ATLANTA – June 26, 2023 – NCR Corporation (NYSE: NCR), a leading enterprise technology provider, today announced the filing of the Form 10 registration statement with the U.S. Securities and Exchange Commission (SEC) for the planned spin-off of its ATM business.
This Form 10 filing is a key milestone in NCR’s previously announced plan to separate into two independent, publicly traded companies – one focused on digital commerce, the other on ATMs – expected in the fourth quarter of 2023.
The Form 10 includes important information about the ATM company’s business, strategy, summary of solutions and historical financial results.
The Form 10 also names current NCR executive leaders who have been designated to join the ATM company, with more executive leaders to be communicated by August. In addition to Tim Oliver, previously announced as designate Chief Executive Officer of the ATM company and currently NCR Senior EVP and Chief Financial Officer, planned executives of the ATM company in the filing include:
“We are building an organization that will sustain NCR’s market leadership and extend the success of our ATM-centric businesses well into the future,” said Tim Oliver.
The ATM company will be a cash-generative business positioned to focus on delivering ATM as a Service to a large, installed customer base across banks and retailers. It will build on NCR’s leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. The company will also continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to shareholders.
“NCR's Q1 2023 financial results demonstrated the strength of our business, reinforced by our ability to deliver continued performance in parallel with separation activities,” said NCR CEO Michael D. Hayford. “Our ATM and digital commerce businesses will enter the transaction with strong operational performance and strategic momentum. I remain confident that the separation will enhance the future of both companies and liberate shareholder value.”
Future updates to the ATM company’s registration statement on Form 10 will be filed with the SEC and may be viewed at www.sec.gov. The registration statement on Form 10 currently filed is subject to change and will be made final prior to its effective date. The separation transaction will follow the satisfaction of customary conditions which are disclosed in the ATM company’s registration statement on Form 10, including effectiveness of appropriate filings with the SEC. Should alternative options become available in the future that could deliver superior value to our shareholders than the planned separation, such as a whole or partial company sale of NCR, the Board remains open to considering alternative scenarios.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in transforming, connecting and running technology platforms for self-directed banking, stores and restaurants. NCR is headquartered in Atlanta, Georgia, with 35,000 employees globally. NCR is a trademark of NCR Corporation in the United States and other countries.
This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “objective,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Statements that describe or relate to NCR’s plans, goals, intentions, strategies, or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements in this release include, without limitation, statements regarding the proposed separation of NCR into two separate companies, including, but not limited to, statements regarding the anticipated timing and structure of such proposed transaction, the future commercial performance of the digital commerce company or the ATM company following such proposed transaction, and value creation and ability to innovate and drive growth generally as a result of such transaction. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of NCR’s control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors relating to:
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that the proposed separation will be completed in the expected form or within the expected time frame or at all. Nor can there be any guarantee that the digital commerce business and ATM business after a separation will be able to realize any of the potential strategic benefits, synergies or opportunities as a result of these actions. Neither can there be any guarantee that shareholders will achieve any particular level of shareholder returns. Nor can there be any guarantee that the proposed separation will maximize value for shareholders, or that NCR or any of its divisions, or separate digital commerce and ATM business, will be commercially successful in the future, or achieve any particular credit rating or financial results.
Additional information concerning these and other factors can be found in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.