Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.66M
2: EX-4.7 Instrument Defining the Rights of Security Holders HTML 58K
5: EX-10.11.10 Material Contract HTML 969K
9: EX-10.11.6 Material Contract HTML 85K
6: EX-10.11.7 Material Contract HTML 89K
8: EX-10.11.8 Material Contract HTML 848K
7: EX-10.11.9 Material Contract HTML 926K
10: EX-10.13.19 Material Contract HTML 126K
3: EX-10.30 Material Contract HTML 330K
4: EX-10.6.7 Material Contract HTML 93K
11: EX-21 Subsidiaries List HTML 63K
12: EX-23.1 Consent of Expert or Counsel HTML 39K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
15: EX-32 Certification -- §906 - SOA'02 HTML 43K
22: R1 Cover Page HTML 101K
23: R2 Consolidated Statements of Operations HTML 170K
24: R3 Consolidated Balance Sheets HTML 192K
25: R4 Consolidated Statements of Comprehensive Income HTML 104K
26: R5 Consolidated Balance Sheets Parenthetical HTML 74K
27: R6 Consolidated Statements of Cash Flows HTML 172K
28: R7 Consolidated Statements of Changes in HTML 103K
Stockholders' Equity
29: R8 Description of Business and Significant Accounting HTML 195K
Policies
30: R9 Goodwill and Purchased Intangible Assets HTML 134K
31: R10 Business Combinations and Divestitures HTML 106K
32: R11 Segment Information HTML 131K
33: R12 Debt Obligations HTML 118K
34: R13 Income Taxes HTML 147K
35: R14 Employee Stock Compensation Plans HTML 101K
36: R15 Employee Benefit Plans HTML 532K
37: R16 Commitments and Contingencies Commitments and HTML 93K
Contingencies (Notes)
38: R17 Leasing (Notes) HTML 154K
39: R18 Series A Preferred Stock (Notes) HTML 58K
40: R19 Derivatives and Hedging Instruments HTML 101K
41: R20 Fair Value of Assets and Liabilities HTML 86K
42: R21 Accumulated Other Comprehensive Income (Loss) HTML 126K
(Aoci) (Notes)
43: R22 Revisions of Previously Issued Financial HTML 72K
Statements
44: R23 Supplemental Financial Information HTML 85K
45: R24 Quarterly Information (Unaudited) HTML 112K
46: R25 Schedule II - Valuation and Qualifying Accounts HTML 60K
47: R26 Description of Business and Significant Accounting HTML 164K
Policies (Policies)
48: R27 Description of Business and Significant Accounting HTML 132K
Policies (Tables)
49: R28 Goodwill and Purchased Intangible Assets (Tables) HTML 133K
50: R29 Business Combinations and Divestitures (Tables) HTML 105K
51: R30 Segment Information (Tables) HTML 140K
52: R31 Debt Obligations Debt Obligations (Tables) HTML 83K
53: R32 Income Taxes (Tables) HTML 147K
54: R33 Employee Stock Compensation Plans (Tables) HTML 96K
55: R34 Employee Benefit Plans (Tables) HTML 525K
56: R35 Commitments and Contingencies Warranty Reserve HTML 51K
(Tables)
57: R36 Derivatives and Hedging Instruments (Tables) HTML 98K
58: R37 Fair Value of Assets and Liabilities (Tables) HTML 80K
59: R38 Accumulated Other Comprehensive Income (Loss) HTML 128K
(Aoci) (Tables)
60: R39 Revisions of Previously Issued Financial HTML 82K
Statements (Tables)
61: R40 Supplemental Financial Information (Tables) HTML 101K
62: R41 Quarterly Information (Unaudited) (Tables) HTML 107K
63: R42 Description of Business and Significant Accounting HTML 43K
Policies Subsequent Events (Details)
64: R43 Description of Business and Significant Accounting HTML 50K
Policies - Revenue Recognition (Details)
65: R44 Description of Business and Significant Accounting HTML 81K
Policies Description of Business and Significant
Accounting Policies - Earnings Per Share (Basic)
(Details)
66: R45 Description of Business and Significant Accounting HTML 103K
Policies - Earnings Per Share (Diluted) (Details)
67: R46 Description of Business and Significant Accounting HTML 51K
Policies Cash and Cash Equivalents (Details)
68: R47 Description of Business and Significant Accounting HTML 50K
Policies Description of Business and Significant
Accounting Policies - Contract with Customer,
Asset and Liability (Details)
69: R48 Description of Business and Significant Accounting HTML 73K
Policies - Capitalized Software and Property,
Plant and Equipment (Details)
70: R49 Description of Business and Significant Accounting HTML 42K
Policies Remaining Performance Obligations
(Details)
71: R50 Description of Business and Significant Accounting HTML 43K
Policies Settlement Assets and Settlement
Liabilities (Details)
72: R51 Description of Business and Significant Accounting HTML 45K
Policies Recent Accounting Pronouncements
(Details)
73: R52 Description of Business and Significant Accounting HTML 48K
Policies - Allowance for Credit Loss (Details)
74: R53 Goodwill and Purchased Intangible Assets - HTML 76K
Schedule of Goodwill (Details)
75: R54 Goodwill and Purchased Intangible Assets Goodwill HTML 45K
impairment charges (Details)
76: R55 Goodwill and Purchased Intangible Assets - HTML 65K
Schedule of Acquired Intangibles (Details)
77: R56 Goodwill and Purchased Intangible Assets - HTML 55K
Amorization Expense (Details)
78: R57 Business Combinations and Divestitures D3 HTML 50K
Technology Details (Details)
79: R58 Business Combinations and Divestitures Schedule of HTML 59K
Business Acquisitions, by Acquisition - D3
Technology (Details)
80: R59 Business Combinations and Divestitures Intangibles HTML 55K
Acquired - D3 Technology (Details)
81: R60 Business Combinations and Divestitures Zynstra HTML 50K
Details (Details)
82: R61 Business Combinations and Divestitures Schedule of HTML 59K
Business Acquisitions, by Acquisition - Zynstra
(Details)
83: R62 Business Combinations and Divestitures Intangibles HTML 52K
Acquired - Zynstra (Details)
84: R63 Business Combinations and Divestitures Other 2019 HTML 55K
Acquisitions (Details)
85: R64 Business Combinations and Divestitures JetPay HTML 65K
Acquisition (Details)
86: R65 Business Combinations and Divestitures Intangibles HTML 54K
Acquired - JetPay (Details)
87: R66 Business Combinations and Divestitures JetPay Pro HTML 50K
Forma Information (Details)
88: R67 Business Combinations and Divestitures Origami HTML 62K
(Details)
89: R68 Segment Information - Revenue and Operating Income HTML 86K
By Segments (Details)
90: R69 Segment Information - Revenue from External HTML 50K
Customers by Products and Services (Details)
91: R70 Segment Information Geographic Area (Details) HTML 63K
92: R71 Segment Information Property, Plant and Equipment HTML 51K
by Geography (Details)
93: R72 Debt Obligations (Details) HTML 87K
94: R73 Debt Obligations Senior Secured Credit Facility HTML 119K
(Details)
95: R74 Debt Obligations Senior Unsecured Notes (Details) HTML 154K
96: R75 Debt Obligations Debt Obligations Receivables HTML 53K
Securitization Facility (Details)
97: R76 Debt Obligations Maturities of Long Term Debt HTML 58K
(Details)
98: R77 Debt Obligations Fair Value of Debt (Details) HTML 41K
99: R78 Income Taxes - Income from Continuing Operations HTML 49K
(Details)
100: R79 Income Taxes - Components of Income Tax (Benefit) HTML 65K
Expense (Details)
101: R80 Income Taxes - Income Tax Reconciliation (Details) HTML 90K
102: R81 Income Taxes - Deferred Taxes (Details) HTML 103K
103: R82 Income Taxes - Unrecognized Tax Benefit (Details) HTML 73K
104: R83 Employee Stock Compensation Plans - Allocated HTML 66K
Compensation, Assumptions and Shares Available
(Details)
105: R84 Employee Stock Compensation Plans - Restricted HTML 124K
Stock and Restricted Stock Units (Details)
106: R85 Employee Stock Compensation Plans - Other HTML 50K
Share-based Plans (Details)
107: R86 Employee Stock Compensation Plans - Stock Options HTML 134K
(Details)
108: R87 Employee Benefit Plans - Change in Benefit HTML 138K
Obligation and Plan Assets, Funded Status, Amounts
Recognized in Balance Sheet, and ABO in Excess of
Plan Assets (Details)
109: R88 Employee Benefit Plans - Change in Plan Assets HTML 67K
(Details)
110: R89 Employee Benefit Plans - Fair Value of Plan Assets HTML 281K
(Details)
111: R90 Employee Benefit Plans - Net Periodic Benefit HTML 78K
(Income) Cost (Details)
112: R91 Employee Benefit Plans - Assumptions, HTML 89K
Market-Related Value, and Unrecognized Loss
(Details)
113: R92 Employee Benefit Plans - Actual and Target HTML 82K
Allocations (Details)
114: R93 Employee Benefit Plans - Unobservable Input HTML 59K
Reconciliation (Details)
115: R94 Employee Benefit Plans - Estimated Future Benefit HTML 68K
Payments (Details)
116: R95 Employee Benefit Plans - Savings Plan (Details) HTML 46K
117: R96 Employee Benefit Plans Cash Contributions HTML 48K
(Details)
118: R97 Employee Benefit Plans - Amounts to be Recognized HTML 55K
(Details)
119: R98 Commitments and Contingencies Loss Contingencies HTML 114K
(Details)
120: R99 Commitments and Contingencies Warranty Reserve HTML 47K
Detail (Details)
121: R100 Leasing Lease Balances (Details) HTML 62K
122: R101 Leasing Lease Costs (Details) HTML 54K
123: R102 Leasing Supplemental Cash Flow Information HTML 51K
(Details)
124: R103 Leasing Present Value of Lease Liabilities HTML 79K
(Details)
125: R104 Leasing Narrative (Details) HTML 45K
126: R105 Leasing Weighted Average Lease Term and Interest HTML 49K
Rates (Details)
127: R106 Series A Preferred Stock (Details) HTML 84K
128: R107 Derivatives and Hedging Instruments Narrative HTML 48K
(Details)
129: R108 Derivatives and Hedging Instruments - Derivative HTML 67K
Fair Values (Details)
130: R109 Derivatives and Hedging Instruments - Gain (Loss) HTML 51K
on Derivatives (Details)
131: R110 Derivatives and Hedging Instruments - Gain (Loss) HTML 45K
on Derivatives Not Designated as Hedging
Instruments (Details)
132: R111 Fair Value of Assets and Liabilities (Details) HTML 71K
133: R112 Fair Value of Assets and Liabilities Assets HTML 50K
Measured at Fair Value on a Non-recurring basis
(Details)
134: R113 Accumulated Other Comprehensive Income (Loss) HTML 71K
(AOCI) Changes in Accumulated Other Comprehensive
Income (Loss) (Details)
135: R114 Accumulated Other Comprehensive Income (Loss) HTML 111K
(AOCI) Reclassifications (Details)
136: R115 Revisions of Previously Issued Financial HTML 77K
Statements (Details)
137: R116 Revisions of Previously Issued Financial HTML 52K
Statements - Reconciliation of Cash, Cash
Equivalents, and Restricted Cash (Details)
138: R117 Supplemental Financial Information Supplemental HTML 60K
Financial Information - Other (Expense) Income
(Details)
139: R118 Supplemental Financial Information - Accounts HTML 52K
Receivable (Details)
140: R119 Supplemental Financial Information - Inventory HTML 50K
(Details)
141: R120 Supplemental Financial Information Supplemental HTML 57K
Financial Information - Property, Plant and
Equipment (Details)
142: R121 Quarterly Information (unaudited) Narrative HTML 81K
(Details)
143: R122 Quarterly Information (unaudited) Statement of HTML 97K
Operations (Details)
144: R123 Schedule II - Valuation and Qualifying Accounts HTML 55K
(Details)
146: XML IDEA XML File -- Filing Summary XML 272K
21: XML XBRL Instance -- ncr-20201231_htm XML 7.68M
145: EXCEL IDEA Workbook of Financial Reports XLSX 229K
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THIRD AMENDMENT dated as of January 22, 2021 (this “Amendment”) to the CREDIT AGREEMENT dated as of August 22, 2011, as amended and restated as of July 25, 2013, as further amended and restated as of March 31, 2016, and as further amended and restated as of August 28, 2019 (as amended and in effect prior to the effectiveness
of this Amendment, the “Credit Agreement”), among NCR CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
WHEREAS, the Borrower and the Lenders whose signatures appear below, constituting all of the Revolving Lenders and the Required Lenders (collectively, the “Consenting Lenders”) have determined that, due to an administrative error, the current terms of the Credit Agreement do not reflect the intention of the parties with respect to the subject matter of this Amendment; and
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in the manner set forth
below, and the Consenting Lenders are willing to amend the Credit Agreement, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as amended hereby).
SECTION 2. Amendments to the Credit Agreement. Effective as of the Third Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a) the definition of
“Disqualified Equity Interests” in Section 1.01 of the Credit Agreement is amended and restated as follows:
““Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:
(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;
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(b)
is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or
(c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by the Company or any Subsidiary, in whole or in part, at the option of the holder thereof;
in each case, on or prior to the date 180 days after the latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the
Effective Date, the Effective Date); provided, however, that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan Document Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit and the termination or expiration of the Commitments, (ii) an Equity Interest in any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified
Equity Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (iii) the Existing Preferred shall not constitute Disqualified Equity Interests.”
(b) the definition of “Existing Preferred” in Section 1.01 of the Credit Agreement is amended and restated as follows:
“Existing Preferred” means the Company’s Series A Convertible Preferred Stock, par value $0.01, outstanding on the Effective Date.”
SECTION 3. Representations
and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Consenting Lenders that:
(a) This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
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(b) On the Third Amendment Effective
Date, and after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case, as though made on and as of the Third Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is so true and correct on and as of such prior date.
(c) On and as of the Third Amendment Effective Date, no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective on the date (the “Third Amendment
Effective Date”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts (which may include telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page of a signed counterpart of this Amendment) hereof that, when taken together, bear the authorized signatures of the Administrative Agent, the Borrower and Lenders constituting all of the Revolving Lenders and the Required Lenders. The Administrative Agent shall notify the Borrower and the Lenders of the Third Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges
and disbursements of counsel to the Administrative Agent.
SECTION 6. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders under the Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any of the other Loan Documents in similar or different circumstances.
(b) Notwithstanding anything to the contrary in the Credit Agreement, for purposes of determining the Applicable Rate under the Credit Agreement the Leverage Ratio for the four fiscal quarter period ended September 30, 2020 shall be recalculated after giving effect to this Amendment and a revised Compliance Certificate for such period shall be delivered by the Company to the Administrative Agent and each of the Revolving Lenders on the Third Amendment Effective Date (the “Revised Compliance Certificate”). Solely for the period from and after the Third Amendment Effective Date (but not for any day prior thereto) and until the next date on which the Applicable
Rate is determined in accordance with the definition thereof in the Credit Agreement, the Applicable Rate shall be determined by reference to the Revised Compliance Certificate.
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(c) On and after the Third Amendment Effective Date, any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.
(d) This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and each other Loan Document.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures (as defined below), deliveries or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
SECTION 9. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration
in interpreting, this Amendment.
SECTION 10. Incorporation by Reference. The submission to jurisdiction, service of process, venue, judgment currency, waiver of immunity, waiver of jury trial and electronic signature provisions set forth in the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
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IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
