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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-28 · 95 added, 159 removed, 278 unchanged (48% 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 we file 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 (i) had two material weaknesses as of December 31, 2018 and (ii) promptly began implementing remediation plans in early 2019 to address both of those material weaknesses.

During the second quarter of 2019, we remediated our material weakness related to the ineffective design and operation of process level internal controls over the fair value measurement of certain assets acquired and liabilities assumed from Level 3 in late 2017.

Additionally, during the fourth quarter of 2019, we remediated our material weakness related to the ineffective design and operation of certain process level internal controls over the existence and accuracy of 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 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 completed 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

12 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).

8 unchanged sentences

Number of securities to be issued upon exercise of outstanding options and rights

Weighted-average exercise price of outstanding options and rights

Number of securities remaining available

(a) Weighted-average exercise price of outstanding options and rights

(b) Number of securities remaining available

for future issuance

3 unchanged sentences

470,946 41.40 (2)

Totals 12,342,931 (1)

_______________________________________________________________________________

(1) These amounts include restricted stock units, some of which represent the difference between the number of shares of restricted stock subject to market conditions granted at target and the maximum possible payout for these awards.

13 unchanged sentences

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

Composite Amended and Restated Articles of Incorporation of CenturyLink, Inc., as amended through May 22, 2019 (incorporated by reference to Exhibit 3.1 to CenturyLink, Inc.'s Quarterly Report on Form 10-Q (File No.

001-07784) filed with the Securities and Exchange Commission on August 8, 2019) .

Bylaws of CenturyLink, Inc., as amended and restated through August 24, 2017 (incorporated by reference to Exhibit 3.1 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on August 24, 2017).

Description of CenturyLink, Inc.'s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Form of common stock certificate (incorporated by reference to Exhibit 4.10 to CenturyLink, Inc.'s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 2, 2012 (Registration No.

333-179888)) .

Number Description

3.1* Composite Articles of Incorporation of Lumen Technologies, Inc., as amended through January 22, 2021.

3.2 Bylaws of Lumen Technol ogies , Inc., as amended and restated through January 22, 2021 (incorporated by reference to Exhibit 3.

2 to Lumen Technologies, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on January 2 6, 2021 ).

4.1* Description of Lumen Technologies , Inc.'s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended.

4.2 Form of common stock certificate (incorporated by reference to Exhibit 4.1 to Lumen Technologies, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on January 26, 2021).

4.3 Amended and Restated Section 382 Rights Agreement by and between CenturyLink, Inc.

1 unchanged sentence

001-07784) filed with the Securities and Exchange Commission on May 10, 2019).

First Amendment to the Section 382 Rights Agreement by and between CenturyLink, Inc.

and Computershare Trust Company, N.A., entered into on November 20, 2020, effective as of December 1, 2020 (incorporated by reference to Exhibit 4.1 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on November 25, 2020).

4.4 Instruments relating to CenturyLink, Inc.'s Senior Secured Credit Facilities.

13 unchanged sentences

Fifth Supplemental Indenture, dated as of September 21, 2009, by and between CenturyTel, Inc.

(currently named CenturyLink, Inc.) and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 7.60% Senior Notes, Series P, due 2039 and 6.15% Senior Notes, Series Q, due 2019 (incorporated by reference to Exhibit 4.1 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on September 22, 2009) .

Form of 7.60% Senior Notes, Series P, due 2039 and 6.15% Senior Notes, Series Q, due 2019 (incorporated by reference to Exhibit A to Exhibit 4.1 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

(currently named CenturyLink, Inc.) and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 7.60% Senior Notes, Series P, due 2039 (incorporated by reference to Exhibit 4.1 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on September 22, 2009) .

Number Description

Sixth Supplemental Indenture, dated as of June 16, 2011, by and between CenturyLink, Inc.

1 unchanged sentence

001-07784) filed with the Securities and Exchange Commission on June 16, 2011) .

Form of 6.45% Senior Notes, Series S, due 2021 (incorporated by reference to Exhibit A to Exhibit 4.2 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on June 16, 2011).

Seventh Supplemental Indenture, dated as of March 12, 2012, by and between CenturyLink, Inc.

1 unchanged sentence

001-07784) filed with the Securities and Exchange Commission on March 12, 2012) .

Form of 5.80% Senior Notes, Series T, due 2022 and 7.65% Senior Notes, Series U, due 2042 (incorporated by reference to Exhibit A to Exhibit 4.1 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on March 12, 2012).

Eighth Supplemental Indenture, dated as of March 21, 2013, by and between CenturyLink, Inc.

and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 5.625% Senior Notes, Series V, due 2020 (incorporated by reference to Exhibit 4.1 to CenturyLink's Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on March 21, 2013).

Form of 5.625% Senior Notes, Series V, due 2020 (incorporated by reference to Exhibit A to Exhibit 4.1 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on March 21, 2013).

Ninth Supplemental Indenture, dated as of November 27, 2013, by and between CenturyLink, Inc.

1 unchanged sentence

001-07784) filed with the Securities and Exchange Commission on November 27, 2013).

Form of 6.75% Senior Notes, Series W, due 2023 (incorporated by reference to Exhibit A to Exhibit 4.1 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on November 27, 2013).

Tenth Supplemental Indenture, dated as of March 19, 2015, by and between CenturyLink, Inc.

1 unchanged sentence

001-07784) filed with the Securities and Exchange Commission on March 19, 2015).

Form of 5.625% Senior Notes, Series X, due 2025 (incorporated by reference to Exhibit A to Exhibit 4.2 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on March 19, 2015).

Eleventh Supplemental Indenture, dated as of April 6, 2016, by and between CenturyLink, Inc.

1 unchanged sentence

001-07784) filed with the Securities and Exchange Commission on April 6, 2016) .

Form of 7.5% Senior Notes, Series Y, due 2024 (incorporated by reference to Exhibit A to Exhibit 4.2 to CenturyLink, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on April 6, 2016) .

Indenture, dated December 16, 2019, between CenturyLink, Inc.

7 unchanged sentences

001-07784) filed with the Securities and Exchange Commission on January 24, 2020).

Indenture, dated November 27, 2020, among Lumen Technologies, Inc.'s, as Issuer, and Regions Bank, as Trustee, designating and outlining the terms and conditions of Lumen Technologies, Inc.

4.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to Lumen Technologies, Inc.'s Current Report on Form 8-K (File No.

001-07784) dated November 27, 2020).

4.6 Instruments relating to indebtedness of Qwest Communications International, Inc.

7 unchanged sentences

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

Number Description

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

15 unchanged sentences

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

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

Bank National Association, designating and outlining the terms and conditions of Qwest Corporation's 6.125% Notes due 2053 (incorporated by reference to Exhibit 4.13 to 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, designating and outlining the terms and conditions of Qwest Corporation's 6.875% Notes due 2054 (incorporated by reference to Exhibit 4.14 to 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, designating and outlining the terms and conditions of Qwest Corporation's 6.625% Notes due 2054 (incorporated by reference to Exhibit 4.15 to 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, designating and outlining the terms and conditions of Qwest Corporation's 7.000% Notes due 2056 (incorporated by reference to Exhibit 4.16 to Qwest Corporation's Form 8-A (File No.

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

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

4 unchanged sentences

03040) filed with the Securities and Exchange Commission on April 27, 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 to 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) .

e.* 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.

4.7 Instruments relating to indebtedness of Embarq Corporation.

6 unchanged sentences

and its subsidiaries.

Indenture, dated as of August 12, 2014, by and between Level 3 Escrow II, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, designating and outlining the terms and conditions of Level 3 Escrow II, Inc.'s 5.375% Senior Notes due 2022 of Level 3 Escrow II, Inc.

(incorporated by reference to Exhibit 4.1 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on August 14, 2014).

Securities Assumption Supplemental Indenture, dated as of October 31, 2014, by and between Level 3 Escrow II, Inc., Level 3 Financing, Inc., Level 3 Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Financing, Inc.’s unconditional assumption of all of Level 3 Escrow II, Inc.’s obligations under the 5.375% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on November 5, 2014).

Supplemental Indenture, dated as of October 31, 2013, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.375% Senior Notes due 2022 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.3 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on November 5, 2014).

Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of August 12, 2014, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.375% Senior Notes due 2022 (incorporated by reference to Exhibit 4.6 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on November 28, 2016).

Supplemental Indenture, dated as of November 22, 2016, among Level 3 Communications, LLC as guarantor, Level 3 Communications, Inc., as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of August 12, 2014, designating and outlining the terms and conditions of Level 3 Financing Inc.'s 5.375% Senior Notes due 2022 (incorporated by reference to Exhibit 4.6 to Level 3 Communications, Inc.'s Current Report on Form 8-K (file no.

001-35134) dated November 28, 2016).

Indenture, dated as of January 29, 2015, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on January 30, 2015).

Supplemental Indenture, dated as of June 3, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unconditioned, unsecured guarantee of the 5.625% Senior Notes due 2023 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.1 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on June 4, 2015).

Supplemental Indenture, dated as of June 3, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.625% Senior Notes due 2023 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.2 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on June 4, 2015).

Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of January 29, 2015, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.5 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on November 28, 2016).

Supplemental Indenture, dated as of November 1, 2017, among Level 3 Communications, Inc.

as guarantor, Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC (f/k/a WWG Merger Sub LLC) and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of January 29, 2015 designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.5 to Level 3 Communications, Inc.'s Current Report on Form 8-K (file no.

001-35134) dated November 1, 2017).

Indenture, dated as of April 28, 2015, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on April 30, 2015).

Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unconditioned, unsecured guarantee of the 5.125% Senior Notes due 2023 of Level 3 Financing, Inc.

Number Description

Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unsecured guarantee of the 5.375% Senior Notes due 2025 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.2 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on September 2, 2015).

Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.125% Senior Notes due 2023 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.3 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.

37 5% Senior Notes due 202 5 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.

4 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on September 2, 2015).

Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of April 28, 2015, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.125% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of April 28, 2015, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.

37 5% Senior Notes due 202 5 (incorporated by reference to Exhibit 4.

4 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on November 28, 2016).

1 unchanged sentence

as guarantor, Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC (f/k/a WWG Merger Sub LLC) and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of April 28, 2015, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.125% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to Level 3 Communications, Inc.'s Current Report on Form 8-K (File No.

001-35134) dated November 1, 2017).

001-35134) filed with the Securities and Exchange Commission on April 30, 2015).

Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unconditioned, unsecured guarantee of the 5.375% Senior Notes due 2025 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.2 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on September 2, 2015).

Supplemental Indenture, dated as of September 1, 2015, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.375% Senior Notes due 2025 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.4 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on September 2, 2015).

Supplemental Indenture, dated as of November 22, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of April 28, 2015, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.4 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on November 1, 2017).

Supplemental Indenture, dated as of November 1, 2017, among Level 3 Communications, Inc.

as guarantor, Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC (f/k/a WWG Merger Sub LLC) and The Bank of New York Mellon Trust Company, N.A., as trustee, amending the Indenture dated as of April 28, 2015, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.125% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (file no.

001-35134) dated November 1, 2017).

Indenture, dated as of November 13, 2015, by and between Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.375% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on November 13, 2015).

Supplemental Indenture, dated as of February 8, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unconditioned, unsecured guarantee of the 5.375% Senior Notes due 2024 of Level 3 Financing, Inc.

Supplemental Indenture, dated as of February 8, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unsecured guarantee of the 5.375% Senior Notes due 2024 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.1 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

5 unchanged sentences

001-35134) filed with the Securities and Exchange Commission on November 28, 2016).

Number Description

Supplemental Indenture, dated as of November 1, 2017, among Level 3 Communications, Inc.

3 unchanged sentences

001-35134) filed with the Securities and Exchange Commission on March 22, 2016).

Supplemental Indenture, dated as of September 16, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unconditioned, unsecured guarantee of the 5.25% Senior Notes due 2026 of Level 3 Financing, Inc.

Supplemental Indenture, dated as of September 16, 2016, by and between Level 3 Communications, Inc., as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unsecured guarantee of the 5.25% Senior Notes due 2026 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.1 to Level 3 Communications, Inc.’s Current Report on Form 8-K (File No.

11 unchanged sentences

001-35134) filed with the Securities and Exchange Commission on September 26, 2019).

(i).* First Supplemental Indenture, dated as of March 2, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC's unsecured guarantee of the 4.625% Senior Notes due 2027 of Level 3 Financing, Inc.

(ii).* S econd Supplemental Ind en ture , dated as of March 2, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 4.625% Senior Notes due 2027 of Level 3 Financing, Inc.

Number Description

Indenture, dated as of November 29, 2019, among Level 3 Parent, LLC and the other guarantors party thereto, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N,A., as Trustee and Notes Collateral Agent, designating and outlining the terms and conditions of Level 3 Financing, Inc.’s 3.400% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 10.2 to Level 3 Parent, LLC’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on December 4, 2019).

(i).* Supplemental Indenture, dated as of April 15, 2020, among Level 3 Financing, Inc., as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee, and Level 3 Parent, LLC and several of its subsidiaries, as guarantors, designating and outlining the terms and conditions of the secured guarantees of the 3.400% Senior Secured Notes due 2027 of Level 3 Financing, Inc.

Indenture, dated as of November 29, 2019, among Level 3 Parent, LLC and the other guarantors party thereto, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N,A., as Trustee and Notes Collateral Agent, designating and outlining the terms and conditions of Level 3 Financing, Inc.’s 3.875% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 10.3 to Level 3 Parent, LLC’s Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on December 4, 2019).

(i).* Supplemental Indenture, dated as of April 15, 2020, among Level 3 Financing, Inc., as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee, and Level 3 Parent, LLC and several of its subsidiaries, as guarantors, designating and outlining the terms and conditions of the secured guarantees of the 3.875% Senior Secured Notes due 2029 of Level 3 Financing, Inc.

Indenture, dated as of June 15, 2020, among Level 3 Parent, LLC, as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 4.250% Senior Notes due 2028 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.1 to Lumen Technologies, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on June 15, 2020).

(i).* First Supplemental Indenture, dated as of December 21, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unsecured guarantee of the 4.250% Senior Notes due 2028 of Level 3 Financing, Inc.

(ii).* Second Supplemental Indenture, dated as of December 21, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 4.250% Senior Notes due 2028 of Level 3 Financing, Inc.

Indenture, dated August 12, 2020, among Level 3 Parent, LLC, as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.625% Senior Notes due 2029 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.1 to Lumen Technologies, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on August 12, 2020).

(i).* First Supplemental Indenture, dated as of December 21, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unsecured guarantee of the 3.625% Senior Notes due 2029 of Level 3 Financing, Inc.

(ii).* Second Supplemental Indenture, dated as of December 21, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 3.625% Senior Notes due 2029 of Level 3 Financing, Inc.

Number Description

Indenture, dated January 13, 2021, among Level 3 Parent, LLC, as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.750% Sustainability-Linked Senior Notes due 2029 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.1 to Lumen Technologies, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on January 13, 2021).

Thirteenth Amendment Agreement to the Amended and Restated Credit Agreement, dated as of November 29, 2019, by and between Level 3 Parent, LLC, Level 3 Financing, Inc., the Lenders party thereto and Merrill Lynch Capital Corporation (incorporated by reference to Exhibit 10.1 to Level 3 Parent, LLC's Current Report on Form 8-K (File No.

001-35134) filed with the Securities and Exchange Commission on December 4, 2019).

Certain intercompany debt instruments.

Revolving Promissory Note, dated as of April 2, 2012 pursuant to which Embarq Corporation may borrow from an affiliate of CenturyLink, Inc.

up to $2.5 billion on a revolving basis (incorporated by reference to Exhibit 4.7(a) to 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 and restated 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(a) to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

001-00784) filed with the Securities and Exchange Commission on March 11, 2019).

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 and restated 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) to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

001-00784) filed with the Securities and Exchange Commission on March 11, 2019).

Revolving Promissory Note, dated as of September 27, 2012, pursuant to which Qwest Communications International, Inc.

may borrow from an affiliate of CenturyLink, Inc.

up to $3.0 billion on a revolving basis (incorporated by reference to Exhibit 4.8 of Qwest Communications International Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2012 (File No.

001-15577) filed with the Securities and Exchange Commission on November 13, 2012), as amended and restated 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(c) to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

001-00784) filed with the Securities and Exchange Commission on March 11, 2019).

10.1+ CenturyLink 2011 Equity Incentive Plan, as amended through May 18, 2016 (incorporated by reference to Appendix A of CenturyLink, Inc.'s Proxy Statement dated April 1, 2016 as filed with the Securities and Exchange Commission on Schedule 14A (File No.

Form of Restricted Stock Agreement for executive officers used for annual recurring grants since May 2013 (incorporated by reference to Exhibit 10.2(i) (iii) to CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No.

Form of Restricted Stock Agreement for executive officers used for annual recurring grants from 2013 to 2017 (incorporated by reference to Exhibit 10.2(i) (iii) to CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No.

001-07784) filed with the Securities and Exchange Commission on August 8, 2013).

7 unchanged sentences

001-07784) filed with the SEC on March 11, 2019).

CenturyLink 2018 Equity Incentive Plan (incorporated by reference to Appendix A to CenturyLink, Inc.’s Proxy Statement dated April 9, 2018, as filed with the Securities and Exchange Commission on Schedule 14A (File No.

10.2+ Amended and Restated Lumen Technologies, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Lumen Technologies, Inc.’s Quarterly Report on Form 10-Q (File No.

001-07784) filed with the Securities and Exchange Commission on November 5, 2020).

Form of Restricted Stock Agreement for annual equity grants to non-management directors in 2018 (incorporated by reference to Exhibit 10.1A to CenturyLink, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (File No.

17 unchanged sentences

10.5+ 2015 Executive Officer Short-Term Incentive Program (incorporated by reference to Appendix A to CenturyLink's Proxy Statement dated April 3, 2015, as filed with the Securities and Exchange Commission on Form 14A (File No.

Number Description

10.6+ Key Employee Incentive Compensation Plan, dated as of January 1, 1984, as amended and restated as of November 16, 1995 (incorporated by reference to Exhibit 10.1(f) to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995 (File No.

41 unchanged sentences

001-07784) filed with the Securities and Exchange Commission on February 28, 2012).

Number Description

10.16+ Level 3 Communications, Inc.

10 unchanged sentences

on February 7, 2018).

Subsidiaries of CenturyLink, Inc.

21* Subsidiaries of Lumen Technologies, Inc.

23* Independent Registered Public Accounting Firm Consent.

Certification of the Chief Executive Officer of CenturyLink, Inc.

31.1* Certification of the Chief Executive Officer of Lumen Technologies, Inc.

furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer of CenturyLink, Inc.

31.2* Certification of the Chief Financial Officer of Lumen Technologies, Inc.

furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer of CenturyLink, Inc.

32.1* Certification of the Chief Executive Officer of Lumen Technologies, Inc.

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer of CenturyLink, Inc.

32.2* Certification of the Chief Financial Officer of Lumen Technologies, Inc.

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Financial statements from the annual report on Form 10-K of CenturyLink, Inc.

101* Financial statements from the annual report on Form 10-K of Lumen Technologies, Inc.

for the period ended December 31, 2020, formatted in Inline XBRL:

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity and (vi) the Notes to Consolidated Financial Statements.

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Loss, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity and (vi) the Notes to Consolidated Financial Statements.

104* Cover page formatted as Inline XBRL and contained in Exhibit 101.

7 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

CenturyLink, Inc.

February 28, 2020

Lumen Technologies, Inc.

February 25, 2021 By:

Senior Vice President - Controller (Principal Accounting Officer)

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual 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 Director

February 28, 2020

/s/ Harvey Perry

Chairman of the Board

February 28, 2020

Vice Chairman of the Board

February 28, 2020

/s/ Indraneel Dev

Executive Vice President and Chief Financial Officer

February 28, 2020

Signature Title Date

Storey Chief Executive Officer and Director February 25, 2021

Michael Glenn Chairman of the Board February 25, 2021

Michael Glenn

Bruce Hanks Vice Chairman of the Board February 25, 2021

/s/ Indraneel Dev Executive Vice President and Chief Financial Officer February 25, 2021

Indraneel Dev

Senior Vice President - Controller (Principal Accounting Officer)

February 28, 2020

/s/ Martha H.

February 28, 2020

/s/ Virginia Boulet

February 28, 2020

Mortensen Senior Vice President - Controller (Principal Accounting Officer) February 25, 2021

/s/ Martha Helena Bejar Director February 25, 2021

Martha Helena Bejar

/s/ Virginia Boulet Director February 25, 2021

Virginia Boulet

February 28, 2020

Brown Director February 25, 2021

Chilton Director February 25, 2021

/s/ Steven T.

February 28, 2020

Michael Glenn

February 28, 2020

Michael Glenn

/s/ Hal Jones

February 28, 2020

/s/ Michael J.

February 28, 2020

/s/ Laurie A.

February 28, 2020

"Terry" Clontz Director February 25, 2021

"Terry" Clontz

/s/ Hal Stanley Jones Director February 25, 2021

Hal Stanley Jones

/s/ Michael Roberts Director February 25, 2021

Michael Roberts

/s/ Laurie Siegel Director February 25, 2021

Laurie Siegel

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