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Item 1. Business

2026-02-20 compared with 2025-02-20 · 336 added, 281 removed, 113 unchanged (85% of the section changed)

Business Overview and Purpose

We are a networking company with the goal of connecting people, data, and applications quickly, securely and effortlessly.

We are unleashing the world's digital potential by providing a broad array of integrated products and services to our domestic and global Business customers and our domestic Mass Markets customers.

Business Overview

We are a leading digital networking services company, empowering enterprise businesses to fuel growth in a multi-cloud, AI-first marketplace by connecting people, data, and applications quickly, securely, and effortlessly.

We are unleashing the world's digital potential by providing a broad array of integrated products and services to our customers.

As of December 31, 2025, we had two segments, comprised of our Business segment, serving domestic and global customers, and our Mass Markets segment, serving domestic customers.

We operate one of the world’s most interconnected communications networks.

Our platform empowers our customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access, and reduce costs, which allows our customers to rapidly evolve their IT programs to address dynamic changes.

Our specific products and services are detailed below under the heading “Segments and Products & Services.”

We conduct our operations under the following four brands:

• "Lumen," which is our flagship brand for serving the enterprise and wholesale markets, including our Private Connectivity Fabric SM ("PCF") network architecture, Lumen Digital products, and our priority services including Edge, Network-as-a-Service and cybersecurity;

• "Quantum Fiber," which is our brand for providing fiber-based broadband services to residential and small business customers;

• "CenturyLink," which is our long-standing brand for providing primarily mass-marketed copper-based communications services, which we manage for cash flow;

• "Black Lotus Labs," which is our cyberthreat research and intelligence arm.

With approximately 163,000 fiber on-net buildings and 340,000 route miles of fiber optic cable globally, we are among the largest providers of communications services to domestic and global enterprise customers.

Our specific products and services are detailed below under the heading “Products and Services.”

On May 21, 2025, we entered into a definitive agreement to sell our Mass Markets Fiber-to-the-Home business in 11 states (the "Territory") to AT&T.

On February 2, 2026, we completed our sale of our Mass Markets Fiber-to-the-Home business in the Territory ("Mass Markets Fiber-to-the-Home business") to AT&T in exchange for gross cash proceeds of $5.75 billion, subject to post-closing adjustments (the "Mass Markets Fiber-to-the-Home divestiture").

We conduct our operations under the following brands:

Our flagship brand for serving the enterprise and wholesale markets, including our PCF network architecture, Lumen Digital products, and our priority services including Edge, Network-as-a-Service and cybersecurity;

• CenturyLink :

Our long-standing brand for providing primarily mass-marketed copper-based communications services, which we manage for cash flow;

• Black Lotus Labs :

Our cyberthreat research and intelligence arm.

Prior to our Mass Markets Fiber-to-the-Home divestiture, we operated our fiber-based broadband services to residential and small business customers under Quantum Fiber.

With approximately 163,000 fiber on-net buildings and over 340,000 route miles of fiber optic cable globally as of December 31, 2025, we are among the largest providers of communications services to domestic and global enterprise customers.

Our terrestrial fiber optic long-haul network throughout North America and Asia Pacific connects to metropolitan fiber networks that we operate.

As further discussed immediately below under the heading “Acquisitions and Divestitures,” we sold (i) both our Latin American business and a portion of our incumbent local exchange carrier ("ILEC") business during 2022 and (ii) our business conducted in Europe, the Middle East and Africa ("EMEA") during 2023.

For a discussion of certain risks applicable to our business, see “Risk Factors” in Item 1A of Part I of this report.

Acquisitions and Divestitures

Since being incorporated in 1968, we have grown principally through acquisitions.

By 2008, we had become one of the largest providers of rural telephone services in the United States.

We subsequently acquired Embarq Corporation in mid-2009, Qwest Communications International Inc.

in early 2011 and Level 3 Communications, Inc.

in late 2017.

These acquisitions substantially expanded our geographic footprint, reduced our focus on providing legacy telecommunications services to retail customers, and increased our focus on providing more modern technology and communications services to Business customers.

We continue to evaluate the possibility of acquiring additional assets or divesting assets in exchange for cash, securities or other properties, and at any given time may be engaged in discussions or negotiations regarding additional acquisitions or divestitures.

Since being incorporated in Louisiana in 1968, we have grown principally through acquisitions, increasing our focus on providing more modern technology and communications services to our customers.

Key acquisitions include:

• acquired Embarq Corporation in 2009;

• acquired Qwest Communications International Inc.

• acquired Level 3 Communications, Inc.

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Over the past few years we have also made strategic divestitures to position ourselves to grow as a leading digital network services company that delivers ubiquitous, universal connectivity to enterprises.

Key divestitures include:

• divested Latin American business and a portion of our incumbent local exchange carrier ("ILEC") business primarily conducted in 20 states in 2022;

• divested our Europe, the Middle East and Africa ("EMEA") business in 2023;

• Subsequent event — February 2, 2026:

divested our Mass Markets Fiber-to-the-Home business in the Territory to AT&T.

See Note 2 — Divestitures in Item 8 for additional information on these transactions.

We continue to evaluate the possibility of acquiring or divesting assets in exchange for cash, securities or other properties, and at any given time may be engaged in discussions or negotiations regarding such possibilities.

We generally do not announce our acquisitions or divestitures until we have entered into a preliminary or definitive agreement.

Divestitures of Businesses

On August 1, 2022, affiliates of Level 3 Parent, LLC, an indirect wholly-owned subsidiary of Lumen Technologies, Inc., sold Lumen’s Latin American business.

On October 3, 2022, we and certain of our affiliates sold the portion of our facilities-based ILEC business primarily conducted within 20 Midwestern and Southeastern states (and retained the remainder of this business, which is conducted in 17 states, primarily in the Western United States).

On November 1, 2023, affiliates of Level 3 Parent, LLC sold Lumen's operations in EMEA.

See Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses to our consolidated financial statements in Item 8 of Part II of this report for additional information on these transactions.

Financial Highlights

The following table summarizes the results of our consolidated operations:

Years Ended December 31,

(Dollars in millions)

Operating revenue $ 13,108 14,557 17,478

Operating expenses 12,648 24,141 17,383

Operating income (loss) $ 460 (9,584) 95

Net loss $ (55) (10,298) (1,548)

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(1) During 2023 and 2022, we recorded non-cash, non-tax-deductible goodwill impairment charges of $10.7 billion and $3.3 billion, respectively.

For additional information, see Note 3—Goodwill, Customer Relationships and Other Intangible Assets to our consolidated financial statements in Item 8 of Part II of this report.

During 2024, 2023 and 2022, approximately 2.8%, 6.5% and 8.6%, respectively, of our consolidated revenue was derived outside the U.S.

The following table summarizes certain selected financial information from our consolidated balance sheets:

As of December 31,

(Dollars in millions)

Total assets $ 33,496 34,018

Total long-term debt (1)

17,906 19,988

Total stockholders' equity 464 417

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(1) For additional information on our total long-term debt, see Note 7—Long-Term Debt and Credit Facilities to our consolidated financial statements in Item 8 of Part II of this report.

For information on our total obligations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Future Contractual Obligations" in Item 7 of Part II of this report.

The summary financial information appearing above should be read in conjunction with, and is qualified by reference to, our consolidated financial statements and notes thereto in Item 8 of Part II of this report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of this report.

Our over-arching strategic goal is to digitally connect people, data, and applications quickly, securely, and effortlessly.

Our strategic goal is to be the trusted provider of network services and to digitally connect people, data, and applications quickly, securely, and effortlessly.

To attain this goal, we strive to, among other things:

• deliver best in class infrastructure to meet network, transport, data, and computing needs;

• deliver best in class physical infrastructure to meet network, transport, data, and computing needs;

• optimize and innovate the way locations, data centers, and clouds connect;

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• continue to monetize our network-related assets, principally through the sale of PCF solutions;

• expand our network capacity through our AI backbone initiative;

• execute on our Quantum Fiber buildout plan;

• expand our network capacity through our artificial intelligence ("AI") backbone initiative;

• manage our non-core business for cash flow;

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Employees and Human Capital Resources

To position Lumen for growth and success, we have made changes to our senior leadership team that have played a critical role in modernizing our business, attracting new talent and invigorating our culture.

Lumen’s highly competitive business requires attracting, developing and retaining a motivated team inspired by leadership, engaged in meaningful work, motivated by career growth opportunities and thriving in a culture where teamwork, trust, and transparency drive both individual and collective success.

Understanding and anticipating the priorities of our current and future employees is important to our future success.

We aim to bring together the best mix of talent to develop the brightest ideas to transform industries across the globe.

At December 31, 2024, we had approximately 25,000 employees world-wide, including approximately 3,400 outside the U.S.

To drive growth and success, we’ve strengthened our senior leadership team, modernized our business, and energized our culture.

We strive to attract, develop, and retain a workforce that is inspired by strong leadership, engaged in meaningful work, and motivated by career growth opportunities.

Our goal is to foster a culture where teamwork, trust, and transparency empower thriving employees to achieve both individual and collective success.

We aim to attract broad talent to develop innovative ideas that transform industries worldwide.

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As of December 31, 2025, we employed approximately 24,000 employees globally, including approximately 3,400 outside the U.S.

Attracting, Developing and Retaining Talent

Our recruiting, development and retention objectives focus on treating talent as a differentiator and a leading indicator of business performance.

We strive to hire and retain the best talent available to provide outstanding opportunities for career advancement and to champion fair selections and best hiring practices.

We have implemented a rigorous hiring process and established a framework of competency-based success profiles and regular career development and training programs, which we believe empower our employees to pursue their professional goals and improve employee engagement and retention.

We invest in broad-based development for our employees in various ways such as skills-building programs, on-demand learning options, tuition reimbursement and tailored intern and mentoring programs, along with a suite of leadership development courses.

We have increased our focus on fostering internal mobility and providing more visibility and career advancement opportunities to our workforce through our internal communications platforms.

We support this culture of growth through a robust learning ecosystem, offering approximately 8,900 courses within our learning management system, the majority of which are Lumen-specific content, and a vast library of over 150,000 resources on our learning platform.

Developing strong leaders who can move our company forward is a priority for Lumen.

We view talent as a key differentiator and a leading indicator of performance.

Our goal is to hire and retain top talent, provide exceptional opportunities for career growth, and uphold fair, transparent hiring practices.

To achieve this, we’ve implemented a rigorous hiring process supported by competency-based success profiles and ongoing career development programs.

These initiatives empower employees to pursue their professional goals while strengthening engagement and retention.

We invest in broad-based development through:

• skills-building programs and on-demand learning options;

• tuition reimbursement;

• tailored internship and mentoring programs;

• a suite of leadership development courses.

We also prioritize internal mobility and career visibility and advancement opportunities through enhanced communication platforms and a robust learning ecosystem.

We support this culture of growth through a robust learning ecosystem, offering approximately 160,000 courses within our learning management system, including around 8,000 Lumen-specific courses, ensuring employees have the tools to grow and succeed.

As we build the backbone for the AI economy, we are committed to making AI learning accessible for all employees through high-quality resources.

Our AI Literacy program equips our employees with foundational knowledge of AI, its applications, and its ethical considerations.

Developing strong leaders who can drive our company forward remains a top priority.

We gauge the efficacy of our programs, identify opportunities for improvement, and pursue solutions through tracking and analyzing data in a variety of ways, including conducting annual talent reviews and measuring our progress toward goals specified in our talent programs.

Positive Corporate Culture

At Lumen, we are focused on transforming our business and delivering results for our colleagues, customers, partners, and shareholders.

Our employees are critical to Lumen's success and we believe creating a winning culture and teams with different skills, perspectives, experiences, and backgrounds is essential to attracting and retaining engaged employees.

Lumen is transforming from the bottom up, by building a culture of teamwork, trust, and transparency.

We will continue to recruit and retain the best talent based on individual merit and to create a respectful and engaged workplace.

We want our employees to be proud to work with us and fully engaged to share in our purpose to unleash the world's digital potential.

Lumen adheres to the principles set forth in its Code of Conduct, and will always endeavor to fully comply with local, state, and federal laws and regulations.

Health & Wellness

We are committed to promoting the health, safety and well-being of our people, partners, and the communities we serve.

Lumen strives to outperform the industry average safety performance as we continue our investments in programs and training to support health and safety.

Our aim is to help all of our employees to thrive, and we regularly re-evaluate how to best support our employees’ well-being through benefits and resources.

We invest in the physical, mental, and emotional well-being of our people through a comprehensive suite of benefits.

Our benefit and wellness programs are designed to drive engagement that positively impacts our culture, job satisfaction, recruiting and retention programs.

We offer progressive employee benefits and enhancements that recognize the unique needs of our people and their families.

At Lumen, our goal is to transform our business and deliver value to colleagues, customers, partners, and shareholders.

Our employees are the foundation of Lumen's success, and we believe that fostering a winning culture built on diverse skills, perspectives, and experiences, is essential to attracting and retaining engaged talent.

We are driving transformation from the ground up by promoting teamwork, trust, and transparency.

Our focus remains on recruiting and retaining top talent based on individual merit, creating a respectful and inclusive workplace, and inspiring pride in our shared purpose to unleash the world's digital potential.

Guided by our Code of Conduct, we strive to uphold the highest standards of integrity and comply fully with all applicable laws and regulations.

Health and Wellness

At Lumen, our focus is the health, safety, and well-being of our employees, partners, and communities.

We continually invest in programs and training to exceed industry safety standards and create an environment where people can thrive.

Our programs include:

• industry-leading safety initiatives that set a high benchmark for performance;

• comprehensive benefits supporting physical, mental, and emotional health;

• wellness programs designed to boost engagement, satisfaction, and retention;

• progressive benefits tailored to the unique needs of employees and their families.

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We regularly evaluate and enhance our offerings to ensure they meet evolving needs.

By prioritizing well-being, we strengthen our culture, improve job satisfaction, and support recruiting and retention — helping every employee reach their full potential.

Labor Relations

At December 31, 2024, approximately 21% of our U.S.

As of December 31, 2025, approximately 20% of our U.S.

workforce was represented by a union, either the Communications Workers of America or the International Brotherhood of Electrical Workers.

A small number of our overseas employees are represented by unions or another representative body.

We recognize the critical role that our supervisors and managers play in fostering a productive and respectful work environment, and we encourage employees to work directly with their supervisors, where possible, to efficiently and effectively resolve workplace concerns.

We also respect our employees’ rights to voluntarily establish and join unions and similar associations without unlawful interference.

We strive to work collaboratively with the unions, councils and associations that represent our workers.

A small number of our overseas employees are represented by unions or other representative bodies.

We respect employees’ rights to organize and work collaboratively with unions, and we strive to maintain collaborative, constructive relationships with the unions, councils and associations that represent our workers.

We encourage employees to collaborate directly with their supervisors whenever possible to resolve workplace concerns promptly and effectively.

Customer Success

Our customers range from individual households to global enterprises.

Whether our network supports remote education to under-served communities or a multi-national work-from-home enterprise, all customers are impacted by the quality and reliability of our products and services.

Understanding how each customer accesses and uses our products and services informs the type of customer engagement to best meet their expectations.

Our commitment to staying abreast of our customers’ needs is evident in our Customer Advisory Board, a forum where some of our largest customers gather twice a year to discuss emerging technology trends.

In addition, the Lumen Customer Community is an interactive online platform designed exclusively for Lumen customers which serves as a central hub where customers can connect with each other and access valuable resources.

We believe a strong experience leads to satisfied customers and engaged employees who are encouraged to recommend innovative solutions.

We highly value both customer and employee suggestions.

We offer our customers several channels for communicating with us, including voice, text, email, chat and social media.

We are driving towards a digital-first culture that enables our customers to configure, order and rapidly deploy our services through an all-digital, self-service set of tools.

Since 2019, we have hosted an annual customer experience event, during which we invite customers to collaborate directly with us.

While careful listening to customers is the best source of customer experience feedback, we believe incorporating employee feedback is the most effective way to collect comprehensive data to continuously improve.

We regularly invite our front-line employees to provide feedback on opportunities to improve our capabilities.

At Lumen, every customer matters.

Our growing base of enterprise customers relies on the quality and reliability of our solutions to achieve their business objectives.

Understanding how they use our solutions helps us deliver experiences that support those outcomes.

Our commitment to staying abreast of our customers’ needs is evident through our:

• Lumen Advisory Board :

A forum where our major customers meet twice a year to discuss emerging technology trends and shape strategy.

• Lumen Customer Community :

An interactive online platform designed exclusively for Lumen customers to connect with each other and access valuable resources.

• Annual customer experience event :

A collaborative platform where customers and Lumen engage directly to share feedback, explore emerging technologies, and co-create solutions for the future.

Our customer focus drives strong experiences that are designed to build loyalty and employee engagement.

Engaged employees champion innovative solutions.

Feedback drives progress, and we highly value suggestions from both customers and employees.

Our digital-first approach empowers customers to configure, order, and rapidly deploy services seamlessly through an all-digital, self-service set of tools.

Partners and Vendors

We leverage a digital ecosystem of trusted partners to help us innovate and grow.

We seek to engage with those partners and vendors who best contribute to our customers’ success.

Lumen seeks to co-innovate with a comprehensive group of strategic partners to create solutions focused on our customers' business and IT requirements.

Through our open and interoperable approach, we seek to identify the optimal platform for serving our customers – whether ours or a third party’s.

When necessary, Lumen incorporates market-leading technologies to optimize application performance and streamline integration throughout the IT stack to ensure seamless integration and interoperability.

Lumen has collaborated with a host of technology partners, in an effort to integrate different technologies to improve our products and services.

We believe this collaboration has strengthened our capability to tailor and manage scalable solutions that customers control.

Given these efforts to better serve our customers, we are materially reliant on a wide range of vendors to support our organization and partners to support our strategy.

We work with, and rely on, other communications companies that lease us transmission capacity or sell us various services necessary for our current operations, as well as a wide range of software, hardware and equipment suppliers.

We believe that co-innovating with other companies enables us to more rapidly improve our customer offerings.

We leverage a digital connected ecosystem of trusted partners to help us innovate and grow.

This ecosystem expands how we design, deliver, and scale solutions to best support our customers' success as the trusted network for AI.

We work with strategic partners to co-innovate and deliver customer-driven solutions that integrate leading technologies, support diverse business and technology needs, and ensure seamless connectivity and interoperability.

To support this model, we rely on a broad range of partners extending AI on ramps with hyperscalers, delivering secure network solutions, and providing essential services such as transmission capacity, software, hardware, and equipment.

These relationships are foundational to how we serve customers.

We believe that by building and operating within a connected ecosystem, we accelerate improvement, reduce friction, and increase the value customers realize from our solutions.

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Environmental Stewardship and Sustainability

We believe our commitment to environmental sustainability promotes the financial health of our business and strengthens our relations with our employees, communities, customers and investors.

Lumen's Sustainability Management Committee (“SMC”) is the driving force behind our comprehensive sustainability program, including the monitoring of climate-related issues.

This cross-functional committee, composed of senior and seasoned leaders from diverse areas of our business, is responsible for driving our sustainability agenda with our Board of Directors and senior leadership.

The SMC often works closely with Lumen's Environment, Health and Safety ("EHS") team, a management-level group responsible for overseeing and implementing our EHS and environmental sustainability initiatives.

Our EHS program focuses on the following key areas:

We believe our sustainability efforts support and promote the financial health of our business and strengthen relationships with our employees, communities, customers, and investors.

As we continue to expand digital connections globally, Lumen remains dedicated to minimizing our environmental footprint.

We collaborate cross-functionally to implement our sustainability strategy in partnership with our Board of Directors and senior leadership.

We work together to help meet our sustainability goals and regulatory obligations.

Environmental Sustainability Key Focus Areas include:

• Environmental compliance and management :

The Lumen EHS team assesses and reviews our company programs, operational facilities and waste management vendors.

We assess and review our Company programs, operational facilities and waste management vendors.

We monitor environmental legislative activity and collaborate with other internal groups to develop documented practices and procedures designed to support compliance with applicable laws and regulations.

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In an effort to reduce our carbon footprint, we continue to identify and implement energy efficiency and greenhouse gas ("GHG") emissions reduction initiatives.

We recently announced early achievement of our 2018-2025 science-based GHG emissions-reduction targets and we are proud to have exceeded our targets ahead of schedule.

We remain committed to exploring ways to reduce GHG emissions through our operational, customer and employee initiatives.

We recently announced achievement of our 2018-2025 science-based GHG emissions-reduction targets.

To guide the next phase of our sustainability journey, we have set new science-based GHG emissions reduction targets and developed an Energy Efficiency and Innovation Plan.

We remain focused on exploring ways to reduce GHG emissions through our operational, customer and employee initiatives.

Lumen uses the World Resource Institute’s Aqueduct Water Risk Atlas to assess susceptibility to future water stress across our areas of operation.

We strive to reduce our water consumption, especially in the water-stressed communities where we operate.

We strive to reduce our water consumption, especially in water-stressed communities where we operate.

We track our usage, monitor trends, and implement measures to enhance efficiency and reduce discharge.

We are committed to reusing and recycling products, carefully managing our waste and minimizing material use throughout our operations.

We encourage customers to return to us their equipment, which is then either reused or sent to a certified recycler.

We aim to reuse and recycle products, carefully manage our waste and minimize material use throughout our operations.

We encourage customers to return their equipment to us, which is then either reused or sent to a certified recycler.

This and other programs enable us to divert electronic and communications equipment from landfills.

• Supplier environmental assessment :

We expect our suppliers to embrace and share our commitment to compliance and sustainability efforts.

We expect our suppliers to embrace and share our focus on compliance and sustainability efforts.

As reflected in our Supplier Code of Conduct, we expect our suppliers to use reasonable efforts to employ environmentally preferred and energy-efficient services, and to work with their own suppliers to assess and address environmental and sustainability issues within their supply chains.

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We evaluate various climate-related risks to our ongoing operations when we consider expanding our network or facilities.

Our comprehensive business continuity program focuses on prevention, collaboration, communication, response and recovery to assist us in quickly resolving disruptive events.

Weather events such as severe flooding, wildfires and hurricanes can impact our ability to deliver services, so business resiliency and adaptability is key to the long-term viability of our business.

Our business continuity program focuses on prevention, collaboration, communication, response and recovery to assist us in quickly resolving disruptive events.

Weather events such as severe flooding, wildfires and hurricanes can impact our ability to deliver services, so business resiliency and adaptability are key to the long-term success of our business.

• Occupational health and safety :

We conduct risk assessments, review safety incident data and monitor health and safety legislation to develop policies and procedures designed to minimize safety hazards and support compliance with applicable laws and regulations.

We continuously monitor safety performance to identify trends and evaluate opportunities to eliminate or reduce the risks of workplace hazards.

Our network, through which we provide most of our products and services, consists of fiber-optic and copper cables, high-speed transport equipment, electronics, voice switches, data switches, routers, and various other equipment.

We operate part of our network with leased assets, and a substantial portion of our equipment with licensed software.

At December 31, 2024, our network (owned and leased) included approximately 340,000 route miles of fiber optic plant, most of which consists of "long-haul" fiber connecting major metropolitan centers and the remainder of which is "metro" fiber that connects buildings within the metropolitan markets we serve.

We also own copper-based network infrastructure and multiple gateway and transmission facilities used in connection with operating our network throughout North America.

At December 31, 2024, our domestic network connected to (i) approximately 163,000 buildings, which we refer to as “fiber on-net” buildings, located in 226 metropolitan markets serving our enterprise customer base and (ii) approximately 22.0 million broadband-enabled units capable of receiving our Mass Markets broadband services across 17 states.

At December 31, 2024, approximately 4.2 million of our 22.0 million Mass Markets broadband-enabled units were capable of receiving services from our fiber-based infrastructure, with the remainder connected with copper-based infrastructure.

Our domestic network also included at such date central office and other equipment that enables us to provide telephone service as an ILEC.

As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of this report and Note 2—Divestitures of the Latin American, ILEC and EMEA Businesses to our consolidated financial statements in Item 8 of Part II of this report, we sold portions of our network during 2022 and 2023.

As noted elsewhere in this report, we view our network as one of our most critical assets.

We have devoted, and plan to continue to devote, substantial resources to (i) simplify and modernize our network and legacy systems, (ii) retire aging or obsolete systems and plant and (iii) expand our network to address demand for enhanced or new products.

A key element of our network expansion plan is our Quantum Fiber buildout project.

Under this project, we plan to construct additional fiber optic infrastructure over the next few years to enable us to provide Quantum Fiber broadband services to several million additional urban and suburban locations in our remaining ILEC markets.

Although we own most of our network, we lease a substantial portion of our fiber network from several other communication companies under arrangements that will periodically need to be renewed or replaced to support our current network operations.

As a critical infrastructure provider, we and our customers are a constant target of cyber-attacks from a wide range of intruders, including advanced persistent threat actors.

From time to time in the ordinary course of our business, we experience security incidents and disruption in our services.

We develop and maintain systems and programs designed to protect against cyber-attacks and network outages.

The development, maintenance and operation of these systems and programs is costly and requires ongoing monitoring and updating as technologies change and efforts to bypass security measures become more sophisticated and evolve rapidly.

For additional information regarding risks relating to our systems, network assets, network operations, capital expenditure requirements and reliance upon third parties, see “Risk Factors” in Item 1A of Part I of this report.

We compete in a dynamic and highly competitive market in which demand for high-speed, secure data services continues to grow.

We expect continued intense competition from a wide variety of sources under these evolving market conditions.

In addition to competition from large international communications providers, we are facing competition from a growing number of sources, including systems integrators, hyperscalers, cloud service providers, software networking companies, infrastructure companies, cable companies, wireless service providers, device providers, resellers and smaller niche providers.

Our ability to compete hinges upon effectively enhancing and better integrating our existing products, introducing new products on a timely and cost-effective basis, meeting changing customer needs, providing high-quality information security to build customer confidence and combat cyber-attacks, extending our core technology into new applications and anticipating emerging technological and industry changes.

Depending on the applicable market and services, competition can be intense, especially if competitors in the market have network assets better suited to customer needs, faster transmission speeds, lower prices, or a longer history of providing service in the market.

We compete to provide services to Business customers based on a variety of factors, including the comprehensiveness and reliability of our network, our data transmission speeds, price, the latency of our available network services, the scope of our integrated offerings, the reach and peering capacity of our IP network, digital ordering capabilities, ease of access and use, billing simplicity and customer service.

We continue to experience pricing pressure for several of our products and services due to a wide array of large communications companies and systems integrators providing high-speed fiber services to enterprise and wholesale business customers and other companies that market slower-speed non-fiber services typically at lower prices to more price-sensitive customers.

Competition to provide broadband services to our Mass Markets customers remains high.

Market demand for our broadband services could be adversely affected by (i) advanced wireless data transmission technologies, including fixed wireless and low-earth-orbit satellite services, and (ii) continued enhancements to cable-based services, each of which generally provides faster average broadband transmission speeds than our copper-based infrastructure.

In addition, several established or new communications companies, infrastructure companies or municipalities have built or are building new fiber-based networks to provide high-speed broadband services in existing or unserved markets, frequently with the support of governmental subsidies.

Our network expansion and innovation strategy is focused largely on addressing these competitive pressures.

To meet these demands and remain competitive, we are continuing to invest in network capacity, security, reliability, flexibility and design innovations, including through our Quantum Fiber buildout initiatives.

For our traditional voice services, providers of wireless voice, social networking, videoconferencing and electronic messaging services are significant competitors as many customers are increasingly using these services to communicate, resulting in the long-term systemic decline in our traditional voice services.

Other potential sources of competition include non-carrier systems that are capable of bypassing our local networks, either partially or completely, through various means.

Developments in software have permitted new competitors to offer affordable networking products that historically required more expensive hardware investment.

We anticipate that all these trends will continue to decrease use of our voice network.

We continue to operate various ILECs, which are obligated under federal law to permit competitors to interconnect their facilities to the ILEC’s network and to take various other steps that are designed to promote competition, including obligations to (i) negotiate interconnection agreements in good faith, (ii) provide nondiscriminatory “unbundled” access to specific portions of the ILEC’s network and (iii) permit competitors to physically or virtually collocate their plant on the ILEC’s property.

Consequently, our ILECs face competition from competitive local exchange carriers ("CLECs"), which typically provide competing services through (i) reselling an ILEC’s local services, (ii) using an ILEC’s unbundled network elements, (iii) operating their own facilities, or (iv) a combination thereof.

Additional information about competitive pressures is located under the heading “Risk Factors—Business Risks” in Item 1A of Part I of this report.

Sales and Marketing

Sales Channels

Our enterprise sales and marketing approach focuses on solving complex customer problems with advanced technology and network solutions – striving to make core networks services compatible with digital tools.

We also rely on our call center personnel and a variety of channel partners to promote sales of services that meet the needs of our customers.

To meet the needs of different customers, our offerings include both stand-alone services and bundled services, such as our PCF solutions, designed to provide a complete offering of integrated services.

Our Business customers range from small business offices to the world’s largest global enterprise customers.

Our direct sales representatives generally market our business services to members of in-house IT departments or other highly-sophisticated customers with deep technological experience.

These individuals typically satisfy their IT requirements by contracting with us or a rapidly evolving group of competitors, or by deploying in-house solutions.

We also market our products and services through inbound call centers, telemarketing and third parties, including telecommunications agents, system integrators, value-added resellers and other telecommunications firms.

We support our distribution through digital advertising, events, television advertising, website promotions and public relations.

We maintain local offices in most major and secondary markets within the U.S.

and many of the primary markets of the other countries in which we provide services.

Similarly, our sales and marketing approach to our Mass Market customers emphasizes customer-oriented sales, marketing and service with a local presence.

Our approach includes marketing our products and services primarily through direct sales representatives, inbound call centers, telemarketing and third parties, including retailers, satellite television providers, door to door sales agents and digital marketing firms.

Segments and Products & Services

We structure our segments and customer-facing sales channels to align with how we support our customers.

We believe this reporting structure provides greater transparency into how we are performing against our strategy, including focusing on growth opportunities and managing declining legacy services.

We report our financial performance using two segments, as described below:

We continuously monitor safety performance to identify trends and evaluate opportunities reduce the risks of workplace hazards.

Reporting Segments

Our segments and customer-facing sales channels are structured to reflect how we support our customers.

This approach enhances transparency into our performance against strategic priorities — driving growth opportunities while effectively managing legacy service declines.

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As of December 31, 2025, we report our financial performance using two segments:

Business and Mass Markets.

Subsequent to the recently completed sale of our Mass Markets Fiber-to-the-Home business on February 2, 2026, we anticipate having one reporting segment.

Business Segment

Under our Business segment, we provide our products and services under five sales channels to meet the needs of our enterprise and commercial customers;

Under our Business Segment, we provide products and services under five sales channels to meet the needs of our enterprise and commercial customers.

The five sales channels, organized by customer focus, include:

• Large Enterprise :

Large enterprise customers and carriers in North America.

• Mid-Market Enterprise :

Medium-sized enterprises in North America, served directly and through indirect channel partners.

• Public Sector :

Federal government, state and local governments, and research and education institutions.

• Wholesale :

Other communication companies providing wireline, wireless, cable, voice and data center services.

• International and Other :

Multinational and global enterprise customers and carriers, as well as customers under our remaining content delivery network ("CDN") contracts.

By organizing our offerings through these customer-focused sales channels, we streamline operations and deliver targeted solutions.

Mass Markets Segment

Under our Mass Markets segment, we provide products and services to domestic residential and small business customers.

The following table shows the composition of our operating revenue by segment for the years ended December 31, 2024, 2023 and 2022:

Years Ended December 31, Percent Change

2024 2023 2022 2024 vs 2023 2023 vs 2022

Percentage of revenue:

Business 79 % 80 % 75 % (1) % 5 %

Mass Markets 21 % 20 % 25 % 1 % (5) %

Total operating revenue 100 % 100 % 100 %

For additional information on our segment data, including information on certain centrally-managed assets and expenses not reflected in our segment results, see Note 17—Segment Information to our consolidated financial statements in Item 8 of Part II of this report and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Reporting Segments" in Item 7 of Part II of this report.

Products & Services

At December 31, 2024, we categorized our products and services revenue among the following product categories for the Business segment:

• Grow, which includes products and services that we anticipate will grow, including:

Sales and Marketing

Our Business customers range from small business offices to the world’s largest global enterprise customers.

Our enterprise sales and marketing approach focuses on delivering advanced technology and network solutions that address complex customer needs.

We strive to make core network services compatible with digital tools and promote sales by leveraging call center teams and channel partners.

To meet the needs of diverse customers, we offer both stand-alone and bundled services, including our PCF solutions, designed to provide a complete offering of integrated services.

Direct sales representatives generally market our business services to in-house IT departments or other highly-sophisticated customers with deep technological experience.

We also market our products and services through inbound call centers, telemarketing, and third parties such as telecommunications agents, system integrators, value-added resellers, and other telecommunications firms.

Marketing support includes digital advertising, events, television advertising, website promotions, and public relations.

We maintain local offices in most major and secondary markets within the U.S.

and many of the primary markets within other countries in which we provide services.

Products and Services

Business Products and Services

As of December 31, 2025, we categorized our products and services revenue among the following four product categories for the Business segment:

Includes products and services that we anticipate will grow, including:

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◦ Dark Fiber and Conduit :

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Our IP services provide global internet access over a high performance, diverse network.

Our fiber network spans approximately 340,000 route miles globally with extensive off-net access solutions across North America and Asia Pacific;

Our fiber network spans over 340,000 route miles globally with extensive off-net access solutions across North America and Asia Pacific;

◦ Communications (Voice over IP, "VoIP") :

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We deliver high bandwidth optical wavelength networks to customers requiring an end-to-end solution with ethernet technology for a scalable amount of bandwidth connecting sites or providing high-speed access to cloud computing resources.

• Nurture, which includes our more mature offerings, such as:

Includes our more mature offerings, such as:

We deliver a robust array of networking services built on ethernet technology.

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These technologies enable enterprises, government entities and service providers to streamline multiple networks into a cost-effective solution that simplifies the transmission of voice, video, and data over a single secure network.

• Harvest, which includes our legacy services managed for cash flow, including:

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Includes our legacy services managed for cash flow, including:

◦ Voice Services :

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Private line service offers a high-speed, secure solution for frequent transmission of large amounts of data between sites, including wireless backhaul transmissions.

• Other, which includes:

Includes various other products and services, including:

◦ Equipment :

We sell and install certain communications equipment;

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These services include Synchronous Optical Network ("SONET") based ethernet, legacy data hosting services, and conferencing services.

At December 31, 2024, we reported our products and services revenue among the following categories for the Mass Markets segment:

• Fiber Broadband , under which we provide high speed broadband services to residential and small business customers utilizing our fiber-based network infrastructure;

• Other Broadband , under which we provide primarily lower speed broadband services to residential and small business customers utilizing our copper-based network infrastructure;

• Voice and Other, under which we derive revenues from (i) providing local and long-distance voice services, professional services, and other ancillary services, and (ii) federal broadband and state support programs.

Research, Development & Intellectual Property

Mass Markets Products and Services

As of December 31, 2025, we reported our products and services revenue among the following three categories for the Mass Markets segment:

• Fiber Broadband :

Under which we provide high speed broadband services to residential and small business customers utilizing our fiber-based network infrastructure;

• Other Broadband :

Under which we provide primarily lower speed broadband services to residential and small business customers utilizing our copper-based network infrastructure;

• Voice and Other :

Under which we derive revenues from (i) providing local and long-distance voice services, professional services, and other ancillary services, and (ii) federal broadband and state support programs.

From time to time, we may change the categorization of our products and services.

We deliver most of our products and services through our network consisting of fiber-optic and copper cables, high-speed transport equipment, electronics, voice and data switches, routers, and various other equipment.

Portions of our network use leased assets, and much of the equipment uses licensed software.

Connectivity and Coverage

As of December 31, 2025, our network included over 340,000 route miles of fiber optic plant, most of which consists of "long-haul" fiber connections between major metropolitan areas, with the remainder being "metro" fiber that connects buildings within the metropolitan markets we serve.

We also maintain copper-based network infrastructure and multiple gateway and transmission facilities used to operate our network across North America.

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As of December 31, 2025, our domestic network:

• connected to approximately 163,000 buildings, which we refer to as “fiber on-net” buildings, located in 226 metropolitan markets serving our enterprise customer base;

• connected to approximately 22.0 million broadband-enabled units capable of receiving our Mass Markets broadband services across 17 states;

• connected to approximately 4.6 million of our 22.0 million Mass Markets broadband-enabled units capable of receiving services from our fiber-based infrastructure, with the remainder connected to the copper-based infrastructure;

• included central office infrastructure and supporting equipment that enables us to provide telephone service as an ILEC.

We sold portions of our network during 2023 and 2022 and recently completed an additional sale on February 2, 2026, as described above and discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and Note 2 — Divestitures in Item 8.

We calculate certain operational metrics (e.g., route miles, fiber miles, broadband subscribers) using internal methodologies that may differ from other industry participants.

Strategic Investments and Modernization

We view our network as one of our most critical assets.

We have devoted — and will continue to devote — significant resources to maintain, modernize, and expand it.

Key efforts include:

• simplifying and modernizing our network and legacy systems;

• retiring aging and obsolete infrastructure and systems;

• expanding our network to meet growing demand for enhanced and new products.

Leased Network Assets

Cybersecurity and Network Resilience

As a critical infrastructure provider, we and our customers face ongoing cyber threats, including advanced persistent threat actors.

We experience occasional security incidents and service disruptions in the ordinary course of business and maintain robust systems to mitigate these risks.

The development, maintenance, and operation of these systems and programs require significant investments and continuous updates to address evolving threats.

For additional information regarding our oversight of cybersecurity matters, see "Cybersecurity" in Item 1C, and regarding risks relating to our systems, network assets, network operations, capital expenditure requirements, and reliance upon third parties, see “Risk Factors” in Item 1A.

We compete in a dynamic and highly competitive market where demand for high-speed, secure data services continues to grow.

Our competitors include global communications providers as well as systems integrators, hyperscalers, cloud service providers, software networking companies, infrastructure companies, cable companies, wireless service providers, device providers, resellers, and smaller niche providers.

Intense competition is expected to continue across a wide range of industry participants amid the evolving market landscape.

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Our ability to compete and succeed in this competitive environment depends on:

• enhancing and integrating existing products;

• introducing new offerings quickly and cost-effectively;

• meeting changing customer needs;

• delivering robust information security to build trust and mitigate cyber threats;

• extending our core technologies into new applications;

• anticipating industry and technology shifts.

Competitive pressures are particularly strong when rivals have network assets better suited to customer needs, faster transmission speeds, lower prices, or a longer track record in the market.

Enterprise and Wholesale Customers

We compete for enterprise and wholesale customers based on factors such as:

• network reliability and comprehensive coverage;

• data transmission speed and latency;

• pricing and billing simplicity;

• integrated service offerings;

• IP network reach and peering capacity;

• digital ordering capabilities and ease of use;

• customer service quality.

Pricing pressure remains significant as large communications companies and system integrators deliver high-speed fiber services, while other companies target price-sensitive customers with lower-cost, slower-speed non-fiber alternatives.

Broadband Services

Competition to provide broadband services to our Mass Markets customers remains high.

Market demand for our broadband services could be adversely affected by:

• advanced wireless data transmission technologies (e.g., fixed wireless and low-earth-orbit satellites services);

• continued enhancements to cable-based services;

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• newly established fiber-based networks built by competitors or municipalities, often supported by government subsidies.

Following the recent sale of our Mass Markets Fiber-to-the-Home business, we expect that broadband services will be a significantly smaller portion of our go-forward strategy.

Legacy Voice Services

Our legacy voice services face significant competition from wireless voice, social networking, videoconferencing, and messaging platforms as customers shift to these alternatives.

Additional sources of competition include non-carrier systems capable of partially or fully bypassing our local networks through various methods.

Software innovations have enabled low-cost networking alternatives, further reducing reliance on legacy voice networks.

We anticipate that all these trends will continue to decrease use of our voice network.

Incumbent Local Exchange Carriers ("ILECs")

We operate various ILECs that are required under federal law to allow competitors to interconnect their facilities to the ILEC's network and to take other various steps designed to promote competition, including:

• negotiating interconnection agreements in good faith;

• providing nondiscriminatory “unbundled” access to portions of the ILEC’s network;

• permitting competitors to collocate facilities on the ILEC’s property either physically or virtually.

Consequently, our ILECs face competition from competitive local exchange carriers (“CLECs”).

These CLECs typically provide competing services through:

• reselling an ILEC’s local services;

• using an ILEC’s unbundled network elements;

• operating their own facilities;

• utilizing hybrid approaches of the aforementioned.

Additional information about competitive pressures is located under the heading “Risk Factors — Business Risks” in Item 1A.

Research, Development and Intellectual Property

As of December 31, 2025, we held approximately 2,500 patents and patent applications in the U.S.

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We also occasionally license our intellectual property to others as we deem appropriate.

For information on various litigation risks associated with owning and using intellectual property rights, see “Risk Factors—Business Risks” in Item 1A of Part I of this report, and Note 18—Commitments, Contingencies and Other Items to our consolidated financial statements in Item 8 of Part II of this report.

For information on various litigation risks associated with owning and using intellectual property rights, see “Risk Factors — Business Risks” in Item 1A and Note 17 — Commitments, Contingencies and Other Items in Item 8.

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Regulation of Our Business

Our domestic operations are regulated by the Federal Communications Commission (the "FCC"), by various state regulatory commissions and occasionally by local agencies.

Our non-domestic operations are regulated by supranational groups (such as the European Union, or "EU"), national agencies and frequently state, provincial or local bodies.

Generally, we must obtain and maintain operating licenses from these bodies in most areas where we offer regulated services.

Changes in the composition and leadership of the FCC, state regulatory commissions and other agencies that regulate our business could have significant impacts on our revenue, expenses, competitive position and prospects.

Changes in the composition and leadership of these agencies are often difficult to predict, which makes future planning more difficult.

The following description discusses some of the major regulations affecting our operations, but others could have a substantial impact on us as well.

For additional information, see “Risk Factors” in Item 1A of Part I of this report.

Our domestic operations are regulated by the Federal Communications Commission (the "FCC"), state regulatory commissions, and occasionally local agencies.

Our non-domestic operations are regulated by supranational groups such as the European Union ("EU"), national agencies and frequently state, provincial, or local bodies.

In most areas where we offer regulated services, we must obtain and maintain operating licenses from these bodies.

Changes in the leadership or structure of these regulatory bodies can significantly affect our revenue, expenses, competitive position or prospects.

Because such changes are often difficult to predict, long-term planning is challenging.

This section highlights certain regulations affecting our operations, though additional regulations could have a significant impact.

For additional information, see “Risk Factors” in Item 1A.

Federal Regulation of Domestic Operations

The FCC regulates the interstate services we provide, including the business data service charges we bill for wholesale network transmission and intercarrier compensation, including the interstate access charges that we bill other communications companies in connection with the origination and termination of interstate phone calls.

Additionally, the FCC regulates several aspects of our business related to international communications services, privacy, public safety and network infrastructure, including (i) our access to and use of local telephone numbers, (ii) our provision of emergency 911 services, and (iii) our use or removal (potentially on a reimbursable basis) of equipment produced by certain vendors deemed to cause potential national security risks.

We could incur substantial penalties if we fail to comply with the FCC’s applicable regulations.

Many of the FCC’s regulations adopted in recent years remain subject to judicial review and additional rule-makings, thus increasing the difficulty of determining the ultimate impact of these changes on us and our competitors.

Universal Service

For several years, the federal government has instituted various funding programs to facilitate greater access to broadband services, including those noted below.

Between 2015 and 2021, we received approximately $500 million annually through Phase II of the FCC's Connect America Fund ("CAF II"), a broadband support program that ended on December 31, 2021.

In connection with the CAF II funding, we were required to meet certain specified infrastructure buildout requirements in 33 states by the end of 2021, which required substantial capital expenditures.

In the first quarter of 2022, we recognized $59 million of previously deferred revenue related to the conclusion of the CAF II program based upon our final buildout and filing submissions.

The government has the right to audit our compliance with the CAF II program.

The ultimate outcome of any remaining examinations is unknown, but could result in a liability to us in excess of our accruals established for these matters.

In January 2020, the FCC created the Rural Digital Opportunity Fund (“RDOF”) program, a federal support program designed to fund broadband deployment in rural America.

For the first phase of this program, RDOF Phase I, the FCC awarded $6.4 billion in support payments to be paid in equal monthly installments over 10 years.

We were awarded RDOF funding in several of the states in which we operate and began receiving monthly support payments during the second quarter of 2022.

We received approximately $17 million in annual RDOF Phase I support payments for each of the years ended December 31, 2023 and 2022.

In the third quarter of 2024, we relinquished rights to develop certain RDOF census blocks in four states, which resulted in (i) a reduction of our anticipated RDOF Phase I support payments to approximately $16 million for the year ending December 31, 2024 and $15 million each remaining year thereafter and (ii) an expectation of payment to the federal government, which we anticipate will be approximately $10 million.

Federal officials have proposed changes to current programs and laws that could impact us, including proposals designed to increase broadband access, increase competition among broadband providers, lower broadband costs and re-adopt "net neutrality" rules similar to those adopted by a few states.

We are subject to extensive regulation by the FCC and state commissions, including obligations under the Universal Service Fund programs.

The FCC regulates our interstate services, including business data service charges for wholesale network transmission and intercarrier compensation — such as interstate access charges billed to other communications companies for originating and terminating interstate phone calls and voice services, such as compliance with rules designed to protect consumers against unlawful automated calls or robocalls.

The FCC also regulates several aspects of our business related to international communications services, privacy, public safety, and network infrastructure, including:

• our access to and use of telephone numbers;

• our provision of emergency 911 services;

• our use or removal (potentially on a reimbursable basis) of equipment from vendors deemed to cause potential national security risks.

Failure to comply with FCC regulations can result in significant penalties.

Many recently adopted FCC regulations remain under judicial review or subject to further rule-making, increasing the difficulty of determining the ultimate impact of these changes on us and our competitors.

Universal Service Fund

The federal government has introduced several programs to expand broadband access, including the Rural Digital Opportunity Fund (“RDOF”) program, an FCC initiative that provides federal financial support to fund broadband deployment in rural America.

We were awarded RDOF funding in several of the states in which we operate and received payments for a period starting in 2022.

In the third quarter of 2024, we relinquished rights to deploy services in RDOF census blocks in certain states, and in the second quarter of 2025, we voluntarily relinquished the remainder of our RDOF awards.

As a result, we will no longer receive funding through the RDOF program and recognized a reduction to revenue of $46 million in our consolidated statements of operations in the second quarter of 2025.

We also incurred fees of $49 million in connection therewith, which are reflected in our operating expenses within our consolidated statements of operations for the year ended December 31, 2025.

In January 2026, we paid the $95 million of revenue and fees summarized above, along with an additional $4 million relating to our 2024 relinquishment as repayment of funds previously received and remittance of the fees incurred.

In 2024, a federal appellate court ruled that the FCC's universal service funding system, which levied fees against us and other telecommunication companies, was unlawful.

The Supreme Court reversed that ruling, but the parties challenging the USF program have filed a renewed challenge asserting additional arguments.

With judicial and legislative proceedings still pending, the ultimate impact of legal challenges and reform proposals on our operations remains uncertain.

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Other Federal Regulation

Federal officials have proposed changes to existing programs and laws that could impact our business, including proposals designed to increase broadband access, promote competition among broadband providers, and lower broadband costs.

In late 2021, the U.S.

Congress enacted legislation that appropriated $65 billion to improve broadband affordability and access, primarily through federally funded state grants.

As of the date of this report, various state and federal agencies are continuing to take steps to make this funding available to eligible applicants.

We believe that the release of this funding could increase competition for broadband customers.

In mid-2024, a federal appellate court ruled that the FCC's universal service funding system, which levied fees against us and other telecommunication companies, was unlawful.

Due to pending judicial and legislative proceedings, it is unclear how this development may ultimately impact us.

For additional information about these programs, see (i) Note 4—Revenue Recognition to our consolidated financial statements in Item 8 of Part II of this report and (ii) "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of Part II of this report.

As of the date of this report, state and federal agencies continue working to distribute these funds to eligible applicants.

We anticipate that the release of this funding may intensify competition for broadband customers.

For additional information about these programs, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 and Note 4 — Revenue Recognition in Item 8.

Broadband Regulation

In February 2015, the FCC adopted an order regulating broadband internet access services (“BIAS”) as a common carrier service under Title II of the Communications Act of 1934.

In December 2017, the FCC voted to repeal this order.

In May 2024, the FCC adopted a new order regulating BIAS as a Title II utility service, but a federal appeals court vacated this order in January 2025.

Several states have proposed, implemented or enacted laws or orders focused on state-specific Internet service regulation.

In addition, certain members of Congress and various consumer interest groups have advocated in favor of classifying BIAS as a Title II utility service.

These developments make it difficult to predict the future degree of regulation of BIAS.

Any imposition of heightened regulation of our Internet operations could potentially hamper our ability to operate our data networks efficiently, restrict our ability to implement network management practices necessary to ensure quality service, increase the cost of operating, maintaining and upgrading our network, and otherwise negatively impact our current operations.

The regulatory environment for broadband internet access service (“BIAS”) has shifted significantly in recent years, creating uncertainty about future requirements.

Key developments include:

• FCC classified BIAS as a common carrier service under Title II of the Communications Act of 1934 and imposed net neutrality rules in 2015;

• FCC repealed the Title II classification and most of the net neutrality mandates in 2017;

• FCC adopted a new order reclassifying BIAS as a Title II utility service and re-imposing net neutrality rules in 2024;

• a federal appeals court vacated the FCC's 2024 order, concluding that Congress did not authorize Title II regulations of BIAS in 2025.

Several states have proposed or enacted laws or orders focused on state-specific Internet service regulation.

Certain members of Congress and consumer interest groups continue to advocate for classifying BIAS as a Title II utility service.

These developments create uncertainty regarding the future regulatory landscape for BIAS.

Any increase in regulation could:

• hinder our ability to operate our data networks efficiently;

• restrict necessary network management practices to ensure quality service;

• increase the cost of operating, maintaining, and upgrading our network.

Collectively, these developments and potential regulatory changes could materially impact our operations and increase compliance costs.

State Regulation of Domestic Operations

Historically ILECs, including ours, have been regulated as “common carriers,” and state regulatory commissions have generally exercised jurisdiction over intrastate voice telecommunications services and their associated facilities.

In recent years, most states have reduced their regulation of ILECs.

State regulatory commissions generally continue to (i) set the rates that telecommunications companies charge each other for exchanging traffic, (ii) exercise some control over the rates telecommunications companies charge their customers for regulated services, (iii) require ILECs to provide voice service throughout their territories, particularly in areas where alternative voice service is not available, (iv) administer support programs designed to subsidize the provision of services to high-cost rural areas, (v) regulate the purchase and sale of ILECs, (vi) require ILECs to provide service under publicly-filed tariffs setting forth the terms, conditions and prices of regulated services, (vii) limit ILECs’ ability to borrow and pledge their assets, (viii) regulate transactions between ILECs and their affiliates and (ix) impose various other service standards.

In most states, switched and business data services and interconnection services are subject to price regulation, although the extent of regulation varies by type of service and geographic region.

State agencies also regulate certain aspects of non-ILEC communications businesses, including determining carriers’ eligibility to receive federal universal service fund support.

State regulation of ILECs, including ours, has evolved significantly in recent years.

Historically, ILECs have been regulated as “common carriers”, with state regulatory commissions exercising jurisdiction over intrastate voice telecommunications services and related facilities.

While most states have reduced regulation, state regulatory commissions generally continue to:

• set rates for traffic exchanged between telecommunications companies;

• exercise some control over rates charged to customers for regulated services;

• require ILECs to provide voice service throughout their territories, especially where alternative voice services are unavailable;

• administer support programs subsidizing service in high-cost rural areas;

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• regulate the purchase and sale of ILECs;

• require ILECs to provide service under publicly-filed tariffs outlining terms, conditions, and prices of regulated services;

• regulate ILECs’ ability to borrow and pledge their assets;

• regulate transactions between ILECs and their affiliates;

• impose various other service standards.

In some states, switched and business data services and interconnection services remain subject to price regulation, though the extent varies by service type and geographic region.

State agencies also regulate certain aspects of non-ILEC communications businesses, including determining carrier eligibility for federal universal service fund support.

Data Privacy Laws and Regulations

Various foreign, federal and state laws govern our storage, maintenance and use of customer data, including a wide range of consumer protection, data protection, privacy, intellectual property and similar laws.

Data privacy regulations are complex and vary across jurisdictions.

As a company providing global services, we must comply with various jurisdictional data privacy regulations, including the General Data Protection Regulation (“GDPR”) in the EU and similar laws adopted by various other jurisdictions in certain of our domestic and overseas markets.

We are subject to numerous foreign, federal, and state laws governing the storage, maintenance, and use of customer data, including consumer protection, data protection, privacy, intellectual property, and other similar laws.

These requirements are complex and vary widely across jurisdictions.

International Regulations

As a global service provider, we must comply with various jurisdictional data privacy regulations, including the EU’s General Data Protection Regulation (“GDPR”) and similar data privacy laws adopted in other jurisdictions of our international markets.

Domestic Regulations

Domestically, the number of state privacy laws continues to increase.

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Anti-Bribery and Corruption Regulations

As a provider of global services, we must comply with complex foreign and U.S.

laws and regulations governing business ethics and practices, such as the U.S.

As a global service provider, we are subject to complex foreign and U.S.

laws governing business ethics and practices, including the U.S.

Foreign Corrupt Practices Act, the U.K.

Bribery Act and other local laws prohibiting corrupt payments to governmental officials and anti-competition regulations.

We have compliance policies, programs and training designed to prevent non-compliance with such anti-corruption regulations in the U.S.

and other jurisdictions.

Bribery Act, and other local laws prohibiting corrupt payments to government officials, as well as anti-competition regulations.

To mitigate risk, we maintain compliance policies, programs, and training designed to prevent non-compliance with these anti-corruption and fair competition laws across all jurisdictions where we operate.

Regulation of International Operations

Our subsidiaries operating outside of the U.S.

are subject to various regulations in the markets where service is provided.

The scope of regulation varies from country to country.

The communications regulatory regimes in certain of our non-domestic markets are in the process of development and do not fully address many issues, including the pricing of services.

Our overseas operations are also subject to various other domestic or non-domestic laws or regulations, including various laws or regulations governing (i) exports and imports of various goods or technologies, (ii) certain sanctioned business activities, and (iii) competition.

are subject to various regulations in the markets where we provide services.

The scope and nature of these regulations vary by country and in some jurisdictions, communications regulatory frameworks are still developing and do not fully address many issues, including the pricing of services.

Our overseas operations are also subject to various other domestic or non-domestic laws or regulations, including those governing:

• exports and imports of various goods or technologies;

• certain sanctioned business activities;

• competition;

• cross-border data flows.

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These requirements collectively shape our compliance obligations and influence how we conduct international operations.

Other Regulations

Our networks and properties are subject to numerous federal, state and local laws and regulations, including laws and regulations governing the use, storage and disposal of hazardous materials, the release of pollutants into the environment and the remediation of contamination.

Our contingent liabilities under these laws are further described in Note 18—Commitments, Contingencies and Other Items.

Our networks and properties are subject to numerous federal, state, and local laws and regulations, including those governing the use, storage, and disposal of hazardous materials, the release of pollutants into the environment, and the remediation of contamination.

Our contingent liabilities under these laws are further described in Note 17 — Commitments, Contingencies and Other Items in Item 8.

Certain federal and state agencies, including attorneys general, monitor and exercise oversight related to consumer protection issues.

We are also subject to codes that regulate our trenching and construction operations or that require us to obtain permits, licenses or franchises to operate.

Such regulations are enacted by municipalities, counties, state, federal or other regional governmental bodies, and can vary widely from jurisdiction to jurisdiction as a result.

Such regulations may also require us to pay substantial fees or impact our network buildout initiatives.

We are also subject to codes that regulate our trenching and construction activities that require us to obtain permits, licenses, or franchises to operate.

These regulations are enacted by municipalities, counties, states, federal government, or other regional governmental bodies and can vary widely across jurisdictions.

In some cases, such regulations may require us to pay substantial fees or impose conditions that affect our network buildout initiatives.

Overall, our business is not materially impacted by seasonality.

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The amount and timing of these costs are subject to the weather patterns of any given year but have generally been highest during the third quarter and have been related to damage from severe storms, including hurricanes, tropical storms, and tornadoes.

Additional Information

From time to time, we may make investments in other communications or technology companies.

For further information on regulatory, technological and competitive factors that could impact our revenue, see "Risk Factors" below under Item 1A.

For more information on the financial contributions of our various services, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of Part II of this report.

Website Access and Important Investor Information

We were incorporated in Louisiana in 1968.

Our website is www.lumen.com .

We routinely post important investor information in the “Investor Relations” section of our website at ir.lumen.com .

The information contained on, or that may be accessed through, our website is not part of this report or any other periodic reports that we file with the SEC.

Any references to our website in this report or any other periodic reports that we file with the SEC are provided for convenience only, and are not intended to make any of our website information a part of this or such other reports.

You may obtain free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K (i) in the “Investor Relations” section of our website ( ir.lumen.com ) under the heading “FINANCIALS” and subheading “SEC Filings" or (ii) on the SEC’s website at www.sec.gov .

In like manner, you may obtain free electronic copies of reports filed by two of our principal subsidiaries, which contain supplemental information about us that you may find useful.

From time to time, we also use our website to webcast our earnings calls and certain of our meetings with investors or other members of the investment community.

We have adopted a written Code of Conduct that serves as the code of ethics applicable to our directors, officers and employees, in accordance with applicable laws and rules promulgated by the SEC and the New York Stock Exchange.

In the event that we make any changes (other than by a technical, administrative or non-substantive amendment) to, or provide any waivers from, the provisions of our Code of Conduct applicable to our directors or executive officers, we intend to disclose these events on our website.

The Code of Conduct, as well as various other governance documents, are also available in the “Governance” section of our website at www.lumen.com/en-us/about/governance or in print to any shareholder who requests them by sending a written request to our Corporate Secretary at Lumen Technologies, Inc., 100 CenturyLink Drive, Monroe, Louisiana, 71203.

In connection with filing this report, our chief executive officer and chief financial officer made the certifications regarding our financial disclosures required under the Sarbanes-Oxley Act of 2002, and its related regulations.

In addition, during 2024, our chief executive officer certified to the New York Stock Exchange that she was unaware of any violations by us of the New York Stock Exchange’s corporate governance listing standards.

As a large complex organization, we are from time to time subject to litigation, disputes, governmental or internal investigations, consent decrees, service outages, security breaches or other adverse events.

We typically publicly disclose these occurrences (and their ultimate outcomes) only when we determine these disclosures to be material to investors or otherwise required by applicable law.

We typically disclose material non-public information by disseminating press releases, making public filings with the SEC, or disclosing information during publicly accessible meetings or conference calls.

Nonetheless, from time to time we have used, and intend to continue to use, our website and social media accounts to augment our disclosures.

Although at various times we answer questions raised by securities analysts, it is against our policy to disclose to them selectively any material non-public information or other confidential information.

Investors should not assume that we agree with any statement or report issued by an analyst with respect to our past or projected performance.

To the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

Unless otherwise indicated, information contained in this report and other documents filed by us under the federal securities laws concerning our views and expectations regarding industry conditions are based on estimates made by us using data from industry sources and making assumptions based on our industry knowledge and experience.

You should be aware that we have not independently verified data from industry or other third-party sources and cannot guarantee its accuracy or completeness.

We have developed methodologies for calculating certain of our statistical data, including route miles, fiber miles (determined by multiplying the route miles of fiber cables by the cable's fiber strands), broadband subscribers, broadband-enabled units, fiber on-net buildings (which are buildings in metropolitan markets connected to our network) and similar metrics.

We may calculate these amounts differently from other industry participants.

Our website is www.lumen.com, and we routinely post important investor information in the “Investor” section of our website at ir.lumen.com .

Our principal executive offices and telephone number are listed on the cover page of this report.

Information on our website is provided for convenience only and is not part of this or any other SEC filing.

Free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and other information filed with the SEC are available on our website under “Investors” → “Financials” → “SEC Filings” or at https://www.sec.gov.

Reports for certain subsidiaries are also available.

We have adopted a written Code of Conduct that serves as our code of ethics applicable to our directors, officers, and employees, including our principal executive and financial officers, as required by the SEC and the New York Stock Exchange.

We intend to post on our website all disclosures that are required by the SEC or New York Stock Exchange listing rules concerning any amendments to, or waivers from, a provision of our Code of Ethics.

The Code of Conduct, as well as various other governance documents, are available on our website under “Investors” → “Governance” → “Board of Directors” → “Resources” or in print to any shareholder who sends a written request to our Corporate Secretary at Lumen Technologies, Inc., 100 CenturyLink Drive, Monroe, Louisiana, 71203.

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Nonetheless, from time to time we have used, and intend to continue to use, our investor relations website (www.ir.lumen.com) and the following social media accounts to augment our disclosures:

• https://www.twitter.com/lumentechco;

• https://www.linkedin.com/company/lumentechnologies;

• https://www.facebook.com/lumentechnologies;

• https://www.youtube.com/lumentechnologies

Please note that this list may be updated from time to time.

Investors should subscribe to these social media accounts and our investor alerts, in addition to following our press releases, SEC filings, public conference calls and webcasts.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business