CenturyLink 2015 Annual Report Download - page 69

In addition, under our insider trading policy, our senior officers and directors are prohibited from holding
our securities in a margin account or otherwise pledging our securities as collateral.
We believe that all of our senior officers and directors are currently in compliance with our anti-hedging and
anti-pledging policies.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code (the “Code”) limits the amount of compensation paid to our
CEO and our other three most highly compensated executive officers, other than our CFO, that may be deducted
by us for federal income tax purposes in any fiscal year to $1,000,000. “Performance-based” compensation that
has been approved by our shareholders and otherwise satisfies the performance-based requirements under
Section 162(m) of the Code is not subject to the Code’s $1,000,000 deduction limit. While the Compensation
Committee believes that it is important for compensation paid to such covered employees to be tax deductible
under the Code, the Compensation Committee also recognizes the need to retain flexibility to make
compensation decisions, in the exercise of its business judgment, that may not meet the standards of
Section 162(m) in order to enable us to continue to attract, retain, reward and motivate highly-qualified
executives. Section 162(m) is highly technical and complex, so that even when we seek favorable tax treatment
thereunder, we cannot assure you that our tax position will prevail.
Impact of FASB ASC Topic 718
The accounting standards applicable to the various forms of long-term incentive plans under Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (formerly FASB
Statement 123R) constitute one factor that we consider in the design of long-term equity incentive programs. We
monitor FASB ASC Topic 718 expense to ensure that it is reasonable, but expense will not be the most important
factor in making decisions about our long-term incentive plans.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the report included above
under the heading “Compensation Discussion and Analysis.” Based on this review and discussion, the
Compensation Committee recommended to the Board that the Compensation Discussion and Analysis report be
included in this proxy statement and incorporated into our Annual Report on Form 10-K for the year ended
December 31, 2015.
Submitted by the Compensation Committee of the Board of Directors.*
Laurie A. Siegel (Chair) Virginia Boulet
Gregory J. McCray William A. Owens
* Following the submission of this report, Michael J. Roberts replaced Gregory J. McCray on the
Compensation Committee.
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