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LUMEN TECHNOLOGIES, INC.

(LUMN)
  Report
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LUMEN TECHNOLOGIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

08/03/2022 | 05:25pm EDT
Unless the context requires otherwise, (i) references in this report to "Lumen
Technologies" or "Lumen," "we," "us" and "our" refer to Lumen Technologies, Inc.
and its consolidated subsidiaries and (ii) references in this report to "Level
3" refer to Level 3 Parent, LLC and its predecessor, Level 3 Communications,
Inc., which we acquired on November 1, 2017.

All references to "Notes" in this Item 2 of Part I refer to the Notes to Consolidated Financial Statements included in Item 1 of Part I of this report.


Certain statements in this report constitute forward-looking statements. See
"Special Note Regarding Forward-Looking Statements" appearing at the beginning
of this report and "Risk Factors" referenced in Item 1A of Part II of this
report or other of our filings with the SEC for a discussion of certain factors
that could cause our actual results to differ from our anticipated results or
otherwise impact our business, financial condition, results of operations,
liquidity or prospects.

Overview


Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") included herein should be read in conjunction with MD&A and
the other information included in our Annual Report on Form 10-K for the year
ended December 31, 2021 and with the consolidated financial statements and
related notes in Item 1 of Part I of this report. The results of operations and
cash flows for the first six months of the year are not necessarily indicative
of the results of operations and cash flows that might be expected for the
entire year.

We are an international facilities-based technology and communications company
focused on providing our business and mass markets customers with a broad array
of integrated products and services necessary to fully participate in our
rapidly evolving digital world. We operate one of the world's most
interconnected networks. Our platform empowers our customers to rapidly 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. We are among the largest providers of
communications services to domestic and global enterprise customers. Our
terrestrial and subsea fiber optic long-haul network throughout North America,
Europe, and Asia Pacific connects and, prior to the recent closing of our
divestiture of the Latin American business, our Latin American network
connected, to metropolitan fiber networks that we operate. We provide services
in over 60 countries, with most of our revenue being derived in the United
States. As of June 30, 2022, we had approximately 35,000 employees.

Recently Completed Divestiture of the Latin American Business and Planned Divestiture of the ILEC Business


On August 1, 2022, affiliates of Level 3 Parent, LLC, an indirect wholly-owned
subsidiary of Lumen, sold Lumen's Latin American business in exchange for cash
proceeds of approximately $2.7 billion, subject to certain post-closing
adjustments. See Note 17-Subsequent Events for additional details. On August 3,
2021, Lumen and certain of its subsidiaries agreed to divest a substantial
portion of their incumbent local exchange business in exchange for $7.5 billion,
subject to offsets for (i) assumed indebtedness (expected to be approximately
$1.4 billion) and (ii) our transaction expenses, certain of purchaser's
transaction expenses, income taxes and certain working capital and other
customary purchase price adjustments (currently estimated to aggregate to
approximately $1.7 billion). The actual amount of our net after-tax proceeds
from these divestitures could vary substantially from the amounts we currently
estimate, particularly if we experience delays in completing the ILEC
transaction or any of our other assumptions prove to be incorrect. For more
information, see (i) Note 2-Recently Completed Divestiture of the Latin American
Business and Planned Divestiture of ILEC Business to our consolidated financial
statements in Item 1 of Part I of this report and (ii) the risk factors referred
to in Item 1A of Part II of this report.

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Impact of COVID-19 Pandemic

As previously described in greater detail in Item 7 of Part II of our Annual
Report on Form 10-K for the year ended December 31, 2021, in response to the
safety and economic challenges arising out of the COVID-19 pandemic and in a
continued attempt to mitigate the negative impact on our stakeholders, we have
taken a variety of steps to ensure the availability of our network
infrastructure, to promote the safety of our employees and customers, to enable
us to continue to adapt and provide our products and services worldwide to our
customers, and to strengthen our communities. We expect to continue revising our
responses to the pandemic or take additional steps necessary to adjust to
changed circumstances.

Social distancing, business and school closures, travel restrictions, and other
actions taken in response to the pandemic have impacted us, our customers and
our business since March 2020. Beginning the second half of 2020 and continuing
into 2021, we rationalized our leased footprint and ceased using 39 leased
property locations that were underutilized. In conjunction with our plans to
continue to reduce costs, we expect to continue our real estate rationalization
efforts and incur additional costs during the remainder of 2022. Additionally,
as discussed further elsewhere herein, the pandemic resulted in (i) increases in
certain revenue streams and decreases in others, (ii) increases in overtime
expenses, (iii) operational challenges resulting from shortages of certain
components and other supplies that we use in our business, and (iv) delays in
our cost transformation initiatives. We also experienced delayed decision-making
by certain of our customers during 2021. Thus far, these changes have not
materially impacted our financial performance or financial position. However, we
continue to monitor global disruptions and work with our vendors to mitigate
supply chain risks.

We reopened our offices in April 2022 under a "hybrid" working environment, which will permit some of our employees the flexibility to work remotely at least some of the time for the foreseeable future.

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:


•International and Global Accounts ("IGAM"): Our IGAM sales channel includes
multinational and enterprise customers. We provide our products and services to
global enterprise customers and carriers.

•Large Enterprise: Under our large enterprise sales channel, we provide our
products and services to large enterprises and the public sector, including the
U.S. Federal government, state and local governments and research and education
institutions.

•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.


•Wholesale: Under our wholesale sales channel, we provide our products and
services to a wide range of other communication providers across the wireline,
wireless, cable, voice and data center sectors.

•Mass Markets Segment: Under our Mass Markets segment, we provide products and services to residential and small business customers. At June 30, 2022, we served 4.4 million broadband subscribers under our Mass Markets segment.

See Note 12-Segment Information to our consolidated financial statements in Item 1 of Part I of this report for additional information.

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Table of Contents We categorize our Business segment revenue among the following products and services categories:

•Compute and Application Services, which include our Edge Cloud services, IT solutions, Unified Communications and Collaboration ("UC&C"), data center, content delivery network ("CDN") and managed security services;

•IP and Data Services, which include Ethernet, IP, and VPN data networks, including software-defined wide area networks ("SD WAN") based services, Dynamic Connections and Hyper WAN;

•Fiber Infrastructure Services, which include dark fiber, optical services and equipment; and

•Voice and Other, which include Time Division Multiplexing ("TDM") voice, private line and other legacy services.

Since the first quarter of 2022, we have categorized our products and services revenue among the following categories for the Mass Markets segment:

•Fiber Broadband, which includes high speed fiber-based services to residential and small business customers;

•Other Broadband, which primarily includes lower speed copper-based broadband services to residential and small businesses; and

•Voice and Other, which includes revenues from (i) providing local and long-distance services, professional services, and other ancillary services, and (ii) federal broadband and state support payments.

Trends Impacting Our Operations

In addition to the above-described impact of the pandemic, our consolidated operations have been, and are expected to 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 increasingly digital environment and the growth in online video and gaming require 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.

•Industry consolidation, coupled with changes in regulation, technology and
customer preferences, are significantly reducing demand for our traditional
voice services and are pressuring some other revenue streams through volume or
rate reductions, while other advances, such as the need for lower latency
provided by Edge computing or the implementation of 5G networks, are expected to
create opportunities.

•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.

•Declines in our traditional wireline services and other more mature offerings have necessitated right-sizing our cost structures to remain competitive.

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The amount of support payments we receive from governmental agencies has
decreased substantially since December 31, 2021. This and other developments and
trends impacting our operations are discussed elsewhere in this Item 2.

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.

The following table summarizes the results of our consolidated operations for the three and six months ended June 30, 2022 and June 30, 2021:

                                              Three Months Ended June 30,                        Six Months Ended June 30,
                                               2022                  2021                    2022                          2021
                                                                (Dollars in millions, except per share amounts)
Operating revenue                        $       4,612                 4,924                  9,288                         9,953
Operating expenses                               3,700                 3,918                  7,293                         7,960
Operating income                                   912                 1,006                  1,995                         1,993
Total other expense, net                          (459)                 (332)                  (741)                         (687)
Income before income taxes                         453                   674                  1,254                         1,306
Income tax expense                                 109                   168                    311                           325
Net income                               $         344                   506                    943                           981
Basic earnings per common share          $        0.34                  0.47                   0.93                          0.90
Diluted earnings per common share        $        0.34                  0.46                   0.93                          0.90



For years, we have experienced revenue declines, excluding the impact of
acquisitions, primarily due to declines in voice and private line customers,
switched access rates and minutes of use. More recently, we have experienced
declines in revenue derived from the sale of certain of our other products and
services and a reduction in government support payments, in particular the
cessation of the FCC's Connect America Fund II ("CAF II") program. To partially
mitigate these revenue declines, we remain focused on efforts to, among other
things:

•promote long-term relationships with our customers through bundling of integrated services;

•increase the size, capacity, speed and usage of our networks;


•provide a wide array of diverse services, including enhanced or additional
services that may become available in the future due to, among other things,
advances in technology or improvements in our infrastructure;

•provide our premium services to a higher percentage of our customers;

•pursue acquisitions of additional assets or divestitures of non-strategic assets, in each case if available at attractive prices;

•increase prices on our products and services if and when practicable; and

•market our products and services to new customers.

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Revenue

The following tables summarize our consolidated operating revenue recorded under each of our two segments and in our four revenue sales channels within the Business segment described above:

                                              Three Months Ended June 30,
                                                    2022                   2021       % Change
                                                 (Dollars in millions)
Business Segment:
International & Global Accounts        $                        996       1,011           (1) %
Large Enterprise                                                884         945           (6) %
Mid-Market Enterprise                                           626         661           (5) %
Wholesale                                                       910         905            1  %
Business Segment Revenue                                      3,416       3,522           (3) %
Mass Markets Segment Revenue                                  1,196       1,402          (15) %
Total consolidated operating revenue   $                      4,612       4,924           (6) %



                                              Six Months Ended June 30,
                                                   2022                  2021       % Change
                                                (Dollars in millions)
Business Segment:
International & Global Accounts        $                    1,995       2,031            (2) %
Large Enterprise                                            1,761       1,898            (7) %
Mid-Market Enterprise                                       1,262       1,354            (7) %
Wholesale                                                   1,799       1,834            (2) %
Business Segment Revenue                                    6,817       7,117            (4) %
Mass Markets Segment Revenue                                2,471       2,836           (13) %
Total consolidated operating revenue   $                    9,288       9,953            (7) %



Our consolidated operating revenue decreased by $312 million and $665 million,
respectively, for the three and six months ended June 30, 2022 as compared to
the three and six months ended June 30, 2021, due to revenue declines in
substantially all of our revenue categories listed above. See our segment
results below for additional information.
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Operating Expenses

The following tables summarize our operating expenses for the three and six months ended June 30, 2022 and 2021:

                                                           Three Months Ended June 30,
                                                            2022                  2021                 % Change
                                                              (Dollars in millions)
Cost of services and products (exclusive of
depreciation and amortization)                        $       2,058                 2,115                      (3) %
Selling, general and administrative                             815                   762                       7  %
Depreciation and amortization                                   827                 1,041                     (21) %

Total operating expenses                              $       3,700                 3,918                      (6) %



                                                                 Six Months Ended June 30,
                                                                 2022                  2021                 % Change
                                                                   (Dollars

in millions) Cost of services and products (exclusive of depreciation and amortization)

                                          $       4,043                 4,251                       (5) %
Selling, general and administrative                                1,615                 1,518                        6  %
Depreciation and amortization                                      1,635                 2,191                      (25) %

Total operating expenses                                   $       7,293                 7,960                       (8) %


Cost of Services and Products (exclusive of depreciation and amortization)


Cost of services and products (exclusive of depreciation and amortization)
decreased by $57 million and $208 million, respectively, for the three and six
months ended June 30, 2022 as compared to the three and six months ended June
30, 2021. This decrease was primarily due to reductions in employee-related
expense from lower headcount and lower facility costs and network expenses.

Selling, General and Administrative


Selling, general and administrative expenses increased by $53 million and $97
million, respectively, for the three and six months ended June 30, 2022 as
compared to the three and six months ended June 30, 2021. The increase was
primarily due to a gain on sale of assets in the three and six months ended June
30, 2021 and higher professional fees related to the completed divestiture of
our Latin American business and pending divestiture of a portion of our ILEC
business during the three and six months ended June 30, 2022. These increases
were partially offset by lower property and other taxes.

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Depreciation and Amortization

The following tables provide detail of our depreciation and amortization
expense:

                                              Three Months Ended June 30,
                                                    2022                   2021       % Change
                                                 (Dollars in millions)
Depreciation                           $                        550         723          (24) %
Amortization                                                    277         318          (13) %
Total depreciation and amortization    $                        827       1,041          (21) %



                                              Six Months Ended June 30,
                                                   2022                  2021       % Change
                                                (Dollars in millions)
Depreciation                           $                    1,084       1,448          (25) %
Amortization                                                  551         743          (26) %
Total depreciation and amortization    $                    1,635       

2,191 (25) %




Depreciation expense decreased by $173 million and $364 million, respectively,
for the three and six months ended June 30, 2022, as compared to the three and
six months ended June 30, 2021 primarily due to discontinuing the depreciation
of the tangible assets reclassified as held for sale of our Latin American and
ILEC businesses upon entering into our divestiture agreements. We estimate we
would have recorded an additional $145 million and $298 million of depreciation
expense during the three and six months ended June 30, 2022 if we had not agreed
to sell these businesses. In addition, for the three and six months ended June
30, 2022, as compared to the three and six months ended June 30, 2021,
depreciation expense decreased $48 million and $96 million, respectively, due to
the early retirement of certain copper-based infrastructure during the fourth
quarter of 2021 and decreased $10 million and $19 million, respectively due to
the impact of annual rate depreciable life changes. These decreases were
partially offset by higher depreciation expense of $33 million and $58 million,
respectively, associated with net growth in depreciable assets.

Amortization expense decreased by $41 million and $192 million, respectively,
for the three and six months ended June 30, 2022, as compared to the three and
six months ended June 30, 2021. The decrease was primarily due to a decrease of
$118 million for the six months ended June 30, 2022 as compared to June 30, 2021
resulting from certain customer relationship intangible assets becoming fully
amortized at the end of the first quarter 2021, a decrease of $14 million and
$29 million, respectively, due to discontinuing the amortization of the
intangible assets reclassified as held for sale of our Latin American and ILEC
businesses upon entering into our divestiture agreements, a decrease of
$16 million and $27 million, respectively, associated with net reductions in
amortizable assets and a decrease of $7 million and $10 million, respectively,
related to decommissioned applications for the three and six months ended June
30, 2022, as compared to the three and six months ended June 30, 2021.

Further analysis of our segment operating expenses by segment is provided below in "Segment Results."

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Other Consolidated Results

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

                                     Three Months Ended June 30,
                                           2022                  2021       % Change
                                        (Dollars in millions)
Interest expense              $                       (337)      (384)         (12) %
Other (expense) income, net                           (122)        52              nm
Total other expense, net      $                       (459)      (332)          38  %
Income tax expense            $                        109        168          (35) %



                                     Six Months Ended June 30,
                                          2022                 2021       % Change
                                       (Dollars in millions)
Interest expense              $                     (689)      (773)         (11) %
Other (expense) income, net                          (52)        86              nm
Total other expense, net      $                     (741)      (687)           8  %
Income tax expense            $                      311        325           (4) %



Interest Expense

Interest expense decreased by $47 million and $84 million, respectively, for the
three and six months ended June 30, 2022 as compared to the three and six months
ended June 30, 2021. The decrease was primarily due to the decrease in average
outstanding long-term debt (inclusive of debt classified as held for sale) from
$31.3 billion to $29.7 billion and from $31.5 billion to $29.9 billion,
respectively, and the decrease in the average interest rate of 4.83% to 4.65%
and 4.86% to 4.80%, respectively, for the three and six months ended June 30,
2021 compared to the three and six months ended June 30, 2022.

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Other (Expense) Income, Net

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

                                                              Three Months Ended June 30,
                                                                2022                 2021                % Change
                                                                 (Dollars in millions)

Pension and post-retirement net periodic income           $           7                  27                    (74) %
Foreign currency (loss) gain                                        (16)                  8                        nm
Loss on investment in limited partnership                          (137)                  -                        nm
Other                                                                24                  17                     41  %
Total other (expense) income, net                         $        (122)                 52                        nm



                                                                     Six Months Ended June 30,
                                                                      2022                 2021                % Change
                                                                       (Dollars in millions)
Gain on extinguishment of debt                                  $           -                   8                        nm
Pension and post-retirement net periodic income                             4                  51                    (92) %
Foreign currency loss                                                     (29)                 (8)                       nm
Loss on investment in limited partnership                                 (71)                  -                        nm
Other                                                                      44                  35                     26  %
Total other (expense) income, net                               $         (52)                 86                        nm


_______________________________________________________________________________

nm Percentages greater than 200% and comparisons between positive and negative values or to/from zero values are considered not meaningful.



The decrease in pension and post-retirement net periodic income for the three
and six months ended June 30, 2022 as compared to the three and six months ended
June 30, 2021 was primarily driven by lower expected returns on plan assets.
Other (expense) income, net for the three and six months ended June 30, 2022
also included a loss on investment in a limited partnership as a result of
changes in the value of underlying investments held by the limited partnership,
which commenced active trading in late 2021, resulting in an decrease to the net
asset value of our investment at June 30, 2022. See Note 10-Fair Value of
Financial Instruments for more information regarding the loss recognized on the
investment in a limited partnership.

Income Tax Expense


For the three and six months ended June 30, 2022, our effective income tax rate
was 24.1% and 24.8%, respectively, and for both the three and six months ended
June 30, 2021, our effective income tax rate was 24.9%.

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Segment Results

General

Reconciliation of segment revenue to total operating revenue is below:

                                  Three Months Ended June 30,
                                        2022                   2021
                                     (Dollars in millions)
Operating revenue
Business                   $                      3,416       3,522
Mass Markets                                      1,196       1,402
Total operating revenue    $                      4,612       4,924



                                 Six Months Ended June 30,
                                      2022                  2021
                                   (Dollars in millions)
Operating revenue
Business                  $                    6,817       7,117
Mass Markets                                   2,471       2,836
Total operating revenue   $                    9,288       9,953


Reconciliation of segment EBITDA to total adjusted EBITDA is below:

                                      Three Months Ended June 30,
                                           2022                   2021
                                         (Dollars in millions)
Adjusted EBITDA
Business                      $                      2,287        2,364
Mass Markets                                         1,026        1,209
Total segment EBITDA                                 3,313        3,573
Operations and Other EBITDA                         (1,549)      (1,484)
Total adjusted EBITDA         $                      1,764        2,089



                                      Six Months Ended June 30,
                                          2022                  2021
                                        (Dollars in millions)
Adjusted EBITDA
Business                      $                    4,575        4,771
Mass Markets                                       2,135        2,466
Total segment EBITDA                               6,710        7,237
Operations and Other EBITDA                       (3,032)      (2,991)
Total adjusted EBITDA         $                    3,678        4,246



For additional information on our reportable segments and product and services
categories, see Note 4-Revenue Recognition and Note 12-Segment Information to
our consolidated financial statements in Item 1 of Part I of this report.
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Business Segment

                                              Three Months Ended June 30,
                                                    2022                   2021       % Change
                                                 (Dollars in millions)
Business Segment Product Categories:
Compute and Application Services       $                        453         435             4  %
IP and Data Services                                          1,495       1,549            (3) %
Fiber Infrastructure Services                                   564         552             2  %
Voice and Other                                                 904         986            (8) %
Total Business Segment Revenue                                3,416       3,522            (3) %
Expenses:
Total expense                                                 1,129       1,158            (3) %
Total adjusted EBITDA                  $                      2,287       2,364            (3) %



                                              Six Months Ended June 30,
                                                   2022                  2021       % Change
                                                (Dollars in millions)
Business Segment Product Categories:
Compute and Application Services       $                      880         866             2  %
IP and Data Services                                        3,017       3,127            (4) %
Fiber Infrastructure Services                               1,099       1,109            (1) %
Voice and Other                                             1,821       2,015           (10) %
Total Business Segment Revenue                              6,817       7,117            (4) %
Expenses:
Total expense                                               2,242       2,346            (4) %
Total adjusted EBITDA                  $                    4,575       4,771            (4) %


Three and six months ended June 30, 2022 compared to the same periods ended June 30, 2021


Business segment revenue decreased $106 million for the three months ended June
30, 2022 as compared to June 30, 2021 and decreased $300 million for the six
months ended June 30, 2022 as compared to June 30, 2021. The revenue decrease
was primarily due to the following factors:

•Compute and Application Services increased in both the three months and six
months ended June 30, 2022, with higher revenue in IT solutions in the Wholesale
sales channel, cloud services in the IGAM sales channel and managed security in
the Large Enterprise sales channel, partially offset due to lower IT solutions
revenue within both the Large Enterprise and IGAM sales channels;

•IP and Data Services decreased in both the three months and six months ended
June 30, 2022 primarily due to declines in traditional VPN networks and
continued declines in Ethernet services across all our sales channels, partially
offset by continued strength in IP services across our IGAM, Large and
Mid-Market Enterprise sales channels;

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•Fiber Infrastructure Services increased during the three months ended June 30,
2022 primarily due to equipment sales in our IGAM and Large Enterprise sales
channels and wavelengths services in our Wholesale sales channel. During the six
months ended June 30, 2022, these product revenues declined primarily due to
lower equipment sales in our Mid-Market sales channel and lower dark fiber
services within our Large Enterprise sales channel, partially offset by higher
wavelengths services in our Wholesale sales channel and equipment and dark fiber
growth due to demand in our IGAM sales channel;

•Voice and Other decreased due to continued decline of legacy voice, private line and other services to customers across all sales channels.


The decrease in Business segment revenue for the three months ended June 30,
2022 includes $15 million of unfavorable foreign currency adjustments as
compared to June 30, 2021 and the six months ended June 30, 2022 includes $23
million of unfavorable foreign currency adjustments as compared to June 30,
2021.

Business segment expense decreased by $29 million for the three months ended
June 30, 2022 as compared to June 30, 2021 and decreased by $104 million for the
six months ended June 30, 2022 as compared to June 30, 2021, primarily driven by
lower cost of sales due to the decline in revenue and lower external
commissions, professional fees and vendor services.

Business segment adjusted EBITDA as a percentage of segment revenue was 67% for
both the three and six months ended June 30, 2022 and 67% for both the three and
six months ended June 30, 2021.

Mass Markets Segment

                                            Three Months Ended June 30,
                                                  2022                   2021       % Change
                                                 (Dollars in millions)
Mass Markets Product Categories:
Fiber Broadband                      $                        151         130            16  %
Other Broadband                                               596         632            (6) %
Voice and Other                                               449         640           (30) %
Total Mass Markets Segment Revenue                          1,196       1,402           (15) %
Expenses:
Total expense                                                 170         193           (12) %
Total adjusted EBITDA                $                      1,026       1,209           (15) %



                                            Six Months Ended June 30,
                                                 2022                  2021       % Change
                                                (Dollars in millions)
Mass Markets Product Categories:
Fiber Broadband                      $                      296         252            17  %
Other Broadband                                           1,206       1,280            (6) %
Voice and Other                                             969       1,304           (26) %
Total Mass Markets Segment Revenue                        2,471       2,836           (13) %
Expenses:
Total expense                                               336         370            (9) %
Total adjusted EBITDA                $                    2,135       2,466           (13) %



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Three and six months ended June 30, 2022 compared to the same periods ended June
30, 2021

Mass Markets segment revenue decreased $206 million for the three months ended
June 30, 2022 as compared to June 30, 2021 and decreased $365 million for the
six months ended June 30, 2022 as compared to June 30, 2021 primarily due to the
following factors:

•Fiber Broadband revenue increased, driven by growth in fiber customers associated with our continued increase in enabled locations from our Quantum Fiber buildout;

•Other Broadband revenue decreased during the period driven by customer losses in our lower speed copper-based broadband services;


•Voice and Other declined primarily due to (i) a $122 million reduction in CAF
II revenue during the three months ended June 30, 2022 compared to the same
period in 2021 due to the conclusion of the CAF II program on December 31, 2021,
(ii) a $186 million net reduction in CAF II revenue during the six months ended
June 30, 2022 compared to the same period in 2021 (amount consists of a gross
decrease of $245 million of CAF II revenues, net of our first quarter 2022
recognition of $59 million of non-cash revenue release related to CAF II support
payments received through the end of 2021 based on our final buildout and filing
submissions), and (iii) the continued loss of legacy voice customers.

Mass Markets segment expense decreased $23 million for the three months ended
June 30, 2022 as compared to June 30, 2021 and decreased $34 million for the six
months ended June 30, 2022 as compared to June 30, 2021, in each case primarily
due to lower cost of sales due to the decline in revenue, lower employee
headcount and lower network expenses.

Mass Markets segment adjusted EBITDA as a percentage of segment revenue was 86% for both the three and six months ended June 30, 2022 and 86% and 87%, respectively, for the three and six months ended June 30, 2021.

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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 limited by tax, legal and other
considerations.

At June 30, 2022, we held cash and cash equivalents of $408 million, which
includes cash and cash equivalents classified as held for sale, and we also had
$1.4 billion of borrowing capacity available under our revolving credit
facility. We typically use our revolving credit facility as a source of
liquidity for operating activities and our other cash requirements. We had
approximately $141 million of cash and cash equivalents outside the United
States at June 30, 2022. 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.
Other than transactions related to the August 1, 2022 sale of our Latin American
business, we do not currently intend to repatriate to the United States any of
our foreign cash and cash equivalents from operating entities (see Note
17-Subsequent Events for additional information related to the closing of the
sale of our Latin American business).

Our executive officers and our Board of Directors review our sources and
potential uses of cash in connection with our annual budgeting process and
whenever 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,
dividends, periodic securities repurchases, periodic pension contributions and
other benefits payments. The impact of the recent sale of our Latin American and
pending sale of our ILEC businesses is further described below.

Based on our current capital allocation objectives, for the full year 2022 we
project expending approximately $3.2 billion to $3.4 billion of capital
expenditures and $1.00 per share for cash dividends on our common stock (based
on the assumptions described below under "Dividends").

For the 12 month period ending June 30, 2023, we project that our fixed
commitments will include (i) $125 million of scheduled term loan amortization
payments and (ii) $34 million of finance lease and other fixed payments (which
includes $3 million of current finance lease obligations that have been
reclassified as held for sale).

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 10-K for the year ended December 31, 2021.

Impact of the Recently Completed Divestiture of the Latin American Business and Planned Divestiture of the ILEC Business


As discussed in Note 2-Recently Completed Divestiture of the Latin American
Business and Planned Divestiture of ILEC Business to our consolidated financial
statements in Item 1 of Part I of this report, we sold our Latin American
business on August 1, 2022 and expect to sell a portion of our ILEC business
during the remainder of 2022. As further described elsewhere herein, these
transactions in the aggregate are expected to provide us with a substantial
amount of cash proceeds, but ultimately will reduce our base of
income-generating assets that generate our recurring cash from operating
activities.
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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, cash flow generated by operating activities, cash required for
other purposes and regulatory considerations (such as governmentally-mandated
infrastructure buildout requirements).

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. 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 I of
our Annual Report on Form 10-K for the year ended December 31, 2021.

Debt and Other Financing Arrangements


Subject to market conditions, we expect 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 feasible 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 date of this report, 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
                       Borrower                                  Service, Inc.            Standard & Poor's             Fitch Ratings
Lumen Technologies, Inc.:
Unsecured                                                             B2                         BB-                          BB
Secured                                                               Ba3                        BBB-                        BB+

Level 3 Financing, Inc.
Unsecured                                                             Ba3                         BB                          BB
Secured                                                               Ba1                        BBB-                        BBB-

Qwest Corporation:
Unsecured                                                             Ba2                        BBB-                         BB



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.
See "Risk Factors-Financial Risks" in Item 1A of Part I of our Annual Report on
Form 10-K for the year ended December 31, 2021.
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Net Operating Loss Carryforwards


As of December 31, 2021, Lumen Technologies had approximately $2.9 billion of
federal net operating loss carryforwards ("NOLs"), which for U.S. federal income
tax purposes can 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 of the
Internal Revenue Code and related U.S. Treasury Department regulations. We
maintain a Section 382 rights agreement designed to safeguard through late 2023
our ability to use those NOLs. Assuming we can continue using these NOLs in the
amounts projected, we expect to utilize a substantial portion of our NOLs to
offset taxable gains generated by the completion of the recent sale of our Latin
American business and the pending sale of our ILEC business. 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. Based on current laws and our current assumptions and
projections, we estimate our cash income tax liability related to 2022 will be
approximately $100 million. If, as expected, we use a substantial portion of our
NOLs in 2022 to offset divestiture-related gains, we anticipate that our cash
income tax liabilities will increase substantially in future periods.

We cannot assure you we will be able to use our NOL carryforwards fully. 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, 2021.

Dividends

We currently expect to continue our current practice of paying quarterly cash
dividends in respect of our common stock subject to our Board of Directors'
discretion to modify or terminate this practice at any time and for any reason
without prior notice. Our current quarterly common stock dividend rate is $0.25
per share, as approved by our Board of Directors, which we believe is a payout
rate which enables us to balance our multiple objectives of managing and
investing in our business, deleveraging our balance sheet over time and
returning a substantial portion of our cash to our shareholders. Assuming
continued authorization by our Board during 2022 at this rate of $0.25 per
share, our average total dividend paid each quarter would be approximately $254
million based on the number of our currently outstanding shares (which figure
(i) assumes no increases or decreases in the number of shares and (ii) includes
dividend payments in connection with the anticipated vesting of currently
outstanding equity awards). Dividend payments upon the vesting of equity
incentive awards was $19 million during six months ended June 30, 2022. See Risk
Factors-"Business Risks" in Item 1A of Part I of our Annual Report on Form 10-K
for the year ended December 31, 2021.

Revolving Facilities and Other Debt Instruments


At June 30, 2022, we had $13.0 billion of outstanding consolidated secured
indebtedness, $16.4 billion of outstanding consolidated unsecured indebtedness
(including long-term debt reclassified as liabilities held for sale, but
excluding finance lease obligations, unamortized premiums, net and unamortized
debt issuance costs) and $1.4 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 June 30, 2022 (i) a $2.2
billion senior secured revolving credit facility, under which we owed $800
million as of such date, and (ii) $6.2 billion of senior secured term loan
facilities. For additional information, see (i) "-Overview of Sources and Uses
of Cash," (ii) Note 6-Long-Term Debt and Credit Facilities to our consolidated
financial statements in Item 1 of Part I of this report and (iii) Note
7-Long-Term Debt and Credit Facilities in Item 8 of Part II of our Annual Report
on Form 10-K for the year ended December 31, 2021.

At June 30, 2022, we had $46 million of letters of credit outstanding under our
$225 million uncommitted letter of credit facility. Additionally, under separate
facilities maintained by one of our affiliates, we had outstanding letters of
credit, or other similar obligations, of approximately $66 million as of June
30, 2022, of which $3 million was collateralized by cash that is reflected on
our consolidated balance sheets as restricted cash.

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In addition to its indebtedness under the 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
information on the terms and conditions of other debt instruments of ours and
our subsidiaries, including financial and operating covenants, see (i) Note
6-Long-Term Debt and Credit Facilities to our consolidated financial statements
in Item 1 of Part I of this report and (ii) "-Other Matters" below.

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, 2021, the
accounting unfunded status of our qualified and non-qualified defined benefit
pension plans and our qualified post-retirement benefit plans was $1.2 billion
and $2.8 billion, respectively. For additional information about our pension and
post-retirement benefit arrangements, see "Critical Accounting Policies and
Estimates-Pensions and Post-Retirement Benefits" in Item 7 of our Annual Report
on Form 10-K for the year ended December 31, 2021 and see Note 11-Employee
Benefits to our consolidated financial statements in Item 8 of Part II of the
same report.

As of January 1, 2022, we spun off a new pension plan (the "Lumen Pension Plan")
from the Lumen Combined Pension Plan ("Combined Pension Plan") in anticipation
of the pending sale of the ILEC business, as described further in Note
2-Recently Completed Divestiture of the Latin American Business and Planned
Divestiture of ILEC Business to our consolidated financial statements in Item 1
of Part I of this report. As a result, at the time of the spin-off $2.5 billion
of pension benefit obligation and $2.2 billion of plan assets were transferred
to the Lumen Pension Plan.

Benefits paid by our Combined Pension Plan and the Lumen Pension Plan are paid
through the trust that holds the Combined Pension Plan's assets. The pension
obligation and pension assets for the Lumen Pension Plan will be revalued in
conjunction with the closing of the sale of the ILEC business, and we will make
the necessary contributions, if any, to fully fund the Lumen Pension Plan
obligation at, or prior to, the time of closing as required under the purchase
agreement. Based on current laws and circumstances, we do not expect any
contributions to be required for our Combined Pension Plan during 2022. The
amount of required contributions to our Combined Pension Plan in 2023 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, and we currently do not expect to make a voluntary contribution in
2022.

Substantially all of our post-retirement health care and life insurance benefits
plans are unfunded and are paid by us with available cash. Based on our most
recent estimates, we expect to pay $217 million of post-retirement benefits, net
of participant contributions and direct subsidies for the full year 2022. For
additional information on our expected future benefits payments for our
post-retirement benefit plans, please see Note 11-Employee Benefits to our
consolidated financial statements in Item 8 of Part II of our Annual Report Form
10-K for the year ended December 31, 2021.

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.
During 2021, lump sum pension settlement payments exceeded the settlement
threshold. Please see Note 11-Employee Benefits to our consolidated financial
statements in Item 8 of Part II of our Annual Report Form 10-K for the year
ended December 31, 2021 for additional information. Although the settlement
threshold was not exceeded as of, June 30, 2022, it could be reached in
subsequent quarters this year.

For 2022, our expected annual long-term rate of return on the pension plan assets is 5.5%. However, actual returns could be substantially different.

See Note 8-Employee Benefits to our consolidated financial statements in Item 1 of Part I of this report for more information.

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Future Contractual Obligations


For information regarding our estimated future contractual obligations, see the
MD&A discussion included in Item 7 of Part II of our Annual Report on Form 10-K
for the year ended December 31, 2021.

Federal Broadband Support Programs


Between 2015 and 2021, we received approximately $500 million annually through
Phase II of the CAF, a program that ended on December 31, 2021. In connection
with the CAF funding, 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
program based upon our final buildout and filing submissions. The government has
the right to audit our compliance with the CAF 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.

In early 2020, the FCC created the Rural Digital Opportunity Fund (the "RDOF"),
which is a new federal support program designed to replace the CAF Phase II
program. On December 7, 2020, the FCC allocated in its RDOF Phase I auction $9.2
billion in support payments over 10 years to deploy high speed broadband to over
5.2 million unserved locations. We won bids for RDOF Phase I support payments of
$26 million, annually. Our support payments under the RDOF Phase I program
commenced during the second quarter of 2022. Assuming we timely complete our
pending divestiture of the ILEC business on the terms described herein, we
expect a portion of these payments will accrue to the purchaser of that
business. See Note 2-Recently Completed Divestiture of the Latin American
Business and Planned Divestiture of ILEC Business to our consolidated financial
statements in Item 1 of Part I of this report.

For additional information on these programs, see (i) "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, 2021 and (ii) "Risk Factors-Financial Risks" in Item 1A of
Part I of the same Annual Report.

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 the Obama Administration. In
November 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 this report, various state and
federal agencies are continuing to take steps in anticipation of making grants
to eligible applicants, so it is premature to speculate on the potential impact
of this legislation on us.

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Cash Flow Activities

The following table summarizes our consolidated cash flow activities for the six months ended June 30, 2022 and 2021.

                                                             Six Months Ended June 30,
                                                            2022                   2021                 $ Change
                                                                          (Dollars in millions)
Net cash provided by operating activities             $       2,771                  3,164                 (393)
Net cash used in investing activities                        (1,270)                (1,295)                 (25)
Net cash used in financing activities                        (1,489)                (1,350)                 139



Operating Activities

Net cash provided by operating activities decreased by $393 million for the six
months ended June 30, 2022 as compared to the six months ended June 30, 2021
primarily due to lower net income adjusted for non-cash expenses and gains,
partially offset by increased collections on accounts receivable and increased
accounts payable. 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 and bonuses.

For additional information about our operating results, see "Results of Operations" above.

Investing Activities

Net cash used in investing activities decreased by $25 million for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 primarily due to a decrease in capital expenditures.

Financing Activities


Net cash used in financing activities increased by $139 million for the six
months ended June 30, 2022 as compared to the six months ended June 30, 2021
primarily due to proceeds from issuance of long-term debt in the prior year,
partially offset by lower payments of long-term debt and higher net borrowing on
our Revolving Credit Facility.

See Note 6-Long-Term Debt and Credit Facilities to our consolidated financial
statements in Item 1 of Part I of this report 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.

We are also involved in various legal proceedings that could substantially impact our financial position. See Note 13-Commitments, Contingencies and Other Items to our consolidated financial statements in Item 1 of Part I of this report for additional information.

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Market Risk

As of June 30, 2022, we are 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 (i) swap our exposure to variable interest
rates for fixed interest rates or (ii) to swap obligations to pay fixed interest
rates for variable interest rates. We have established policies and procedures
for risk assessment and the approval, reporting and monitoring of derivative
instrument activities. As of June 30, 2022, we did not hold or issue derivative
financial instruments for trading or speculative purposes.

As of June 30, 2022, we had approximately $10.3 billion of floating rate debt. A
hypothetical increase of 100 basis points in LIBOR relating to our $10.3 billion
of floating rate debt would, among other things, decrease our annual pre-tax
earnings by approximately $103 million. Additionally, our credit agreements
contain language about a possible change from LIBOR to an alternative index.

In 2019, we executed swap agreements that reduced our exposure to floating rates
with respect to $4.0 billion principal amount of floating rate debt. All of
these swap agreements have expired as of June 30, 2022 and we are not currently
hedged against any of our exposure to floating interest rates. See Note
11-Derivative Financial Instruments to our consolidated financial statements in
Item 1 of Part I of this report for additional disclosure regarding our hedging
arrangements.

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. Our
European subsidiaries use, and, prior to the recent divestiture of our Latin
American Business, certain of our Latin American subsidiaries used the local
currency as their functional currency, as the majority of their revenue and
purchases are or 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 adversely 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 June 30, 2022.

Other Information


Our website is www.lumen.com. We routinely post important investor information
in the "Investor Relations" section of our website at ir.lumen.com. The
information contained on, or that may be accessed through, our website is not
part of this quarterly report. You may obtain free electronic copies of annual
reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on
Form 8-K filed by us or our affiliates Level 3 Parent, LLC and Qwest
Corporation, and all amendments to those reports, in the "Investor Relations"
section of our website (ir.lumen.com) under the headings "FINANCIALS" and "SEC
Filings." These reports are available on our website as soon as reasonably
practicable after they are electronically filed with the SEC. From time to time,
we also use our website to webcast our earnings calls and certain of our
meetings with investors or other members of the investment community.
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