UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 2017
NCR CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 001-00395
Maryland | 31-0387920 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3097 Satellite Boulevard
Duluth, Georgia 30096
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (937) 445-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01 Other Events.
On August 24, 2017, NCR Corporation issued a press release announcing that the United States District Court for the Eastern District of Wisconsin had approved the previously announced January 2017 consent decree settlement with the United States Government and the State of Wisconsin to effectively resolve the Wisconsin Fox River environmental cleanup and related Superfund litigation. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this current report on Form 8-K:
Exhibit No. | Description |
99.1 | Press Release issued by the Company, dated August 24, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NCR Corporation | ||
By: | /s/ Edward Gallagher | |
Edward Gallagher | ||
Senior Vice President, General Counsel and Corporate Secretary | ||
Date: August 24, 2017
Index to Exhibits
The following exhibits are included with this current report on Form 8-K:
Exhibit No. Description
99.1 Press Release issued by the Company, dated August 24, 2017.
EXHIBIT 99.1
[LOGO] NEWS RELEASE
NCR Announces Court Approval of
Fox River Consent Decree
Fox River Consent Decree
DULUTH, Ga.—August 24, 2017— NCR Corporation (NYSE: NCR) today announced Court approval of the consent decree settlement it entered into in January 2017 with the United States Government and the State of Wisconsin to effectively resolve the Wisconsin Fox River environmental cleanup and related Superfund litigation.
“Approval of this settlement should help bring to a conclusion this longstanding matter relating to cleanup efforts that NCR began many years ago,” said Edward Gallagher, General Counsel of NCR Corporation. “We are gratified by the Court’s decision to approve the settlement and the allocation of past and future responsibility it entails, and pleased that it will foster completion of the Fox River remediation.”
The Court-approved consent decree includes NCR’s commitments to complete the in-river cleanup work and to drop a potential appeal. It also incorporates the limitation of Superfund claims brought against the Company by other parties and discontinuation of the Company’s own such claims, and it envisions assignments of responsibility to other companies for certain future tasks. The decision, by the U.S. District Court for the Eastern District of Wisconsin, is subject to potential appeal.
With the contributions of its former corporate parents and affiliates from the past several decades, NCR has successfully performed the majority of the cleanup work to date. NCR is the only company to have consistently been involved in that work from its start in 2009 to the present.
NCR will not make any settlement payments under the consent decree, but will fund the remediation through contractors and vendors on a pay-as-it-goes basis. The settlement is expected to have no material impact on NCR’s free cash flow or its Fox River reserve, which was adjusted to account for the settlement and reported on earlier this year in NCR’s Form 10-K for 2016.
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About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in omni-channel solutions, turning everyday interactions with businesses into exceptional experiences. With its software, hardware and portfolio of services, NCR enables nearly 700 million transactions daily across retail, financial, travel, hospitality, telecom and technology, and small business. NCR solutions run the everyday transactions that make your life easier.
NCR Corporation (NYSE: NCR) is a leader in omni-channel solutions, turning everyday interactions with businesses into exceptional experiences. With its software, hardware and portfolio of services, NCR enables nearly 700 million transactions daily across retail, financial, travel, hospitality, telecom and technology, and small business. NCR solutions run the everyday transactions that make your life easier.
NCR is headquartered in Duluth, Ga., with over 30,000 employees and does business in 180 countries. NCR is a trademark of NCR Corporation in the United States and other countries. All other trademarks or registered trademarks are property of their respective owners.
NCR encourages investors to visit its website, which is updated regularly with financial and other important information about NCR.
Web site: www.ncr.com
Twitter: @NCRCorporation
Facebook: www.facebook.com/ncrcorp
LinkedIn: www.linkedin.com/company/ncr-corporation
YouTube: www.youtube.com/user/ncrcorporation
Twitter: @NCRCorporation
Facebook: www.facebook.com/ncrcorp
LinkedIn: www.linkedin.com/company/ncr-corporation
YouTube: www.youtube.com/user/ncrcorporation
News Media Contacts
NCR Corporation
Scott Sykes, 212-589-8428
scott.sykes@ncr.com
Scott Sykes, 212-589-8428
scott.sykes@ncr.com
Forward-Looking Statements. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “believe,” “will,” “should,” “would,” “could” and words of similar meaning. Statements that describe or relate to NCR’s plans, goals, intentions, strategies or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of NCR’s control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors described in NCR’s filings with the U.S. Securities and Exchange Commission, including in Item 1a of NCR’s most recent annual report on Form 10-K, and in NCR’s quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. NCR does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.