2018 Annual Report and 2019 Proxy Statement

2018 Annual Report and 2019 Proxy Statement

All references in this proxy statement or related materials to "we," "us," "our," the "Company" or "CenturyLink" refer to CenturyLink, Inc. In addition, each reference to (i) the "Board" refers to our Board of Directors, (ii) "Voting Shares" refers collectively to our shares of Common Stock ("Common Shares") and shares of Series L Preferred Stock ("Preferred Shares"), (iii) our "executives" or "executive officers" refers to our four executive officers listed on page 7 of this proxy statement, (iv) "meeting" refers to the 2019 annual meeting of our shareholders described further herein, (v) "named executives," "named officers," "named executive officers" or "NEOs" refers to the seven current or former executive officers listed in the Summary Compensation Table appearing on page 71 of this proxy statement, (vi) "senior officers" refers to our executive officers and a limited number of additional officers whose compensation is determined by the Human Resources and Compensation Committee of our Board, (vii) "Embarq" refers to Embarq Corporation, which we acquired on July 1, 2009, (viii) "Qwest" refers to Qwest Communications International Inc., which we acquired on April 1, 2011, (ix) "Level 3" refers to Level 3 Communications, Inc., prior to the Level 3 Combination on November 1, 2017, and to its successor-in-interest Level 3 Parent, LLC thereafter, (x) "Level 3 Combination" refers to our business combination with Level 3, which was publicly announced on October 31, 2016 and consummated on November 1, 2017 (which we from time to time refer to as the "Closing" or "Closing Date"), and (xi) the "SEC" refers to the U.S. Securities and Exchange Commission. Unless otherwise provided, all information is presented as of the date of this proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2019

This proxy statement and related materials are available at .

Forward-Looking Statements

Except for historical and factual information contained herein, matters set forth in our 2019 proxy materials identified by words such as "expects," "believes," "will" and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the "safe harbor" protection thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to uncertainties. Actual events and results may differ materially from those anticipated by us in those statements due to several factors, including those disclosed in our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

To Our Shareholders:

I am pleased to invite you to attend our 2019 Annual Meeting of Shareholders on Wednesday, May 22 at 10:00 am at CenturyLink's headquarters in Monroe, Louisiana. We value your voice and we encourage you to take the time to vote your shares, even if you are unable to attend the meeting in person.

As I close in on my first full year as CEO of CenturyLink, I remain as excited about the future of our company as I was when the acquisition of Level 3 was announced. The capabilities the new CenturyLink offers are essential to our customers' digital transformation and our fiber-rich network is well-positioned to meet the continued growth in bandwidth demand. We believe that coupling that world-class fiber asset with our focus on making ourselves the trusted connection to the networked world will empower our customers' businesses and create real value for our shareholders.

As powerful as our network is, we know that we must make that power easier for our customers to access by continuing to drive higher levels of simplification, automation and customer self-service into our business. This will be difficult and complex work, but as 2018 was about integration and synergy realization, 2019 is about transforming our customer experience and service delivery. By continuing to increase the reliability, security and ease with which customers access our network platform, we not only improve our customers' businesses, but also improve our employees' experience and drive to a more efficient operating model. We believe combining this operational transformation with our powerful network capabilities will be beneficial for our customers and employees, and will create value for our shareholders.

Make no mistake, we believe we have one of the world's most powerful networks for enterprise customers, operating over 450,000 route miles of fiber globally and serving customers in more than 60 countries. We leverage the reach, capacity and depth of our fiber-based network not only to deliver traditional networking services, but also to enable the virtual and software-defined networking capabilities our customers require. By continuing to invest in the expansion and capabilities of our platform, we will remain well-positioned to help our customers drive their own digital transformations and, in doing so, we will continue to transform CenturyLink into an increasingly future-focused company that is fundamental to the digital economy.

Our transformation efforts also extend to our financial transformation. As you know, earlier this year we modified our capital allocation policy to reduce the annual dividend to $1.00 from the previous $2.16 per share. This was obviously a significant decision, but one that we are confident is in CenturyLink's long-term interest. Our business generates significant Free Cash Flow - enough to continue to maintain the dividend at its prior levels. However, by lowering the amount of capital distributed through dividend, we not only increase the pace at which we delever our balance sheet - which can free us up to consider inorganic growth options over time - we also gain greater flexibility to increase our capital investment to fund both growth and cost reduction initiatives. And even with the acceleration of debt reduction and increasing our investment in revenue growth and operating efficiency initiatives, we are still returning more than $1 billion a year of Free Cash Flow to shareholders.

We are also always actively working to fully maximize the value of our asset portfolio. This comes in the form of ongoing investment to extend the reach and capabilities of our network, of continually evaluating inorganic opportunities to enhance our product portfolio and service delivery platform and in pursuing opportunities to unlock value by selling all or parts of non-core lines of business. We believe we can extract value by maximizing the Free Cash Flow from our current portfolio of assets, but we will remain active in our efforts to invest, acquire and, when it creates additional value for shareholders, divest assets that may be more valuable to others than as part of our portfolio.

We are transforming to improve our business and have made significant progress in the integration of Level 3, synergy achievement, improving our service delivery platform, expanding the reach and capabilities of our fiber network and reallocating capital to enable higher levels of both organic and inorganic growth. These initiatives are just the main channels of a wide body of work that will position us for the future.

In the midst of all of this change, there are foundational things from which we do not waiver. Primary among these is our commitment to our Unifying Principles. As we work to transform our business, we are as committed as ever to our core principles of honesty, integrity and fairness. These principles are the foundation of our past success and will continue to define our path forward.

I am excited by the tremendous opportunities that lie ahead for CenturyLink. We have the assets, the people, the services and the financial flexibility both to help our customers achieve their objectives and increase the value of our business. We have a lot of work in front of us and excellent execution will be critical to our success. On behalf of the Board and management team at CenturyLink, you have our unwavering commitment to deliver on your behalf.

Thank you for your continued support of CenturyLink.

Sincerely,

Jeff Storey President and CEO, CenturyLink

Notice of 2019 Annual Meeting of Shareholders

TIME AND DATE 10:00 a.m. local time May 22, 2019

PLACE CenturyLink Auditorium CenturyLink Headquarters 100 CenturyLink Drive Monroe, Louisiana

ITEMS OF BUSINESS (1) Elect as directors the 13 nominees named in the accompanying proxy statement (2) Ratify the appointment of KPMG LLP as our independent auditor for 2019 (3) Amend our Articles of Incorporation to increase our authorized shares of common stock (4) Ratify our NOL Rights Plan described herein (5) Conduct a non-binding advisory vote to approve our executive compensation (6) Act upon a shareholder proposal regarding our lobbying activities, if properly presented at the

meeting (7) Transact such other business as may properly come before the meeting and any adjournment

RECORD DATE You can vote if you were a shareholder of record at the close of business on March 28, 2019.

PROXY VOTING Shareholders are invited to attend the meeting in person. Even if you expect to attend, we urge you to vote in advance using any of the methods listed below.

Stacey W. Goff Secretary April 10, 2019

YOUR VOTE IS IMPORTANT TO US. WE URGE YOUR PARTICIPATION. Using the voting instructions provided in your proxy materials, you may vote one of the following ways:

By Internet: visit

By Phone: call 1-800-690-6903

By Mail: mark, sign, date and

return proxy card

In Person: attend Annual Meeting

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