April 28, 2017
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 4561
Attention: | Barbara C. Jacobs |
Christine Dietz |
Stephen Krikorian |
Ji Shin |
Laura Veator |
Re: | Nuance Communications, Inc. |
Form 10-K for the Fiscal Year Ended September 30, 2016 |
Filed November 22, 2016 |
Form 8-K furnished on November 17, 2016 |
File No. 001-36056 |
Ladies and Gentleman:
We are responding to the comments received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter to Nuance Communications, Inc. (the “Company,” “Nuance,” “we” or “us”), dated March 30, 2017 (the “Comment Letter”) relating to the above referenced Annual Report on Form 10-K, filed on November 22, 2016 (the “Form 10-K”) and Current Report on Form 8-K, furnished on November 17, 2016 (the “Form 8-K”) and in response to our prior response letter dated March 20, 2017 to certain comments from the Staff regarding the Form 10-K and the Form 8-K received by letter originally on February 2, 2017.
For your convenience, we have repeated your comments below in bold italic type before each of our responses.
Form 8-K furnished on November 17, 2016
1. | We note your response to prior comment 6 regarding the non-cash tax adjustment. In future filings, please revise to reflect the current and deferred tax expense commensurate with the non-GAAP measure of profitability in accordance with Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. |
Response to Comment 1:
The Company acknowledges the Staff’s comment and will revise its non-GAAP net income measure in future filings to reflect the current and deferred tax expense commensurate with the non-GAAP measure of profitability in accordance with Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.
U.S. Securities and Exchange Commission
April 28, 2017
Page 2
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We appreciate the assistance the Staff has provided with its comments. Please direct your questions or comments regarding the Company’s response to the undersigned at (781) 565-5000. Thank you for your assistance.
Sincerely, |
/s/ Daniel D. Tempesta |
Chief Financial Officer |
cc: | Paul A. Ricci,Nuance Communications, Inc. |
Kenneth M. Siegel,Nuance Communications, Inc. |
Michael C. Labriola,Wilson Sonsini Goodrich & Rosati, Professional Corporation |