SEC Comment Letter for NCR Voyix Corp (VYX, NCRRP) (CIK 0000070866) (VYX) — Jul 23, 2009
NCR Voyix Corp (VYX, NCRRP) (CIK 0000070866)
Date: July 23, 2009 · CIK: 0000070866 · Accession: 0000000000-09-039118
AI Filing Summary & Sentiment
File numbers found in text: 001-00395
Referenced dates: July 15, 2009, June 20, 2009, June 30, 2009
Letter
Mail Stop 4561 July 23, 2009 Nelson F. Greene Vice-President, Interim General Counsel and Board Secretary NCR Corporation 1700 South Patterson Blvd. Dayton, Ohio 45479 Re: NCR Corporation Form 10-K for the Year Ended December 31, 2008 Filed February 26, 2009 File No. 001-00395
Dear Mr. Greene:
We have reviewed your response letter dated July 15, 2009 in connection with the above-referenced filing and have the followi ng comments. If indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith supplemental information so we may better understand your disclosure. After re viewing this information, we may raise additional comments. Unless otherwise noted, where prior comments are referred to they refer to our letter dated June 30, 2009.
General
1. We note your response to our letter dated June 30, 2009. You state that your non- U.S. subsidiaries have sold products through unaffiliated non-U.S. distributors into Iran, Sudan, and Syria. Please identify for us any of your unaffiliated non- U.S. distributors to, and your customer s in, Iran, Sudan, and Syria who appear on the Treasury Department’s SDN List or otherwise are specifically sanctioned by the U.S. government. 2. We note your representation that, to the best of your knowledge, Ahli United does not employ your products, equipment, components, technology, software or services in activities in Ir an or any other embargoed c ountry. Please tell us the basis for the representation.
Nelson F. Greene NCR Corporation July 23, 2009 Page 2 3. Please describe to us the nature of th e non-U.S. origin goods that the Syrian branch of NCR (North Africa) Ltd., your s ubsidiary registered in Cyprus, resells to customers in Syria. 4. Please describe to us any agreements, co mmercial arrangements, or other contacts you or your subsidiaries have had, directly or indirectly, with the governments of Iran, Sudan, and Syria, or entities controlled by those governments. 5. Please discuss the materiality of any direct or indirect contacts with Iran, Sudan, and Syria described in response to our comment in our letter dated June 20, 2009 and the two foregoing comments in this letter, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s re putation and share value. As you may be aware, various state and municipa l governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis s hould address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have business contacts associated with Iran, Sudan, and Syria.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing any amendment and your response to our comments. You may contact David Edga r, Staff Accountant, at (202) 551-3459 or me at (202) 551-3406 if you have any questions regarding the above comments. S i n c e r e l y , P a t r i c k G i l m o r e Accounting Branch Chief
Show Raw Text
Mail Stop 4561 July 23, 2009 Nelson F. Greene Vice-President, Interim General Counsel and Board Secretary NCR Corporation 1700 South Patterson Blvd. Dayton, Ohio 45479
Re: NCR Corporation
Form 10-K for the Year Ended December 31, 2008
Filed February 26, 2009
File No. 001-00395
Dear Mr. Greene:
We have reviewed your response letter dated July 15, 2009 in connection with the
above-referenced filing and have the followi ng comments. If indicated, we think you
should revise your document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments. Unless otherwise noted, where prior comments are referred to they
refer to our letter dated June 30, 2009.
General
1. We note your response to our letter dated June 30, 2009. You state that your non-
U.S. subsidiaries have sold products through unaffiliated non-U.S. distributors into Iran, Sudan, and Syria. Please identify for us any of your unaffiliated non-
U.S. distributors to, and your customer s in, Iran, Sudan, and Syria who appear on
the Treasury Department’s SDN List or otherwise are specifically sanctioned by
the U.S. government.
2. We note your representation that, to the best of your knowledge, Ahli United does
not employ your products, equipment, components, technology, software or services in activities in Ir an or any other embargoed c ountry. Please tell us the
basis for the representation.
Nelson F. Greene
NCR Corporation July 23, 2009 Page 2 3. Please describe to us the nature of th e non-U.S. origin goods that the Syrian
branch of NCR (North Africa) Ltd., your s ubsidiary registered in Cyprus, resells
to customers in Syria.
4. Please describe to us any agreements, co mmercial arrangements, or other contacts
you or your subsidiaries have had, directly or indirectly, with the governments of
Iran, Sudan, and Syria, or entities controlled by those governments.
5. Please discuss the materiality of any direct or indirect contacts with Iran, Sudan,
and Syria described in response to our comment in our letter dated June 20, 2009
and the two foregoing comments in this letter, and whether those contacts
constitute a material investment risk for your security holders. You should
address materiality in terms of qualitative factors that a reasonable investor would
deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s re putation and share value. As you may
be aware, various state and municipa l governments, universities, and other
investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designated state sponsors of
terrorism. Your materiality analysis s hould address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have business contacts associated with Iran, Sudan, and Syria.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
You may contact David Edga r, Staff Accountant, at (202) 551-3459 or me at
(202) 551-3406 if you have any questions regarding the above comments.
S i n c e r e l y , P a t r i c k G i l m o r e
Accounting Branch Chief