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Item 9A. Controls and Procedures

2021-03-03 compared with 2020-03-05 · 20 added, 55 removed, 87 unchanged (46% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) designed to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

These include controls and procedures designed to ensure that this information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) designed to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or furnish under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

These include controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management, with the participation of our Chief Executive Officer, Jeff K.

Storey, and our Executive Vice President and Chief Financial Officer, Indraneel Dev, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2019.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective, as of December 31, 2019, in providing reasonable assurance that the information required to be disclosed by us in this report was accumulated and communicated in the manner provided above.

Remediation Actions

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, we had a material weakness as of December 31, 2018 related to the ineffective design and operation of process level internal controls over the existence and accuracy of revenue transactions.

During the fourth quarter of 2019, we remediated our material weakness related to revenue transactions.

The measures taken to remediate the material weakness associated with revenue transactions are described in further detail in the “Changes in Internal Control Over Financial Reporting” section immediately below.

Storey, and our Executive Vice President and Chief Financial Officer, Indraneel Dev, evaluated the effectiveness of the our disclosure controls and procedures as of December 31, 2020.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of December 31, 2020, in providing reasonable assurance that the information required to be disclosed by us in this report was accumulated and communicated in the manner provided above.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2019, we concluded the design and implementation of new internal controls, and strengthened existing process level internal controls, in response to the material weakness identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 related to the ineffective design and operation of certain process level internal controls over the existence and accuracy of revenue transactions, as described below:

We conducted a risk assessment to identify and assess changes needed to our financial reporting and process level controls related to the existence and accuracy of revenue transactions.

Based on the results of that assessment, we designed, documented and implemented new process level internal controls and strengthened existing process level internal controls over the existence and accuracy of revenue transactions for areas in which we deemed there was a reasonable possibility of material misstatement of financial statement items related to revenue transactions.

We expanded the scope of our existing internal controls over revenue transactions to include “upstream” controls in the areas of contract quoting, order entry, provisioning, mediation, rating, and pricing, as well as the underlying applications that support these processes and internal controls.

We strengthened existing internal controls in our billing and revenue reporting processes to reduce the risk of failure in the effectiveness of upstream controls.

We completed an evaluation of the operating effectiveness of our newly-designed or strengthened internal controls over the existence and accuracy of revenue transactions, including an assessment of potential financial and reporting impacts, and concluded the deficiencies of such controls would not result in a reasonable possibility of material misstatement of financial statement items related to revenue transactions.

Based on these activities, management has concluded that these remediation activities have addressed the material weakness related to the existence and accuracy of revenue transactions and believes that the design and operation of these controls address the related risks of material misstatement to revenue and related financial statement line items and disclosures.

Other than the remediation efforts described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) that occurred during the fourth quarter of 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) that occurred during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

10 unchanged sentences

The consolidated financial statements included in this report have been prepared in accordance with accounting principles generally accepted in the United States and necessarily include amounts determined using our best judgments and estimates.

Our consolidated financial statements have been audited by KPMG LLP, an independent registered public accounting firm, who have expressed their opinion with respect to the fairness of the consolidated financial statements.

Our consolidated financial statements have been audited by KPMG LLP, an independent registered public accounting firm, who have expressed an unqualified opinion on the consolidated financial statements.

Their audit was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States).

10 unchanged sentences

Pre-Approval Policies and Procedures

The Audit Committee of CenturyLink's Board of Directors is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm.

The Audit Committee of Lumen's Board of Directors is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm.

Under the Audit Committee's charter, the Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm.

7 unchanged sentences

Audit fees for each year shown include amounts that have been billed through the date of this filing and any additional amounts that are expected to be billed thereafter.

The Audit Committee of CenturyLink, Inc.

The Audit Committee of Lumen Technologies, Inc.

approved in advance all of the services performed by KPMG described above.

2 unchanged sentences

All other exhibits are provided as part of this electronic submission.

Number Description

3.1 Amended and restated Articles of Incorporation of Qwest Corporation (incorporated by reference to Exhibit 3.1 of Qwest Corporation's Quarterly Report on Form 10-Q for the period ended March 31, 2013 (File No.

16 unchanged sentences

Ninth Supplemental Indenture, dated as of October 4, 2011, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.1 of Qwest Corporation's Current Report on Form 8-K (File No.

Bank National Association , sett ing forth the terms of Qwest Corporations 6.750% Notes due 2021 (incorporated by reference to Exhibit 4.1 of Qwest Corporation's Current Report on Form 8-K (File No.

001-03040) filed with the Securities and Exchange Commission on October 4, 2011).

2 unchanged sentences

In accordance with applicable SEC rules copies of certain instruments defining the rights of holders of certain of our long-term debt are not filed herewith.

Tenth Supplemental Indenture, dated as of April 2, 2012, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.11 of Qwest Corporation's Form 8-A (File No.

001-03040) filed with the Securities and Exchange Commission on March 30, 2012).

Eleventh Supplemental Indenture, dated as of June 25, 2012, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.12 of Qwest Corporation's Form 8-A (File No.

001-03040) filed with the Securities and Exchange Commission on June 22, 2012).

Twelfth Supplemental Indenture, dated as of May 23, 2013, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.13 of Qwest Corporation's Form 8-A (File No.

001-03040) filed with the Securities and Exchange Commission on May 22, 2013).

Thirteenth Supplemental Indenture, dated as of September 29, 2014, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.14 of Qwest Corporation's Form 8-A (File No.

001-03040) filed with the Securities and Exchange Commission on September 26, 2014).

Fourteenth Supplemental Indenture, dated as of September 21, 2015, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.15 of Qwest Corporation's Form 8-A (File No.

001-03040) filed with the Securities and Exchange Commission on September 21, 2015).

Fifteenth Supplemental Indenture, dated as of January 29, 2016, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.16 of Qwest Corporation's Form 8-A (File No.

001-03040) filed with the Securities and Exchange Commission on January 29, 2016).

Number Description

Sixteenth Supplemental Indenture, dated as of August 22, 2016, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.17 of Qwest Corporation's Form 8-A (File No.

Bank National Association , setting forth the terms of Qwest Corporation's 6.5% Notes due 2056 (incorporated by reference to Exhibit 4.17 of Qwest Corporation's Form 8-A (File No.

001-03040) filed with the Securities and Exchange Commission on August 22, 2016).

Seventeenth Supplemental Indenture dated as of April 27, 2017, by and between Qwest Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.18 of Qwest Corporation’s Form 8-A (File No.

Bank National Association , setting forth the t erms of Qwest Cor poration 's 6.75% Notes due 2057 (incorporated by reference to Exhibit 4.18 of Qwest Corporation’s Form 8-A (File No.

001-03040) filed with the Securities and Exchange Commission on April 27, 2017.

Revolving Promissory Note, dated as of April 18, 2012, pursuant to which Qwest Corporation may borrow from an affiliate of CenturyLink, Inc.

up to $1.0 billion on a revolving basis (incorporated by reference to Exhibit 4.7(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2012 (File No 001-07784) filed with the Securities and Exchange Commission on August 9, 2012) , as amended by the Amended and Restated Revolving Promissory Note, dated as of September 30, 2017, by and between Qwest Corporation and an affiliate of CenturyLink, Inc.

(incorporated by reference to Exhibit 4.9(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2017 (File No.

001-077884) filed with the Securities and Exchange Commission on November 9, 2017).

Credit Agreement, dated as of February 20, 2015, by and among Qwest Corporation, the several lenders from time to time parties thereto, and CoBank, ACB, as administrative agent (incorporated by reference to Exhibit 4.5 of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2014 (File No.

001-03040) filed with the Securities and Exchange Commission on February 27, 2015).

4.4* Amended and Restated Credit Agreement, dated as of October 23, 2020, by and among Qwest Corporation, the several lenders from time to time parties thereto, and CoBank, ACB, as administrative agent.

4.5* Description of Qwest Corporation's securities registered under Section 12 of the Securities Exchange Act of 1934, as amended.

12 unchanged sentences

QWEST CORPORATION

March 3, 2021 By:

Senior Vice President - Controller

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Chief Executive Officer and President (Principal Executive Officer)

March 5, 2020

/s/ Indraneel Dev

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

March 5, 2020

Signature Title Date

Storey Chief Executive Officer and President (Principal Executive Officer) March 3, 2021

/s/ Indraneel Dev Executive Vice President and Chief Financial Officer (Principal Financial Officer) March 3, 2021

Indraneel Dev

/s/ Stacey W.

Executive Vice President, General Counsel & Secretary and Director

March 5, 2020

Senior Vice President - Controller (Principal Accounting Officer) and Director

March 5, 2020

Goff Executive Vice President, General Counsel & Secretary and Director March 3, 2021

Mortensen Senior Vice President - Controller (Principal Accounting Officer) and Director March 3, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures