Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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2: EX-10.1 Material Contract HTML 30K
3: EX-10.2 Material Contract HTML 122K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
6: EX-32 Certification -- §906 - SOA'02 HTML 30K
13: R1 Document and Entity Information HTML 44K
14: R2 Condensed Consolidated Statements of Operations HTML 123K
(Unaudited)
15: R3 Condensed Consolidated Statements of Comprehensive HTML 77K
Income (Unaudited)
16: R4 Condensed Consolidated Balance Sheets (Unaudited) HTML 135K
17: R5 Condensed Consolidated Balance Sheets (Unaudited) HTML 64K
(Parenthetical)
18: R6 Condensed Consolidated Statements of Cash Flows HTML 122K
(Unaudited)
19: R7 Basis of Presentation and Summary of Significant HTML 48K
Accounting Policies
20: R8 Goodwill and Purchased Intangible Assets HTML 107K
21: R9 Debt Obligations HTML 103K
22: R10 Income Taxes HTML 30K
23: R11 Stock Compensation Plans HTML 52K
24: R12 Employee Benefit Plans HTML 126K
25: R13 Commitments and Contingencies HTML 81K
26: R14 Series A Convertible Preferred Stock HTML 39K
27: R15 Shareholders' Equity (Notes) HTML 54K
28: R16 Earnings Per Share HTML 139K
29: R17 Derivatives and Hedging Instruments HTML 153K
30: R18 Fair Value of Assets and Liabilities HTML 85K
31: R19 Segment Information and Concentrations HTML 104K
32: R20 Accumulated Other Comprehensive Income (Loss) HTML 137K
(Aoci)
33: R21 Restructuring Plan (Notes) HTML 70K
34: R22 Supplemental Financial Information HTML 46K
35: R23 Condensed Consolidating Supplemental Guarantor HTML 862K
Information
36: R24 Basis of Presentation and Summary of Significant HTML 48K
Accounting Policies (Policies)
37: R25 Goodwill and Purchased Intangible Assets (Tables) HTML 109K
38: R26 Debt Obligations (Tables) HTML 73K
39: R27 Stock Compensation Plans (Tables) HTML 46K
40: R28 Employee Benefit Plans (Tables) HTML 102K
41: R29 Commitments and Contingencies (Tables) HTML 37K
42: R30 Shareholders' Equity (Tables) HTML 57K
43: R31 Earnings Per Share (Tables) HTML 132K
44: R32 Derivatives and Hedging Instruments (Tables) HTML 149K
45: R33 Fair Value of Assets and Liabilities (Tables) HTML 80K
46: R34 Segment Information and Concentrations (Tables) HTML 100K
47: R35 Accumulated Other Comprehensive Income (Loss) HTML 139K
(Aoci) (Tables)
48: R36 Restructuring Plan (Tables) HTML 67K
49: R37 Supplemental Financial Information (Tables) HTML 50K
50: R38 Condensed Consolidating Supplemental Guarantor HTML 856K
Information (Tables)
51: R39 Basis of Presentation and Summary of Significant HTML 39K
Accounting Policies - Narrative (Details)
52: R40 Goodwill and Purchased Intangible Assets - HTML 52K
Schedule of Goodwill (Details)
53: R41 Goodwill and Purchased Intangible Assets - HTML 50K
Schedule of Acquired Intangibles (Details)
54: R42 Goodwill and Purchased Intangible Assets - HTML 44K
Amorization Expense (Details)
55: R43 Debt Obligations (Details) HTML 61K
56: R44 Debt Obligations - Senior Secured Credit Facility HTML 85K
(Details)
57: R45 Debt Obligations - Senior Unsecured Notes HTML 43K
(Details)
58: R46 Debt Obligations - Trade Receivables HTML 35K
Securitization Facility (Details)
59: R47 Debt Obligations - Fair Value of Debt (Details) HTML 27K
60: R48 Income Taxes Income Taxes (Details) HTML 28K
61: R49 Stock Compensation Plans (Details) HTML 52K
62: R50 Employee Benefit Plans - Pension (Details) HTML 44K
63: R51 Employee Benefit Plans - Postretirement (Details) HTML 34K
64: R52 Employee Benefit Plans - Postemployment (Details) HTML 44K
65: R53 Employee Benefit Plans - Narrative (Details) HTML 41K
66: R54 Commitments and Contingencies - Loss Contingencies HTML 77K
(Details)
67: R55 Commitments and Contingencies - Warranty Reserve HTML 32K
(Details)
68: R56 Series A Convertible Preferred Stock (Details) HTML 61K
69: R57 Shareholders' Equity (Details) HTML 81K
70: R58 Earnings Per Share - Basic Earnings Per Share HTML 65K
(Details)
71: R59 Earnings Per Share - Diluted Earnings Per Share HTML 79K
(Details)
72: R60 Derivatives and Hedging Instruments - Narrative HTML 32K
(Details)
73: R61 Derivatives and Hedging Instruments - Derivative HTML 57K
Fair Values (Details)
74: R62 Derivatives and Hedging Instruments - Gain (Loss) HTML 47K
on Derivatives (Details)
75: R63 Derivatives and Hedging Instruments - Gain (Loss) HTML 31K
on Derivatives Not Designated as Hedging
Instruments (Details)
76: R64 Fair Value of Assets and Liabilities (Details) HTML 58K
77: R65 Segment Information and Concentrations - Revenue HTML 56K
and Operating Income By Segments (Details)
78: R66 Segment Information and Concentrations - Revenue HTML 35K
from External Customers by Products and Services
(Details)
79: R67 Accumulated Other Comprehensive Income (Loss) HTML 48K
(AOCI) - Changes in Accumulated Other
Comprehensive Income (Loss) (Details)
80: R68 Accumulated Other Comprehensive Income (Loss) HTML 67K
(AOCI) - Reclassifications (Details)
81: R69 Restructuring Plan (Details) HTML 43K
82: R70 Restructuring Plan Restructuring Plan Roll forward HTML 36K
(Details)
83: R71 Supplemental Financial Information - Accounts HTML 38K
Receivable (Details)
84: R72 Supplemental Financial Information - Inventory HTML 36K
(Details)
85: R73 Condensed Consolidating Supplemental Guarantor HTML 138K
Information - Statement of Operations and
Comprehensive Income (Details)
86: R74 Condensed Consolidating Supplemental Guarantor HTML 200K
Information - Balance Sheets (Details)
87: R75 Condensed Consolidating Supplemental Guarantor HTML 130K
Information - Cash Flows (Details)
89: XML IDEA XML File -- Filing Summary XML 163K
88: EXCEL IDEA Workbook of Financial Reports XLSX 116K
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90: ZIP XBRL Zipped Folder -- 0000070866-17-000044-xbrl Zip 343K
2017 Director Restricted Stock Unit Grant Statement
Name of Grantee
Grant Date
No. of
Restricted Stock Units
You have been awarded the above number of NCR Corporation (“NCR”) restricted stock units (the “Stock Units”) under the NCR Corporation 2013 Stock Incentive Plan (the “Plan”), subject to the terms and conditions of this 2017 Director Restricted Stock Unit Grant Statement (this “Statement”), the Plan and the NCR Director Compensation Program (the "Program").
1. The Stock Units will vest during the one (1) year period beginning on the date upon which you were granted the Stock Units (the “Grant Date”), in four (4) equal quarterly installments commencing three
(3) months after the Grant Date, provided that you continuously serve as a Director of NCR until each quarterly vesting date. Notwithstanding the foregoing, if the Grant Date of your Stock Units is the date of an Annual Meeting of Stockholders, then, the fourth quarterly vesting will occur only if you continue to serve as a Director until the earlier of (a) the next Annual Meeting of Stockholders following the Grant Date, or (b) the first (1st) anniversary of the Grant Date.
2. The Stock Units will become fully vested if, prior to the one (1) year anniversary of the Grant Date, you die at a time while serving as a Director of NCR.
3. The vesting schedule will accelerate and the Stock Units will become fully vested if (1)
a Change in Control (as defined in Section 10(b) of the Plan) occurs, and (2) you cease to serve as a Director of NCR within twenty-four (24) months of the effective date of the Change in Control for any reason other than your willful engaging in illegal conduct or gross misconduct, as determined by the affirmative vote of a majority of the entire membership of the Board of Directors of NCR. In the event that Stock Units become vested due to your cessation of service as a Director of NCR pursuant to this Section 3, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), such Stock Units shall be paid upon your "separation from service" within the meaning of Section 409A of the Code; provided, however, that if you are a "specified employee" as determined under NCR's policy for determining specified employees on the date of separation from service, such Stock Units shall be paid, to the extent
required to comply with Section 409A of the Code, on the first business day after the date that is six months following your "separation from service" within the meaning of Section 409A of the Code.
4. Except as otherwise provided pursuant to (1) a deferral election in effect under Article IV of the Program or (2) Section 3 of this Statement, when vested, the Stock Units will be
1
paid to you in shares of NCR common stock, such that one Stock Unit equals one share of NCR common stock.
5. Any cash dividends declared before the vesting dates on the shares underlying the Stock Units shall
not be paid currently, but shall be converted to additional Stock Units, based on the fair market value of NCR common stock on the date the dividend is declared. Any Stock Units resulting from such conversion will be considered Stock Units for purposes of this Statement and will be subject to all of the terms, conditions and restrictions set forth herein.
6. You may designate one or more beneficiaries to receive all or part of any shares underlying the Stock Units to be distributed in case of your death, and you may change or revoke such designation at any time. In the event of your death, any shares underlying the Stock Units distributable hereunder that are subject to such a designation will be distributed to such beneficiary or beneficiaries in accordance with this Statement. Any other shares underlying the Stock Units not designated by you will be distributable to your
estate. If there shall be any question as to the legal right of any beneficiary to receive a distribution hereunder, the shares underlying the Stock Units in question may be transferred to your estate, in which event NCR will have no further liability to anyone with respect to such shares.
7. The terms of this award of Stock Units as evidenced by this Statement may be amended by the NCR Board of Directors or the Compensation and Human Resource Committee of the NCR Board of Directors, provided that no such amendment shall impair your rights hereunder without your consent.
8. In the event of a conflict between the terms and conditions of this Statement and the terms and conditions of the Plan, the terms and conditions of the Plan shall prevail.