SEC Company Response from VERIZON COMMUNICATIONS INC (VZ) (CIK 0000732712) (VZ) — Nov 8, 2011
VERIZON COMMUNICATIONS INC (VZ) (CIK 0000732712)
Date: Nov. 8, 2011 · CIK: 0000732712 · Accession: 0001193125-11-302471
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-08606
Letter
Division of Corporation Finance Re: Verizon Communications Inc. Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606
Dear Mr. Spirgel:
We want to thank you and your colleagues for taking the time to speak with us on October 17, 2011.
As we stated to the Staff, Verizon continues to believe that the portion of Mr. Seidenberg’s 2008-2010 PSU Award that is subject to the Addendum to his Long Term Incentive Award Performance Stock Unit Agreement for the 2008-2010 award cycle (hereinafter referred to as the “Strategic Component”) constitutes a share-based payment transaction within the scope of Accounting Standards Codification 718, Compensation – Stock Compensation. Based on our telephone conversation with you and your colleagues on October 17, we understand that, as to the grant date of this transaction, it is the Staff’s view that, due to the qualitative nature of several of the performance conditions established by the Board of Directors for vesting of the Strategic Component, as well as the discretion involved in evaluating the achievement of those performance conditions, there was not a mutual understanding of the key terms and conditions of the award until the Board evaluated the achievement of those performance conditions.
In consideration of the Staff’s view of the grant date of the Strategic Component, Verizon will in the future (i) treat any amounts awarded with respect to the Strategic Component and any similar strategic component of Mr. Seidenberg’s other equity incentive plan awards as stock awards granted on the last day of the applicable performance cycle and (ii) report such awards in the Stock Award column of the Summary Compensation Table for the applicable year.
* * * * *
The Company acknowledges that:
•
it is responsible for the adequacy and accuracy of the disclosures in its filings;
•
Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and
•
it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Correspondence regarding this letter may be directed to the attention of the undersigned at fax number (908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.
Sincerely,
/s/ Robert J. Barish
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CORRESP 1 filename1.htm Correspondence Robert J. Barish One Verizon Way, 4th Floor Senior Vice President and Controller Basking Ridge, NJ 07920 Tel: (908) 559-1629 Fax: (908) 766-5725 robert.barish@verizon.com November 8, 2011 Larry Spirgel Assistant Director Division of Corporation Finance U. S. Securities and Exchange Commission Mail Stop 3720 Washington, D.C. 20549 Re: Verizon Communications Inc. Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606 Dear Mr. Spirgel: We want to thank you and your colleagues for taking the time to speak with us on October 17, 2011. As we stated to the Staff, Verizon continues to believe that the portion of Mr. Seidenberg’s 2008-2010 PSU Award that is subject to the Addendum to his Long Term Incentive Award Performance Stock Unit Agreement for the 2008-2010 award cycle (hereinafter referred to as the “Strategic Component”) constitutes a share-based payment transaction within the scope of Accounting Standards Codification 718, Compensation – Stock Compensation. Based on our telephone conversation with you and your colleagues on October 17, we understand that, as to the grant date of this transaction, it is the Staff’s view that, due to the qualitative nature of several of the performance conditions established by the Board of Directors for vesting of the Strategic Component, as well as the discretion involved in evaluating the achievement of those performance conditions, there was not a mutual understanding of the key terms and conditions of the award until the Board evaluated the achievement of those performance conditions. In consideration of the Staff’s view of the grant date of the Strategic Component, Verizon will in the future (i) treat any amounts awarded with respect to the Strategic Component and any similar strategic component of Mr. Seidenberg’s other equity incentive plan awards as stock awards granted on the last day of the applicable performance cycle and (ii) report such awards in the Stock Award column of the Summary Compensation Table for the applicable year. * * * * * The Company acknowledges that: • it is responsible for the adequacy and accuracy of the disclosures in its filings; • Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and • it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Correspondence regarding this letter may be directed to the attention of the undersigned at fax number (908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200. Sincerely, /s/ Robert J. Barish Robert J. Barish Senior Vice President and Controller cc: Paul Beswick Terry French Jonathan Groff Thomas Kim Anne Krauskopf James Kroeker Joel Levine Carlton Tartar Sharon Virga Francis J. Shammo Page 2 of 2