SEC Comment Letter for NVIDIA CORP (NVDA) (CIK 0001045810) (NVDA) — Jan 31, 2017
NVIDIA CORP (NVDA) (CIK 0001045810)
Date: Jan. 31, 2017 · CIK: 0001045810 · Accession: 0000000000-17-003420
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4628 January 31 , 2017 Via E -mail Jen-Hsun Huang President and Chief Executive Officer Nvidia Corporation 2701 San Tomas Expressway Santa Clara, CA 95050
Re: Nvidia Corporation 10-K for Fiscal Year Ended January 31, 2016 Filed March 17, 2016 File No. 0-23985
Dear Mr. Huang :
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 comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments 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 comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
1. We are aware of websites indicating that Nvidia products are offered for sale in Sudan and Syria, countries designated by the Department of State as state sponsors of terrorism and subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, distributors, partners, resellers, customers or other direct or indirect arrangem ents. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.
2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address mate riality in quantitative
Jen-Hsun Huang Nvidia Corporation January 31, 2017 Page 2
terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, 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 reputation and share value. Various state and municipal 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. You should address the potential impact of the investor sentiment evidenced by such actions directe d toward companies that have operations associated with Sudan and Syria.
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 actio n 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 comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 January 31 , 2017 Via E -mail Jen-Hsun Huang President and Chief Executive Officer Nvidia Corporation 2701 San Tomas Expressway Santa Clara, CA 95050 Re: Nvidia Corporation 10-K for Fiscal Year Ended January 31, 2016 Filed March 17, 2016 File No. 0-23985 Dear Mr. Huang : 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 comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosure. Please respond to these comments 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 comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. 1. We are aware of websites indicating that Nvidia products are offered for sale in Sudan and Syria, countries designated by the Department of State as state sponsors of terrorism and subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, distributors, partners, resellers, customers or other direct or indirect arrangem ents. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control. 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address mate riality in quantitative Jen-Hsun Huang Nvidia Corporation January 31, 2017 Page 2 terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, 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 reputation and share value. Various state and municipal 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. You should address the potential impact of the investor sentiment evidenced by such actions directe d toward companies that have operations associated with Sudan and Syria. 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 actio n 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 comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Amanda Ravitz Assistant Director Division of Corporation Finance Tim Teter Semior Vice President , General Counsel and Secretary Nvidia Corporation Rebecca Peters Vice President, Corporate Affairs and Assistant Secretary Nvidia Corporation