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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 6, 2024
Lumen Technologies, Inc.
(Exact name of registrant as specified in its charter)
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| Louisiana | | 001-7784 | | 72-0651161 | |
| (State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) | |
| | | | | | | | | | | |
| 100 CenturyLink Drive | | |
| Monroe, | Louisiana | | 71203 |
| (Address of principal executive offices) | | (Zip Code) |
(318) 388-9000
(Telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, par value $1.00 per share | | LUMN | | New York Stock Exchange |
| Preferred Stock Purchase Rights | | N/A | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 2.02. | Results of Operations and Financial Condition. |
On August 6, 2024, Lumen Technologies, Inc. (the “Company” or “we” or “us”) issued a press release announcing operating results for the second quarter of 2024. A copy of the Earnings Release is furnished herewith as Exhibit 99.1 and is incorporated into this Current Report on Form 8-K by reference. More complete information about our operating results will be included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which we expect to file in the near term with the U.S. Securities and Exchange Commission.
The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing, and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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Item 7.01. | Regulation FD Disclosure. |
A copy of the slide presentation that the Company will present regarding its operating results during the teleconference beginning at 5:00 p.m. Eastern time on August 6, 2024 is attached to this Current Report on Form 8-K as Exhibit 99.2. The investor presentation material is also available on the “Investors” page of the Company’s website (http://www.lumen.com).
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in Exhibit 99.1 and Exhibit 99.2 are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements. Factors that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements are described in Exhibit 99.1 and Exhibit 99.2. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
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| Item 9.01. | Financial Statements and Exhibits. |
(d)The following exhibits are furnished with this Current Report on Form 8-K:
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| Exhibit No. | | Description |
| Exhibit 99.1 | | |
Exhibit 99.2 | | |
| Exhibit 104 | | Cover page formatted as Inline XBRL and contained in Exhibit 101. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., has duly caused this Current Report to be signed on its behalf by the undersigned officer hereunto duly authorized.
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| LUMEN TECHNOLOGIES, INC. |
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Date: August 6, 2024 | By: | /s/ Andrea Genschaw |
| | Andrea Genschaw |
| | Senior Vice President, Controller |
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