SEC Comment Letter for NCR Voyix Corp (VYX, NCRRP) (CIK 0000070866) (VYX) — Nov 14, 2018
NCR Voyix Corp (VYX, NCRRP) (CIK 0000070866)
Date: Nov. 14, 2018 · CIK: 0000070866 · Accession: 0000000000-18-035294
AI Filing Summary & Sentiment
Letter
Mail Stop 4628 November 14, 2018 Via E -mail Andre J. Fernandez Chief Financial Officer NCR Corporation 864 Spring Street NW Atlanta, GA 30308
Re: NCR Corporation 10-K for Fiscal Year Ended December 3 1, 2017 Filed February 26, 2018 File No. 1-00395
Dear Mr. Fernandez :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comment . Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comment , we ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment , we may have additional comments.
General
1. You indicate on page 86 of the 10 -K that you may have had a Syrian branch, two employees and property in Syria as recently as April 2016. Additionally, you sta te on page 36 of the 10 -K filed February 24, 2017 that you maintained a bank account and guarantees at the Commercial Bank of Syria between January 1, 2016 and April 30, 2016. We are aware of news reports which appear to indicate that Commercial Bank of Syri a operates NCR ATMs. Finally, you provide on page 29 of the 10 -K revenue figures by “geographic theater” including for “Europe, Middle East Africa (EMEA),” a region that includes Sudan and Syria.
As you know, Sudan and Syria are designated by the Departm ent of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts
Andre J. Fernandez NCR Corporation November 14, 2018 Page 2 with Sudan and Syria since your letter to us dated N ovember 18, 2015, including contacts with their governments, whether through subsidiaries, affiliates, distributors, partners, resellers, customers, joint ventures or other direct or indirect arrangements. Please also discuss the materiality of those cont acts, in quantitative terms and in terms of qualitative factors that a reasonable investor would deem important in making an investment decision. Tell us the approximate dollar amounts of revenues, assets and liabilities associated with those countries fo r the last three fiscal years and the subsequent interim period. Address for us the potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies that have operations associated with U. S.-designated state sponsors of terrorism.
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 Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comment or our review.
Sincerely,
/s/ Ce cilia Blye
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Mail Stop 4628 November 14, 2018 Via E -mail Andre J. Fernandez Chief Financial Officer NCR Corporation 864 Spring Street NW Atlanta, GA 30308 Re: NCR Corporation 10-K for Fiscal Year Ended December 3 1, 2017 Filed February 26, 2018 File No. 1-00395 Dear Mr. Fernandez : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comment . Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comment , we ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment , we may have additional comments. General 1. You indicate on page 86 of the 10 -K that you may have had a Syrian branch, two employees and property in Syria as recently as April 2016. Additionally, you sta te on page 36 of the 10 -K filed February 24, 2017 that you maintained a bank account and guarantees at the Commercial Bank of Syria between January 1, 2016 and April 30, 2016. We are aware of news reports which appear to indicate that Commercial Bank of Syri a operates NCR ATMs. Finally, you provide on page 29 of the 10 -K revenue figures by “geographic theater” including for “Europe, Middle East Africa (EMEA),” a region that includes Sudan and Syria. As you know, Sudan and Syria are designated by the Departm ent of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts Andre J. Fernandez NCR Corporation November 14, 2018 Page 2 with Sudan and Syria since your letter to us dated N ovember 18, 2015, including contacts with their governments, whether through subsidiaries, affiliates, distributors, partners, resellers, customers, joint ventures or other direct or indirect arrangements. Please also discuss the materiality of those cont acts, in quantitative terms and in terms of qualitative factors that a reasonable investor would deem important in making an investment decision. Tell us the approximate dollar amounts of revenues, assets and liabilities associated with those countries fo r the last three fiscal years and the subsequent interim period. Address for us the potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies that have operations associated with U. S.-designated state sponsors of terrorism. 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 Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comment or our review. Sincerely, /s/ Ce cilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Barbara Jacobs Assistant Director Division of Corporation Financ e