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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Brighthouse Financial, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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10922N103
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(CUSIP Number)
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December 31, 2018
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,650,456 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,650,456 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,650,456 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.4%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Advisors, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
626,363 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
626,363 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
626,363 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.5%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
975,900 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
975,900 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
975,900 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.8%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,602,263 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,602,263 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,602,263 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.4%
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12
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Type of Reporting Person (See Instructions)
HC
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
3,292,719 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
3,292,719 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,292,719 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
2.8%
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12
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Type of Reporting Person (See Instructions)
HC
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AMENDMENT NO. 1 TO SCHEDULE 13G
This Amendment No. 1 (the "Amendment") to Schedule 13G
relating to common stock, par value $0.01 per share ("Common Stock") of Brighthouse
Financial, Inc., a Delaware corporation (the "Company" or the "Issuer"), is being filed with the Securities and Exchange Commission (the "SEC") as an amendment to
the Schedule 13G filed with the SEC on February 14, 2018. This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation ("Greenlight Inc."), DME Advisors, LP, a Delaware limited partnership ("DME Advisors"), DME Capital Management, LP, a Delaware limited partnership ("DME CM"), DME Advisors GP, LLC, a Delaware limited liability company ("DME GP" and together with Greenlight
Inc., DME Advisors and DME CM, "Greenlight"), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the "Reporting Persons").
This Amendment relates to Common Stock of the Issuer held by Greenlight for the account of private investment funds and other accounts for which Greenlight acts as investment manager (or general partner of the investment manager) and with respect to which Mr.
Einhorn may be deemed to have indirect investment and/or voting power as the principal of Greenlight and other affiliated entities. DME GP is the general partner of DME Advisors and DME CM.
The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Common Shares reported herein. Pursuant to Rule 13d-4,
each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of Common Stock, if applicable.
This Amendment is being filed to amend and restate Items 4 and 5 as follows:
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
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(a)
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Amount Beneficially Owned
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Greenlight Inc. may be deemed
the beneficial owner of 1,650,456 shares of Common Stock.
DME Advisors may be deemed the
beneficial owner of 626,363 shares of Common Stock.
DME CM may be deemed the beneficial owner of 975,900 shares of Common Stock.
DME GP may be deemed the
beneficial owner of 1,602,263 shares of Common Stock.
David Einhorn may be deemed
the beneficial owner of 3,292,719 shares of Common Stock.
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(b)
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Percent of Class
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The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference
into this Item 4(b) for each such Reporting Person. The percentages reported herein are calculated on the basis of there being 118,601,232 shares of Common Stock outstanding as of November 2, 2018, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 6, 2018.
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(c)
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Number of shares as to which such person has:
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The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: February 14, 2019
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GREENLIGHT CAPITAL, INC.
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS, LP
By: DME Advisors GP, LLC,
its General Partner
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| By: /s/ DANIEL ROITMAN | |
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Daniel Roitman
Chief Operating Officer |
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DME CAPITAL MANAGEMENT, LP
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By: DME Advisors GP, LLC,
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its General Partner
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS GP, LLC
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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/s/ DANIEL ROITMAN*
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Daniel Roitman, on behalf of David Einhorn
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* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G
on David Einhorn's behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.
x