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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 241 added, 203 removed, 106 unchanged (81% of the section changed)

2 unchanged sentences

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) designed to provide reasonable assurance that the information required to be disclosed by us in the reports we file or furnish under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

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

Management, with the participation of our President and Chief Executive Officer, Kate Johnson, and our Executive Vice President and Chief Financial Officer, Chris Stansbury, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

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

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

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

Changes in Internal Control Over Financial Reporting

Other than the implementation of controls over accounting and reporting for the completed divestiture of our EMEA business, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

5 unchanged sentences

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

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

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

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

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

The effectiveness of our internal control over financial reporting at December 31, 2024 has been audited by KPMG LLP, as stated in their report entitled "Opinion on Internal Control Over Financial Reporting" appearing in Item 8, which is incorporated into this item by reference.

Management’s Report on the Consolidated Financial Statements

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

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

The consolidated financial statements included in this report have been prepared in accordance with accounting principles generally accepted in the United States and necessarily include amounts determined using our best judgments and estimates.

6 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated by reference to the Proxy Statement.

The information required by Item 10, including the identification of the Company’s executive officers as required by Item 401(b) of Regulation S-K, is incorporated by reference to the Proxy Statement.

With respect to the Company’s executive officers, the Company notes that the employment of Chad Ho, then our Chief Legal Officer and Secretary, ended on February 7, 2025.

EXECUTIVE COMPENSATION

7 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits designated with an asterisk have been filed as part of this electronic submission.

All others are on file with the SEC and are incorporated herein by reference.

All references in this Item 15 to “Registrant” are to Lumen Technologies, Inc., which was formerly named CenturyLink, Inc.

and Century Telephone Enterprises, Inc.

Number Description

2.1 Agreement, dated as of February 8, 2023 , by and among certain affiliates of Registrant, and Colt Technology Services Group Limited (incorporated by reference to Exhibit 2.2 to Registrant’s Annual Report on Form 10 K for the year ended December 31, 2022 (File No.

001-07784) filed with the Securities and Exchange Commission on February 23, 2023).

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

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

3.2 Bylaws of R e gistrant , as amended and restated through May 17 , 202 3 (incorporated by reference to Exhibit 3.

1 to Registrant's Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on May 17 , 202 3 ).

Exhibits filed or furnished as part of this report are listed below.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

2.1 Agreement, dated as of February 8, 2023, by and among certain affiliates of Registrant, and Colt Technology Services Group Limited.

3.1 Composite Articles of Incorporation of Registrant, as amended through December 18, 2024.

3.2 Bylaws of Registrant, as amended and restated through May 17, 2023.

Registrant 8-K

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

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

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

Second A mended and Restated Section 382 Rights Agreement by and between Registrant and Computershare Trust Company, N.A., dated as of November 15, 2023 (1) .

4.2 Form of Registrant's common stock certificate.

Registrant 8-K

4.3 Second Amended and Restated Section 382 Rights Agreement by and between Registrant and Computershare Trust Company, N.A., dated as of November 15, 2023.

Registrant 10-K

4.4 Instruments relating to Registrant's Senior Secured Credit Facilities.

Restatement Agreement, dated as of January 31, 2020, by and among Registrant , as Borrower, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the other lenders named therein (incorporated by reference to Exhibit 10.1 to Registrant 's Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on January 31, 2020).

Superpriority Revolving/Term A Credit Agreement, dated as of March 22, 2024, among Lumen Technologies, Inc., as borrower, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent and collateral agent.

Registrant 8-K

Superpriority Term B Credit Agreement, dated as of March 22, 2024, among Lumen Technologies, Inc., as borrower, the lenders party thereto, Wilmington Trust, National Association, as administrative agent, and Bank of America, N.A., as collateral agent.

Registrant 8-K

Amendment No.

1, dated as of August 26, 2024, to the Superpriority Term B Credit Agreement dated as of March 22, 2024, among Lumen Technologies, Inc., as borrower, the lenders party thereto, Wilmington Trust, National Association, as administrative agent, and Bank of America, N.A., as collateral agent.

Registrant 10-Q

4.5 Instruments relating to Registrant’s Predecessor Credit Facilities

Restatement Agreement, dated as of January 31, 2020, by and among Registrant, as Borrower, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the other lenders named therein.

Registrant 8-K

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Amended and Restated Credit Agreement, dated as of January 31, 2020, by and among Registrant, as Borrower, Bank of America, N.A.

as Administrative Agent and Collateral Agent, and the other lenders, agents, arrangers and bookrunners named therein (incorporated by reference to Exhibit 10.1 to Registrant ’s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on January 31, 2020).

LIBOR Transition Amendment, dated as of March 17, 2023, by and among Registrant , the Guarantors party thereto, and Bank of America, N.A., as administrative agent and collateral agent , amending the parties’ Amended and Restated Credit Agreement dated as of January 31, 2020 (incorporated by reference to Exhibit 10.1 to Registrant ’s Quarterly Report on Form 10-Q (File No.

001-07784) for the quarterly period ended March 31, 2023).

A mendment Agreement, dated as of February 15, 2024, by and among the Registrant, Bank of America, N.A., as a dministrative agen t and collateral agent, and the lenders party thereto, amending the parties' Amended and Restated Credit Agreement dated as of January 31, 2020.

4.5 Instruments relating to Registrant's public senior debt.

Indenture, dated as of March 31, 1994, by and between Registrant and Regions Bank (successor-in-interest to First American Bank & Trust of Louisiana), as Trustee (incorporated by reference to Exhibit 4.4(a) to Registrant 's Annual Report on Form 10-K (File No.

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

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

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

Number Description

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

001-07784) filed with the Securities and Exchange Commission on March 16, 1998).

F ifth Supplemental Indenture, dated as of September 21, 2009, by and between Registra nt and Regions Bank, as Trustee, designating and outlining the terms and conditions of Registrant's 7.60% Senior Notes, Series P, due 2039 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K (File No.

001-0 7784) fil ed wit h the Securities and Exchange Commission on September 22, 2009).

Seventh Supplemental Indenture, dated as of March 12, 2012, by and between Registrant and Regions Bank, as Trustee, designating and outlining the terms and conditions of Registrant's 7.65% Senior Notes, Series U, due 2042 (incorporated by reference to Exhibit 4.1 to Registrant 's Current Report on Form 8-K (File No.

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

Tenth Supplemental Indenture, dated as of March 19, 2015, by and between Registrant and Regions Bank, as Trustee, designating and outlining the terms and conditions of Registrant 's 5.625% Senior Notes, Series X, due 2025 (incorporated by reference to Exhibit 4.2 to Registrant 's Current Report on Form 8-K (File No.

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

Indenture, dated December 16, 2019, between Registrant and Regions Bank, as Trustee (incorporated by reference to Exhibit 4.1 to Registrant ’s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on December 16, 2019).

First Supplemental Indenture, dated December 16, 2019, between Registrant and Regions Bank, as Trustee, designating and outlining the terms and conditions of Registrant ’s 5.125% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to Registrant ’s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on December 16, 2019).

Indenture, dated January 24, 2020, between Registrant and Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent, designating and outlining the terms and conditions of Registrant ’s 4.000% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.1 to Registrant ’s Current Report on Form 8-K (File No.

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

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

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

001-07784) dated November 27, 2020).

Indenture, dated June 15, 2021, among Registrant , as issuer, and Regions Bank, as trustee, relating to the issuance of Registrant ’s 5.375% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to Registrant ’s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on June 15, 2021).

as Administrative Agent and Collateral Agent, and the other lenders, agents, arrangers and bookrunners named therein.

Registrant 8-K

LIBOR Transition Amendment, dated as of March 17, 2023, by and among Registrant, the Guarantors party thereto, and Bank of America, N.A., as administrative agent and collateral agent, amending the parties’ Amended and Restated Credit Agreement dated as of January 31, 2020.

Registrant 10-Q

Amendment Agreement, dated as of February 15, 2024, by and among the Registrant, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto, amending the parties' Amended and Restated Credit Agreement dated as of January 31, 2020.

Registrant 10-K

Amendment Agreement, dated as of March 22, 2024, among Lumen Technologies, Inc., as borrower, the guarantors party thereto, the issuing banks party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, to the Amended and Restated Credit Agreement, dated as of January 31, 2020, among Lumen Technologies, Inc., as borrower, the issuing banks party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent and swingline lender.

Registrant 8-K

4.6 Instruments relating to Registrant's senior debt securities.

Indenture, dated as of March 31, 1994, by and between Registrant and Regions Bank (successor-in-interest to First American Bank & Trust of Louisiana), as Trustee.

Registrant 10-K

Form of 7.2% Senior Notes, Series D, due 2025.

Registrant 10-K

Form of 6.875% Debentures, Series G, due 2028.

Registrant 10-K

Fifth Supplemental Indenture, dated as of September 21, 2009, by and between Registrant and Regions Bank, as Trustee, designating and outlining the terms and conditions of Registrant's 7.60% Senior Notes, Series P, due 2039.

Registrant 8-K

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Registrant 8-K

Indenture, dated December 16, 2019, between Registrant and Regions Bank, as Trustee.

Registrant 8-K

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

4.500% Senior Notes due 2029.

Registrant 8-K

Indenture, dated June 15, 2021, among Registrant, as issuer, and Regions Bank, as trustee, relating to the issuance of Registrant’s 5.375% Senior Notes due 2029.

Registrant 8-K

Indenture, dated as of March 22, 2024, among Lumen Technologies, Inc., the guarantors party thereto, Wilmington Trust, National Association, as trustee, registrar and paying agent, and Bank of America, N.A., as collateral agent, relating to the Registrant’s 4.125% Superpriority Secured Notes due 2029.

Registrant 8-K

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Supplemental Indenture, dated October 31, 2024, among Lumen Technologies, Inc., as issuer, the guarantors party thereto, Wilmington Trust, National Association, as trustee, and Bank of America, N.A., as collateral agent, adding an additional guarantor of the Registrant’s 4.125% Superpriority Senior Secured Notes due 2029.

Registrant 10-Q

Second Supplemental Indenture, dated December 30, 2024, among Lumen Technologies, Inc., as issuer, the guarantors party thereto, Wilmington Trust, National Association, as trustee, and Bank of America, N.A., as collateral agent, adding an additional guarantor of the Registrant’s 4.125% Superpriority Senior Secured Notes due 2029.

Registrant 8-K

Registrant 10-Q

Indenture, dated September 24, 2024, among Lumen Technologies, Inc., as issuer, the guarantors party thereto, Regions Bank, as trustee, and Bank of America, N.A., as collateral agent, designating and outlining the terms and conditions of the Registrant’s 10.000% Senior Notes due 2032 issued thereunder.

Registrant 8-K

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

First Supplemental Indenture, dated December 30, 2024, among Lumen Technologies, Inc., as issuer, the guarantors party thereto, Regions Bank, as trustee, and Bank of America, N.A., as collateral agent, adding an additional guarantor of the Registrant’s 10.000% Senior Secured Notes due 2032.

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

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

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

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

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

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

Number Description

Indenture, dated as of April 15, 1990, by and between Northwestern Bell Telephone Company (predecessor to Qwest Corporation) and The First National Bank of Chicago, under which Qwest Corporation's 7.250% Notes due 2025 and 7.750% Notes due 2030 were issued (incorporated by reference to Exhibit 4.5(b) to Registrant 's Quarterly Report on Form 10-Q for the period ended March 31, 2012 (File No.

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

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

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

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

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

Indenture, dated as of June 29, 1998, by and among U S WEST Capital Funding, Inc.

(currently named Qwest Capital Funding, Inc.), U S WEST, Inc.

(predecessor to Qwest Communications International Inc.) and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4(a) to U S WEST, Inc.'s Current Report on Form 8-K (File No.

001-14087) filed with the Securities and Exchange Commission on November 18, 1998).

(predecessor to Qwest Communications International Inc.) and The First National Bank of Chicago, as trustee, under which the 6.875% Notes due 2028 and 7.750% Notes due 2031 of U S WEST Capital Funding, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

First Supplemental Indenture, dated as of June 30, 2000, by and among U S WEST Capital Funding, Inc.

(currently named Qwest Capital Funding, Inc.), U S WEST, Inc.

(predecessor to Qwest Communications International Inc.) and Bank One Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.10 to Qwest Communications International Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No.

001-15577) filed with the Securities and Exchange Commission on August 11, 2000) .

(predecessor to Qwest Communications International Inc.) and Bank One Trust Company, N.A., as trustee.

Indenture, dated as of October 15, 1999, by and between US West Communications, Inc.

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

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

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

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

Bank National Association, designating and outlining the terms and conditions of Qwest 6.500% Notes due 2056 (incorporated by reference to Exhibit 4.17 to Qwest Corporation's Form 8-A (File No.

001-03040) filed with Securities and Exchange Commission on August 22, 2016).

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

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

Bank National Association, designating and outlining the terms and conditions of Qwest Corporation's 6.750% Notes due 2057 (incorporated by reference to Exhibit 4.18 to Qwest Corporation’s Form 8-A (File No.

03040) filed with the Securities and Exchange Commission on April 27, 2017).

Amended and Restated Credit Agreement, dated as of October 23, 2020, by and among Qwest Corporation, the several lenders from time to time parties thereto, and CoBank, ACB, as administrative agent (incorporated by reference to Exhibit 4.6(e) to Registrant ’s Annual Report on Form 10-K (File No.

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

First Amendment to Amended and Restated Credit Agreement, dated as of March 27, 2023, by and between Qwest Corporation and CoBank, ACB, as administrative agent, amending the parties’ Amended and Restated Credit Agreement dated as of October 23, 2020 (incorporated by reference to Exhibit 10.2 to Registrant ’s Quarterly Report on Form 10-Q (File No.

001-07784) for the quarterly period ended March 31, 2023).

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

and its subsidiaries.

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

4.8 Instruments relating to indebtedness of the financing subsidiary of Level 3 Parent, LLC.

Indenture, dated as of September 25, 2019, among Level 3 Parent, LLC, as Guarantor, Level 3 Financing, Inc., as Issuer, and the Bank of New York Mellon Trust Company, N,A., as Trustee, relating to the 4.625% Senior Notes due 2027 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 99.1 to Level 3 Parent, LLC's Current Report on Form 8-K (File No.

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

Number Description

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

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

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

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

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

(incorporated by reference to Exhibit 4.8(d)(ii) to Regist r a nt' s Annual Report on Form 10-K (File No.

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

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

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

Third Supplemental Indenture, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 4.625% Senior Notes due 2027 of Level 3 Financing, Inc.

Fourth Supplemental Indenture, dated as of August 28, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 4.625% Senior Notes due 2027 of Level 3 Financing, Inc.

Indenture, dated as of November 29, 2019, among Level 3 Parent, LLC and the other guarantors party thereto, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N,A., as Trustee and Notes Collateral Agent, designating and outlining the terms and conditions of the 3.400% Senior Secured Notes due 2027 Level 3 Financing, Inc.

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

(incorporated by reference to Exhibit 4.8(e)(i) to Regist rant ’s Annual Report on Form 10-K (File No.

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

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Supplement, dated as of October 26, 2023, to the Supplemental Indenture dated as of April 15, 2020, among Level 3 Financing, Inc., as Issuer, The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent, and Level 3 Parent, LLC and several of its subsidiaries, as guarantors, clarifying which subsidiaries are guarantors of the 3.400% Senior Secured Notes due 2027 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.1 to Registrant ’s Quarterly Report on Form 10-Q (File No.

001-07784) for the quarterly period ended September 30, 2023).

Second Supplemental Indenture, dated as of December 29, 2023, among Level 3 Financing, Inc., on behalf of itself as issuer and certain specified existing guarantors, The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, Level 3 Parent, LLC, as guarantor, and several subsidiaries thereof, designating such subsidiaries as additional guarantors of Level 3 Financing, Inc.’s 3.400% Senior Secured Notes due 2027.

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

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

Second Supplemental Indenture, dated as of December 29, 2023, among Level 3 Financing, Inc., on behalf of itself as issuer and certain specified existing guarantors, The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, Level 3 Parent, LLC, as guarantor, and several subsidiaries thereof, designating such subsidiaries as additional guarantors of the 3.400% Senior Secured Notes due 2027 of Level 3 Financing, Inc.

Third Supplemental Indenture, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 3.400% Senior Secured Notes due 2027 of Level 3 Financing, Inc.

Fourth Supplemental Indenture, dated as of August 28, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 3.400% Senior Secured Notes due 2027 of Level 3 Financing, Inc.

Indenture, dated as of November 29, 2019, among Level 3 Parent, LLC and the other guarantors party thereto, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N,A., as Trustee and Notes Collateral Agent, designating and outlining the terms and conditions of the 3.875% Senior Secured Notes due 2029 of Level 3 Financing, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

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

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

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

Number Description

Supplement, dated as of October 26, 2023, to the Supplemental Indenture dated as of April 15, 2020, among Level 3 Financing, Inc., as Issuer, The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent, and Level 3 Parent, LLC and several of its subsidiaries, as guarantors, clarifying which subsidiaries are guarantors of the 3.875% Senior Secured Notes due 2029 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.2 to Registrant ’s Quarterly Report on Form 10-Q (File No.

001-07784) for the quarterly period ended September 30, 2023).

Second Supplemental Indenture, dated as of December 29, 2023, among Level 3 Financing, Inc., on behalf of itself as issuer and certain specified existing guarantors, The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, Level 3 Parent, LLC, as guarantor, and several subsidiaries thereof, designating such subsidiaries as additional guarantors of the 3.875% Senior Secured Notes due 2029 of Level 3 Financing, Inc.

Third Supplemental Indenture, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 3.875% Senior Secured Notes due 2029 of Level 3 Financing, Inc.

Fourth Supplemental Indenture, dated as of August 28, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 3.875% Senior Secured Notes due 2029 of Level 3 Financing, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

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

(incorporated by reference to Exhibit 4.1 to Registrant 's Current Report on Form 8-K (File No.

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

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

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

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

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

(incorporated by reference to Exhibit 4.8(g)(ii) to Regist rant ’s Annual Report on Form 10-K (File No.

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

Third Supplemental Indenture, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 4.250% Senior Notes due 2028 of Level 3 Financing, Inc.

Fourth Supplemental Indenture, dated as of August 28, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 4.250% Senior Notes due 2028 of Level 3 Financing, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

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

(incorporated by reference to Exhibit 4.1 to Registr ant 's Current Report on Form 8-K (File No.

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

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

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

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

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

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

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

Number Description

Third Supplemental Indenture, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 3.625% Senior Notes due 2029 of Level 3 Financing, Inc.

Fourth Supplemental Indenture, dated as of August 28, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 3.625% Senior Notes due 2029 of Level 3 Financing, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

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

(incorporated by reference to Exhibit 4.1 to Registrant 's Current Report on Form 8-K (File No.

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

First Supplemental Indenture, dated as of May 7, 2021, among Level 3 Parent, LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC’s unsecured guarantee of the 3.750% Sustainability-Linked Senior Notes due 2029 of Level 3 Financing, Inc.

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

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

Second Supplemental Indenture, dated as of May 7, 2021, among Level 3 Parent, LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 3.750% Sustainability-Linked Senior Notes due 2029 of Level 3 Financing, Inc.

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

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

Indenture dated March 31, 2023, among Level 3 Financing, Inc., as Issuer, Level 3 Parent, LLC, as Guarantor, the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, as Trustee and Note Collateral Agent, designating and outlining the terms and conditions of Level 3 Financing, Inc.’s 10.500% Senior Secured Notes due 2030 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8 K (File No.

001-07784) filed with the Securities and Exchange Commission on March 31, 2023).

Third Supplemental Indenture, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 3.750% Sustainability-Linked Senior Notes due 2029 of Level 3 Financing, Inc.

Fourth Supplemental Indenture, dated as of August 28, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 3.750% Sustainability-Linked Senior Notes due 2029 of Level 3 Financing, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Indenture dated March 31, 2023, among Level 3 Financing, Inc., as Issuer, Level 3 Parent, LLC, as Guarantor, the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, as Trustee and Note Collateral Agent, designating and outlining the terms and conditions of the 10.500% Senior Secured Notes due 2030 of Level 3 Financing, Inc.

Supplemental Indenture, dated as of October 23, 2023, among Level 3 Financing, Inc., as Issuer, The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent, and Level 3 Parent, LLC and several of its subsidiaries, as guarantors, designating and outlining the terms and conditions of certain specified secured guarantees of the 10.500% Senior Secured Notes due 2030 of Level 3 Financing, Inc.

(incorporated by reference to Exhibit 4.3 to Registrant’s Quarterly Report on Form 10-Q (File No.

001-07784) for the quarterly period ended September 30, 2023).

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

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

LIBOR Transition Amendment, dated as of March 17, 2023, by and among Level 3 Parent, LLC, Level 3 Financing, Inc., the Subsidiary Loan Parties party thereto, and Merrill Lynch Capital Corporation, as administrative agent, amending the parties’ Amended and Restated Credit Agreement dated as of November 29, 2019 (incorporated by reference to Exhibit 10.3 to Registrant ’s Quarterly Report on Form 10-Q (File No.

001-07784) for the quarterly period ended March 31, 2023).

Registrant's S econd A mended and Restated 2018 Equity Incentive Plan , as amended and re stated through May 17, 2023 (incorporated by reference to Exhibit 10.1 to Lumen Technologies, Inc.’s Current Report on Form 8-K (File No.

001-07784) filed with the Securities and Exchange Commission on May 17 , 202 3 ).

Number Description

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

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

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

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

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

(iii) Form of Restricted Stock Agreement for annual time-based equity grants to certain executive officers (incorporated by reference to Exhibit 10.2(viii) to Registrant’s Annual Report on Form 10 - K (File No.

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

(iv) Form of Restricted Stock Agreement for annual performance-based equity grants to certain executive officers (incorporated by reference to Exhibit 10.2(ix) to Registrant’s Annual Report on Form 10-K (File No.

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

(v) Form of Restricted Stock Agreement for annual time-based equity grants to Kate Johnson (incorporated by reference to Exhibit 10.2(vi) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

001-00784) filed with the Securities and Exchange Commission on February 23, 2023).

Restricted Stock Agreement for sign-on time-based award to Kate Johnson on November 7, 2022 (incorporated by reference to Exhibit 10.2(vii) to Registrant’s Annual Report on Form 10 K for the year ended December 31, 2022 (File No.

001-00784) filed with the Securities and Exchange Commission on February 23, 2023).

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

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

Registrant's S upplemental Defined Benefit Pension Plan, effective as of January 1, 2012 (incorporated by reference to Exhibit 10.5 to Registrant 's Annual Report on Form 10-K for the year ended December 31, 2011 (File No.

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

R egistrant's - Short-Term Incentive Pl an - Annual (incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

00 1-07784) filed with the Securities and Ex change Commission on February 23, 2023).

Form of Indemnification Agreement entered into between Registrant and each of its directors on or after February 24, 2016 (incorporated by reference to Exhibit 10.1 to Registrant 's Current Report on Form 8-K (File No.

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

Form of Indemnification Agreement entered into between Registrant and each of its officers on or after February 24, 2016 (incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No.

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

Change of Control Agreement, by and between Kate Johnson and Registrant (inco rporated by reference to Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

001-07784) filed with the Se curities and Exchange Commission on February 23, 2023.

Form of Change of Control Agreement, on or after January 1, 2011 between Registrant and each of its other executive officers (incorporated by reference to Exhibit 10.12 to Registrant 's Annual Report on Form 10-K for the year ended December 31, 2010 (File No.

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

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

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

Number Description

Second Supplemental Indenture, dated as of December 29, 2023, among Level 3 Financing, Inc., on behalf of itself as issuer and certain specified existing guarantors, The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, Level 3 Parent, LLC, as guarantor, and several subsidiaries thereof, designating such subsidiaries as additional guarantors of the 10.500% Senior Secured Notes due 2030 of Level 3 Financing, Inc.

Third Supplemental Indenture, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee and note collateral agent, relating to the 10.500% Senior Secured Notes due 2030 of Level 3 Financing, Inc.

Indenture, dated as of March 22, 2024, among Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 10.500% First Lien Notes due 2029 of Level 3 Financing, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Supplemental Indenture, dated October 31, 2024, among Level 3 Parent, LLC, as guarantor, Level 3 Financing, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, adding additional guarantors of the 10.500% First Lien Notes due 2029 of Level 3 Financing, Inc.

Indenture, dated as of March 22, 2024, among Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 11.000% First Lien Notes due 2029 of Level 3 Financing, Inc.

Supplemental Indenture, dated October 31, 2024, among Level 3 Parent, LLC, as guarantor, Level 3 Financing, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, adding additional guarantors of the 11.000% First Lien Notes due 2029 of Level 3 Financing, Inc.

Indenture, dated as of March 22, 2024, among Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 10.750% First Lien Notes due 2030 of Level 3 Financing, Inc.

Supplemental Indenture, dated October 31, 2024, among Level 3 Parent, LLC, as guarantor, Level 3 Financing, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, adding additional guarantors of the 10.750% First Lien Notes due 2030 of Level 3 Financing, Inc.

Indenture, dated as of March 22, 2024, among Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 4.875% Second Lien Notes due 2029 of Level 3 Financing, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Supplemental Indenture, dated October 31, 2024, among Level 3 Parent, LLC, as guarantor, Level 3 Financing, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, adding additional guarantors of the 4.875% Second Lien Notes due 2029 of Level 3 Financing, Inc.

Indenture, dated as of March 22, 2024, among Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 4.500% Second Lien Notes due 2030 Level 3 Financing, Inc.

Supplemental Indenture, dated October 31, 2024, among Level 3 Parent, LLC, as guarantor, Level 3 Financing, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, adding additional guarantors of the 4.500% Second Lien Notes due 2030 of Level 3 Financing, Inc.

Indenture, dated as of March 22, 2024, among Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 3.875% Second Lien Notes due 2030 Level 3 Financing, Inc.

Supplemental Indenture, dated October 31, 2024, among Level 3 Parent, LLC, as guarantor, Level 3 Financing, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, adding additional guarantors of the 3.875% Second Lien Notes due 2030 of Level 3 Financing, Inc.

Indenture, dated as of March 22, 2024, among Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 4.000% Second Lien Notes due 2031 of Level 3 Financing, Inc.

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Supplemental Indenture, dated October 31, 2024, among Level 3 Parent, LLC, as guarantor, Level 3 Financing, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, adding additional guarantors of the 4.000% Second Lien Notes due 2031 of Level 3 Financing, Inc.

Indenture, dated September 24, 2024, among Level 3 Financing, Inc., as issuer, Level 3 Parent, LLC, as a guarantor, certain other guarantors party thereto, U.S.

Bank Trust Company, National Association, as trustee, and Wilmington Trust, National Association, as collateral agent, designating and outlining the terms and conditions of 10.000% Second Lien Notes due 2032 issued thereunder by Level 3 Financing, Inc.

Fourteenth Amendment Agreement, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., as borrower, the guarantors party thereto, the lenders party thereto and Merrill Lynch Capital Corporation, as administrative agent and collateral agent, to the Amended and Restated Credit Agreement, dated as of November 29, 2019, among Level 3 Parent, LLC, Level 3 Financing, Inc., as borrower, the lenders party thereto and Merrill Lynch Capital Corporation, as administrative agent and collateral agent.

Credit Agreement, dated as of March 22, 2024, among Level 3 Parent, LLC, Level 3 Financing, Inc., as borrower, the lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent.

10.1 Second Amended and Restated 2018 Equity Incentive Plan, as amended and restated through May 17, 2023.

10.2 2024 Equity Incentive Plan of Lumen Technologies, Inc.

Registrant S-8

Form of Restricted Stock Agreement for annual equity grants to non-management directors beginning in 2018.

Registrant 10-Q

Form of Restricted Stock Agreement for annual time-based equity grants to certain executive officers.

Registrant 10-K

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Form of Restricted Stock Agreement for annual performance-based equity grants to certain executive officers.

Registrant 10-K

Form of Restricted Stock Agreement for annual time-based equity grants to Kate Johnson.

Registrant 10-K

10.3 Supplemental Defined Benefit Pension Plan, effective as of January 1, 2012.

Registrant 10-K

10.4 Short-Term Incentive Plan (through 2024).

Registrant 10-K

10.5 Short-Term Incentive Plan (effective January 1, 2025).

10.6 Form of Indemnification Agreement entered into between Registrant and each of its directors on or after February 24, 2016.

Registrant 8-K

10.7 Form of Indemnification Agreement entered into between Registrant and each of its officers on or after February 24, 2016.

Registrant 8-K

10.8 Change of Control Agreement, by and between Kate Johnson and Registrant.

Registrant 10-K

10.9 Form of Change of Control Agreement, on or after January 1, 2011, between Registrant and each of its other executive officers.

Registrant 10-K

10.10 Form of Change of Control Agreement between Registrant and its non-CEO California-based executive officers.

Registrant 10-Q

10.11 Lumen Executive Severance Plan, amended and restated effective October 10, 2017 (with updated exhibits and branding as of October 2020, effective through 2024).

Registrant 10-K

10.12 Lumen Executive Severance Plan, as amended and restated effective January 1, 2025.

10.13 Retirement Benefit Plan

10.14 Amended and Restated CenturyLink, Inc.

Bonus Life Insurance Plan for Executive Officers, dated as of April 3, 2008 (incorporated by reference to Exhibit 10.4 to Registrant 's Quarterly Report on Form 10-Q for the period ended March 31, 2008 (File No.

001-07784) filed with the Securities and Exchange Commission on May 7, 2008) and First Amendment thereto (incorporated by reference to Exhibit 10.13 to Registrant 's Quarterly Report on Form 10-Q for the period ended September 30, 2010 (File No.

001-07784) filed with the Securities and Exchange Commission on November 5, 2010).

Regist ra nt's Supplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.2 to Registrant 's Quarterly Report on Form 10-Q for the period ended March 31, 2022 (File No.

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

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

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

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

001-15577) filed with the Securities and Exchange Commission on December 16, 2005 and Exhibit 10.8 to Qwest Communication International Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2008 (File No.

001-15577) filed with the Securities and Exchange Commission on October 29, 2008) and Amendment No.

2011-1 to Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.15(c) to Registrant 's Annual Report for the year ended December 31, 2011 (File No.

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

10.14+ Retention Letter between Lumen Technologies, Inc.

and Stacey Goff, dated December 9, 2022 (incorporated by reference to Exhibit 10.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

001-00784) filed with the Securities and Exchange Commission on February 23, 2023).

Offer Letters (3)

Offer Letter dated September 12, 2022 between Registrant and Kate Johnson (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No.

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

Offer Letter dated March 24, 2022 between Registrant and Christopher D.

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

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

Offer Letter dated December 5, 2022 between Regist rant and Ashley Haynes-Gaspar .

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

001-07784) filed with the Securities and Exchange Commission on January 25, 2024).

Bonus Life Insurance Plan for Executive Officers, dated as of April 3, 2008.

Registrant 10-Q

First Amendment to Plan.

Registrant 10-Q

Registrant's Supplemental Savings Plan, as amended and restated.

Registrant 10-Q

N on -Employee Director Compensation Plan, effective August 16, 2023.

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

Registrant 10-K

Offer Letter dated September 12, 2022, between Registrant and Kate Johnson .

Registrant 8-K

Incorporated by Reference

Description Filed or Furnished with this Form 10-K

Filer and File No.

Amended and Restated Transaction Support Agreement by and among Registrant, Level 3 Financing, Inc., Qwest Corporation, and the Consenting Parties identified therein, dated January 22, 2024.

Registrant 8-K

I nsider Trading Plan of Registrant

Subsidiaries of Registrant .

Independent Registered Public Accounting Firm Consent.

31.1* Certification of the Chief Executive Officer o f L ume n Technologies , Inc.

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

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

31.2* Certification of the Chief Financial Officer o f L u m e n Technologies, In c.

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

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

1 unchanged sentence

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

32.2* Certification of the Chief Financial Officer o f Lumen Techn o log ies, Inc.

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

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

Registrant’s Policy Relating to Recovery of Erroneously Awarded Compensation, adopted August 16, 2023.

Number Description

Financial statements from the annual report on Form 10-K of Registrant for the period ended December 31, 2024, formatted in Inline XBRL:

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

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

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

* Exhibit filed herewith.

+ Indicates a management contract or compensatory plan or arrangement.

_______________________________________________________________________________

(1) This corrected version of this instrument supersedes the prior version filed with the Securities and Exchange Commission on November 20, 2023.

(2) Certain of the items in Sections 4.5, 4.6 and 4.7 (i) omit supplemental indentures or other instruments governing debt that has been retired, or (ii) refer to trustees who may have been replaced, acquired or affected by similar changes.

(1) Certain of the items in Sections 4.6, 4.7 and 4.8 may (i) omit supplemental indentures or other instruments governing debt that has been retired, or (ii) refer to trustees who may have been replaced, acquired or affected by similar changes.

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

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

(3) Offer letters present information regarding the executive's initial compensation only.

(2) Exhibits 10.1 to 10.19 are management contracts or compensatory plans or arrangements.

(3) For purposes of this column, (i) “Registrant” means Lumen Technologies, Inc.

001-07784), formerly named CenturyLink, Inc., CenturyTel, Inc.

and Century Telephone Enterprises, Inc., (ii) “Qwest” means Qwest Corporation (File No.

001-03040), (iii) “Qwest Parent” means Qwest Communications International, Inc.

001-15577), and (iv) “Level 3” means Level 3 Parent, LLC (File No.

001-35134), successor-in-interest to Level 3 Communications, Inc.

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

(5) Present information regarding the executive's initial compensation only.

SUMMARY OF BUSINESS AND FINANCIAL INFORMATION

5 unchanged sentences

Andrea Genschaw

Senior Vice President, Controller (Principal Accounting Officer)

Chief Accounting Officer and Controller (Principal Accounting Officer)

___________________________________________________________________________________________________________________

6 unchanged sentences

Chris Stansbury

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

/s/ Andrea Genschaw Chief Accounting Officer and Controller (Principal Accounting Officer) February 20, 2025

Andrea Genschaw

2 unchanged sentences

Michael Glenn

/s/ Jim Fowler

Director February 22, 2024

/s/ Quincy L.

3 unchanged sentences

Brown Director February 20, 2025

/s/ Chris Capossela

Director February 20, 2025

Chris Capossela

Chilton Director February 20, 2025

2 unchanged sentences

"Terry" Clontz

/s/ Jim Fowler

Director February 20, 2025

/s/ Hal Stanley Jones Director February 20, 2025

Hal Stanley Jones

/s/ Michael Roberts Director February 22, 2024

Michael Roberts

/s/ Diankha Linear

Director February 20, 2025

Diankha Linear

/s/ Laurie Siegel Director February 20, 2025

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures