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Section 1: 8-K (8-K)

8-K

 

 

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):

July 26, 2018

 

 

 

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CenturyLink, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Louisiana   1-7784   72-0651161

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

100 CenturyLink Drive

Monroe, Louisiana

  71203
(Address of principal executive offices)   (Zip Code)

(318) 388-9000

(Registrants’ telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of 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))

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 8.01 Other Events.

On July 26, 2018, CenturyLink, Inc. (“CenturyLink”) issued a press release announcing a change in the tax treatment of dividends paid to its shareholders in 2017. For additional information, please see a copy of the press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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. 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.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) The following exhibit is filed with this Current Report on Form 8-K:

 

    Exhibit No.    

  

Description

99.1    Press release dated July 26, 2018, announcing a change in the tax treatment of dividends paid to CenturyLink’s shareholders in 2017

 

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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.

 

    CenturyLink, Inc.
    By:   /s/ Stacey W. Goff
      Stacey W. Goff
     

Executive Vice President,

General Counsel and Secretary

Dated: July 26, 2018

 

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

CenturyLink Announces Change in Tax Treatment of 2017 Dividends

MONROE, La., July 26, 2018CenturyLink, Inc. (NYSE: CTL) today announced a change in the reporting of dividends paid to its shareholders in 2017 as a result of the Tax Cuts and Jobs Act of 2017.

CenturyLink previously reported its 2017 distributions as taxable dividends. With revised reporting, these distributions are now considered to be return of capital (non-dividend) distributions. As a result of this change, shareholders who have already filed 2017 tax returns may be eligible to seek refunds on taxes previously paid on their 2017 dividends by filing amended returns.

The change in tax treatment will also affect the shareholders’ tax basis in their shares. To assist investors with tax-basis reporting, Form 8937 (Report of Organizational Actions Affecting Basis of Securities) has been posted on the Investor Relations section of the CenturyLink website at Form 1099-DIV Information.

Shareholders should consult their tax advisor to determine how this change may affect their 2017 taxes.

Corrected IRS Form 1099-DIV statements reflecting the revised tax reporting of 2017 dividends will be mailed to shareholders. Shareholders who hold their shares through a bank or broker should expect to receive a corrected Form 1099-DIV from those institutions.

This change in tax treatment does not affect CenturyLink’s net income, free cash flow or other financial results previously reported under Generally Accepted Accounting Principles (GAAP).

Additional Resources

Materials to assist investors with revised tax treatment can be found on the Investor Relations section of the CenturyLink website at Form 1099-DIV Information, including the following documents:

 

    Form 8937 (Report of Organizational Actions Affecting Basis of Securities)
    Attachment to Form 8937
    Shareholder Letter
    Frequently Asked Questions


This information is provided for informational purposes only and should not be construed as tax advice.

About CenturyLink

CenturyLink (NYSE: CTL) is the second largest U.S. communications provider to global enterprise customers. With customers in more than 60 countries and an intense focus on the customer experience, CenturyLink strives to be the world’s best networking company by solving customers’ increased demand for reliable and secure connections. The company also serves as its customers’ trusted partner, helping them manage increased network and IT complexity and providing managed network and cyber security solutions that help protect their business.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this release 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. 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.

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Media Relations Contact:   Investor Relations Contact:
D. Nikki Wheeler   Mark Stoutenberg
Nikki.Wheeler@CenturyLink.com   Mark.Stoutenberg@CenturyLink.com
+1 720-888-0560   +1 720-888-1662
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