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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 84 added, 84 removed, 289 unchanged (37% 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 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.

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 Chief Executive Officer, Jeff K.

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.

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, 2021.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective, as of December 31, 2021, in providing reasonable assurance 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

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.

Other than the implementation of controls over reporting for the assets and liabilities to be sold through our two previously announced divestitures, 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 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

7 unchanged sentences

Based on our evaluation under the framework of COSO, management concluded that our internal control over financial reporting was effective at December 31, 2021.

The effectiveness of our internal control over financial reporting at December 31, 2020 has been audited by KPMG LLP, as stated in their report.

See the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which is incorporated herein by reference.

The effectiveness of our internal control over financial reporting at December 31, 2021 has been audited by KPMG LLP, as stated in their report entitled "Opinion on Internal Control Over Financial Reporting" appearing in Item 8, which is incorporated into this item by reference.

Management’s Report on the Consolidated Financial Statements

4 unchanged sentences

OTHER INFORMATION

The following disclosure is being made under Section 13(r) of the Exchange Act out of an abundance of caution:

We are required to engage on a regular basis with the Russian Federal Security Service (“FSB”) in the FSB’s official capacity of regulating our use of technology in Russia in connection with providing commercial services therein through our local subsidiary.

On March 2, 2021, the U.S.

Secretary of State designated the FSB as a party subject to the provisions of U.S.

Executive Order No.

13382 issued in 2005.

We do not derive any gross revenues or net profits directly associated with any such dealings by us with the FSB and all such dealings are explicitly authorized by General License 1B issued by the U.S.

Department of the Treasury’s Office of Foreign Assets Control.

We currently plan to continue these activities as required to continue to provide commercial services in Russia.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

12 unchanged sentences

Equity compensation plans not approved by shareholders — — —

470,946 41.40 (2)

Totals 13,562,209 (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.

(1) These amounts represent 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.

Depending on performance, the actual share payout of these awards may range between 0-200% of target.

(2) The amounts in column (a) include restricted stock units, which do not have an exercise price.

Consequently, those awards were excluded from the calculation of this exercise price.

(3) These amounts represent common shares to be issued upon exercise of options that were assumed in connection with certain acquisitions.

This also includes restricted stock units outstanding under Legacy Level 3 Plan.

In connection with our merger with Level 3, we also assumed certain awards then-outstanding under other predecessor plans of Level 3.

(2) The amounts in column (a) represent restricted stock units, which do not have an exercise price.

The balance of the information required by Item 12 is incorporated by reference to the Proxy Statement.

7 unchanged sentences

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.

2.1 Purchase Agreement, dated as of August 3, 2021, by and among Lumen Technologies, Inc., certain of its subsidiaries and Connect Holding LLC (incorporated by reference to Exhibit 2.1 to Lumen Technologies, Inc.’s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on August 4, 2021).

3.1 Composite Articles of Incorporation of Lumen Technologies, Inc., as amended through January 22, 2021 (incorporated by reference to Exhibit 3.1 to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No .

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

3.2 Bylaws of Lumen Technologies, 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 26, 2021).

20 unchanged sentences

001-07784) filed with the Securities and Exchange Commission on March 18, 1996).

Number Description

Form of 6.875% Debentures, Series G, due 2028, (incorporated by reference to Exhibit 4.9 to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 (File No.

3 unchanged sentences

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.

and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 6.45% Senior Notes, Series S, due 2021 (incorporated by reference 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.

22 unchanged sentences

001-07784) dated November 27, 2020).

Indenture, dated June 15, 2021, among Lumen Technologies, Inc., as issuer, and Regions Bank, as trustee, relating to the issuance of Lumen Technologies, Inc.’s 5.375% 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) filed with the Securities and Exchange Commission on June 15, 2021).

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

and its subsidiaries.

Number Description

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 (incorporated by reference to Exhibit 4.2 to Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 (File No.

5 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.

12 unchanged sentences

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

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

Bank National Association, designating and outlining the terms and conditions of Qwest Corporation's 6.75% Notes due 2021 (incorporated by reference to Exhibit 4.1 to Qwest Corporation's Current Report on Form 8-K (File No.

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

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.

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.

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 4.6(e) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021) .

4.7 Instruments relating to indebtedness of Embarq Corporation.

Number Description

Indenture, dated as of May 17, 2006, by and between Embarq Corporation and J.P.

5 unchanged sentences

and its subsidiaries.

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.

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).

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.

(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.

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

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.

1 unchanged sentence

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.

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.

1 unchanged sentence

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 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).

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 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.

001-35134) filed with the Securities and Exchange Commission on February 8, 2016).

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, 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 2024 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 February 8, 2016).

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 November 13, 2015, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.375% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 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 28, 2016).

Number Description

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 November 13, 2015, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.375% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to Level 3 Communications, Inc.'s Current Report on Form 8-K (File No.

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 1, 2017).

1 unchanged sentence

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

Number Description

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.

12 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.

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.

(incorporated by reference to Exhibit 4.8(d)(i) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

Second 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, 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.

(incorporated by reference to Exhibit 4.8(d)(ii) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

Number Description

1 unchanged sentence

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.

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.

( incorporated by reference to Exhibit 4.8(e)(i) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

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.

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.

(incorporated by reference to Exhibit 4.8(f) (i) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

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.

1 unchanged sentence

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.

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.

(incorporated by reference to Exhibit 4.8(g)(i) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

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.

(incorporated by reference to Exhibit 4.8(g)(ii) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

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.

1 unchanged sentence

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

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.

(incorporated by reference to Exhibit 4.8(h)(i) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

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.

(incorporated by reference to Exhibit 4.8(h)(ii) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 25, 2021).

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.

1 unchanged sentence

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

(i).* First Supplemental Indenture, dated as of May 7, 2021, 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 3.750% Sustainability-Linked Senior Notes due 2029 of Level 3 Financing, Inc.

(ii).* Second Supplemental Indenture, dated as of May 7, 2021, 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 3.750% Sustainability-Linked Senior Notes due 2029 of Level 3 Financing, Inc.

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.

1 unchanged sentence

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 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).

Form of Restricted Stock Agreement for annual time-based equity grants to certain executive officers in 2018 (not including Jeffrey K.

2 unchanged sentences

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

Form of Restricted Stock Agreement for annual performance-based equity grants to certain executive officers in 2018 (not including Jeffrey K.

Storey) (incorporated by reference to Exhibit 10.1(vi) to CenturyLink.

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

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

10.2+ Amended and Restated Lumen Technologies, Inc.

3 unchanged sentences

001-07784) filed with the SEC on August 9, 2018).

Number Description

Form of RSU Agreement for annual time-based equity grant to Jeffrey K.

10 unchanged sentences

001-07784) filed with the SEC on August 9, 2018).

(vi)* Form of RSU Agreement for annual time-based equity grants to Jeffrey K.

(vii)* Form of RSU Agreement for annual performance-based equity grants to Jeffery K.

(viii)* Form of Restricted Stock Agreement for annual time-based equity grants to certain executive officers (other than Jeffrey K.

(ix)* Form of Restricted Stock Agreement for annual performance-based equity grants to certain executive officers (other than Jeffrey K.

10.3+ Supplemental Dollars & Sense Plan, 2014 Restatement, effective January 1, 2014 (incorporated by reference to Exhibit 10.3 to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

3 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.

5 unchanged sentences

001-07784) filed with the Securities and Exchange Commission on August 8, 2007).

Number Description

10.7+ Form of Indemnification Agreement entered into between CenturyLink, Inc.

11 unchanged sentences

001-07784) filed with the Securities and Exchange Commission on March 1, 2011).

10.11+ Amended and Restated CenturyLink Executive Severance Plan, effective October 10, 2017 (including, as Exhibit E thereto, the Legacy Level 3 Key Executive Severance Plan, as assumed by CenturyLink, Inc.

effective November 1, 2017 (covering certain Legacy Level 3 employees through October 31,2019))(incorporated by reference to Exhibit 10.12 to CenturyLink.

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

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

10.11+* Amended and Restated Lumen Executive Severance Plan, effective October 10, 2017 ( w ith updated exhibits and branding as of October 2020).

10.12+ Amended and Restated CenturyLink, Inc.

12 unchanged sentences

001-07784) filed with the SEC on November 7, 2018).

10.15+* Lumen Non-Employee Director Deferred Compensation Plan , effective April 18, 2019 (updated for branding as of October 2020).

10.16+ Legacy Qwest Deferred Compensation Plan for Nonemployee Directors, as amended and restated, Amendment to Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.2 to Qwest Communications International Inc.'s Current Report on Form 8-K (File No.

3 unchanged sentences

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

Number Description

10.17+ Level 3 Communications, Inc.

1 unchanged sentence

001-07784) filed with the Securities and Exchange Commission on November 1, 2017).

10.17 Shareholder Rights Agreement, dated as of October 31, 2016, by and between CenturyLink, Inc.

and STT Crossing Ltd.

(incorporated by reference to Exhibit 10.2 to CenturyLink’s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on November 3, 2016) ;

as amended by the Assignment and Assumption Agreement, dated as of February 5, 2018, by and among STT Crossing Ltd., Everitt Investments Pte.Ltd., Aranda Investments Pte.Ltd., and CenturyLink, Inc.

(incorporated by reference to Exhibit 99.3 to Amendment No.

1 to a statement of beneficial ownership of common shares of CenturyLink, Inc.

on Schedule 13D filed with the SEC by Singapore Technologies Telemedia Pte.

on February 7, 2018).

21* Subsidiaries of Lumen Technologies, Inc.

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

Number Description

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

4 unchanged sentences

for the period ended December 31, 2021, formatted in Inline XBRL:

(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.

(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.

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

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February 24, 2022 By:

/s/ Andrea Genschaw

Andrea Genschaw

Senior Vice President, Controller (Principal Accounting Officer)

2 unchanged sentences

Signature Title Date

Storey Chief Executive Officer and Director February 25, 2021

Michael Glenn Chairman of the Board February 25, 2021

Storey Chief Executive Officer, President and Director February 24, 2022

Michael Glenn Non-Executive Chairman of the Board February 24, 2022

Michael Glenn

Bruce Hanks Vice Chairman of the Board February 25, 2021

Bruce Hanks Non-Executive Vice Chairman of the Board February 24, 2022

/s/ Indraneel Dev Executive Vice President and Chief Financial Officer February 24, 2022

Indraneel Dev

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

/s/ Andrea Genschaw Senior Vice President, Controller (Principal Accounting Officer) February 24, 2022

Andrea Genschaw

/s/ Quincy L.

Allen Director February 24, 2022

/s/ Martha Helena Bejar Director February 24, 2022

Martha Helena Bejar

/s/ Virginia Boulet Director February 25, 2021

Virginia Boulet

Brown Director February 24, 2022

10 unchanged sentences

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