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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 66 added, 113 removed, 260 unchanged (41% 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 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.

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 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, 2021.

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, 2022.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective, as of December 31, 2022, 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

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.

Other than the implementation of controls over accounting and reporting for the completed divestitures of our Latin American and ILEC businesses and the planned divestiture of our EMEA business, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

14 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.

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

30 unchanged sentences

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

2.2* Agreement, dated as of February 8, 2023, by and among certain affiliates of Lumen Technologies, Inc., and Colt Technology Services Group Limited.

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.

21 unchanged sentences

001-07784) for the year ended December 31, 2014 filed with the Securities and Exchange Commission on February 24, 2015).

Number Description

Form of 7.2% Senior Notes, Series D, due 2025 (incorporated by reference to Exhibit 4.27 to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995 (File No.

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.

4 unchanged sentences

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

and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 5.80% Senior Notes, Series T, due 2022 and 7.65% Senior Notes, Series U, due 2042 (incorporated by reference to Exhibit 4.1 to CenturyLink's Current Report on Form 8-K (File No.

and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 7.65% Senior Notes, Series U, due 2042 (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 12, 2012) .

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

and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 6.75% Senior Notes, Series W, due 2023 (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 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).

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

and Regions Bank, as Trustee, designating and outlining the terms and conditions of CenturyLink's 7.5% Senior Notes, Series Y, due 2024 (incorporated by reference to Exhibit 4.2 to CenturyLink'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.

12 unchanged sentences

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.

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

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 issue d (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.

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

Number Description

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

1 unchanged sentence

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

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 (incorporated by reference to Exhibit 4.5(b) to CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2012 (File No.

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 Q west Corporation 's 7.250% Notes due 2025 and 7.750% Notes due 2030 were issued (incorporated by reference to Exhibit 4.5(b) to 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).

21 unchanged sentences

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.

Morgan Trust Company, National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.1 to Embarq Corporation's Current Report on Form 8-K (File No.

001-32732) filed with the Securities and Exchange Commission on May 18, 2006).

7.995% Global Note due 2036 of Embarq Corporation (incorporated by reference to Exhibit 4.4 to Embarq Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 (File No.

001-32372) filed with the Securities and Exchange Commission on March 9, 2007).

4.7 Instruments relating to indebtedness of Level 3 Communications, Inc.

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.

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 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 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 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 March 22, 2016, 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 5.25% Senior Notes due 2026 (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 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.

(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 September 16, 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, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 5.25% Senior Notes due 2026 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 16, 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 March 22, 2016, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.25% Senior Notes due 2026 (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 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 March 22, 2016, designating and outlining the terms and conditions of Level 3 Financing, Inc.'s 5.25% Senior Notes due 2026 (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 1, 2017).

Indenture, dated as of September 25, 2019, 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 4.625% Senior Notes due 2027 of Level 3 Financing, Inc.

1 unchanged sentence

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

Number Description

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.

4 unchanged sentences

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

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.

11 unchanged sentences

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

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 4.250% Senior Notes due 2028 of Level 3 Financing, Inc.

7 unchanged sentences

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

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.

7 unchanged sentences

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.

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.

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

001-07784) filed with the Securities and Exchange Commission on February 24, 2022 ) .

Number Description

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.

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

001-07784) filed with the Securities and Exchange Commission on February 24, 2022).

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.

001-07784) ) .

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

1 unchanged sentence

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).

001-07784) filed with the Securities and Exchange Commission on March 11, 2019).

10.2+ Amended and Restated Lumen Technologies, Inc.

1 unchanged sentence

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.

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.

Storey on May 23, 2018 (incorporated by reference to Exhibit 10.1B to CenturyLink, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (File No.

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

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

Storey on May 23, 2018 (incorporated by reference to Exhibit 10.1C to CenturyLink, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (File No.

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

Restricted Stock Agreement for time-based portion of 2018 promotion equity grant to Jeffrey K.

Storey on May 23, 2018 (incorporated by reference to Exhibit 10.1D to CenturyLink, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (File No.

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

Restricted Stock Agreement for performance-based portion of 2018 promotion equity grant to Jeffrey K.

Storey on May 23, 2018 (incorporated by reference to Exhibit 10.1E to CenturyLink, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (File No.

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.

Form of Restricted Stock Agreement for annual equity grants to non-management directors beginning 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.

001-07784) filed with the Securities and Exchange Commission on August 9, 2018).

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

Storey (incorporated by reference to Exhibit 10.2(vi ) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) filed with the Securities and Exchange Commission on February 24, 2022).

(iii) Form of RSU Agreement for annual performance-based equity grants to Jeff re y K.

Storey (incorporated by reference to Exhibit 10.2(vii) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) filed with the Securities and Exchange Commission on February 24, 2022).

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

Storey) (incorporated by reference to Exhibit 10.2(viii) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) filed with the Securities and Exchange Commission on February 24, 2022).

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

Storey) (incorporated by reference to Exhibit 10.2(ix) to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) filed with the Securities and Exchange Commission on February 24, 2022).

(vi)* Form of Restricted Stock Agreement for annual time-based equity grants to Kate Johnson

(vii)* Restricted Stock Agreement for sign-on time-based award to Kate Johnson on November 7, 2022.

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.

2 unchanged sentences

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

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.

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.

001-07784) filed with the Securities and Exchange Commission on March 18, 1996) and amendment thereto dated as of November 21, 1996 (incorporated by reference to Exhibit 10.1(f) to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 (File No.

001-07784) filed with the Securities and Exchange Commission on March 17, 1997), amendment thereto dated as of February 25, 1997 (incorporated by reference to Exhibit 10.2 to CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 1997 (File No.

001-07784) filed with the Securities and Exchange Commission on May 8, 1997), amendment thereto dated as of April 25, 2001 (incorporated by reference to Exhibit 10.2 to CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2001 (File No.

001-07784) filed with the Securities and Exchange Commission on May 15, 2001), amendment thereto dated as of April 17, 2000 (incorporated by reference to Exhibit 10.3(a) to CenturyLink, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001 (File No.

001-07784) filed with the Securities and Exchange Commission on March 15, 2002) and amendment thereto dated as of February 27, 2007 (incorporated by reference to Exhibit 10.1 to CenturyLink, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (File No.

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

Number Description

10.5+* Lumen Technologies, Inc.

Short-Term Incentive Plan - Annual .

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

4 unchanged sentences

001-07784) filed with the Securities and Exchange Commission on February 29, 2016).

10.9+ Change of Control Agreement, by and between Jeffrey K.

Storey and CenturyLink, Inc.

(incorporated by reference to Exhibit 10.9 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).

10.8+* Change of Control Agreement, by and between Kate Johnson and Lumen Technologi es, Inc

10.9+ Form of Change of Control Agreement, effective January 1, 2011 between CenturyLink, Inc.

1 unchanged sentence

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

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

10.10+ Amended and Restated Lumen Executive Severance Plan, effective October 10, 2017 (with updated exhibits and branding as of October 2020) (incorporated by reference to Exhibit 10.11 to Lumen Technologies, Inc.’s Annual Report on Form 10-K (File No.

001-07784) filed with the Securities and Exchange Commission on February 24, 2022).

10.11+ Amended and Restated CenturyLink, Inc.

5 unchanged sentences

Storey, effective May 23, 2018 (incorporated by reference to Exhibit 10.1 to CenturyLink, Inc.’s Current Report on Form 8-K (File No.

001-07784), filed with the SEC on May 25, 2018, which amended, restated and superseded the offer letter between CenturyLink, Inc.

001-07784), filed with the Securities and Exchange Commission on May 25, 2018, which amended, restated and superseded the offer letter between CenturyLink, Inc.

and Jeffrey K.

3 unchanged sentences

and Indraneel Dev, effective November 6, 2018 (incorporated by reference to Exhibit 10.1 to CenturyLink, Inc.’s Current Report on Form 8-K (File No.

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).

001-07784) filed with the Securities and Exchange Commission on November 7, 2018).

10.14+ Offer Letter dated September 12, 2022 between Lumen Technologies, Inc.

and Kate Johnson (incorporated by reference to Exhibit 10.1 to Lumen Technologies, Inc.'s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on September 13, 2022).

10.15+ Offer Letter dated March 24, 2022 between Lumen Technologies, Inc.

and Christopher D.

Stansbury (incorporated by reference to Exhibit 10.1 to Lumen Technologies, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2022 (File No.

001-07784) filed with the Securities and Exchange Commission on May 4, 2022).

10.16+ Lumen Supplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.2 to Lumen Technologies, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2022 (File No.

001-07784) filed with the Securities and Exchange Commission on May 4, 2022).

10.17+ Lumen Non-Employee Director Deferred Compensation Plan, effective April 18, 2019 (updated for branding as of October 2020) (incorporated by reference to Exhibit 10.15 to Lumen Technologies, Inc.'s Annual Report on Form 10-K (File No.

001-07784) filed with the Securities and Exchange Commission on February 24, 2022).

Number Description

10.18+ 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).

10.17+ Level 3 Communications, Inc.

Stock Incentive Plan, as amended and restated through October 31, 2017 (incorporated by reference to Exhibit 10.3 to CenturyLink, Inc.’s Current Report on Form 8-K (File No.

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

10.19+* Retention Letter between Lumen Technologies, Inc.

and Shaun Andrews, dated December 9, 2022

10.20+* Retention Letter between Lumen Technologies, Inc.

and Stacey Goff, dated December 9, 2022

21* Subsidiaries of Lumen Technologies, Inc.

4 unchanged sentences

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, 2022, 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) Income, (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.

4 unchanged sentences

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

Additional documentation regarding the credit agreement of Level 3 Parent, LLC and its affiliates is available in reports filed by Level 3 Parent, LLC with the Securities and Exchange Commission.

SUMMARY OF BUSINESS AND FINANCIAL INFORMATION

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Signature Title Date

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

/s/ Kate Johnson President and Chief Executive Officer February 23, 2023

Michael Glenn Non-Executive Chairman of the Board February 23, 2023

1 unchanged sentence

Bruce Hanks Non-Executive Vice Chairman of the Board February 23, 2023

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

Indraneel Dev

/s/ Chris Stansbury Executive Vice President and Chief Financial Officer February 23, 2023

Chris Stansbury

/s/ Andrea Genschaw Senior Vice President, Controller (Principal Accounting Officer) February 23, 2023

16 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