Withdrawn

"Wacker Chemie AG reportedly provides products in Iran. In 2019, CalSTRS identified Wacker Chemie AG as potentially having ties to Iran and began the review process. In 2020, CalSTRS removed Wacker Chemie AG after reviewing the company’s internal controls to prevent sanction violations."

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In 2019, the California State Teachers’ Retirement System (“CalSTRS”) identified Wacker Chemie as reportedly providing products in Iran and began the review process.

According to its Annual Report filed with the SEC for fiscal year 2013: "As disclosed in our Quarterly Report on Form 10-Q filed for our fiscal quarter ended January 31, 2013, certain employees of non-U.S. VeriFone subsidiaries provided technical support services to a third-party distributor based in Dubai, U.A.E., with reason to know that the services would assist the distributor in reselling certain VeriFone point of sale terminals out of its inventory to two Iranian entities, Bank Melli and Bank Mellat. Both of these banks are identified in Section 13(r)(1)(D) as entities with which transactions and dealings are subject to disclosure. These services related to sales to the Dubai-based third-party distributor from two non-U.S. VeriFone subsidiaries in the prior fiscal year, and net revenues from these sales were recognized in the prior fiscal year. No sales were made to this distributor during the current reporting period. This third-party distributor is not listed on any U.S. sanctions lists and is not, to our knowledge, an Iranian government-owned entity or otherwise acting on behalf of the Government of Iran. These activities by employees of our non-U.S. subsidiaries were conducted in contravention of VeriFone's export control and sanctions policies, which prohibit VeriFone and its affiliates from conducting any activities, transactions or dealings with Iran or Iranian counterparties.

The non-U.S. VeriFone subsidiaries did not charge the third-party distributor any fees for the technical support services provided by its employees. Accordingly, we recognized no net revenues or profit from this activity. VeriFone does not intend to continue this activity or to knowingly permit any activities with Iran or Iranian counterparties. In connection with our discovery of the above-described activities, we have terminated all business activities with this distributor because such activities constitute breaches of our contractual terms with such distributor (although one of the non-U.S. VeriFone subsidiaries has engaged and may continue to engage in efforts to collect and receive amounts due from the distributor with respect to the fiscal year 2012 sales). We have also adopted a number of additional compliance measures and controls designed to prevent such activity from recurring.

Separately, as disclosed in our Quarterly Report on Form 10-Q filed for our fiscal quarter ended January 31, 2013, we identified six POS terminals that were being leased to the Iranian embassy in Sweden by a Swedish subsidiary of Point, and two POS terminals that were being leased to the Iranian Embassy in Norway by Point's Norwegian subsidiary. We acquired Point, a former distributor of our system solutions, in December 2011. All of these leases had been in place prior to VeriFone's acquisition of Point. Of these leased terminals, one terminal is a VeriFone-branded terminal and is of U.S. origin. This VeriFone terminal was leased by the Point Swedish subsidiary in 2010 in apparent contravention of the distribution agreement we had in place with Point at the time which, among other provisions, prohibited distribution of our terminals in contravention of applicable U.S. export control laws. As part of these leases these Point subsidiaries also provided ancillary software, customer support services and supplies, such as paper rolls, for the leased terminals. Between November 1, 2012 and January 31, 2013, we recognized approximately $1,730 in total net revenues from these activities. We are unable to calculate net profits allocable to individual leases, but the net profits related to these leases would be at an amount less than the net revenues. These two Point subsidiaries terminated their respective lease agreements with the Iranian embassies and, as a result, no longer provide any products or services to the Iranian embassies in Sweden and Norway, nor do we intend to do so in the future.

We have made voluntary disclosure of the foregoing matters to OFAC and intend to cooperate fully with OFAC.

We have also identified that Wynid Technologies S.A. (“Wynid”), a French subsidiary that we acquired as part of our acquisition of Hypercom in August 2011, had leased one POS terminal to the Paris sales office of Iran Air, an Iranian airline with which transactions and dealings are subject to disclosure under Section 13(r)(1)(D). The lease to Iran Air commenced in October 2008, prior to our acquisition of Hypercom, and terminated without renewal on December 2, 2012. The leased terminal is an Artema-branded terminal, a non-U.S. origin product that Hypercom had assumed through its 2008 acquisition of the Europe-based e-Transactions business of Thales SA, a French company. The terminal leased to the Iran Air sales office in Paris was part of Wynid’s arrangement with one of its bank customers to lease terminals to the bank’s various end merchant locations. The lease arrangements, including order management, onboarding of lessees, terminal shipments, and customer invoicing, were administered by a third-party that Wynid had subcontracted to manage the leasing of POS devices to the bank’s end customers. The subcontracted third-party also handled all maintenance, repair, helpdesk, and other services for the bank’s end customers. Under this arrangement, Wynid received monthly rental fees for the leased terminals and paid management fees to the subcontractor for administering the leases and servicing the rental estate. During the fiscal quarter ended January 31, 2013, Wynid generated total revenues from this lease of approximately 22 euros. We are unable to calculate net profits allocable to this individual lease, but the costs associated with the lease include approximately 7 euros of fees paid to the subcontractor for the fiscal quarter ended January 31, 2013. The terminal and related documentation were returned at the termination of the lease in December 2012."

According to its Quarterly Report filed with the SEC for fiscal year 2013: "We recently identified a shipment to the Iranian embassy in Helsinki, Finland as described below. On February 11, 2013, a UPS customer in Sweden shipped a package to the Iranian embassy in Helsinki, Finland. Pursuant to our trade compliance policies and procedures, we intercepted and locked down the shipment in our facility in Finland. On February 20, 2013, consistent with our obligations under the regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), we filed an initial report of blocked property with OFAC. However, on June 26, 2013, the package was inadvertently released in violation of UPS trade compliance policies and procedures and delivered to the Iranian embassy in Helsinki, Finland. The shipment contained only computer printer ink cartridges. The revenue for this shipment was approximately $35.00. There was no profit associated with this shipment.
The release of the shipment was inadvertent and not in accordance with our compliance policies and procedures. We have filed a voluntary self-disclosure of this inadvertent shipment to OFAC. In addition, following this incident, we have implemented enhanced procedures to prevent the recurring of similar activities."

According to its Annual Report filed with the SEC for fiscal year 2015: "During our routine internal quarterly review of transactions, we discovered that we sold certain perpetual license software products and maintenance services through a third party reseller in January 2015 to Bank Melli Iran, an entity designated by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) as an entity owned or controlled by the Government of Iran and blocked pursuant to Executive Order No. 13382. The transaction was consummated with a third party reseller located in Dubai, United Arab Emirates and we received payment of $29,733 for the sale of the software and maintenance services. At the time of fulfillment, the name and location of the end user was supplied to us as Bank Melli Iran located in Dubai, United Arab Emirates. Upon further diligence in our internal quarterly review, we recognized that the customer was blocked and immediately ceased providing all ongoing maintenance services, including access to receive updated versions of the software and support services. We therefore have no further obligations to Bank Melli Iran and do not intend to continue providing them with software or services in the future. We have voluntarily filed appropriate disclosure with OFAC and the U.S. Department of Commerce, Bureau of Industry and Security."

According to a report filed with the SEC for fiscal year 2013: "Beginning in 2008, O'Brien's Response Management, LLC ("ORM"), an affiliate of SEACOR through its 54.2% economic interest in Witt O'Brien's LLC, was a party to a contract to provide oil spill response services to Libra Shipping S.A. ("Libra"), a shipping company incorporated in the Marshall Islands and registered in Greece. Pursuant to the contract, ORM would assist Libra in coordinating the response in the event of an oil spill. While there has been no oil spill requiring ORM to perform these services under the contract, ORM has provided various other services to Libra, including assisting in developing a response plan for any future oil spills.
On March 14, 2013, Libra was designated as a “Specially Designated National” ("SDN") by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") under the Iranian Transactions and Sanctions Regulations, pursuant to Executive Order 13599. Following that designation, ORM has not provided any services or engaged in any transactions under the contract with Libra and no further services are planned. As required by applicable regulations, ORM has submitted a blocked property report to OFAC regarding such contract. In addition, ORM has obtained a specific license from OFAC to terminate the contract with Libra and receive outstanding payments from Libra for services rendered prior to the designation. On April 17, 2013, ORM received the outstanding payments from Libra, which were authorized by OFAC's specific license. As noted, ORM has no further services planned under the contract and has obtained a license from OFAC authorizing ORM to terminate the contract. The services rendered pursuant to the contract prior to Libra's designation as an SDN were not prohibited under any U.S. export controls or sanctions laws and regulations at the time such services were rendered."
 

According to its Annual Report filed with the SEC for fiscal year 2019: "In this context, SAP voluntarily self-disclosed potential export controls and economic sanctions violations to the U.S. DOJ and the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) in September 2017. At the same time, SAP provided notification to the U.S. SEC and responded to an SEC comment letter on export restriction matters in October 2017. SAP has also provided disclosure to the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) based on the same alleged facts. Finally, pursuant to Section 219 of the U.S. Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the U.S. Securities Exchange Act of 1934, SAP has filed the required Iran Notice with the U.S. SEC. The alleged conduct may result in monetary penalties or other sanctions under U.S. sanctions and export control laws."

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According to its Annual Report filed with the SEC for fiscal year 2018: "SAP has taken remedial actions to terminate access to SAP products and services for certain end users and block additional business activities with these end users through SAP or SAP partners. We have implemented further enhancements to our export control compliance program, including new internal controls, and have increased the capacity of the Export Control Compliance team with a particular focus on high-risk countries. SAP has also required additional due diligence, conducted by independent third-parties, for certain SAP partners based in high-risk regions. We are fully committed to compliance with all U.S., EU, and German laws regarding economic sanctions and export controls, including laws restricting the sale, export, and usage of SAP software and services in Iran and in other embargoed countries."

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According to its Annual Report filed with the SEC for fiscal year 2017: "The Company is investigating allegations that certain Company independent partners violated the Company’s contractual terms and sold Company products and services in embargoed countries, including Iran, Syria, Sudan, and Cuba. These third parties presumably did not adhere to the Company’s strict procedures for indirect business activities. To the extent any independent company chooses not to follow the Company’s licensing procedures, the Company is ultimately limited in its ability to stop their activities.  Nonetheless, the Company devotes considerable resources to prevent and mitigate such activities should they occur. We are also investigating allegations regarding direct sales between the Company and certain customers, who may have engaged in unauthorized activities in Iran and other embargoed countries. The Company’s Legal Compliance and Integrity Office is conducting investigations with the assistance of an external law firm."

In 2019, CalSTRS identified Logo Yazim Sanayi Ve Ticar as potentially having ties to Iran. CalSTRS subsequently removed the company after confirming the winddown of their Iranian involvement and reviewing the company’s internal controls. 

According to its Quarterly Report filed with the SEC in 2015: "On November 2, 2015, the Company filed a Voluntary Self-Disclosure with the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") regarding a distribution agreement ("Agreement") between Marin's, a foreign-incorporated French subsidiary, and a third-party distributor located in the United Arab Emirates. Marin's entered into the Agreement prior to its acquisition by the Company in February 2015 and granted the Emirati a distribution territory that included Iran. Marin's action was legal under French law at the time and the Company had no knowledge of this action. The Company discovered the Agreement during post-merger diligence, investigated Marin's Iran-related activities, and subsequently verified that Marin's did not engage in any Iran-related transactions following the February 2015 acquisition. The Company also amended the Agreement to exclude Iran from the Emirati distributor's territory. The Company cannot predict when OFAC will conclude its review of the Voluntary Self-Disclosure."

According to the Oracle website, "In accordance with United States’ and applicable export control and economic sanctions laws and regulations, all Oracle products and services* are prohibited for export/reexport/transfer (includes in-country transfer) to or access by (includes cloud access) the following:

Any company or national of Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region. Export licensing of commodities or services intended for these countries is presumed denied;"

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According to its Annual Report filed with the SEC in 2013: "We recently identified an order placed in February 2013 for $1,541.05 for one of our database software products by a non-U.S. third party reseller through a non-U.S. third party partner on behalf of an entity that is an overseas branch location (outside of Iran) of a financial institution owned or controlled by the Government of Iran that has been designated pursuant to Executive Order 13224. Our software was included as part of an overall banking software solution being licensed from the non-U.S. reseller to this entity, and the Oracle software constituted a very small component – approximately 2% of the cost – of the overall solution. To our knowledge, no employees of Oracle had any contact with this entity during fiscal 2013. Upon learning of this order and verifying the identity of this entity, we deactivated this entity in our ordering systems and terminated all business activities involving this entity. Oracle does not intend to continue this activity or to knowingly permit any activities with this entity in the future. We have implemented additional measures designed to prevent such activity from recurring. We are unable to calculate the net profits attributable to this activity, but such net profits would be less than the revenues.

We also identified a transaction for $5,516.52 between Oracle and the United Arab Emirates office of an insurance company owned or controlled by the Government of Iran. In March 2013, this entity renewed its support contract for our database and middleware software products that this entity had licensed through various non-U.S. third party partners and resellers prior to the date such entity was formally designated as owned or controlled by the Government of Iran. No employees of Oracle provided any customer support services to this entity during fiscal 2013. Upon learning of this support renewal, we terminated the support contract, deactivated this entity in our ordering systems and terminated all business activities involving this entity. Oracle does not intend to continue this activity or to knowingly permit any activities with this entity in the future. We have implemented additional measures designed to prevent such activity from recurring. We are unable to calculate the net profits attributable to this activity, but such net profits would be less than the revenues.

We have made voluntary disclosure of these matters to the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and intend to cooperate fully with OFAC."

According to its Annual Report filed with the SEC for fiscal year 2013: "The Iran Threat Reduction and Syria Human Rights Act of 2012, signed into law by President Obama on August 10, 2012, added a new Section 13(r) to the Exchange Act, which requires us to disclose whether the Company or any of its affiliates has engaged in certain Iran-related activities during the reporting period. All of the transactions referenced below involved the supply by our wholly-owned Singaporean subsidiary, Oil States (Asia) Ptd Ltd ("Oil States (Asia)"), of riser pipes and associated material for use in the development of the South Pars Gas Field, development of which is controlled and mandated by Pars Oil & Gas Co, which was designated in December 2010 by the Office of Foreign Assets Control (OFAC) as being owned or controlled by the Government of Iran. Since the completion of the transactions described below, Oil States (Asia) has wound down all of its Iran-related business, and voluntary self-disclosures have been submitted to OFAC and the State Department about these transactions.

Transaction with Petroleum Pipe Middle East (FZE)

This transaction involved the sale of riser pipe and associated material by Oil States (Asia) to Petroleum Pipe Middle East (FZE) ("PPME"). PPME is a company in the United Arab Emirates ("UAE") and a subsidiary of Petroleum Pipe Company, a company incorporated in the Jersey Islands. Oil States (Asia) was aware that PPME was placing the order for an intermediate customer, Dana Kish Drilling Company ("Dana Kish"). Dana Kish ultimately used the products in question for the development of the South Pars Gas Field, which is controlled and mandated by Pars Oil & Gas Co. The PPME transaction began with discussions and quotations to PPME in February 2012 and resulted in Oil States (Asia)'s acceptance of PPME's order on August 20, 2012, which was subsequently revised and ultimately finalized on January 7, 2013. Oil States (Asia) made two shipments to PPME in the UAE, on November 29, 2012 and March 8, 2013. The total value of PPME's order was approximately $4.2 million, for which Oil States (Asia) received an estimated net profit of $0.4 million.

Transactions with Integrated Energy Systems Trading FZC

These transactions involved the sale of riser pipe and associated material by Oil States (Asia) to Integrated Energy Systems Trading FZC ("IEST"). IEST is a company in the UAE and a subsidiary of Integrated Energy Systems Holdings, a Russian company. IEST was placing the orders for an intermediate customer, Petro Karan Shafagh Kish ("PKSK"), an Iranian entity. PKSK ultimately used the products in the development of the South Pars Gas Field.

This transaction consisted of two orders. Oil States (Asia) accepted both orders from IEST on October 10, 2011, which were subsequently revised and ultimately finalized on April 9, 2012. Oil States (Asia) made two shipments to IEST in Iran on May 18, 2012 and December 24, 2012. The total value of IEST's orders were approximately $11.7 million, for which Oil States (Asia) received an estimated net profit of $1.3 million.

Transaction with Petropars International FZE

This transaction involved the sale of riser pipe and associated material by Oil States (Asia) to Petropars International, FZE (“Petropars”). Petropars is a UAE entity that was designated in June 2010 by OFAC as ultimately owned or controlled by the Government of Iran. Oil States (Asia) issued invoices in December of 2011 and received payment of approximately $4.3 million in January of 2012 for an estimated net profit of approximately $0.5 million."

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According to its Quarterly Report filed with the SEC for fiscal year 2012: "The Iran Threat Reduction and Syria Human Rights Act of 2012, signed into law by President Obama on August 10, 2012, added a new Section 13(r) to the Exchange Act, which requires us to disclose whether the Company or any of its affiliates has engaged in certain Iran-related activities during the reporting period. In the second quarter of 2013, our wholly-owned Singaporean subsidiary, Oil States (Asia) Ptd Ltd (Oil States (Asia)), received two payments in connection with a prior transaction for the sale of riser pipe and associated material to a United Arab Emirates company, for ultimate use in the South Pars Gas Field. This field is controlled and mandated by Pars Oil & Gas Co, an entity designated in December 2010 by the Office of Foreign Assets Control (OFAC) as being owned or controlled by the Government of Iran. The transaction that is the subject of this disclosure commenced at a time when Oil States (Asia) was not subject to the Iranian Transactions and Sanctions Regulations, 31 C.F.R. Part 560 (ITSR). The total value of Oil States (Asia)’s transaction was approximately $4.2 million, for which it received an estimated net profit of $0.4 million. The two payments that Oil States (Asia) received during the reporting period totaled approximately $2.2 million. Except for the receipt of these two final payments from its customer during April 2013, Oil States (Asia) completed the transaction in accordance with and during the validity period of the wind-down general license at ITSR Section 560.555, which expired on March 8, 2013. Oil States (Asia) has wound down its Iran-related business, and the Company has submitted voluntary self-disclosures to OFAC and the State Department about this transaction."