EX-99.1 14 d396394dex991.htm EX-99.1 EX-99.1
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Exhibit 99.1

 

LOGO

Dear NCR Corporation Stockholder:

In September 2022, we announced our plan to separate NCR Corporation (“NCR”) into two independent, publicly traded companies through the spin-off of NCR’s ATM-focused businesses to our stockholders. Upon completion of the spin-off, NCR will focus on digital commerce, continuing to operate our Retail, Hospitality and Digital Banking businesses. NCR is expected to be a growth business positioned to leverage NCR’s software-led model to continue transforming, connecting and running global retail, hospitality and digital banking. The new company distributed to NCR stockholders in the spin-off, [●] (“NCR ATMCo”), will hold our ATM-focused businesses, including the Self-Service Banking, Payments & Network and Telecommunications and Technology businesses, and 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.

NCR believes that both the long-term potential and overall valuation of its businesses will be enhanced as a result of separating its current portfolio into two independent companies. We believe NCR and NCR ATMCo will each enhance their competitive positions as standalone companies focused on their respective industries. NCR will maximize common solutions to drive innovation and boost operational efficiency while also reinvesting in its business segments to accelerate growth and recurring revenue. NCR ATMCo will continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to shareholders.

The spin-off will be effected through a pro rata distribution of all of the outstanding shares of NCR ATMCo common stock to holders of NCR common stock in a transaction that is intended to be tax-free to holders of NCR common stock (except with respect to any cash received in lieu of fractional shares) for U.S. federal income tax purposes. Each NCR stockholder will receive [●] share[s] of NCR ATMCo common stock for every [●] share[s] of NCR common stock held on [●], the record date for the distribution. Stockholder approval of the distribution is not required, and you do not need to take any action to receive the shares of NCR ATMCo common stock to which you are entitled as a NCR stockholder. In addition, you do not need to pay any consideration or surrender or exchange your NCR common stock in order to receive shares of NCR ATMCo common stock.

We expect NCR ATMCo common stock to be approved for listing on the [●] (“[●]”) under the ticker symbol “[●].” Following the spin-off, we expect shares of NCR common stock will continue to trade on the NYSE.

I encourage you to read the attached information statement, which is being made available to all holders of NCR common stock as of [●]. The information statement describes the separation and distribution in detail and contains important business and financial information about NCR ATMCo.

We believe the separation provides tremendous opportunities for our businesses as we work to continue to build long-term value. We appreciate your continuing support of NCR and look forward to your future support of NCR ATMCo.

Sincerely,

Michael Hayford

Chief Executive Officer

NCR Corporation


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[LOGO FOR NCR ATMCO]

Dear Future NCR ATMCo Stockholder:

I am delighted to welcome you as a future stockholder of our company, NCR ATMCo, which is expected to be a cash-generative business positioned to focus on delivering strategic solutions including ATM-as-a-Service to a large, installed customer base across banks and retailers.

We are eager to begin our journey at this exciting time for our businesses. Self-directed banking is a growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through ATM and ITM technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into the market’s first turnkey, end-to-end platform which we have branded “ATM-as-a-Service.” We expect NCR ATMCo common stock to be approved for listing on the [●] under the ticker symbol “[●].”

We believe our comprehensive capabilities differentiate us in the marketplace for self-directed banking technology. Historically, banks and retailers would negotiate with a wide array of third- party technology and service providers, pairing disparate systems with internally developed technologies to assemble a disjointed self- directed banking offering. Our customers, in contrast, benefit from a comprehensive outsourced solution to a single vendor, improving the functionality and availability of a self-directed banking network and the predictability of the cost to operate.

We invite you to learn more about NCR ATMCo by reviewing the enclosed information statement. As we prepare to become an independent, publicly-traded company, we look to build upon our legacy, define the future for our industry and serve our customers’ needs in the best way possible. Our future is bright, and we look forward to enhancing stockholder value and your support as a stockholder.

Sincerely,

Timothy C. Oliver

Chief Executive Officer

NCR ATMCo


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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED JUNE 23, 2023

INFORMATION STATEMENT

NCR ATMCo, LLC

Common Stock

(par value $0.01 per share)

 

 

This information statement is being furnished in connection with the distribution by NCR Corporation (“NCR”) to its stockholders of NCR ATMCo, LLC (“NCR ATMCo” or the “Company”), a wholly owned subsidiary of NCR. Prior to such distribution, NCR ATMCo will convert into a Maryland corporation and will be renamed [●] and NCR, NCR ATMCo and their applicable affiliates will consummate a series of transactions to separate NCR and NCR ATMCo, resulting in NCR owning NCR’s Retail, Hospitality and Digital Banking businesses and NCR ATMCo owning NCR’s Self-Service Banking, Payments & Network and Telecommunications and Technology businesses, as more fully described in this information statement (the separation and distribution transactions together, the “spin-off”). NCR will effect the distribution by distributing 100% of the outstanding shares of NCR ATMCo common stock on a pro rata basis to existing stockholders of NCR. The distribution is subject to certain conditions, as set forth in this information statement.

For every [●] share[s] of NCR common stock held of record by you as of [●] local New York City time on [●], the record date for the distribution, you will receive [●] share[s] of NCR ATMCo common stock. You will receive cash in lieu of any fractional shares which you would have received after application of the above ratio. We expect our common stock will be distributed by NCR to you on or about [●], the distribution date. As discussed under the section of this information statement entitled “The Separation and Distribution—Trading Between the Record Date and the Distribution Date,” if you sell your shares of NCR common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of NCR ATMCo common stock in connection with the spin-off.

We are not asking you for a proxy and you are not requested to send NCR a proxy. No vote of NCRs stockholders is required in connection with the spin-off. You will not be required to pay any consideration or to exchange or surrender your existing shares of NCR or take any other action to receive the shares of NCR ATMCo on the distribution date to which you are entitled.

The distribution is intended to be tax-free to our stockholders (except with respect to any cash received in lieu of fractional shares) for U.S. federal income tax purposes. You should consult your tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local, and any foreign, tax laws.

There is no current trading market for our common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before the record date for the distribution, and we expect “regular-way” trading of our common stock to begin on the first trading day following the completion of the distribution. We intend to apply to list our common stock on [●] under the symbol “[●].”

 

 

In reviewing the information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 34.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This information statement is first being made available to NCR stockholders on or about [●], and a Notice of Internet Availability of Information Statement Materials containing instructions describing how to access this information statement was first mailed to NCR stockholders on or about [●]. This information statement will be mailed to NCR stockholders who previously elected to receive a paper copy of NCR’s materials.

 

 

The date of this information statement is [].


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TABLE OF CONTENTS

 

INFORMATION STATEMENT SUMMARY

     1  

SUMMARY OF THE SEPARATION AND DISTRIBUTION

     12  

SUMMARY OF HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

     19  

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

     24  

RISK FACTORS

     34  

FORWARD-LOOKING STATEMENTS

     64  

THE SEPARATION AND DISTRIBUTION

     66  

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

     77  

DIVIDEND POLICY

     80  

CAPITALIZATION

     81  

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

     82  

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

     87  

BUSINESS

     95  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     112  

MANAGEMENT

     140  

COMPENSATION DISCUSSION AND ANALYSIS

     146  

DIRECTOR COMPENSATION

     156  

EXECUTIVE COMPENSATION

     157  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     172  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     180  

DESCRIPTION OF CERTAIN INDEBTEDNESS

     182  

DESCRIPTION OF CAPITAL STOCK

     184  

WHERE YOU CAN FIND MORE INFORMATION

     192  

INDEX TO COMBINED FINANCIAL STATEMENTS

     F-1  

 

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PRESENTATION OF INFORMATION

Unless the context otherwise requires, references in this information statement to “NCR ATMCo,” the “Company,” “we,” “us,” “our” and “our company” refer to NCR ATMCo and its subsidiaries. References in this information statement to “NCR” refer to NCR Corporation and its consolidated subsidiaries (other than NCR ATMCo and its consolidated subsidiaries), unless the context otherwise requires or as otherwise specified herein.

Unless the context otherwise requires, the information included in this information statement about NCR ATMCo assumes the completion of all of the transactions referred to in this information statement in connection with the spin-off. This information statement describes the businesses to be transferred to NCR ATMCo by NCR in the separation as if the transferred businesses were our business for all historical periods described. References in this information statement to our historical assets, liabilities, products, businesses or activities of our business are generally intended to refer to the historical assets, liabilities, products, businesses or activities of the transferred business as the business was conducted as part of NCR and its subsidiaries prior to the completion of all the transactions referred to in this information statement in connection with the spin-off.

This information statement is being furnished solely to provide information to NCR stockholders who will receive shares of NCR ATMCo common stock in the distribution. It is not and is not to be construed as an inducement or encouragement to buy or sell any of NCR ATMCo’s securities or any securities of NCR. This information statement describes NCR ATMCo’s business, NCR ATMCo’s relationship with NCR and how the spin-off affects NCR and its stockholders and provides other information to assist you in evaluating the benefits and risks of holding or disposing of NCR ATMCo common stock that you will receive in the distribution. You should be aware of certain risks relating to the spin-off, NCR ATMCo’s business and ownership of NCR ATMCo common stock, which are described under the section of this information statement entitled “Risk Factors.”

FINANCIAL STATEMENT INFORMATION

This information statement includes certain historical combined financial and other data for NCR ATMCo. In connection with the spin-off, NCR ATMCo will become the holder of the assets and liabilities of all of NCR’s ATM-related businesses, including its Self-Service Banking, Payments & Network and Telecommunications and Technology businesses. NCR ATMCo is the registrant under the registration statement of which this information statement forms a part and will be the financial reporting entity following the completion of the spin-off. NCR is presently, and will continue to be, a financial reporting entity following the spin-off. This information statement also includes summary unaudited pro forma combined balance sheet data as of March 31, 2023 and summary unaudited pro forma combined statements of operations data for the three months ended March 31, 2023 and the year ended December 31, 2022, which present our combined financial position and results of operations after giving effect to the separation and distribution, and the other transactions described under “Unaudited Pro Forma Combined Financial Statements.” The unaudited pro forma combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the date indicated, nor is it indicative of future operating results. You should read the section of this information statement entitled “Unaudited Pro Forma Combined Financial Statements” and “Notes to Unaudited Pro Forma Combined Financial Statements,” which are qualified in their entirety by reference to our combined financial statements and related notes thereto, the consolidated financial statements of NCR and related notes thereto and the financial and other information, including in the sections of this information statement entitled “Risk Factors,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

NON-GAAP FINANCIAL INFORMATION

This information statement also contains certain financial measures, including adjusted EBITDA and Adjusted free cash flow, that are not required by, or prepared in accordance with, accounting principles generally accepted in the United States (“GAAP”). We refer to these measures as “non-GAAP” financial measures. See

 

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures and Use of Certain Terms” for our definitions of these non-GAAP measures, information about how and why we use these non-GAAP measures and a reconciliation of each of these non-GAAP measures to its most directly comparable financial measure calculated in accordance with GAAP.

MARKET, INDUSTRY AND OTHER DATA

Unless otherwise indicated, information contained in this information statement concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from third-party sources, our own analysis of data received from these third-party sources, our own internal data, market research that we commission and management estimates. Our management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the section of this information statement entitled “Risk Factors.” These and other factors could cause future performance to differ materially from our assumptions and estimates. For additional information, see the sections of this information statement entitled “Risk Factors” and “Forward-Looking Statements.”

TRADEMARKS AND TRADE NAMES

We own or have rights to use the trademarks and trade names that we use in conjunction with the operation of our business. This information statement also contains additional trade names, trademarks and service marks belonging to other companies. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

 

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INFORMATION STATEMENT SUMMARY

This summary highlights some of the information in this information statement relating to NCR ATMCo, our separation from NCR and the distribution of our common stock by NCR to its stockholders. For a more complete understanding of our business and the separation and distribution, you should read carefully the more detailed information set forth under the sections of this information statement entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “The Separation and Distribution” and the other information included in this information statement.

NCR ATMCo

NCR ATMCo is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, retailers and consumers. Our comprehensive solutions enable the acceleration of self-directed banking through automated teller machine (“ATM”) and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network.

On September 15, 2022, NCR announced its plan to separate its businesses into two distinct, publicly traded companies through a distribution of NCR ATMCo shares to NCR stockholders. NCR ATMCo is expected to be a cash-generative business positioned to focus on delivering ATM-as-a-Service to a large, installed customer base across banks and retailers. We believe it will build on our 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.

Business Overview

We are an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to complete transactions seamlessly between various channels. Our comprehensive solutions enable the acceleration of self-directed banking through ATM and ITM technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into the market’s first turnkey, end-to-end platform which we have branded “ATM-as-a-Service”.

As ATM technology has evolved in recent years, the substantial majority of banking transactions can now be completed at the ATM, including cash deposits, withdrawals and other account services, as well as the origination of payments transactions such as bill payments and money transfer. In addition, the development of ITMs, that utilize remote bank employees to provide customer support and servicing via interactive video, enable customers to complete more complex transactions such as account opening, card issuance and replacement and loan applications. We believe that ATMs and ITMs are increasingly the delivery channel representing the majority of touch points for consumers, and for this reason, are critical to a broader digital banking strategy.

The secular nature of the growth in self-directed banking is in large part responsive to how financial institutions interact with their customers and the ensuing implications to the traditional branch banking operational model. With retail banking customers increasingly receptive to engagement outside the traditional branch banking environment, financial institutions are investing in non-branch channels to foster enhanced engagement with their customers. As such, ATMs and ITMs represent an increasing share of transactions relative to the legacy branch infrastructure.

 

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These shifts in engagement have meaningful operating implications, particularly in the face of sustained margin pressure across the banking industry. We believe that self-service banking capabilities, and self-directed banking more broadly, represent an opportunity for financial institutions to rationalize legacy branch networks and instead invest in omni-channel engagement models, often in partnership with third party providers as part of a comprehensive and more cost-effective solution.

Our solutions are designed to enable the acceleration of digital transformation through software, services, and hardware, creating meaningful operating efficiencies while offering differentiated user experiences to their end consumers. ATM and ITM channels allow financial institutions to transform the traditional branch banking model and offer a more robust, efficient, and convenient banking experience to their customers.

Our solutions also offer distinct and powerful advantages to retailers and consumers. Through our ATMs and ITMs, retailers can create everyday banking destinations within their store footprints, driving new and repeat foot traffic and increased in-store spending while reducing the high labor costs associated with maintaining in-store financial services desks. Consumers benefit from increased convenience and connectivity through proximity to the network of approximately 85,000 ATM locations we own and operate including the Allpoint network, which we believe is the largest retail surcharge-free independent network of ATMs in the U.S.

We believe our comprehensive capabilities differentiate us in the marketplace for self-directed banking technology. Historically, banks and retailers would negotiate with a wide array of third-party technology and service providers, pairing disparate systems with internally developed technologies to assemble a disjointed self-directed banking offering. Our customers, in contrast, benefit from a comprehensive outsourced solution to a single vendor, improving the functionality and availability of a self-directed banking network and the predictability of the cost to operate.

Given the demands of our customers, we are continuing our transition to software-led solutions. Today, our software platform, which runs in the cloud and includes microservices and application programming interfaces (“APIs”) that integrate with our customers’ systems, and our ATM-as-a-Service solutions, bring together all our capabilities and competencies to power the technology to run our customers’ self-directed banking networks, at the same time allowing us to earn a greater proportion of recurring revenues.

We have grown organically, as well as through acquisitions, to add software, services and other capabilities that complement or enhance our existing portfolio. In 2021, we completed the acquisition of Cardtronics plc (“Cardtronics”) to accelerate our ATM-as-a-Service strategy, adding the Allpoint network to our suite of financial institution and retailer-focused payment technologies. We intend to continue pursuing opportunities to win new customers, expand our footprint and drive more transactions and foot traffic for our customers.

By delivering mission-critical solutions to a durable customer base under long term contracts, we generate diversified and largely recurring revenues across contracted software, services and predictable transactional revenue streams. We believe our scale, operational expertise and efficient use of capital, as a percentage of revenues, allows us to deliver meaningful free cash flows, with opportunities for further expansion as we pursue our growth objectives, undertake strategic acquisitions and return capital to our shareholders.

Our Solutions

The comprehensive set of products and capabilities we deliver can be flexibly constructed into a solution to meet the needs of the customer. The flexibility of our model is well suited both for customers who are interested in a completely outsourced, turnkey solution and for those customers who prefer to integrate our products into their

 

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existing infrastructure. Our solutions consist of software, hardware, managed services, branding and the Allpoint network:

 

   

Software: We develop, install and run software, which we brand as our Digital First ATM software platform, to power a modern user experience for our proprietary and third-party hardware units. Select functionality includes device management, endpoint security, ATM marketing, cash management, transaction processing, personalization and application software. We have developed our software expressly to foster the digital first strategies of customers, including the requisite flexibilities to enable seamless add-ons, upgrades, maintenance and security. We can earn revenue on a recurring, subscription basis based on multi-year contracts. Our software strategy is the driving factor behind the evolution of our financial profile to a more recurring, lower capital model.

 

   

Hardware: We develop, assemble, distribute and maintain a variety of ATM hardware units. We can assemble and sell an ATM or ITM with or without embedding our own hardware-agnostic software. We can also repair or maintain our own units or third-party units. Our hardware products include multi-function ATMs, ITMs, cash dispensers and cash recycling ATMs. The breadth of our hardware offerings ensures that we can address the increasingly diverse use cases that financial services kiosks serve today, offering a valuable on-ramp to broader software and managed services offerings.

 

   

Managed Services: Our managed services, including ATM-as-a-Service solutions, help banks run their end-to-end ATM channel, including transaction processing, managing cash and cash delivery, supplies, and telecommunications as well as routine and technical maintenance. As part of this suite of services, we offer a full line of software such as multi-vendor ATM management systems software application suite and related hardware including multi-function ATMS, ITMs, thin-client ATMs, cash dispensers, and cash recycling ATMs. Additionally, we offer back office, cash management, software management, and ATM deployment, among other services.

 

   

Branding: With Company-owned ATMs we have an opportunity to augment revenue streams through branding arrangements, specifically by attaching customer logos to our units. These bank-branding arrangements allow a financial institution to expand geographically for less than the cost of building a branch location or owning an ATM. Under these arrangements, the financial institution’s customers have fee-free access to use the bank-branded ATMs. In return, we typically receive a fixed fee per branded ATM from the financial institution while retaining our standard fee schedule for other cardholders using the bank-branded ATMs.

 

   

Allpoint Network: We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to Allpoint, our retail-based ATM network, providing convenient and surcharge-free cash withdrawal and deposit access to end consumers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via NCRPay360.

The ATMs and ITMs we deploy are operated under either Company-owned, customer-owned, or partner-owned models, depending on the in-house capabilities of the customer. The majority of the kiosks we serve are ATMs however financial institutions and retailers are increasingly looking to video teller solutions to offer more self-service options to their customers and we are well positioned to serve these needs.

In a Company-owned arrangement we place ATMs generally at well-known retailers such as Circle K, Costco, CVS, Kroger, Speedway, Target, and Walgreens. We also service and operate ATM networks on behalf of Financial Institutions in either a Company-owned or customer-owned model. We are typically responsible for all aspects of the ATM’s operations. This can include transaction processing, managing cash and cash delivery, supplies, and telecommunications, as well as routine and technical maintenance. We earn revenue on a per transaction basis from the surcharge fees charged to cardholders for the convenience of using our ATMs and from interchange fees charged to cardholders’ financial institutions for processing the transactions conducted on

 

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our ATMs, or on a fixed monthly recurring fee. As of December 31, 2022, we owned and operated approximately 85,000 ATMs, the majority of which are part of the Allpoint network.

In a customer-owned or partner-owned model, the bank, retail merchant or independent distributor owns the ATM and is usually responsible for providing cash and performing simple maintenance tasks while we generally provide processing only services or various managed services solutions. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, a fee per transaction, or a fee per service provided. Each managed service arrangement is a customized ATM management solution that can include any combination of the following services: monitoring, maintenance, cash management, cash delivery, customer service, transaction processing, and other types of related services. As of December 31, 2022, based on internal company data, we managed/serviced approximately 700,000 ATMs.

Digital First ATM Software Platform

Our Digital First ATM software platform powers our ATM hardware, enabling customers to drive a rich customer experience across their self-service channels and is the basis across which the majority of our solutions are driven, whether we are operating our own ATMs, operating ATM estates on behalf of our customers, or providing a platform that our customers operate in their own environments. We operate the platform on a fee for services basis or provide some/all of it to customers to operate in their own environment on a subscription license basis.

Our ATM application software includes the following key components:

 

   

Device Management: Our device management software, NCR Vision, helps customers maximize uptime, availability, and profitability of their ATM network. NCR Vision provides access to the transaction and performance data of any self-service device allowing retailers and financial institutions to make faster, more informed decisions to improve consumer experience and business performance and is a key component in providing our customers a more holistic view of the performance of their consumer facing channels.

 

   

Endpoint Security: Our endpoint security software keeps ATMs secure with key capabilities including hard disk encryption, remote BIOS management and application whitelisting. This is an increasingly important module as the threat traditional cyber-attacks pose increases and non-traditional attacks emerge.

 

   

Marketing: Our marketing software brings together advertising and targeted marketing with scalable solutions that offer time-based, location-based, one- and two-way messaging, ATM preferences and digital receipts. These help banks improve conversion rates, drive new revenue, and increase user engagement.

 

   

Cash Management: Our cash management software, Optisuite, optimizes and reduces the cost to supply cash which represents the highest cost item in an ATM operation. Our software algorithmically optimizes the entire cash supply chain from vaults through transport to the ATM and branch cash points.

 

   

Transaction Processing: Our transaction processing software includes two modules. Terminal Handler software makes it more efficient to deploy, manage and run ATMs by providing end-to-end terminal handler functionality while conforming to modern enterprise and cloud technologies. Terminal Handler delivers a step forward in operational efficiency by being switch independent, handling modern protocols, applying business rules via configuration rather than coding and fully integrating with the latest hardware and software. Our Authentic software operates a multi-faceted payments business from

 

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a single platform through an intelligent transaction processing platform that can accept any type of transaction from any device, source or system, authorize and authenticate the payment, then route it to any destination. Authentic offers multi-institution, multi-currency, multi-language, and multi-channel support and ensures compliance with EMV standards, contactless and mobile payment types as well as a debit card management solution.

 

   

Personalization: Our Connections software works with our Enterprise ATM application software to enable personalization of the ATM consumer experience to the consumer whether it is offering different transactions and services or a differentiated consumer user interface experience.

 

   

Application Software: Our modern ATM applications allow the ATM to be an active part of the digital- first strategy. Activate Enterprise for North America, and NDC Enterprise for international markets, are our simplified, digital-first ATM software application that offers easy deployment, standardized transactions, video-assisted banking and more for a modern ATM experience.

ATM-as-a-Service

Over time we have evolved our delivery model towards managed services and today we offer an ATM-as-a-Service solution. Within this solution we deliver fully outsourced ATM management to our clients to accelerate branch transformation and optimization strategies. This includes back office, operations, software management, transaction processing, security and compliance, and cash and cash-in-transit management. Prior to ATM-as-a-Service, financial institutions would need to manage these operations in-house or with disparate providers, creating additional costs and reducing flexibility. Our ATM-as-a-Service offering improves both the performance and availability of an ATM network while allowing our customers to interface with a single vendor, single contract, single monthly bill and single point of contact. Selected capabilities within our ATM-as-a-Service offering include:

 

   

Back Office: Full range of back-office functions from managing the hardware and software procurement to managing suppliers.

 

   

Transaction Management: Outsourced transaction processing and managing networks or card schemes to alleviate resources drain.

 

   

Cash Management: Machine learning, cash forecasting and cash in transit management ensures our customers’ ATMs maintain sufficient cash balances for their operations.

 

   

ATM Operations: Monitoring and maintaining ATM fleets, with 24/7 support and a global network of over [●] engineers.

 

   

Software Management: Ensuring ATM software environments remain secure, compliant, and supported by a team of experts.

 

   

ATM Deployment: Designing, developing, and deploying ATMs allows our customers to outsource channel management and focus on their core businesses.

Allpoint Network

We own and operate the Allpoint network (also referred to as “Allpoint”), which we believe is the world’s largest retail-based surcharge-free ATM network (based on the number of participating ATMs). The Allpoint network has over 55,000 participating ATMs and provides surcharge-free ATM access to approximately 1,200 participating credit unions, banks and financial technology companies with a primary focus on fintechs and stored-value debit card issuers. For participants, Allpoint delivers the scale, density, and convenience of surcharge-free ATMs that surpass the largest banks in the U.S. Under Allpoint, we typically earn either a fixed monthly fee per cardholder or a fixed fee per transaction paid by the consumer’s financial institution or the card/

 

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benefit issuer. We also earn interchange revenues on each transaction performed at one of our participating Allpoint ATMs.

Allpoint also provides services to organizations that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general-purpose, payroll, and electronic benefits transfer cards. Under these programs, the issuing organizations pay Allpoint a fee per issued stored-value debit card or transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network.

The scale of the Allpoint network rivals the combined footprint of the top three U.S. banks, with 80% of the U.S. population living within five miles of an Allpoint ATM. The network footprint allows even the smallest participating financial institutions to offer consumers a self-service banking experience typically afforded only to customers of the largest money-center banks. In turn, participating institutions can efficiently foster loyalty and attract and retain more consumers.

In April, 2023 we announced an expanded partnership with Payfare Inc. which powers instant payouts and loyalty rewards for the largest gig economy platforms in the United States including DoorDash and Lyft. The expanded partnership allows Payfare Inc. cardholders to gain access to Allpoint cash-accepting ATMs, enabling cash deposit in addition to withdrawals. This growing relationship highlights Allpoint’s central positioning within the secular trend of financial inclusion and the benefits of our scale and ability to reach a broad audience. Currently the Allpoint network extends throughout the U.S. and to the U.K., Canada, Mexico, Australia and New Zealand.

Competitive Strengths

Our differentiation and the basis for pursuing our growth objectives is based on the following competitive strengths:

 

   

Industry Leader: We believe we are the largest global provider of self-directed banking units, including both owned and managed ATMs and other kiosks. As of December 31, 2022, based on internal company data, we owned and operated approximately 85,000 units, managed/serviced approximately 700,000 units and reached a broad network of financial institutions and retailers through the Allpoint network. The scale afforded by our leading position is a distinct competitive advantage. Our globally recognized brand supports our customer acquisition, customer retention and commercial partnership objectives. The information we have from managing hundreds of thousands of units, notably the data around consumer use, unit performance and functionality, provides near real-time insights impacting our customers’ operations. Finally, the cash flows from our cash generative, recurring-revenue model help support a consistent reinvestment strategy.

 

   

Comprehensive Platform: We believe we offer the market’s only truly comprehensive platform, allowing us to be a single vendor for our customers’ self-directed banking needs in a way that is differentiated from our competitors. Through our software, managed services and hardware, we offer capabilities extending across back office, operations, software management, transaction processing, security and compliance, and cash and cash-in-transit management. Furthermore, through our ATM-as-as-Service platform, we combine our full capability set into a turnkey, end-to-end platform completely alleviating our customers from the operational burden of running an in-house self-directed banking effort. Each of our models offers a distinct value proposition allowing our customers to efficiently drive consumer engagement and user experience.

 

   

Our Proprietary Allpoint Network: Our Allpoint network allows us to benefit from the network effects of connecting financial institutions with retail customers and ultimately end consumers. Our financial

 

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institution customers achieve a self-directed banking footprint that is larger than that of the top money-center banks, transforming the ATM channel into a cost-effective differentiator that also creates brand affinity for customers and prospects. Our retailer customers, meanwhile, benefit from additional foot traffic, sales velocity and opportunities to likewise build brand loyalty. Finally, end consumers – our customers’ customers – benefit from what is often a surcharge-free network access and enhanced cash-related and ATM-based services allowing them to transact where they live and spend money otherwise going to fees at our retailers locations. This collective value proposition serves as a valuable marketing and retention tool, drawing more customers and partners to the network.

 

   

ATM-as-a-Service Subscription Model: Our ATM-as-a-Service subscription model is the foundation for a turnkey platform that our customers rely upon to anchor their respective self-directed banking strategies. The model also provides us a recurring revenue stream that allows us to more effectively forecast our business and, in turn, invest in innovation and serve our customers.

 

   

Cloud Based Technology: Technology is a differentiating factor in self-directed banking. Our cloud-based software allows our customers to offer uniform functionality across a fleet of ATMs with the security, flexibility and pace of innovation inherent with cloud-based offerings. Previously, software would need to be installed on-premise, limiting flexibility. With a cloud-based solution we accelerate time to market, deploy solutions more easily and provide flexibility to add new software features. Selected software capabilities include universal software across both traditional ATM and ITM machine types, enabling ATMs as an access point for a range of digital and extended banking services, contactless card support, broad-based marketing, and the ability to add new services and transaction types.

 

   

Culture of Innovation: Innovation is a constant within self-directed banking as our customers’ rapidly advancing branch transformation initiatives continually raise the bar in self-directed banking functionality. Our leading position affords a unique perspective into the evolution of self-service banking and a unique opportunity to develop and deploy innovative new capabilities in partnership with our customers. This is a powerful input into our development engine, for instance catalyzing our introduction of Bitcoin trading and the development of NCRPay360, a secure way to enable cash-in and cash-out transactions from a single mobile app. We believe we are in the early days of a broader secular trend around kiosk-based financial services and will leverage our development flywheel to remain at the leading edge of innovation.

Business Strategy

Our business strategy and growth roadmap is defined by the following:

 

   

Increase transaction levels at existing locations: We believe there are opportunities to increase the number of transactions that occur at our existing ATM locations. In addition to our current initiatives that tend to drive additional transaction volumes to our ATMs, such as bank-branding and network-branding, we have developed and are continuing to develop new initiatives to drive incremental transactions to our existing ATM locations. These initiatives may include incentives to cardholders, such as coupons and rewards, which incentivize customers to visit our ATMs. We also continue to invest in data analytics to better understand our ATM usage patterns to help us identify growth opportunities.

 

   

Win more customers and expand our footprint: We have a long history and association with branch transformation through generations of products and thousands of customers, many of whom we have served for decades. We will continue to invest in the sales and customer success teams required to win and retain new customers and expand our ATM footprint. Our targeted customer acquisition strategy varies by customer type:

 

   

Retail: We believe the retail channel is substantially underpenetrated and an actionable opportunity to grow our network. The value proposition through retail partnerships is multi-faceted, most importantly driving increased foot traffic and sales velocity. We are investing in

 

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initiatives to more proactively help drive traffic and marketing for our retail partners, by for instance drawing cardholders to retail ATM locations in exchange for incentives and other retail offers.

 

   

Bank: We will continue to invest in winning more banks and credit unions, primarily seeking to deploy our ATM-as-a-Service model but also traditional company- and bank-owned models. Critically, we will continue to invest in our value proposition, ensuring that we allow our financial institution customers to offer a premier end-consumer experience at a material savings as compared to an internally developed ATM network.

 

   

Invest in the FinTech channel: We intend to invest to expand relationships with fintechs and card issuers, such as reloadable stored-value debit card issuers, digital-only balances held by consumers, and alternative payment networks, which are seeking an extensive and convenient ATM network to complement their card offerings and electronic-based accounts. Many leading fintechs and challenger digital banks and providers of consumer financial services that lack a physical branch or ATM network of their own have partnered with us to provide their customers with convenient and surcharge-free access to ATM services. We have seen strong transaction growth with this customer type, as many of these businesses promote the convenience of our Allpoint network as a value point to their customers and an integral part of their solution.

 

   

Shift traditional ATM business to recurring ATM-as-a-Service model: We intend to continue investing to win new ATM-as-a-Service customers as well as convert existing customers operating under a traditional model. We estimate that the contractual ATM-as-a-Service model doubles recurring revenue as compared to a traditional ATM hardware and maintenance contract of comparable size, expanding our total addressable market. This is because historically certain of our customers would purchase some of the components that make up our ATM-as-a-Service offering from third-parties. By combining all of these components into one ATM-as-a-Service offering, NCR ATMCo expects to expand its opportunities and expects to capture additional revenues. With an as-a-service model we have an opportunity to win incremental market share by improving the utility of our customers’ self-directed banking solutions, driving retention.

 

   

Grow the Allpoint network: As banks reduce physical footprints and digitize existing branches, and credit unions seek to expand with limited physical points of presence, our value proposition is only magnified, and our sales pipeline reflects this secular trend. We will continue to invest in bringing financial institutions and retailers to the Allpoint network to drive high margin incremental transaction volumes while allowing us to continue to re-invest in expanding and improving the network, reinforcing our competitive advantage. We believe the addition of deposit accepting functionality in the Allpoint network significantly expands the value proposition to our customers, allowing them to offer near branch functionality in secure convenient retail locations that their customers are in every day.

 

   

Expand Total Addressable Market through product development: We see an opportunity to expand our addressable market by extending the breadth of our capabilities. For example, we are investing to introduce cashless card access and Bitcoin capabilities, extending ATM capabilities beyond cash access and balance inquiries. As another example, we are introducing cash deposit functionality specifically targeting retailers executing prepaid reloads, billpay and other cash-to-card consumer transactions which generate substantial daily cash balances.

 

   

International Expansion: We intend to continue investing in international expansion. As of December 31, 2022 our ATMs were deployed in over 65 countries and in 2022 we generated 55% of our revenue outside of the United States. We will focus our expansion and investment on high cash jurisdictions, such as Greece and Portugal, where we believe we have an opportunity to build Allpoint-like networks in partnership with broader, country-level banking systems.

 

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Select M&A: We intend to continue to complement and accelerate our organic growth strategies through acquisitions. We have a successful record of identifying, executing, and integrating acquisitions, and we intend to continue to pursue acquisitions where they can accelerate our growth objectives and are strategically and financially accretive. We have a demonstrated track record of M&A execution and implementation, including the acquisitions of Cardtronics and Moon Inc. d/b/a LibertyX (“LibertyX”).

Summary of Risk Factors

An investment in NCR ATMCo’s common stock is subject to a number of risks, including market, financial, regulatory and operational risks related to our business, our separation from NCR and our common stock. Set forth below are some, but not all, of these risks.

Risks Related to NCR ATMCo’s Business

 

   

If we are unsuccessful in growing our business, our operating results could be adversely impacted;

 

   

We operate in a highly competitive industry and such competition may increase, which may adversely affect our profit margins;

 

   

Our business may be adversely impacted by domestic and global economic and credit conditions;

 

   

We are subject to certain significant risks and uncertainties from the payments-related business and industry, including the loss of revenue from decreased usage of our ATMs by users for their financial transactions or changes in the fees charged in connection with such transactions;

 

   

We maintain a significant amount of vault cash, which is necessary to operate our business, involves risk of loss and is subject to cost fluctuations based on interest rate movements;

 

   

If we do not retain key employees, or attract quality new and replacement employees, we may not be able to meet our business objectives;

 

   

If third-party suppliers upon which we rely are not able to fulfill our needs, our ability to timely bring our products to market could be affected;

 

   

A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences;

 

   

Our historical and ongoing manufacturing activities subject us to environmental exposures;

 

   

Data protection, cybersecurity and data privacy issues could adversely impact our business;

 

   

We will incur significant indebtedness in connection with the separation and distribution, and the degree to which we will be leveraged following completion of the distribution may adversely impact our business, financial condition and results of operations;

 

   

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future capital costs and reduce our access to capital;

 

   

Our pension liabilities could adversely impact our liquidity and financial condition;

 

   

A failure or inability to protect our intellectual property, and other issues related to our and third party intellectual property, especially third party intellectual property infringement claims, could have a material and adverse effect on our business, results of operations and financial condition;

 

   

Changes to our tax rates and additional income tax liabilities could impact profitability; and

 

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In the normal course of business, we are subject to proceedings, lawsuits, claims and other matters, the outcomes of which are not predictable and could result in material and adverse impacts on our operating results and financial position.

Risks Related to the Spin-Off

 

   

NCR ATMCo may not achieve some or all of the expected benefits of the spin-off, and the spin-off may adversely impact NCR ATMCo’s business;

 

   

NCR ATMCo has no history operating as an independent, publicly traded company, and NCR ATMCo’s historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results;

 

   

Under applicable tax law, NCR ATMCo may be liable for certain tax liabilities of NCR following the spin-off if NCR were to fail to pay such taxes;

 

   

In connection with NCR ATMCo’s spin-off from NCR, NCR will indemnify NCR ATMCo for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure NCR ATMCo against the full amount of such liabilities, or that NCR’s ability to satisfy its indemnification obligation will not be impaired in the future;

 

   

In connection with our separation NCR ATMCo will assume, and indemnify NCR for, certain liabilities. If we are required to make payments pursuant to these indemnities to NCR, we would need to meet those obligations and our financial results could be adversely impacted;

 

   

If the distribution of shares of NCR ATMCo, together with certain related transactions, does not qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986 (the “Code”) that is generally tax-free for U.S. federal income tax purposes, you and NCR could be subject to significant U.S. federal income tax liability and, in certain circumstances, NCR ATMCo could be required to indemnify NCR for material taxes pursuant to indemnification obligations under the anticipated tax matters agreement;

 

   

To preserve the tax-free treatment to NCR and its stockholders of the distribution and certain related transactions, under the tax matters agreement that NCR ATMCo is anticipated to enter into with NCR, NCR ATMCo will be restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and such related transactions;

 

   

The spin-off and related internal restructuring transactions may expose NCR ATMCo to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements; and

 

   

Following the spin-off, the value of your common stock in (a) NCR and (b) NCR ATMCo may collectively trade at an aggregate price less than what NCR’ s common stock might trade at had the spin-off not occurred.

Risks Related to NCR ATMCo Common Stock

 

   

NCR ATMCo cannot be certain that an active trading market for its common stock will develop or be sustained after the spin-off and, following the spin-off, NCR ATMCo’s stock price may fluctuate significantly;

 

   

Any sales of substantial amounts of shares of NCR ATMCo common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of NCR ATMCo common stock to decline; and

 

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Certain provisions in NCR ATMCo’s charter and bylaws, and of Maryland law, may prevent or delay an acquisition of NCR ATMCo, which could decrease the trading price of the common stock.

These and other risks relating to our business, our industry, the spin-off and our common stock are discussed in greater detail under the section of this information statement entitled “Risk Factors.” You should read and consider all of these risks carefully.

 

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SUMMARY OF THE SEPARATION AND DISTRIBUTION

The following provides a summary of the terms of the separation and distribution. For a more detailed description of the matters described below, see the section of this information statement entitled “The Separation and Distribution.”

Distributing Company

NCR Corporation, a Maryland corporation. Following the spin-off, NCR Corporation will not own any shares of our common stock.

Distributed Company

NCR ATMCo is a Delaware limited liability company and, prior to the spin-off, a wholly owned subsidiary of NCR. NCR formed NCR ATMCo as a limited liability company in Delaware on April 14, 2023 for the purpose of effectuating the planned spin-off. NCR ATMCo has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the spin-off. Pursuant to a reorganization, prior to the spin-off, we will convert into a Maryland corporation and receive the legal entities containing the ATM-focused businesses, including the Self-Service Banking, Payments & Network and Telecommunications and Technology businesses. After completion of the separation and distribution, we will be an independent, publicly traded company.

Distribution Ratio

Each holder of NCR common stock will receive [●] share[s] of NCR ATMCo common stock for every [●] share[s] of NCR common stock held on [●], the record date. Cash will be distributed in lieu of fractional shares, as described in the section of this information statement entitled “The Separation and Distribution—General Treatment of Fractional Shares of Common Stock.” Please note that if you sell your shares of NCR common stock on or before the distribution date, the buyer of those shares may, in certain circumstances, be entitled to receive the shares of our common stock distributed on the distribution date.

Distributed Securities

NCR will distribute all of the shares of NCR ATMCo common stock owned by NCR, which will be 100% of NCR ATMCo’s common stock outstanding immediately prior to the distribution. Based on the approximately [●] shares of NCR common stock outstanding on [●], and applying the distribution ratio of [●] share[s] of NCR ATMCo common stock for every [●] share[s] of NCR common stock, NCR will distribute approximately [●] shares of NCR ATMCo common stock to NCR stockholders who hold NCR common stock as of the record date. The number of shares that NCR will distribute to its stockholders will be reduced to the extent that cash payments are to be made in lieu of the issuance of fractional shares of NCR ATMCo common stock, as described below.

Record Date

The record date is expected to be [●] local New York City time on [●].

Distribution Date

The distribution date is expected to be on or about [●].

 

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Distribution

On the distribution date, NCR, with the assistance of [●], the distribution agent, will electronically distribute shares of NCR ATMCo common stock to your bank or brokerage firm on your behalf or through the systems of the DTC (if you hold the shares through a bank or brokerage firm that uses DTC) or to you in book-entry form. You will not be required to make any payment or surrender or exchange your shares of NCR common stock or take any other action to receive your shares of NCR ATMCo on the distribution date. Your bank or brokerage firm will credit your account for the shares of NCR ATMCo common stock or the distribution agent or the transfer agent will mail you a book-entry account statement that reflects your shares of NCR ATMCo. Please note that if you sell your shares of NCR common stock on or before the distribution date, the buyer of those shares may, in certain circumstances, be entitled to receive the shares of our common stock distributed on the distribution date.

Distribution Agent

The distribution agent, transfer agent and registrar for NCR ATMCo common stock will be [●].

Reasons for the Spin-Off

NCR has made significant strides in creating a leading software-as-a-service business while continuing to strengthen and grow its ATM businesses, and, to accelerate the pace of transformation, the board of directors of NCR (the “NCR Board of Directors”) approved a plan to separate NCR and NCR ATMCo into two independent, publicly traded companies. The spin-off will create two strong, stand-alone businesses, each of which will have leading positions in the markets they serve and will be better positioned to deliver long-term growth and sustainable value creation for all shareholders:

 

   

NCR will focus on digital commerce, continuing to operate NCR’s Retail, Hospitality and Digital Banking businesses; and

 

   

NCR ATMCo will hold NCR’s ATM-focused businesses, including the Self-Service Banking, Payments & Network and Telecommunications and Technology businesses, and 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.

The NCR Board of Directors believes that separating the NCR ATMCo businesses from the remainder of NCR and distributing NCR ATMCo shares to NCR stockholders is in the best interests of NCR and its stockholders for a number of reasons, including:

 

   

Increased Management Focus on Core Business and Distinct Opportunities. The spin-off will enable the respective management teams to adopt strategies and pursue objectives specific to their respective businesses, better focus on strengthening their respective core businesses and operations and pursue opportunities for long-term growth distinct to their businesses.

 

   

Improved Operational and Strategic Flexibility. The spin-off will permit each business to pursue its own business interests, operating priorities and strategies more effectively without having to consider the impact on the businesses of the other company or on the balance and composition of pre-spin-off NCR’s overall portfolio, and will enhance operational flexibility for both businesses.

 

   

Simplified Investment Profile and Potential Ability to Enhance Marketability. The remaining NCR businesses and the businesses which will constitute NCR ATMCo differ significantly in several respects, including the nature of the businesses, growth profile, cyclical trends and business cycles and secular growth drivers. The spin-off will simplify how investors evaluate each business, streamline the investment profiles of both businesses, permit investors to better evaluate the individual merits,

 

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performance and future prospects of each company’s business, and provide investors the ability to invest in each company separately based on those distinct characteristics, all of which may enhance each company’s marketability. The spin-off may also attract new investors that either chose not to invest in, or assess the merits of, pre-spin-off NCR given its complexity and its exposure to disparate markets and trends.

 

   

Tailored Capital Allocation Strategies Align With Distinct Business Strategies and Industry Specific Dynamics. Without the competition for capital inherent in NCR’s pre-spin-off business portfolio structure, the spin-off will permit each company to implement a capital structure and flexible capital deployment policy that is optimized for its strategy and business needs, and that is aligned with each company’s target investor base. NCR will seek to reinvest in high growth opportunities across retail, hospitality and digital banking industries, while NCR ATMCo will seek to maintain global leadership while generating stable and sustainable cash flows and capital return.

 

   

Improved Alignment of Equity Incentives. The spin-off is expected to increase the effectiveness of stock-based incentive compensation by providing management and employees with incentives that more directly align with the operating and financial performances of the business in which they serve. NCR believes that improved alignment of equity incentives will enhance the ability of each of NCR and NCR ATMCo to attract, retain, and incentivize qualified personnel.

 

   

Separate Acquisition Currency. The spin-off will provide each of NCR and NCR ATMCo with its own distinct equity currency that relates solely to its business to use in pursuing strategic opportunities. For example, each of NCR and NCR ATMCo will be able to pursue strategic acquisitions in which potential sellers would prefer equity or to raise cash by issuing equity to public or private investors.

The NCR Board of Directors also considered potentially negative factors in evaluating the spin-off, including:

 

   

The potential for increased aggregate ongoing administrative costs for the two companies operating on a stand-alone basis post-spin-off.

 

   

NCR ATMCo and NCR currently take advantage of pre-spin-off NCR’s size and purchasing power in procuring certain goods and services. After the spin-off, as standalone companies, NCR ATMCo and/or NCR may be unable to obtain these goods and services at prices or on terms as favorable as those currently obtained by pre-spin-off NCR.

 

   

One-time costs we expect to incur related to the spin-off and in connection with the transition to becoming a stand-alone public company that are likely to include, among others, professional services costs, tax expense, recruiting and other costs associated with hiring for two stand-alone corporate structures and costs to separate IT systems and create two separate stand-alone IT structures.

 

   

The potential for execution risks related to the spin-off, including disruption to the business as a result of the spin-off and the possibility that NCR ATMCo and/or NCR do not achieve the expected benefits of the spin-off for a variety of reasons.

 

   

Following the spin-off, NCR ATMCo and/or NCR may be more susceptible to market fluctuations and other events particular to one or more of their products than they currently are as pre-spin-off NCR.

 

   

The potential that reduced business diversification, with each post-spin-off company operating in fewer industries, could increase the volatility of earnings and cash flow.

 

   

Certain costs and liabilities that were otherwise less significant to pre-spin-off NCR could be more significant to NCR and/or NCR ATMCo after the spin-off as smaller, stand-alone companies.

 

   

NCR’s and NCR ATMCo’s common stock could experience selling pressure after the spin-off as certain pre-spin-off stockholders may not be interested in holding an investment in one of the two post-spin-off companies.

 

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NCR’s Board of Directors concluded that the potential benefits of the spin-off outweighed these factors and risks. The NCR Board of Directors also considered these potential benefits and potentially negative factors in light of the risk that the spin-off is abandoned or otherwise not completed, resulting in NCR not separating into two independent, publicly traded companies.

The anticipated benefits of the spin-off are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event the spin-off does not result in such benefits, the costs associated with the spin-off could have an adverse effect on each company individually and in the aggregate. For more information, see the sections of this information statement entitled “The Separation and Distribution—General—Reasons for the Spin-Off” and “Risk Factors.”

Conditions to the Distribution

The distribution of our common stock by NCR is subject to the satisfaction of the following conditions, among others:

 

   

The SEC will have declared effective the registration statement of which this information statement forms a part, and no stop order relating to the registration statement will be in effect.

 

   

[●], or a comparable public market, will have approved the listing of NCR ATMCo common stock, subject to official notice of issuance.

 

   

NCR will have received an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), tax counsel to NCR, and Ernst & Young LLP (“EY”) , tax advisor to NCR, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code. See the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

 

   

All actions, filings, permits, registrations and consents necessary or appropriate under applicable federal, state or other securities laws or “blue sky” laws and the rules and regulations thereunder will have been taken or made and, where applicable, become effective or accepted.

 

   

No order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions will be in effect.

 

   

The reorganization of the NCR and NCR ATMCo businesses prior to the separation and distribution will have been effectuated.

 

   

The NCR Board of Directors shall have declared the distribution and finally approved all related transactions (and such declaration or approval shall not have been withdrawn).

 

   

No event or development shall have occurred or exist that, in the judgment of the NCR Board of the Directors, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions (including the incurrence of indebtedness necessary to complete the spin-off).

 

   

NCR ATMCo shall have completed the debt financing arrangements described in the section of this information statement entitled “Description of Certain Indebtedness.”

 

   

Any required governmental approvals necessary to consummate the distribution and the transactions contemplated by the separation and distribution agreement and the ancillary agreements shall have been obtained and be in full force and effect.

 

   

The mailing of this information statement (or notice of internet availability thereof) to record holders of NCR common stock as of [●], the record date.

 

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Each of the separation and distribution agreement, the transition services agreement, the tax matters agreement, the intellectual property agreements, the employee matters agreement, the commercial agreements and the other ancillary agreements shall have been executed and delivered by each party thereto and be in full force and effect.

 

   

The receipt of an opinion from an independent appraisal firm, in form and substance acceptable to the NCR Board of Directors in its sole discretion, confirming that, immediately following the distribution (a) each of NCR and NCR ATMCo will be able to pay its indebtedness as its indebtedness becomes due in the usual course of business and (b) each of NCR’s and NCR ATMCo’s respective assets will be greater than the sum of, as applicable, NCR’s or NCR ATMCo’s respective liabilities (plus, with regard to NCR, the amount, if any, that would be needed, if NCR was dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of the holders of shares of Series A Convertible Preferred Stock of NCR).

NCR and NCR ATMCo cannot assure you that any or all of these conditions will be met, and the NCR Board of Directors may also waive conditions to the distribution in its sole discretion. If the spin-off is completed and NCR’s board of directors waives any such condition, such waiver could have a material adverse effect on NCR and NCR ATMCo’s respective business, financial condition or results of operations, including, without limitation, as a result of litigation relating to any preliminary or permanent injunctions that sought to prevent the consummation of the spin-off, or the failure of NCR and NCR ATMCo to obtain any required regulatory approvals. As of the date hereof, the NCR Board of Directors does not intend to waive any of the conditions described herein. NCR does not intend to notify its stockholders of any modifications to the terms of the spin-off, including the waiver of any conditions to the distribution, that, in the judgment of the NCR Board of Directors, are not material. However, the NCR Board of Directors would likely consider material such matters as significant changes to the distribution ratio, or significant changes to the assets to be contributed or the liabilities to be assumed in the separation, as well as the waiver of the condition that the NCR Board of Directors receives a tax opinion with respect to the spin-off. To the extent that the NCR Board of Directors determines that any modification by NCR materially changes the material terms of the spin-off, including through the waiver of a condition to the distribution, NCR will notify its stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or circulating a supplement to this information statement.

The fulfillment of the above conditions will not create any obligation on behalf of NCR to effect the spin-off, and NCR may at any time decline to go forward with the spin-off. Until the spin-off has occurred, NCR has the right not to complete the spin-off, even if all the conditions have been satisfied, if, at any time prior to the distribution, the NCR Board of Directors determines, in its sole discretion, that the spin-off is not in the best interests of NCR or its stockholders, that a sale or other alternative is in the best interests of NCR or its stockholders, or that market conditions or other circumstances are such that it is not advisable at that time to separate the ATM-related businesses from NCR. For a more detailed description, see the section of this information statement entitled “The Separation and Distribution—General—Conditions to the Distribution.”

Stock Exchange Listing

We intend to apply to list our common stock on [●] under the symbol “[●].”

Tax Considerations

It is a condition to the completion of the distribution that NCR receives an opinion of each of Skadden, tax counsel to NCR, and EY, tax advisor to NCR (the “Tax Opinions”), substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code.

 

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Accordingly, and so long as the distribution, together with certain related transactions, so qualifies, no gain or loss will be recognized by you for U.S. federal income tax purposes (except with respect to any cash received in lieu of fractional shares), and no amount will be included in your income, for U.S. federal income tax purposes, upon the receipt of shares of NCR ATMCo common stock pursuant to the distribution.

For more information regarding the potential U.S. federal income tax consequences to NCR ATMCo, NCR and to you of the separation and distribution, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

You should consult your tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local, and any foreign, tax laws.

Relationship between NCR and NCR ATMCo Following the Spin-Off

Following the completion of the spin-off, NCR and NCR ATMCo will be independent companies. NCR will not own any shares of our common stock, and we expect that the relationship between NCR and NCR ATMCo will be governed by, among others, a separation and distribution agreement, a transition services agreement, a tax matters agreement, certain intellectual property agreements, an employee matters agreement and several commercial agreements. These agreements will provide for the allocation between NCR ATMCo and NCR of NCR and NCR ATMCo’s assets, employees, liabilities and obligations (including employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after NCR ATMCo’s spin-off from NCR, and in the case of commercial agreements, govern the relationship between the parties for certain commercial services. For additional information regarding these agreements, see the sections of this information statement entitled “Risk Factors—Risks Related to the Spin-Off” and “Certain Relationships and Related Transactions.”

Principal Executive Office

As part of the spin-off, NCR ATMCo was formed as a limited liability company in Delaware on April 14, 2023. Pursuant to a reorganization, prior to the spin-off, NCR ATMCo will convert into a Maryland corporation. Our principal executive offices are currently located at [●], and our telephone number is currently [●]. We maintain a website at www.[●].com. The information contained on our website or that can be accessed through our website neither constitutes part of this information statement nor is incorporated by reference herein, and investors should not rely on any such information in deciding whether to invest in our common stock.

Reasons for Furnishing This Information Statement; Changes in the Terms of the Spin-Off

This information statement is being furnished solely to provide information to stockholders of NCR who will receive shares of NCR ATMCo common stock in the distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of our securities. We believe the information contained in this information statement to be accurate as of the date set forth on the cover of this information statement. Changes may occur after that date, and none of us, NCR, the NCR Board of Directors or the board of directors of NCR ATMCo (the “NCR ATMCo Board of Directors”) undertake any obligation to update such information except in the normal course of our respective disclosure obligations and practices, or as required by applicable law.

NCR does not intend to notify its stockholders of any modifications to the terms of the spin-off, including the waiver of any conditions to the distribution, that, in the judgment of its board of directors, are not material. However, the NCR Board of Directors would likely consider material matters such as significant changes to the distribution ratio, or significant changes to the assets to be contributed or the liabilities to be assumed in the separation, as well as the waiver of the condition that the NCR Board of Directors receives a tax opinion with respect to the spin-off. To the extent that the NCR Board of Directors determines that any modification by NCR materially changes the material terms of the spin-off, including through the waiver of a condition to the

 

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distribution, NCR will notify NCR stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or making available a supplement to this information statement. As of the date hereof, the NCR Board of Directors does not intend to waive any of the conditions described herein.

 

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SUMMARY OF HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following tables set forth certain select combined financial data as of March 31, 2023, December 31, 2022 and December 31, 2021 and for the three months ended March 31, 2023 and 2022 and the years ended December 31, 2022, 2021 and 2020, and have been derived from our Unaudited Pro Forma Combined Financial Statements and Combined Financial Statements and notes thereto included elsewhere in this information statement. The unaudited pro forma adjustments to the Combined Statements of Operations assume that the spin-off and related transactions occurred as of January 1, 2022, which was the first day of the 2022 fiscal year. The unaudited pro forma Combined Balance Sheet gives effect to the spin-off and related transactions as if they had occurred on March 31, 2023, our latest balance sheet date. The Combined Financial Statements include the assets, liabilities, revenues and expenses that management has determined are specifically or primarily identifiable to NCR ATMCo, as well as direct and indirect costs that are attributable to our operations. Indirect costs are the cost of support functions that are provided on a centralized or geographic basis by NCR, which include (i) certain general and administrative expenses related to NCR support functions (e.g., expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate-type functions) and (ii) certain operations support costs incurred by NCR, including product sourcing, maintenance and support services, and other supply chain functions. Indirect costs have been specifically identified, when possible, or allocated based on sales, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received.

The certain select combined financial data below is only a summary and should be read in conjunction with the sections of this information statement titled “Unaudited Pro Forma Combined Financial Statements,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our Combined Financial Statements and the notes thereto included elsewhere in this information statement.

The certain select combined financial data is based upon available information and assumptions that we believe are reasonable and supportable and may not necessarily reflect what our financial condition, results of operations or cash flows would have been had we been a standalone company during the periods presented, including changes that will occur in our operations and capital structure as a result of the spin-off, such as changes in financing, operations, cost structure and personnel needs of our business. The certain select combined financial data constitutes forward-looking information and is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the section of this information statement titled “Forward-Looking Statements.”

A final determination regarding our capital structure has not yet been made, and the separation and distribution agreement, tax matters agreement, transition services agreement, intellectual property matters agreements, employee matters agreement and certain other transaction agreements have not been finalized. As such, the Unaudited Pro Forma Combined Financial Statements may be revised in future amendments to reflect the impact on our capital structure and the final form of those agreements, to the extent any such revisions would be deemed material.

 

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NCR ATMCo

Summary Select Combined Financial Data

 

     Pro Forma     Historical  
     Three
months
ended
March 31
    Year
ended
December 31
    Three months ended
March 31
    Years ended December 31  
In millions, except per share amounts    2023     2022     2023     2022     2022     2021     2020  

Product revenue

   $ 250     $ 1,171     $ 234     $ 234     $ 1,098     $ 1,036     $ 1,091  

Service revenue

     777       3,217       752       735       3,033       2,513       1,900  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     1,027       4,388       986       969       4,131       3,549       2,991  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of products

     210       1,042       195       228       972       872       943  

Cost of services

     591       2,402       571       541       2,240       1,785       1,378  

Selling, general and administrative expenses

     140       600       136       146       586       537       367  

Research and development expenses

     18       64       18       20       64       107       87  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     959       4,108       920       935       3,862       3,301       2,775  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     68       280       66       34       269       248       216  

Related party interest expense, net

     —         —         (4     (11     (31     (49     (6

Interest expense

     (60     (238     —         —         —         —         —    

Other (expense) income, net

     (2     (28     —         2       (81     52       30  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     6       14       62       25       157       251       240  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense

     22       269       25       9       50       64       48  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (16   $ (255   $ 37     $ 16     $ 107     $ 187     $ 192  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to noncontrolling interests

     1       (1     1       (1     (1     1       1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to NCR ATMCo

   $ (17   $ (254   $ 36     $ 17     $ 108     $ 186     $ 191  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to NCR ATMCo:

              

Basic

              

Diluted

              

Weighted average shares outstanding:

              

Basic

              

Diluted

              

 

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NCR ATMCo

Summary Historical Combined Balance Sheets

 

     Pro Forma      Historical  
     As of
March 31
     As of
March 31
     As of December 31  
In millions    2023      2023      2022      2021  

Assets

           

Cash and cash equivalents

   $ 445      $ 282      $ 293      $ 238  

Total assets

   $ 5,594      $ 5,768      $ 5,772      $ 5,579  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities and equity

           

Total liabilities

   $ 4,993      $ 2,514      $ 2,510      $ 3,243  

Total equity

     601        3,254        3,262        2,336  

Total liabilities and equity

   $ 5,594      $ 5,768      $ 5,772      $ 5,579  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Historical  
     Three months
ended
March 31
    For the years ended
December 31
 
In millions    2023     2022     2022     2021     2020  

Net cash provided by (used in) operating activities

   $ 108     $ (62   $ 274     $ 449     $ 410  

Net cash used in investing activities

   $ (13   $ (79   $ (417   $ (2,493   $ (60

Net cash provided by (used in) financing activities

   $ (91   $ 114     $ 183     $ 2,345     $ (338

In addition to our operating results, as calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), we use, and plan to continue using, non-GAAP financial measures and other performance metrics when monitoring and evaluating operating performance and liquidity. The non-GAAP financial measures and other performance metrics presented in this information statement are supplemental measures of our performance and our liquidity that we believe help investors understand our financial condition and operating results and assess our future prospects. For more information about our non-GAAP financial measures and other performance metrics see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures and Use of Certain Terms.”

 

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Adjusted EBITDA

 

     Pro Forma     Historical  
     Three months
ended
March 31
    Year ended
December 31
    Three months
ended
March 31
     Years ended
December 31
 
In millions    2023     2022     2023      2022      2022      2021     2020  

Net (loss) income attributable to NCR ATMCo (GAAP)

   $ (17   $ (254   $ 36      $ 17      $ 108      $ 186     $ 191  

Related party interest expense, net

     —         —         4        11        31        49       6  

Interest expense

     60       238       —          —          —          —         —    

Income tax expense

     22       269       25        9        50        64       48  

Depreciation and amortization expense

     41       183       35        36        159        104       29  

Acquisition-related amortization of intangibles

     25       100       25        26        100        55       4  

Stock-based compensation expense

     18       66       14        18        66        82       48  

Separation costs(1)

     7       14       7        —          —          —         —    

Acquisition-related costs(2)

     —         8       —          5        8        95       (6

Transformation and restructuring(3)

     —         63       —          14        63        25       89  

Pension mark-to-market adjustments

     —         51       —          —          78        (70     (3

Russia operations(4)

     —         22       —          19        22        (4     (13
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted EBITDA (non-GAAP)

   $ 156     $ 760     $ 146      $ 155      $ 685      $ 586     $ 393  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

(1)

Represents professional fees specific to separation preparation including separation management, organizational design, and legal fees.

(2)

Represents professional fees, retention bonuses, and other costs incurred related to acquisitions, which are considered non-operational in nature.

(3)

Represents integration, severance, and other exit and disposal costs, which are considered non-operational in nature.

(4)

Represents the immaterial impact of our operating results in Russia, as well as the impact of impairments taken to write down the carrying value of assets and liabilities, severance charges, and the assessment of collectability on revenue recognition, which is considered to be a non-recurring special item.

Adjusted Free Cash Flow

 

     Historical  
     Three months
ended
March 31
    Years ended
December 31
 
In millions    2023     2022     2022     2021     2020  

Net cash provided by (used in) operating activities (GAAP)

   $ 108     $ (62   $ 274     $ 449     $ 410  

Capital expenditures for property, plant and equipment

     (3     (12     (58     (80     (8

Additions to capitalized software

     (8     (10     (39     (31     (22

Restricted cash settlement activity

     (27     30       27       (41     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted free cash flow (Non-GAAP)

   $ 70     $ (54   $ 204     $ 297     $ 380  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Recurring Revenue

 

     Historical  
     Three months ended
March 31
     Years ended December 31  
In millions    2023      2022      2022      2021      2020  

Recurring revenue

   $ 710      $ 655      $ 2,754      $ 2,120      $ 1,480  

All other products and services

     276        314        1,377        1,429        1,511  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 986      $ 969      $ 4,131      $ 3,549      $ 2,991  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other Performance Metrics

 

     Historical  
     As of and for the
three months ended
March 31
     As of and for the
year ended December 31
 
     2023      2022      2022      2021      2020  

Total Units Owned / Managed / Serviced

     801,774        828,259        808,620        819,997        566,629  

ATM-as-a-Service

     17,456        4,438        14,287        4,377        628  

Payment transactions (millions)

     442        442        1,844        995        —    

 

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

 

What is NCR ATMCo and why is NCR separating NCR ATMCo’s business and distributing NCR ATMCo stock?    NCR ATMCo currently is a wholly owned subsidiary of NCR that was formed to hold assets and liabilities related to NCR’s ATM-related businesses, including its Self-Service Banking, Payments & Network and Telecommunications and Technology businesses. The separation of NCR ATMCo from NCR and the distribution of NCR ATMCo common stock are intended to provide you with equity investments in two separate companies, each of which will be able to focus on their respective businesses. NCR and NCR ATMCo believe that the spin-off will result in enhanced long-term performance of each business for the reasons discussed in the section of this information statement entitled “The Separation and Distribution—General—Reasons for the Spin-Off.”
Why am I receiving this document?    NCR is making this document available to you because you are a holder of NCR common stock. If you are a holder of NCR common stock as of [●] local New York City time on [●], the record date for the distribution, you will be entitled to receive [●] share[s] of NCR ATMCo common stock for every [●] share[s] of NCR common stock that you hold at such time. This document will help you understand how the separation and distribution will affect your investment in NCR and your investment in NCR ATMCo after the spin-off.
How will the spin-off of NCR ATMCo from NCR work?    To effect the spin-off, NCR will undertake a series of internal reorganization transactions pursuant to which, among other transactions, NCR ATMCo will hold, through its subsidiaries, NCR’s ATM-related businesses, including its Self-Service Banking, Payments & Network and Telecommunications and Technology businesses and distribute all of the outstanding shares of common stock of NCR ATMCo to NCR’s stockholders on a pro rata basis as a distribution. Following the completion of the spin-off, NCR ATMCo, holding the Self-Service Banking, Payments & Network and Telecommunications and Technology businesses, will be an independent, publicly traded company.
Why is the spin-off of NCR ATMCo structured as a distribution?    NCR believes that a distribution, together with certain related transactions, of NCR ATMCo shares to NCR stockholders, which NCR intends to be tax-free for U.S. federal income tax purposes (except with respect to any cash received in lieu of fractional shares), is an efficient way to separate its ATM-focused businesses in a manner that is expected to create long-term benefits and value for NCR, NCR ATMCo and their respective stockholders. Following the spin-off, NCR will not retain any ownership interest in us.
What will be distributed in the distribution?    As a holder of NCR common stock, you will receive a dividend of [●] share[s] of our common stock for every [●] share[s] of NCR common stock you hold as of [●] local New York City time on [●], the record date for the distribution. Your proportionate interest in NCR will not change as a result of the distribution. For a more detailed description, see the section of this information statement entitled “The Separation and Distribution.”

 

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What is the record date for the distribution?    The record date for the distribution is [●] local New York City time on [●].
When will the distribution occur?    It is expected that all of the shares of NCR ATMCo common stock will be distributed by NCR on or about [●], to holders of record of NCR common stock as of [●] local New York City time on [●], the record date. However, no assurance can be provided as to the timing of the distribution or that all conditions to the distribution will be met.
Is a stockholder vote required to approve the spin-off?    No stockholder vote is required to approve the spin-off.
What do stockholders need to do to participate in the distribution?    Stockholders of NCR entitled to receive shares in the distribution will not be required to take any action to receive NCR ATMCo common stock in the distribution, but you are urged to read this entire information statement carefully. No stockholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration or exchange or surrender your existing NCR common stock or take any other action to receive your shares of NCR ATMCo common stock.
Will I receive physical certificates representing shares of NCR ATMCo common stock following the spin-off?    No. Following the spin-off, NCR ATMCo will not issue physical certificates representing shares of NCR ATMCo common stock, even if requested. If you own NCR common stock as of [●] local New York City time on [●], the record date, NCR, with the assistance of [●], the distribution agent, will electronically distribute shares of NCR ATMCo common stock to you or to your brokerage firm on your behalf by way of direct registration form. “Direct registration form” refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. The distribution agent or the transfer agent will mail you a book-entry account statement that reflects your shares of NCR ATMCo common stock, or your bank or brokerage firm will credit your account for the shares.
   Following the spin-off, stockholders whose shares are held in book-entry form may request that their shares of NCR ATMCo common stock held in book-entry form be transferred to a brokerage or other account at any time.
How many shares of NCR ATMCo common stock will I receive in the distribution?    NCR will distribute to you [●] share[s] of NCR ATMCo common stock for every [●] share[s] of NCR common stock held by you as of [●] local New York City time on [●], the record date. Based on approximately [●] shares of NCR common stock outstanding as of [●], a total of approximately [●] shares of NCR ATMCo common stock will be distributed. For additional information on the distribution, see the section of this information statement entitled “The Separation and Distribution.”
Will NCR ATMCo issue fractional shares of its common stock in the distribution?    No. NCR ATMCo will not issue fractional shares of its common stock in the distribution. Fractional shares that NCR stockholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise be entitled to receive) to those stockholders

 

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   who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient stockholders for U.S. federal income tax purposes as described in the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”
What are the conditions to the distribution?   

The distribution of our common stock by NCR is subject to the satisfaction of the following conditions, among others:

 

•  The SEC will have declared effective the registration statement of which this information statement forms a part, and no stop order relating to the registration statement will be in effect.

 

•  [●], or a comparable public market, will have approved the listing of NCR ATMCo common stock, subject to official notice of issuance.

 

•  NCR will have received an opinion of each of Skadden, tax counsel to NCR, and EY, tax advisor to NCR, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code. See the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

 

•  All actions, filings, permits, registrations and consents necessary or appropriate under applicable federal, state or other securities laws or “blue sky” laws and the rules and regulations thereunder will have been taken or made and, where applicable, become effective or accepted.

 

•  No order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions will be in effect.

 

•  The reorganization of the NCR and NCR ATMCo businesses prior to the separation and distribution will have been effectuated.

 

•  The NCR Board of Directors shall have declared the distribution and finally approved all related transactions (and such declaration or approval shall not have been withdrawn).

 

•  No event or development shall have occurred or exist that, in the judgment of the NCR Board of Directors, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions (including the incurrence of indebtedness necessary to complete the spin-off).

 

•  NCR ATMCo shall have completed the debt financing arrangements described in the section of this information statement entitled “Description of Certain Indebtedness.”

 

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•  Any required governmental approvals necessary to consummate the distribution and the transactions contemplated by the separation and distribution agreement and the ancillary agreements shall have been obtained and be in full force and effect.

 

•  The mailing of this information statement (or notice of internet availability thereof) to record holders of NCR common stock as of [●], the record date.

 

•  Each of the separation and distribution agreement, the transition services agreement, the tax matters agreement, the intellectual property agreements, the employee matters agreement, the commercial agreements and the other ancillary agreements shall have been executed and delivered by each party thereto and be in full force and effect.

 

•  The receipt of an opinion from an independent appraisal firm, in form and substance acceptable to the NCR Board of Directors in its sole discretion, confirming that, immediately following the distribution (a) each of NCR and NCR ATMCo will be able to pay its indebtedness as its indebtedness becomes due in the usual course of business and (b) each of NCR’s and NCR ATMCo’s respective assets will be greater than the sum of, as applicable, NCR’s or NCR ATMCo’s respective liabilities (plus, with regard to NCR, the amount, if any, that would be needed, if NCR was dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of the holders of shares of Series A Convertible Preferred Stock of NCR).

   NCR and NCR ATMCo cannot assure you that any or all of these conditions will be met, and the NCR Board of Directors may also waive conditions to the distribution in its sole discretion. NCR may decline at any time to go forward with the distribution, whether or not the conditions are satisfied and the spin-off would then not occur. For a more detailed description, see the section of this information statement entitled “The Separation and Distribution—General—Conditions to the Distribution.”
What is the expected date of completion of the spin-off?    The completion and timing of the spin-off are dependent upon a number of conditions. It is expected that the shares of NCR ATMCo common stock will be distributed by NCR on or about [●] to the holders of record of NCR common stock as of [●] local New York City time on [●], the record date. However, no assurance can be provided as to the timing of the spin-off or that all conditions to the spin-off will be met.

 

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Can NCR decide to cancel the spin-off even if all the conditions have been met?    Yes. The spin-off will not be effective until the distribution is complete. The distribution is subject to the satisfaction or waiver by NCR of certain conditions. See “The Separation and Distribution — General — Conditions to the Distribution.” The fulfillment of such conditions will not create any obligation on behalf of NCR to effect the spin-off, and NCR may at any time decline to go forward with the spin-off. Until the spin-off has occurred, NCR has the right not to complete the distribution, even if all the conditions have been satisfied, if, at any time prior to the distribution, the NCR Board of Directors determines, in its sole discretion, that the spin-off is not in the best interests of NCR or its stockholders, that a sale or other alternative is in the best interests of NCR or its stockholders, or that market conditions or other circumstances are such that it is not advisable at that time to separate the ATM-related businesses from NCR.
What if I want to sell my NCR common stock or my NCR ATMCo common stock?    You should consult with your financial advisors, such as your stockbroker, bank or tax advisor.
What is “regular-way” and “ex-distribution” trading?    Beginning on or shortly before the record date and continuing up to and through the distribution date, it is expected that there will be two markets in NCR common stock: a “regular-way” market and an “ex-distribution” market. Shares of NCR common stock that trade in the “regular-way” market will trade with an entitlement to shares of NCR ATMCo common stock distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to shares of NCR ATMCo common stock distributed pursuant to the distribution. Each stockholder trading in NCR shares would make any decision as to whether to trade one or more of such stockholder’s shares in NCR in the “regular-way” market or the “ex-distribution” market.
   If you decide to sell any shares of your NCR common stock after the record date and before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your NCR common stock with or without your entitlement to NCR ATMCo common stock pursuant to the distribution.
Where will I be able to trade shares of NCR ATMCo common stock?    NCR ATMCo intends to apply to list its common stock on [●] under the symbol “[●].” NCR ATMCo expects that trading in shares of its common stock will begin on a “when-issued” basis on or about the record date and will continue up to and through the distribution date and that “regular-way” trading in NCR ATMCo common stock will begin on the first trading day following the distribution date. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. If trading begins on a “when-issued” basis, you may purchase or sell NCR ATMCo common stock up to and through the distribution date, but your transaction will not settle until after the distribution date. NCR ATMCo cannot predict the trading prices for its common stock before, on or after the distribution date.

 

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What will happen to the listing of NCR common stock?    Prior to the completion of the spin-off, NCR will continue to trade on the NYSE under the symbol “NCR.” Following the completion of the spin-off, NCR will continue to trade on the NYSE under the symbol “NCR.”
Will the number of shares of NCR common stock that I own change as a result of the distribution?    No. The number of shares of NCR common stock that you own will not change as a result of the distribution.
What are the U.S. federal income tax consequences of the separation and distribution?    It is a condition to the completion of the distribution that NCR receives an opinion of each of Skadden, tax counsel to NCR, and EY, tax advisor to NCR, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code.
   Accordingly, and so long as the distribution, together with certain related transactions, so qualifies, no gain or loss will be recognized by you for U.S. federal income tax purposes (except with respect to any cash received in lieu of fractional shares), and no amount will be included in your income, for U.S. federal income tax purposes, upon the receipt of shares of NCR ATMCo common stock pursuant to the distribution.
   For more information regarding the potential U.S. federal income tax consequences to NCR ATMCo, to NCR and to you, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.” You should consult your tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local, and any foreign, tax laws.
What are the material state, local and foreign income tax consequences of the distribution?    The Tax Opinions will not address the state, local or foreign income tax consequences of the distribution. You should consult your tax advisor about the particular state, local and foreign tax consequences of the distribution to you, which consequences may differ from those described in the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”
How will I determine my tax basis in the NCR ATMCo shares I receive in the distribution?   

Assuming that the distribution is tax-free to NCR stockholders (except with respect to any cash received in lieu of fractional shares) for U.S. federal income tax purposes, your aggregate tax basis in your NCR common stock held by you immediately prior to the distribution will be allocated between your NCR common stock and NCR ATMCo common stock that you receive in the distribution (including any fractional share interest in NCR ATMCo common stock for which cash is received) in proportion to the relative fair market values of each immediately following the spin-off. NCR will provide its stockholders with information to enable them to compute their tax basis in both NCR and NCR ATMCo shares. This information will be posted on NCR’s website following the distribution date.

 

You should consult your tax advisor about the particular consequences of the separation and distribution to you, including a situation where you

 

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   have purchased NCR shares at different times or for different amounts and the application of state, local, and foreign tax laws.
   For a more detailed description, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”
How will the spin-off impact the rights, preferences, privileges and voting power of the holders of NCR’s Series A Convertible Preferred Stock?   

Holders of NCR’s Series A Convertible Preferred Stock will not receive any share of common stock of NCR ATMCo in the spin-off and the Series A Convertible Preferred Stock will remain outstanding following the spin-off. The conversion rate and voting power of NCR’s Series A Convertible Preferred Stock will be adjusted as a result of the spin-off pursuant to the Articles Supplementary to NCR’s Articles of Amendment and Restatement.

 

Under the terms of NCR’s Series A Convertible Preferred Stock, the holders of the Series A Convertible Preferred Stock will not be entitled to participate in the distribution. The holders of the Series A Convertible Preferred Stock are entitled a dividend, if, as and when authorized by the NCR Board of Directors, payable quarterly in cash, Series A Convertible Preferred Stock, or a combination thereof. So long as full dividends on all outstanding shares of Series A Convertible Preferred Stock have been declared and paid, including any accrued and unpaid dividends on the Series A Convertible Preferred Stock that are then in arrears, the NCR Board of Directors may authorize and NCR may declare and pay a dividend to junior stock (including NCR common stock).

What will NCR ATMCo’s relationship be with NCR following the spin-off?    Following the completion of the spin-off, NCR and NCR ATMCo will be independent companies. NCR will not own any shares of our common stock, and we expect that the relationship between NCR and NCR ATMCo will be governed by, among others, a separation and distribution agreement, a transition services agreement, a tax matters agreement, certain intellectual property agreements, an employee matters agreement and several commercial agreements. These agreements will provide for the allocation between NCR ATMCo and NCR of NCR and NCR ATMCo’s assets, employees, liabilities and obligations (including employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after NCR ATMCo’s spin-off from NCR, and in the case of commercial agreements, govern the relationship between the parties for certain commercial services following the spin-off. For additional information regarding these agreements, see the sections of this information statement entitled “Risk Factors—Risks Related to the Spin-Off” and “Certain Relationships and Related Transactions.”
Will I have appraisal rights in connection with the distribution?    No. Holders of NCR common stock are not entitled to appraisal rights in connection with the distribution.
Are there risks associated with owning NCR ATMCo common stock?    Yes. Ownership of NCR ATMCo common stock is subject to both general and specific risks relating to NCR ATMCo’s businesses, the industry in which it operates, its ongoing contractual relationships with NCR and its status as a separate, publicly traded company. Ownership of NCR ATMCo common stock is also subject to risks relating to the spin-off, including that following the spin-off, NCR ATMCo’s business

 

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   will be less diversified than NCR’s business prior to the spin-off. These risks are described in the section of this information statement entitled “Risk Factors.” You are encouraged to read that section carefully.
Who will manage NCR ATMCo after the spin-off?    Following the spin-off, NCR ATMCo will be led by Timothy Oliver, who will be NCR ATMCo’s Chief Executive Officer.
   For more information regarding NCR ATMCo’s expected named executive officers and other members of its management team, see the section of this information statement entitled “Management.”
What will NCR ATMCo’s dividend policy be after the spin-off?    NCR ATMCo has not yet determined the extent to which it will pay dividends on its common stock. The timing, declaration, amount of and payment of any dividends following the spin-off by NCR ATMCo is within the discretion of the NCR ATMCo Board of Directors and will depend upon many factors, including NCR ATMCo’s financial condition, earnings, capital requirements of its operating subsidiaries, covenants associated with certain of NCR ATMCo’s planned debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by the NCR ATMCo Board of Directors. Moreover, if NCR ATMCo determines to pay any dividend in the future, there can be no assurance that it will continue to pay such dividends or the amount of such dividends. See the section of this information statement entitled “Dividend Policy.”
What will happen to NCR stock options, time-based restricted stock units, performance-based restricted stock units, performance share restricted stock units and deferred restricted stock units in connection with the spin-off?    We expect that NCR equity awards outstanding at the time of the distribution will be adjusted using the principles set forth below. For each award recipient, the intent is to maintain the economic value of those awards before and after the distribution date while also streamlining and simplifying the post-distribution administration of such awards. Generally, employees that will continue at NCR after the spin-off will continue to have NCR equity awards, while employees that transition to NCR ATMCo will have their NCR equity awards converted to equivalent equity awards of NCR ATMCo, except that (x) holders of MBRSUs (as defined below) will have their PB Share Value RSUs (as defined below) converted to PB Share Value RSUs of both NCR and NCR ATMCo, respectively, of aggregate comparable value and (y) certain key members of management and other key employees identified by NCR’s CEO (the “Key Equity Holders”) will have their stock options, outstanding PBRSUs (as defined below) and RSUs (as defined below) converted to stock options, PBRSUs (subject, in certain cases, to time-based vesting conditions only) and RSUs of both NCR and NCR ATMCo, respectively, of aggregate comparable value. The terms of the equity awards, such as the vesting schedule and any termination protections, will generally continue unchanged, as equitably adjusted to reflect the distribution, except that each of the performance-based restricted stock units (the “PBRSUs”) with a performance period ending in 2023 and each of the PBRSUs based on the achievement of revenue and EBITDA metrics with a performance period ending in 2024 will be converted into time-based restricted stock units (“RSUs”) based on achievement of the applicable performance metrics from the start of the

 

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   performance period through September 30, 2023. In accordance with their existing terms, 50% of the market-based restricted stock units (“MBRSUs”) scheduled to vest on December 31, 2025, will accelerate and be settled immediately prior to the distribution date (subject to a minimum vesting period of one year from the grant date of such MBRSU) (the “PB Transaction RSUs”). The remaining 50% of the MBRSUs will remain subject to the combined performance of NCR and NCR ATMCo with respect to each applicable company’s compound annual growth rate or each applicable company’s relative total shareholder return ranking among a comparison group (the “PB Share Value RSUs”). In addition, 50% of the RSUs scheduled to vest on December 31, 2025, will accelerate and be settled immediately prior to the distribution date (subject to a minimum vesting period of one year from the grant date of such RSU) and the remaining 50% of the RSUs scheduled to vest on December 31, 2025 will remain subject to continued service with NCR or NCR ATMCo, as applicable.
Will the distribution of NCR ATMCo common stock affect the market price of NCR common stock?    As a result of the distribution, we expect the trading price of shares of NCR common stock to be different from the trading price of NCR common stock immediately prior to the distribution because the trading price will no longer reflect the combined value of the businesses. Furthermore, until the market has fully analyzed the value of NCR without the businesses comprising NCR ATMCo, the price of shares of NCR common stock may fluctuate. There can be no assurance that, following the spin-off, the combined value of NCR common stock and NCR ATMCo common stock will equal or exceed what the value of NCR common stock would have been in the absence of the distribution.
Will NCR ATMCo incur any debt prior to or at the time of the distribution?   

Yes. In connection with the separation and distribution, NCR ATMCo expects to enter into financing arrangements providing for indebtedness in an aggregate principal amount of up to $3,235 million, of which approximately $2,735 million will be borrowed prior to the consummation of the separation and distribution. This indebtedness is expected to consist of (i) approximately $[●] million of secured indebtedness, which may consist of an approximately $500 million senior secured revolving credit facility (which NCR ATMCo does not expect to borrow a material amount of revolving loans, if any thereunder prior to the separation and distribution) and a mixture of senior secured term A loans, senior secured term B loans and/or senior secured notes, and (ii) approximately $[●] million of senior unsecured notes. NCR ATMCo also expects to enter into a $[●] trade receivables facility (which balance is not included in the $3,235 million of principal aggregate amount of indebtedness referenced above). No assurance can be given whether such financing arrangements will occur in the anticipated time frame on favorable terms, or at all. For more information, see “Description of Certain Indebtedness.”

 

NCR ATMCo’s expected indebtedness balance at the time of the spin-off was determined based on internal capital planning and considered the following factors and assumptions: anticipated business plan, optimal debt levels, operating activities, general economic contingencies, industry and market conditions, credit rating and desired financing capacity. Many of these assumptions are beyond the control of NCR ATMCo and could result in differences than as described herein.

 

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NCR ATMCo intends to use the net proceeds from the sale of any senior secured notes and/or senior unsecured notes, together with the borrowings of any term A loans and term B loans and other available cash on hand, (i) to finance the payment of a cash distribution to NCR, and repay certain other amounts owed to NCR pursuant to existing intercompany indebtedness, in each case, immediately prior to the distribution, (ii) to pay fees and expenses related to the spin-off (including, without limitation, the fees and expenses with respect to the financing arrangements) and (iii) for general corporate purposes. NCR ATMCo may also issue a portion of its indebtedness to NCR as partial consideration for certain assets that will be contributed to NCR ATMCo in connection with the separation and NCR is expected to exchange such indebtedness for an equivalent amount of NCR’s existing indebtedness (and to satisfy certain fees and expenses incurred in such transactions), including through the repayment of any additional short-term indebtedness incurred by NCR for the purpose of retiring a portion of NCR’s existing indebtedness. For more information, see “Description of Certain Indebtedness.”

Who will be the distribution agent, transfer agent and registrar for NCR ATMCo common stock?   

The distribution agent, transfer agent and registrar for NCR ATMCo common stock will be [●]. For questions relating to the transfer or mechanics of the stock distribution, you should contact:

   [●]
Where can I find more information about NCR and NCR ATMCo?   

If you have any questions relating to NCR, you should contact:

NCR-Investor Relations

864 Spring Street NW

Atlanta, GA 30308

Phone: 678-808-6995

Email: investor.relations@ncr.com

Website: http://investor.ncr.com

   After the distribution, NCR ATMCo stockholders who have any questions relating to NCR ATMCo should contact NCR ATMCo at:
   [●]

 

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RISK FACTORS

The risks and uncertainties described below could materially and adversely impact our business, financial condition, results of operations, could cause actual results to differ materially from our expectations and projections, and could cause the market value of our stock to decline. You should consider these risk factors when evaluating us and our common stock and when reading the rest of this information statement, including the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this document. These risk factors may not include all of the important factors that could affect our business or our industry or that could cause our future financial results to differ materially from historic or expected results or cause the market price of our common stock to fluctuate or decline. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

Risks Related to the NCR ATMCo Business

STRATEGY AND TECHNOLOGY

If we are unsuccessful in growing our business, our operating results could be adversely impacted.

In recent years, we have shifted our business model to become a software- and services-led enterprise provider, focusing on increased software and services revenue, as well as recurring revenue, to enable NCR ATMCo to become an as-a-Service company. Activating our strategy to create ATM-as-a-Service could adversely impact our revenue and margin as we shift toward increasing recurring revenue. We expect to continue to spend and may increase our capital expenditures to support our shift to ATM-as-a-Service with the focus on our strategic growth platforms, which are the offerings with the highest growth potential to accelerate the shift. Our success depends on the return on investment generated from the capital expenditures and our ability to continue to execute these strategies, while improving the Company’s cost structure. Successful execution of our strategy and the businesses associated with the strategic growth platforms depends on a number of different factors including, among others, developing, deploying and supporting the next generation of digital first software and cloud solutions for the industries we serve; market acceptance of our new and existing software and cloud solutions; successfully expanding the payment processing market; enabling our sales force to use a consultative selling model that better incorporates our comprehensive and new solutions; improving our service performance, capabilities and coverage to improve efficiency, incorporate remote diagnostic and other technologies and align with and support our new solutions; managing professional services and other costs associated with large solution roll-outs; integrating, and developing and supporting software gained through acquisitions. In addition, we continue to pursue initiatives to expand our customer base by increasing our use of indirect sales channels, and by developing, marketing and selling solutions aimed at the small- to medium-business market. It is not yet certain whether these initiatives will yield the anticipated benefits, or whether our solutions will be compelling and attractive to small- and medium-sized businesses. If we are not successful in growing software and services and expanding our customer base at the rate that we anticipate, implementing and managing these various initiatives and minimizing any resulting loss in productivity, or if the costs to complete these initiatives is higher than anticipated, we may not meet our growth and gross margin projections or expectations, and operating results could be adversely impacted.

If we do not swiftly and successfully develop and introduce new solutions in the competitive, rapidly changing environment in which we do business, our business results may be impacted.

The development process for our solutions requires high levels of innovation from our product development teams and suppliers of the components embedded or incorporated in our solutions. We expect to continue to spend and may increase our capital expenditures and allocate these expenditures primarily to our strategic growth platforms. In addition, certain of our solutions, including our cloud solutions, may require us to build, lease or

 

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expand, and maintain, infrastructure (such as hosting centers) to support them. The development process can be lengthy and costly, and requires us to commit a significant amount of resources to bring our business solutions to market. In addition, our success may be impacted by safety and security technology and industry standards. We may not be able to anticipate our customers’ needs and technological and industry trends accurately, or to complete development of new solutions efficiently. In addition, contract terms, market conditions or customer preferences may affect our ability to limit, sunset or end-of-life our older products in a timely or cost-effective fashion. If any of these risks materialize, we may be unable to introduce new solutions into the market on a timely basis, if at all, and our business and operating results could be materially impacted. Likewise, we sometimes make assurances to customers regarding the operability and specifications of new technologies, and our results could be impacted if we are unable to deliver such technologies, or if such technologies do not perform as planned. Once we have developed new solutions, if we cannot successfully market and sell those solutions, our business and operating results could be adversely impacted.

We operate in a highly competitive industry and such competition may increase, which may adversely impact our profit margins.

We operate in the intensely competitive technology industry. This industry is characterized by rapidly changing technology, disruptive technological innovation, evolving industry standards, frequent new product introductions, price and cost reductions, and increasingly greater commoditization of products making differentiation difficult. Our competitors include other large companies in the information technology industry, as well as, independent ATM companies and financial institutions, such as Fidelity National Information Services Inc., Fiserv, Inc., Temenos AG, Infosys Ltd., Diebold Nixdorf, Inc., Hyosung TNS Inc., and ACI Worldwide, Inc., many of which have more financial and technical resources, or more widespread distribution and market penetration for their platforms and service offerings, than we do.

Our competitors could prevent us from obtaining or maintaining desirable locations for our ATMs, cause us to reduce the revenue generated by transactions at our ATMs, or cause us to pay higher merchant fees, thereby reducing our profits. In addition to our current competitors, new and less traditional competitors may enter the market, vertically integrated competitors, such as expanded product and service offerings by cash-in-transit providers, may offer comprehensive bundled product and service offerings, or we may face additional competition associated with the creation, integration, and consolidation of competitors through transactions as well as the introduction of alternative payment mechanisms, such as Venmo, Zelle, Square Cash, Facebook Messenger Payments, Apple Pay, virtual currencies such as Bitcoin and other emerging payment technology. Increased competition could result in reduced usage of our ATMs, transaction fee reductions, reduced gross margins, and loss of market share. In addition, our customers sometimes finance our product sales through third-party financing companies, and in the case of customer default, these financing companies may be forced to resell the equipment at discounted prices, competing with us and impacting our ability to sell incremental units. As a result, the failure to effectively adapt our organization, products, and services to the market, the entrance of new competitors into the market, or the innovation or growth of existing competitors could significantly reduce market share of our offerings, decrease demand for our solutions, significantly reduce our revenue, increase our operating costs, or otherwise adversely impact our business, operations, cash flows, operating profits and financial conditions.

Our future competitive performance and market position depend on a number of factors, including our ability to:

 

   

execute our ATM-as-a-Service strategy to grow our software and services revenue, as well as our recurring revenue;

 

   

improve margin expansion while successfully reacting to competitive product and pricing pressures;

 

   

mitigate increases in labor costs, component parts, freight, services and interest rates with price increases;

 

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penetrate and meet the changing competitive requirements and deliverables in developing and emerging markets;

 

   

retain our existing key customers and add new customer relationships;

 

   

cross-sell additional products and services to our existing customer base;

 

   

rapidly and continually design, develop and market, or otherwise maintain and introduce innovative solutions and related products and services for our customers that are competitive in the marketplace;

 

   

react on a timely basis to shifts in market demands and technological innovations, including shifts toward the desire of banks to provide digital-first experience to their customers in transactions and payments;

 

   

reduce costs, including the capital costs of financing ATM deployments and the cash costs of filling them with bailment cash, without creating operating inefficiencies or impairing product or service quality;

 

   

maintain competitive operating margins;

 

   

improve product and service delivery quality; and

 

   

effectively market and sell all of our solutions.

If we do not successfully integrate acquisitions or effectively manage alliance activities, we may not drive future growth.

As part of our overall solutions strategy, we have made, and intend to continue to make, investments in companies, solutions, services and technologies, either through acquisitions, investments, joint ventures or strategic alliances. These activities allow us to further our company strategy and provide us access to new technology or solutions that expand our offerings. Acquisitions and alliance activities inherently involve risks. The risks we may encounter include those associated with:

 

   

disruption to our business and the continued successful execution of our company strategy, goals and responsibilities, including but not limited to disruption of the Company’s growth, its ongoing shift to software and services, the work to increase recurring revenue and adjusted free cash flow, and growth of our ATM-as-a-Service model;

 

   

increased capital and research and development expenses and resource allocation;

 

   

assimilation and integration of different business operations, corporate cultures, personnel, infrastructures (such as data centers) and technologies or solutions acquired or licensed, while maintaining quality, and designing and implementing appropriate risk management measures;

 

   

retention of key employees and talent associated with the acquired or combined business;

 

   

the incurrence of significant transaction fees and costs;

 

   

the potential for unknown liabilities within the acquired or combined business that we may not become aware of until after the completion of the acquisition; and

 

   

the possibility of conflict with joint venture or alliance partners regarding strategic direction, prioritization of objectives and goals, governance matters or operations.

There is risk that the integration, new technology or solutions, including, but not limited to expanded payment processing and entry into ATM-as-a-Service, may not perform as anticipated, may take longer than anticipated and may not meet estimated growth projections or expectations, or investment recipients may not successfully execute their business plans. Further, we may not achieve the projected efficiencies and synergies once we have integrated the business into our operations, which may lead to the impairment or write down of assets, and other additional costs not anticipated at the time of acquisition. In the event that these risks materialize, we may not be able to fully realize the benefit of our investments, and our operating results could be adversely impacted.

 

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Our multinational operations, including in new and emerging markets, expose us to business and legal risks.

For the years ended December 31, 2022, 2021 and 2020, the percentage of our revenue from outside of the United States was 55%, 59% and 62%, respectively, and we expect our percentage of revenue generated outside the United States to continue to be significant. In addition, we continue to seek to further penetrate existing international markets, and to identify opportunities to enter into or expand our presence in developing and emerging markets. While we believe that our geographic diversity may help to mitigate some risks associated with geographic concentrations of operations, our ability to sell our solutions and manufacture internationally, including in new and emerging markets, is subject to risks, which include, among others:

 

   

the impact of ongoing and future economic and credit conditions on the stability of national and regional economies and industries within those economies;

 

   

political conditions and local regulations that could adversely impact demand for our solutions, our ability to access funds and resources, or our ability to sell products in these markets;

 

   

disruptions in transportation and shipping infrastructure;

 

   

the impact of natural disasters, catastrophic events, civil unrest, war and terrorist activity on supply chains, the economy or markets in general, or on our ability, or that of our suppliers, to meet commitments and, otherwise, continue to conduct our business in certain countries;

 

   

the impact of a downturn in the global economy, or in regional economies, on demand for our products;

 

   

competitive labor markets and increasing wages in markets that we operate in;

 

   

currency exchange rate fluctuations that could result in lower demand for our products as well as generate currency translation losses;

 

   

limited availability of local currencies to pay vendors, employees and third parties and to distribute funds outside of the country;

 

   

changes to global or regional trade agreements that could limit our ability to sell products in these markets;

 

   

the imposition of import or export tariffs, taxes, trade policies or import and export controls that could increase the expense of, or limit demand for our products;

 

   

changes to and compliance with a variety of laws and regulations that may increase our cost of doing business or otherwise prevent us from effectively competing internationally;

 

   

government uncertainty or limitations on the ability to enforce legal rights and remedies, including as a result of new, or changes to, laws and regulations;

 

   

intellectual property rights of third parties, and our intellectual property rights and scope of protection afforded by it in different countries;

 

   

implementing and managing systems, procedures and controls to monitor our operations in foreign markets;

 

   

changing competitive requirements and deliverables in developing and emerging markets;

 

   

longer collection cycles and the financial viability and reliability of contracting partners and customers; and

 

   

managing a geographically dispersed workforce, work stoppages and other labor conditions or issues.

In addition, as a result of our revenue generated outside of the United States, the amount of cash and cash equivalents that is held by our foreign subsidiaries continues to be significant. After the Tax Cuts and Jobs Act of 2017, in general we will not be subject to additional United States taxes if cash and cash equivalents and short-term investments held outside the United States are distributed to the United States in the form of dividends or otherwise. However, we may be subject to foreign withholding taxes, which could be significant.

 

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BUSINESS OPERATIONS

Our business may be adversely impacted by domestic and global economic and credit conditions.

Our business is sensitive to the strength of domestic and global economic and credit conditions, particularly as they affect, either directly or indirectly, the financial sector of the economy. Economic and credit conditions are influenced by a number of factors, including political conditions, consumer confidence, unemployment levels, interest rates, tax rates, commodity prices and government actions to stimulate economic growth. The imposition or threat of protectionist trade policies or import or export tariffs, global and regional market conditions and spending trends in the financial and payment industries, new tax legislation across multiple jurisdictions, modified or new global or regional trade agreements, uncertainty over further potential changes in Eurozone participation and fluctuations in oil and commodity prices, among other things, have created a challenging and unpredictable environment in which to market the products and services of our various businesses across our different geographies and industries. A negative or unpredictable economic climate could create uncertainty or financial pressures that impact the ability or willingness of our customers to make capital expenditures, thereby affecting their decision to purchase or roll out our products or services or, especially with respect to smaller customers, to pay accounts receivable owed to NCR ATMCo. Additionally, if customers respond to a negative or unpredictable economic climate by consolidation, it could reduce our base of potential customers. Negative or unpredictable global economic conditions also may have an adverse effect on our customers’ ability to obtain financing for the purchase of our products and services from third-party financing companies or on the number of payment processing transactions which could adversely impact our operating results.

The recent bank failures, during the first and second quarters of 2023, in addition to other global macroeconomic conditions, have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which NCR ATMCo operates. The Company does not believe that the circumstances of these bank failures are indicators of broader issues within the banking system. However, if there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business.

We are subject to certain significant risks and uncertainties from the payments-related business and industry, including the loss of revenue from decreased usage of our ATMs by users for their financial transactions or changes in the fees charged in connection with such transactions.

As a part of our overall strategy related to our payments-related business we may be subject to the following risks:

The proliferation of payment options and increasingly frictionless methods of payment other than cash, including credit cards, debit cards, stored-value debit cards, contactless, and mobile payments options, could result in a reduced need for cash in the marketplace and a resulting decline in the usage of our ATMs. The continued growth in electronic payment methods, such as mobile phone payments, contactless payments and card only self-service order and payment terminals could result in a reduced need for cash in the marketplace and ultimately, a decline in the usage of ATMs. Payment technologies, such as Venmo, Zelle, Square Cash, Facebook Messenger Payments, Apple Pay, virtual currencies such as Bitcoin or other new payment method preferences by consumers could reduce the general population’s need or demand for cash and adversely impact our ATM transaction volumes in the future.

NCR ATMCo derives a significant portion of its revenues from ATM and financial services transaction fees, which could be reduced by a decline in the usage of ATMs, the ability to charge cardholders fees to use ATMs and the level of transaction fees received, or a decline in the number of ATMs that are operated by us, whether as a result of changes in consumer spending preferences, global economic conditions, or otherwise. Additionally, should banks or other ATM operators decrease or eliminate the fees they charge to users of their ATMs or otherwise offer free access to their networks, such action would make transactions at our ATMs comparatively more expensive to consumers and could adversely impact transaction volumes and revenue.

 

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The majority of the electronic debit networks over which transactions are conducted require sponsorship by a bank, and the loss of any sponsors and/or the inability to find a replacement may cause disruptions to our operations. In each of the geographic markets, bank sponsorship is required in order to process transactions over certain networks. In all of the markets we serve, ATMs are connected to financial transaction switching networks operated by organizations such as Visa and MasterCard. The rules governing these switching networks require any company sending transactions through these networks to be a bank or a technical service processor that is approved and monitored by a bank. As a result, the operation of the ATM network in all of the markets we serve depends on the ability to secure these “sponsor” arrangements with financial institutions.

Non-compliance with established Electronic Funds Transfer (“EFT”) network rules and regulations could expose NCR ATMCo to fines, penalties or other liabilities and could adversely impact results of operations. Additionally, new EFT network rules and regulations could require significant amounts of capital to remain in compliance with such rules and regulations. Transactions are routed over various EFT networks to obtain authorization for cash disbursements and to provide account balances. These networks primarily include Star, Pulse, NYCE, Cirrus (MasterCard), and Plus (Visa) in the United States, and LINK in the United Kingdom, among other networks. EFT networks set the interchange fees that they charge to the financial institutions, as well as the amounts paid to NCR ATMCo. Interchange fees may be lowered in some cases at the discretion of the various EFT networks through which transactions are routed, or through potential regulatory changes, thus reducing future revenues and operating profits. Future changes in interchange rates, some of which we have minimal or no control over, could have a material adverse impact on business operations, cash flows and financial conditions. Additionally, EFT networks, including MasterCard and Visa, establish rules and regulations that ATM providers must comply with in order for member cardholders to use those ATMs. Failure to comply with such rules and regulations could result in penalties and/or fines, which could adversely impact our financial results.

The election by our merchant customers not to participate in the surcharge-free network offerings could impact the effectiveness of those offerings, which would adversely impact our financial results. Financial institutions that are members of the Allpoint network pay a fee in exchange for allowing their cardholders to use selected NCR ATMCo-owned, managed and/or participating ATMs on a surcharge-free basis. The success of the Allpoint network is dependent upon the participation by our merchant customers in that network. In the event a significant number of our merchants elect not to participate in the Allpoint network, the benefits and effectiveness of the network would be diminished, thus potentially causing some of the participating financial institutions to not renew their agreements, terminate early, and/or trigger financial penalties, thereby having a negative impact on our business.

Errors or omissions in the settlement of merchant funds or in the vault cash reconciliations could damage relationships with customers and vault cash providers, respectively, and expose NCR ATMCo to liability. NCR ATMCo is responsible for maintaining accurate bank account information for certain merchant customers, financial institution customers and vault cash providers and accurate settlements of funds into these accounts based on the underlying transaction activity.

We maintain a significant amount of vault cash, which is necessary to operate our business, involves risk of loss and is subject to cost fluctuations based on interest rate movements.

There is a significant amount of vault cash within our ATMs, which is subject to potential loss due to theft, civil unrest or other events, including natural disasters. Any loss of vault cash from our ATMs is generally our responsibility. Third parties are also relied upon in the various regions to provide NCR ATMCo with the cash required to operate many of the ATMs. If these third parties were unable or unwilling to provide the necessary cash to operate the ATMs, there would be a need to identify alternative sources of cash to operate the ATMs or we would not be able to operate this business. The willingness of financial institutions to provide vault cash to us depends, in part, on the capital classification given to such cash by regulators, any change to which may increase the cost of the vault cash or disincentivize financial institutions from cash rental products. Our existing vault cash

 

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rental agreements expire at various times, however, each provider has the right to demand the return of all or any portion of its cash at any time upon the occurrence of certain events. If our vault cash providers were to demand return of their cash or terminate their arrangements with us and remove their cash from our ATMs, or if they fail to provide us with cash as and when we need it for our operations, our ability to operate our ATMs would be jeopardized, and we would need to locate alternative sources of vault cash or potentially suffer significant downtime of our ATMs or significantly increased costs as a result of more frequent replenishments. In the event this was to happen, the terms and conditions of the new or renewed agreements could potentially be less favorable to us, which would adversely impact our results of operations. Furthermore, restrictions on access to cash to fill our ATMs could severely restrict our ability to keep our ATMs operating and could subject us to performance penalties under our contracts with our customers. A significant reduction in access to the necessary cash to operate our ATMs could have a material adverse impact on our business operations, cash flows and financial conditions.

Our vault cash rental expense is based primarily on floating interest rates. As a result, our vault cash rental costs are sensitive to change in interest rates. Although we currently hedge a portion of our vault cash interest exposure by using interest rate swaps, we may not be able to enter into similar arrangements for similar amounts in the future. Our currently high rental cash expense and any significant increases in interest rates could have a negative impact on our earnings and cash flow by increasing our operating costs and expenses.

In addition, the cash-in-transit business exposes NCR ATMCo to risks beyond those experienced from the ownership and operation of ATMs. The cash-in-transit operation in the United Kingdom delivers cash to and collects residual cash from ATMs in that market. The cash-in-transit business exposes NCR ATMCo to significant risks, including the potential for cash-in-transit losses, employee theft, as well as claims for personal injury, wrongful death, worker’s compensation, punitive damages, and general liability. While we maintain insurance coverage, there can be no assurance that our insurance coverage will be adequate to cover potential liabilities related to our cash-in-transit business or that insurance coverage will remain available at costs that are acceptable to us. The availability of quality and reliable insurance coverage is an important factor in our ability to successfully operate this aspect of our operations. A loss claim for which insurance coverage is denied or that is in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results of operations and cash flows.

If we do not retain key employees, or attract quality new and replacement employees, we may not be able to meet our business objectives.

Our employees are vital to our success, including the successful transformation of the Company into a software- and services-led business. Therefore, our ability to retain our key business leaders and our highly skilled software development, technical, sales, consulting and other key personnel, including key personnel of acquired businesses, is critical. Maintaining an inclusive culture and work environment is an important factor in attracting employees and retention. The market for highly skilled workers and leaders in our industry is extremely competitive, and we may need to invest significant amounts of cash and equity to attract and retain new employees. We may never realize returns on these investments. Key employees may decide to leave NCR ATMCo for other opportunities or may be unavailable for health or other reasons. Changes of key business leaders could be disruptive to our business or delay the execution of our strategy, and as a result could cause fluctuation in our stock price. In addition, as our business model evolves, we may need to attract employees with different skill sets, experience and attributes to support that evolution. If we are unable to retain our key personnel, or we are unable to attract highly qualified new and replacement employees by offering competitive compensation, secure work environments, and leadership opportunities now and in the future, our business and operating results could be adversely impacted.

 

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Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputation and adversely impact our business.

Many of our products are sophisticated and complex and may incorporate third-party hardware and software. Despite testing and quality control, we cannot be certain that defects or errors will not be found in our products. If our products contain undetected defects or errors, or otherwise fail to meet our customers’ expectations, we could face the loss of customers, liability exposure and additional development costs. If defects or errors delay product installation or make it more difficult, we could experience delays in customer acceptance, or if our products require significant amounts of customer support, it could result in incremental costs to us. In addition, our customers who license and deploy our software may do so in both standard and non-standard configurations in different environments with different computer platforms, system management software and equipment and networking configurations, which may increase the likelihood of technical difficulties. Our products may be integrated with other components or software, and, in the event that there are defects or errors, it may be difficult to determine the origin of such defects or errors. Additionally, damage to, or failure or unavailability of, any significant aspect of our cloud hosting facilities could interrupt the availability of our cloud offerings, which could cause disruption for our customers, and, in turn, their customers, and expose us to liability. If any of these risks materialize, they could result in additional costs and expenses, exposure to liability claims, diversion of technical and other resources to engage in remediation efforts, loss of customers or negative publicity, each of which could adversely impact our business operations, cash flows and financial conditions.

If third-party suppliers upon which we rely are not able to fulfill our needs, our ability to timely bring our products to market could be affected.

There are a number of vendors providing the services and producing the parts and components that we utilize in or in connection with our products. However, there are some services and components that are licensed or purchased from single sources due to price, quality, technology, functionality or other reasons. For example, we depend on transaction processing services from Accenture, computer chips and microprocessors from Intel and operating systems from Microsoft. Certain parts and components used in the manufacturing of our ATMs and the manufacturing process of ATMs themselves are supplied by single sources. In addition, there are a number of key suppliers for our businesses that provide us with critical products for our solutions. If we were unable to secure the necessary services or maintain current demand, including contract manufacturing, parts, software, components or products from a particular vendor, and we had to find an alternative supplier, our new and existing product shipments and solution deliveries, or the provision of contracted services, could be delayed, adversely impacting our business and operating results.

We have, from time to time, formed alliances with third parties that have complementary products, software, services and skills. These alliances represent many different types of relationships, such as outsourcing arrangements to manufacture hardware and subcontract agreements with third parties to perform services and provide products and software to our customers in connection with our solutions. For example, we rely on third parties for cash replenishment services for our ATM products. These alliances introduce risks that we cannot control, such as nonperformance by third parties and difficulties with or delays in integrating elements provided by third parties into our solutions. Lack of information technology infrastructure, shortages in business capitalization, and manual processes and data integrity issues, particularly with smaller suppliers can also create product time delays, inventory and invoicing problems, and staging delays, as well as other operating issues. The failure of third parties to provide high-quality products or services that conform to required specifications or contractual arrangements could impair the delivery of our solutions on a timely basis, create exposure for non-compliance with our contractual commitments to our customers and impact our business and operating results. Also, some of these third parties have access to confidential NCR ATMCo and customer data, personal data, and sensitive data, the integrity and security of which are of significant importance to the Company.

 

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A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences.

Our business, financial condition, results of operations, access to capital markets and borrowing costs may be adversely impacted by technical or labor difficulties, labor shortages, transportation-related shortages, supply chain constraints, a major natural disaster or catastrophic event, including civil unrest, geopolitical instability, war, terrorist attack, pandemics or other (actual or threatened) public health emergencies such as the COVID-19 outbreak and the conflict in Ukraine and the related global response, or other events beyond our control, and measures taken in response thereto. Our Company and many of our suppliers have faced challenges with workforce safety and availability, labor and wage inflation, a changing workforce, and component availability and supply cost escalations, including materials, labor and freight.

Although we expect conditions relating to COVID-19 will continue to improve, the COVID-19 pandemic has caused, and if conditions deteriorate again, could create, significant volatility and uncertainty and economic and financial market disruption. If conditions related to the pandemic were to deteriorate (whether due to the emergence of new variants or otherwise), we expect that parts of our business could again suffer negative impacts from the pandemic. For example, local governmental restrictions and public perceptions of the risks associated with the COVID-19 pandemic caused some consumers to avoid or limit gatherings in public places or social interactions, which adversely impacted the businesses of many of our customers due to physical store or restaurant closures, the willingness of our customers to make capital expenditures or pay accounts receivable, the ability of our customers to obtain financing for the purchase of our solutions, or the amount of disposable income available to consumers, and we expect that if such restrictions or public perceptions were to appear again in connection with any worsening of conditions in connection with COVID-19, this may adversely impact the businesses of our customers and our business. During the COVID-19 outbreak our Company and many of our suppliers also faced challenges with workforce safety and availability, labor and wage inflation, a changing workforce, and component availability and supply cost escalations, including materials, labor and freight, and a worsening of COVID-19 conditions could again adversely impact our ability to maintain a safe and cost-effective workforce and supply chain. In addition, our manufacturing and distribution facilities are located in areas that have been affected by the pandemic. An outbreak of COVID-19 at one or more of our facilities, or those of our contractors or suppliers, or in an area in which our facilities or those of our contractors or suppliers are located, could cause shutdowns of facilities and a reduction in our workforce, whether as a result of government mandate or our own actions or the actions of our suppliers to protect the health and safety of personnel, which could dramatically affect our ability to operate our business and our financial results.

Our historical and ongoing manufacturing activities subject us to environmental exposures.

Our facilities and operations are subject to a wide range of environmental protection laws, and we have investigatory and remedial activities underway at a number of facilities that we currently own or operate, or formerly owned or operated, to comply, or to determine compliance, with such laws. In addition, our products are subject to environmental laws in a number of jurisdictions. Given the uncertainties inherent in such activities, there can be no assurances that the costs required to comply with applicable environmental laws will not impact future operating results. NCR has also been identified as a potentially responsible party in connection with certain environmental matters, including the Kalamazoo River matter, as discussed further herein in the section titled “Business – Legal Proceedings”. Pursuant to the separation and distribution agreement (further described in the section of this information statement entitled “Certain Relationships and Related Transactions”), the liabilities for these and other environmental matters will be shared between NCR and NCR ATMCo. A potential increase in the liabilities of NCR with respect to such matters, or any separate finding of liability of NCR ATMCo with respect to environmental protection laws, could adversely impact our cash flows and results of operations, and such impacts may be material.

Climate change could adversely impact our business long-term.

Global climate change may have an increasingly adverse impact on NCR ATMCo’s business continuity and our ability to keep our employees safe and provide for our customers. NCR ATMCo considers potential risks related to weather as part of its operations strategy and has business continuity and disaster recovery plans in place.

 

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However, they may not adequately protect us from serious disasters and adverse impacts. In addition, climate change events could have an impact on critical infrastructure in the United States and internationally, which has the potential to disrupt our business, our third-party suppliers, or the business of our customers and partners. They may also cause us to experience higher losses, attrition and additional costs to maintain or resume operations.

We have operations all over the world and our sites in California, Texas, Florida, and India are particularly vulnerable to climate change effects. The west coast of the United States has recently experienced historic wildfires; a winter storm in Texas led to massive power outages; and multiple hurricanes formed over the gulf coast as well as a typhoon in the Philippines—all of which caused significant destruction to the affected regions. We anticipate that similar weather events will continue to bring significant annual destruction in vulnerable areas. In India, extreme temperatures and increased cyclones’ frequency could interrupt our business continuity arrangements. The long-term effects of climate change could have significant repercussions for the global economy and cause significant financial and physical damages to NCR ATMCo.

Data protection, cybersecurity and data privacy issues could adversely impact our business.

Our products and services, including our cloud and hosted solutions as well as our payments and networking solutions, facilitate financial and other transactions for the customers in the industries we serve. As a result, we collect, use, transmit and store certain of the transaction, Bitcoin, cardholder information, private keys, and personal data of our customers and end-users. We also have access to transaction and personal data of our customers and their customers through or in the course of servicing our products or third-party products. Additionally, we collect, use and store personal data of our employees and the personnel of our business partners, such as resellers, suppliers and contractors, in the ordinary course of business. While we have programs and measures in place designed to protect and safeguard this data, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, the techniques used to obtain unauthorized access to this data are complex and changing, as are the underlying objectives of the attacker, like targeted business disruption, financial impact, intellectual property theft and unauthorized use, political motives, or sophisticated nation-state sponsored and organized cyber-criminal activity, and may be difficult to detect for long periods of time. An attack, disruption, intrusion, denial of service, theft or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, or disclosure of, this data, resulting in claims, costs and reputational harm that could adversely impact our operating results. We may also detect, or may receive notice from third parties (including governmental agencies) regarding potential vulnerabilities in our information technology systems, our products, or third-party products used in conjunction with our products or our business. In the course of our business activities, NCR ATMCo contracts with numerous suppliers, vendors and resellers who may experience a cybersecurity, data protection or privacy issue that could adversely impact our operating results. Even if these potential vulnerabilities do not result in a data breach, their existence can adversely impact marketplace confidence and reputation. To the extent such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are exploited. As the landscape evolves, we may also find it necessary to make significant further investments to protect information and infrastructure.

Like most companies, NCR ATMCo is regularly the subject of attempted cyberattacks, which may involve personal data. Most such attacks are detected and prevented by the Company’s various information technology and data protections, including but not limited to firewalls, intrusion prevention systems, denial of service detection, anomaly based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, multi-factor authentication and encryption. There can be no assurance that our protections will always be successful and any failure could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption of our business, damage to our reputation, legal exposure and financial losses .

The Company has established relationships with cybersecurity firms and internal cybersecurity experts, which it engages in connection with certain suspected incidents. The costs arising from those engagements, which

 

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depending on the incident may include both investigatory and remedial efforts, have not to date been material to the Company. The Company also regularly undergoes evaluation of its protections against incidents, including both self-assessments and expert third-party assessments, and it regularly enhances those protections, both in response to specific threats and as part of the Company’s efforts to stay current with advances in cybersecurity defense. When the Company experiences a confirmed cybersecurity incident it generally performs root cause analyses and in appropriate instances will implement additional controls based on those analyses. There can be no assurance that the Company or its cybersecurity consultants will be able to prevent or remediate all future incidents or that the cost associated with responding to any such incident will not be significant.

The personal information and other data that we process and store also are subject to data security and data privacy obligations and laws of many jurisdictions, which are growing in complexity and sophistication as data becomes more enriched and technology and the global data protection landscape evolves. These laws may provide a private right of action for individuals alleging a breach of privacy rights, including for example the Illinois Biometric Information Privacy Act (“BIPA”). These laws may also conflict with one another, and many of them are subject to frequent modification and differing interpretations. The laws impose a significant compliance burden and include, for example, the European Union’s (“EU”) General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act and the Brazilian General Data Protection Law. Complying with these evolving and varying standards could require significant expense and effort, and could require us to change our business practices or the functionality of our products and services in a manner adverse to our customers and our business. In addition, violations of these laws can result in significant fines, penalties, claims by regulators or other third-party lawsuits alleging significant damages, and damage to our brand and business. The GDPR, for example, includes fines of up to €20 million or up to 4% of the annual global revenues of the infringer for failure to comply, and grants corrective powers to supervisory authorities including the ability to impose a limit on processing of personal data. The laws also cover the transfer of personal, financial and business information, including transfers of employee information between us and our subsidiaries, across international borders. As another example, the Illinois BIPA provides aggrieved plaintiffs the ability to recover $1,000 for each unauthorized scan of biometric data, and $5,000 for each scan found to be in willful disregard of the statute.

FINANCE & ACCOUNTING

We will incur significant indebtedness in connection with the spin-off, and the degree to which we will be leveraged following completion of the distribution may materially and adversely impact our business, financial condition and results of operations.

NCR ATMCo is expected to complete one or more financing transactions on or prior to the completion of the spin-off. As a result of such transactions, NCR ATMCo anticipates having approximately $[●] million of indebtedness outstanding upon completion of the spin-off. NCR ATMCo may also incur additional indebtedness in the future. This significant amount of debt could:

 

   

require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities;

 

   

make it more difficult for us to satisfy our obligations with respect to our outstanding debt, including any obligations to repurchase such debt under any indentures following the occurrence of certain changes in control;

 

   

limit our ability to borrow money or otherwise enter into financing arrangements that would provide us with additional capital if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes, on satisfactory or favorable terms or at all;

 

   

limit our ability to adjust to changing economic, business and competitive conditions;

 

   

place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing or access to financing on preferential terms;

 

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make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in the credit and financial markets, general economic, business and other conditions; and

 

   

make us more susceptible to adverse changes in our credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.

If compliance with our obligations under our debt and other financing agreements materially limits our financial or operating activities, or hinders our ability to adapt to changing industry conditions, we may lose market share, our revenue may decline and our operating results may be adversely impacted.

In addition, the documents governing NCR ATMCo’s indebtedness may include financial or other covenants that could restrict or limit its financial and business operations. Such covenants may restrict or otherwise limit our ability and the ability of our subsidiaries to, among other things:

 

   

incur additional indebtedness;

 

   

create liens on, sell or otherwise dispose of, our assets;

 

   

engage in certain fundamental corporate changes or changes to our business activities;

 

   

make certain investments or material acquisitions;

 

   

engage in sale-leaseback or hedging transactions;

 

   

repurchase our common stock, pay dividends or make similar distributions on our capital stock;

 

   

repay certain indebtedness;

 

   

engage in certain affiliate transactions; and

 

   

enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments.

NCR ATMCo has not yet entered into definitive agreements with respect to the indebtedness it will incur in connection with the spin-off, and, accordingly, the expected terms of such indebtedness described in this information statement are subject to change and such changes may be material. Changes may be made as a result of macroeconomic, industry, market and other conditions. No assurance can be given whether such financing arrangements will occur in the anticipated time frame on favorable terms, or at all.

To the extent that the terms of NCR ATMCo’s expected indebtedness change from those described herein, and NCR ATMCo incurs additional indebtedness or incurs indebtedness on terms less favorable to it than it currently expects, the foregoing risks could increase. In addition, NCR ATMCo’s actual cash requirements in the future may be greater than expected, requiring it to incur additional debt or raise additional funds. However, debt or equity financing may not be available to NCR ATMCo on terms acceptable or favorable to NCR ATMCo, if at all, and will depend on a number of factors, many of which are beyond NCR ATMCo’s control, such as the state of the credit and financial markets and other economic, financial and geopolitical factors.

NCR ATMCo’s ability to make payments on and to refinance any indebtedness, if applicable, will depend on its ability to generate cash in the future from operations, financings or asset sales. NCR ATMCo’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond NCR ATMCo’s control. The capital markets have experienced a period of increased volatility, which could impact any refinancing efforts or the terms thereof. If NCR ATMCo is not able to repay or refinance its debt as it becomes due, NCR ATMCo may be forced to sell assets or take other actions. In addition, NCR ATMCo’s ability to withstand competitive pressures and react to changes in NCR ATMCo’s industry could be impaired by its debt service obligations. Upon the occurrence of certain events of default under any agreements governing NCR ATMCo’s indebtedness, the holders of such debt may, in some cases, elect to accelerate amounts due thereunder, which could potentially trigger a default or acceleration of NCR ATMCo’s other debt.

 

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Despite any indebtedness we incur in connection with the spin-off, we may still incur substantially more debt, including secured debt, and similar liabilities, which would increase the risks described in these risk factors relating to indebtedness.

Although the agreements governing our debt are expected to include restrictions on our ability to incur additional debt, those agreements are not expected to prohibit us from incurring additional debt or pursuing other financing arrangements. As a result, the amount of additional debt and other obligations that we could incur could be substantial. In addition, certain types of liabilities are not expected to be considered “Indebtedness” under agreements governing our debt. Accordingly, to the extent permitted under our agreements governing our debt, we could incur significant additional debt, liabilities or similar obligations in the future, some of which could constitute secured debt (such as additional debt under any credit agreement). In addition, if we form or acquire any subsidiaries in the future, those subsidiaries also could incur debt or similar liabilities. If new debt or similar liabilities are added to our current debt levels, the related risks that we now face could increase.

We may, from time to time, seek to opportunistically refinance, amend, reprice and/or otherwise replace any of our debt, obtain additional debt financing or enter into other financing arrangements, reduce or extend our debt, lower our interest payments or the cost of capital available to us under certain types of financing arrangements, or otherwise seek to improve our financial position or the terms of our debt or other financing agreements. These actions may include open market debt repurchases, negotiated repurchases, or other repayments, redemptions or retirements of our debt or other financing arrangements. The amount of debt that may be borrowed or issued, refinanced, and/or repurchased, repaid, redeemed or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with our debt covenants and other considerations. Any such actions could impact our financial condition or results of operations.

If we are unable to continue to access or renew financing sources and obtain capital, our ability to maintain and grow our business may be adversely impaired.

Upon completion of the spin-off, we will use debt and other sources of financing to maintain and grow our business. There can be no assurance that we will be able to enter into or renew our credit facilities after their maturity dates on acceptable terms, or at all, or that we will be able to obtain additional or replacement financing on acceptable terms or at all. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, our financial position, our results of operations, and the capacity for additional borrowing or other forms of financing under our existing financing arrangements. If our various financing alternatives were to become limited or unavailable, we may be unable to maintain or grow our business and our operations could be materially adversely impacted.

Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may not be successful.

Our ability to make timely payments of principal and interest on our debt obligations depends on our ability to generate positive cash flows from operations, which is subject to general economic conditions, competitive pressures and certain financial, business and other factors, which may include factors beyond our control. If our cash flows and capital resources are insufficient to make these payments, we may be required to seek additional financing sources, reduce or delay capital expenditures, sell assets or operations or refinance our indebtedness. These actions could have an adverse effect on our business, financial condition and results of operations. In addition, we may not be able to take any of these actions, and, even if successful, these actions may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our outstanding indebtedness will depend on, among other things, the condition of the capital markets and our financial condition at such time. There can be no assurance that we will be able to restructure or refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot make scheduled payments on our debt, we will be in default and the outstanding principal and interest on our debt could be declared to be due and payable, in which

 

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case we could be forced into bankruptcy or liquidation or required to substantially restructure or alter our business operations or debt obligations.

The agreements governing certain of our indebtedness are expected to provide that our borrowings will bear interest at a variable rate which would subject us to interest rate risk, which could cause our debt service obligations or other costs of capital to increase significantly.

Our borrowings under certain of the agreements governing our debt are expected to be priced using variable rates of interest and expose us to interest rate risk. Market interest rates have increased over the past several years and may continue to increase as a result of action by the U.S. Federal Reserve and other factors, and as a result, variable-rate debt will create higher debt service requirements, which would adversely affect our cash flow. If interest rates increase, our debt service obligations on this variable rate indebtedness would increase even if the amount borrowed were to remain the same. Although we may enter into interest rate swaps or similar instruments to reduce interest rate volatility in connection with our variable rate financing arrangements, we cannot provide assurances that we will be able to do so or that such swaps or instruments will be effective.

The terms governing our trade receivables facility, including the length of term, financial and other covenants, and obligations to remit collections on the sold receivables could restrict or otherwise limit our financial and business operations.

We expect to be party to a trade receivables facility to allow, among other things, one of our wholly-owned, bankruptcy remote special purposes entities (an “SPE”) to sell to [●] and other participating financial institutions an undivided ownership interest in a portion of the trade receivables owned by such SPE, in an amount not to exceed $[●] million at any point in time. The trade receivables facility is expected to have a term of two years and to contain customary termination events, including termination events that are based on the performance of the pool of receivables, including the pool’s satisfaction of certain financial tests relating to the three-month rolling average ratios of defaults, delinquencies, dilution and days’ sales outstanding. If we enter into and in the future fail to renew our trade receivable facility or if a termination event occurs and we are unable to obtain a waiver or amendment from the applicable purchasers, we would be required to continue remitting collections to the purchasers until the facility was terminated, and we would no longer benefit from the liquidity provided to us by the ability to sell our receivables. Such a result could adversely impact the cash that we have available to use in our financial and business operations. A termination event under the trade receivables facility may also result in an event of default or a termination event under other agreements containing related cross-default provisions.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future capital costs and reduce our access to capital.

Any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing or capital from other financing arrangements.

Our pension liabilities could adversely impact our liquidity and financial condition.

Pursuant to the employee matters agreement, NCR ATMCo will assume sponsorship of the NCR United States (“U.S.”) pension plan and will assume or retain certain other non-U.S. pension plans (which are not fully-funded). In connection with NCR ATMCo’s assumption or retention of the NCR pension plans, as applicable, NCR ATMCo will be responsible for the funding of all benefit obligations under the plans, including the obligation to make any cash contributions required by law. As of December 31, 2022, the funded status of NCR’s U.S. pension plan was an underfunded position of $407 million, and the funded status of the non-U.S. pension plans dedicated to the NCR ATMCo businesses was a funded position of $148 million. Although NCR has taken several actions to improve the funded status of benefit obligations under the pension plans (including rebalancing

 

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the United States and international plan assets in order to reduce volatility, making several discretionary contributions to the pension plans and, from time to time, taking de-risking actions, such as plan settlements), the remaining underfunded pension obligation continues to require ongoing cash contributions, which will be the responsibility of NCR ATMCo going forward. The underfunded pension obligation also may be affected by future asset transfers and settlements relating to the pension plans.

In addition, certain of the pension plan assets remain subject to financial market risk, and our actuarial and other assumptions underlying the expected future benefit payments, long-term expected rate of return and future funding expectations for the pension plans depend on, among other things, interest rate levels and trends and capital market expectations. Further volatility in the performance of financial markets, changes in any of these actuarial assumptions or changes in regulations regarding minimum funding requirements could require material increases to our expected cash contributions to the pension plans in future years.

We may be required to write down the value of certain significant assets, which would adversely impact our operating results.

We have a number of significant assets on our balance sheet as of December 31, 2022 and the value of these assets can be adversely impacted by factors related to our business and operating performance, as well as factors outside of our control. We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. See Note 5 to the Audited Combined Financial Statements set forth herein. Our deferred tax assets, net of valuation allowances, totaled approximately $198 million and $209 million as of December 31, 2022 and 2021, respectively. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. If we are unable to generate sufficient future taxable income, if there is a material change in the actual effective tax rates or if there is a change to the time period within which the underlying temporary differences become taxable or deductible, then we could be required to increase our valuation allowance against our deferred tax assets, which could result in a material increase in our effective tax rate.

NCR ATMCo has previously recorded valuation allowances related to certain deferred tax assets due to the uncertainty of the ultimate realization of the future benefits from those assets. The recorded valuation allowances cover deferred tax assets, primarily tax loss carryforwards and foreign tax credits, in tax jurisdictions where there is uncertainty as to the ultimate realization of those tax losses and credits. If we are unable to generate sufficient future taxable income of the proper source in the time period within which the temporary differences underlying our deferred tax assets become deductible, or before the expiration of our loss and credit carryforwards, additional valuation allowances could be required in the future.

LAW & COMPLIANCE

A failure or inability to protect our intellectual property, and other issues related to our and third party intellectual property, especially third party intellectual property infringement claims, could have a material and adverse effect on our business, results of operations and financial condition.

Our continuing ability to be a leading provider in our industry could be adversely impacted if we do not protect our intellectual property. It is critical to our strategy, and the benefits provided by our innovations and technologies, that we protect and can leverage and rely on our intellectual property, including our intellectual property rights. We protect our intellectual property, including our innovations and technologies, through intellectual property rights, including patents, copyrights, trademarks and trade secret rights. While we have numerous patents which cover various areas, we are not able to patent all of our innovations and technologies. In addition, it can take multiple years to receive a patent. We primarily rely on our copyrights and trade secret rights, provided under the laws of the U.S. and internationally, to protect our innovations and technologies. Despite our efforts to protect our innovations and technologies through intellectual property rights and our

 

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processes and procedures, such laws, processes and procedures may be insufficient, breached or otherwise fail to prevent unauthorized use, infringement, misappropriation or disclosure of our intellectual property, and such laws, processes and procedures may not provide adequate protection or remedies. It is also possible that third parties can independently develop, obtain or use similar innovations and technologies. To the extent we are not successful in protecting our intellectual property or such protection is insufficient, our business could be adversely impacted.

Protecting our intellectual property through patents and other intellectual property rights is expensive and time-consuming, which can impact our ability to obtain such protection by certain of those rights, for example, through patents. As such, we may not be able to obtain protection, including through certain such rights, for some of our intellectual property. Where we are successful, it is expensive to maintain certain intellectual property rights, such as in the case of patents, which may impact our ability to maintain them, and they can be more limited than desired. Current and possible future changes to U.S. or foreign intellectual property laws and regulations, or interpretations of them, may harm our ability to obtain protection of our intellectual property, impact, or jeopardize the enforceability, validity or scope of our intellectual property rights. This along with other legal and business reasons could result in our inability to enforce, or impact the enforcement of, our intellectual property rights (including in view of the patent portfolio of third parties). We may be unable to obtain trademark protection, including trademark registrations, for our products or services and associated brands, and our existing and future trademarks may not provide us with competitive advantages or distinguish our products or services from those of our competitors. In addition, our trademarks, including registrations and applications to register them, may be contested or found to be weak, unenforceable or invalid, and we may not be able to prevent third parties from using, infringing or otherwise violating them.

We will not always be able to ensure we have sufficient protection for, or sufficiently protect, our intellectual property where, for example, where we fail to expect or detect unauthorized use of our intellectual property. Intellectual property protection may not be available in every country in which we do business, and the laws and regulations in countries outside of the U.S. where we do business or may do business in the future may not recognize intellectual property rights or protect them as would be done under the laws and regulations of the U.S.

Various factors outside our control pose a threat to our intellectual property. We may fail to obtain or be able to maintain effective or sufficient intellectual property protection, and some of our intellectual property rights may be challenged, resulting in reduced protection or being declared unenforceable or invalid. The time and cost required to defend our intellectual property rights can be substantial. There can be no assurance our intellectual property rights will be sufficient to prevent third parties from offering competitive products or services or that unauthorized third parties will not attempt to copy them or our intellectual Property, including our innovations or technologies, or use, misappropriate or disclose information that we consider confidential or proprietary. It is possible for third parties, including our competitors, to obtain patents relating to products, services, innovations and technologies that overlap or compete with ours and for such third parties to assert, and third parties have in the past asserted, that our products, services, innovations and technologies infringe their patents. Even though we may hold patents covering our products, services, innovations and technologies, it is possible for such third party patents to effectively block the use of our products, services, innovations and technologies. In such cases, those third parties can seek to charge us a licensing fee or preclude the use of our products or services and file suit against us. Additionally, unauthorized third parties may try to copy or reverse engineer our products, services or intellectual property or otherwise obtain, misappropriate or use our intellectual property and other information that we regard as confidential or proprietary to create products and services that compete with ours.

Failure to obtain or maintain protection of our confidential information (including know-how and trade secrets), for example, through public disclosure (including by third parties), could harm our competitive position and materially and adversely impact our business, results of operations and financial condition. Given the importance and our reliance on our intellectual property and its protection, we also rely in part on non-disclosure or confidentiality agreements with parties who have access to our confidential information, including employees, contractors and other third parties, which place restrictions on the disclosure and use of our intellectual property.

 

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We also enter into intellectual property assignment agreements with our employees, contractors and consultants. We cannot guarantee that we have entered into such agreements with all parties necessary to protect our intellectual property or that they will adhere to our confidentiality agreements. Individuals not subject to intellectual property assignments or other agreements assigning intellectual property to us may make adverse ownership claims to our intellectual property. Additionally, these agreements may be insufficient, limited or, even, declared invalid by certain current or future laws or regulations, or breached, or this intellectual property may be disclosed or become known to third parties, including our competitors, which could cause the loss of this intellectual property. We may not be able to obtain adequate remedies for such disclosure or breaches. The loss of trade secret and other confidential information protection could make it easier for third parties to compete with our products and services by copying our innovations and technologies, including features and functionality. To the extent our employees, contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to our rights in such intellectual property (including our rights to use such intellectual property) or our rights in related or resulting intellectual property, including innovations, technologies and know-how.

To address infringement or misappropriation of our intellectual property, we may need to file lawsuits, which can be expensive, time consuming and distracting to management and the business. Our efforts to enforce our intellectual property rights in this manner may be met with defenses, counterclaims and countersuits attacking the enforceability and validity of our intellectual property rights. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. From time to time, we receive notices and other communications from third parties, including our customers, regarding third-party claims of infringement of patents or other intellectual property rights. In response to those notices, in appropriate situations, we may have to use our patents (or, potentially, other intellectual property rights) in our defense of such claims, subjecting them to the foregoing risks.

A large number of patents and other intellectual property rights exist in our industry. As a result, allegations and disputes related to these rights are asserted by, or arise in conjunction with, both practicing and non-practicing entities (often referred to as “patent trolls”) and other individuals or entities who claim to own intellectual property rights alleged to cover our products or services. As such, such individuals and entities may bring associated intellectual property infringement claims and lawsuits against us. Because we provide specific indemnification to our customers with respect to claims of intellectual property infringement against the products and services we provide to them, we also (i) receive demands by our customers to defend and indemnify them with respect to intellectual property infringement claims and lawsuits brought by a third party involving our products or services, and (ii) defend ourselves in connection with such demands from our customers. The frequency of these claims and lawsuits could increase. While we have a significant patent portfolio that might prove effective in deterring intellectual property infringement claims and lawsuits brought against us by practicing entities, including competitors, that portfolio may provide little deterrence against intellectual property infringement claims and lawsuits brought by non-practicing entities. This risk may be amplified if the frequency of intellectual property infringement claims and lawsuits brought by non-practicing entities increases.

Whether intellectual property infringement claims, including by customers for indemnification, have merit or not, they may require significant resources and expenses to analyze, address and defend, and can be disruptive to our business. We may not prevail in a dispute or litigation related to an intellectual property infringement claim, and damages in a successful intellectual property infringement case (including resulting from an indemnity claim from one of our customers) can be significant and can be trebled if the infringement is found to be willful. In certain circumstances, we could be subject to an injunction that might adversely impact our business. In particular, an injunction could limit our ability to provide one or more of our products and services to the extent we are unable to develop non-infringing alternatives or obtain, if available at all, a license for them. It could lead us to having to enter into a fee bearing, such as a royalty bearing, licensing agreement that we would not normally find reasonable or acceptable; cause a delay to the development of our products or services; require us to stop selling all or a portion of our products and services; require us to redesign at least certain products or

 

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services or components of them using alternative non-infringing technologies, processes or practices, which could require significant effort and expense. Accordingly, an adverse outcome in an intellectual property infringement case (including one resulting from our indemnification of one of our customers) may expose us to a loss of our competitive position or expose us to significant liabilities (including costs and damages). Any of the foregoing could materially and adversely impact our business, results of operations and financial condition.

Many of our offerings rely on innovations and technologies developed by third parties. If we are unable to continue to obtain licenses and rights for such innovations and technologies or substitutes for them, our business could be adversely impacted.

Changes to our tax rates and additional income tax liabilities could impact profitability.

We are a United States based multinational company subject to income taxes in the United States and a significant number of foreign jurisdictions. Our domestic and international tax liabilities are dependent on the distribution of our earnings across different jurisdictions, and our provision for income taxes and cash tax liability could be adversely impacted if the distribution of earnings is higher than expected in jurisdictions with higher statutory tax rates.

In addition, changes in United States or foreign tax laws and regulations, which have become more frequent in recent years, or tax rulings could affect our financial position and results of operations. For example, in light of continuing global fiscal challenges, various levels of government and international organizations such as the Organization for Economic Co-operation and Development (“OECD”) and EU are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue and establish minimum levels of corporate income tax. These tax reform efforts, such as the OECD-led Base Erosion and Profit Shifting project (“BEPS”), are designed to ensure that corporate entities are taxed on a larger percentage of their earnings. Although some countries have passed tax laws based on findings from the BEPS project, the final nature, timing and extent of any such tax reforms or other legislative or regulatory actions is unpredictable, and it is difficult to assess their overall effect. Additionally, tax law changes that could significantly reduce or limit our ability to utilize our deferred tax assets could have a material impact on our tax rate and cash tax payments. Any of these potential changes could increase our effective tax rate, increase cash tax payments and adversely impact our financial results.

We are also subject to ongoing audits of our income tax returns in various jurisdictions both in the United States and internationally and could be subject to additional audits focusing on transfer pricing. While we believe that our tax positions will be sustained, the outcomes of such audits could result in the assessment of additional taxes, which could adversely impact our cash flows and financial results.

In the normal course of business, we are subject to proceedings, lawsuits, claims and other matters, the outcomes of which are not predictable and could result in material and adverse impacts on our operating results and financial position; we are also subject to diverse and complex laws and regulations which are rapidly changing and subject to many possible changes in the future and may create a substantial burden on us, and substantially increase costs to our organization or could have an impact on our future operating results.

In the normal course of business, we are subject to proceedings, lawsuits, claims and other matters, including, for example, those that relate to the environment, health and safety, labor and employment, employee benefits, import/export compliance, intellectual property, data privacy and security, payments services (including payment processing and settlement services), cryptocurrency, product liability, commercial disputes and regulatory compliance, among others. Because such matters are subject to many uncertainties, their outcomes are not predictable and we must make certain estimates and assumptions in our financial statements. Additionally, we are subject to diverse and complex laws and regulations, including those relating to corporate governance, public disclosure and reporting, environmental safety and the discharge of materials into the environment, product

 

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safety, import and export compliance, data privacy and security, antitrust and competition, government contracting, anti-corruption, and labor and human resources, which are rapidly changing and subject to many possible changes in the future. Compliance with these laws and regulations, including changes in accounting standards, taxation requirements, and federal securities laws among others, may create a substantial burden on us, and substantially increase costs to our organization or could have an impact on our future operating results.

NCR ATMCo businesses that are customer-facing also expose the Company to additional compliance risks because we may be subject to certain consumer protection requirements such as oversight by the Consumer Financial Protection Bureau (“CFPB”) and Federal Trade Commission (“FTC”) and similar state or foreign agencies in the jurisdictions where they operate. The Company will also be exposed to additional compliance risks in scope and geography as our payments-related offers expand into new markets, each with their own consumer protection requirements. In addition, the customer-facing nature of our payments-related business subjects the Company to increased risks of disputes with consumers, including litigation and class action litigation, and significant costs to address such matters. The volatility of cryptocurrency markets and the level of consumer understanding of cryptocurrencies may cause this risk to be greater than in more traditional customer-facing businesses. The Company also faces additional risks related to uncertainty in potential future regulation and legal oversight of markets and businesses engaged in products and services relating to blockchain technology, virtual currencies or cryptocurrencies.

We expect new environmental, health, and safety laws and regulations that may affect us, our suppliers, and our customers. Climate change regulation in particular has been the subject of federal regulation in the United States as well as in other jurisdictions around the world. With the change of Presidential administration and President Biden’s goals of “80 percent clean electricity and 50 percent economy-wide carbon emissions reductions by 2030”, a number of proposals related to climate change have been introduced by U.S. Congress members. These proposals all seek to address climate change and a range of topics, including proposed legislation on land-use, energy, transportation, adaptation and finance. Such laws or regulations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are passed on to us. In addition, the SEC is expected to mandate climate-related risk disclosure in the near future, which may impact or prompt us to accelerate our climate change mitigating efforts already underway and may impose additional compliance and disclosure costs.

Additionally, doing business on a worldwide basis requires us and our subsidiaries to comply with the laws and regulations of the U.S. government and various international jurisdictions. For example, our international operations are subject to United States and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act, which generally prohibits U.S. companies or agents acting on behalf of such companies from making improper payments to foreign officials for the purpose of obtaining or keeping business. Our international operations are also subject to economic sanction programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control. If we are not in compliance with such laws and regulations, we may be subject to criminal and civil penalties, which may cause harm to our reputation and to our brand and could have an adverse effect on our business, financial condition and results of operations.

Changes to cryptocurrency regulations could impact profitability.

The regulation of cryptocurrency is still an evolving area both domestically and internationally, and we expect that we could become subject to additional regulations and licensing requirements, including as a result of the expansion of our Bitcoin offerings and the increasing number of jurisdictions in which we provide these offerings. The evolving regulatory landscape may require us to make product changes, restrict product offerings in certain jurisdictions, or implement additional and potentially costly controls. If we fail to comply with regulations, requirements, or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences.

 

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Risks Related to the Spin-Off

NCR ATMCo may not achieve some or all of the expected benefits of the spin-off, and the spin-off may adversely impact NCR ATMCo’s business.

NCR ATMCo may not be able to achieve the full strategic and financial benefits expected to result from the spin-off, or such benefits may be delayed or not occur at all. The spin-off is expected to provide the following benefits, among others:

 

   

Increased management focus on core business and distinct opportunities;

 

   

Improved operational and strategic flexibility;

 

   

Simplified investment profile and potential ability to enhance marketability;

 

   

Tailored capital allocation strategies aligning with distinct business strategies and industry specific dynamics;

 

   

Improved alignment of equity incentives; and

 

   

The ability for each company to use distinct equity currency that relates solely to its business for pursuing strategic opportunities.

NCR ATMCo may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (a) the spin-off will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing NCR ATMCo’s business; (b) following the spin-off, NCR ATMCo’s stock price may be more susceptible to market fluctuations and other events particular to one or more of NCR ATMCo’s products than if it were still a part of NCR; and (c) following the spin-off, NCR ATMCo’s operational and financial profile will change such that NCR ATMCo’s diversification of revenue sources will diminish, and NCR ATMCo’s results of operations, cash flows, working capital, and financing requirements may be subject to increased volatility than they were prior to the spin-off. Additionally, NCR ATMCo may experience unanticipated competitive developments, including changes in the conditions of the markets of NCR ATMCo’s segments, and the other businesses it will hold at the time of the spin-off, that could negate the expected benefits from the spin-off. If NCR ATMCo does not realize some or all of the benefits expected to result from the spin-off, or if such benefits are delayed, the business, financial condition, results of operations and cash flows of NCR ATMCo could be adversely impacted.

NCR ATMCo may incur material costs and expenses as a result of the spin-off.

NCR ATMCo may incur costs and expenses greater than those NCR ATMCo currently expects to incur as a result of the spin-off. These increased costs and expenses may arise from various factors, including financial reporting and costs associated with complying with federal securities laws (including compliance with the Sarbanes-Oxley Act). In addition, NCR ATMCo expects to either maintain similar or have increased corporate and administrative costs and expenses compared to those NCR ATMCo incurred while part of NCR, even though, following the spin-off, NCR ATMCo will be a smaller, standalone company. We cannot assure you that these costs will not be material to our business.

If, following the spin-off, NCR ATMCo is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or its internal control over financial reporting is not effective, the reliability of NCR ATMCo’s financial statements may be questioned and NCR ATMCo’s stock price may suffer.

Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, NCR ATMCo will be required to document and test its internal control procedures, its management will be required to assess and issue a report concerning its internal control

 

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over financial reporting and its independent auditors will be required to issue an opinion on NCR ATMCo’s internal control over financial reporting. The rules governing the standards that must be met for management to assess NCR ATMCo’s internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, NCR ATMCo’s management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act. If NCR ATMCo’s management concludes that NCR ATMCo’s internal control over financial reporting is not effective, or its auditors identify material weaknesses in NCR ATMCo’s internal controls, investor confidence in NCR ATMCo’s financial results may weaken, and NCR ATMCo’s stock price may suffer.

NCR ATMCo has no history operating as an independent, publicly traded company, and NCR ATMCo’s historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results.

NCR ATMCo is being spun-off from NCR, its parent company, and has no operating history as an independent, publicly traded company. The historical information about NCR ATMCo in this information statement refers to NCR ATMCo’s business as part of NCR. NCR ATMCo’s historical and pro forma financial information included in this information statement is derived from the combined financial statements and accounting records of NCR. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that NCR ATMCo would have achieved as a separate, publicly traded company during the periods presented or those that NCR ATMCo will achieve in the future primarily as a result of the factors described below:

 

   

NCR ATMCo may need to make significant investments to replicate or outsource certain systems, infrastructure and functional expertise after its spin-off from NCR. These initiatives to develop NCR ATMCo’s independent ability to operate without access to NCR’s existing operational and administrative infrastructure will be costly to implement. NCR ATMCo may not be able to operate its business efficiently or at comparable costs, and its profitability may decline; and

 

   

NCR ATMCo has relied upon NCR for working capital requirements and other cash requirements, including in connection with NCR ATMCo’s previous acquisitions. Subsequent to the spin-off, NCR will not be providing NCR ATMCo with funds to finance NCR ATMCo’s working capital or other cash requirements. After the spin-off, NCR ATMCo’s access to and cost of debt financing may be different from the historical access to and cost of debt financing under NCR. Differences in access to and cost of debt financing may result in differences in the interest rate charged to NCR ATMCo on financings, as well as the amounts of indebtedness, types of financing structures, and debt markets that may be available to NCR ATMCo, which could have an adverse effect on NCR ATMCo’s business, financial condition, results of operations, and cash flows.

For additional information about the past financial performance of NCR ATMCo’s business and the basis of presentation of the historical combined financial statements and the unaudited pro forma combined financial statements of NCR ATMCo’s business, see the sections of this information statement entitled “Unaudited Pro Forma Combined Financial Statements,” “Notes to Unaudited Pro Forma Combined Financial Statements,” “Summary of Historical and Unaudited Pro Forma Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the combined financial statements and accompanying notes, included elsewhere in this information statement.

NCR may fail to perform under various transaction agreements that will be executed as part of the spin-off or NCR ATMCo may fail to have necessary systems and services in place when NCR is no longer obligated to provide services under the various agreements.

NCR ATMCo and NCR will enter into certain agreements, such as the separation and distribution agreement, a transition services agreement, a tax matters agreement, certain intellectual property agreements and an employee

 

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matters agreement, the commercial agreements and those other agreements discussed in greater detail in the section of this information statement entitled “Certain Relationships and Related Transactions—Agreements with NCR,” which may provide for the performance by each company for the benefit of the other for a period of time after the spin-off. If NCR is unable to satisfy its obligations under these agreements, including its indemnification obligations in favor of NCR ATMCo, we could incur operational difficulties or losses.

If NCR ATMCo does not have in place its own systems and services, and does not have agreements with other providers of these services when the transitional or other agreements terminate, or if NCR ATMCo does not implement the new systems or replace NCR’s services successfully, NCR ATMCo may not be able to operate its business effectively, which could disrupt its business and have a material adverse effect on its business, financial condition and results of operations. These systems and services may also be more expensive to install, implement and operate, or less efficient than the systems and services NCR is expected to provide during the transition period.

Under applicable tax law, NCR ATMCo may be liable for certain tax liabilities of NCR following the spin-off if NCR were to fail to pay such taxes.

After the spin-off, there is the possibility that certain liabilities of NCR could become NCR ATMCo’s obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of the NCR United States consolidated group during a taxable period or portion of a taxable period ending on or before the effective time of the distribution is jointly and severally liable for the United States federal income tax liability of the entire NCR United States consolidated group for that taxable period. Consequently, if NCR is unable to pay the consolidated United States federal income tax liability for a prior period, NCR ATMCo could be required to pay the entire amount of such tax which could be substantial and in excess of the amount which may be allocated to it under the tax matters agreement that we intend to enter into with NCR. For a discussion of the tax matters agreement, see the section of this information statement entitled “Certain Relationships and Related Transactions—Agreements with NCR—Tax Matters Agreement”; other provisions of federal law establish similar liability for other matters.

In connection with NCR ATMCo’s spin-off from NCR, NCR will indemnify NCR ATMCo for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure NCR ATMCo against the full amount of such liabilities, or that NCR’s ability to satisfy its indemnification obligation will not be impaired in the future.

NCR will agree to indemnify NCR ATMCo for certain liabilities as discussed further in the section of this information statement entitled “Certain Relationships and Related Transactions—Agreements with NCR.” However, third parties could also seek to hold NCR ATMCo responsible for liabilities that NCR has agreed to retain, and there can be no assurance that the indemnity from NCR will be sufficient to protect NCR ATMCo against the full amount of such liabilities, or that NCR will be able to fully satisfy its indemnification obligations. In addition, NCR’s insurers may attempt to deny coverage to NCR ATMCo for liabilities associated with certain occurrences of indemnified liabilities prior to the spin-off.

In connection with our separation NCR ATMCo will assume, and indemnify NCR for, certain liabilities. If we are required to make payments pursuant to these indemnities to NCR, we would need to meet those obligations and our financial results could be adversely impacted.

NCR ATMCo will agree to assume, and indemnify NCR for certain liabilities as discussed further in the section of this information statement entitled “Certain Relationships and Related Transactions—Agreements with NCR.” Payments pursuant to these indemnities may be significant and could adversely impact our business, financial condition, results of operations and cash flows, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution or relating to environmental matters.

 

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If the distribution of shares of NCR ATMCo, together with certain related transactions, does not qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code that is generally tax-free for U.S. federal income tax purposes, you and NCR could be subject to significant U.S. federal income tax liability and, in certain circumstances, NCR ATMCo could be required to indemnify NCR for material taxes pursuant to indemnification obligations under the anticipated tax matters agreement.

It is a condition to the distribution of shares of NCR ATMCo that NCR receives an opinion of each of Skadden, tax counsel to NCR, and EY, tax advisor to NCR, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code. The Tax Opinions will rely on certain facts, assumptions, representations and undertakings from NCR and NCR ATMCo, including those regarding the past and future conduct of the companies’ respective businesses and other matters. Notwithstanding the Tax Opinions, the IRS could determine that the distribution or any such related transaction is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the Tax Opinions. For more information regarding the Tax Opinions, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

If the distribution or any of the above referenced related transactions is determined to be taxable for U.S. federal income tax purposes, a stockholder of NCR that has received shares of NCR ATMCo common stock in the distribution and NCR could each incur significant U.S. federal income tax liabilities. In addition, NCR and we could incur significant U.S. federal income tax obligations, whether under applicable law or under the tax matters agreement that we intend to enter into with NCR. For a discussion of the tax consequences of the distribution, together with certain related transactions, please refer to the section entitled “United States Federal Income Tax Consequences of the Distribution.”

To preserve the tax-free treatment to NCR and its stockholders of the distribution and certain related transactions, under the tax matters agreement that NCR ATMCo is anticipated to enter into with NCR, NCR ATMCo will be restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and such related transactions.

To preserve the tax-free treatment to NCR and its stockholders of the distribution and certain related transactions, under the tax matters agreement that NCR ATMCo is anticipated to enter into with NCR, NCR ATMCo may be restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution, together with certain related transactions. Failure to adhere to any such restrictions, including in certain circumstances that may be outside of our control, could result in tax being imposed on NCR for which we could bear responsibility and for which we could be obligated to indemnify NCR. In addition, even if we are not responsible for tax liabilities of NCR under the anticipated tax matters agreement, we nonetheless could potentially be liable under applicable tax law for such liabilities if NCR were to fail to pay such taxes.

The terms of the anticipated tax matters agreement may, furthermore, restrict us from taking certain actions, particularly for the two years following the spin-off, including (among other things) the ability to freely issue stock, to make acquisitions and to raise additional equity capital. Any such restrictions could impair our ability to implement strategic initiatives. Also, any indemnity obligation to NCR might discourage, delay or prevent a change of control that we or our stockholders may consider favorable. These restrictions may limit NCR ATMCo’s ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business. In addition, under the anticipated tax matters agreement, NCR ATMCo may be required to indemnify NCR against certain tax liabilities as a result of the acquisition of NCR ATMCo’s stock or assets, even if NCR ATMCo did not participate in or otherwise facilitate the acquisition. For a discussion of the tax matters agreement, see the section of this information statement entitled “Certain Relationships and Related Transactions—Agreements with NCR—Tax Matters Agreement.”

 

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The spin-off and related internal restructuring transactions may expose NCR ATMCo to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

The spin-off could be challenged under various state and federal fraudulent conveyance laws. Fraudulent conveyances or transfers are generally defined to include (a) transfers made or obligations incurred with the actual intent to hinder, delay, or defraud current or future creditors or (b) transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. A creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by NCR or NCR ATMCo or any of their respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the distribution and returning NCR ATMCo’s assets or NCR ATMCo’s shares and subjecting NCR and/or NCR ATMCo to liability.

The distribution of NCR ATMCo common stock is also subject to state corporate distribution statutes. Under the Maryland General Corporation Law (“MGCL”), a Maryland corporation, including NCR, generally may not pay a dividend if, after giving effect to the dividend, the corporation would not be able to pay its debts as such debts become due in the ordinary course of business or, except as provided in the next sentence, the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter permits otherwise, the amount that would be needed, if the corporation were dissolved at the time of the dividend, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the dividend which, in NCR’s case, includes the Series A Convertible Preferred Stock. Even if a Maryland corporation does not satisfy the second prong of the distribution test, a Maryland corporation may pay dividends to its stockholders from: (i) the net earnings of the corporation for the fiscal year, or preceding fiscal year, in which the distribution is made or (ii) the sum of the net earnings of the corporation for the preceding eight fiscal quarters. Although NCR intends to make the distribution of NCR ATMCo common stock entirely out of net earnings attributable to the required time periods under the MGCL, neither NCR ATMCo nor NCR can ensure that a court would reach the same conclusion in determining the availability of net earnings for the separation and the distribution to NCR’s stockholders.

After the spin-off, certain of NCR ATMCo’s executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR.

Because of their current or former positions with NCR, certain of NCR ATMCo’s expected executive officers and directors own equity interests in NCR. Following the spin-off, even though the NCR ATMCo Board of Directors will consist of a majority of directors who are independent, and any of NCR ATMCo’s expected executive officers who are currently employees of NCR will cease to be employees of NCR upon the spin-off, some of NCR ATMCo’s executive officers and directors will continue to have a financial interest in shares of NCR common stock and equity awards. Continuing ownership of shares of NCR common stock and equity awards could create, or appear to create, potential conflicts of interest if NCR ATMCo and NCR pursue the same corporate opportunities or face decisions that could have different implications for NCR ATMCo and NCR.

NCR ATMCo may have received better terms from unaffiliated third parties than the terms it will receive in its agreements with NCR.

The agreements NCR ATMCo will enter into with NCR in connection with the spin-off, including the separation and distribution agreement, transition services agreement, tax matters agreement, certain intellectual property agreements employee matters agreement and commercial agreements, were prepared in the context of NCR ATMCo’s spin-off from NCR while NCR ATMCo was still a wholly owned subsidiary of NCR. Accordingly, during the period in which the terms of those agreements were prepared, NCR ATMCo did not have a board of directors or management team that was independent of NCR. While the parties believe the terms reflect arm’s-length terms, there can be no assurance that NCR ATMCo would not have received better terms from

 

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unaffiliated third parties than the terms it will receive in its agreements with NCR. For more information, see the section of this information statement entitled “Certain Relationships and Related Transactions—Agreements with NCR.”

Some contracts and other assets which will need to be transferred or assigned from NCR or its affiliates to NCR ATMCo in connection with NCR ATMCo’s spin-off from NCR may require the consent of a third party. If such consent is not given, NCR ATMCo may not be entitled to the benefit of such contracts and other assets in the future, which could adversely impact NCR ATMCo’s financial condition and future results of operations.

The separation and distribution agreement and various local transfer agreements will provide that in connection with NCR ATMCo’s spin-off from NCR, a number of contracts with third-parties and other assets are to be transferred or assigned from NCR or its affiliates to NCR ATMCo or its anticipated subsidiaries. However, the transfer or assignment of certain of these contracts or assets may require the consent of a third party to such a transfer or assignment. Similarly, in some circumstances, NCR ATMCo and another business unit of NCR are joint beneficiaries of contracts, and NCR ATMCo will need to enter into a new agreement with the third-party to replicate the existing contract or be assigned the portion of the existing contract related to the NCR ATMCo’s business. It is possible that some parties may use the requirement of a consent or the fact that the spin-off is occurring to seek more favorable contractual terms from NCR ATMCo, to terminate the contract or, to otherwise request additional accommodations, commitments or other agreements from NCR ATMCo. If NCR ATMCo is unable to obtain such consents on commercially reasonable and satisfactory terms or if the contracts are terminated, NCR ATMCo may be unable to obtain the benefits, assets and contractual commitments which are intended to be allocated to NCR ATMCo as part of NCR ATMCo’s spin-off from NCR. The failure to timely complete the assignment of existing contracts or assets, or the negotiation of new arrangements, or a termination of any of those arrangements, could have a material adverse impact on NCR ATMCo’s financial condition and future results of operations. To the extent NCR ATMCo requires a specific arrangement and agrees to less favorable terms in connection with obtaining any consent to retain that arrangement, the basis for that arrangement may be less favorable than currently held by NCR and could adversely impact NCR ATMCo’s financial conditions and future results of operations. In addition, where NCR ATMCo does not intend to obtain consent from third-party counterparties based on NCR ATMCo’s belief that no consent is required, the third-party counterparties may challenge a transfer of assets on the basis that the terms of the applicable commercial arrangements require the third-party counterparties’ consent. NCR ATMCo may incur substantial litigation and other costs in connection with any such claims and, if NCR ATMCo does not prevail, NCR ATMCo’s ability to use these assets could be materially and adversely impacted.

After the distribution, NCR ATMCo will not be able to rely on the earnings, assets or cash flow of NCR and NCR will not provide funds to finance NCR ATMCo’s working capital or other cash requirements, which may impact the margins charged to NCR ATMCo on debt financings, the amounts of indebtedness, types of financing structures and debt markets that may be available to NCR ATMCo, and NCR ATMCo’s ability to make payments on and to refinance any indebtedness.

NCR ATMCo has historically relied upon NCR to finance its working capital requirements and other cash requirements. After the distribution, NCR ATMCo will not be able to rely on the earnings, assets or cash flow of NCR and NCR will not provide funds to finance NCR ATMCo’s working capital or other cash requirements. As a result, after the distribution, NCR ATMCo will be responsible for obtaining and maintaining sufficient working capital and other funds to satisfy its cash requirements and for servicing its own debt. After the spin-off, NCR ATMCo’s access to and cost of debt financing may be different from the historical access to and cost of debt financing available to NCR. Differences in access to and cost of debt financing may result in differences in the margins charged to NCR ATMCo on debt financings, as well as the amounts of indebtedness, types of financing structures and debt markets that may be available to NCR ATMCo.

In addition, if NCR ATMCo’s cash flow from operations is less than it anticipates, or if NCR ATMCo’s cash requirements are more than it expects, NCR ATMCo may require more additional access to capital and may need

 

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to incur additional debt or raise additional funds. However, debt or equity financing may not be available to NCR ATMCo on terms acceptable or favorable to NCR ATMCo, if at all, and will depend on a number of factors, many of which are beyond NCR ATMCo’s control, such as the state of the credit and financial markets and other economic, financial and geopolitical factors. If NCR ATMCo incurs additional debt or raises equity through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders thereof rights, preferences and privileges senior to those of holders of NCR ATMCo’s common stock, particularly in the event of liquidation. The terms of such debt may also impose additional and more stringent restrictions on NCR ATMCo’s operations than it is currently subject to. If NCR ATMCo raises funds through the issuance of additional equity, your percentage ownership in NCR ATMCo would be diluted. If NCR ATMCo is unable to raise additional capital when needed, it could affect NCR ATMCo’s financial condition, which could adversely impact your investment in NCR ATMCo.

Following the spin-off, the value of your common stock in (a) NCR and (b) NCR ATMCo may collectively trade at an aggregate price less than what NCR’s common stock might trade at had the spin-off not occurred.

The common stock of (a) NCR and (b) NCR ATMCo that you may hold following the spin-off may collectively trade at a value less than the price at which NCR’s common stock might have traded had the spin-off not occurred. Reasons for this potential difference include the future performance of either NCR or NCR ATMCo as separate, independent companies, and the future stockholder base and market for NCR’s common stock and those of NCR ATMCo and the prices at which these shares individually trade.

Until the distribution occurs, NCR has the sole discretion to change the terms of the spin-off in ways which may be unfavorable to NCR ATMCo.

Completion of the distribution will be contingent upon customary closing conditions, including, among other things, the effectiveness of appropriate filings with the SEC. See “The Separation and Distribution—General—Conditions to the Distribution.” Until the distribution occurs, NCR will have the sole and absolute discretion to determine and change the terms of the spin-off, including the allocation of assets and liabilities, the establishment of the record date and distribution date, the conditions to the distribution and all other terms. These changes could be unfavorable to NCR ATMCo. In addition, NCR may decide at any time not to proceed with the spin-off.

Certain non-U.S. entities or assets that are part of our separation from NCR may not be transferred to us prior to the distribution or at all.

Certain non-U.S. entities and assets that are part of our separation from NCR may not be transferred prior to the distribution because the entities or assets, as applicable, are subject to foreign government or third-party approvals that we may not receive prior to the distribution. Such approvals may include, but are not limited to, approvals to merge or demerge, to form new legal entities (including obtaining required registrations and/or licenses or permits) and to transfer assets and/or liabilities. It is currently anticipated that all material transfers will occur without delays beyond the distribution, but we cannot offer any assurance that such transfers will ultimately occur or not be delayed for an extended period of time. To the extent such transfers do not occur prior to the distribution, under the separation and distribution agreement, the economic benefits and burdens of owning such assets and/or entities will, to the extent reasonably possible and permitted by applicable law, be provided to NCR ATMCo.

In the event such transfers do not occur or are significantly delayed because we do not receive the required approvals, we may not realize all of the anticipated benefits of our separation from NCR and we may be dependent on NCR for transition services for a longer period of time than would otherwise be the case.

 

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Risks Related to NCR ATMCo Common Stock

NCR ATMCo cannot be certain that an active trading market for its common stock will develop or be sustained after the spin-off and, following the spin-off, NCR ATMCo’s stock price may fluctuate significantly.

A public market for NCR ATMCo common stock does not currently exist. NCR ATMCo expects that on or about the record date, trading of shares of its common stock will begin on a “when-issued” basis on [●], or a comparable public market, and will continue through the distribution date. However, NCR ATMCo cannot guarantee that an active trading market will develop or be sustained for its common stock after the spin-off. Nor can NCR ATMCo predict the prices at which shares of its common stock may trade after the spin-off.

Similarly, NCR ATMCo cannot predict the effect of the spin-off on the trading prices of its common stock. Subject to the completion of the spin-off, NCR ATMCo expects the NCR ATMCo common stock to be listed and traded on [●] under the symbol “[●].” The combined trading prices of NCR common stock and NCR ATMCo common stock after the separation, as adjusted for any changes in the combined capitalization of these companies, may not be equal to or greater than the trading price of NCR common stock prior to the spin-off. Until the market has fully evaluated the business of NCR without the NCR ATMCo businesses, or fully evaluated NCR ATMCo, the price at which NCR or NCR ATMCo common stock trades may fluctuate significantly.

The market price of NCR ATMCo common stock may fluctuate significantly due to a number of factors, some of which may be beyond NCR ATMCo’s control, including:

 

   

NCR ATMCo’s business profile, market capitalization or capital allocation policies may not fit the investment objectives of NCR’s current stockholders, causing a shift in NCR ATMCo’s investor base and NCR ATMCo common stock may not be included in some indices in which NCR common stock is included, causing certain holders to sell their shares;

 

   

NCR ATMCo’s quarterly or annual earnings, or those of other companies in its industry;

 

   

the failure of securities analysts to cover NCR ATMCo common stock after the spin-off;

 

   

actual or anticipated fluctuations in NCR ATMCo’s operating results;

 

   

changes in earnings estimates by securities analysts or NCR ATMCo’s ability to meet those estimates;

 

   

NCR ATMCo’s ability to meet its forward looking guidance;

 

   

the operating and stock price performance of other comparable companies;

 

   

overall market fluctuations and domestic and worldwide economic conditions; and

 

   

other factors described in these “Risk Factors” and elsewhere in this information statement.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. Broad market and industry factors may materially harm the market price of NCR ATMCo’s common stock, regardless of NCR ATMCo’s operating performance. In the past, following periods of volatility in the market price of a company’s securities, shareholder derivative lawsuits and/or securities class action litigation has often been instituted against such company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

In addition, investors may have difficulty accurately valuing NCR ATMCo common stock. Investors often value companies based on the stock prices and results of operations of other comparable companies. Investors may find it difficult to find comparable companies and to accurately value NCR ATMCo common stock, which may cause the trading price of NCR ATMCo common stock to fluctuate.

 

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Any sales of substantial amounts of shares of NCR ATMCo common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of NCR ATMCo common stock to decline.

Upon completion of the distribution, NCR ATMCo expects that it will have an aggregate of approximately [●] shares of its common stock issued and outstanding based upon approximately [●] shares of NCR common stock outstanding as of [●]. These shares will be freely tradeable without restriction or further registration under the United States Securities Act of 1933, as amended (the “Securities Act”), unless the shares are owned by one of NCR ATMCo’s “affiliates,” as that term is defined in Rule 405 under the Securities Act.

NCR ATMCo is unable to predict whether large amounts of its common stock will be sold in the open market following the spin-off. NCR ATMCo is also unable to predict whether a sufficient number of buyers would be in the market at that time. In this regard, a portion of NCR common stock is held by index funds tied to stock indices. If NCR ATMCo is not included in these indices at the time of distribution, these index funds may be required to sell NCR ATMCo common stock. Whether related to the foregoing or otherwise, sales of substantial amounts of shares of NCR ATMCo common stock in the public market following the spin-off, or the perception that such sales might occur, may cause the market price of NCR ATMCo common stock to decline.

NCR ATMCo cannot guarantee the timing, amount or payment of dividends on its common stock.

The timing, declaration, amount and payment of future dividends to NCR ATMCo’s stockholders will fall within the discretion of the NCR ATMCo Board of Directors. The NCR ATMCo Board of Directors’ decisions regarding the authorization of dividends will depend on many factors, such as NCR ATMCo’s financial condition, earnings, capital requirements, debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that the NCR ATMCo Board of Directors deems relevant. For more information, see the section of this information statement entitled “Dividend Policy.” NCR ATMCo’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and access to the capital markets. NCR ATMCo cannot guarantee that it will pay a dividend in the future or continue to pay any dividend if NCR ATMCo commences paying dividends.

Your percentage of ownership in NCR ATMCo may be diluted in the future.

Your percentage ownership in NCR ATMCo may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that NCR ATMCo may grant to its directors, officers and employees.

In addition, NCR ATMCo’s charter will authorize NCR ATMCo to issue, without the approval of NCR ATMCo’s stockholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative, participating, optional and other special rights, including preferences over NCR ATMCo common stock respecting dividends and distributions, as the NCR ATMCo Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of NCR ATMCo common stock. For example, NCR ATMCo could grant the holders of preferred stock the right to elect some number of NCR ATMCo’s directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences NCR ATMCo could assign to holders of preferred stock could affect the residual value of NCR ATMCo common stock. See the section entitled “Description of Capital Stock.”

Certain provisions in NCR ATMCo’s charter and bylaws, and of Maryland law, may prevent or delay an acquisition of NCR ATMCo, which could decrease the trading price of the common stock.

NCR ATMCo’s charter and bylaws will contain, and Maryland law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably

 

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expensive to the bidder and to encourage prospective acquirers to negotiate with the NCR ATMCo Board of Directors rather than to attempt a hostile takeover. With respect to the charter and bylaws, these provisions will include, among others:

 

   

Authority of the NCR ATMCo Board of Directors to issue capital stock, including to issue a class or series of preferred stock with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of such class or series as the NCR ATMCo Board of Directors so determines;

 

   

Members of the NCR ATMCo Board of Directors may be removed at any time, but only for cause, and then only by the affirmative vote of the holders of a majority of the voting power of all outstanding shares then entitled to vote at an election of directors, voting together as a single class; and

 

   

Advance notice required for stockholder nominations of individuals for election to the NCR ATMCo Board of Directors and stockholder proposals of other business to be considered by the stockholders at an annual meeting of stockholders of not earlier than the 150th day, and not later than 5:00 p.m., eastern time, on the 120th day prior to the first anniversary of the proxy statement for the preceding year’s annual meeting, which shall set forth the information required by the bylaws.

In addition, following the spin-off, NCR ATMCo, as a Maryland corporation will be subject to various Maryland laws that may have the effect of discouraging offers to acquire NCR ATMCo and increasing the difficulty of consummating any such offers. These include:

 

   

Maryland Business Combination Act. The Maryland Business Combination Act provides that, subject to certain exceptions and limitations, certain business combinations between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding shares of stock) or an affiliate of any interested stockholder are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations, unless, among other conditions, our common stockholders receive a minimum price, as defined in the MGCL, for their shares of stock and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of stock.

 

   

Maryland Control Share Acquisition Act. The Maryland Control Share Acquisition Act provides that, subject to certain exceptions, holders of “control shares” (defined as voting shares that, when aggregated with all other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by our officers, or by our employees who are also directors of NCR ATMCo. NCR ATMCo’s bylaws will contain a provision exempting acquisitions of shares of NCR ATMCo’s stock from the Maryland Control Share Acquisition Act. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

 

   

Title 3, Subtitle 8 of the MGCL. These provisions of the MGCL will permit the NCR ATMCo Board of Directors, without stockholder approval and regardless of what is provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board or increasing the vote required to remove a director.

Additionally, the MGCL provides, among other things, that the NCR ATMCo Board of Directors will have broad discretion in adopting stockholders’ rights plans and has the sole power to fix the record date, time, and place for special meetings of the stockholders. To date, NCR ATMCo does not intend to adopt a stockholders’ rights plan.

 

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NCR ATMCo believes these provisions will protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the NCR ATMCo Board of Directors and by providing the NCR ATMCo Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make the NCR ATMCo immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the NCR ATMCo Board of Directors determines is not in the best interests of NCR ATMCo and its stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

NCR ATMCo’s bylaws will contain an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against NCR ATMCo and any of our directors, officers or other employees.

NCR ATMCo’s bylaws will provide that, unless NCR ATMCo’s Board of Directors otherwise determines, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division, will be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, other than any action arising under federal securities laws, including, without limitation, (i) any derivative action or proceeding brought on behalf of NCR ATMCo, (ii) any action asserting a claim of breach of any duty owed by any director or officer or other employee of NCR ATMCo to NCR ATMCo or to the stockholders of NCR ATMCo or (iii) any action asserting a claim against NCR ATMCo or any director or officer or other employee of NCR ATMCo arising pursuant to any provision of the MGCL, the charter or the bylaws of NCR ATMCo, or (b) any other action asserting a claim against NCR ATMCo or any director or officer or other employee of NCR ATMCo that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our stock will be deemed to have notice of and consented to the provisions of our charter, including the exclusive forum provisions. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against us and any of our directors, officers or other employees. We believe that requiring these claims to be filed in a single court in Maryland is advisable because (i) litigating these claims in a single court avoids unnecessarily redundant, inconvenient, costly and time-consuming litigation in multiple forums and (ii) Maryland courts are authoritative on matters of Maryland law and Maryland judges have more experience in dealing with issues of Maryland corporate law than judges in any other state.

We could be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders.

While we seek to actively engage with stockholders and consider their views on business, strategy, and environmental, social and governance issues, responding to these stockholders could be costly and time-consuming, disrupt our business and operations, and divert the attention of our Board of Directors and senior management. Uncertainties associated with such activities could interfere with our ability to effectively execute our strategic plan, impact customer retention and long-term growth, and limit our ability to hire and retain personnel. In addition, actions of these stockholders may cause periods of fluctuation in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

 

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FORWARD-LOOKING STATEMENTS

This information statement and other materials NCR and NCR ATMCo have filed or will file with the SEC contain, or will contain, “forward-looking statements”. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to NCR ATMCo’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. The forward-looking statements in this information statement include statements regarding: NCR ATMCo’s business and financial strategy; NCR ATMCo’s future plans relating to its workforce talent and diversity, equity and inclusion initiatives; expectations regarding NCR ATMCo’s cash flow generation and liquidity; our expectations of demand for our solutions and execution and the impact thereof on our financial results; NCR ATMCo’s focus on advancing our strategic growth initiatives and transforming NCR ATMCo into a software-led as-a-service company with a higher mix of recurring revenue streams; and our expectations of NCR ATMCo’s ability to deliver increased value to customers and stockholders. Forward-looking statements are based on NCR ATMCo’s 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 ATMCo’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 listed under the sections entitled “Summary of the Separation and Distribution,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “The Separation and Distribution,” including factors relating to:

 

   

Strategy and Technology: transforming our business model, development and introduction of new solutions, competition in the technology industry, integration of acquisitions and management of alliance activities, our multinational operations;

 

   

Business Operations: domestic and global economic and credit conditions, risks and uncertainties from the payments-related business and industry, disruptions in our data center hosting and public cloud facilities, retention and attraction of key employees, defects, errors, installation difficulties or development delays, failure of third-party suppliers; a major natural disaster or catastrophic event, including the impact of the coronavirus (COVID-19) pandemic and geopolitical and macroeconomic challenges, environmental exposures from historical and ongoing manufacturing activities, and climate change;

 

   

Data Privacy & Security: impact of data protection, cybersecurity and data privacy including any related issues;

 

   

Finance and Accounting: our level of indebtedness, the terms governing our indebtedness, incurrence of additional debt or similar liabilities or obligations, access or renewal of financing sources, our cash flow sufficiency to service our indebtedness, interest rate risks, the terms governing our trade receivables facility, the impact of certain changes in control relating to acceleration of our future indebtedness, our obligations under other future financing arrangements, or required repurchase of any notes we may issue, any lowering or withdrawal of the ratings assigned to our future debt securities by rating agencies, our pension liabilities, and write down of the value of certain significant assets;

 

   

Law and Compliance: allegations or claims by third parties that our products or services infringe on intellectual property rights of others, including claims against our customers and claims by our customers to defend and indemnify them with respect to such claims, protection of our intellectual property, changes to our tax rates and additional income tax liabilities, uncertainties regarding regulations, lawsuits and other related matters, and changes to cryptocurrency regulations;

 

   

Governance: actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders; and

 

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Planned Separation: the risk of an unexpected failure to complete, or unexpected delays in completing, the necessary actions for the planned spin-off or to obtain the necessary approvals or third party consents to complete these actions, the failure of NCR ATMCo to achieve some or all of the expected strategic benefits, synergies or opportunities expected from the spin-off, that NCR ATMCo may incur material costs and expenses as a result of the spin-off, that NCR ATMCo has no history operating as an independent, publicly traded company, and NCR ATMCo’s historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results, NCR ATMCo’s obligation to indemnify NCR pursuant to the agreements entered into connection with the spin-off (including with respect to material taxes) and the risk NCR may not fulfill any obligations to indemnify NCR ATMCo under such agreements, that under applicable tax law, NCR ATMCo may be liable for certain tax liabilities of NCR following the spin-off if NCR were to fail to pay such taxes, that agreements binding on NCR ATMCo restrict it from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and related transactions, potential liabilities arising out of state and federal fraudulent conveyance laws, the fact that NCR ATMCo may receive worse commercial terms from third-parties for services it presently receives from NCR, that after the spin-off, certain of NCR ATMCo’s executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR, potential difficulties in maintaining relationships with key personnel, NCR ATMCo will not be able to rely on the earnings, assets or cash flow of NCR and NCR will not provide funds to finance NCR ATMCo’s working capital or other cash requirements.

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. Any forward-looking statement speaks only as of the date on which such statement is made. Neither NCR nor NCR ATMCo 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.

 

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THE SEPARATION AND DISTRIBUTION

General

On September 15, 2022, NCR announced its intention to separate into two standalone, publicly traded companies. NCR has determined to implement this separation through the spin-off of NCR’s ATM-related businesses, including its Self-Service Banking, Payments & Network and Telecommunications and Technology businesses, to its stockholders. NCR intends to effect the spin-off pursuant to an internal reorganization followed by a pro rata distribution of 100% of the shares of our common stock, which are held by NCR, to holders of shares of NCR common stock, subject to certain conditions. The distribution of our common stock is expected to take place on or about [●]. On the distribution date, each holder of NCR common stock will receive [●] share[s] of NCR ATMCo common stock for every [●] share[s] of NCR common stock held as of [●] local New York City time on [●], the record date, as described below. Following the spin-off, NCR will not hold any shares of NCR ATMCo common stock, and NCR ATMCo will be a separate, publicly traded company. You will not be required to make any payment, surrender or exchange your NCR common stock or take any other action to receive your shares of NCR ATMCo common stock to which you are entitled on the distribution date. The number of shares you own of NCR will not change as a result of the spin-off.

The distribution of our common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. Until the spin-off has occurred, NCR has the right not to complete the spin-off, even if all the conditions have been satisfied, if, at any time prior to the distribution, the NCR Board of Directors determines, in its sole discretion, that the spin-off is not in the best interests of NCR or its stockholders, that a sale or other alternative is in the best interests of NCR or its stockholders, or that market conditions or other circumstances are such that it is not advisable at that time to separate the ATM-related businesses from NCR. We cannot provide any assurances that the distribution will be completed. For a more detailed description of these conditions, see the section of this information statement entitled “The Separation and Distribution—General—Conditions to the Distribution.”

Reasons for the Spin-Off

NCR has made significant strides in creating a leading software-as-a-service business while continuing to strengthen and grow its ATM businesses, and, to accelerate the pace of transformation, the NCR Board of Directors approved a plan to separate NCR and NCR ATMCo into two independent, publicly traded companies. The spin-off will create two strong, stand-alone businesses, each of which will have leading positions in the markets they serve and will be better positioned to deliver long-term growth and sustainable value creation for all shareholders:

 

   

NCR will focus on digital commerce, continuing to operate NCR’s Retail, Hospitality and Digital Banking businesses; and

 

   

NCR ATMCo will hold NCR’s ATM-focused businesses, including the Self-Service Banking and Payments and Network businesses, and 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.

The NCR Board of Directors believes that separating the NCR ATMCo businesses from the remainder of NCR and distributing NCR ATMCo shares to NCR stockholders is in the best interests of NCR and its stockholders for a number of reasons, including:

 

   

Increased Management Focus on Core Business and Distinct Opportunities. The spin-off will result in dedicated, independent management for each of the businesses and enable the respective management teams to adopt strategies and pursue objectives specific to their respective businesses and better focus on strengthening their respective core businesses and operations. Enhancing the management focus with respect to each business is also expected to increase operating flexibility, and allow each company to pursue opportunities for long-term growth distinct to their businesses.

 

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Improved Operational and Strategic Flexibility. The spin-off will permit each business to pursue its own business interests, operating priorities and strategies more effectively without having to consider the impact on the businesses of the other company or on the balance and composition of pre-spin-off NCR’s overall portfolio, and will enhance operational flexibility for both businesses.

 

   

Simplified Investment Profile and Potential Ability to Enhance Marketability. The remaining NCR businesses and the businesses which will constitute NCR ATMCo differ significantly in several respects, including the nature of the businesses, growth profile, cyclical trends and business cycles and secular growth drivers. The spin-off will simplify how investors evaluate each business, streamline the investment profiles of both businesses, permit investors to better evaluate the individual merits, performance and future prospects of each company’s business, and provide investors the ability to invest in each company separately based on those distinct characteristics, all of which may enhance each company’s marketability. The spin-off may also attract new investors that either chose not to invest in, or assess the merits of, pre-spin-off NCR given its complexity and its exposure to disparate markets and trends.

 

   

Tailored Capital Allocation Strategies Align with Distinct Business Strategies and Industry Specific Dynamics. Without the competition for capital inherent in NCR’s pre-spin-off business portfolio structure, the spin-off will permit each company to implement a capital structure and flexible capital deployment policy that is optimized for its strategy and business needs, and that is aligned with each company’s target investor base. NCR believes that the spin-off will provide flexibility to better manage capital structure based on each company’s forecasted cash generation, planned investments, credit rating requirements, acquisition activity, and capital returns, among other factors. NCR will seek to reinvest in high growth opportunities across retail, hospitality and digital banking industries, while NCR ATMCo will seek to maintain global leadership while generating stable and sustainable cash flows and capital return.

 

   

Improved Alignment of Equity Incentives. The spin-off is expected to increase the effectiveness of stock-based incentive compensation by providing management and employees with incentives that more directly align with the operating and financial performances of the business in which they serve. NCR believes that improved alignment of equity incentives will enhance the ability of each of NCR and NCR ATMCo to attract, retain, and incentivize qualified personnel.

 

   

Separate Acquisition Currency. The spin-off will provide each of NCR and NCR ATMCo with its own distinct equity currency that relates solely to its business to use in pursuing strategic opportunities. For example, each of NCR and NCR ATMCo will be able to pursue strategic acquisitions in which potential sellers would prefer equity or to raise cash by issuing equity to public or private investors.

The NCR Board of Directors also considered potentially negative factors in evaluating the spin-off, including:

 

   

The potential for increased aggregate ongoing administrative costs for the two companies operating on a stand-alone basis post-spin-off.

 

   

NCR ATMCo and NCR currently take advantage of pre-spin-off NCR’s size and purchasing power in procuring certain goods and services. After the spin-off, as standalone companies, NCR ATMCo and/or NCR may be unable to obtain these goods and services at prices or on terms as favorable as those currently obtained by pre-spin-off NCR.

 

   

One-time costs we expect to incur related to the spin-off and in connection with the transition to becoming a stand-alone public company that are likely to include, among others, professional services costs, tax expense, recruiting and other costs associated with hiring for two stand-alone corporate structures and costs to separate IT systems and create two separate stand-alone IT structures.

 

   

The potential for execution risks related to the spin-off, including disruption to the business as a result of the spin-off and the possibility that NCR ATMCo and/or NCR do not achieve the expected benefits of the spin-off for a variety of reasons.

 

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Following the spin-off, NCR ATMCo and/or NCR may be more susceptible to market fluctuations and other events particular to one or more of their products than they currently are as pre-spin-off NCR.

 

   

The potential that reduced business diversification, with each post-spin-off company operating in fewer industries, could increase the volatility of earnings and cash flow.

 

   

Certain costs and liabilities that were otherwise less significant to pre-spin-off NCR could be more significant to NCR and/or NCR ATMCo after the spin-off as smaller, stand-alone companies.

 

   

NCR’s and NCR ATMCo’s common stock could experience selling pressure after the spin-off as certain pre-spin-off stockholders may not be interested in holding an investment in one of the two post-spin-off companies.

NCR’s Board of Directors concluded that the potential benefits of the spin-off outweighed these factors and risks. The NCR Board of Directors also considered these potential benefits and potentially negative factors in light of the risk that the spin-off is abandoned or otherwise not completed, resulting in NCR not separating into two independent, publicly traded companies.

In view of the wide variety of factors considered in connection with the evaluation of the spin-off and the complexity of these matters, the NCR Board of Directors did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to the factors considered. The individual members of the NCR Board of Directors may have given different weights to different factors.

The anticipated benefits of the spin-off are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event the spin-off does not result in such benefits, the costs associated with the spin-off could have an adverse effect on each company individually and in the aggregate. For more information, see the section of this information statement entitled “Risk Factors.”

Formation of a Holding Company Prior to the Distribution and Internal Reorganization

As part of the spin-off, NCR formed NCR ATMCo as a limited liability company in Delaware on April 14, 2023 for the purpose of transferring to NCR ATMCo certain assets and liabilities, including certain entities holding assets and liabilities, associated with NCR’s ATM-related businesses, including its Self-Service Banking, Payments & Network and Telecommunications and Technology businesses in anticipation of the planned spin-off. NCR ATMCo has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the spin-off. Prior to the distribution, through a series of internal reorganization transactions, NCR and its subsidiaries will transfer the assets and liabilities associated with the Self-Service Banking, Payments & Network and Telecommunications and Technology businesses to NCR ATMCo or certain entities which will become its subsidiaries and transfer the equity interests of certain entities holding such assets and liabilities to NCR ATMCo, in each case, as set forth in the separation agreement. NCR and its subsidiaries will also transfer all or a portion of certain other corporate and shared assets and liabilities to NCR ATMCo (or certain entities which will become its subsidiaries) pursuant to the terms of the separation and distribution agreement. NCR will continue to hold NCR’s Retail, Hospitality and Digital Banking businesses. Prior to the distribution, NCR ATMCo will also convert from a limited liability company organized under the laws of the state of Delaware to a corporation organized under the laws of the state of Maryland.

Reasons for Furnishing this Information Statement; Changes in the Terms of the Spin-Off

This information statement is being furnished solely to provide information to NCR stockholders who are entitled to receive shares of our common stock in the distribution. The information statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities or securities of NCR. We believe that the information in this information statement is accurate as of the date set forth on the cover.

 

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Changes may occur after that date and none of us, NCR, the NCR ATMCo Board of Directors or the NCR Board of Directors undertake any obligation to update such information, except as required by applicable federal securities laws.

NCR does not intend to notify its stockholders of any modifications to the terms of the spin-off, including the waiver of any conditions to the distribution, that, in the judgment of its board of directors, are not material. However, the NCR Board of Directors would likely consider material matters such as significant changes to the distribution ratio, or significant changes to the assets to be contributed or the liabilities to be assumed in the separation, as well as the waiver of the condition that the NCR Board of Directors receives a tax opinion with respect to the spin-off. To the extent that the NCR Board of Directors determines that any modification by NCR materially changes the material terms of the spin-off, including through the waiver of a condition to the distribution, NCR will notify NCR stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or making available a supplement to this information statement. As of the date hereof, the NCR Board of Directors does not intend to waive any of the conditions described herein.

Conditions to the Distribution

The distribution of our common stock by NCR is subject to the satisfaction of the following conditions, among others:

 

   

The SEC will have declared effective the registration statement of which this information statement forms a part, and no stop order relating to the registration statement will be in effect.

 

   

[●], or a comparable public market, will have approved the listing of NCR ATMCo common stock, subject to official notice of issuance.

 

   

NCR will have received an opinion of each of Skadden, tax counsel to NCR, and EY, tax advisor to NCR, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code. See the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

 

   

All actions, filings, permits, registrations and consents necessary or appropriate under applicable federal, state or other securities laws or “blue sky” laws and the rules and regulations thereunder will have been taken or made and, where applicable, become effective or accepted.

 

   

No order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions will be in effect.

 

   

The reorganization of the NCR and NCR ATMCo businesses prior to the separation and distribution will have been effectuated.

 

   

The NCR Board of Directors shall have declared the distribution and finally approved all related transactions (and such declaration or approval shall not have been withdrawn).

 

   

No event or development shall have occurred or exist that, in the judgment of the NCR Board of Directors, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions (including the incurrence of indebtedness necessary to complete the spin-off).

 

   

NCR ATMCo shall have completed the debt financing arrangements described in the section of this information statement entitled “Description of Certain Indebtedness.”

 

   

Any required governmental approvals necessary to consummate the distribution and the transactions contemplated by the separation and distribution agreement and the ancillary agreements shall have been obtained and be in full force and effect.

 

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The mailing of this information statement (or notice of internet availability thereof) to record holders of NCR common stock as of [●], the record date.

 

   

Each of the separation and distribution agreement, the transition services agreement, the tax matters agreement, the intellectual property agreements, the employee matters agreement, the commercial agreements and the other ancillary agreements shall have been executed and delivered by each party thereto and be in full force and effect.

 

   

The receipt of an opinion from an independent appraisal firm, in form and substance acceptable to the NCR Board of Directors in its sole discretion, confirming that, immediately following the distribution (a) each of NCR and NCR ATMCo will be able to pay its indebtedness as its indebtedness becomes due in the usual course of business and (b) each of NCR’s and NCR ATMCo’s respective assets will be greater than the sum of, as applicable, NCR’s or NCR ATMCo’s respective liabilities (plus, with regard to NCR, the amount, if any, that would be needed, if NCR was dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of the holders of shares of Series A Convertible Preferred Stock of NCR).

NCR and NCR ATMCo cannot assure you that any or all of these conditions will be met, and the NCR Board of Directors may also waive conditions to the distribution in its sole discretion. If the spin-off is completed and NCR’s board of directors waives any such condition, such waiver could have a material adverse effect on NCR and NCR ATMCo’s respective business, financial condition or results of operations, including, without limitation, as a result of litigation relating to any preliminary or permanent injunctions that sought to prevent the consummation of the spin-off, or the failure of NCR and NCR ATMCo to obtain any required regulatory approvals. As of the date hereof, the NCR Board of Directors does not intend to waive any of the conditions described herein. NCR does not intend to notify its stockholders of any modifications to the terms of the spin-off, including the waiver of any conditions to the distribution, that, in the judgment of the NCR Board of Directors, are not material. However, the NCR Board of Directors would likely consider material such matters as significant changes to the distribution ratio, or significant changes to the assets to be contributed or the liabilities to be assumed in the separation, as well as the waiver of the condition that the NCR Board of Directors receives a tax opinion with respect to the spin-off. To the extent that the NCR Board of Directors determines that any modification by NCR materially changes the material terms of the spin-off, including through the waiver of a condition to the distribution, NCR will notify its stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or circulating a supplement to this information statement.

The fulfillment of the above conditions will not create any obligation on behalf of NCR to effect the spin-off, and NCR may at any time decline to go forward with the spin-off. Until the spin-off has occurred, NCR has the right not to complete the spin-off, even if all the conditions have been satisfied, if, at any time prior to the distribution, the NCR Board of Directors determines, in its sole discretion, that the spin-off is not in the best interests of NCR or its stockholders, that a sale or other alternative is in the best interests of NCR or its stockholders, or that market conditions or other circumstances are such that it is not advisable at that time to separate the ATM-related businesses from NCR.

The Number of Shares You Will Receive

For every [●] common share[s] of NCR that you owned as of [●] local New York City time on [●], the record date, you will receive [●] NCR ATMCo common share[s] on or about [●], the distribution date. The actual number of shares to be distributed will be determined based on the number of shares of NCR common stock outstanding on the record date.

 

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Transferability of Shares You Receive

Shares of NCR ATMCo common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be NCR ATMCo affiliates. Persons who may be deemed to be NCR ATMCo affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with NCR ATMCo, which may include certain of NCR ATMCo’s executive officers, directors or principal stockholders. Securities held by NCR ATMCo affiliates will be subject to resale restrictions under the Securities Act. NCR ATMCo affiliates will be permitted to sell shares of NCR ATMCo common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

When and How You Will Receive the Distributed Shares

NCR expects to distribute the shares of NCR ATMCo common stock on or about [●], the distribution date. [●] will serve as the transfer agent and registrar for our common stock and as distribution agent in connection with the distribution.

If you own shares of NCR common stock as of [●] local New York City time on the record date, the shares of NCR ATMCo common stock that you will be entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your broker, bank or other nominee on your behalf. If you are a registered holder, [●] will then mail you a direct registration account statement that reflects your shares of NCR ATMCo common stock. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. If you sell shares of NCR common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of NCR ATMCo common stock in the distribution.

If you hold your shares through a brokerage firm or bank, the brokerage firm or bank would be said to hold the shares in “street name” and ownership would be recorded on the brokerage firm or bank’s books and your brokerage firm or bank will credit your account for the shares of NCR ATMCo common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” we encourage you to contact your bank or brokerage firm.

NCR stockholders will not be required to make any payment or surrender or exchange their shares of NCR common stock or take any other action to receive their shares of our common stock.

Treatment of Equity Incentive Arrangements

We expect that NCR equity awards outstanding at the time of the distribution will be adjusted using the following principles:

 

   

For each award recipient, the intent is to maintain the economic value of those awards before and after the distribution date while also streamlining and simplifying the post-distribution administration of such awards. Generally, employees that will continue at NCR after the spin-off will continue to have NCR equity awards, while employees that transition to NCR ATMCo will have their NCR equity awards converted to equivalent equity awards of NCR ATMCo, except that (x) holders of PB Share Value RSUs will have their PB Share Value RSUs converted to PB Share Value RSUs of both NCR and NCR ATMCo, respectively, of aggregate comparable value and (y) Key Equity Holders will have their stock options, outstanding PBRSUs and RSUs converted to stock options, PBRSUs (subject, in certain cases, to time-based vesting conditions only) and RSUs of both NCR and NCR ATMCo, respectively, of aggregate comparable value.

 

   

The terms of the equity awards, such as the vesting schedule and any termination protections, will generally continue unchanged, as equitably adjusted to reflect the distribution, except that each of the

 

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PBRSUs with a performance period ending in 2023 and each of the PBRSUs based on the achievement of revenue and EBITDA metrics with a performance period ending in 2024 will be converted into time-based RSU awards based on achievement of the applicable performance metrics from the start of the performance period through September 30, 2023.

 

   

In accordance with their existing terms, the PB Transaction RSUs will accelerate and be settled immediately prior to the distribution date (subject to a minimum vesting period of one year from the grant date of such MBRSU). The PB Share Value RSUs will remain subject to the combined performance of NCR and NCR ATMCo with respect to each applicable company’s compound annual growth rate or each applicable company’s relative total shareholder return ranking among a comparison group. In addition, 50% of the RSUs scheduled to vest on December 31, 2025, will accelerate and be settled immediately prior to the distribution date (subject to a minimum vesting period of one year from the grant date of such RSU) and the remaining 50% of the RSUs scheduled to vest on December 31, 2025 will remain subject to continued service with NCR or NCR ATMCo, as applicable.

The following table provides additional information regarding the adjustments expected to be made to each type of NCR equity award outstanding as of the distribution date. As a result of the adjustments to such awards in connection with the distribution, the precise number of shares of NCR ATMCo common stock or NCR common stock, as applicable, to which the adjusted awards will relate will not be known until the distribution date or shortly thereafter.

 

Type of Award

  

NCR ATMCo Employees

  

NCR Employees

Stock Options    NCR stock options will be converted into options of comparable value to purchase NCR ATMCo common stock; provided that such NCR stock options held by Key Equity Holders will be converted into both NCR ATMCo stock options and NCR stock options of aggregate comparable value, as equitably adjusted.    Continue to hold NCR stock options, equitably adjusted as necessary to reflect the distribution; provided that such NCR stock options held by Key Equity Holders will be converted into both NCR ATMCo stock options and NCR stock options of aggregate comparable value, as equitably adjusted.
RSUs    NCR RSUs will be converted into RSUs of comparable value relating to NCR ATMCo common stock, provided that such NCR RSUs held by Key Equity Holders will be converted into both time-based NCR ATMCo RSUs and time-based NCR RSUs of aggregate comparable value.    Continue to hold NCR RSUs, equitably adjusted as necessary to reflect the distribution, provided that such NCR RSUs held by Key Equity Holders will be converted into both time-based NCR ATMCo RSUs and time-based NCR RSUs of aggregate comparable value.
PBRSUs    NCR PBRSUs will generally be converted into time-based NCR ATMCo RSUs of comparable value relating to NCR ATMCo common stock, provided that such NCR PBRSUs held by Key Equity Holders will be converted into both time-based NCR ATMCo    Continue to hold NCR PBRSUs (converted into time-based NCR RSUs), equitably adjusted as necessary to reflect the distribution, provided that such NCR PBRSUs held by Key Equity Holders will be converted into both time-based NCR ATMCo

 

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Type of Award

  

NCR ATMCo Employees

  

NCR Employees

  

RSUs and time-based NCR RSUs of aggregate comparable value.

 

With respect to those PBRSUs based on the achievement of total shareholder return metrics with a performance period ending in 2024, such PBRSUs will be assessed at the end of the performance period based on the combined performance of both NCR and NCR ATMCo.

 

With respect to those PBRSUs issued in 2022 to legacy employees of LibertyX, the applicable revenue attainment goals will be assessed at the end of the original graduated performance periods based on the actual revenue attained by NCR ATMCo for the full performance period, subject to the continued service of such equity holders through the original vesting date.

  

RSUs and time-based NCR RSUs of aggregate comparable value.

 

With respect to those PBRSUs based on the achievement of total shareholder return metrics with a performance period ending in 2024, such PBRSUs will be assessed at the end of the performance period based on the combined performance of both NCR and NCR ATMCo.

PB Share Value RSUs    NCR PB Share Value RSUs will be converted into both NCR ATMCo PB Share Value RSUs and NCR PB Share Value RSUs of aggregate comparable value.    NCR PB Share Value RSUs will be converted into both NCR ATMCo PB Share Value RSUs and NCR PB Share Value RSUs of aggregate comparable value.

General Treatment of Fractional Shares of Common Stock

NCR will not distribute any fractional common stock shares to its stockholders. Instead, the transfer agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional shares such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share of common stock in the distribution. The transfer agent, in its sole discretion, without any influence by NCR or us, will determine when, how, through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the transfer agent will not be an affiliate of either NCR or us. Neither we nor NCR will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares of common stock will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

The aggregate net cash proceeds of these sales will be taxable for U.S. federal income tax purposes. For an explanation of the material United States federal income tax consequences of the distribution, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.” If you are the registered holder of shares of NCR common stock, you will receive a check from the distribution agent in an amount equal to your pro rata share of the aggregate net cash proceeds of the sale. The amount of this payment will depend on the prices at which the transfer agent sells the aggregated fractional shares of our common stock in the open market shortly after the distribution date and will be reduced by any amount required to be withheld for tax purposes and any brokerage fees and other expenses incurred in connection with these

 

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sales of fractional shares. If you hold your shares of NCR common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Results of the Spin-Off

Immediately following the spin-off, NCR ATMCo will be a separate, publicly traded company, and we expect to have approximately [●] shares of our common stock outstanding. The actual number of shares to be distributed will be determined after [●], the record date of the distribution. The distribution will not affect the number of outstanding shares of NCR common stock. No fractional shares of NCR ATMCo common stock will be distributed.

Market for NCR ATMCo Common Stock

There is currently no public market for our common stock. A condition to the distribution is the listing of our common stock shares on [●]. We intend to apply to list our common stock on [●] under the symbol “[●]”. We have not and will not set the initial price of shares of our common stock. The initial price will be established by the public markets.

We cannot predict the price at which shares of our common stock will trade after the distribution. In fact, the combined trading prices, after the spin-off, of shares of our common stock that each NCR stockholder will receive in the distribution and the shares of common stock of NCR held at the record date may not equal the “regular-way” trading price of a NCR share immediately prior to completion of the spin-off. The price at which shares of our common stock trade may fluctuate significantly, particularly until an orderly public market develops. Trading prices for our common stock will be determined in the public markets and may be influenced by many factors.

Trading Between the Record Date and the Distribution Date

Beginning on or shortly before the record date and continuing up to and including the distribution date, NCR expects that there will be two markets in NCR common stock: a “regular-way” market and an “ex-distribution” market. Shares of NCR common stock that trade on the “regular-way” market will trade with an entitlement to shares of NCR ATMCo common stock distributed pursuant to the distribution. Shares of NCR common stock that trade on the “ex-distribution” market will trade without an entitlement to shares of NCR ATMCo common stock distributed pursuant to the distribution. Each stockholder trading in NCR shares would make any decision as to whether to trade one or more of such stockholder’s shares in NCR in the “regular-way” market or the “ex-distribution” market. If you sell shares of NCR common stock in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive shares of NCR ATMCo common stock in the distribution. If you own shares of NCR common stock as of [●] local New York City time on [●], the record date, and sell those shares on the “ex-distribution” market up to and including through the distribution date, you will receive the shares of NCR ATMCo common stock that you are entitled to receive pursuant to your ownership as of the record date of NCR common stock shares.

Furthermore, beginning on or shortly before the record date and continuing up to and including the distribution date, we expect that there will be a “when-issued” market in our common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for our common stock that will be distributed to holders of NCR common stock on [●], the distribution date. If you own shares of NCR common stock as of [●] local New York City time on the record date, you will be entitled to shares of our common stock distributed pursuant to the distribution. You may trade this entitlement to our shares, without the NCR shares you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to our common stock will end, and “regular-way” trading will begin.

 

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Transaction and Separation Costs

NCR ATMCo will incur certain costs in connection with the consummation of the transaction. We currently estimate that the one-time separation costs we will incur, primarily employee-related costs such as recruitment expenses, costs to establish certain standalone functions and information technology systems, professional services fees and other separation-related costs during our transition to being a stand-alone public company, will be approximately $[115 million]. Except as otherwise set forth in the separation and distribution agreement, any such costs incurred prior to the completion of the spin-off will be borne by NCR.

Incurrence/Treatment of Debt

In connection with the separation and distribution, NCR ATMCo expects to enter into financing arrangements providing for indebtedness in an aggregate principal amount of up to $3,235 million, of which approximately $2,735 million will be borrowed prior to the consummation of the separation and distribution. This indebtedness is expected to consist of (i) approximately $[●] million of secured indebtedness, which may consist of an approximately $500 million senior secured revolving credit facility (which NCR ATMCo does not expect to borrow a material amount of revolving loans, if any thereunder prior to the separation and distribution) and a mixture of senior secured term A loans, senior secured term B loans and/or senior secured notes, and (ii) approximately $[●] million of senior unsecured notes. NCR ATMCo also expects to enter into a $[●] trade receivables facility (which balance is not included in the $3,235 million of principal aggregate amount of indebtedness referenced above). No assurance can be given whether such financing arrangements will occur in the anticipated time frame on favorable terms, or at all.

NCR ATMCo’s expected indebtedness balance at the time of the spin-off was determined based on internal capital planning and considered the following factors and assumptions: anticipated business plan, optimal debt levels, operating activities, general economic contingencies, industry and market conditions, credit rating and desired financing capacity. Many of such assumptions are beyond the control of NCR ATMCo and could result in differences than as described herein.

NCR ATMCo intends to use the net proceeds from the sale of any senior secured notes and/or senior unsecured notes, together with the borrowings of any term A loans and term B loans and other available cash on hand, (i) to finance the payment of a cash distribution to NCR, and repay certain other amounts owed to NCR pursuant to existing intercompany indebtedness, in each case, immediately prior to the distribution, (ii) to pay fees and expenses related to the spin-off (including, without limitation, the fees and expenses with respect to the financing arrangements) and (iii) for general corporate purposes. NCR ATMCo may also issue a portion of its indebtedness to NCR as partial consideration for certain assets that will be contributed to NCR ATMCo in connection with the separation and NCR is expected to exchange such indebtedness for an equivalent amount of NCR’s existing indebtedness (and to satisfy certain fees and expenses incurred in such transactions), including through the repayment of any additional short-term indebtedness incurred by NCR for the purpose of retiring a portion of NCR’s existing indebtedness. For more information, see “Description of Certain Indebtedness.”

Regulatory Approval

Our registration statement on Form 10, of which this information statement forms a part, must become effective prior to the distribution, and shares of NCR ATMCo common stock to be distributed must have been approved for listing on [●], or a comparable public market, subject to official notice of distribution. Other than the requirements discussed above, we do not believe that any other material governmental or regulatory filings or approvals will be necessary to consummate the distribution.

No Shareholder Vote

No vote of NCR stockholders is required or sought in connection with the spin-off.

 

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No Appraisal Rights

Under the MGCL, NCR stockholders will not have appraisal rights in connection with the distribution.

 

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

The following discussion is a summary of the generally applicable U.S. federal income tax consequences that may be relevant to NCR and to the holders of shares of NCR common stock in connection with the spin-off. This discussion is based on the Code, the Treasury Regulations promulgated thereunder, judicial interpretations thereof, and administrative rulings and published positions of the IRS, all as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth herein. This summary assumes that the separation will be consummated in accordance with the separation and distribution agreement and as described in this information statement.

Except as specifically described below, this summary is limited to holders of shares of NCR common stock that are U.S. Holders, as defined immediately below. For purposes of this summary, a “U.S. Holder” is a beneficial owner of NCR common stock that is, for U.S. federal income tax purposes:

 

   

an individual who is a citizen or a resident of the United States;

 

   

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state thereof or the District of Columbia;

 

   

an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

 

   

a trust, (a) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

This discussion is limited to U.S. Holders of NCR common stock that hold their NCR common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the United States federal income tax laws, such as: insurance companies; tax-exempt organizations; banks and other financial institutions; pension plans; cooperatives; real estate investment trusts; dealers in securities or currencies; traders that elect to use a mark-to-market method of accounting; certain former U.S. citizens or long-term residents; persons holding shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; persons who acquire shares pursuant to any employee share option or otherwise as compensation; persons holding shares through an individual retirement account or other tax-deferred account; persons who actually or constructively own 10% or more of our stock (by vote or value); persons whose functional currency is not the U.S. dollar; or partnerships or other entities or arrangements subject to tax as partnerships for U.S. federal income tax purposes or persons holding shares through such entities.

If a partnership (or any other entity or arrangement subject to tax as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of NCR common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A partnership for U.S. federal income tax purposes that beneficially owns shares of NCR and its partners are urged to consult their tax advisor as to the tax consequences of the spin-off.

In addition, this discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift, or alternative minimum tax considerations, or the Medicare tax on certain net investment income.

HOLDERS OF NCR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSIDERATIONS RELEVANT TO THEM REGARDING THE SPIN-OFF, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

 

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Tax Opinions

It is a condition to the completion of the distribution that NCR receives an opinion of each of Skadden, tax counsel to NCR, and EY, tax advisor to NCR, substantially to the effect that, among other things, the separation and distribution, together with certain related transactions, will qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code.

In rendering the Tax Opinions to be given as of the closing of the distribution, Skadden and EY will rely on (i) customary representations and covenants made by NCR and NCR ATMCo, including those contained in certificates of officers of the NCR and NCR ATMCo, and (ii) specified assumptions, including an assumption regarding the completion of the separation, the distribution and certain related transactions in the manner contemplated by the transaction agreements. In addition, Skadden’s and EY’s ability to provide the Tax Opinions will depend on the absence of changes in existing facts or law between the date of this information statement and the closing date of the distribution. If any of the representations, covenants or assumptions on which Skadden and EY will rely are inaccurate, Skadden or EY may not be able to provide its Tax Opinions or the tax consequences of the distribution could differ from those described below.

The Tax Opinions will not be binding upon the IRS or any court. We cannot assure you that the IRS will agree with the conclusions expected to be set forth in the Tax Opinions, and it is possible that the IRS or another tax authority could adopt a position contrary to one or all of those conclusions and that a court could sustain that contrary position. If any of the facts, representations, assumptions or undertakings described or made in connection with the Tax Opinions are not correct, are incomplete or have been violated, our ability to rely on the Tax Opinions could be jeopardized. As of the date of this information statement, we are not aware of any facts or circumstances, however, that would cause these facts, representations or assumptions to be untrue or incomplete or that would cause any of these undertakings to fail to be complied with, in any material respect.

Treatment of the Distribution

Assuming the separation and distribution, together with certain related transactions, qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code, for U.S. federal income tax purposes:

 

   

no gain or loss will be recognized by NCR as a result of the distribution (except for certain items that may be required to be recognized under Treasury Regulations regarding consolidated federal income tax returns);

 

   

no gain or loss will be recognized by, or be includible in the income of, a holder of NCR common stock solely as a result of the receipt of our common stock in the distribution;

 

   

the aggregate tax basis of the shares of NCR common stock and shares of NCR ATMCo common stock (including any fractional shares deemed received, as discussed below) in the hands of each NCR stockholder immediately after the distribution will be the same as the aggregate tax basis of the shares of NCR common stock held by such holder immediately prior to the distribution, allocated between the shares of NCR common stock and shares of NCR ATMCo common stock in proportion to their relative fair market values immediately following the spin-off;

 

   

the holding period with respect to shares of NCR ATMCo common stock received by NCR stockholders (including any fractional shares deemed received, as discussed below) will include the holding period of the NCR common stock with respect to which such NCR ATMCo common stock was received; and

 

   

NCR stockholders that have acquired different blocks of NCR common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, our shares distributed with respect to blocks of NCR common stock.

 

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If, notwithstanding the conclusions that we expect to be included in the Tax Opinions, it is ultimately determined that the distribution does not qualify as tax-free under Sections 368(a)(1)(D) and 355 of the Code for U.S. federal income tax purposes, then NCR would generally recognize gain with respect to the transfer of NCR ATMCo common stock and certain related transactions. In addition, each NCR stockholder that receives shares of NCR ATMCo common stock in the distribution would be treated as receiving a distribution in an amount equal to the fair market value of NCR ATMCo common stock that was distributed to such stockholder, which would generally be taxed as a dividend to the extent of the stockholder’s pro rata share of NCR’s current and accumulated earnings and profits, including NCR’s taxable gain, if any, on the distribution, then treated as a non-taxable return of capital to the extent of the stockholder’s basis in NCR stock and thereafter treated as capital gain from the sale or exchange of NCR stock.

Even if the distribution otherwise qualifies for tax-free treatment under Sections 368(a)(1)(D) and 355 of the Code, the distribution may result in corporate level taxable gain to NCR under Section 355(e) of the Code if either NCR or NCR ATMCo undergoes a 50% or greater ownership change as part of a plan or series of related transactions that includes the distribution, potentially including transactions occurring after the distribution. If an acquisition or issuance of stock triggers the application of Section 355(e) of the Code, NCR would recognize taxable gain as described above, but the distribution would be tax-free to each NCR stockholder (except with respect to any tax on any cash received in lieu of fractional shares).

A U.S. Holder that receives cash instead of fractional shares of NCR ATMCo common stock should be treated as though such U.S. Holder first received a distribution of a fractional share of NCR ATMCo common stock and then sold it for the amount of cash. Such U.S. Holder should recognize capital gain or loss, measured by the difference between the cash received for such fractional share and the U.S. Holder’s basis in the fractional share, as determined above. Such capital gain or loss should generally be a long-term capital gain or loss if the U.S. Holder’s holding period for such U.S. Holder’s NCR common stock exceeds one year on the date of the distribution.

U.S. Treasury Regulations require certain stockholders of NCR common stock who receive NCR ATMCo common stock in the distribution to attach a detailed statement setting forth certain information relating to the distribution to their respective U.S. federal income tax returns for the year in which the distribution occurs. Within a reasonable period after the distribution, NCR will provide stockholders who receive our common stock in the distribution with the information necessary to comply with such requirement. In addition, all stockholders are required to retain permanent records relating to the amount, basis and fair market value of NCR ATMCo common stock received in the distribution and to make those records available to the IRS upon request of the IRS.

 

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DIVIDEND POLICY

NCR ATMCo has not yet determined the extent to which it will pay dividends on its common stock. The payment of any dividends in the future, and the timing and amount thereof, to our stockholders will fall within the sole discretion of the NCR ATMCo Board of Directors and will depend on many factors, such as our financial condition, earnings, capital requirements, potential obligations in planned financings, industry practice, legal requirements (including Maryland distribution requirements) and other factors that the NCR ATMCo Board of Directors deems relevant. NCR ATMCo’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and on NCR ATMCo’s access to the capital markets. NCR ATMCo cannot guarantee that it will pay a dividend in the future or continue to pay any dividends if NCR ATMCo commences paying dividends.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2023, on a historical and a pro forma basis to give effect to the spin-off and related transactions as if they had occurred on March 31, 2023, our latest balance sheet date.

The cash and cash equivalents and capitalization information in the following table may not necessarily reflect what our cash and cash equivalents and capitalization would have been had we been operating as a standalone company as of March 31, 2023. Additionally, the information in the following table may not necessarily reflect what our cash and cash equivalents and capitalization may be in the future.

The following table should be read in conjunction with the section of this information statement titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Combined Financial Statements,” our Combined Financial Statements and the accompanying notes thereto included elsewhere in this information statement.

A final determination regarding our capital structure has not yet been made, and the separation and distribution agreement, tax matters agreement, transition services agreement, intellectual property matters agreements, employee matters agreement and certain other transaction agreements have not been finalized. As such, the Unaudited Pro Forma Combined Financial Statements may be revised in future amendments to reflect the impact on our capital structure and the final form of those agreements, to the extent any such revisions would be deemed material.

 

As of March 31, 2023 (in millions, except per share amounts)    Historical      Pro Forma  

Cash

     

Cash and cash equivalents

   $ 282      $ 445  
  

 

 

    

 

 

 

Indebtedness

     

Short-term borrowings

     —          —    

Long-term borrowings

     —          2,683  

Short-term related party borrowings

     83        —    

Long-term related party borrowings

     717        —    
  

 

 

    

 

 

 

Total indebtedness

     800        2,683  

Equity

     

Common stock, par value $[ ]

     —          —    

Additional paid-in capital

     —          657  

Net parent investment

     3,310        —    

Accumulated other comprehensive loss

     (55      (55
  

 

 

    

 

 

 

Total parent’s equity

     3,255        602  
  

 

 

    

 

 

 

Noncontrolling interests in subsidiaries

     (1      (1
  

 

 

    

 

 

 

Total equity

     3,254        601  
  

 

 

    

 

 

 

Total capitalization

   $ 4,054      $ 3,284  
  

 

 

    

 

 

 

 

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements consist of Unaudited Pro Forma Combined Statements of Operations for the three months ended March 31, 2023 and the year ended December 31, 2022 and an Unaudited Pro Forma Combined Balance Sheet as of March 31, 2023, which have been derived from our historical combined financial statements included elsewhere in this information statement. All significant pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma combined financial statements, which should be read in conjunction with such unaudited pro forma combined financial statements.

The Unaudited Pro Forma Combined Statements of Operations give effect to the Pro Forma Transactions (as defined below) as if they had occurred on January 1, 2022, the first day of fiscal 2022. The Unaudited Pro Forma Combined Balance Sheet gives effect to the Pro Forma Transactions as if they had occurred on March 31, 2023. References in this section and in the following unaudited pro forma combined financial statements and the Company’s combined financial statements and notes thereto included in this information statement to the “Company” or “NCR ATMCo” shall mean the Self-Service Banking, Payments & Network and Telecommunications and Technology businesses of NCR Corporation and references to “Parent” or “NCR” shall mean NCR Corporation.

The unaudited pro forma combined financial statements include certain transaction accounting adjustments that reflect the accounting for transactions in accordance with U.S. GAAP and autonomous entity adjustments that reflect certain incremental revenues, expenses or other charges necessary, if any, to present fairly our Unaudited Pro Forma Combined Statements of Operations and Unaudited Pro Forma Combined Balance Sheet as of and for the periods indicated as if NCR ATMCo was a separate stand-alone entity. The following unaudited pro forma combined financial information illustrates the effects of the following transactions (collectively, the “Pro Forma Transactions”):

 

   

the transfer to the Company from Parent and Parent affiliates pursuant to the separation and distribution agreement of certain residual corporate and other shared assets and liabilities that were not included in the historical combined financial statements;

 

   

the impact of the separation and distribution agreement, tax matters agreement, employee matters agreement, and other commercial agreements between NCR ATMCo and Parent and the provisions contained therein (see “Certain Relationships and Related Transactions – Agreements with NCR”);

 

   

the effect of our anticipated post-separation capital structure, including the incurrence of indebtedness of approximately $2,735 million at an estimated weighted average interest rate of 8.40%, and the distribution of approximately $2,515 million of cash to NCR;

 

   

non-recurring costs expected to be incurred as an autonomous entity and specifically related to the spin-off; and

 

   

other adjustments described in the notes to the unaudited pro forma combined financial statements.

In addition, we have provided a presentation of adjustments under the Management Adjustments section within the notes to the unaudited pro forma financial statements that management believes are necessary to enhance an understanding of the pro forma effects of the transaction.

The unaudited pro forma combined financial statements are subject to the assumptions and adjustments described in the accompanying notes. The Pro Forma Transactions are based on available information and assumptions we believe are reasonable; however, such adjustments are subject to change. A final determination regarding our capital structure has not yet been made, and the separation and distribution agreement, tax matters agreement, transition services agreement, employee matters agreement, and certain other commercial agreements have not been finalized. As such, the pro forma statements may be revised in future amendments to reflect the impact on our capital structure and the final form of those agreements, to the extent any such revisions would be deemed material.

 

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The unaudited pro forma combined financial statements have been presented for informational purposes only. The pro forma information is not necessarily indicative of our results of operations or financial condition had the separation and distribution and the related transactions been completed on the dates assumed and should not be relied upon as a representation of our future performance or financial position as a separate public company. The historical combined financial statements have been derived from NCR’s historical accounting records and include certain corporate overhead and other shared costs which have been allocated to the Company. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Parent during the periods or at the dates presented. See Note 1, “Basis of Presentation and Significant Accounting Policies” to the combined financial statements included elsewhere in this information statement for further information on the allocation of corporate and other shared costs. The following unaudited pro forma combined financial statements should be read in conjunction with our historical combined financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement.

 

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NCR ATMCo

Unaudited Pro Forma Combined Balance Sheet

 

As of March 31, 2023 (in millions)    Historical      Transaction
Accounting
Adjustments
    Autonomous
Entity
Adjustments
     Pro
Forma
 

Assets

          

Current assets

          

Cash and cash equivalents

   $ 282      $ 163  (a)    $ —        $ 445  

Accounts receivable, net of allowance of $16

     453        —         —          453  

Related party receivable, current

     49        (49 (l)      —          —    

Inventories

     435        —         —          435  

Restricted cash

     231        —         —          231  

Other current assets

     213        45  (e)      —          258  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total current assets

     1,663        159       —          1,822  
  

 

 

    

 

 

   

 

 

    

 

 

 

Property, plant and equipment, net

     424        22  (e)      —          446  

Goodwill

     1,950        —         —          1,950  

Intangibles, net

     703        —         —          703  

Operating lease assets

     80        19  (e)      69  (q)       168  

Prepaid pension cost

     177        (c)      —          180  

Deferred income tax assets

     324        (146 (j)      —          178  

Related party receivable, non-current

     342        (342 (l)      —          —    

Other assets

     105        42  (a),(e)      —          147  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total assets

   $ 5,768      $ (243   $ 69      $ 5,594  
  

 

 

    

 

 

   

 

 

    

 

 

 

Liabilities and equity

          

Current liabilities

          

Short-term borrowings from related party

   $ 83      $ (83 (l)    $ —        $ —    

Accounts payable

     384        30  (e)      —          414  

Related party payable, current

     5        (5 (l)      —          —    

Payroll and benefits liabilities

     56        46  (e)      —          102  

Contract liabilities

     402        —         —          402  

Settlement liabilities

     234        —         —          234  

Other current liabilities

     203        36  (c),(d),(e)      (q)       245  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total current liabilities

     1,367        24       6        1,397  
  

 

 

    

 

 

   

 

 

    

 

 

 

Long-term borrowings from related party

     717        (717 (l)      —          —    

Long-term debt

     —          2,683  (a)      —          2,683  

Pension and indemnity plan liabilities

     21        435  (c)      —          456  

Income tax accruals

     62        23  (j)      —          85  

Operating lease liabilities

     55        11  (e)      82  (q)       148  

Deferred income tax liabilities

     190        (111 (j)      (4 (p)       75  

Other liabilities

     102        47  (d),(e)      —          149  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total liabilities

     2,514        2,395       84        4,993  
  

 

 

    

 

 

   

 

 

    

 

 

 

Equity

          

Common stock, par value $[    ]

     —          —  (g)      —          —    

Additional paid-in capital

     —          672  (h)      (15 (h)       657  

Net parent investment

     3,310        (3,310 (f)      —          —    

Accumulated other comprehensive loss

     (55      —         —          (55
  

 

 

    

 

 

   

 

 

    

 

 

 

Total parent’s equity

     3,255        (2,638     (15      602  
  

 

 

    

 

 

   

 

 

    

 

 

 

Noncontrolling interests in subsidiaries

     (1      —         —          (1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total equity

     3,254        (2,638     (15      601  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total liabilities and equity

   $ 5,768      $ (243   $ 69      $ 5,594  
  

 

 

    

 

 

   

 

 

    

 

 

 

See accompanying notes to unaudited pro forma combined financial statements.

 

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NCR ATMCo

Unaudited Pro Forma Combined Statements of Operations

 

For the three months ended March 31, 2023
(in millions, except per share amounts)
   Historical     Transaction
Accounting
Adjustments
    Autonomous
Entity
Adjustments
    Pro Forma  

Product revenue

   $ 234     $ —       $ 16  (m)    $ 250  

Service revenue

     752       —         25  (m)      777  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     986       —         41       1,027  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of products

     195       —         15  (m)      210  

Cost of services

     571       —         20  (m)      591  

Selling, general and administrative expenses

     136       —         (o), (r)      140  

Research and development expenses

     18       —         —         18  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     920       —         39       959  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     66       —         2       68  

Related party interest expense, net

     (4     (l)      —         —    

Interest expense

     —         (60 (b)      —         (60

Other (expense) income, net

     —         (2 (c)      —         (2
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     62       (58     2       6  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense (benefit)

     25       (4 (i)      (p)      22  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     37       (54     1       (16
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to noncontrolling interests

     1       —         —         1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to NCR ATMCo

   $ 36     $ (54   $ 1     $ (17
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share:

        

Basic

           (k  ) 

Diluted

           (k  ) 

Weight average common shares outstanding:

        

Basic

           (k  ) 

Diluted

           (k  ) 

See accompanying notes to unaudited pro forma combined financial statements.

 

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NCR ATMCo

Unaudited Pro Forma Combined Statements of Operations

 

For the year ended December 31, 2022 (in millions, except per share
amounts)
   Historical     Transaction
Accounting
Adjustments
    Autonomous
Entity
Adjustments
    Pro Forma  

Product revenue

   $ 1,098     $ —       $ 73 (m)    $ 1,171  

Service revenue

     3,033       —         184 (m)      3,217  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     4,131       —         257       4,388  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of products

     972       —         70 (m)      1,042  

Cost of services

     2,240       —         162 (m)      2,402  

Selling, general and administrative expenses

     586       —         14 (o)      600  

Research and development expenses

     64       —         —         64  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     3,862       —         246       4,108  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     269       —         11       280  

Related party interest expense, net

     (31     31 (l)      —         —    

Interest expense

     —         (238 )(b)      —         (238

Other (expense) income, net

     (81     53 (c)      —         (28
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     157       (154     11       14  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense

     50       216 (i)      3 (p)      269  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     107       (370     8       (255
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to noncontrolling interests

     (1     —         —         (1
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to NCR ATMCo

   $ 108     $ (370   $ 8     $ (254
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share:

        

Basic

           (k  ) 

Diluted

           (k  ) 

Weight average common shares outstanding:

        

Basic

           (k  ) 

Diluted

           (k  ) 

See accompanying notes to unaudited pro forma combined financial statements.

 

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Transaction Accounting Adjustments:

 

  (a)

This adjustment reflects the incurrence of indebtedness of $2,735 million to be issued in connection with the spin-off. The debt maturities range from 5 years to 8 years with an estimated weighted average interest rate of approximately 8.40%. Total original issue discount and deferred debt issuance costs associated with such indebtedness are $52 million, which will be amortized to Interest expense over the terms of the respective instruments and are reflected as a reduction to Long-term debt. In addition, the adjustment reflects an expected cash distribution of $2,515 million to NCR from the net proceeds received as partial consideration for the assets of NCR ATMCo that NCR is transferring to the Company in connection with the spin-off, provided that we expect to retain an amount in Cash and cash equivalents equal to $445 million after giving effect to the debt financing transactions and the settlement or termination of certain intercompany accounts payable or accounts receivable between the Company and NCR. The Company’s capital structure remains under review and will be finalized, along with the terms of such indebtedness, prior to the spin-off. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Financial Condition, Liquidity and Capital Resources” for additional details.

We also expect to enter into a 5-year Revolving Credit Facility of $500 million. However, the facilities are not expected to be utilized at the completion of the spin-off. The associated issuance costs of $5 million are recorded in Other assets and amortized to Interest expense over the term of the credit facility.

The following represents adjustments to Cash and cash equivalents:

 

In millions    As of March 31, 2023  

Cash received from issuance of debt

   $ 2,735  

Cash distribution to NCR at separation

     (2,515

Cash paid for original issue discount and debt issuance costs

     (57
  

 

 

 

Total pro forma adjustment to Cash and cash equivalents

   $ 163  
  

 

 

 

The following represents adjustments to Long-term debt:

 

In millions    As of March 31, 2023  

Cash received from issuance of debt

   $ 2,735  

Cash paid for original issue discount and debt issuance costs

     (52
  

 

 

 

Total pro forma adjustment to Long-term debt

   $ 2,683  
  

 

 

 

 

  (b)

The adjustment of $60 million and $238 million for the three months ended March 31, 2023 and the year ended December 31, 2022, respectively, represents approximately $58 million and $230 million of interest expense based on a weighted-average interest rate of approximately 8.40% and approximately $2 million and $8 million of amortization of original issue discount and debt issuance costs in connection with the incurrence of debt as described in note (a) above for the three months ended March 31, 2023 and the year ended December 31, 2022, respectively. The actual rates of interest can change from those assumed. If the actual rates that are incurred were to increase or decrease, for every incremental 0.125 percent change from those assumed in estimating pro forma interest expense, pro forma interest expense could increase or decrease by approximately $1 million and $3 million for the three months ended March 31, 2023 and the year ended December 31, 2022, respectively, and by approximately $3 million per year generally.

 

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The following represents adjustments to Interest expense:

 

In millions    Three
months
ended
March 31,
2023
     Year ended
December 31,
2022
 

Interest expense on total debt at estimated weighted average rate of approximately 8.40%

   $ 58      $ 230  

Amortization of original issue discount and debt issuance costs

     2        8  
  

 

 

    

 

 

 

Total pro forma adjustment to Interest expense from debt

   $ 60      $ 238  
  

 

 

    

 

 

 

 

  (c)

Reflects the impact of our assumption of certain pension assets and liabilities under defined benefit pension plans that are currently sponsored by NCR. NCR offers both funded and unfunded noncontributory defined benefit pension plans in certain jurisdictions that are shared amongst its businesses, including NCR ATMCo, and the participation of its employees and retirees in these plans is reflected in NCR ATMCo’s historical combined financial statements as though it participated in a multiemployer plan with NCR. A proportionate share of the service cost associated with these defined benefit plans is reflected in NCR ATMCo’s historical combined financial statements (see Note 7 “Employee Benefit Plans” to the historical combined financial statements), while any assets and liabilities associated with these defined benefit plans were not recorded on NCR ATMCo’s historical combined financial statements. As part of the spin-off, the pension plan assets and benefit obligations of certain defined benefit plans not reflected in the historical combined financial statements will be transferred to NCR ATMCo. As of March 31, 2023, the prepaid pension assets to be transferred to us amounted to $3 million and the net projected benefit obligation amounted to $437 million resulting in a net deferred tax asset of $105 million. We recorded a net pension plan liability as of March 31, 2023 as follows: $408 million in the United States, $14 million in Germany and $12 million in Italy, France, Austria, Chile and the Philippines, collectively. Additionally, we recognized incremental pro forma non-operating benefit (income) costs associated with these plans of $2 million and $(53) million for the three months ended March 31, 2023 and year ended December 31, 2022, respectively. Pursuant to the employee matters and separation and distribution agreements, we expect to make contributions to the underfunded U.S. pension plan following the spin-off.

 

In millions    As of March 31, 2023  

Prepaid pension cost

   $ 3  

Other current liabilities

     2  

Pension and indemnity plan liabilities

     435  

 

  (d)

Reflects additional postretirement and postemployment benefit obligations currently sponsored by NCR that will be transferred to NCR ATMCo in connection with the spin-off. NCR offers multiemployer plans that are shared amongst its business, including NCR ATMCo, and the participation in these postretirement and postemployment plans is reflected in NCR ATMCo’s historical combined financial statements as though it participated in a multiemployer plan with NCR. A proportionate share of the costs associated with these postretirement and postemployment benefit plans is reflected in NCR ATMCo’s historical combined financial statements (See Note 7 “Employee Benefit Plans” to the historical combined financial statements), while any liabilities associated with these benefit plans were not recorded on NCR ATMCo’s historical combined financial statements.

 

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As of March 31, 2023, the total postretirement benefit obligations to be transferred to us amounted to $5 million and the total postemployment benefit obligations, including severance, amounted to $68 million.

 

In millions    As of March 31, 2023  

Other current liabilities

   $ 28  

Other liabilities

     45  
  

 

 

 

Total pro forma adjustments to postretirement and postemployment benefit obligations

   $ 73  
  

 

 

 

 

  (e)

Reflects adjustments for certain assets and liabilities that are to be transferred to NCR ATMCo from Parent and Parent affiliates in connection with the spin-off. These assets and liabilities are to be transferred to NCR ATMCo and were not included in the historical combined financial statements as NCR ATMCo did not manage these shared assets and liabilities. The costs associated with these assets and liabilities have been allocated to NCR ATMCo and are included within the historical combined statements of operations. Generally, the shared assets and liabilities within these Parent entities to be transferred to NCR ATMCo relate to corporate overhead including information technology, administrative facilities, certain operational support assets and employee-related liabilities. Upon separation, these net assets will be transferred to NCR ATMCo and therefore the pro forma adjustments have been calculated based on each entity’s discrete balance sheet excluding any assets and liabilities to be retained by NCR. The table below summarizes specific adjustments to the assets and liabilities.

 

In millions    As of March 31, 2023  

Other current assets

   $ 45  

Property, plant and equipment, net

     22  

Operating lease assets

     19  

Other assets

     37  

Accounts payable

     30  

Payroll and benefit liabilities

     46  

Other current liabilities

     6  

Operating lease liabilities

     11  

Other liabilities

     2  

 

  (f)

Represents the reclassification of NCR’s net investment in our Company to Additional paid-in capital.

 

  (g)

Reflects the issuance of [●] of our common stock with a par value of $0.01 per share pursuant to the separation and distribution agreement. We have assumed the number of outstanding shares of our common stock based on [●] shares of NCR common stock outstanding on March 31, 2023 and a distribution ratio of [●] shares of our common stock for every [●] shares of NCR common stock. The actual number of shares issued will not be known until the record date for the distribution.

 

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  (h)

The Additional paid-in capital adjustments are summarized below:

 

In millions    As of March 31, 2023  

Net parent investment(f)

   $ 3,310  

Cash payment to NCR(a)

     (2,515

Pension plans(c)

     (434

Other retirement and benefits plans(d)

     (73

Net assets in shared legal entities being transferred to us(e)

     28  

Common stock issuance(g)

     [    

Deferred taxes and one-time cash tax(j), (p)

     (54

Related party(l)

     414  

Lease(q)

     (19
  

 

 

 

Total pro forma adjustment to Additional paid-in capital

   $ 657  
  

 

 

 

 

  (i)

Represents the current and deferred income tax impact of the transaction accounting pro forma adjustments as of and for the three months ended March 31, 2023 and for the year ended December 31, 2022. This adjustment was primarily calculated by applying the statutory tax rates in the respective jurisdictions to each of the pre-tax pro forma adjustments. The income tax benefit of $4 million for the three months ended March 31, 2023 does not reflect an income tax benefit of $9 million on $60 million of additional interest expense, as such, benefits are not realizable due to the 30% adjusted taxable income limitation under U.S. tax law and the lack of other sources of taxable income. The income tax expense of $216 million for the year ended December 31, 2022, does not reflect an income tax benefit of $46 million on $238 million of additional interest expense, as such benefits are not realizable due to the 30% adjusted taxable income limitation under US tax law and the lack of other sources of taxable income. The amount for the year ended December 31, 2022, also includes a $201 million non-cash nonrecurring charge related to the onshoring of certain non-U.S. intangible property ownership rights and restructuring changes to the Company’s legal entity structure. The internal restructuring includes both taxable and non-taxable transfers, undertaken to better align the NCR ATMCo businesses and legal entities to be separated from NCR. The tax impact of these transactions is based on estimated amounts that may change upon the completion of the valuation of assets and liabilities. Due to the complexities of the transactions, the tax impact could increase or decrease materially. NCR ATMCo’s post-separation effective income tax rate will be impacted by many factors, including the geographical mix of earnings and potential changes to the legal entity structure implemented subsequent to separation, and may as a result be materially different from the pro forma results.

 

  (j)

The tax effects of the pro forma adjustments at the applicable statutory income tax rates includes a reduction of $146 million in Deferred tax assets, a reduction of $111 million in Deferred tax liabilities and an increase of $23 million in Income tax accruals. The majority of the deferred tax asset impact reflected herein relates to the onshoring of certain non-U.S. intangible property ownership rights. The majority of the reduction in deferred tax liabilities includes the deferred tax impact related to certain pension assets and liabilities under defined benefit pension plans that are currently sponsored by NCR that will be transferred to NCR ATMCo prior to completion of the spin-off described in note (c) above. The increase to Income tax accruals is due to certain taxable transfers undertaken as part of internal restructuring to better align the NCR ATMCo businesses and legal entities to be separated from NCR.

 

  (k)

Pro forma basic and diluted earnings per share and pro forma weighted-average basic shares outstanding for the three months ended March 31, 2023 and the year ended December 31, 2022 reflect the number of shares of NCR ATMCo common stock which are expected to be outstanding upon completion of the spin-off (see note (g) above).

 

  (l)

Reflects an adjustment to extinguish the related party borrowings, the related party receivables and payables in connection with the spin-off. Upon separation, the Company will no longer have

 

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borrowings due to related party, related party receivable or related party payable. Accordingly, amounts have been removed from the unaudited pro forma combined balance sheet as of March 31, 2023. Additionally, the related party interest expense has been removed from the unaudited pro forma combined statements of operations for the three months ended March 31, 2023 and the year ended December 31, 2022.

Autonomous Entity Adjustments:

 

  (m)

Reflects the effect of commercial agreements that the Company and NCR intend to enter into prior to the spin-off reflecting new commercial pricing in these arrangements applied to historical allocations to and from NCR. The commercial agreements are primarily associated with maintenance services, manufacturing services, product resell and other support services and supply chain operations in certain jurisdictions.

 

  (n)

In connection with the spin-off, NCR ATMCo will enter into a transition service agreement (“TSA”) with NCR whereby NCR will continue to provide NCR ATMCo functional support services at a cost to NCR ATMCo, including finance, information technology, and other infrastructure and operational functions. The cost of the TSA is not expected to have a material impact on pro forma net income for the three months ended March 31, 2023 and the year ended December 31, 2022 as the historical combined statements of operations for those periods already reflect allocations of costs for these services that are not expected to be materially different under the TSA. Certain terms of the TSA will be finalized prior to the spin-off. The estimate that the TSA costs will not have a material impact is based upon the expected terms of the services to be provided under the TSA as of the date of this information statement and are subject to change. Any changes to the final terms are not expected to be significant.

 

  (o)

Reflects additional non-recurring charges from executed contracts with third party vendors related to the stand-up of NCR ATMCo as a standalone public company, which are expected to be incurred in relation to the separation. These charges primarily consist of incurred but not recorded and estimable costs covered by executed contracts related to legal, advisor fees, system implementation, business separation and other costs. These costs are necessary to facilitate the separation and establish the Company as an autonomous entity. These adjustments are comprised of non-recurring expenses of $0 and $14 million in Selling, general, and administrative expenses for the three months ended March 31, 2023 and the year ended December 31, 2022, respectively. Actual charges that will be incurred could be different from these estimates.

 

  (p)

Represents the current and deferred income tax impact of the autonomous entity pro forma adjustments as of March 31, 2023 and for the three months ended March 31, 2023 and the year ended December 31, 2022, respectively.

 

  (q)

Reflects the net impact of lease arrangements with third parties and lease and sub-lease arrangements with NCR for corporate offices and shared sites that have been entered into or will be entered into prior to the spin-off. These adjustments record the operating right-of-use assets and related operating lease liabilities based on the estimated present value of the lease payments over the lease term. There is no income statement impact as lease expense is expected to be consistent with facilities charges included in the historical combined statements of operations.

 

  (r)

The adjustment of $4 million for the three months ended March 31, 2023 reflects incremental non-recurring stock compensation expense related to adjustments made to accelerate vesting of certain equity awards. See “Questions and Answers about the Separation and Distribution” for additional details.

Management Adjustments:

We have elected to present management adjustments to the pro forma financial information and included all adjustments necessary for a fair statement of such information. Following the spin-off, we expect to incur incremental costs as a stand-alone entity in certain of our corporate functions (e.g., information technology,

 

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human resources and legal, among others) as well as certain operational functions (e.g., procurement, supply chain, call center and technical services, among others). We received the benefit of economies of scale as a business unit within NCR’s overall centralized model; however, in establishing these independent corporate and support functions, the expenses will be higher than the prior shared allocation.

As a stand-alone public company, we expect to incur certain costs in addition to those incurred pursuant to the commercial agreement as described in note (m) and other transaction and autonomous entity adjustments noted above. This includes costs resulting from:

 

   

Recurring and ongoing costs required to operate new functions for a public company such as external reporting, internal audit, treasury, investor relations, board of directors and officers, stock administration, and expanding the services of existing functions such as information technology, finance, supply chain, call center/services support, human resources, legal, tax, facilities, branding, security and insurance; and

 

   

One-time and non-recurring expenses associated with the separation and stand up of functions required to operate as a stand-alone public entity. These non-recurring costs consist of expected future costs and certain estimated costs based on future management actions related to system implementation costs, business and facilities separation, applicable employee-related costs, development of our brand and other matters. This excludes certain costs that pertain to executed vendor agreements for which the costs are incurred directly with the separation and captured in the autonomous entity adjustment described in note (o) above.

In order to estimate these additional expenses, the Company performed a budget assessment of the resources and associated one-time and recurring costs required for each function to stand up and operate NCR ATMCo as a standalone public company. This assessment was performed consistently across all functions resulting in certain functions having incremental costs and others having lower costs than the relevant corporate allocations included in the historical combined financial statements. The “corporate and operational support functions labor-based” adjustments presented in the tables below reflect the estimated personnel costs based on this assessment offset by the elimination of historical allocated costs included in the historical combined financial statements related to shared corporate personnel that will not join NCR ATMCo after the separation. The “corporate and operational support functions non-labor-based” adjustments presented in the tables below represent costs in excess of historical allocated costs included in the historical financial statements associated with outside services, information technology, real estate, human resources, legal, marketing, and investor relations fees and were determined by estimating third-party spend in each function.

Primarily as a result of the above items, NCR ATMCo expects to incur higher expenses than the historical allocated costs due to dis-synergies in order to operate as a standalone public company. The adjustments below reflect these dis-synergies, which are represented by higher costs of $30 million for the three months ended March 31, 2023 and $151 million for the year ended December 31, 2022. The Company also expects certain expenses to be lower than the historical shared allocation, resulting in synergies of $6 million and $35 million for the three months ended March 31, 2023 and the year ended December 31, 2022, respectively. The expected synergies represent lower expected costs than what was historically allocated as result of budgeted cost savings driven by headcount reductions primarily related to certain functions including information technology and global security.

Overall, we estimated that we would incur approximately $24 million of total incremental expenses (including one-time expenses of approximately $7 million and recurring expenses of $17 million) for the three months ended March 31, 2023 and $116 million of total expenses (including one-time expenses of approximately $74 million and recurring expenses of $42 million) for the year ended December 31, 2022.

These additional expenses resulting from the budget assessment have been estimated based on assumptions that our management believes are reasonable. However, actual additional costs that will be incurred could be different from the estimates and would depend on several factors, including the economic environment, results of

 

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contractual negotiations with third-party vendors, ability to execute on proposed separation plans, and strategic decisions made in areas such as information technology and infrastructure, supply chain, real-estate footprint, outsourcing, etc. In addition, adverse effects and limitations including those discussed in the section of this information statement entitled “Risk Factors” may impact actual costs incurred.

The unaudited pro forma combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the section of this information statement entitled “Forward-Looking Statements.” The tax effect has been determined by applying the respective statutory tax rates to the aforementioned adjustments in jurisdictions where valuation allowances were not required.

The table below sets forth the management adjustments for the three months ended March 31, 2023:

 

In millions, except per share amounts    Net Income
(loss)
    Basic and
diluted
income (loss)
per share
     Weighted
average
shares
 

Pro Forma*

   $ (17     

Management Adjustments

       

Synergies

       

Corporate and operational support functions labor-based(1)

     5       

Corporate and operational support functions non-labor-based(2)

     1       

Dis-synergies

       

Corporate and operational support functions labor-based(3)

     (10     

Corporate and operational support functions non-labor-based(4)

     (20     

Total management adjustments

     (24     

Tax effect

     6       
  

 

 

      

Pro forma net income (loss) after management’s adjustments

   $ (35     
  

 

 

      

 

*

As shown in the unaudited Pro Forma Combined Statements of Operations

(1)

Primarily related to information technology and global security

(2)

Primarily related to global security and general management

(3)

Primarily related to product and service operations (i.e., supply chain, customer engineers, etc.) and legal

(4)

Primarily related to third-party information technology, infrastructure, software and other third-party fees

The table below sets forth the management adjustments for the year ended December 31, 2022:

 

In millions, except per share amounts    Net Income
(loss)
    Basic and
diluted
income (loss)
per share
     Weighted
average
shares
 

Pro Forma*

   $ (254     

Management Adjustments

       

Synergies

       

Corporate and operational support functions labor-based(1)

     35       

Corporate and operational support functions non-labor-based

     —         

Dis-synergies

       

Corporate and operational support functions labor-based(2)

     (23     

Corporate and operational support functions non-labor-based(3)

     (128     

Total management adjustments

     (116     

Tax effect

     29       
  

 

 

      

Pro forma net income (loss) after management’s adjustments

   $ (341     
  

 

 

      

 

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*

As shown in the unaudited Pro Forma Combined Statement of Operations

(1)

Primarily related to information technology and global security

(2)

Primarily related to product and service operations (i.e., supply chain, customer engineering, etc.), legal and professional services

(3)

Primarily related to third-party information technology infrastructure, software and other third-party fees

 

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BUSINESS

Overview

We are an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to complete transactions seamlessly between various channels. Our comprehensive solutions enable the acceleration of self-directed banking through ATM and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into the market’s first turnkey, end-to-end platform which we have branded “ATM-as-a-Service”.

As ATM technology has evolved in recent years, the substantial majority of banking transactions can now be completed at the ATM, including cash deposits, withdrawals and other account services, as well as the origination of payments transactions such as bill payments and money transfer. In addition, the development of ITMs, that utilize remote bank employees to provide customer support and servicing via interactive video, enable customers to complete more complex transactions such as account opening, card issuance and replacement and loan applications. We believe that ATMs and ITMs are increasingly the delivery channel representing the majority of touch points for consumers, and for this reason, are critical to a broader digital banking strategy.

The secular nature of the growth in self-directed banking is in large part responsive to how financial institutions interact with their customers and the ensuing implications to the traditional branch banking operational model. With retail banking customers increasingly receptive to engagement outside the traditional branch banking environment, financial institutions are investing in non-branch channels to foster enhanced engagement with their customers. As such, ATMs and ITMs represent an increasing share of transactions relative to the legacy branch infrastructure.

These shifts in engagement have meaningful operating implications, particularly in the face of sustained margin pressure across the banking industry. We believe that self-service banking capabilities, and self-directed banking more broadly, represent an opportunity for financial institutions to rationalize legacy branch networks and instead invest in omni-channel engagement models, often in partnership with third party providers as part of a comprehensive and more cost-effective solution.

Our solutions are designed to enable the acceleration of digital transformation through software, services, and hardware, creating meaningful operating efficiencies while offering differentiated user experiences to their end consumers. ATM and ITM channels allow financial institutions to transform the traditional branch banking model and offer a more robust, efficient, and convenient banking experience to their customers.

Our solutions also offer distinct and powerful advantages to retailers and consumers. Through our ATMs and ITMs, retailers can create everyday banking destinations within their store footprints, driving new and repeat foot traffic and increased in-store spending while reducing the high labor costs associated with maintaining in-store financial services desks. Consumers benefit from increased convenience and connectivity through proximity to the network of approximately 85,000 ATM locations we own and operate including the Allpoint network, which we believe is the largest retail surcharge-free independent network of ATMs in the U.S.

We believe our comprehensive capabilities differentiate us in the marketplace for self-directed banking technology. Historically, banks and retailers would negotiate with a wide array of third-party technology and service providers, pairing disparate systems with internally developed technologies to assemble a disjointed self-directed banking offering. Our customers, in contrast, benefit from a comprehensive outsourced solution to a single vendor, improving the functionality and availability of a self-directed banking network and the predictability of the cost to operate.

Given the demands of our customers, we are continuing our transition to software-led solutions. Today, our software platform, which runs in the cloud and includes microservices and application programming interfaces

 

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(“APIs”) that integrate with our customers’ systems, and our ATM-as-a-Service solutions, bring together all our capabilities and competencies to power the technology to run our customers’ self-directed banking networks, at the same time allowing us to earn a greater proportion of recurring revenues.

We have grown organically, as well as through acquisitions, to add software, services and other capabilities that complement or enhance our existing portfolio. In 2021, we completed the acquisition of Cardtronics plc (“Cardtronics”) to accelerate our ATM-as-a-Service strategy, adding the Allpoint network to our suite of financial institution and retailer-focused payment technologies. We intend to continue pursuing opportunities to win new customers, expand our footprint and drive more transactions and foot traffic for our customers.

By delivering mission-critical solutions to a durable customer base under long term contracts, we generate diversified and largely recurring revenues across contracted software, services and predictable transactional revenue streams. We believe our scale, operational expertise and efficient use of capital, as a percentage of revenues, allows us to deliver meaningful free cash flows, with opportunities for further expansion as we pursue our growth objectives, undertake strategic acquisitions and return capital to our shareholders.

Industry Trends

Retail banking engagement models are quickly evolving, requiring banks to reconsider typically branch based strategies and introduce new, often hybrid engagement strategies combining digital and physical touchpoints. At the same time, competition, sustained technology investment and regulatory headwinds have created profit margin pressure across the entire retail banking industry, reinforcing the importance of operational efficiency. Self-directed banking solutions, such as ATMs and ITMs, offer a mission critical and operationally efficient complement to a digital banking platform. We believe retail banking is in the early stages of branch transformation and a secular pivot towards self-service.

We specifically see the following trends contributing to the expansion of our addressable market:

 

   

Shifting Consumer Preferences: The shift in general consumer preference and sentiment away from legacy branch-based engagement is coupling with a rapid expansion of digitally native retail banking services that is accelerating the importance of self-directed and self-service offerings among banks and credit unions as a complement to a digital strategy.

 

   

Growing cash withdrawals and usage: Despite growth in card-based and other non-cash payment volumes, overall cash withdrawals and usage continue to grow. Cash remains a dominant payment method across a vast array of transaction types, such as repetitive, low dollar-amount transactions, and consumer groups, such as the underbanked. According to the Federal Reserve Bank of San Francisco, from 2019 to 2021 the average cash balance in a physical wallet increased from $60 to $67, highlighting the importance of ATM access as a determining factor in consumer bank selection. According to Retail Banking Research (RBR), the volume of cash withdrawals has grown from 75 million in 2020 to 82 million in 2022 and according to the Federal Reserve Bank of San Francisco, the number and share of cash payments from 2020 to 2021 increased, highlighting the continued volume recovery post the COVID-19 pandemic. As the volume and value of cash withdrawals continue to rise, we expect to earn more revenue based on a growing global ATM footprint as well as increased per unit usage.

 

   

Branch transformation and focus on efficiency: With the expansion of retail banking services available through self-service or digital channels, many financial institutions have de-emphasized traditional physical branches. This trend towards shifting more customer transactions outside the branch has helped financial institutions lower operating costs. As a result, many banks have been reducing the number of physical branches they operate. In 2022, U.S. banks closed over 3,000 branches, according to S&P Market Intelligence. According to National Community Reinvestment Coalition (NCRC), 9% of all branch locations in the U.S. closed between 2017 and 2021, representing a loss of approximately

 

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7,500 branch locations. The closing of physical branches creates an opportunity for us to provide the financial institution’s customers with convenient access to ATMs and to work with the financial institutions to preserve a branded or unbranded physical presence through our ATMs and Allpoint network. We expect these investments in efficiency to continue.

 

   

Financial inclusion shifting the retail banking landscape: The un- and under-banked population represents a massive, largely greenfield opportunity that is reshaping the retail banking landscape. Technology and digitization is meaningfully reducing the cost to serve a retail customer, leading to the rise of digital-first banks and other fintechs (“challenger banks”) enabled by a modern, API driven technology infrastructure. Challenger banks are building basic but effective products within a constructive regulatory backdrop reflecting the fundamental support for challenger banks to bring banking services to a broader audience, a foundational element of financial inclusion.

Challenger banks today are expanding behind this initial addressable market. According to Cornerstone Advisors, more than a quarter of Americans age 21 to 26 years old and nearly a third of Americans age 27 to 41 now call a challenger bank their primary checking account provider. Across the thirteen challenger banks tracked by Cornerstone Advisors, active accounts grew 43% throughout 2021 to over 39 million. By partnering with us and joining the Allpoint network, these challenger banks can provide their customers with immediate access to 55,000 ATMs throughout our network, mitigating one of the key disadvantages – anytime and everywhere cash access versus traditional financial institutions.

 

   

Proliferation of e-commerce: Everyday retail transactions are increasingly occurring outside the traditional retail environment with the growing number of e-commerce companies. According to National Bureau of Economic Research (NBER), e-commerce has dramatically altered retail in the last two decades, with online sales growing from 0.63% of total retail sales in 1999 to 13.3% in 2021. ATMs can help counteract these online trends, encourage foot traffic back in-store to physical locations and drive increased customer shopping basket size as well as more in-store spending for offline traditional retailers. We believe that deploying ATMs has the potential to yield the most profitable square footage in a physical store given retailers benefit from both a revenue share on the ATM as well as the increased dollars that are re-spent at the store on larger purchase baskets.

Our Market Opportunity

We estimate there are currently over 3 million ATMs deployed globally, a figure that has grown from 1 million in the year 2000. According to internal Company data, ATMCo currently owns, manages or services approximately 800,000 ATMs across various deployment models.

We believe our current addressable market is approximately $25 billion. This includes the global market for ATM hardware, software and services, which currently represents $10 billion of our addressable market, according to data from Gartner, Ovum and internal estimates. The second component of our addressable market is for ATM network transactions such as withdrawals and deposits, which currently represents a $15 billion revenue opportunity.

We believe that this core market will annually grow in excess of GDP based on secular trends around self-directed banking. According to the U.S. Federal Reserve, cash in circulation continues to grow faster than Real GDP and we expect this trend to continue. Furthermore, we believe the ATM market may expand if more types of transactions are conducted at ATMs, including the purchase of Bitcoin, legal sports gaming accounts, bill payments and new account openings, potentially, we believe, providing a nearly $2 billion new revenue opportunity over time.

 

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Our Solutions

The comprehensive set of products and capabilities we deliver can be flexibly constructed into a solution to meet the needs of the customer. The flexibility of our model is well suited both for customers who are interested in a completely outsourced, turnkey solution and for those customers who prefer to integrate our products into their existing infrastructure. Our solutions consist of software, hardware, managed services, branding and the Allpoint network:

 

   

Software: We develop, install, support and run software, which we brand as our Digital First ATM software platform, to power a modern user experience for our proprietary and third-party hardware units. Select functionality includes device management, endpoint security, ATM marketing, cash management, transaction processing, personalization and application software. We have developed our software expressly to foster the digital first strategies of customers, including the requisite flexibilities to enable seamless add-ons, upgrades, maintenance and security. We can earn revenue on a recurring, subscription basis based on multi-year contracts. Our software strategy is the driving factor behind the evolution of our financial profile to a more recurring, lower capital model.

 

   

Hardware: We develop, assemble, distribute and maintain a variety of ATM hardware units. We can assemble and sell an ATM or ITM with or without embedding our own hardware-agnostic software. We can also repair or maintain our own units or third-party units. Our hardware products include multi-function ATMs, ITMs, cash dispensers and cash recycling ATMs. The breadth of our hardware offerings ensures that we can address the increasingly diverse use cases that financial services kiosks serve today, offering a valuable on-ramp to broader software and managed services offerings.

 

   

Managed Services: Our managed services, including ATM-as-a-Service solutions, help banks run their end-to-end ATM channel, including transaction processing, managing cash and cash delivery, supplies, and telecommunications as well as routine and technical maintenance. As part of this suite of services, we offer a full line of software such as multi-vendor ATM management systems software application suite and related hardware including multi-function ATMS, ITMs, thin-client ATMs, cash dispensers, and cash recycling ATMs. Additionally, we offer back office, cash management, software management, and ATM deployment, among other services.

 

   

Branding: With Company-owned ATMs we have an opportunity to augment revenue streams through branding arrangements, specifically by attaching customer logos to our units. These bank-branding arrangements allow a financial institution to expand geographically for less than the cost of building a branch location or owning an ATM. Under these arrangements, the financial institution’s customers have fee-free access to use the bank-branded ATMs. In return, we typically receive a fixed fee per branded ATM from the financial institution while retaining our standard fee schedule for other cardholders using the bank-branded ATMs.

 

   

Allpoint Network: We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to Allpoint, our retail-based ATM network, providing convenient and surcharge-free cash withdrawal and deposit access to end consumers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via NCRPay360.

The ATMs and ITMs we deploy are operated under either Company-owned, customer-owned, or partner-owned models, depending on the in-house capabilities of the customer. The majority of the kiosks we serve are ATMs, however financial institutions and retailers are increasingly looking to video teller solutions to offer more self-service options to their customers and we are well positioned to serve these needs.

In a Company-owned arrangement we place ATMs generally at well-known retailers such as Circle K, Costco, CVS, Kroger, Speedway, Target, and Walgreens. We also service and operate ATM networks on behalf of financial institutions in either a Company-owned or customer-owned model. We are typically responsible for all

 

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aspects of the ATM’s operations. This can include transaction processing, managing cash and cash delivery, supplies, and telecommunications, as well as routine and technical maintenance. We earn revenue on a per transaction basis from the surcharge fees charged to cardholders for the convenience of using our ATMs and from interchange fees charged to cardholders’ financial institutions for processing the transactions conducted on our ATMs, or on a fixed monthly recurring fee. As of December 31, 2022, we owned and operated approximately 85,000 ATMs, the majority of which are part of the Allpoint network.

In a customer-owned or partner-owned model, the bank, retail merchant or independent distributor owns the ATM and is usually responsible for providing cash and performing simple maintenance tasks while we generally provide processing only services or various managed services solutions. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, a fee per transaction, or a fee per service provided. Each managed service arrangement is a customized ATM management solution that can include any combination of the following services: monitoring, maintenance, cash management, cash delivery, customer service, transaction processing, and other types of related services. As of December 31, 2022, based on internal company data, we managed/serviced approximately 700,000 ATMs.

Digital First ATM Software Platform

Our Digital First ATM software platform powers our ATM hardware, enabling customers to drive a rich customer experience across their self-service channels and is the basis across which the majority of our solutions are driven, whether we are operating our own ATMs, operating ATM estates on behalf of our customers, or providing a platform that our customers operate in their own environments. We operate the platform on a fee for service basis or provide some/all of it to customers to operate in their own environment on a subscription license basis.

 

LOGO

Our ATM application software includes the following key components:

 

   

Device Management: Our device management software, NCR Vision, helps customers maximize uptime, availability, and profitability of their ATM network. NCR Vision provides access to the transaction and performance data of any self-service device allowing retailers and financial institutions to make faster, more informed decisions to improve consumer experience and business performance and is a key component in providing our customers a more holistic view of the performance of their consumer facing channels.

 

   

Endpoint Security: Our endpoint security software keeps ATMs secure with key capabilities including hard disk encryption, remote BIOS management and application whitelisting. This is an increasingly important module as the threat traditional cyber-attacks pose increases and non-traditional attacks emerge.

 

   

Marketing: Our marketing software brings together advertising and targeted marketing with scalable solutions that offer time-based, location-based, one- and two-way messaging, ATM preferences and

 

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digital receipts. These help banks improve conversion rates, drive new revenue, and increase user engagement.

 

   

Cash Management: Our cash management software, Optisuite, optimizes and reduces the cost to supply cash, which represents the highest cost item in an ATM operation. Our software algorithmically optimizes the entire cash supply chain from vaults through transport to the ATM and branch cash points.

 

   

Transaction Processing: Our transaction processing software includes two modules. Terminal Handler software makes it more efficient to deploy, manage and run ATMs by providing end-to-end terminal handler functionality while conforming to modern enterprise and cloud technologies. Terminal Handler delivers a step forward in operational efficiency by being switch independent, handling modern protocols, applying business rules via configuration rather than coding and fully integrating with the latest hardware and software. Our Authentic software operates a multi-faceted payments business from a single platform through an intelligent transaction processing platform that can accept any type of transaction from any device, source or system, authorize and authenticate the payment, then route it to any destination. Authentic offers multi-institution, multi-currency, multi-language, and multi-channel support and ensures compliance with EMV standards, contactless and mobile payment types as well as a debit card management solution.

 

   

Personalization: Our Connections software works with our Enterprise ATM application software to enable personalization of the ATM consumer experience to the consumer whether it is offering different transactions and services or a differentiated consumer user interface experience.

 

   

Application Software: Our modern ATM applications allow the ATM to be an active part of the digital-first strategy. Activate Enterprise for North America, and NDC Enterprise for international markets, are our simplified, digital-first ATM software application that offers easy deployment, standardized transactions, video-assisted banking and more for a modern ATM experience.

ATM-as-a-Service

Over time we have evolved our delivery model towards managed services and today we offer an ATM-as-a-Service solution. Within this solution we deliver fully outsourced ATM management to our clients to accelerate branch transformation and optimization strategies. This includes back office, operations, software management, transaction processing, security and compliance, and cash and cash-in-transit management. Prior to ATM-as-a-Service, financial institutions would need to manage these operations in-house or with disparate providers, creating additional costs and reducing flexibility. Our ATM-as-a-Service offering improves both the performance and availability of an ATM network while allowing our customers to interface with a single vendor, single contract, single monthly bill and single point of contact. Selected capabilities within our ATM-as-a-Service offering include:

 

   

Back Office: Full range of back-office functions from managing the hardware and software procurement to managing suppliers.

 

   

Transaction Management: Outsourced transaction processing and managing networks or card schemes to alleviate resources drain.

 

   

Cash Management: Machine learning, cash forecasting and cash in transit management ensures our customers’ ATMs maintain sufficient cash balances for their operations.

 

   

ATM Operations: Monitoring and maintaining ATM fleets, with 24/7 support and a global network of over [●] engineers.

 

   

Software Management: Ensuring ATM software environments remain secure, compliant, and supported by a team of experts.

 

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ATM Deployment: Designing, developing, and deploying ATMs allows our customers to outsource channel management and focus on their core businesses.

Allpoint Network

We own and operate the Allpoint network (also referred to as “Allpoint”), which we believe is the world’s largest retail-based surcharge-free ATM network (based on the number of participating ATMs). The Allpoint network has over 55,000 participating ATMs and provides surcharge-free ATM access to approximately 1,200 participating credit unions, banks and financial technology companies with a primary focus on fintechs and stored-value debit card issuers. For participants, Allpoint delivers the scale, density, and convenience of surcharge-free ATMs that surpass the largest banks in the U.S. Under Allpoint, we typically earn either a fixed monthly fee per cardholder or a fixed fee per transaction paid by the consumer’s financial institution or the card/benefit issuer. We also earn interchange revenues on each transaction performed at one of our participating Allpoint ATMs.

Allpoint also provides services to organizations that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general-purpose, payroll, and electronic benefits transfer cards. Under these programs, the issuing organizations pay Allpoint a fee per issued stored-value debit card or transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network.

The scale of the Allpoint network rivals the combined footprint of the top three U.S. banks, with 80% of the U.S. population living within five miles of an Allpoint ATM. The network footprint allows even the smallest participating financial institutions to offer consumers a self-service banking experience typically afforded only to customers of the largest money-center banks. In turn, participating institutions can efficiently foster loyalty and attract and retain more consumers.

In April, 2023 we announced an expanded partnership with Payfare Inc. which powers instant payouts and loyalty rewards for the largest gig economy platforms in the United States including DoorDash and Lyft. The expanded partnership allows Payfare Inc. cardholders to gain access to Allpoint cash-accepting ATMs, enabling cash deposit in addition to withdrawals. This growing relationship highlights Allpoint’s central positioning within the secular trend of financial inclusion and the benefits of our scale and ability to reach a broad audience.

Currently the Allpoint network extends throughout the U.S. and to the U.K., Canada, Mexico, Australia and New Zealand.

Competitive Strengths

Our differentiation and the basis for pursuing our growth objectives is based on the following competitive strengths:

 

   

Industry Leader: We believe we are the largest global provider of self-directed banking units, including both owned and managed ATMs and other kiosks. As of December 31, 2022, based on internal company data, we owned and operated approximately 85,000 units, managed/serviced approximately 700,000 units and reached a broad network of financial institutions and retailers through the Allpoint network. The scale afforded by our leading position is a distinct competitive advantage. Our globally recognized brand supports our customer acquisition, customer retention and commercial partnership objectives. The information we have from managing hundreds of thousands of units, notably the data around consumer use, unit performance and functionality, provides near real-time insights impacting our customers’ operations. Finally, the cash flows from our cash generative, recurring-revenue model help support a consistent reinvestment strategy.

 

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Comprehensive Platform: We believe we offer the market’s only truly comprehensive platform, allowing us to be a single vendor for our customers’ self-directed banking needs in a way that is differentiated from our competitors. Through our software, managed services and hardware, we offer capabilities extending across back office, operations, software management, transaction processing, security and compliance, and cash and cash-in-transit management. Furthermore, through our ATM-as-as-Service platform, we combine our full capability set into a turnkey, end-to-end platform completely alleviating our customers from the operational burden of running an in-house self-directed banking effort. Each of our models offers a distinct value proposition allowing our customers to efficiently drive consumer engagement and user experience.

 

   

Our Proprietary Allpoint Network: Our Allpoint network allows us to benefit from the network effects of connecting financial institutions with retail customers and ultimately end consumers. Our financial institution customers achieve a self-directed banking footprint that is larger than that of the top money-center banks, transforming the ATM channel into a cost-effective differentiator that also creates brand affinity for customers and prospects. Our retailer customers, meanwhile, benefit from additional foot traffic, sales velocity and opportunities to likewise build brand loyalty. Finally, end consumers – our customers’ customers – benefit from what is often a surcharge-free network access and enhanced cash-related and ATM-based services allowing them to transact where they live and spend money otherwise going to fees at our retailers’ locations. This collective value proposition serves as a valuable marketing and retention tool, drawing more customers and partners to the network.

 

   

ATM-as-a-Service Subscription Model: Our ATM-as-a-Service subscription model is the foundation for a turnkey platform that our customers rely upon to anchor their respective self-directed banking strategies. The model also provides us a recurring revenue stream that allows us to more effectively forecast our business and, in turn, invest in innovation and serve our customers.

 

   

Cloud Based Technology: Technology is a differentiating factor in self-directed banking. Our cloud-based software allows our customers to offer uniform functionality across a fleet of ATMs with the security, flexibility and pace of innovation inherent with cloud-based offerings. Previously, software would need to be installed on-premise, limiting flexibility. With a cloud-based solution we accelerate time to market, deploy solutions more easily and provide flexibility to add new software features. Selected software capabilities include universal software across both traditional ATM and ITM machine types, enabling ATMs as an access point for a range of digital and extended banking services, contactless card support, broad-based marketing, and the ability to add new services and transaction types.

 

   

Culture of Innovation: Innovation is a constant within self-directed banking as our customers’ rapidly advancing branch transformation initiatives continually raise the bar in self-directed banking functionality. Our leading position affords a unique perspective into the evolution of self-service banking and a unique opportunity to develop and deploy innovative new capabilities in partnership with our customers. This is a powerful input into our development engine, for instance catalyzing our introduction of Bitcoin trading and the development of NCRPay360, a secure way to enable cash-in and cash-out transactions from a single mobile app. We believe we are in the early days of a broader secular trend around kiosk-based financial services and will leverage our development flywheel to remain at the leading edge of innovation.

Business Strategy

Our business strategy and growth roadmap is defined by the following:

 

   

Increase transaction levels at existing locations: We believe there are opportunities to increase the number of transactions that occur at our existing ATM locations. In addition to our current initiatives that tend to drive additional transaction volumes to our ATMs, such as bank-branding and network-branding, we have developed and are continuing to develop new initiatives to drive incremental

 

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transactions to our existing ATM locations. These initiatives may include incentives to cardholders, such as coupons and rewards, which incentivize customers to visit our ATMs. We also continue to invest in data analytics to better understand our ATM usage patterns to help us identify growth opportunities.

 

   

Win more customers and expand our footprint: We have a long history and association with branch transformation through generations of products and thousands of customers, many of whom we have served for decades. We will continue to invest in the sales and customer success teams required to win and retain new customers and expand our ATM footprint. Our targeted customer acquisition strategy varies by customer type:

 

   

Retail: We believe the retail channel is substantially underpenetrated and an actionable opportunity to grow our network. The value proposition through retail partnerships is multi-faceted, most importantly driving increased foot traffic and sales velocity. We are investing in initiatives to more proactively help drive traffic and marketing for our retail partners, by for instance drawing cardholders to retail ATM locations in exchange for incentives and other retail offers.

 

   

Bank: We will continue to invest in winning more banks and credit unions, primarily seeking to deploy our ATM-as-a-Service model but also traditional company- and bank-owned models. Critically, we will continue to invest in our value proposition, ensuring that we allow our financial institution customers to offer a premier end-consumer experience at a material savings as compared to an internally developed ATM network.

 

   

Invest in the FinTech channel: We intend to invest to expand relationships with fintechs and card issuers, such as reloadable stored-value debit card issuers, digital-only balances held by consumers, and alternative payment networks, which are seeking an extensive and convenient ATM network to complement their card offerings and electronic-based accounts. Many leading fintechs and challenger digital banks and providers of consumer financial services that lack a physical branch or ATM network of their own have partnered with us to provide their customers with convenient and surcharge-free access to ATM services. We have seen strong transaction growth with this customer type, as many of these businesses promote the convenience of our Allpoint network as a value point to their customers and an integral part of their solution.

 

   

Shift traditional ATM business to recurring ATM-as-a-Service model: We intend to continue investing to win new ATM-as-a-Service customers as well as convert existing customers operating under a traditional model. We estimate that the contractual ATM-as-a-Service model doubles recurring revenue as compared to a traditional ATM hardware and maintenance contract of comparable size, expanding our total addressable market. This is because historically certain of our customers would purchase some of the components that make up our ATM-as-a-Service offering from third-parties. By combining all of these components into one ATM-as-a-Service offering, NCR ATMCo expects to expand its opportunities and expects to capture additional revenues. With an as-a-service model we have an opportunity to win incremental market share by improving the utility of our customers’ self-directed banking solutions, driving retention.

 

   

Grow the Allpoint network: As banks reduce physical footprints and digitize existing branches, and credit unions seek to expand with limited physical points of presence, our value proposition is only magnified, and our sales pipeline reflects this secular trend. We will continue to invest in bringing financial institutions and retailers to the Allpoint network to drive high margin incremental transaction volumes while allowing us to continue to re-invest in expanding and improving the network, reinforcing our competitive advantage. We believe the addition of deposit accepting functionality in the Allpoint network significantly expands the value proposition to our customers, allowing them to offer near branch functionality in secure convenient retail locations that their customers are in every day.

 

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Expand Total Addressable Market through product development: We see an opportunity to expand our addressable market by extending the breadth of our capabilities. For example, we are investing to introduce cashless card access and Bitcoin capabilities, extending ATM capabilities beyond cash access and balance inquiries. As another example, we are introducing cash deposit functionality specifically targeting retailers executing prepaid reloads, billpay and other cash-to-card consumer transactions which generate substantial daily cash balances.

 

   

International Expansion: We intend to continue investing in international expansion. As of December 31, 2022, our ATMs were deployed in over 65 countries and in 2022 we generated 55% of our revenue outside of the United States. We will focus our expansion and investment on high cash jurisdictions, such as Greece and Portugal, where we believe we have an opportunity to build Allpoint-like networks in partnership with broader, country-level banking systems.

 

   

Select M&A: We intend to continue to complement and accelerate our organic growth strategies through acquisitions. We have a successful record of identifying, executing, and integrating acquisitions, and we intend to continue to pursue acquisitions where they can accelerate our growth objectives and are strategically and financially accretive. We have a demonstrated track record of M&A execution and implementation, including the acquisitions of Cardtronics and LibertyX.

Our business strategy and growth roadmap allow us to remain on the leading edge of secular trends driving self-directed banking, the efficient and widespread availability of financial services and financial inclusion more broadly.

Our Segments

For reporting purposes, we are organized into the three following reportable segments:

 

   

Self-Service Banking - Offers solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer solutions to manage and run the ATM channel end-to-end for financial institutions that includes back office, cash management, software management and ATM deployment, among others. We serve over 15,000 bank and credit union customers worldwide. With our 40+ years of extensive industry experience, we have built a global network of customers in 140+ countries and have enabled more than 12,000 ITMs at more than 660 financial institutions globally.

 

   

Payments & Network - Provides a cost-effective way for financial institutions, fintechs, and neobanks to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our Allpoint retail-based ATM network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via NCRPay360. We also provide ATM branding solutions to financial institutions as well as ATM management and services to retailers and other businesses.

 

   

Telecommunications and Technology - Offers managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers. Our customers rely on us as a strategic partner to help them reduce complexity, improve cost efficiency, and enable global geographical reach. We deliver expert professional, field, and remote services for modern network technologies including Software-Defined Wide Area Networking, Network Functions Virtualization, Wireless Local Area Networks, Optical Networking, and Edge Networks.

 

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Sales and Marketing

We have a sales and marketing team of approximately [●] around the globe focused on developing and managing our relationships with financial institutions and retail customers. We typically organize our sales and marketing teams by customer type across retail and financial customers. Our sales and marketing teams focus on understanding customer needs and market or competitor dynamics, product development planning and market sizing, project lifecycle management and development, and analysis to evaluate if our services are meeting customer needs. Our product lifecycle approach ensures we have high-quality products that are launched consistently in a customer-centric manner. In addition to targeting new business opportunities, our sales and marketing teams support our customer retention and growth initiatives by building and maintaining relationships with our existing customers. We maintain sales teams for each of the geographic markets in which we currently operate.

In addition to targeting new business opportunities, our sales and marketing teams support our customer retention and growth initiatives by building and maintaining relationships with our existing customers. We seek to identify growth opportunities and have also worked to simplify and streamline our sales and marketing processes to maintain our high quality and consistent experience for customers.

Customers

We serve over 15,000 banks and credit unions worldwide. We have built a global network of customers in over 140 countries and have enabled over 12,000 ITMs at over 660 financial institutions globally.

In our retail channel we operate under long-term contracts with major national and regional merchants including convenience stores, gas stations, grocery stores, pharmacies, and other high-traffic locations. Our merchant-owned ATMs are typically deployed under arrangements with smaller independent merchants.

Competition

We believe that we are well-positioned to offer a comprehensive self-directed banking solution with our breadth of services, in-house expertise, and network of existing locations, that can leverage the economies of the physical services required to operate an ATM portfolio. However, there are several large financial services companies, equipment manufacturers, and service providers that currently offer some of the services we provide, with whom we compete directly in this area. Our competition consists of global ATM software, services and hardware companies including Diebold Nixdorf, Hyosung, Brinks and Euronet. Within our Allpoint network, historically, we have competed with financial institutions and other independent ATM deployers (commonly referred to as “IADs”) for additional ATM placements, new merchant accounts, branding, and acquisitions.

Research and Development

We remain focused on designing and developing solutions that anticipate our customers’ changing technological needs as well as consumer preferences. Our expenses for research and development were $64 million in 2022, $107 million in 2021, and $87 million in 2020. We anticipate that we will continue to have significant research and development expenditures in the future in order to provide a continuing flow of innovative, high-quality products and services and to help maintain and enhance our competitive position. Research and development costs primarily include payroll and benefit-related costs, contractor fees, facilities costs, infrastructure costs, and administrative expenses directly related to research and development support.

 

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Intellectual Property, including Patents and Trademarks

Intellectual property is of significant importance to us. We maintain a broad portfolio of intellectual property rights, including patents, copyrights, trademarks and trade secret rights. We use intellectual property rights, nondisclosure agreements, assignment agreements and other measures to protect and establish our intellectual property rights and ownership of our intellectual property. In many cases, we own the intellectual property relevant to or used by our business, but in other cases, we obtain licenses, including in supply arrangements, to access and use other parties’ intellectual property, including that of NCR. Although in the aggregate our intellectual property is materially important to NCR ATMCo and our business, we do not consider any single piece of technology, patent, copyright, trade secret or license to it to be of material importance to our business as a whole.

We believe we have and will continue to take reasonable measures to protect our intellectual property and build our portfolio of intellectual property rights, but we cannot be assured that any of our intellectual property rights or other intellectual property may not be challenged, found unenforceable or invalid, or used, copied, otherwise infringed or misappropriated by others. From time to time, we take actions to protect our business by asserting our intellectual property rights against third-party infringers or those who misappropriate our trade secrets.

We seek patent protection for our innovations, creations and developments, and other technology (including software) along with improvements to them, our hardware, products, services and solutions, especially where such protection is likely to provide strategic value to us. NCR ATMCo owns approximately [●] patents in the United States and numerous other