UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 16, 2020
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
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Louisiana | | 001-7784 | | 72-0651161 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
| | | | |
| | | |
100 CenturyLink Drive Monroe, Louisiana | | 71203 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (318) 388-9000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Common Stock, par value $1.00 per share | | CTL | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
The information contained in the following paragraph of this Item 7.01 is being “furnished” by CenturyLink, Inc. (“we,” “us” or “our”) and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, other than to the extent that such filing incorporated by reference any or all of such information by express reference thereto.
As of January 15, 2020, we agreed to settlements of certain consumer practices claims asserted by state attorneys general, and are actively discussing potential resolutions of claims by others. While we do not agree with allegations raised in these matters, we have been willing to consider reasonable settlements where appropriate. We currently expect to take a fourth quarter 2019 special item charge of approximately $50 million with respect to these settlements and other consumer litigation related matters.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as “will,” “should,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties, including the possibility that our claims could be more costly to resolve than currently anticipated. Actual events and results may differ materially from those anticipated by us in those statements. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. has duly caused this Current Report to be signed on its behalf by the undersigned officer hereunto duly authorized.
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CENTURYLINK, INC. |
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By: | | /s/ Stacey W. Goff |
| | Stacey W. Goff |
| | Executive Vice President, General Counsel and Secretary |
Dated: January 16, 2020
