Amended Current Report Filing (8-k/a)
January 16 2018 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 1, 2017
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
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Louisiana
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1-7784
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72-0651161
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100 CenturyLink Drive
Monroe, Louisiana
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71203
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(Address of principal executive offices)
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(Zip Code)
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(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Explanatory Note
On November 1, 2017, we filed a Current Report on Form
8-K
(the Initial Report), which
indicated that we had (i) closed our previously-announced business combination (the Combination) with Level 3 Communications, Inc. and (ii) elected to defer filing certain of the information required by the form, as
permitted by the forms rules. This Current Report on Form
8-K/A
supplements the Initial Report to include
the historical consolidated financial statements and pro forma financial information
required by Items 9.01(a) and 9.01(b) of Form
8-K
and should be read in conjunction with the Initial Report.
Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements of business acquired.
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The consolidated financial statements of
Level 3 Communications, Inc. (renamed Level 3 Parent, LLC as of November 1, 2017 and hereinafter referred to as Level 3) as of September 30, 2017 and for the periods ended September 30, 2017 and 2016, and as of
December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014, all of which Level 3 has previously filed with the U.S. Securities and Exchange Commission, are attached as Exhibits 99.1 and 99.2, respectively, to
this Current Report on Form
8-K/A.
(b)
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Pro forma financial information.
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The unaudited pro forma condensed combined financial
information reflecting the Combination is attached as Exhibit 99.3 to this Current Report on Form
8-K/A.
The following exhibits are filed herewith:
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99.2
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Consolidated financial statements of Level 3 as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014:
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i. Reports of KPMG LLP, Independent Registered Public
Accounting Firm
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ii. Consolidated Statements of Income for the Years Ended
December 31, 2016, 2015 and 2014
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iii. Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 2016, 2015 and 2014
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iv. Consolidated Balance Sheets as of December 31, 2016 and
2015
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v. Consolidated Statements of Cash Flows for the Years Ended
December 31, 2016, 2015 and 2014
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vi. Consolidated Statements of Changes in Stockholders Equity
for the Years Ended December 31, 2016, 2015 and 2014
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vii. Notes to Consolidated Financial Statements
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99.3
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Unaudited Pro Forma Condensed Combined Financial Information
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. has duly caused this Current Report on Form
8-K/A
to be signed on its behalf by the undersigned officer hereunto duly authorized.
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C
ENTURY
L
INK
, I
NC
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By:
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/s/ Stacey W. Goff
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Stacey W. Goff
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Executive Vice President,
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Chief Administrative Officer,
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General Counsel and Secretary
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Dated: January 16, 2018
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