Prospectus Supplement

Filed pursuant to Rule 424(b)(3)

File No. 333-133343

Prospectus Supplement No. 5

to Prospectus Dated March 16, 2007

Embarq Corporation


Shares of Common Stock Issuable in Connection with the

Restricted Stock Units

This prospectus supplement supplements information contained in the prospectus dated March 16, 2007 relating to the offer and sale of shares of our common stock issuable in connection with the restricted stock units issued in connection with our spin-off from Sprint Nextel Corporation and effective as of May 17, 2006, the distribution date for the spin-off, to current and former Sprint Nextel Corporation employees who held Sprint Nextel Corporation restricted stock or restricted stock units at that time and who did not become Embarq employees at the time of the spin-off. This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus and any prior prospectus supplements. This prospectus supplement is qualified by reference to the prospectus and any prior prospectus supplements, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus and any prior prospectus supplements.

This prospectus supplement includes our attached Amendment No. 1 to the Current Report on Form 8-K/A dated October 16, 2007.

The securities offered hereby involve risks and uncertainties. These risks are described under the caption “Risk Factors” beginning on page 20 of the Annual Report on Form 10-K which is incorporated by reference into the prospectus, as the same may be updated in prospectus supplements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 16, 2007.



Washington, D.C. 20549



(Amendment No. 1)



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2007


Embarq Corporation

(Exact name of Registrant as specified in its charter)



Delaware   001-32732   20-2923630
(State of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)


5454 W. 110th Street

Overland Park, Kansas

(Address of principal executive offices)   (Zip Code)

(913) 323-4637

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)


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


Explanatory Note

Embarq Corporation (the “Company”) hereby amends its Current Report on Form 8-K filed June 25, 2007 pursuant to Instruction 2 to Item 5.02 of Form 8-K, to provide information that was not determined or available at the time of the filing of the Form 8-K. The Form 8-K was filed to report the increase in the size of its Board of Directors and the appointment, effective June 22, 2007 of Richard A. Gephardt to the Board of Directors.


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 13, 2007, Richard A. Gephardt, who was appointed as a director of the Company effective June 22, 2007, was appointed to serve on the Nominating and Corporate Governance Committee of the Company’s Board of Directors.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Embarq Corporation
Date: October 16, 2007   By:  

/s/ Tracy D. Mackey

    Tracy D. Mackey
    Assistant Secretary