SEC Comment Letter for Lumen Technologies, (LUMN) — May 30, 2017
Lumen Technologies, Inc.
Date: May 30, 2017 · CIK: 0000018926 · Accession: 0000000000-17-018829
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3720 May 30, 2017 R. Stewart Ewing, Jr. Chief Executive Officer CenturyLink, Inc. 100 CenturyLink Drive Monroe, Louisiana 71203
Re: CenturyLink, Inc. Form 10 -K for Fiscal Year Ended December 31, 2016 Filed February 23, 2017 Form 8 -K Filed May 3, 2017 File No. 1 -07784
Dear Mr. Ewing :
We have reviewed your filing s and have the following comments. Please comply with the foll owing commen ts in your future filings . Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8-K filed May 3 , 2017 Exhibit 99.1
Reconciliation of Non -GAAP Financial Measures (Unaudited)
1. Your presentation of a full non -GAAP income statement as a reconciliation of GAAP net income to ‘As adjusted excl uding special items (Non -GAAP)’ is inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance on non-GAAP financial measures issued on May 17, 2016. Please revise in your next earning s release.
R. Stewart Ewing, Jr. CenturyLink, Inc. May, 30, 2017 Page 2
2. We note your presentation of the non GAAP measure titled “Operating Cash Flow”. We also note that your definition and computation of operating cash flow differs from the calculation of cash flows from operating activities in the statement of cash flows under U.S. GAAP. Accordingly, please revise the title “Operating Cash Flows” to provide a more appropriate description of this measure. Please comply with this comment in your next earnings release .
3. Given that free cash flow is typically cal culated as cash from operating activities as presented in the statement of cash flows under GAAP, less capital expenditures, please revise the title of this measure to something similar to “Adjusted Free Cash Flow” to alert your investors that it has been adjusted from the measure typically referred to as “Free Cash Flow.” Refer to Question 102.07 of the Compliance and Disclosure Interpretations on Non -GAAP measures issued on May 17, 2016. Please comply with this comment in your next earnings releas e.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Charles Eastman, Senior Staff Accountan t at (202) 551 -3794 or Ivette Leon, Assistant Chief Accountant at (202) 551 -3351 if you have questions regarding comments on the financial statements and related matters. Please contact Greg Dundas, Staff Attorney, at (202) 551 -3436 or me at (202) 551 -3810 with any other questions.
Sincerely,
/s/ Carlos Pacho for
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Mail Stop 3720 May 30, 2017 R. Stewart Ewing, Jr. Chief Executive Officer CenturyLink, Inc. 100 CenturyLink Drive Monroe, Louisiana 71203 Re: CenturyLink, Inc. Form 10 -K for Fiscal Year Ended December 31, 2016 Filed February 23, 2017 Form 8 -K Filed May 3, 2017 File No. 1 -07784 Dear Mr. Ewing : We have reviewed your filing s and have the following comments. Please comply with the foll owing commen ts in your future filings . Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8-K filed May 3 , 2017 Exhibit 99.1 Reconciliation of Non -GAAP Financial Measures (Unaudited) 1. Your presentation of a full non -GAAP income statement as a reconciliation of GAAP net income to ‘As adjusted excl uding special items (Non -GAAP)’ is inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance on non-GAAP financial measures issued on May 17, 2016. Please revise in your next earning s release. R. Stewart Ewing, Jr. CenturyLink, Inc. May, 30, 2017 Page 2 2. We note your presentation of the non GAAP measure titled “Operating Cash Flow”. We also note that your definition and computation of operating cash flow differs from the calculation of cash flows from operating activities in the statement of cash flows under U.S. GAAP. Accordingly, please revise the title “Operating Cash Flows” to provide a more appropriate description of this measure. Please comply with this comment in your next earnings release . 3. Given that free cash flow is typically cal culated as cash from operating activities as presented in the statement of cash flows under GAAP, less capital expenditures, please revise the title of this measure to something similar to “Adjusted Free Cash Flow” to alert your investors that it has been adjusted from the measure typically referred to as “Free Cash Flow.” Refer to Question 102.07 of the Compliance and Disclosure Interpretations on Non -GAAP measures issued on May 17, 2016. Please comply with this comment in your next earnings releas e. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Charles Eastman, Senior Staff Accountan t at (202) 551 -3794 or Ivette Leon, Assistant Chief Accountant at (202) 551 -3351 if you have questions regarding comments on the financial statements and related matters. Please contact Greg Dundas, Staff Attorney, at (202) 551 -3436 or me at (202) 551 -3810 with any other questions. Sincerely, /s/ Carlos Pacho for Larry Spirgel Assistant Director AD Office 11 – Telecommunications