Lumen Technologies, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS LUMEN TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31, 2024 2023 (Dollars in millions, except per share amounts, and shares in thousands) OPERATING REVENUE $ 3,290 3,738 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) 1,652 1,817 Selling, general and administrative 823 721 Loss on sale of business 22 77 Depreciation and amortization 748 733 Total operating expenses 3,245 3,348 OPERATING INCOME 45 390 OTHER INCOME (EXPENSE) Interest expense ( 291 ) ( 279 ) Net gain on early retirement of debt (Note 5) 275 609 Other income (expense), net 73 ( 40 ) Total other income, net 57 290 INCOME BEFORE INCOME TAXES 102 680 Income tax expense 45 169 NET INCOME $ 57 511 BASIC AND DILUTED EARNINGS PER COMMON SHARE BASIC $ 0.06 0.52 DILUTED $ 0.06 0.52 WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC 984,855 981,555 DILUTED 986,262 982,283 See accompanying notes to consolidated financial statements. 6 Table of Contents LUMEN TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended March 31, 2024 2023 (Dollars in millions) NET INCOME $ 57 511 OTHER COMPREHENSIVE INCOME: Items related to employee benefit plans: Change in net actuarial loss, net of $( 6 ) and $( 5 ) tax 18 15 Change in net prior service cost, net of $ 1 and $ 1 tax ( 3 ) ( 3 ) Foreign currency translation adjustment, net of $ — and $( 6 ) tax ( 4 ) 18 Other comprehensive income 11 30 COMPREHENSIVE INCOME $ 68 541 See accompanying notes to consolidated financial statements. 7 Table of Contents LUMEN TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 2024 December 31, 2023 (Dollars in millions and shares in thousands) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,580 2,234 Accounts receivable, less allowance of $ 67 and $ 67 1,322 1,318 Other 1,033 1,223 Total current assets 3,935 4,775 Property, plant and equipment, net of accumulated depreciation of $ 21,725 and $ 21,318 19,908 19,758 GOODWILL AND OTHER ASSETS Goodwill 1,964 1,964 Other intangible assets, net 5,290 5,470 Other, net 2,076 2,051 Total goodwill and other assets 9,330 9,485 TOTAL ASSETS $ 33,173 34,018 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 86 157 Accounts payable 1,162 1,134 Accrued expenses and other liabilities Salaries and benefits 578 696 Income and other taxes 761 251 Current operating lease liabilities 282 268 Interest 110 168 Other 172 213 Current portion of deferred revenue 665 647 Total current liabilities 3,816 3,534 LONG-TERM DEBT 18,591 19,831 DEFERRED CREDITS AND OTHER LIABILITIES Deferred income taxes, net 3,143 3,127 Benefit plan obligations, net 2,457 2,490 Deferred revenue 2,021 1,969 Other 2,641 2,650 Total deferred credits and other liabilities 10,262 10,236 COMMITMENTS AND CONTINGENCIES (Note 11) STOCKHOLDERS' EQUITY Preferred stock—non-redeemable, $ 25.00 par value, authorized 2,000 and 2,000 shares, issued and outstanding 7 and 7 shares — — Common stock, $ 1.00 par value, authorized 2,200,000 and 2,200,000 shares, issued and outstanding 1,015,967 and 1,008,486 shares 1,016 1,008 Additional paid-in capital 18,137 18,126 Accumulated other comprehensive loss ( 799 ) ( 810 ) Accumulated deficit ( 17,850 ) ( 17,907 ) Total stockholders' equity 504 417 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 33,173 34,018 See accompanying notes to consolidated financial statements. 8 Table of Contents LUMEN TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2024 2023 (Dollars in millions) OPERATING ACTIVITIES Net income $ 57 511 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 748 733 Loss on sale of business 22 77 Deferred income taxes 8 46 Provision for uncollectible accounts 23 27 Net gain on early retirement of debt ( 275 ) ( 609 ) Debt modification costs and related fees ( 79 ) — Unrealized (gain) loss on investments ( 20 ) 80 Stock-based compensation 14 14 Changes in current assets and liabilities: Accounts receivable ( 25 ) 14 Accounts payable ( 7 ) ( 8 ) Accrued income and other taxes 772 143 Other current assets and liabilities, net ( 261 ) ( 374 ) Retirement benefits ( 13 ) ( 15 ) Changes in other noncurrent assets and liabilities, net 198 ( 16 ) Other, net ( 60 ) ( 28 ) Net cash provided by operating activities 1,102 595 INVESTING ACTIVITIES Capital expenditures ( 713 ) ( 640 ) Proceeds from sale of property, plant and equipment, and other assets 12 23 Other, net 3 1 Net cash used in investing activities ( 698 ) ( 616 ) FINANCING ACTIVITIES Net proceeds from issuance of long-term debt 1,325 — Payments of long-term debt ( 1,902 ) ( 61 ) Net payments on revolving line of credit ( 200 ) — Dividends paid ( 3 ) ( 8 ) Debt issuance and extinguishment costs and related fees ( 278 ) ( 11 ) Other, net ( 2 ) ( 6 ) Net cash used in financing activities ( 1,060 ) ( 86 ) Net decrease in cash, cash equivalents and restricted cash ( 656 ) ( 107 ) Cash, cash equivalents and restricted cash at beginning of period 2,248 1,307 Cash, cash equivalents and restricted cash at end of period $ 1,592 1,200 Supplemental cash flow information: Income taxes refunded (paid), net $ 724 ( 96 ) Interest paid (net of capitalized interest of $ 39 and $ 21 ) $ ( 339 ) ( 363 ) Supplemental noncash information regarding financing activities: Cancellation of senior unsecured notes as part of exchange offers (Note 5) $ — ( 1,535 ) Issuance of senior secured notes as part of exchange offers (Note 5) $ — 915 Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 1,580 1,148 Cash and cash equivalents and restricted cash included in Assets held for sale — 41 Restricted cash included in Other current assets 2 — Restricted cash included in Other, net noncurrent assets 10 11 Total $ 1,592 1,200 See accompanying notes to consolidated financial statements. 9 Table of Contents LUMEN TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) Three Months Ended March 31, 2024 2023 (Dollars in millions except per share amounts) COMMON STOCK Balance at beginning of period $ 1,008 1,002 Issuance of common stock through incentive and benefit plans 8 3 Balance at end of period 1,016 1,005 ADDITIONAL PAID-IN CAPITAL Balance at beginning of period 18,126 18,080 Shares withheld to satisfy tax withholdings ( 1 ) ( 4 ) Stock-based compensation 14 14 Other ( 2 ) 4 Balance at end of period 18,137 18,094 ACCUMULATED OTHER COMPREHENSIVE LOSS Balance at beginning of period ( 810 ) ( 1,099 ) Other comprehensive income 11 30 Balance at end of period ( 799 ) ( 1,069 ) ACCUMULATED DEFICIT Balance at beginning of period ( 17,907 ) ( 7,609 ) Net income 57 511 Balance at end of period ( 17,850 ) ( 7,098 ) TOTAL STOCKHOLDERS' EQUITY $ 504 10,932 See accompanying notes to consolidated financial statements. 10 Table of Contents LUMEN TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) References in the Notes to (i) "Lumen Technologies" or "Lumen," "we," "us," the "Company," and "our" refer to Lumen Technologies, Inc. and its consolidated subsidiaries and (ii) "Level 3" refer to Level 3 Parent, LLC and its predecessor, Level 3 Communications, Inc., which we acquired on November 1, 2017. (1) Background General We are a facilities-based technology and communications company that provides a broad array of integrated products and services to our domestic and global business customers and our domestic mass markets customers. We operate one of the world’s most interconnected networks. Our platform empowers our customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access and reduce costs, which allows our customers to rapidly evolve their IT programs to address dynamic changes. Our specific products and services are detailed in Note 3—Revenue Recognition. During 2022 and 2023, we divested components of our business, referenced herein as (i) the Europe, Middle East and Africa ("EMEA") business, divested November 1, 2023, (ii) the incumbent local exchange ("ILEC") business conducted in 20 Midwestern and Southeastern states, divested October 3, 2022 and (iii) the Latin American business, divested August 1, 2022. Please refer to Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses our Annual Report on Form 10-K for the year ended December 31, 2023 for more information on these divestitures. As we determined that none of these divestitures represented a strategic shift for Lumen, they did not meet the criteria to be treated as discontinued operations and we continued to report our operating results for all three of the divested businesses in our consolidated operating results through their respective disposal dates. Basis of Presentation Our consolidated balance sheet as of December 31, 2023, which was derived from our audited consolidated financial statements, and our unaudited interim consolidated financial statements provided herein have been prepared in accordance with the instructions for Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). However, in our opinion, the disclosures made therein are adequate to make the information presented not misleading. We believe these consolidated financial statements include all normal recurring adjustments necessary to fairly present the results for the interim periods. The consolidated results of operations and cash flows for the first three months of the year are not necessarily indicative of the consolidated results of operations and cash flows that might be expected for the entire year. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. The accompanying consolidated financial statements include our accounts and the accounts of our subsidiaries in which we have a controlling interest. Intercompany amounts and transactions with our consolidated subsidiaries have been eliminated. To simplify the overall presentation of our consolidated financial statements, we report immaterial amounts attributable to noncontrolling interests in certain of our subsidiaries as follows: (i) income attributable to noncontrolling interests in other income (expense), net, (ii) equity attributable to noncontrolling interests in additional paid-in capital and (iii) cash flows attributable to noncontrolling interests in other, net financing activities. We reclassified certain prior period amounts to conform to the current period presentation, including the recategorization of our Business revenue by product category and sales channel in our segment reporting. See Note 3—Revenue Recognition and Note 10—Segment Information for additional information. These changes had no impact on total operating revenue, total operating expenses or net income for any period. 11 Table of Contents During 2023, we identified errors in our previously reported consolidated financial statements related to accounts receivable and accounts payable which resulted in revisions to certain line items on our December 31, 2022 consolidated balance sheet in prior periods. We have recorded an increase to our accumulated deficit by $ 63 million, reflected in our January 1, 2023 and March 31, 2023 accumulated deficit in our consolidated statements of stockholders' equity herein. Please refer to Note 1— Background and Summary of Significant Accounting Policies to the consolidated financial statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 for more information. Operating lease assets are included in other, net under goodwill and other assets on our consolidated balance sheets. Noncurrent operating lease liabilities are included in other under deferred credits and other liabilities on our consolidated balance sheets. There were no book overdrafts included in accounts payable at March 31, 2024 or December 31, 2023. Change in Accounting Estimates Effective January 1, 2024, we changed our method of depreciation and amortization for ILEC and certain competitive local exchange carriers ("CLEC") fixed assets from the group method of depreciation to straight line by individual asset method. Historically, we have used the group method of depreciation for the property, plant and equipment and amortization of certain intangible capitalized software assets of our ILECs and certain CLECs. Under the group method, for each subsidiary, all like kind assets were combined into common pools and depreciated under composite depreciation rates. Recent business divestitures and asset sales have significantly reduced our composite asset base. We believe the straight-line depreciation method for individual assets is preferable to the group method as it will result in a more precise estimate of depreciation expense and will result in a consistent depreciation method for all our subsidiaries. This change in the method of depreciation is considered a change in accounting estimate inseparable from a change in accounting principle and will result in changes to our depreciation and amortization expense prospectively. The change in accounting estimate had an immaterial impact to our continuing operations for the quarter ended March 31, 2024. Additionally, during the first quarter of 2024, we updated our analysis of economic lives of owned fiber network assets. As of January 1, 2024, we extended the estimated economic life and depreciation period of such assets from 25 years to 30 years to better reflect the physical life of the assets that we have experienced and absence of technological changes that would replace fiber. The change in accounting estimate decreased depreciation expense approximately $ 16 million, $ 12 million net of tax, or an increase of $ 0.01 per diluted share from continuing operations for the quarter ended March 31, 2024. Summary of Significant Accounting Policies Refer to the significant accounting policies described in Note 1— Background and Summary of Significant Accounting Policies to the consolidated financial statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023. Recently Adopted Accounting Pronouncements Supplier Finance Programs On January 1, 2023, we adopted Accounting Standards Update ("ASU") 2022-04, “Liabilities-Supplier Finance Program (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ” (“ASU 2022-04”). These amendments require that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, program activity during the period, changes from period to period and the potential magnitude of program transactions. The adoption of ASU 2022-04 did not have a material impact to our consolidated financial statements. 12 Table of Contents Credit Losses On January 1, 2023, we adopted ASU 2022-02, “ Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings (“TDR”) and Vintage Disclosures ” (“ASU 2022-02”). The ASU eliminates the TDR recognition and measurement guidance, enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. The adoption of ASU 2022-02 did not have a material impact to our consolidated financial statements. Adoption of Other ASU With No Impact As of March 31, 2024, we adopted ASU 2023-01, “ Leases (Topic 842): Common Control Arrangements ”, and ASU 2022-03, “ Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ”. The adoption of these ASU did not have any impact on our consolidated financial statements. Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” (“ASU 2023-09”). This ASU requires that public business entities must annually (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” ASU 2023-09 will become effective for us in fiscal year 2025 and early adoption is permitted. As of March 31, 2024, we had not early adopted this ASU and are currently evaluating its impact on our consolidated financial statements, including our annual disclosure within our Income Taxes note. In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”). This ASU is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU will become effective for us in annual period fiscal 2024 and early adoption is permitted. As of March 31, 2024, we had not early adopted this ASU and are currently evaluating its impact on our consolidated financial statements, including on the accompanying annual disclosure within our Segment Information note. 13 Table of Contents (2) Goodwill, Customer Relationships and Other Intangible Assets Goodwill, customer relationships and other intangible assets consisted of the following: March 31, 2024 December 31, 2023 (Dollars in millions) Goodwill $ 1,964 1,964 Indefinite-lived intangible assets $ 9 9 Other intangible assets subject to amortization: Customer relationships, less accumulated amortization of $ 4,047 and $ 4,248 3,656 3,811 Capitalized software, less accumulated amortization of $ 3,981 and $ 4,045 (1) 1,542 1,564 Trade names, patents and other, less accumulated amortization of $ 75 and $ 72 (1) 83 86 Total other intangible assets, net $ 5,290 5,470 ______________________________________________________________________ (1) Certain customer relationships with a gross carrying value of $ 352 million and capitalized software with a gross carrying value of $ 153 million became fully amortized during 2023 and were retired during the three months ended March 31, 2024. As of March 31, 2024, the gross carrying amount of goodwill, customer relationships, indefinite-lived and other intangible assets was $ 15.4 billion. Our goodwill was derived from numerous acquisitions where the purchase price exceeded the fair value of the net assets acquired. We report our results within two segments: Business and Mass Markets. See Note 10—Segment Information for more information on these segments. We assigned no goodwill to our Business segment as of March 31, 2024 and December 31, 2023. We assigned approximately $ 2.0 billion of goodwill to our Mass Markets segment as of both March 31, 2024 and December 31, 2023. Total goodwill as of both March 31, 2024 and December 31, 2023 was net of accumulated impairment losses of $ 21.7 billion. We are required to assess our goodwill and other indefinite-lived intangible assets for impairment annually, or, under certain circumstances, more frequently, such as when events or changes in circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our assessment determines the carrying value of equity of any of our reporting units exceeds its fair value. Our annual impairment assessment date for goodwill is October 31, at which date we assess our reporting units. Our annual impairment assessment date for indefinite-lived intangible assets other than goodwill is December 31. As of March 31, 2024, we had three reporting units for goodwill impairment testing, which are (i) Mass Markets, (ii) North American Business ("NA Business") and (iii) Asia Pacific ("APAC") region. Our reporting units are not discrete legal entities with discrete full financial statements. Our assets and liabilities are employed in and relate to the operations of multiple reporting units. For each reporting unit, we compare its estimated fair value of equity to its carrying value of equity that we assign to the reporting unit. If the estimated fair value of the reporting unit is greater than the carrying value, we conclude that no impairment exists. If the estimated fair value of the reporting unit is less than the carrying value, we record a non-cash impairment charge equal to the excess amount. Depending on the facts and circumstances, we typically estimate the fair value of our reporting units by considering either or both of (i) a discounted cash flow method, which is based on the present value of projected cash flows over a discrete projection period and a terminal value, which is based on the expected normalized cash flows of the reporting units following the discrete projection period, and (ii) a market approach, which includes the use of market multiples of publicly-traded companies whose services are comparable to ours . 14 Table of Contents Total amortization expense for finite-lived intangible assets for the three months ended March 31, 2024 and 2023 totaled $ 272 million and $ 260 million, respectively. We estimate that total amortization expense for finite-lived intangible assets for the years ending December 31, 2024 through 2028 will be as provided in the table below. (Dollars in millions) 2024 (remaining nine months) $ 736 2025 895 2026 841 2027 753 2028 686 15 Table of Contents (3) Revenue Recognition Product and Service Categories We categorize our products and services revenue among the following categories for the Business segment: • Grow , which includes products and services that we anticipate will grow, including our dark fiber, Edge Cloud services, IP, managed security, software-defined wide area networks ("SD WAN"), Unified Communications and Collaboration ("UC&C") and wavelengths services; • Nurture , which includes our more mature offerings, including ethernet and VPN data networks services; • Harvest , which includes our legacy services managed for cash flow, including Time Division Multiplexing ("TDM") voice, private line and other legacy services; and • Other , which includes equipment sales, managed and professional service solutions and other services. We categorize our products and services revenue among the following categories for the Mass Markets segment: • Fiber Broadband , under which we provide high speed broadband services to residential and small business customers utilizing our fiber-based network infrastructure; • Other Broadband , under which we provide primarily lower speed broadband services to residential and small business customers utilizing our copper-based network infrastructure; and • Voice and Other, under which we derive revenues from (i) providing local and long-distance voice services, professional services, and other ancillary services, and (ii) federal broadband and state support programs. Reconciliation of Total Revenue to Revenue from Contracts with Customers The following table provides total revenue by segment, sales channel and product category. It also provides the amount of revenue that is not subject to ASC 606, " Revenue from Contracts with Customers " ("ASC 606"), but is instead governed by other accounting standards. The amounts in the table below include revenue for the EMEA business prior to its sales on November 1, 2023. See Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on these divestitures. 16 Table of Contents Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Total Revenue Adjustments for Non-ASC 606 revenue (1) Total revenue from Contracts with Customers Total Revenue Adjustments for Non-ASC 606 revenue (1) Total revenue from Contracts with Customers (Dollars in millions) Business Segment by Sales Channel and Product Category Large Enterprise Grow $ 427 ( 49 ) 378 421 ( 50 ) 371 Nurture 268 — 268 300 — 300 Harvest 119 — 119 139 — 139 Other 44 ( 1 ) 43 51 ( 1 ) 50 Total Large Enterprise Revenue 858 ( 50 ) 808 911 ( 51 ) 860 Mid-Market Enterprise Grow 207 ( 6 ) 201 197 ( 7 ) 190 Nurture 188 — 188 219 — 219 Harvest 83 ( 1 ) 82 98 ( 1 ) 97 Other 8 ( 1 ) 7 9 ( 2 ) 7 Total Mid-Market Enterprise Revenue 486 ( 8 ) 478 523 ( 10 ) 513 Public Sector Grow 125 ( 21 ) 104 117 ( 19 ) 98 Nurture 87 — 87 107 — 107 Harvest 94 ( 1 ) 93 99 — 99 Other 114 — 114 109 — 109 Total Public Sector Revenue 420 ( 22 ) 398 432 ( 19 ) 413 Wholesale Grow 260 ( 62 ) 198 271 ( 71 ) 200 Nurture 192 ( 7 ) 185 215 ( 6 ) 209 Harvest 275 ( 38 ) 237 332 ( 44 ) 288 Other 3 — 3 5 — 5 Total Wholesale Revenue 730 ( 107 ) 623 823 ( 121 ) 702 International and Other Grow 40 ( 1 ) 39 128 ( 29 ) 99 Nurture 42 — 42 72 — 72 Harvest 11 — 11 38 — 38 Other 4 — 4 41 — 41 Total International and Other 97 ( 1 ) 96 279 ( 29 ) 250 Business Segment by Product Category Grow 1,059 ( 139 ) 920 1,134 ( 176 ) 958 Nurture 777 ( 7 ) 770 913 ( 6 ) 907 Harvest 582 ( 40 ) 542 706 ( 45 ) 661 Other 173 ( 2 ) 171 215 ( 3 ) 212 Total Business Segment Revenue 2,591 ( 188 ) 2,403 2,968 ( 230 ) 2,738 Mass Markets Segment by Product Category Fiber Broadband 170 ( 4 ) 166 152 ( 4 ) 148 Other Broadband 315 ( 28 ) 287 369 ( 33 ) 336 Voice and Other 214 ( 9 ) 205 249 ( 9 ) 240 Total Mass Markets Revenue 699 ( 41 ) 658 770 ( 46 ) 724 Total Revenue $ 3,290 ( 229 ) 3,061 3,738 ( 276 ) 3,462 17 Table of Contents _____________________________________________________________________ (1) Includes regulatory revenue and lease revenue not within the scope of ASC 606. Operating Lease Income Lumen Technologies leases various dark fiber, office facilities, colocation facilities, switching facilities, other network sites and service equipment to third parties under operating leases. Lease and sublease income are included in operating revenue in our consolidated statements of operations. For the three months ended March 31, 2024 and 2023, our gross rental income was $ 221 million and $ 269 million, respectively, which represents approximately 7 % of our operating revenue for both the three months ended March 31, 2024 and 2023. Customer Receivables and Contract Balances The following table provides balances of customer receivables, contract assets and contract liabilities, net of amounts classified as held for sale, as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 (Dollars in millions) Customer receivables (1) $ 1,289 1,256 Contract assets 26 29 Contract liabilities 710 698 ______________________________________________________________________ (1) Reflects gross customer receivables of $ 1.3 billion, net of allowance for credit losses of $ 60 million, at March 31, 2024 and December 31, 2023. Contract liabilities are consideration we have received from our customers or billed in advance of providing goods or services promised in the future. We defer recognizing this consideration as revenue until we have satisfied the related performance obligation to the customer. Contract liabilities include recurring services billed one month in advance and installation and maintenance charges that are deferred and recognized over the actual or expected contract term, which typically ranges from one to five years depending on the service. Contract liabilities are included within deferred revenue on our consolidated balance sheets. During the three months ended March 31, 2024, we recognized $ 300 million of revenue that was included in contract liabilities of $ 698 million as of January 1, 2024. During the three months ended March 31, 2023, we recognized $ 305 million of revenue that was included in contract liabilities of $ 715 million as of January 1, 2023, including contract liabilities that were classified as held for sale. Performance Obligations As of March 31, 2024, we expect to recognize approximately $ 6.9 billion of revenue in the future related to performance obligations associated with existing customer contracts that are partially or wholly unsatisfied. As of March 31, 2024, the transaction price related to unsatisfied performance obligations that are expected to be recognized for the remainder of 2024, 2025 and thereafter was $ 2.3 billion, $ 2.0 billion and $ 2.6 billion, respectively. These amounts exclude (i) the value of unsatisfied performance obligations for contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed (for example, uncommitted usage or non-recurring charges associated with professional or technical services to be completed) and (ii) contracts that are classified as leasing arrangements or government assistance that are not subject to ASC 606. 18 Table of Contents Contract Costs The following table provides changes in our contract acquisition costs and fulfillment costs: Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Acquisition Costs Fulfillment Costs Acquisition Costs Fulfillment Costs (Dollars in millions) (Dollars in millions) Beginning of period balance (1) $ 182 184 202 192 Costs incurred 33 36 36 40 Amortization ( 33 ) ( 31 ) ( 41 ) ( 35 ) Change in contract costs held for sale — — ( 5 ) ( 15 ) End of period balance (2) $ 182 189 192 182 ______________________________________________________________________ (1) Beginning of period balance for the three months ended March 31, 2023 excludes $ 6 million of acquisition costs and no fulfillment costs classified as held for sale related to the EMEA business. (2) End of period balance for the three months ended March 31, 2023 excludes $ 11 million of acquisition costs and $ 15 million of fulfillment costs classified as held for sale related to the EMEA business. Acquisition costs include commission fees paid to employees as a result of obtaining contracts. Fulfillment costs include third party and internal costs associated with the provision, installation and activation of services to customers, including labor and materials consumed for these activities. We amortize deferred acquisition and fulfillment costs based on the transfer of services on a straight-line basis over the average contract life of approximately 50 months for mass markets customers and 35 months for business customers. We include amortized fulfillment costs in cost of services and products and amortized acquisition costs in selling, general and administrative expenses in our consolidated statements of operations. We include the amount of these deferred costs that are anticipated to be amortized in the next twelve months in other current assets on our consolidated balance sheets. We include the amount of deferred costs expected to be amortized beyond the next twelve months in other non-current assets on our consolidated balance sheets. We assess deferred acquisition and fulfillment costs for impairment on a quarterly basis. 19 Table of Contents (4) Credit Losses on Financial Instruments To assess our expected credit losses on financial instruments, we aggregate financial assets with similar risk characteristics to monitor their credit quality or deterioration over the life of such assets. We periodically monitor certain risk characteristics within our aggregated financial assets and revise their composition accordingly, to the extent internal and external risk factors change. We separately evaluate financial assets that do not share risk characteristics with other financial assets. Our financial assets measured at amortized cost primarily consist of accounts receivable. We use a loss rate method to estimate our allowance for credit losses. Our determination of the current expected credit loss rate begins with our review of historical loss experience as a percentage of accounts receivable. We measure our historical loss period based on the average days to recognize accounts receivable as credit losses. When asset specific characteristics and current conditions change from those in the historical period, due to changes in our credit and collections strategy, certain classes of aged balances, or credit loss and recovery policies, we perform a qualitative and quantitative assessment to adjust our historical loss rate. We use regression analysis to develop an expected loss rate using historical experience and economic data over a forecast period. We measure our forecast period based on the average days to collect payment on billed accounts receivable. To determine our current allowance for credit losses, we combine the historical and expected credit loss rates and apply them to our period end accounts receivable. If there is an unexpected deterioration of a customer's financial condition or an unexpected change in economic conditions, including macroeconomic events, we assess the need to adjust the allowance for credit losses. Any such resulting adjustments would affect earnings in the period that adjustments are made. The assessment of the correlation between historical observed default rates, current conditions and forecasted economic conditions requires judgment. Alternative interpretations of these factors could have resulted in different conclusions regarding our allowance for credit losses. The amount of credit loss is sensitive to changes in circumstances and forecasted economic conditions. Our historical credit loss experience, current conditions and forecast of economic conditions may also not be representative of the customers' actual default experience in the future, and we may use methodologies that differ from those used by other companies. The following table presents the activity of our allowance for credit losses by accounts receivable portfolio for the three months ended March 31, 2024: Business Mass Markets Total (Dollars in millions) As of December 31, 2023 $ 36 31 67 Provision for expected losses 8 15 23 Write-offs charged against the allowance ( 10 ) ( 17 ) ( 27 ) Recoveries collected 3 1 4 Ending balance at March 31, 2024 $ 37 30 67 20 Table of Contents (5) Long-Term Debt and Credit Facilities On March 22, 2024 (the "Effective Date"), Lumen Technologies, Inc ("Lumen"), Level 3 Financing, Inc. ("Level 3"), Qwest Corporation ("Qwest") and a group of creditors holding a majority of our consolidated debt (the "Consenting Debtholders" and, collectively with Lumen, Level 3 and Qwest, the "TSA Parties") completed transactions contemplated under the amended and restated transaction support agreement ("TSA") that the TSA Parties entered into on January 22, 2024 (the "TSA Transactions"), including, among others, the following transactions: • Lumen and certain of the Consenting Debtholders entered into two new superpriority credit agreements that established new revolving credit and term loan facilities (the “New Parent Facilities”), in return for the termination, repayment or exchange of substantially all of the commitments and debt due under Lumen’s amended and restated credit agreement dated January 31, 2020 (the “Former Parent Facilities”); • Lumen and certain of the Consenting Debtholders agreed to exchange a substantial portion of Lumen’s senior secured notes (the "Former Parent Secured Notes") for newly-issued Lumen superpriority secured notes and cash; • Level 3 and certain of the Consenting Debtholders entered into a new credit agreement that established new term loan facilities (the “New Level 3 Facilities”) in exchange for substantially all of the term loan debt due under Level 3’s amended and restated credit agreement, dated as of November 29, 2019 (the “Former Level 3 Facility”); • Level 3 and certain of the Consenting Debtholders agreed to exchange a substantial portion of (i) certain Level 3 senior secured notes (the "Former Level 3 Secured Notes") for newly-issued Level 3 first lien notes and (ii) each series of Level 3 senior unsecured notes for newly-issued Level 3 second lien notes; and • Level 3 privately placed $ 1.575 billion in aggregate principal amount of newly-issued first lien notes maturing 2029, $ 1.325 billion of which was cash proceeds, $ 200 million of which was issued in exchange for Lumen 4.00 % senior secured notes and $ 50 million of which was comprised of non-cash lender fees. The following table reflects the consolidated long-term debt of Lumen Technologies, Inc. and its subsidiaries as of the dates indicated below, including unamortized discounts and premiums and unamortized debt issuance costs: 21 Table of Contents Interest Rates (1) Maturities (1) March 31, 2024 December 31, 2023 (Dollars in millions) Secured Senior Debt: (2) Lumen Technologies, Inc. New Parent Facilities: Series A Revolving Credit Facility (3) SOFR + 4.00 % 2028 $ — — Series B Revolving Credit Facility (4) SOFR + 6.00 % 2028 — — Term Loan A (5) SOFR + 6.00 % 2028 372 — Term Loan B-1 (6) SOFR + 2.35 % 2029 1,625 — Term Loan B-2 (6) SOFR + 2.35 % 2030 1,625 — Former Parent Facilities: Term Loan B (7) SOFR + 2.25 % 2027 57 3,891 Other Facilities (8) SOFR + 2.00 % 2025 — 1,399 Superpriority Notes 4.125 % 2029 - 2030 812 — Former Parent Secured Notes 4.000 % 2027 — 1,250 Subsidiaries Level 3 Financing, Inc. New Level 3 Facilities: Term Loan B-1 (9) SOFR + 6.56 % 2029 1,199 — Term Loan B-2 (9) SOFR + 6.56 % 2030 1,199 — Former Level 3 Facility (10) SOFR + 1.75 % 2027 12 2,411 First Lien Notes (11) 10.500 % to 11.000 % 2029 - 2030 3,846 925 Second Lien Notes 3.875 % to 4.875 % 2029 - 2031 2,229 — Former Level 3 Senior Notes 3.400 % to 3.875 % 2027 - 2029 — 1,500 Unsecured Senior Notes and Other Debt: Lumen Technologies, Inc. Senior notes (12) 4.000 % - 7.650 % 2025 - 2042 2,113 2,143 Subsidiaries: Level 3 Financing, Inc. Senior notes (13) 3.400 % - 4.625 % 2027 - 2029 1,865 3,940 Qwest Corporation Senior notes 6.500 % - 7.750 % 2025 - 2057 1,986 1,986 Term loan (14) SOFR + 2.50 % 2027 — 215 Qwest Capital Funding, Inc. Senior notes 6.875 % - 7.750 % 2028 - 2031 192 192 Finance lease and other obligations Various Various 279 285 Unamortized discounts, net ( 492 ) ( 4 ) Unamortized debt issuance costs ( 242 ) ( 145 ) Total long-term debt 18,677 19,988 Less current maturities ( 86 ) ( 157 ) Long-term debt, excluding current maturities $ 18,591 19,831 ______________________________________________________________________ (1) As of March 31, 2024. All references to "SOFR" refer to the Secured Overnight Financing Rate. 22 Table of Contents (2) As discussed further below in this Note, the debt listed under the caption “Senior Secured Debt” is either guaranteed by affiliates of the issuer, secured, or both. As discussed further in footnotes 12 and 13, we reclassified in the table above certain notes that were guaranteed, secured, or both prior to the Effective Date from “secured” to “unsecured” in light of amendments that released such prior guarantees and security interests. (3) Series A Revolving Credit Facility had an interest rate of 8.050 %, as of March 31, 2024. (4) Series B Revolving Credit Facility had an interest rate of 10.050 % as of March 31, 2024. (5) Term Loan A had an interest rate of 11.329 % as of March 31, 2024. (6) Term Loan B-1 and B-2 each had an interest rate of 7.739 % as of March 31, 2024. (7) Term Loan B had an interest rate of 7.695 % and 7.720 % as of March 31, 2024 and December 31, 2023, respectively. (8) Reflects revolving credit facility and term loan A and A-1 debt issued under the Former Parent Facilities, which had interest rates of 7.464 % and 7.470 %, respectively, as of December 31, 2023. (9) The Level 3 Term Loan B-1 and B-2 each had an interest rate of 11.889 % as of March 31, 2024. (10) Reflects Level 3 Tranche B 2027 Term Loan issued under the Former Level 3 Facility, which had an interest rate of 7.195 % and 7.220 % as of March 31, 2024 and December 31, 2023, respectively. (11) Includes Level 3's 10.500 % Senior Secured Notes due 2030 issued in early 2023, the terms of which have been amended to be consistent with Level 3's first lien notes issued on March 22, 2024. (12) The total of these notes at March 31, 2024 includes the remaining aggregate principal amount due under the Former Parent Secured Notes, the terms of which were amended on March 22, 2024 to release the guarantees of such debt and certain security interests relating thereto. (13) The total for these notes at March 31, 2024 includes the remaining aggregate principal amount due under the Former Level 3 Secured Notes, the terms of which were amended on March 22, 2024 to release the guarantees of such debt and certain security interests relating thereto. (14) The Qwest Corporation Term Loan had an interest rate of 7.970 % as of December 31, 2023. Long-Term Debt Maturities Set forth below is the aggregate principal amount of our long-term debt as of March 31, 2024 (excluding unamortized discounts, net, and unamortized debt issuance costs), maturing during the following years. (Dollars in millions) 2024 (remaining nine months) $ 64 2025 542 2026 238 2027 847 2028 1,162 2029 and thereafter 16,558 Total long-term debt $ 19,411 Impact of Debt Transactions Consummation of the above-described TSA Transactions substantially changed the structure and terms of our consolidated long-term debt. The principal changes included: • reducing the aggregate principal amount of our total debt maturities due on or before December 31, 2027 by approximately $ 10.2 billion (excluding finance leases and other obligations); • increasing the average weighted interest rate payable under our consolidated long-term debt from 6.23 % to 7.73 %; • increasing the portion of our consolidated long-term debt that is guaranteed, secured or both; • modifying the covenants applicable to our consolidated long-term debt; 23 Table of Contents • raising $ 1.325 billion of new capital through the issuance of Level 3 first lien notes maturing 2029; • obtaining approximately $ 1.0 billion of new Lumen revolving credit facilities maturing 2028 to replace Lumen's former $ 2.2 billion revolving credit facility. Under these new revolving credit facilities, Lumen had no borrowings as of March 31, 2024 and had approximately $ 241 million of letters of credit issued and undrawn, leaving approximately $ 715 million capacity as of such date; and • repaying certain indebtedness of Lumen and Qwest. Repayments and Issuances The following table sets forth the aggregate principal amount of each of Lumen's consolidated debt arrangements that were partially or fully paid in exchange for cash or newly-issued debt during the first quarter of 2024 in connection with the TSA Transaction: Aggregate Principal Amount (in millions) Debt Repayment Exchange Lumen Technologies, Inc. Term Loan A $ 933 — Term Loan A-1 266 — Term Loan B 575 3,259 5.125 % Senior Notes due 2026 116 147 4.000 % Senior Notes due 2027 153 865 Level 3 Financing, Inc. Term Loan B — 2,398 3.400 % Senior Notes due 2027 — 668 3.875 % Senior Notes due 2029 — 678 4.625 % Senior Notes due 2027 — 606 4.250 % Senior Notes due 2028 — 712 3.625 % Senior Notes due 2029 — 458 3.750 % Senior Notes due 2029 — 453 Qwest Corporation Senior Term B Loan 215 — Total $ 2,258 10,244 The following table sets forth the aggregate principal amount of debt issued by Lumen or Level 3 during the first quarter of 2024 in connection with the TSA Transactions: 24 Table of Contents New Debt Issuances (1) Aggregate Principal Amount as of March 31, 2024 (in millions) Lumen Technologies, Inc. Term Loan A (2) $ 372 Term Loan B-1 (2) Exchange 1,625 Term Loan B-2 (2) Exchange 1,625 4.125 % Superpriority Notes due 2029-2030 Exchange 812 Level 3 Financing, Inc. Term Loan B-1 Exchange 1,199 Term Loan B-2 Exchange 1,199 10.500 % First Lien Notes due 2029 Exchange 668 10.750 % First Lien Notes due 2029 Exchange 678 11.000 % First Lien Notes due 2029 1,375 11.000 % First Lien Notes due 2029 Exchange 200 4.875 % Second Lien Notes due 2029 Exchange 606 4.500 % Second Lien Notes due 2030 Exchange 712 3.875 % Second Lien Notes due 2030 Exchange 458 4.000 % Second Lien Notes due 2031 Exchange 453 Total $ 11,982 ______________________________________________________________________ (1) Except for the Term Loan A and as otherwise noted herein with respect to Level 3's 11.000 % first Lien Notes due 2029, all of the new debt listed in this table was issued in exchange for previously-issued debt of Lumen or Level 3. (2) Reflected approximately $ 13 million of term loan installment payments made between March 22, 2024 and March 31, 2024. In evaluating the terms of the TSA transaction, we determined for certain of our creditors that the new debt instruments were substantially different than pre-existing debt and therefore constituted an extinguishment of old debt and establishment of new debt for which we recorded a gain on extinguishment in the first quarter of 2024. This new debt was recorded at fair value generating a reduction to debt of $ 492 million which was included in our aggregate net gain on extinguishment of $ 275 million, recognized in other income (expense), net in our consolidated statement of operations for the three months ended March 31, 2024. The remaining creditors’ debt was not substantially different under the terms of the TSA transaction and was treated under modification accounting rules. In conjunction with the TSA transaction, we paid $ 209 million in lender fees and $ 174 million in additional third-party costs. Of these amounts, $ 157 million lender fees were an offset to the gain on extinguishment and $ 112 million in third-party costs were recorded to selling, general and administrative expense in our consolidated statement of operations for the three months ended March 31, 2024. In accordance with US GAAP provisions for modification and extinguishment accounting, $ 52 million in lender fees and $ 62 million in third-party costs, respectively, were capitalized and will be amortized over the new terms of the arrangements. For information on various issuances, exchanges or payments of long-term indebtedness by Lumen or its subsidiaries during 2023, see Note 7—Long-Term Debt and Credit Facilities in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023. Debt of Lumen Technologies, Inc. and its Subsidiaries At March 31, 2024, most of our outstanding consolidated debt had been incurred by Lumen or one of the following three other subsidiaries each of which has borrowed funds either on a standalone basis or as part of a separate restricted group with certain of its subsidiaries: • Level 3 Financing, Inc. ("Level 3"), including its parent guarantor Level 3 Parent, LLC ("Level 3 Parent") and certain subsidiary guarantors; • Qwest Corporation; and 25 Table of Contents • Qwest Capital Funding, Inc., including its parent guarantor, Qwest Communications International Inc. Each of these borrowers or borrowing groups has entered into one or more credit agreements with certain financial institutions or other institutional lenders, or issued senior notes. Certain of these debt instruments are described further below or in Note 7 to the financial statements included in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023. Lumen Credit Agreements Superpriority Revolving/Term A Credit Agreement On the Effective Date, Lumen, as borrower, the lenders party thereto and Bank of America, as administrative agent and collateral agent, entered into the Superpriority Revolving/Term A Credit Agreement (the “RCF/TLA Credit Agreement”) providing for: • a superpriority “first out” series A revolving credit facility with commitments of approximately $ 489 million (the “SP RCF-A”); • a superpriority “second out” series B revolving credit facility with commitments of approximately $ 467 million (the “SP RCF-B”, and together with the SP RCF-A, the “SP RCF”); and • a superpriority secured term loan facility in the amount of approximately $ 377 million (the “SP TLA”). Interest on borrowings under the RCF/TLA Credit Agreement is payable at the end of each interest period at a rate equal to, at Lumen’s option • for the SP RCF-A, term SOFR (subject to a 2.00 % floor) plus 4.00 % for term SOFR loans or a base rate plus 3.00 % for base rate loans; • for the SP RCF-B, term SOFR (subject to a 2.00 % floor) plus 6.00 % for term SOFR loans or a base rate plus 5.00 % for base rate loans; and • for the SP TLA, term SOFR (subject to a 2.00 % floor) plus a 6.00 % for term SOFR loans or a base rate plus 5.00 % for base rate loans. Lumen may prepay amounts outstanding under the SP RCF-B or SP TLA at anytime without premium or penalty. If no amounts are outstanding under the SP RCF-B, Lumen may prepay amounts outstanding under the SP RCF-A without premium or penalty. The SP RCF-A and SP RCF-B mature on June 1, 2028 (in each case subject to a springing maturity in certain circumstances). The SP TLA matures on June 1, 2028 and requires Lumen to make quarterly amortization payments of 1.25 % of the initial principal amount and certain specified mandatory prepayments upon the occurrence of certain transactions. The RCF/TLA Credit Agreement contains certain customary events of default (subject, in certain cases, to customary grace and cure periods). If an event of default occurs, the lenders may, among other actions, accelerate the outstanding loans. In connection with entry into the RCF/TLA Credit Agreement, the (i) revolving commitments outstanding under the Former Parent Facilities were permanently reduced to zero and terminated, (ii) all term A/A-1 loans outstanding under the Former Parent Facilities were prepaid in full and (iii) the outstanding balance of the term B loans under the Former Parent Facilities was reduced to approximately $ 57 million. 26 Table of Contents Superpriority Term B Credit Agreement On the Effective Date, Lumen, as borrower, the lenders party thereto, Wilmington Trust, National Association (“WTNA”), as administrative agent, and Bank of America, as collateral agent, entered into a Superpriority Term B Credit Agreement (the “TLB Credit Agreement” and, together with the RCF/TLA Credit Agreement, the “SP Credit Agreements”), providing for : • a superpriority secured term loan facility in a principal amount of approximately $ 1.6 billion maturing April 15, 2029 (the “SP TLB-1”); and • a superpriority secured term loan facility in a principal amount of approximately $ 1.6 billion maturing April 15, 2030 (the “SP TLB-2”, and together with the SP TLB-1, the “SP TLB”). Interest on borrowings under the TLB Credit Agreement is payable at the end of each interest period at a rate equal to, at Lumen’s option, adjusted term SOFR (subject to a 0 % floor) plus 2.35 % for term SOFR loans or a base rate plus 1.35 % for base rate loans. The SP TLB requires Lumen to make quarterly amortization payments of 0.25 % of the initial principal amount and certain specified mandatory prepayments upon the occurrence of certain transactions. Amounts outstanding under the SP TLB may be prepaid at any time without premium or penalty. The TLB Credit Agreement contains certain customary events of default (subject in certain cases to customary grace and cure periods). If an event of default occurs, the lenders may, among other actions, accelerate the outstanding loans. Level 3 Credit Agreement On the Effective Date, Level 3, as borrower, Level 3 Parent, the lenders party thereto and WTNA, as administrative agent and collateral agent, entered into a credit agreement (the “New Level 3 Credit Agreement”), providing for: • a secured term B-1 loan facility in the principal amount of approximately $ 1.2 billion maturing April 15, 2029 (the “TLB-1”); and • a secured term B-2 loan facility in the principal amount of approximately $ 1.2 billion maturing April 15, 2030 (the “TLB-2” and, together with the TLB-1, the “New Level 3 Facilities”). Interest on borrowings under the New Level 3 Credit Agreement is payable at the end of each interest period at a rate equal to, at Level 3’s option, term SOFR (subject to a 2.00 % floor) plus 6.56 % for term SOFR loans or a base rate plus 5.56 % for base rate loans. Amounts outstanding under the New Level 3 Credit Agreement may be prepaid at any time, subject to a premium of (i) 2.00 % of the aggregate principal amount if prepaid on or prior to the 12-month anniversary of the Effective Date and (ii) 1.00 % of the aggregate principal amount if prepaid after the 12-month anniversary of the Effective Date and on or prior to the 24-month anniversary of the Effective Date. The New Level 3 Facilities require Level 3 to make certain specified mandatory prepayments upon the occurrence of certain transactions. The New Level 3 Credit Agreement contains certain customary events of default (subject, in certain cases, to customary grace and cure periods). If an event of default occurs, the lenders may, among other actions, accelerate the outstanding loans. In connection with entry into the New Level 3 Credit Agreement, the outstanding balance of the term B loans under the Former Level 3 Facility was reduced to approximately $ 12 million. 27 Table of Contents Senior Notes The Company’s consolidated indebtedness at March 31, 2024 included: • superpriority senior secured notes issued by Lumen; • first and second lien secured notes issued by Level 3; and • senior unsecured notes issued by Lumen, Level 3, Qwest Corporation, and Qwest Capital Funding, Inc. All of these notes carry fixed interest rates and all principal is due on the notes’ respective maturity dates, which rates and maturity dates are summarized in the table above. Except for a limited number of senior notes issued by Qwest Corporation, the issuer generally can redeem the notes, at its option, in whole or in part, (i) pursuant to a fixed schedule of pre-established redemption prices, (ii) pursuant to a “make whole” redemption price or (iii) under certain other specified limited conditions. Certain Guarantees and Security Interests Lumen’s obligations under the RCF/TLA Credit Agreement are unsecured, but certain of Lumen’s subsidiaries have provided or, in certain cases after receiving necessary regulatory approvals, will provide an unconditional guarantee of payment of Lumen’s obligations (such entities, the “Lumen Guarantors”) and certain of such guarantees will be secured by a lien on substantially all of the assets of the applicable Lumen Guarantors. Level 3 Parent, Level 3 and certain of Level 3’s subsidiaries have provided or, in certain cases after receiving necessary regulatory approvals, will provide an unconditional guarantee of payment of Lumen’s obligations under the SP RCF- A of up to $ 150 million and under the SP RCF-B of up to $ 150 million, in each case secured by a lien on substantially all of their assets (such entities, the “Level 3 Collateral Guarantors”). The guarantee by the Level 3 Collateral Guarantors may be reduced or terminated under certain circumstances. Qwest and certain of its subsidiaries have provided an unsecured guarantee of collection of Lumen’s obligations under the SP RCF and SP TLA (the “Qwest Guarantors”). Lumen’s obligations under the TLB Credit Agreement are unsecured. The SP TLB is guaranteed by the Lumen Guarantors and the Qwest Guarantors on the same basis as those entities guarantee Lumen’s obligations under the RCF/TLA Credit Agreement. Level 3’s obligations under the New Level 3 Credit Agreement are secured by a first lien on substantially all of its assets (subject, in certain cases, to receipt of necessary regulatory approvals). In addition, the other Level 3 Collateral Guarantors have or, in certain cases after receiving necessary regulatory approvals, will provide an unconditional guarantee of payment of Level 3’s obligations under the New Level 3 Credit Agreement secured by a lien on substantially all of their assets. Lumen’s superpriority secured senior notes are guaranteed by the Lumen Guarantors and the Qwest Guarantors on the same basis as those entities guarantee Lumen’s obligations under the RCF/TLA Credit Agreement. Level 3’s obligations under its first lien notes are secured by a first lien on substantially all of its assets (subject, in certain cases, to receipt of necessary regulatory approvals), and are guaranteed by the other Level 3 Collateral Guarantors (or, for certain such guarantors, will be guaranteed upon the receipt of required regulatory approvals) on the same basis as the guarantees provided by such entities under the New Level 3 Facilities. Level 3’s obligations under its second lien notes are secured by a second lien on substantially all of its assets (subject, in certain cases, to receipt of necessary regulatory approvals), and are guaranteed by the other Level 3 Collateral Guarantors (or, for certain such guarantors, will be guaranteed upon the receipt of required regulatory approvals) on the same basis as the guarantees provided by such entities under the New Level 3 Facilities, except the lien securing such guarantees is a second lien. The senior notes issued by Qwest Capital Funding, Inc. are guaranteed by its parent, Qwest Communications International Inc. 28 Table of Contents Covenants Lumen Under the RCF/TLA Credit Agreement and commencing with the fiscal quarter ended June 30, 2024, Lumen may not permit: (i) its maximum total net leverage ratio to exceed 5.75 to 1.00 as of the last day of each fiscal quarter, stepping down to 5.50 to 1.00 with respect to each fiscal quarter ending after December 31, 2024 and stepping down to 5.25 to 1.00 with respect to each fiscal quarter ending after December 31, 2025; or (ii) its interest coverage ratio as of the last day of any test period to be less than 2.00 to 1.00. Lumen’s SP Credit Agreements and superpriority senior secured notes contain various representations and warranties and extensive affirmative and negative covenants. Such covenants include, among other things and subject to certain significant exceptions, restrictions on our ability to declare or pay dividends, repurchase stock, repay certain other indebtedness, create liens, incur additional indebtedness, make investments, engage in transactions with our affiliates, dispose of assets and merge or consolidate with any other person. Lumen’s senior unsecured notes were issued under four separate indentures. These indentures restrict Lumen’s ability to (i) incur, issue or create liens upon its property and (ii) consolidate with or merge into, or transfer or lease all or substantially all of its assets to any other party. Under certain circumstances in connection with a “change of control” of Lumen, it will be required to make an offer to repurchase each series of these senior notes (other than two of its older series of notes) at a price of 101 % of the principal amount redeemed, plus accrued and unpaid interest. Level 3 The New Level 3 Credit Agreement and Level 3’s first and second lien secured notes contain various representations and extensive affirmative and negative covenants. Such covenants include, among other things and subject to certain significant exceptions, restrictions on their ability to declare or pay dividends, repay certain other indebtedness, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. Also, under certain circumstances in connection with a “change of control” of Level 3 Parent or Level 3, Level 3 will be required to make an offer to repurchase each series of its outstanding senior notes at a price of 101 % of the principal amount redeemed, plus accrued and unpaid interest. Qwest Companies The senior notes of Qwest Corporation were issued under indentures dated April 15, 1990 and October 15, 1999. These indentures contain restrictions on the incurrence of liens and the consummation of certain transactions substantially similar to the above-described covenants in the indentures governing Lumen’s senior unsecured notes (but contain no mandatory repurchase provisions). The senior notes of Qwest Capital Funding, Inc. were issued under an indenture dated June 29, 1998 containing terms substantially similar to those set forth in Qwest Corporation's indentures. 29 Table of Contents Compliance As of March 31, 2024, Lumen Technologies, Inc. believes it and its subsidiaries were in compliance with the provisions and financial covenants in their respective material debt agreements in all material respects. Guarantees Lumen does not guarantee the debt of any unaffiliated parties, but, as noted above, as of March 31, 2024, certain of its key subsidiaries guaranteed (i) its debt outstanding under its SP Credit Agreements, its superpriority senior secured notes and its $ 225 million letter of credit facility and (ii) the outstanding term loans or senior secured notes issued by certain other subsidiaries. As further noted above, several of the subsidiaries guaranteeing these obligations have pledged substantially all of their assets to secure certain of their respective guarantees. (6) Severance Periodically, we reduce our workforce and accrue liabilities for the related severance costs. These workforce reductions result primarily from the progression or completion of our post-acquisition integration plans, increased competitive pressures, cost reduction initiatives, process improvements through automation and reduced workloads due to reduced demand for certain services. Changes in our accrued liabilities for severance expenses were as follows: Severance (Dollars in millions) Balance at December 31, 2023 $ 18 Accrued to expense 2 Payments, net ( 18 ) Balance at March 31, 2024 $ 2 During April 2024 we announced plans to reduce our workforce by less than 7 % as a part of our efforts to change our workforce composition to reflect our ongoing transformation and cost reduction opportunities that align with our shapeshifting and focus on our strategic priorities. As a result of this plan, we expect to incur severance and related costs in the range of approximately $ 90 million to $ 100 million. This plan is expected to be substantially completed by the end of the second quarter of 2024. We do not expect to incur any material impairment or exit costs related to this plan. These workforce reductions are considered a subsequent event for the purposes of the March 31, 2024 financial statements, and therefore, we have no t accrued any severance or related costs as of March 31, 2024. (7) Employee Benefits For detailed descriptions of the various defined benefit pension plans (qualified and non-qualified), post-retirement benefits plans and defined contribution plan we sponsor, see Note 11—Employee Benefits to the consolidated financial statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023. 30 Table of Contents Net periodic benefit expense for the Lumen Combined Pension Plan (the "Combined Pension Plan" or the "Plan") includes the following components: Combined Pension Plan Three Months Ended March 31, 2024 2023 (Dollars in millions) Service cost $ 6 6 Interest cost 63 68 Expected return on plan assets ( 67 ) ( 71 ) Recognition of prior service credit ( 2 ) ( 2 ) Recognition of actuarial loss 28 25 Net periodic pension expense $ 28 26 Net periodic benefit expense for our post-retirement benefit plans includes the following components: Post-Retirement Benefit Plans Three Months Ended March 31, 2024 2023 (Dollars in millions) Service cost $ 1 1 Interest cost 23 26 Recognition of prior service credit ( 2 ) ( 2 ) Recognition of actuarial gain ( 4 ) ( 5 ) Net periodic post-retirement benefit expense $ 18 20 Service costs for our pension plans and post-retirement benefit plans are included in the cost of services and products and selling, general and administrative line items on our consolidated statements of operations and all other costs listed above are included in other income (expense), net on our consolidated statements of operations for the three months ended March 31, 2024 and 2023. Our Combined Pension Plan contains provisions that allow us, from time to time, to offer lump sum payment options to certain former employees in settlement of their future retirement benefits. We record an accounting settlement charge, consisting of the recognition of certain deferred costs of the pension plan associated with these lump sum payments, only if in the aggregate they exceed or are probable to exceed the sum of the annual service and interest costs for the plan’s net periodic pension benefit cost, which represents the settlement accounting threshold. The amount of any future non-cash settlement charges will be dependent on several factors, including the total amount of our future lump sum benefit payments. Benefits paid by the Combined Pension Plan are paid through a trust that holds the Plan's assets. The amount of required contributions to the Combined Pension Plan in 2024 and beyond will depend on a variety of factors, most of which are beyond our control, including earnings on plan investments, prevailing interest rates, demographic experience, changes in plan benefits and changes in funding laws and regulations. Based on current laws and circumstances, we do not believe we are required to make any additional contributions and we do not expect to make voluntary contributions to the trust for the Combined Pension Plan in 2024. 31 Table of Contents (8) Earnings Per Common Share Basic and diluted earnings per common share for the three months ended March 31, 2024 and 2023 were calculated as follows: Three Months Ended March 31, 2024 2023 (Dollars in millions, except per share amounts, shares in thousands) Income (numerator) Net income $ 57 511 Net income applicable to common stock for computing basic earnings per common share 57 511 Net income as adjusted for purposes of computing diluted earnings per common share $ 57 511 Shares (denominator): Weighted-average number of shares: Outstanding during period 1,011,350 1,003,666 Non-vested restricted stock ( 26,495 ) ( 22,111 ) Weighted average shares outstanding for computing basic earnings per common share 984,855 981,555 Incremental common shares attributable to dilutive securities: Shares issuable under convertible securities 10 10 Shares issuable under incentive compensation plans 1,397 718 Number of shares as adjusted for purposes of computing diluted earnings per common share 986,262 982,283 Basic earnings per common share $ 0.06 0.52 Diluted earnings per common share $ 0.06 0.52 Our calculation of diluted earnings per common share excludes unvested restricted stock awards that are antidilutive as a result of unrecognized compensation cost. Such shares were 20.2 million and 21.2 million for the three months ended March 31, 2024 and 2023, respectively. (9) Fair Value of Financial Instruments Our financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, long-term debt (excluding finance lease and other obligations), interest rate swap contracts, certain equity investments and certain indemnification obligations. Due primarily to their short-term nature, the carrying amounts of our cash, cash equivalents, restricted cash, accounts receivable and accounts payable approximate their fair values. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs using the below-described fair value hierarchy. We determined the fair values of our long-term debt, including the current portion, based on quoted market prices where available or, if not available, based on inputs other than quoted market prices in active markets that are either directly or indirectly observable such as discounted future cash flows using current market interest rates. 32 Table of Contents The three input levels in the hierarchy of fair value measurements are defined by the FASB generally as follows: Input Level Description of Input Level 1 Observable inputs such as quoted market prices in active markets. Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 Unobservable inputs in which little or no market data exists. The following table presents the carrying amounts and estimated fair values of our financial assets and liabilities as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Input Level Carrying Amount Fair Value Carrying Amount Fair Value (Dollars in millions) Long-term debt, excluding finance lease and other obligations 2 $ 18,398 13,950 19,703 13,304 Indemnifications related to the sale of the Latin American business (1) 3 86 86 86 86 ______________________________________________________________________ (1) Nonrecurring fair value is measured as of August 1, 2022. Investment Held at Net Asset Value We hold an investment in a limited partnership created as a holding company for various investments. The limited partnership has sole discretion as to the amount and timing of distributions of the underlying assets. As of March 31, 2024, the underlying investments held by the limited partnership were traded in active markets and, as such, we account for our investment in the limited partnership using net asset value ("NAV"). Subject to restrictions imposed by law and other provisions of the limited partnership agreement, the general partner has the sole discretion as to the amounts and timing of distributions of partnership assets to partners. The following table summarizes the net asset value of our investment in this limited partnership. As of March 31, 2024 As of December 31, 2023 Net Asset Value (Dollars in millions) Investment in limited partnership (1) $ 30 10 ______________________________________________________________________ (1) For the three months ended March 31, 2024, we recognized $ 20 million of gain on investment, reflected in other income (expense), net in our consolidated statements of operations. For the three months ended March 31, 2023, we recognized $ 61 million of loss on investment, reflected in other income (expense), net in our consolidated statements of operations. 33 Table of Contents (10) Segment Information We report our results within two segments: Business and Mass Markets. Under our Business segment we provide products and services to meet the needs of our enterprise and wholesale customers under five distinct sales channels: Large Enterprise, Mid-Market Enterprise, Public Sector, Wholesale and International and Other. For Business segment revenue, we report the following product categories: Grow, Nurture, Harvest and Other, in each case through the sales channels outlined above. The Business segment included the results of our EMEA business prior to its sale on November 1, 2023. Under our Mass Markets Segment, we provide products and services to residential and small business customers. We report the following product categories: Fiber Broadband, Other Broadband and Voice and Other. See detailed descriptions of these product and service categories in Note 3—Revenue Recognition. As described in more detail below, our segments are managed based on the direct costs of providing services to their customers and directly associated selling, general and administrative costs (primarily salaries and commissions). Shared costs are managed separately and included in "other unallocated expense" in the table included below "— Revenue and Expenses". As referenced above, we reclassified certain prior period amounts to conform to the current period presentation. See Note 1— Background for additional detail on these changes. The following tables summarize our segment results for the three months ended March 31, 2024 and 2023, based on the segment categorization we were operating under at March 31, 2024. Three Months Ended March 31, 2024 Business Mass Markets (Dollars in millions) Segment revenue $ 2,591 699 Segment expenses: Cost of services and products 739 17 Selling, general and administrative 497 306 Total segment expense 1,236 323 Total segment adjusted EBITDA $ 1,355 376 Three Months Ended March 31, 2023 Business Mass Markets (Dollars in millions) Segment revenue $ 2,968 770 Segment expenses: Cost of services and products 830 21 Selling, general and administrative 543 335 Total segment expense 1,373 356 Total segment adjusted EBITDA $ 1,595 414 Revenue and Expenses Our segment revenue includes all revenue from our two segments as described in more detail above. Our segment revenue is based upon each customer's classification. We report our segment revenue based upon all services provided to that segment's customers. Our segment expenses include specific cost of service expenses incurred as a direct result of providing services and products to segment customers, along with selling, general and administrative expenses that are directly associated with specific segment customers or activities. We have not allocated assets or debt to specific segments. 34 Table of Contents The following items are excluded from our segment results, because they are centrally managed and not monitored by or reported to our chief operating decision maker by segment: • network expenses not incurred as a direct result of providing services and products to segment customers and centrally managed expenses such as Finance, Human Resources, Legal, Marketing, Product Management and IT, all of which are reported as "other unallocated expense" in the table below; • depreciation and amortization expense; • goodwill or other impairments; • interest expense; • stock-based compensation; and • other income and expense items. The following table reconciles total adjusted EBITDA to net income for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (Dollars in millions) Total segment adjusted EBITDA $ 1,731 2,009 Depreciation and amortization ( 748 ) ( 733 ) Other unallocated expense ( 924 ) ( 872 ) Stock-based compensation ( 14 ) ( 14 ) Operating income 45 390 Total other income, net 57 290 Income before income taxes 102 680 Income tax expense 45 169 Net Income $ 57 $ 511 35 Table of Contents (11) Commitments, Contingencies and Other Items We are subject to various claims, legal proceedings and other contingent liabilities, including the matters described below, which individually or in the aggregate could materially affect our financial condition, future results of operations or cash flows. As a matter of course, we are prepared to both litigate these matters to judgment as needed, as well as to evaluate and consider reasonable settlement opportunities. We review our litigation accrual liabilities on a quarterly basis, but in accordance with applicable accounting guidelines only establish accrual liabilities when losses are deemed probable and reasonably estimable and only revise previously established accrual liabilities when warranted by changes in circumstances, in each case based on then-available information. As such, as of any given date we could have exposure to losses under proceedings as to which no liability has been accrued or as to which the accrued liability is inadequate. Subject to these limitations, at March 31, 2024, we had accrued $ 81 million in the aggregate for our litigation and non-income tax contingencies, which is included in other current liabilities or other liabilities in our consolidated balance sheet as of such date. We cannot at this time estimate the reasonably possible loss or range of loss in excess of this $ 81 million accrual due to the inherent uncertainties and speculative nature of contested proceedings. The establishment of an accrual does not mean that actual funds have been set aside to satisfy a given contingency. Thus, the resolution of a particular contingency for the amount accrued could have no effect on our results of operations but nonetheless could have an adverse effect on our cash flows. In this Note, when we refer to a class action as "putative" it is because a class has been alleged, but not certified, in that matter. Principal Proceedings Shareholder Class Action Suits Houser. Lumen and certain Lumen Board of Directors members and officers were named as defendants in a putative shareholder class action lawsuit filed on June 12, 2018 in the Boulder County District Court of the state of Colorado, captioned Houser et al. v. CenturyLink, et al. The complaint asserted claims on behalf of a putative class of former Level 3 shareholders who became CenturyLink, Inc. shareholders as a result of our acquisition of Level 3. It alleged that the proxy statement provided to the Level 3 shareholders failed to disclose various material information of several kinds, including information about strategic revenue, customer loss rates, and customer account issues, among other items. The complaint seeks damages, costs and fees, rescission, rescissory damages, and other equitable relief. In May 2020, the court dismissed the complaint. Plaintiffs appealed that decision, and in March 2022, the appellate court affirmed the district court's order in part and reversed it in part. It then remanded the case to the district court for further proceedings. Plaintiff filed an amended complaint, and we filed a motion to dismiss. The court granted our motion to dismiss and the plaintiffs have appealed that dismissal. In re Lumen Technologies, Inc. Securities Litigation. On March 3, 2023, a purported shareholder of Lumen filed a putative class action complaint originally captioned Voigt et al. v. Lumen Technologies, et al., now In re Lumen Technologies, Inc. Securities Litigation, Case 3:23-cv-00286-TAD-KDM, in the U.S. District Court for the Western District of Louisiana. The complaint alleged that Lumen and certain of its current or former officers violated the federal securities laws by omitting or misstating material information related to Lumen’s expansion of its Quantum Fiber business. The court appointed a lead plaintiff who filed an amended complaint, seeking money damages, attorneys’ fees and costs, and other relief. In re Lumen Technologies, Inc. Securities Litigation II. On September 15, 2023, a purported shareholder of Lumen filed a putative class action complaint captioned Glauber, et al. v. Lumen Technologies, now In re Lumen Technologies, Inc. Securities Litigation II, Case 3:23-cv-01290, in the U.S. District Court for the Western District of Louisiana. The complaint alleged that Lumen and certain of its current or former officers violated the federal securities laws by omitting or misstating material information related to Lumen’s responsibility for environmental degradation allegedly caused by the lead sheathing of certain telecommunications cables. The court appointed lead plaintiffs who filed an amended complaint, seeking money damages, attorneys’ fees and costs, and other relief. 36 Table of Contents State Tax Suits Since 2012, a number of Missouri municipalities have asserted claims in the Circuit Court of St. Louis County, Missouri, alleging that we and several of our subsidiaries have underpaid taxes. These municipalities are seeking, among other things, declaratory relief regarding the application of business license and gross receipts taxes and back taxes from 2007 to the present, plus penalties and interest. In a February 2017 ruling in connection with one of these pending cases, the court entered an order awarding the plaintiffs $ 4 million and broadening the tax base on a going-forward basis. We appealed that decision to the Missouri Supreme Court. In December 2019, it affirmed the circuit court's order in some respects and reversed it in others, remanding the case to the circuit court for further proceedings. The Missouri Supreme Court's decision reduced our exposure in the case. In a June 2021 ruling in one of the pending cases, another trial court awarded the cities of Columbia and Joplin approximately $ 55 million, plus statutory interest. On appeal, the Missouri Court of Appeals affirmed in part and reversed in part, vacated the judgment and remanded the case to the trial court with instructions for further proceedings consistent with the Missouri Supreme Court's decision. We continue to vigorously defend against these claims. Billing Practices Suits In June 2017, a former employee filed an employment lawsuit against us claiming that she was wrongfully terminated for alleging that we charged some of our retail customers for products and services they did not authorize. Thereafter, based in part on the allegations made by the former employee, several legal proceedings were filed, including consumer class actions in federal and state courts, a series of securities investor class actions in federal courts and several shareholder derivative actions in federal and Louisiana state courts. The derivative cases were brought on behalf of CenturyLink, Inc. against certain current and former officers and directors of the Company and seek damages for alleged breaches of fiduciary duties. The consumer class actions, the securities investor class actions, and the federal derivative actions were transferred to the U.S. District Court for the District of Minnesota for coordinated and consolidated pretrial proceedings as In Re: CenturyLink Sales Practices and Securities Litigation. We have settled the consumer and securities investor class actions and the derivative actions. We have engaged in discussions regarding related claims with a number of state attorneys general, and have entered into agreements settling certain of the consumer practices claims asserted by state attorneys general. While we do not agree with allegations raised in these matters, we have been willing to consider reasonable settlements where appropriate. December 2018 Outage Proceedings We experienced an outage on one of our transport networks that impacted voice, IP, 911, and transport services for some of our customers between the 27th and 29th of December 2018. We believe that the outage was caused by a faulty network management card from a third-party equipment vendor. The FCC and four states (including Washington) initiated formal investigations. In November 2020, following the FCC's release of a public report on the outage, we negotiated a settlement which was released by the FCC in December 2020. The amount of the settlement was not material to our financial statements. In December 2020, the Staff of the Washington Utilities and Transportation Commission ("WUTC") filed a complaint against us based on the December 2018 outage, seeking penalties of approximately $ 7 million for alleged violations of Washington regulations and laws. The Washington Attorney General's office sought penalties of $ 27 million. Following trial before the WUTC, it issued an order in June 2023 penalizing us for approximately $ 1 million. We and the Washington Attorney General's office have both filed for reconsideration. Those motions are pending. 37 Table of Contents Latin American Tax Litigation and Claims In connection with the 2022 divestiture of our Latin American business, the purchaser assumed responsibility for the Brazilian tax claims described in our prior periodic reports filed with the SEC. We agreed to indemnify the purchaser for amounts paid in respect of the Brazilian tax claims. The value of this indemnification and others associated with the Latin American business divestiture are included in the indemnification amount as disclosed in Note 9—Fair Value of Financial Instruments. Huawei Network Deployment Investigations Lumen has received requests from the following federal agencies for information relating to the use of equipment manufactured by Huawei Technologies Company ("Huawei") in Lumen’s networks. • DOJ. Lumen has received a civil investigative demand from the U.S. Department of Justice in the course of a False Claims Act investigation alleging that Lumen Technologies, Inc. and Lumen Technologies Government Solutions, Inc. failed to comply with certain specified requirements in federal contracts concerning their use of Huawei equipment.  • FCC. The FCC’s Enforcement Bureau issued a Letter of Inquiry to Lumen Technologies, Inc. regarding its written certifications to the FCC that Lumen has complied with FCC rules governing the use of resources derived from the High Cost Program, Lifeline Program, Rural Health Care Program, E-Rate Program, Emergency Broadband Benefit Program, and the Affordable Connectivity Program. Under these programs, federal funds may not be used to facilitate the deployment or maintenance of equipment or services provided by Huawei, a company that the FCC has determined poses a national security threat to the integrity of U.S. communications networks or the communications supply chain. • Team Telecom. The Committee for the Assessment of Foreign Participation in the United States Telecommunications Service Sector (comprised of the U.S. Attorney General, and the Secretaries of the Department of Homeland Security, and the Department of Defense), commonly referred to as Team Telecom, issued questions and requests for information relating to Lumen’s FCC licenses and its use of Huawei equipment. We are cooperating with the investigations. Marshall Fire Litigation On December 30, 2021, a wildfire referred to as the Marshall Fire ignited near Boulder, Colorado. The Marshall Fire killed two people, and it burned thousands of acres, including entire neighborhoods. Approximately 300 lawsuits naming various defendants and asserting various claims for relief have been filed. To date, three of those name our affiliate Qwest Corporation as being at fault: Allstate Fire and Casualty Insurance Company, et al., v. Qwest Corp., et al., Case No. 2023-cv-3048, and Wallace, et al. v. Qwest Corp., et al., Case No. 2023-cv-30488, both of which have been consolidated with Kupfner, et al., v. Public Service Company of Colorado, et al., Case No. 2022-cv-30195. The consolidated proceeding is pending in Colorado District Court, Boulder, Colorado, Preliminary estimates of potential damage claims exceed $ 2 billion. Qwest is vigorously defending the claims. 911 Surcharge In June 2021, the Company was served with a complaint filed in the Santa Fe County District Court by Phone Recovery Services, LLC (“PRS”), acting on behalf of the State of New Mexico. The complaint claims Qwest Corporation and CenturyTel of the Southwest have violated the New Mexico Fraud Against Taxpayers Act since 2004 by failing to bill, collect and remit certain 911 surcharges from customers. Through pre-trial proceedings, the Court has narrowed the issues to be resolved by jury, ruling that Lumen bears the burden of proving that its actions were reasonable or known and approved by the State. Qwest is defending the New Mexico claims vigorously, as it has done successfully with other 911 claims involving PRS in other states. 38 Table of Contents Other Proceedings, Disputes and Contingencies From time to time, we are involved in other proceedings incidental to our business, including patent infringement allegations, regulatory hearings relating primarily to our rates or services, actions relating to employee claims, tax issues, or environmental law issues, grievance hearings before labor regulatory agencies, miscellaneous third-party tort actions, or commercial disputes. We are currently defending several patent infringement lawsuits asserted against us by non-practicing entities, many of which are seeking substantial recoveries. These cases have progressed to various stages and one or more may go to trial within the next twelve months if they are not otherwise resolved. Where applicable, we are seeking full or partial indemnification from our vendors and suppliers. As with all litigation, we are vigorously defending these actions and, as a matter of course, are prepared to litigate these matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. We are subject to various foreign, federal, state and local environmental protection and health and safety laws. From time to time, we are subject to judicial and administrative proceedings brought by various governmental authorities under these laws. Several such proceedings are currently pending, but none is reasonably expected to exceed $ 300,000 in fines and penalties. In addition, in the past we acquired companies that had installed lead-sheathed cables several decades earlier, or had operated certain manufacturing companies in the first part of the 1900s. Under applicable environmental laws, we could be named as a potentially responsible party for a share of the remediation of environmental conditions arising from the historical operations of our predecessors. The outcome of these other proceedings described under this heading is not predictable. However, based on current circumstances, we do not believe that the ultimate resolution of these other proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material adverse effect on us. The matters listed in this Note do not reflect all of our contingencies. For additional information on our contingencies, see Note 18—Commitments, Contingencies and Other Items to the consolidated financial statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023. The ultimate outcome of the above-described matters may differ materially from the outcomes anticipated, estimated, projected or implied by us in certain of our statements appearing above in this Note, and proceedings currently viewed as immaterial by us may ultimately materially impact us. (12) Other Financial Information Other Current Assets The following table presents details of other current assets reflected on our consolidated balance sheets: March 31, 2024 December 31, 2023 (Dollars in millions) Prepaid expenses $ 481 395 Income tax receivable 11 273 Materials, supplies and inventory 193 209 Contract assets 18 19 Contract acquisition costs 106 107 Contract fulfillment costs 102 102 Assets held for sale 104 104 Other 18 14 Total other current assets $ 1,033 1,223 39 Table of Contents (13) Repurchases of Lumen Common Stock During the fourth quarter of 2022, our Board of Directors authorized a two-year program to repurchase up to an aggregate of $ 1.5 billion of our outstanding common stock. During the three months ended March 31, 2024, we did not repurchase any shares of our outstanding common stock under this program. As of March 31, 2024, we are authorized to purchase up to an aggregate of $ 1.3 billion of our outstanding common stock under this program. Any repurchases made in 2024 or thereafter will be subject to a non-deductible 1% excise tax on the fair market value of the stock under the Inflation Reduction Act of 2022. 40 Table of Contents (14) Accumulated Other Comprehensive Loss Information Relating to 2024 The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated balance sheet by component for the three months ended March 31, 2024: Pension Plans Post-Retirement Benefit Plans Foreign Currency Translation Adjustment and Other Total (Dollars in millions) Balance at December 31, 2023 $ ( 1,045 ) 276 ( 41 ) ( 810 ) Other comprehensive income (loss) before reclassifications — — ( 4 ) ( 4 ) Amounts reclassified from accumulated other comprehensive loss 20 ( 5 ) — 15 Net current-period other comprehensive income (loss) 20 ( 5 ) ( 4 ) 11 Balance at March 31, 2024 $ ( 1,025 ) 271 ( 45 ) ( 799 ) The table below presents further information about our reclassifications out of accumulated other comprehensive loss by component for the three months ended March 31, 2024: Three Months Ended March 31, 2024 Decrease (Increase) in Net Income Affected Line Item in Consolidated Statement of Operations (Dollars in millions) Amortization of pension & post-retirement plans (1) Net actuarial loss $ 24 Other income (expense), net Prior service credit ( 4 ) Other income (expense), net Total before tax 20 Income tax benefit ( 5 ) Income tax expense Net of tax $ 15 ________________________________________________________________________ (1) See Note 7—Employee Benefits for additional information on our net periodic benefit expense (income) related to our pension and post-retirement plans. 41 Table of Contents Information Relating to 2023 The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated balance sheets by component for the three months ended March 31, 2023 : Pension Plans Post-Retirement Benefit Plans Foreign Currency Translation Adjustment and Other Total (Dollars in millions) Balance at December 31, 2022 $ ( 985 ) 308 ( 422 ) ( 1,099 ) Other comprehensive income (loss) before reclassifications — — 18 18 Amounts reclassified from accumulated other comprehensive loss 17 ( 5 ) — 12 Net current-period other comprehensive income (loss) 17 ( 5 ) 18 30 Balance at March 31, 2023 $ ( 968 ) 303 ( 404 ) ( 1,069 ) The table below presents further information about our reclassifications out of accumulated other comprehensive loss by component for the three months ended March 31, 2023: Three Months Ended March 31, 2023 Decrease (Increase) in Net Income Affected Line Item in Consolidated Statement of Operations (Dollars in millions) Amortization of pension & post-retirement plans (1) Net actuarial loss $ 20 Other income (expense), net Prior service cost ( 4 ) Other income (expense), net Total before tax 16 Income tax benefit ( 4 ) Income tax expense Net of tax $ 12 ________________________________________________________________________ (1) See Note 7—Employee Benefits for additional information on our net periodic benefit income related to our pension and post-retirement plans. 42 Table of Contents (15) Labor Union Contracts As of March 31, 2024, approximately 21 % of our employees were represented by the Communications Workers of America ("CWA") or the International Brotherhood of Electrical Workers ("IBEW"). Approximately 5 % of our represented employees are subject to collective bargaining agreements that are scheduled to expire over the 12 month period ending March 31, 2025. 43 Table of Contents