SEC Comment Letter for VERIZON COMMUNICATIONS INC (VZ) (CIK 0000732712) (VZ) — Sep 7, 2011
VERIZON COMMUNICATIONS INC (VZ) (CIK 0000732712)
Date: Sept. 7, 2011 · CIK: 0000732712 · Accession: 0000000000-11-053381
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-08606
Referenced dates: August 5, 2011
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0302 September 7, 2011 Via E-mail Mr. Lowell C. McAdam President and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007 Re: Verizon Communications Inc. Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606
Dear Mr. McAdam: We have reviewed your letter dated Augus t 19, 2011 and have the following comment. Please respond to this letter within ten business days and indicate that you will comply with our comment in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. If you do not believe our comme nt applies to your facts and circumstances or do not believe compliance in future disclosure is appropriate, please tell us why in your response.
After reviewing the information you provide in response to the below comment, we may have additional comments.
Definitive Proxy Statement Incorporated by Reference Into Part III
Summary Compensation Table, page 44
1. We note your responses to comments 1 and 2 from our letter dated August 5, 2011 and are unable to agree that the full amount of Mr . Seidenberg’s total compensation has been properly reported in the Summ ary Compensation Table for 2011. We continue to believe the discretionary second component of the Co mpany’s equity incentive plan should be evaluated separately from the non-discretionary first component of the plan. In addition and after considering further the substan ce of the discretionary second component, particularly as it is impacted by the hi gh level of Board discretion and the limited relationship to Verizon’s comm on stock price, we believe the second component does not fall within the scope of ASC 718. Accordingly, to avoid underreporting in the future, any awards made pursuant to the discretionary second component of the plan should be reported in your Summary Compensation Table as a cash bonus for the year awarded in accordance with Item 402(c)(2)(iv) of Regulatio n S-K. Please confirm your intention to comply with this comment in the future.
Mr. Lowell C. McAdam Verizon Communications, Inc. September 7, 2011 Page 2 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Sharon Vi rga, Staff Accountant, at 202-551-3385 or Terry French, Accountant Branch Chief, at 202-551-3828 if you have questions regarding comments on the financial statements and related matters. Please contact Jonathan Groff, Staff Attorney, at 202- 551-3458 or me at 202-551-3810 wi th any other questions.
Sincerely,
/s/ Larry Spirgel
Larry Spirgel
A s s i s t a n t D i r e c t o r
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0302
September 7, 2011
Via E-mail
Mr. Lowell C. McAdam
President and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007
Re: Verizon Communications Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606
Dear Mr. McAdam:
We have reviewed your letter dated Augus t 19, 2011 and have the following comment.
Please respond to this letter within ten business days and indicate that you will comply with our
comment in future filings. Confirm in writing that you will do so and explain to us how you
intend to comply. If you do not believe our comme nt applies to your facts and circumstances or
do not believe compliance in future disclosure is appropriate, please tell us why in your response.
After reviewing the information you provide in response to the below comment, we may
have additional comments.
Definitive Proxy Statement Incorporated by Reference Into Part III
Summary Compensation Table, page 44
1. We note your responses to comments 1 and 2 from our letter dated August 5, 2011 and
are unable to agree that the full amount of Mr . Seidenberg’s total compensation has been
properly reported in the Summ ary Compensation Table for 2011. We continue to believe
the discretionary second component of the Co mpany’s equity incentive plan should be
evaluated separately from the non-discretionary first component of the plan. In addition
and after considering further the substan ce of the discretionary second component,
particularly as it is impacted by the hi gh level of Board discretion and the limited
relationship to Verizon’s comm on stock price, we believe the second component does not
fall within the scope of ASC 718. Accordingly, to avoid underreporting in the future, any
awards made pursuant to the discretionary second component of the plan should be
reported in your Summary Compensation Table as a cash bonus for the year awarded in
accordance with Item 402(c)(2)(iv) of Regulatio n S-K. Please confirm your intention to
comply with this comment in the future.
Mr. Lowell C. McAdam
Verizon Communications, Inc. September 7, 2011 Page 2
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Sharon Vi rga, Staff Accountant, at 202-551-3385 or Terry French,
Accountant Branch Chief, at 202-551-3828 if you have questions regarding comments on the
financial statements and related matters. Please contact Jonathan Groff, Staff Attorney, at 202-
551-3458 or me at 202-551-3810 wi th any other questions.
Sincerely,
/s/ Larry Spirgel
Larry Spirgel
A s s i s t a n t D i r e c t o r