QWEST CORP

Our operations and financial results are subject to various risks and uncertainties, which could adversely affect our business, financial condition or future results. We recommend that you carefully consider (i) the other information set forth in this report and (ii) the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, which are supplemented by the disclosure immediately below:

Our affiliates may not realize some or all of the anticipated benefits from completing our debt transactions on March 22, 2024.

On March 22, 2024, Lumen, Level 3 and we completed transactions contemplated under our amended and restated transaction support agreement dated as of January 22, 2024, including extending the maturities of a substantial portion of Lumen’s consolidated near-term debt obligations, obtaining new credit facilities and raising $1.325 billion in new Level 3 debt capital. In connection with announcing the closing of these transactions, we indicated that they would provide Lumen and its subsidiaries with additional time to transform their operations and improve their consolidated financial performance.

In completing these transactions, Lumen and its subsidiaries incurred substantial transaction expenses, agreed to pay higher levels of interest and committed to more restrictive debt covenants, which collectively could have important consequences, including (i) limiting the ability of Lumen and its subsidiaries to obtain additional financing to fund future debt maturities, working capital, capital expenditures, acquisitions or other general corporate requirements, and increasing their cost of borrowing; (ii) requiring a substantial portion of their cash flows to be dedicated to payments on debt obligations instead of for other purposes; and (iii) various other potentially adverse consequences of carrying significant debt, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. Moreover, the extension of Lumen’s consolidated debt maturities may not afford it a sufficient amount of time to implement its transformation plans. For all these reasons and more, Lumen and its subsidiaries may not realize some or all of the anticipated benefits from completing the March 22, 2024 transactions.