UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM SD
Specialized Disclosure Report
NCR CORPORATION
(Exact Name of Registrant Specified in Charter)
Commission File Number 001-00395
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Maryland
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31-0387920
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(State or Other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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3097 Satellite Boulevard
Duluth, GA 30096
(Address of principal executive offices and zip code)
Jennifer M. Daniels (212) 589-8417
(Name and telephone number, including area code, of the person to contact in connection with this report)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
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Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013.
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Section 1 – Conflict Minerals Disclosure
General
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure.
NCR Corporation (“NCR” or “the Company”, also referred to as “we” or “our”) has reviewed its products and determined that materials, parts or components necessary to the functionality of certain of our products may include the minerals listed in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which as of the date of this filing, include columbite-tantalite (also known as coltan); cassiterite; gold; wolframite; or their derivatives, tantalum, tin and tungsten (“Conflict Minerals"). While we do not source such materials directly, we have conducted in good faith a reasonable country of origin inquiry regarding those Conflict Minerals to determine whether such Conflict Minerals originated in the Democratic Republic of the Congo or an adjoining country (“Covered Countries”), or are from recycled or scrap sources (as defined in the Act). Based on our reasonable country of origin inquiry, which is an element of our due diligence program, described in more detail in our Conflict Minerals Report, while the Company has not determined that any of the Conflict Minerals in our products originated in a Covered Country, we are unable to conclude with certainty at this time that none of the Conflict Minerals in our products originated in a Covered Country. Accordingly, we have undertaken additional due diligence procedures in keeping with the rules adopted by the Securities and Exchange Commission pursuant to the Act and as set forth in our Conflict Minerals Report (attached here as Exhibit 1.01).
A copy of the Company’s Conflict Minerals Disclosure and Report can also be found at our website at http://www.ncr.com/about-ncr/corporate-responsibility/conflict-minerals. The content of any website referred to in this Form SD is included for general information only and is not incorporated by reference in this Form SD.
Item 1.02 Exhibit
A copy of the Company’s Conflict Minerals Report required by Item 1.01 is attached hereto as Exhibit 1.01.
Section 2 - Exhibits
Item 2.01 Exhibits
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD is filed as part of this report.
SIGNATURE
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 | |||
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Date: June 2, 2014
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By:
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/s/ Jennifer M. Daniels | |
| Name: Jennifer M. Daniels | |||
| Title: Vice President, General Counsel and Secretary | |||
Exhibit 1.01
Conflict Minerals Report of NCR Corporation
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission impose certain reporting obligations on public companies that manufacture or contract to manufacture products containing columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, tantalum, tin and tungsten (“Conflict Minerals”) that may have originated from the Democratic Republic of the Congo or adjoining countries (“Covered Countries”). Accordingly, and in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, NCR Corporation is making this Conflict Minerals Report for calendar year 2013. References in this report to “the Company,” “NCR,” “we,” or “us” mean NCR Corporation, including its subsidiaries.
1. Overview
NCR sells products and services that help business connect, interact and transact with their customers. Our portfolio of self-service and assisted-service solutions serve customers in the financial services, retail, hospitality, travel, and telecommunications and technology industries and include ATMs and other financial products, point of sale (POS) equipment, self-service kiosks, check and document imaging devices and consumables. Our products are complex and contain multiple materials, parts and components procured from numerous global suppliers. While we do not source any Conflict Minerals directly, we recognize that they may exist in the materials and components that we purchase and that are necessary to the functionality or production of the products we manufacture (either directly or by third party contract manufacturers).
NCR is committed to ethical practices and compliance with all applicable laws and regulations. As a result, we are committed to working with our suppliers to responsibly source the materials and components we use in manufacturing products for our customers. After exercising due diligence (as described below), while the Company has not determined that any of the Conflict Minerals in our products originated in a Covered Country, we are unable to conclude with certainty at this time that none of the Conflict Minerals in our products originated in a Covered Country. As described below, our diligence efforts remain ongoing.
2. Due Diligence
Consistent with the Act and guidance from the Organisation for Economic Co-operation and Development (OECD), we have designed our Conflict Minerals due diligence program to identify and assess risks in the supply chain; develop and implement a strategy to respond to identified risks; and report on supply chain due diligence.
NCR relies on supply chain transparency as a critical element of its due diligence in order to comply with its disclosure obligations with respect to Conflict Minerals. The process of tracing Conflict Minerals through the supply chain is dynamic and complex and begins with communication by the Company to its suppliers of materials, components and products (“Materials Suppliers”). Overall, we require our Materials Suppliers:
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To source materials from socially responsible suppliers and manufacturers;
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To undertake reasonable due diligence within their supply chain to determine the origin of the Conflict Minerals;
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To assist us to comply with the SEC regulations related to Conflict Minerals by providing all necessary disclosures/declarations; and
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To support supply chain changes required to eliminate Conflict Minerals from the products.
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NCR annually submits to all of its Materials Suppliers a Product Environmental Substance Disclosure specification, which requires the Materials Suppliers to make a declaration regarding their sourcing of Conflict Minerals in order to verify the origin of any Conflict Minerals that may be contained in their materials, components and products. As part of their declaration, Materials Suppliers are required to provide information regarding the presence of Conflict Minerals (if any) in products, as well as any related due diligence programs they undertake to assess the presence of such Conflict Minerals. Our Materials Suppliers must annually declare either that:
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All of the products and goods supplied to NCR did not contain Conflict Minerals that are necessary to the functionality or production of the product manufactured or contracted to be manufactured; OR
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Based on a ‘reasonable country of origin’ inquiry, they have no reason to believe that the products and goods supplied to NCR contained Conflict Minerals that may have originated in Covered Countries; OR
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All of the products and goods supplied to NCR were DRC Conflict Free; OR
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All of the products and goods supplied to NCR were not DRC Conflict Free; OR
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All of the products and goods supplied to NCR were DRC Conflict Undeterminable.1
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As an alternative to completing the annual declaration described above, Materials Suppliers have the option of providing comparable declarations on company letterhead or consistent with existing industry practices (such as the EICC GeSI Smelters disclosure process). As of the date of this filing, we have not received any declarations from any Materials Suppliers that their materials are “not DRC Conflict Free” but the results of our Conflict Minerals due diligence process are incomplete as we were unable to secure declarations from all Materials Suppliers.
NCR is developing additional processes to enhance its due diligence and awareness with respect to Conflict Minerals. These efforts include better integrating our due diligence process into existing IT systems and providing enhanced materials and training to internal procurement personnel with respect to best practices in managing Conflict Minerals compliance.
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1 This declaration is only available for the reporting periods of January 1 to December 31 for each of calendar years 2013 and 2014.
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