SEC Comment Letter for NCR Voyix Corp (VYX, NCRRP) (CIK 0000070866) (VYX) — Mar 30, 2010
NCR Voyix Corp (VYX, NCRRP) (CIK 0000070866)
Date: March 30, 2010 · CIK: 0000070866 · Accession: 0000000000-10-017437
AI Filing Summary & Sentiment
File numbers found in text: 001-00395
Letter
Mail Stop 4561 M a r c h 3 0 , 2 0 1 0 Robert Fishman Vice President and Interim Chief Financial Officer NCR Corporatio n 3097 Satellite Boulevard Duluth, GA 30096 Re: NCR Corporation Form 10-K for the Fiscal Ended December 31, 2009 Filed February 26, 2010 File No. 001-00395
Dear Mr. Fishman:
We have reviewed the above referenced filing and have the following comments. If indicated, we think you should re vise 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 detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requ irements 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 liste d at the end of this letter. Form 10-K for the Fiscal Year Ended December 31, 2009
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Operations, page 42 1. We note from your disclosure on page 54 that you classified $142 million of costs related to the Fox River environmental ma tter as a non-operating expense for the year ended December 31, 2009. Please explain w hy you believe classifying these costs outside of income from operations is appropriate and how you considered the guidance under FASB ASC 410-30-45-4 which indicates that such costs should be classified as a component of operating income.
Robert Fishman NCR Corporation March 30, 2010 Page 2 Note 8 Employee Stock Compensation Plans, page 61
2. We note your disclosure that a recipient of restricted stock has all the rights of a stockholder subject to certain re strictions on transferability and a risk of forfeiture. Clarify whether the holders of nonvested restricted stock have nonforfeitable rights to dividends or dividend equivalents. In this regard, tell us whether you consider these awards to be participating securities that should be included in your computation of earnings per share under the two-class method. Refer to ASC 260-10-45-61A. Note 11 Commitments and Contingencies
Environmental Matters, page 76
3. We note that NCR and Appleton Papers, Inc. (API) formed a limited liability company (LLC) for purposes of, among othe r things, entering into the Tetra Tech remediation contract. Please tell us how you evaluated whether the LLC is a variable interest entity and if so, whether NCR is the primary beneficiary. 4. We note that on December 16, 2009, a ruling was reached by the federal court in Green Bay, Wisconsin which held that you could not recover from certain other potentially responsible parties (PRPs), a ny costs incurred in the Fox River cleanup. We also note your disclosure in your 2008 10- K that one factor in determining your potential liability related to the Fox Ri ver cleanup assumes that other PRPs will remain financially viable and will be able to pay their ultimate allocable shares of any liability for the clean-up costs. Please quantify the costs you assumed the PRP’s would pay prior to the ruling and explain how you determined that collection of costs from the PRPs involved in the litigation was probable in periods during which the litigation was underway. As part of your response, please tell us how you considered the guidance in FASB ASC 410-30- 35-8 through FASB ASC 410-30-35-10.
Item 15. Exhibits, Financial Statement Schedules, page 93
5. We note that certain of your executive officer s are parties to employment agreements with the company. We are unable to locat e the agreements with Messrs. Bruno, Leav and Dorsman. Please advise.
* * * * * * *
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 a ny amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed cover lette rs greatly facilitate our revi ew. Please understand that we
Robert Fishman NCR Corporation March 30, 2010 Page 3 may have additional comments after reviewi ng any amendment and your response 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 th e filing includes all inform ation required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. 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. 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 disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities 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 Divisi on of Corporation Fina nce in our review of your filing or in response to our comments on your filing.
You may contact David Edgar, Staff Accountant, at ( 202) 551-3406 if you have any questions regarding comments on the financial statements and related matters. Please address questions regarding all other comments to Matthew Cris pino, Staff Attorney, at (202) 551-3456. If you need further assistance, you may contact me at (202) 551-3406.
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 M a r c h 3 0 , 2 0 1 0 Robert Fishman Vice President and Interim Chief Financial Officer
NCR Corporatio n
3097 Satellite Boulevard Duluth, GA 30096
Re: NCR Corporation
Form 10-K for the Fiscal Ended December 31, 2009
Filed February 26, 2010
File No. 001-00395
Dear Mr. Fishman:
We have reviewed the above referenced filing and have the following comments. If
indicated, we think you should re vise 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 detailed as necessary in your explanation. In some of
our comments, we may ask you to provide us with supplemental information so we may
better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 liste d at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2009
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Operations, page 42
1. We note from your disclosure on page 54 that you classified $142 million of costs
related to the Fox River environmental ma tter as a non-operating expense for the year
ended December 31, 2009. Please explain w hy you believe classifying these costs
outside of income from operations is appropriate and how you considered the
guidance under FASB ASC 410-30-45-4 which indicates that such costs should be classified as a component of operating income.
Robert Fishman
NCR Corporation March 30, 2010 Page 2 Note 8 Employee Stock Compensation Plans, page 61
2. We note your disclosure that a recipient of restricted stock has all the rights of a
stockholder subject to certain re strictions on transferability and a risk of forfeiture.
Clarify whether the holders of nonvested restricted stock have nonforfeitable rights to
dividends or dividend equivalents. In this regard, tell us whether you consider these
awards to be participating securities that should be included in your computation of earnings per share under the two-class method. Refer to ASC 260-10-45-61A.
Note 11 Commitments and Contingencies
Environmental Matters, page 76
3. We note that NCR and Appleton Papers, Inc. (API) formed a limited liability
company (LLC) for purposes of, among othe r things, entering into the Tetra Tech
remediation contract. Please tell us how you evaluated whether the LLC is a variable interest entity and if so, whether NCR is the primary beneficiary.
4. We note that on December 16, 2009, a ruling was reached by the federal court in
Green Bay, Wisconsin which held that you could not recover from certain other potentially responsible parties (PRPs), a ny costs incurred in the Fox River cleanup.
We also note your disclosure in your 2008 10- K that one factor in determining your
potential liability related to the Fox Ri ver cleanup assumes that other PRPs will
remain financially viable and will be able to pay their ultimate allocable shares of any
liability for the clean-up costs. Please quantify the costs you assumed the PRP’s
would pay prior to the ruling and explain how you determined that collection of costs
from the PRPs involved in the litigation was probable in periods during which the
litigation was underway. As part of your response, please tell us how you considered
the guidance in FASB ASC 410-30- 35-8 through FASB ASC 410-30-35-10.
Item 15. Exhibits, Financial Statement Schedules, page 93
5. We note that certain of your executive officer s are parties to employment agreements
with the company. We are unable to locat e the agreements with Messrs. Bruno, Leav
and Dorsman. Please advise.
* * * * * * *
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 a ny amendment to expedite our review. Please
furnish a cover letter that keys your response to our comments and provides any requested information. Detailed cover lette rs greatly facilitate our revi ew. Please understand that we
Robert Fishman
NCR Corporation March 30, 2010 Page 3 may have additional comments after reviewi ng any amendment and your response 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 th e filing includes all inform ation required under the
Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision. 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.
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 disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities 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 Divisi on of Corporation Fina nce in our review of
your filing or in response to our comments on your filing.
You may contact David Edgar, Staff Accountant, at ( 202) 551-3406 if you have any
questions regarding comments on the financial statements and related matters. Please
address questions regarding all other comments to Matthew Cris pino, Staff Attorney, at (202)
551-3456. If you need further assistance, you may contact me at (202) 551-3406.
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