Document

On May 21, 2025, Lumen Technologies, Inc. (“Lumen” or “the Company”) and certain of Lumen’s indirect wholly owned subsidiaries (collectively, the “Sellers”), entered into a definitive Purchase Agreement (the “Purchase Agreement”) with Forged Fiber 37, LLC (“Purchaser”), an indirect wholly owned subsidiary of AT&T Inc. (“AT&T”) and AT&T DW Holdings, Inc. (“Guarantor”), to sell Lumen’s Mass Markets fiber-to-the-home business in Arizona, Colorado, Florida, Idaho, Iowa, Minnesota, Nebraska, Nevada, Oregon, Utah and Washington (the “Territory”). On February 2, 2026 (the “Closing Date”), pursuant to the Purchase Agreement, as amended and supplemented to date, Lumen completed the sale of its Mass Markets fiber-to-the-home business in the Territory (the “Divestiture”) to the Purchaser in exchange for $5.75 billion of cash consideration, which was reduced by approximately $30 million in closing adjustments and transaction costs, resulting in pre-tax cash proceeds of approximately $5.72 billion. This consideration is further subject to certain post-closing adjustments and indemnities set forth in the Purchase Agreement, as amended and supplemented to date.

Since entering into the Purchase Agreement on May 21, 2025, Lumen has classified the assets and liabilities of the Mass Markets fiber-to-the-home business in the Territory (the “Disposal Group”) as held for sale, measured at the lower of (i) the carrying value when Lumen classified the Disposal Group as held for sale and (ii) the fair value of the Disposal Group, less costs to sell. The combined results of operations of the Disposal Group will no longer be included in Lumen’s consolidated results of operations beginning February 2, 2026.

The following unaudited pro forma condensed consolidated statements of operations of Lumen for the year ended December 31, 2024, and for the nine months ended September 30, 2025 are presented as if the Divestiture occurred as of January 1, 2024 and give effect to the elimination of the net assets and historical financial results of the Disposal Group due to the Divestiture, as well as other pro forma adjustments. These adjustments also reflect the impact of certain commercial agreements with AT&T and its affiliates entered into at the time of the Divestiture which will have a continuing impact on Lumen’s results, as described in the notes to the unaudited pro forma condensed consolidated financial statements. The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 is presented as if the Divestiture had occurred as of September 30, 2025.

Lumen prepares its financial statements in accordance with U.S. Generally Accepted Accounting Principles. The following unaudited pro forma condensed consolidated financial statements are based on information currently available including certain assumptions which are subject to change and certain estimates which may not be realized. They are for informational purposes only and are intended to represent what Lumen’s financial position and results of operations might have been had the Divestiture occurred on the dates indicated, but not to project Lumen’s financial position or results of operations for any future date or period.

The information in the “Lumen Historical” columns in the following unaudited pro forma condensed consolidated financial statements was derived from Lumen’s historical consolidated financial statements for the periods and as of the date presented and includes the impacts of the expected gain on disposal of the Mass Markets fiber-to-the-home business in the Territory. Additionally, the following items are reflected in the “Lumen Historical” columns as indicated below:

The following unaudited pro forma condensed consolidated financial statements and their accompanying notes should be read in conjunction with the consolidated financial statements, their accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Lumen’s Annual Report on Form 10-K for the year ended December 31, 2024 and Lumen’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025.

The unaudited pro forma condensed consolidated financial information has been prepared based upon the best available information and management estimates subject to assumptions described above and in the accompanying notes. The actual financial position and results of operations may materially differ from the pro forma amounts reflected herein due to a variety of factors. The adjustments included in the “Pro Forma Adjustments” column of the unaudited pro forma condensed consolidated financial statements are preliminary and could change as the Company finalizes the Divestiture accounting to be reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026. Management believes these assumptions and adjustments are reasonable, given the information available at the pro forma filing date.



	Lumen Historical		Removal of FttH Business		Pro Forma Adjustments		Lumen Pro Forma
	(In millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,401	—		955	4, 10	3,356
Accounts receivable, net	1,263		—		—		1,263
Assets held for sale	3,787		(3,765)	11	—		22
Other current assets, net	1,256		—		—		1,256
Total current assets	8,707		(3,765)		955		5,897
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment	42,527		—		—		42,527
Accumulated depreciation	(23,420)		—		—		(23,420)
Property, plant and equipment, net	19,107		—		—		19,107
GOODWILL AND OTHER ASSETS
Goodwill	—		—		—		—
Other intangible assets, net	4,411		—		—		4,411
Other assets, net	2,061		—		—		2,061
Total goodwill and other assets	6,472		—		—		6,472
TOTAL ASSETS	$	34,286	(3,765)		955		31,476
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	94	—		(51)	10	43
Accounts payable	1,089		—		—		1,089
Accrued expenses and other liabilities	1,713		—		817	8	2,530
Liabilities held for sale	36		(36)	11	—		—
Current portion of deferred revenue	1,000		—		140	9	1,140
Total current liabilities	3,932		(36)		906		4,802
LONG-TERM DEBT	17,578		—		(4,714)	10	12,864
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes, net	2,314		—		—		2,314
Benefit plan obligations, net	2,140		—		—		2,140
Deferred revenue	6,200		—		304	6, 9	6,504
Other liabilities	3,295		—		—		3,295
Total deferred credits and other liabilities	13,949		—		304		14,253
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred stock	—		—		—		—
Common stock	19,173		—		—		19,173
Accumulated other comprehensive loss	(647)		—		—		(647)
Accumulated deficit	(19,699)		(3,729)	7	4,459	7	(18,969)
Total stockholders' (deficit) equity	(1,173)		(3,729)		4,459		(443)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	34,286	(3,765)		955		31,476



	Lumen Historical		Removal of FttH Business		Pro Forma Adjustments		Lumen Pro Forma
	(In millions, except per share amounts)
OPERATING REVENUE	$	9,361	(575)		56	1, 2	8,842
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	5,011		(24)		14	2	5,001
Selling, general and administrative	2,259		(231)		—		2,028
Depreciation and amortization	2,075		(68)	5	—		2,007
Goodwill impairment	628		—		—		628
Total operating expenses	9,973		(323)		14		9,664
OPERATING (LOSS) INCOME	(612)		(252)		42		(822)
OTHER (EXPENSE) INCOME
Interest expense	(1,004)		—		—		(1,004)
Net loss on early retirement of debt	(666)		—		—		(666)
Other income, net	75		—		34	1	109
Total other (expense) income, net	(1,595)		—		34		(1,561)
(LOSS) INCOME BEFORE INCOME TAXES	(2,207)		(252)		76		(2,383)
Income tax (benefit) expense	(470)		(62)	3	19	3	(513)
NET (LOSS) INCOME	$	(1,737)	(190)		57		(1,870)
BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE
BASIC	$	(1.75)	(0.19)		0.06		(1.88)
DILUTED	$	(1.75)	(0.19)		0.06		(1.88)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC	993,937		—		—		993,937
DILUTED	993,937		—		—		993,937



	Lumen Historical		Removal of FttH Business		Pro Forma Adjustments		Lumen Pro Forma
	(In millions, except per share amounts)
OPERATING REVENUE	$	13,108	(660)		75	1, 2	12,523
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	6,703		(32)		18	2	6,689
Selling, general and administrative	2,972		(306)		—		2,666
Net loss on sale of businesses	17		—		—		17
Depreciation and amortization	2,956		(161)	5	—		2,795
Total operating expenses	12,648		(499)		18		12,167
OPERATING INCOME (LOSS)	460		(161)		57		356
OTHER (EXPENSE) INCOME
Interest expense	(1,372)		—		—		(1,372)
Net gain on early retirement of debt	348		—		—		348
Other income, net	334		—		45	1	379
Total other (expense) income, net	(690)		—		45		(645)
(LOSS) INCOME BEFORE INCOME TAXES	(230)		(161)		102		(289)
Income tax (benefit) expense	(175)		(40)	3	25	3	(190)
NET (LOSS) INCOME	$	(55)	(121)		77		(99)
BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE
BASIC	$	(0.06)	(0.12)		0.08		(0.10)
DILUTED	$	(0.06)	(0.12)		0.08		(0.10)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC	987,680		—		—		987,680
DILUTED	987,680		—		—		987,680

_______________________________________________________________________________

Note (1). These adjustments reflect an estimate of the fees Lumen would have received from the Purchaser during the applicable period for providing transition services to the Purchaser and its affiliates in accordance with a Transition Services Agreement entered into between the parties on the Closing Date (the “TSA”), estimated to be approximately $45 million for the nine months ended September 30, 2025 and $60 million for the year ended December 31, 2024, with a portion of these fees recognized in other income and a portion as operating revenue, based on the service provided. Under the TSA, Lumen began providing transition services upon the February 2, 2026 completion date of the Divestiture. These transition services are expected to have a recurring impact and are provided for the sole purpose of supporting the operations of the Disposal Group after the Divestiture. The terms of services to be provided under the TSA generally range from six to twenty-four months, subject to the Purchaser’s right to extend the term of certain services for an additional period up to at least twelve months and to terminate early the term of any service.

Note (2). These adjustments reflect an estimate of the aggregate impact of commercial agreements of approximately $45 million of additional operating revenue and $14 million of additional operating expense for the nine months ended September 30, 2025 and $60 million of additional operating revenue and $18 million of additional operating expense for the year ended December 31, 2024 that would have been realized during the applicable periods under the following agreements entered into between Lumen (and its affiliates) and the Purchaser (and its affiliates) on the Closing Date:

Additionally, a Lumen subsidiary will provide the Purchaser the right to use specific fibers in Lumen’s retained network infrastructure under an Indefeasible Right to Use Agreement for an initial term of twenty years with an option to extend under the terms of the arrangement. As described in Note 6, a transaction price allocation has been made for the estimated fair value of the off-market component of this arrangement. This value reflects current estimates and is subject to change as the Company finalizes assumptions for the fair value of all commercial agreements executed in conjunction with the Divestiture. The operating revenue adjustments include non-cash revenue of $5 million for the nine months ended September 30, 2025 and $7 million for the year ended December 31, 2024 resulting from the pro forma amortization of the deferred revenue purchase price allocation for this agreement.

Note (3). These adjustments represent an estimate of the tax impact of the Divestiture and the transactions between the parties under the agreements summarized in Notes (1) and (2), as well as the tax impacts corresponding to all other pro forma adjustments noted within. In determining the tax rate to apply for the adjustments under the “Removal of FttH Business” and “Pro Forma Adjustments” heading, the Company used the U.S. statutory and blended state rate in effect for the periods presented, which was 24.56% for both the nine months ended September 30, 2025 and for the year ended December 31, 2024.

Note (5). Effective with the designation of the Disposal Group as held for sale on May 21, 2025, Lumen suspended recording depreciation of property, plant and equipment while these assets were classified as held for sale. For the year ended December 31, 2024 and the nine months ended September 30, 2025, Lumen recognized $161 million and $68 million of depreciation and amortization, respectively, prior to the held for sale classification. These adjustments include the removal of depreciation and amortization expense that was recognized in the historical periods presented prior to the designation of the divested assets as held for sale.

Note (6). The adjustment includes an estimate of the transaction price allocation for the impact of the fair value of an off-market component related to the Indefeasible Right to Use agreement described in Note (2).The estimate reflects current estimates and is subject to change as the Company finalizes assumptions for the fair value of the commercial agreements executed in conjunction with the Divestiture.

Note (9). The adjustment includes a credit of $310 million to be provided to the Purchaser for services that will be performed subsequent to January 1, 2026 under commercial agreements described in the Notes above, $140 million of which may be utilized by the Purchaser during the first year from the effective date of the agreements. The pro forma adjustments reflect the impact of recording both a short-term and a long-term deferred revenue as part of the final closing adjustments.

Note (10). On or about February 2, 2026, the Company applied approximately $4.76 billion of the proceeds from the Divestiture to voluntarily prepay its superpriority notes and loans. The prepayments include $439 million for the Lumen Technologies, Inc. Superpriority 10.000% Notes with a maturity date of October 15, 2032 and $808 million for the Lumen Technologies, Inc. Superpriority 4.125% Notes of which $477 million have a maturity date of April 15, 2030 and $331 million mature April 15, 2029. Additionally, the voluntary prepayments include $338 million for the Lumen Technologies, Inc. Superpriority Term Loan A and $3.18 billion for the Lumen Technologies, Inc. Term Loans B-1 and B-2, representing full repayment of these facilities. As of September 30, 2025, $51 million was included in Current maturities of long-term debt. These payments exclude the associated (i) changes in unamortized premiums and debt issuance costs, net and (ii) accrued interest paid in connection with completing this transaction.

In the accompanying Lumen Historical balance sheet as of September 30, 2025, the assets and liabilities of the Disposal Group have been classified as held for sale and have been measured at the lower of (i) the carrying value when Lumen classified the Mass Markets fiber-to-the-home business in the Territory as held for sale and (ii) the fair value of the Mass Markets fiber-to-the-home business in the Territory, less costs to sell.


	September 30, 2025 (in millions)
Assets held for sale
Accounts receivable, less allowance of $1	$	13
Other current assets, net	16
Property, plant and equipment, net of accumulated depreciation of $742	2,370
Goodwill	1,336
Other assets, net	30
Total assets held for sale	$	3,765

Liabilities held for sale
Other current liabilities	$	3
Current portion of deferred revenue	32
Other non-current liabilities	1
Total liabilities held for sale	$	36