LUMN 10-K Annual Report Dec. 31, 2023 | Alphaminr
Lumen Technologies, Inc.
ALPHAMINR

LUMN 10-K Fiscal year ended Dec. 31, 2023

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LUMEN TECHNOLOGIES, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Summary Of Business and Financial Information

Exhibits

2.1 Agreement, dated as ofFebruary 8, 2023, byand among certain affiliates of Registrant, and Colt Technology Services Group Limited (incorporated by reference to Exhibit 2.2 to Registrants 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 ofRegistrant, as amended through January 22, 2021 (incorporated by reference to Exhibit 3.1 toRegistrant'sAnnual 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 ofRegistrant, as amended and restated throughMay17, 2023(incorporated by reference to Exhibit3.1toRegistrant'sCurrent Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission onMay17, 2023). 4.1* Description ofRegistrant's,securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. 4.2 Form ofRegistrant'scommon stock certificate (incorporated by reference to Exhibit4.1 toRegistrant'sCurrent Report on Form8-K (File No. 001-07784) filed with the Securities and Exchange Commission on January 26, 2021). 4.3* Second Amended and Restated Section 382 Rights Agreement by and betweenRegistrantand Computershare Trust Company, N.A., dated as ofNovember 15,2023(1). a. Restatement Agreement, dated as of January 31, 2020, by and amongRegistrant, as Borrower, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the other lenders named therein (incorporated by reference to Exhibit10.1 toRegistrant's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on January 31, 2020). b. Amended and Restated Credit Agreement, dated as of January 31, 2020, by and amongRegistrant, 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 toRegistrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on January 31, 2020). c. LIBOR Transition Amendment, dated as of March 17, 2023, by and amongRegistrant, the Guarantors party thereto, and Bank of America, N.A., as administrative agentand collateral agent, amending the parties Amended and Restated Credit Agreement dated as of January 31, 2020 (incorporated by reference to Exhibit 10.1 toRegistrants Quarterly Report on Form 10-Q (File No. 001-07784) for the quarterly period ended March 31, 2023). d.* Amendment Agreement, datedas of February 15, 2024, by and among the Registrant, Bank of America, N.A., as administrative agentand collateral agent, and the lenders party thereto, amending the parties' Amended and Restated Credit Agreement dated as of January 31, 2020. a. Indenture, dated as of March 31, 1994, by and betweenRegistrantand Regions Bank (successor-in-interest to First American Bank& Trust of Louisiana), as Trustee (incorporated by reference to Exhibit 4.4(a) toRegistrant'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). (iii). Fifth Supplemental Indenture, dated as ofSeptember 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 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K (File No. 001-07784) filedwith the Securities and Exchange Commission on September 22, 2009). (iv). Seventh Supplemental Indenture, dated as of March12, 2012, by and betweenRegistrantand Regions Bank, as Trustee, designating and outlining the terms and conditions ofRegistrant's7.65% Senior Notes, SeriesU, due 2042 (incorporated by reference to Exhibit4.1 toRegistrant's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on March12, 2012). (v). Tenth Supplemental Indenture, dated as of March 19, 2015, by and betweenRegistrantand Regions Bank, as Trustee, designating and outlining the terms and conditions ofRegistrant's 5.625% Senior Notes, SeriesX, due 2025 (incorporated by reference to Exhibit4.2 toRegistrant's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on March 19, 2015). b. Indenture, dated December 16, 2019, betweenRegistrantand Regions Bank, as Trustee (incorporated by reference to Exhibit 4.1 toRegistrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on December 16, 2019). (i). First Supplemental Indenture, dated December 16, 2019, betweenRegistrantand Regions Bank, as Trustee, designating and outlining the terms and conditions ofRegistrants 5.125% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 toRegistrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on December 16, 2019). c. Indenture, dated January 24, 2020, betweenRegistrantand Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent, designating and outlining the terms and conditions ofRegistrants 4.000% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.1 toRegistrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on January 24, 2020). d. Indenture, dated November 27, 2020, amongRegistrant's, as Issuer, and Regions Bank, as Trustee, designating and outlining the terms and conditions ofRegistrant, Inc. 4.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 toRegistrant's Current Report on Form 8-K (File No. 001-07784) dated November 27, 2020). e. Indenture, dated June 15, 2021, amongRegistrant, as issuer, and Regions Bank, as trustee, relating to the issuance ofRegistrants 5.375% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 toRegistrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on June 15, 2021). a. Indenture, dated as of April15, 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 Exhibit4.2 to Qwest Corporation's Annual Report on Form10-K for the year ended December31, 2002 (File No.001-03040) filed with the Securities and Exchange Commission on January13, 2004). (i). First Supplemental Indenture, dated as of April16, 1991, by and between USWEST Communications,Inc. (currently named Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit4.3 to Qwest Corporation's Annual Report on Form10-K for the year ended December31, 2002 (File No.001-03040) filed with the Securities and Exchange Commission on January13, 2004). b. Indenture, dated as of April15, 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 Exhibit4.5(b) toRegistrant's Quarterly Report on Form10-Q for the period ended March31, 2012 (File No.001-07784) filed with the Securities and Exchange Commission on May10, 2012). (i). First Supplemental Indenture, dated as of April16, 1991, by and between USWEST Communications,Inc. (currently named Qwest Corporation) and The First National Bank of Chicago (incorporated by reference to Exhibit4.3 to Qwest Corporation's Annual Report on Form10-K for the year ended December31, 2002 (File No.001-03040) filed with the Securities and Exchange Commission on January13, 2004). (i). 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). (ii). 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 Corporations Form 8-A (File No. 03040) filed with the Securities and Exchange Commission on April 27, 2017). e. Amended and Restated Credit Agreement, dated as of October 23, 2020, by and among Qwest Corporation, the several lenders from time to time parties thereto, and CoBank, ACB, as administrative agent (incorporated by reference to Exhibit 4.6(e) toRegistrants 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). (i). 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 toRegistrants Quarterly Report on Form 10-Q (File No. 001-07784) for the quarterly period ended March 31, 2023). a. 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). (i). First Supplemental Indenture, dated as of March 2, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLC's unsecured guarantee of the 4.625% Senior Notes due 2027 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.8(d)(i) toRegistrants 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). (ii). 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) toRegistrant'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). b. 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, LLCs Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on December 4, 2019). (i). Supplemental Indenture, dated as of April 15, 2020, among Level 3 Financing, Inc., as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee, and Level 3 Parent, LLC and several of its subsidiaries, as guarantors, designating and outlining the terms and conditions of the secured guarantees of the 3.400% Senior Secured Notes due 2027 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.8(e)(i) toRegistrants 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). (ii). 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 toRegistrants Quarterly Report on Form 10-Q (File No. 001-07784) for the quarterly period ended September 30, 2023). (iii).* 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. c. 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, LLCs Current Report on Form 8-K (File No. 001-35134) filed with the Securities and Exchange Commission on December 4, 2019). (i). Supplemental Indenture, dated as of April 15, 2020, among Level 3 Financing, Inc., as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee, and Level 3 Parent, LLC and several of its subsidiaries, as guarantors, designating and outlining the terms and conditions of the secured guarantees of the 3.875% Senior Secured Notes due 2029 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.8(f)(i) toRegistrants 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). (ii). 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 toRegistrants Quarterly Report on Form 10-Q (File No. 001-07784) for the quarterly period ended September 30, 2023). (iii).* 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 3.875% Senior Secured Notes due 2029. d. 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 toRegistrant's Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on June 15, 2020). (i). First Supplemental Indenture, dated as of December 21, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLCs unsecured guarantee of the 4.250% Senior Notes due 2028 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.8(g)(i) toRegistrants 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). (ii). Second Supplemental Indenture, dated as of December 21, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 4.250% Senior Notes due 2028 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.8(g)(ii) toRegistrants 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). e. 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 toRegistrant's Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on August 12, 2020). (i). First Supplemental Indenture, dated as of December 21, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLCs unsecured guarantee of the 3.625% Senior Notes due 2029 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.8(h)(i) toRegistrants 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). (ii). Second Supplemental Indenture, dated as of December 21, 2020, among Level 3 Parent LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 3.625% Senior Notes due 2029 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.8(h)(ii) toRegistrants 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). f. 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 toRegistrant's Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on January 13, 2021). (i). First Supplemental Indenture, dated as of May 7, 2021, among Level 3 Parent, LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, designating and outlining the terms and conditions of Level 3 Communications, LLCs 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) toRegistrant's Annual Report on Form 10-K (File No. 001-07784) filed with the Securities and Exchange Commission on February 24, 2022). (ii). Second Supplemental Indenture, dated as of May 7, 2021, among Level 3 Parent, LLC, as guarantor, Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 3.750% Sustainability-Linked Senior Notes due 2029 of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.8(h)(ii) toRegistrant's Annual Report on Form 10-K (File No. 001-07784) filed with the Securities and Exchange Commission on February 24, 2022). g. 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 Registrants Current Report on Form 8 K (File No. 001-07784) filed with the Securities and Exchange Commission on March 31, 2023). (i). 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 toRegistrants Quarterly Report on Form 10-Q (File No. 001-07784) for the quarterly period ended September 30, 2023). (ii).* 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 10.500% Senior Secured Notes due 2030. h. 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). (i). 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 toRegistrants Quarterly Report on Form 10-Q (File No. 001-07784) for the quarterly period ended March 31, 2023). 10.1+ Registrant's Second Amended and Restated2018 Equity Incentive Plan, as amended and restated through May 17, 2023(incorporated by reference to Exhibit 10.1 to Lumen Technologies, Inc.sCurrentReport on Form8-K(File No. 001-07784) filed with the Securities and Exchange Commission onMay17, 2023). (i). Form of Restricted Stock Agreement for annual equity grants to non-management directors beginning in 2018 (incorporated by reference to Exhibit 10.1A toRegistrants Quarterly Report on Form 10-Q for thequarterlyperiod 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) toRegistrants 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 Registrants 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 Registrants 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 Registrants 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). (vi) 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 Registrants 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). 10.2+ Registrant's Supplemental Dollars& Sense Plan, 2014 Restatement, effective January1, 2014 (incorporated by reference to Exhibit 10.3 toRegistrant'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). 10.3+ Registrant's Supplemental Defined Benefit Pension Plan, effective as of January1, 2012 (incorporated by reference to Exhibit10.5 toRegistrant's Annual Report on Form10-K for the year ended December31, 2011 (File No.001-07784) filed with the Securities and Exchange Commission on February28, 2012). 10.4+ Registrant's - Short-Term Incentive Plan - Annual (incorporated byreferenceto Exhibit 10.5 toRegistrant's Annual Report on Form10-K for the year ended December 31, 2022 (File No.001-07784) filed with the Securities and Exchange Commission on February 23, 2023). 10.5+ Form of Indemnification Agreement entered into betweenRegistrantand each of its directorson or afterFebruary 24, 2016 (incorporated by reference to Exhibit10.1 toRegistrant's Current Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on February 29, 2016). 10.6+ Form of Indemnification Agreement entered into betweenRegistrantand each of its officerson or afterFebruary 24, 2016 (incorporated by reference to Exhibit10.2 toRegistrant'sCurrent Report on Form8-K (File No.001-07784) filed with the Securities and Exchange Commission on February 29, 2016). 10.7+ Change of Control Agreement, by and between Kate Johnson andRegistrant (incorporated 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 Securities and Exchange Commission on February 23,2023. 10.8+ Form of Change of Control Agreement,on or afterJanuary1, 2011 betweenRegistrantand each of its other executive officers (incorporated by reference to Exhibit10.12 toRegistrant's Annual Report on Form10-K for the year ended December31, 2010 (File No.001-07784) filed with the Securities and Exchange Commission on March1, 2011). 10.9+ Registrant's Amended and Restated Lumen Executive Severance Plan, effective October 10, 2017 (with updated exhibits and branding as of October 2020) (incorporated by reference to Exhibit 10.11 toRegistrants Annual Report on Form 10-K (File No. 001-07784) filed with the Securities and Exchange Commission on February 24, 2022). 10.10+ Amended and Restated CenturyLink,Inc. Bonus Life Insurance Plan for Executive Officers, dated as of April3, 2008 (incorporated by reference to Exhibit10.4 toRegistrant's Quarterly Report on Form10-Q for the period ended March31, 2008 (File No.001-07784) filed with the Securities and Exchange Commission on May7, 2008)and First Amendment thereto (incorporated by reference to Exhibit10.13 toRegistrant's Quarterly Report on Form10-Q for the period ended September30, 2010 (File No.001-07784) filed with the Securities and Exchange Commission on November5, 2010). 10.11+ Registrant'sSupplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.2 toRegistrant's Quarterly Report on Form 10-Q for the period ended March 31, 2022 (File No. 001-07784) filed with the Securities and Exchange Commission on May 4, 2022). 10.12+ Registrant'sNon-Employee Director Deferred Compensation Plan, effective April 18, 2019 (updated for branding as of October 2020) (incorporated by reference to Exhibit 10.15 toRegistrant's Annual Report on Form 10-K (File No. 001-07784) filed with the Securities and Exchange Commission on February 24, 2022). 10.13+ Legacy Qwest Deferred Compensation Plan for Nonemployee Directors, as amended and restated, Amendment to Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit10.2 to Qwest Communications InternationalInc.'s Current Report on Form8-K (File No.001-15577) filed with the Securities and Exchange Commission on December16, 2005 andExhibit10.8 to Qwest Communication InternationalInc.'s Quarterly Report on Form10-Q for the period ended September30, 2008 (File No.001-15577) filed with the Securities and Exchange Commission on October29, 2008) andAmendment No.2011-1 to Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit10.15(c) toRegistrant's Annual Report for the year ended December31, 2011 (File No.001-07784) filed with the Securities and Exchange Commission on February28, 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). a. 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). b. 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). c.* Offer Letterdated December 5, 2022 between Registrant andAshley Haynes-Gaspar. 10.16 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 Registrants Current Report on Form 8-K (File No. 001-07784) filed with the Securities and Exchange Commission on January 25, 2024). 21* Subsidiaries ofRegistrant. 23* Independent Registered Public Accounting Firm Consent. 31.1* Certification of the Chief Executive Officerof LumenTechnologies, Inc.furnished pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial OfficerofLumenTechnologies,Inc.furnished pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Chief Executive Officerof Lumen Technologies, Inc.pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Chief Financial OfficerofLumen Technologies, Inc.pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 97* Registrants Policy Relating to Recovery of Erroneously Awarded Compensation, adopted August 16, 2023.