1350031--2/13/2009--Embarq

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Risk Factors Related to our Proposed Merger with CenturyTel Failure to complete the proposed merger could negatively impact our stock price and our future business and financial results. The pendency of the merger could adversely affect our business and operations. Risk Factors Relating to our Business The current economic, credit and financial market conditions may adversely affect our business. We face widespread competition that may reduce our market share and harm our financial performance. New technologies may be developed that could displace our service offerings. Our industry is highly regulated and continues to undergo various regulatory and legislative changes, which could adversely affect our prospects and results of operations. We have substantial indebtedness, which could restrict our ability to pay dividends and have a negative impact on our financing options and liquidity. We may not have access to capital on acceptable terms, and if we are not able to obtain sufficient financing, we may be unable to maintain or grow our business. Our financing arrangements subject us to various restrictions that could limit our operating flexibility. The need to raise additional capital may adversely affect holders of our common stock by increasing our leverage and reducing our credit ratings. We do not benefit from the economics of ownership associated with the network infrastructure to support our long distance and other video entertainment offerings. Additionally, we do not own or have a license to all technology that may be necessary to expand our product offerings. Both of these could adversely affect our business and profitability. Restrictions in the patent agreement entered into with Sprint Nextel could adversely affect our ability to grow through acquisitions, or make divestitures. A significant portion of our workforce is unionized, and if we are unable to reach new agreements before our current labor contracts expire, our unionized workers could engage in strikes or other labor actions that could materially disrupt our ability to provide services to our customers. We face hurricane and other natural disaster risks, which can disrupt our operations and cause us to incur substantial additional capital costs. Risk Factors Relating to Ownership of our Common Stock The market price and trading volume of our common stock may be volatile. Anti-takeover provisions of our certificate of incorporation and certain provisions of Delaware law could delay or prevent a change of control that shareholders may favor. Risk Relating to the Spin-off from Sprint Nextel Our future financial performance may be worse than the performance reflected in our historical financial information. We could incur a significant liability if the distribution of Embarq common stock in the spin-off is determined to be a taxable transaction. If the distribution does not qualify as a tax-free transaction, tax could be imposed on Sprint Nextel and we may be required to indemnify Sprint Nextel for such tax.

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1350031--2/13/2009--Embarq_CORP