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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 35 added, 37 removed, 74 unchanged (49% of the section changed)

2 unchanged sentences

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 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 this information is accumulated and communicated to our senior 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 President and Chief Executive Officer, Kate Johnson, and our Executive Vice President and Chief Financial Officer, Chris Stansbury, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

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

Our management, with the participation of our President and Chief Executive Officer, Kate Johnson, and our Executive Vice President and Chief Financial Officer, Chris Stansbury, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective, as of December 31, 2024, in providing reasonable assurance the information required to be disclosed by us in this report was accumulated and communicated in the manner provided above.

8 unchanged sentences

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on our evaluation under the framework of COSO, management concluded that our internal control over financial reporting was effective at December 31, 2023.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on our evaluation under the framework of COSO, our management concluded that our internal control over financial reporting was effective at December 31, 2024.

Management’s Report on the Consolidated Financial Statements

Management has prepared and is responsible for the integrity and objectivity of our consolidated financial statements for the year ended December 31, 2023.

Management of the Company has prepared and is responsible for the integrity and objectivity of our consolidated financial statements for the year ended December 31, 2024.

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.

23 unchanged sentences

Audit fees are fees billed for the year shown for professional services performed for the audit of the consolidated financial statements included in our Form 10-K filing for that year, the review of condensed consolidated financial statements included in our Form 10-Q filings made during that year, comfort letters, consents and assistance with and review of documents filed with the SEC.

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.

Audit fees for 2024 and 2023 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 Lumen Technologies, Inc.

3 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.

001-03040) filed with the Securities and Exchange Commission on May 13, 2013).

3.2 Amended and Restated Bylaws of Qwest Corporation (incorporated by reference to Exhibit 3.3 of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 (File No.

001-03040) filed with the Securities and Exchange Commission on January 13, 2004).

4.1 Indenture, dated as of April 15, 1990, by and between The Mountain States Telephone and Telegraph Company (currently named Qwest Corporation) and The First National Bank of Chicago under which Qwest Corporation's 7.375% Notes due 2030 were issued (incorporated by reference to Exhibit 4.2 of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 (File No.

001-03040) filed with the Securities and Exchange Commission on January 13, 2004).

Filed or Furnished with this Form 10-K Incorporated by Reference (2)

Description Form Date (3)

3.1 Amended and restated Articles of Incorporation of Qwest Corporation

3.2 Amended and Restated Bylaws of Qwest Corporation

10-K 12/31/02

First Supplemental Indenture, dated as of April 16, 1991, by and between U S WEST Communications, Inc.

(currently named Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit 4.3 of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 (File No.

001-03040) filed with the Securities and Exchange Commission on January 13, 2004).

4.2 Indenture, dated as of April 15, 1990, by and between Northwestern Bell Telephone Company (predecessor to Qwest Corporation) and The First National Bank of Chicago under which Qwest Corporation's 7.25% Notes due 2025 and 7.75% Notes due 2030 were issued (incorporated by reference to Exhibit 4.5(b) of CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2012 (File No.

001-07784) filed with the Securities and Exchange Commission on May 10, 2012).

(currently named Qwest Corporation) and The First National Bank of Chicago.

10-K 12/31/02

First Supplemental Indenture, dated as of April 16, 1991, by and between U S WEST Communications, Inc.

001-03040) filed with the Securities and Exchange Commission on January 13, 2004).

(currently named Qwest Corporation) and The First National Bank of Chicago.

10-K 12/31/02

4.3 Indenture, dated as of October 15, 1999, by and between U S West Communications, Inc.

(currently named Qwest Corporation) and Bank One Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4(b) of Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 1999 (File No.

001-03040) filed with the Securities and Exchange Commission on March 3, 2000).

(currently named Qwest Corporation) and Bank One Trust Company, N.A., as trustee.

10-K 12/31/99

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

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).

Bank National Association, designating and outlining the terms and conditions of the 6.500% Notes due 2056 of Qwest Corporation.

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

Bank National Association, setting forth the terms of Qwest Corporation'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.

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 (incorporated by reference to Exhibit 4.4 of Qwest Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

1-03040) filed with the Securities and Exchange Commission on March 3, 2021).

Bank National Association, designating and outlining the terms and conditions of the 6.750% Notes due 2057 of Qwest Corporation.

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

10.1 Amended and Restated Transaction Support Agreement by and among Lumen Technologies, Inc., Level 3 Financing, Inc., Qwest Corporation, and the Consenting Parties identified therein, dated January 22, 2024 (incorporated by reference to Exhibit 10.1 to Qwest Corporation’s Current Report on Form 8-K (File No.

001-03040) filed with the Securities and Exchange Commission on January 25, 2024).

Insider Trading Policy of Lumen Technologies, Inc.

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

1 unchanged sentence

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed or Furnished with this Form 10-K Incorporated by Reference (2)

Description Form Date (3)

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

3 unchanged sentences

_______________________________________________________________________________

* Exhibit filed herewith.

(1) Certain of the items in Sections 4.1 through 4.3 (i) omit supplemental indentures or other instruments governing debt that has been retired, or (ii) refer to trustees who may have been replaced, acquired or affected by similar changes.

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.

(2) All documents listed below were filed by the registrant (File No.

001-03040), except for Exhibits 4.2 and 19 both of which were filed by the registrant's parent company, Lumen Technologies, Inc.

(3) Represents (i) the date appearing on the cover page of each applicable 10-K or 10-Q report and (ii) the date of filing with respect to all other reports.

SUMMARY OF BUSINESS AND FINANCIAL INFORMATION

5 unchanged sentences

Andrea Genschaw

Senior Vice President, Controller

(Principal Accounting Officer) and Director

Chief Accounting Officer and Controller

(Principal Accounting Officer)

__________________________________________________________________________________________________________________

1 unchanged sentence

Signature Title Date

/s/ Kate Johnson President and Chief Executive Officer (Principal Executive Officer)

/s/ Kate Johnson Chair of the Board and Chief Executive Officer (Principal Executive Officer)

February 20, 2025

/s/ Chris Stansbury Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Chris Stansbury Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director

February 20, 2025

Chris Stansbury

/s/ Stacey W.

Goff Executive Vice President, General Counsel & Secretary and Director February 22, 2024

/s/ Andrea Genschaw Senior Vice President, Controller (Principal Accounting Officer) and Director February 22, 2024

/s/ Andrea Genschaw Chief Accounting Officer and Controller (Principal Accounting Officer)

February 20, 2025

Andrea Genschaw

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