SEC Comment Letter for Lumen Technologies, (LUMN) — Jul 20, 2006
Lumen Technologies, Inc.
Date: July 20, 2006 · CIK: 0000018926 · Accession: 0000000000-06-033829
AI Filing Summary & Sentiment
Reasoning
Letter
Via U.S. Mail Mr. Glen F. Post, III Chairman of the Board and Chief Executive Officer CenturyTel, Inc. 100 CenturyTel Drive Monroe, Louisiana 71203 Form 10-Q for the quarter ended March 31, 2006 Filed May 3, 2006 File No. 1-7784
RE: CenturyTel, Inc. Form 10-K for the fiscal year ended December 31, 2005 Filed March 16, 2006
Dear Mr. Post:
We have reviewed your filing and have the following comment. We have limited our review to only your financia l statements and related disclosures and do not intend to expand our review to other portions of your documents. Please be as detailed as necessary in your explanation. We may ask you to provide us with information so we may better understand your disclosure. After reviewing this inform ation, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-Q, March 31, 2006 Financial Statements (7) Accelerated Share Repurchase Program
Mr. Glen F. Post, III Chairman of the Board and Chief Executive Officer CenturyTel, Inc. July 20, 2006 Page 2 of 3 1. It appears that the forward c ontract discussed in the first two paragraphs of Note (7) could require an unlimited number of shares to settle the contract. Describe for us more fully the terms of settlement of this derivative financial in strument; and explain how you applied the guidance of paragr aph 19 of EITF 00-19, if applicable.
* * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings.
Mr. Glen F. Post, III Chairman of the Board and Chief Executive Officer CenturyTel, Inc. July 20, 2006 Page 2 of 3 You may contact Joseph M. Kempf, Seni or Staff Accountant, at (202) 551-3352 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351 if you have questions regarding comments on the financia l statements and related matte rs. Please contact me at (202) 551-3815 with any other questions.
S i n c e r e l y ,
L a r r y S p i r g e l A s s i s t a n t D i r e c t o r
Show Raw Text
Mail Stop 3720
July 20, 2006
Via U.S. Mail
Mr. Glen F. Post, III
Chairman of the Board and
Chief Executive Officer
CenturyTel, Inc.
100 CenturyTel Drive
Monroe, Louisiana 71203
RE: CenturyTel, Inc.
Form 10-K for the fiscal year ended December 31, 2005
Filed March 16, 2006
Form 10-Q for the quarter ended March 31, 2006
Filed May 3, 2006
File No. 1-7784
Dear Mr. Post:
We have reviewed your filing and have the following comment. We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents. Please be as detailed as
necessary in your explanation. We may ask you to provide us with information so we
may better understand your disclosure. After reviewing this inform ation, we may or may
not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-Q, March 31, 2006
Financial Statements
(7) Accelerated Share Repurchase Program
Mr. Glen F. Post, III
Chairman of the Board and
Chief Executive Officer CenturyTel, Inc. July 20, 2006 Page 2 of 3
1. It appears that the forward c ontract discussed in the first two paragraphs of Note (7)
could require an unlimited number of shares to settle the contract. Describe for us
more fully the terms of settlement of this derivative financial in strument; and explain
how you applied the guidance of paragr aph 19 of EITF 00-19, if applicable.
* * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
Mr. Glen F. Post, III
Chairman of the Board and
Chief Executive Officer CenturyTel, Inc. July 20, 2006 Page 2 of 3
You may contact Joseph M. Kempf, Seni or Staff Accountant, at (202) 551-3352
or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351 if you have questions
regarding comments on the financia l statements and related matte rs. Please contact me at
(202) 551-3815 with any other questions.
S i n c e r e l y ,
L a r r y S p i r g e l
A s s i s t a n t D i r e c t o r