LUMN 10-Q Quarterly Report March 31, 2024 | Alphaminr
Lumen Technologies, Inc.
ALPHAMINR

LUMN 10-Q Quarter ended March 31, 2024

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LUMEN TECHNOLOGIES, INC.
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TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationPart IIItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits

Exhibits

4.1 Second Supplemental Indenture, dated as of March 22, 2024, among Lumen Technologies, Inc., as issuer, the guarantors party thereto and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee and collateral agent, relating to Lumen Technologies, Inc.s 4.000% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.2 Form of 4.125% Superpriority Secured Notes due 2029, issued by Lumen Technologies, Inc., dated as of March 22, 2024 (included in Exhibit 4.3). 4.3 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 Lumen Technologies, Inc.s 4.125% Superpriority Secured Notes due 2029 (incorporated by reference to Exhibit 4.3 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.4 Form of 4.125% Superpriority Secured Notes due 2030, issued by Lumen Technologies, Inc., dated as of March 22, 2024 (included in Exhibit 4.5). 4.5 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 Lumen Technologies, Inc.s 4.125% Superpriority Secured Notes due 2030 (incorporated by reference to Exhibit 4.5 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.6 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 Level 3 Financing, Inc.s 3.400% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.6 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.7 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 Level 3 Financing, Inc.s 3.875% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.7 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.8 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 Level 3 Financing, Inc.s 10.500% Senior Secured Notes due 2030 (incorporated by reference to Exhibit 4.8 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.9 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 Level 3 Financing, Inc.s 4.625% Senior Notes due 2027 (incorporated by reference to Exhibit 4.9 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.10 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 Level 3 Financing, Inc.s 4.250% Senior Notes due 2028 (incorporated by reference to Exhibit 4.10 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.11 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 Level 3 Financing, Inc.s 3.750% Sustainability-Linked Senior Notes due 2029 (incorporated by reference to Exhibit 4.11 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.12 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 Level 3 Financing, Inc.s 3.625% Senior Notes due 2029 (incorporated by reference to Exhibit 4.12 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.13 Form of 11.000% First Lien Notes due 2029, issued by Level 3 Financing, Inc., dated as of March 22, 2024 (included in Exhibit 4.14). 4.14 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 Level 3 Financing, Inc.s 11.000% First Lien Notes due 2029 (incorporated by reference to Exhibit 4.14 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.15 Form of 10.500% First Lien Notes due 2029, issued by Level 3 Financing, Inc., dated as of March 22, 2024 (included in Exhibit 4.16). 4.16 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 Level 3 Financing, Inc.s 10.500% First Lien Notes due 2029 (incorporated by reference to Exhibit 4.16 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.17 Form of 10.750% First Lien Notes due 2030, issued by Level 3 Financing, Inc., dated as of March 22, 2024 (included in Exhibit 4.18). 4.18 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 Level 3 Financing, Inc.s 10.750% First Lien Notes due 2030 (incorporated by reference to Exhibit 4.18 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.19 Form of 4.875% Second Lien Notes due 2029, issued by Level 3 Financing, Inc., dated as of March 22, 2024 (included in Exhibit 4.20). 4.20 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 Level 3 Financing, Inc.s 4.875% Second Lien Notes due 2029 (incorporated by reference to Exhibit 4.20 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.21 Form of 4.500% Second Lien Notes due 2030, issued by Level 3 Financing, Inc., dated as of March 22, 2024 (included in Exhibit 4.22). 4.22 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 Level 3 Financing, Inc.s 4.500% Second Lien Notes due 2030 (incorporated by reference to Exhibit 4.22 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.23 Form of 3.875% Second Lien Notes due 2030, issued by Level 3 Financing, Inc., dated as of March 22, 2024 (included in Exhibit 4.24). 4.24 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 Level 3 Financing, Inc.s 3.875% Second Lien Notes due 2030 (incorporated by reference to Exhibit 4.24 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 4.25 Form of 4.000% Second Lien Notes due 2031, issued by Level 3 Financing, Inc., dated as of March 22, 2024 (included in Exhibit 4.26). 4.26 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 Level 3 Financing, Inc.s 4.000% Second Lien Notes due 2031 (incorporated by reference to Exhibit 4.26 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 10.1 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 (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 10.2 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 (incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 10.3 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 (incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 10.4 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 (incorporated by reference to Exhibit 10.4 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 10.5 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 (incorporated by reference to Exhibit 10.5 to Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on March 28, 2024). 31.1* Certification of the Chief Executive Officer of Lumen Technologies,Inc. pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer of Lumen Technologies,Inc. pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Chief Executive Officer of Lumen Technologies,Inc. pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Chief Financial Officer of Lumen Technologies,Inc. pursuant to Section906 of the Sarbanes-Oxley Act of 2002.