any other
service names, product names, company names or logos included herein are the trademarks or service marks of
their respective owners.
Communications to the Board
Communication with shareholders and other interested parties is an important part of the governance process.
Any shareholder or other stakeholder who wishes to contact the Board, Chairman or any Director can send
correspondence to:
Write: P.O. Box 5061; Monroe, Louisiana 71211
Email: boardinquiries@lumen.com
2023 ANNUAL REPORT 2024 PROXY STATEMENT E-2

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CEO Letter

Dear Lumen Shareholders

Strengthening our Balance Sheet

2023 ANNUAL REPORT 2024 PROXY STATEMENT 3

Executing on the Core Turnaround

Innovating for Growth

President and Chief Executive Officer

2023 ANNUAL REPORT 2024 PROXY STATEMENT 5

Notice of 2024 Annual 8 Value of Our Common Shares

Our Director Nominees 22 2023 Executive Compensation Aligned with 80

03 Proposals Related to Compensation Arrangements Related to

Reverse Stock Split Other Benefits 107

SECTION FIVE 109

Role of Compensation Consultants 112

We include website addresses throughout this Proxy

2023 ANNUAL REPORT 2024 PROXY STATEMENT 7

ITEM 4 ITEM 5 ITEM 6

By Internet By phone By Mail Live virtual meeting

Headquarters: 100 CenturyLink Drive, Monroe, LA 71203

Stacey W. Goff, Secretary

Financial Strength: 2023 Results Our Brands and Assets

79% from Business $10 350,000

21% from Mass Markets

Our Customers(1) 3.7

$2.0 $3.0 18.1

$1.8 Our Employees

2023 ANNUAL REPORT 2024 PROXY STATEMENT 9

Strategic Plan for Growth

Secure the Base Drive Commercial Excellence Innovate for Growth

Key 2023 Business Highlights

* As of January 5, 2024 serves as EVP, Chief Revenue Officer.

We commit to Protecting Empowering We want our employees

2023 ANNUAL REPORT 2024 PROXY STATEMENT 11

Energy and Emissions Supplier Diversity Membership Highlights

Lumen Cares Program Sustainable Packaging Sustainability Reporting Frameworks

CDP climate change questionnaire

Where to Find More

2023 ANNUAL REPORT 2024 PROXY STATEMENT 13

Election of Directors u See page 19

The Board unanimously recommends a vote FOR each nominee

Board Nominee Composition

☐ Diverse ☐ in 50s ☐ in 60s ☐ in 70s ☐ shorter term (1-5 years)

☐ Women ☐ mid-range (6-10 years)

☐ Racially or ethnically diverse ☐ longer-term (>10 years)

Customer Global Business

Industry Risk Management/

M&A Experience/ Technology &

Strategic Skills Enhanced in the Past 5 Years

Secure the Base Drive Commercial Excellence Innovate for Growth

Customer Experience Global Business Experience Digital Transformation

Industry Experience M&A Experience/Legal Technology & Innovation

2023 ANNUAL REPORT 2024 PROXY STATEMENT 15

Ratify KPMG as Our 2024

The Board unanimously recommends a vote FOR this proposal

Approval of Our 2024 Equity

The Board unanimously recommends a vote FOR this proposal

Ratify the Amendment and

The Board unanimously recommends a vote FOR this proposal

Approval of a Reverse Stock Split See page 65

The Board unanimously recommends a vote FOR this proposal