SEC Comment Letter for ORACLE CORP (ORCL, ORCL-PD) (CIK 0001341439) (ORCL) — Jan 21, 2016
ORACLE CORP (ORCL, ORCL-PD) (CIK 0001341439)
Date: Jan. 21, 2016 · CIK: 0001341439 · Accession: 0000000000-16-062025
AI Filing Summary & Sentiment
Reasoning
Letter
Mailstop 4628 January 20, 2016 Via E -mail Mark V. Hurd Chief Executive Officer Oracle Corporation 500 Oracle Parkway Redwood City, California 94065
Re: Oracle Corporation Form 10 -K for the Fiscal Year Ended May 31, 2015 Filed June 25, 2015 File No. 1 -35992
Dear Mr. Hurd:
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 disclosur e.
Please respond to these comments within ten business days by providing the requested information or advise 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 yo ur response.
After reviewing your response to these comments, we may have additional comments.
General
1. You stated in your letter to us dated January 23, 2013 that you had direct and indirect transactions with end users in Sudan and Syria, countri es which are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 10 -K does not include disclosure about contacts with those countries. Please provide us with information regarding your contacts with Sudan and Syria since the referenced letter. You should describe any products, technology, support or services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or oth er contacts you have had with the governments of Sudan and Syria 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 the contacts constitute a material
Mark V. Hurd Oracle Corporation January 20, 2016 Page 2
investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequ ent 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 va lue. As you know, 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 directed toward companies that have operations associated with Sudan and Syria.
We urge all persons who are responsible for the accuracy and adequacy of t he disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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 responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.
You may contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 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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Mailstop 4628 January 20, 2016 Via E -mail Mark V. Hurd Chief Executive Officer Oracle Corporation 500 Oracle Parkway Redwood City, California 94065 Re: Oracle Corporation Form 10 -K for the Fiscal Year Ended May 31, 2015 Filed June 25, 2015 File No. 1 -35992 Dear Mr. Hurd: 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 disclosur e. Please respond to these comments within ten business days by providing the requested information or advise 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 yo ur response. After reviewing your response to these comments, we may have additional comments. General 1. You stated in your letter to us dated January 23, 2013 that you had direct and indirect transactions with end users in Sudan and Syria, countri es which are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 10 -K does not include disclosure about contacts with those countries. Please provide us with information regarding your contacts with Sudan and Syria since the referenced letter. You should describe any products, technology, support or services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or oth er contacts you have had with the governments of Sudan and Syria 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 the contacts constitute a material Mark V. Hurd Oracle Corporation January 20, 2016 Page 2 investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequ ent 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 va lue. As you know, 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 directed toward companies that have operations associated with Sudan and Syria. We urge all persons who are responsible for the accuracy and adequacy of t he disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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 responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States. You may contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 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: Barbara Jacobs Assistant Director Division of Corporation Finance