United States securities and exchange commission logo
June 5, 2020
Serkan Okandan
Chief Financial Officer
VEON Ltd.
Claude Debussylaan 88
1082 MD, Amsterdam
the Netherlands
Re: VEON Ltd.
Form 20-F for the
Fiscal Year Ended December 31, 2019
Filed March 13,
2020
File No. 001-34694
Dear Mr. Okandan:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
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
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2019
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 73
1. We note you include a
discussion of changes in total Adjusted EBITDA before you
include a discussion of
changes in total profit or (loss). Please note that when you present
or discuss a non-IFRS
measure you must present the most directly comparable IFRS
measure with equal or
greater prominence. Please revise to ensure that in future filings
your results of
operations discussion begins with a discussion of the IFRS results. Also,
your cross reference to
the non-IFRS reconciliation in Note 2 does not serve as an
appropriate
reconciliation for your measure of total Adjusted EBITDA. Please revise to
include a
reconciliation of total adjusted EBITDA that begins with the IFRS measure of
net income. Refer to
Item 10(e)(1)(A) of Regulation S-K and Question 102.10 of the non-
GAAP C&DIs.
Serkan Okandan
VEON Ltd.
June 5, 2020
Page 2
Notes to Consolidated Financial Statements
Note 3. Operating Revenue, page F-15
2. Please tell us and revise to disclose in future filings the average
customer life over which
you recognize upfront fee revenue for contracts with an indefinite term.
Also, tell us the
amount of such revenue for each period presented.
3. Please revise to more clearly explain the circumstances under which you
act as principal
or agent for your content sales and clarify your reference to "primary
obligor." Refer to
paragraphs B34 - B38 of IFRS 15. Also, tell us the amount of revenue
earned as a
principal versus agent for each period presented.
Note 25. Condensed Separate Financial Information of Veon, page F-66
4. You state that the company had restricted net assets of 58% at December
31, 2019 and
therefore, you have presented parent only financial statements. Please
tell us, and in
future filings revise to describe, the nature and amount of significant
restrictions on the
ability of your subsidiaries to transfer funds to the parent through
intercompany loans,
advances or cash dividends. Also, in future filings, include a
reconciliation of equity
and net income to the consolidated financial statements prepared under
IFRS and a
reconciliation of the parent's cash flow statement to IFRS to the extent
there are material
difference.
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 Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or
Kathleen Collins, Accounting Branch Chief, at 202-551-3499 with any questions.
Sincerely,
FirstName LastNameSerkan Okandan
Division of
Corporation Finance
Comapany NameVEON Ltd.
Office of
Technology
June 5, 2020 Page 2
cc: Joel Trotter
FirstName LastName