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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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31-0387920
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Part III:
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Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the Registrant’s fiscal year end of December 31, 2014 are incorporated by reference into Part III of this Report.
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Item
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Description
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Page
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PART I
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1.
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1A.
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1B.
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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Name
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Age
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Position and Offices Held
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William R. Nuti
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51
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Chairman of the Board, Chief Executive Officer and President
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Michael B. Bayer
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51
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Senior Vice President and President, Retail Solutions Division
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Robert P. Fishman
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51
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Senior Vice President and Chief Financial Officer
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Andrew S. Heyman
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51
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Senior Vice President and President, Financial Services Division
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Andrea L. Ledford
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49
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Senior Vice President, Corporate Services and Chief Human Resources Officer
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Frederick ("Rick") Marquardt
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56
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Executive Vice President, Hardware Solutions, Services & Enterprise Quality
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•
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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;
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make it more difficult for us to satisfy our obligations with respect to our outstanding senior unsecured notes, including our change in control repurchase obligations;
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limit our ability to borrow additional money if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, on satisfactory terms or at all;
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limit our ability to adjust to changing economic, business and competitive conditions;
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place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing;
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make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic conditions; and
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make us more susceptible to adverse changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
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incur additional indebtedness;
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create liens on, sell or otherwise dispose of, our assets;
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engage in certain fundamental corporate changes or changes to our business activities;
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make certain material acquisitions;
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engage in sale-leaseback or hedging transactions;
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repurchase our common stock, pay dividends or make similar distributions on our capital stock;
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repay certain indebtedness;
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engage in certain affiliate transactions; and
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enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments.
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react to competitive product and pricing pressures;
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penetrate and meet the changing competitive requirements and deliverables in developing and emerging markets, such as India, China, Brazil and Russia;
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exploit opportunities in emerging vertical markets, such as travel and telecommunications and technology;
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cross-sell additional products and services to our existing customer base, including customers gained from our recent acquisitions;
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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;
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react on a timely basis to shifts in market demands;
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compete in reverse auctions for new and continuing business;
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reduce costs without creating operating inefficiencies or impairing product or service quality;
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maintain competitive operating margins;
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improve product and service delivery quality; and
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effectively market and sell all of our diverse solutions.
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the impact of ongoing and future sovereign debt, economic and credit conditions on the stability of national and regional economies and industries within those economies;
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political conditions and local regulations that could adversely affect demand for our solutions, or our ability to access funds and resources, or our ability to sell products in these markets;
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the impact of a downturn in the global economy, or in regional economies, on demand for our products;
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currency exchange rate fluctuations that could result in lower demand for our products as well as generate currency translation losses;
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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;
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government uncertainty, including as a result of new, or changes to, laws and regulations;
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the institution of, or changes to, trade protection measures, currency restrictions, and import or export licensing requirements;
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the successful implementation and use of systems, procedures and controls to monitor our operations in foreign markets;
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changing competitive requirements and deliverables in developing and emerging markets;
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work stoppages and other labor conditions or issues;
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disruptions in transportation and shipping infrastructure; and
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the impact of civil unrest relating to war and terrorist activity on the economy or markets in general, or on our ability, or that of our suppliers, to meet commitments.
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assimilating and integrating different business operations, corporate cultures, personnel, infrastructures (such as data centers) and technologies or products acquired or licensed;
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the potential for unknown liabilities within the acquired or combined business; and
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the possibility of conflict with joint venture or alliance partners regarding strategic direction, prioritization of objectives and goals, governance matters or operations.
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difficulties in the separation of operations, services, products and personnel;
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the diversion of management's attention from other business concerns;
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the retention of certain current or future liabilities in order to induce a buyer to complete a divestiture;
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the disruption of our business; and
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the potential loss of key employees.
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Item 5.
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MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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2014
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2013
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||||||||||||
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High
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Low
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High
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Low
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1st quarter
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$
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37.73
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$
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31.71
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1st quarter
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$
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29.76
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$
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25.74
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2nd quarter
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$
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37.18
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$
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28.64
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2nd quarter
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$
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34.31
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$
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25.64
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3rd quarter
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$
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35.76
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$
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30.14
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3rd quarter
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$
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39.94
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$
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32.79
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4th quarter
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$
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33.80
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$
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22.83
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4th quarter
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$
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41.63
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$
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31.38
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Company / Index
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2010
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2011
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2012
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2013
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2014
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NCR Corporation
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$
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138
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$
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148
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$
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229
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$
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306
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$
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262
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S&P 500 Stock Index
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$
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115
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$
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117
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$
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136
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$
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180
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$
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205
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S&P 500 Information Technology Sector
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$
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110
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$
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113
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$
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130
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$
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166
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$
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200
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S&P MidCap 400 Stock Index
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$
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127
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$
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124
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$
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147
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$
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196
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$
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215
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(1)
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In each case, assumes a $100 investment on December 31, 2009, and reinvestment of all dividends, if any.
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In millions, except per share and employee and contractor amounts
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For the years ended December 31
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2014
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2013
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2012
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2011
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2010
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Continuing Operations
(a)
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Revenue
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$
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6,591
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$
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6,123
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$
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5,730
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$
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5,291
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$
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4,711
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Income (loss) from operations
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$
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353
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$
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666
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$
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748
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$
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(148
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)
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$
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298
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Interest expense
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$
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(181
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)
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$
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(103
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)
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$
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(42
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)
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$
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(13
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)
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$
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(2
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)
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Income tax (benefit) expense
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$
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(48
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)
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$
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98
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$
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223
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$
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(66
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)
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$
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5
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Income (loss) from continuing operations attributable to NCR common stockholders
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$
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181
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$
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452
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$
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475
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$
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(97
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)
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$
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277
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Income (loss) from discontinued operations, net of tax
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$
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10
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$
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(9
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)
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$
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6
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$
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(93
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)
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$
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(10
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)
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Basic earnings (loss) per common share attributable to NCR common stockholders:
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||||||||||
From continuing operations
(a,b)
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$
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1.08
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$
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2.73
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$
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2.98
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$
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(0.61
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)
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$
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1.73
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From discontinued operations
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$
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0.06
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$
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(0.05
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)
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$
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0.04
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$
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(0.59
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)
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$
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(0.06
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)
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Total basic earnings (loss) per common share
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$
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1.14
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$
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2.68
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$
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3.02
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$
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(1.20
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)
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$
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1.67
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Diluted earnings (loss) per common share attributable to NCR common stockholders:
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||||||||||
From continuing operations
(a,b)
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$
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1.06
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$
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2.67
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$
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2.90
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$
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(0.61
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)
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$
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1.72
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From discontinued operations
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$
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0.06
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$
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(0.05
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)
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$
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0.04
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$
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(0.59
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)
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$
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(0.06
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)
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Total diluted earnings (loss) per common share
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$
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1.12
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$
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2.62
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$
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2.94
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$
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(1.20
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)
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$
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1.66
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Cash dividends per share
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$
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—
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|
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$
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—
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|
|
$
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—
|
|
|
$
|
—
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|
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$
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—
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As of December 31
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Total assets
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$
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8,607
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|
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$
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8,108
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$
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6,369
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$
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5,604
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$
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4,361
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Total debt
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$
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3,659
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|
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$
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3,354
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$
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1,963
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|
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$
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853
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|
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$
|
11
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Total NCR stockholders' equity
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$
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1,871
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$
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1,769
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$
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1,252
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|
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$
|
718
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|
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$
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883
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Number of employees and contractors
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30,200
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|
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29,300
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|
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25,700
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|
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23,500
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|
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21,000
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(a)
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Continuing operations excludes the costs and insurance recoveries relating to certain environmental obligations associated with discontinued operations, including the Fox River, Japan and Kalamazoo River matters, the closure of NCR's EFT payment processing business in Canada, and the results from our disposed healthcare solutions and Entertainment businesses.
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(b)
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The following income (expense) amounts, net of tax are included in income from continuing operations attributable to NCR for the years ended December 31:
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In millions
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2014
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2013
|
|
2012
|
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2011
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2010
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||||||||||
Pension (expense) benefit
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$
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(66
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)
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$
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58
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$
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117
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|
|
$
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(398
|
)
|
|
$
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(16
|
)
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Restructuring plan
|
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(116
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)
|
|
—
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|
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—
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|
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—
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|
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—
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|||||
Acquisition related amortization of intangibles
|
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(80
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)
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(48
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)
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(25
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)
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(8
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)
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—
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|||||
Acquisition related costs
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(20
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)
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(36
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)
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|
(16
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)
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|
(28
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)
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—
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|||||
OFAC and FCPA investigations
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(2
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)
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(2
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)
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(2
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)
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—
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|
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—
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|||||
Japan valuation reserve release
|
|
—
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|
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15
|
|
|
—
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|
|
—
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39
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|
|||||
Impairment charges
|
|
—
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|
|
—
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|
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(7
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)
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—
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(9
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)
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|||||
Legal settlements and charges
|
|
—
|
|
|
—
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|
|
—
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|
|
2
|
|
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(5
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)
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|||||
Incremental costs directly related to the relocation of the worldwide headquarters
|
|
—
|
|
|
—
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|
|
—
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|
|
—
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|
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(11
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)
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|||||
Total
|
|
$
|
(284
|
)
|
|
$
|
(13
|
)
|
|
$
|
67
|
|
|
$
|
(432
|
)
|
|
$
|
(2
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
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•
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Results were negatively impacted by redirected information technology spending and delayed customer rollouts in the retail solutions segment, difficult global macroeconomic conditions and unfavorable foreign currency impacts
|
•
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Revenue growth of approximately
8%
compared to full year
2013
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•
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Continued to experience growth in software-related revenue (which we measure by combining software license and maintenance revenue, cloud (or software as a service) revenue and professional services revenue associated with software delivery)
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•
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Completed the acquisition of Digital Insight Corporation
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•
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Commenced a restructuring plan in July 2014 to strategically allocate resources and position the Company to focus on higher-growth, higher-margin opportunities
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•
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Gain profitable share -
We have been working to shift our business model to focus on growth of higher margin software and services revenue, including by focusing our research and development efforts, changing and educating our sales force and executing transformative acquisitions in each of our core divisions. At the same time, we are continuing our effort to optimize our investments in demand creation to increase NCR’s market share in areas with the greatest potential for profitable growth, which include opportunities in self-service technologies with our core financial services, retail, and hospitality customers. We focus on expanding our presence in our core industries, while seeking additional growth by:
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◦
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penetrating market adjacencies in single and multi-channel self-service segments;
|
◦
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expanding and strengthening our geographic presence and sales coverage across customer tiers through use of the indirect channel; and
|
◦
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leveraging NCR Services and consumables solutions to grow our share of customer revenue, improve customer retention, and deliver increased value to our customers.
|
•
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Enhancing the customer experience -
We are committed to providing a customer experience to drive loyalty, focusing on product and software solutions based on the needs of our customers, a sales force enabled with the consultative selling model to better leverage the innovative solutions we are bringing to market, and sales and support service teams focused on delivery and customer interactions. We continue to rely on the Customer Loyalty Survey, among other metrics, to measure our current state and set a course for our future state where we aim to continuously improve with solution innovations as well as through the execution of our service delivery programs.
|
•
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Enhance our global service capability -
We continue to identify and execute various initiatives to enhance our global service capability. We also focus on improving our service positioning, increasing customer service attach rates for our products and improving profitability in our services business. Our service capability can provide us with a competitive advantage in winning customers and it provides NCR with an attractive and stable revenue source.
|
•
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Build the lowest cost structure in our industry -
We strive to increase the efficiency and effectiveness of our core functions and the productivity of our employees through our continuous improvement initiatives. In 2014, we began a comprehensive restructuring plan to reallocate resources to higher-growth, higher-margin opportunities by proactively end-of-lifeing older commodity hardware product lines, moving lower productivity services to new centers of excellence, rationalizing our hardware and software product lines and reducing layers of management and organizing internally around a division model. We will continue to execute this plan in 2015, and expect it to contribute meaningful savings and gains in productivity and efficiency.
|
•
|
Expand into emerging growth industry segments -
We are focused on broadening the scope of our self-service solutions from our existing customers to expand these solution offerings to customers in newer industry-vertical markets including telecommunications and technology as well as travel and small business. We expect to grow our business in these industries through integrated service offerings in addition to targeted acquisitions and strategic partnerships.
|
•
|
Innovation of our people -
We are committed to solution innovation across all customer industries. Our focus on innovation has been enabled by closer collaboration between NCR Services and our divisions, and the movement of our software development resources directly into our core divisions. Innovation is also driven through investments in training and developing our employees by taking advantage of our new world-class training centers. We expect that these steps and investments will accelerate the delivery of innovative solutions focused on the needs of our customers and changes in consumer behavior.
|
•
|
Pursue strategic acquisitions that promote growth and improve gross margin
- We have actively explored, and will continue selectively to explore, potential acquisition opportunities in the ordinary course of business to identify acquisitions that can accelerate the growth of our business and improve our gross margin mix, with a particular focus on software-oriented transactions. We may fund acquisitions through either equity or debt, including borrowings under our senior secured credit facility.
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
Revenue
|
|
$6,591
|
|
$6,123
|
|
$5,730
|
Gross margin
|
|
1,732
|
|
1,740
|
|
1,645
|
Gross margin as a percentage of revenue
|
|
26.3%
|
|
28.4%
|
|
28.7%
|
Operating expenses
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$1,012
|
|
$871
|
|
$742
|
Research and development expenses
|
|
263
|
|
203
|
|
155
|
Restructuring-related charges
|
|
104
|
|
—
|
|
—
|
Income from operations
|
|
$353
|
|
$666
|
|
$748
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
Product revenue
|
|
$2,892
|
|
$2,912
|
|
$2,854
|
Cost of products
|
|
2,153
|
|
2,152
|
|
2,144
|
Product gross margin
|
|
$739
|
|
$760
|
|
$710
|
Product gross margin as a percentage of revenue
|
|
25.6%
|
|
26.1%
|
|
24.9%
|
Services revenue
|
|
$3,699
|
|
$3,211
|
|
$2,876
|
Cost of services
|
|
2,706
|
|
2,231
|
|
1,941
|
Services gross margin
|
|
$993
|
|
$980
|
|
$935
|
Services gross margin as a percentage of revenue
|
|
26.8%
|
|
30.5%
|
|
32.5%
|
In millions
|
2014
|
% of Total
|
|
2013
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Constant Currency
(1)
|
Americas
|
$3,357
|
51%
|
|
$3,030
|
50%
|
|
11%
|
12%
|
Europe
|
1,594
|
24%
|
|
1,492
|
24%
|
|
7%
|
9%
|
Asia Middle East Africa (AMEA)
|
1,640
|
25%
|
|
1,601
|
26%
|
|
2%
|
5%
|
Consolidated revenue
|
$6,591
|
100%
|
|
$6,123
|
100%
|
|
8%
|
10%
|
In millions
|
2013
|
% of Total
|
|
2012
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Constant Currency
(1)
|
Americas
|
$3,030
|
50%
|
|
$2,823
|
49%
|
|
7%
|
8%
|
Europe
|
1,492
|
24%
|
|
1,459
|
26%
|
|
2%
|
1%
|
Asia Middle East Africa (AMEA)
|
1,601
|
26%
|
|
1,448
|
25%
|
|
11%
|
18%
|
Consolidated revenue
|
$6,123
|
100%
|
|
$5,730
|
100%
|
|
7%
|
9%
|
In millions
|
2014
|
|
2013
|
|
2012
|
Pension expense (benefit)
|
$152
|
|
$(78)
|
|
$(224)
|
Postemployment expense
|
89
|
|
18
|
|
37
|
Postretirement benefit
|
(15)
|
|
(15)
|
|
(14)
|
Total expense (benefit)
|
$226
|
|
$(75)
|
|
$(201)
|
•
|
Financial Services
- We offer 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 and payment processing hardware and software; cash management and video banking software and customer-facing digital banking services; and related installation, maintenance, and managed and professional services. We also offer a complete line of printer consumables.
|
•
|
Retail Solutions
- We offer solutions to customers in the retail industry designed to improve selling productivity and checkout processes as well as increase service levels. These solutions primarily include retail-oriented technologies, such as point of sale terminals and point of sale software; an omni-channel retail software platform with a comprehensive suite of retail software applications; innovative self-service kiosks, such as self-checkout; as well as bar-code scanners. We also offer installation, maintenance, managed and professional services and a complete line of printer consumables.
|
•
|
Hospitality
- We offer technology solutions to customers in the hospitality industry, serving businesses that range from a single store or restaurant to global chains and sports and entertainment venues. Our solutions include point of sale hardware and software solutions, installation, maintenance, managed and professional services and a complete line of printer consumables.
|
•
|
Emerging Industries
- We offer maintenance as well as managed and professional services for third-party computer hardware provided to select manufacturers, primarily in the telecommunications industry, who value and leverage our global service capability. Also included in the Emerging Industries segment are solutions designed to enhance the customer experience for the travel industry, such as self-service kiosks, and the small business industry, such as an all-in-one point of sale solution. Additionally, we offer installation, maintenance, and managed and professional services.
|
In millions
|
2014
|
|
2013
|
|
2012
|
Revenue
|
$3,561
|
|
$3,115
|
|
$3,201
|
Operating income
|
$543
|
|
$356
|
|
$327
|
Operating income as a percentage of revenue
|
15.2%
|
|
11.4%
|
|
10.2%
|
In millions
|
2014
|
|
2013
|
|
2012
|
Revenue
|
$2,008
|
|
$2,034
|
|
$1,667
|
Operating income
|
$155
|
|
$205
|
|
$102
|
Operating income as a percentage of revenue
|
7.7%
|
|
10.1%
|
|
6.1%
|
In millions
|
2014
|
|
2013
|
|
2012
|
Revenue
|
$659
|
|
$626
|
|
$522
|
Operating income
|
$91
|
|
$100
|
|
$85
|
Operating income as a percentage of revenue
|
13.8%
|
|
16.0%
|
|
16.3%
|
In millions
|
2014
|
|
2013
|
|
2012
|
Revenue
|
$363
|
|
$348
|
|
$340
|
Operating income
|
$31
|
|
$56
|
|
$75
|
Operating income as a percentage of revenue
|
8.5%
|
|
16.1%
|
|
22.1%
|
In millions
|
Total Amounts
|
2015
|
2016 - 2017
|
2018 - 2019
|
2020 & Thereafter
|
All Other
|
||||||||||||
Debt obligations
|
$
|
3,659
|
|
$
|
91
|
|
$
|
362
|
|
$
|
996
|
|
$
|
2,210
|
|
$
|
—
|
|
Interest on debt obligations
|
1,081
|
|
164
|
|
300
|
|
259
|
|
358
|
|
—
|
|
||||||
Estimated environmental liability payments
|
76
|
|
35
|
|
13
|
|
—
|
|
28
|
|
—
|
|
||||||
Lease obligations
|
251
|
|
92
|
|
112
|
|
32
|
|
15
|
|
—
|
|
||||||
Purchase obligations
|
970
|
|
802
|
|
99
|
|
46
|
|
23
|
|
—
|
|
||||||
Uncertain tax positions
|
188
|
|
4
|
|
—
|
|
—
|
|
—
|
|
184
|
|
||||||
Total obligations
|
$
|
6,225
|
|
$
|
1,188
|
|
$
|
886
|
|
$
|
1,333
|
|
$
|
2,634
|
|
$
|
184
|
|
•
|
a consolidated leverage ratio on the last day of any fiscal quarter, not to exceed (i) in the case of any fiscal quarter ending after June 30, 2014 and on or prior to December 31, 2014, (a) the sum of (x)
4.50
and (y) an amount (not to exceed
0.25
) to reflect new debt used to reduce NCR's underfunded pension liabilities, to (b)
1.00
, (ii) in the case of any fiscal quarter ending after December 31, 2014 and on or prior to December 31, 2016, (a) the sum of (x)
4.25
and (y) an amount (not to exceed
0.50
) to reflect new debt used to reduce NCR's underfunded pension liabilities, to (b)
1.00
, (iii) in the case of any fiscal quarter ending after December 31, 2016 and on or prior to December 31, 2017,
4.00
to
1.00
, and (iv) in the case of any fiscal quarter ending after December 31, 2017,
3.75
to
1.00
; and
|
•
|
an interest coverage ratio on the last day of any fiscal quarter greater than or equal to (i) in the case of any fiscal quarter ending on or prior to December 31, 2014,
3.00
to
1.00
, and (ii) in the case of any fiscal quarter ending after December 31, 2014,
3.50
to
1.00
.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Page
|
For the years ended December 31, (in millions, except per share amounts)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Product revenue
|
|
$
|
2,892
|
|
|
$
|
2,912
|
|
|
$
|
2,854
|
|
Service revenue
|
|
3,699
|
|
|
3,211
|
|
|
2,876
|
|
|||
Total revenue
|
|
6,591
|
|
|
6,123
|
|
|
5,730
|
|
|||
Cost of products
|
|
2,153
|
|
|
2,152
|
|
|
2,144
|
|
|||
Cost of services
|
|
2,706
|
|
|
2,231
|
|
|
1,941
|
|
|||
Selling, general and administrative expenses
|
|
1,012
|
|
|
871
|
|
|
742
|
|
|||
Research and development expenses
|
|
263
|
|
|
203
|
|
|
155
|
|
|||
Restructuring-related charges
|
|
104
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
6,238
|
|
|
5,457
|
|
|
4,982
|
|
|||
Income from operations
|
|
353
|
|
|
666
|
|
|
748
|
|
|||
Interest expense
|
|
(181
|
)
|
|
(103
|
)
|
|
(42
|
)
|
|||
Other (expense), net
|
|
(35
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|||
Income from continuing operations before income taxes
|
|
137
|
|
|
554
|
|
|
698
|
|
|||
Income tax (benefit) expense
|
|
(48
|
)
|
|
98
|
|
|
223
|
|
|||
Income from continuing operations
|
|
185
|
|
|
456
|
|
|
475
|
|
|||
Income (loss) from discontinued operations, net of tax
|
|
10
|
|
|
(9
|
)
|
|
6
|
|
|||
Net income
|
|
195
|
|
|
447
|
|
|
481
|
|
|||
Net income attributable to noncontrolling interests
|
|
4
|
|
|
4
|
|
|
—
|
|
|||
Net income attributable to NCR
|
|
$
|
191
|
|
|
$
|
443
|
|
|
$
|
481
|
|
Amounts attributable to NCR common stockholders:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
181
|
|
|
$
|
452
|
|
|
$
|
475
|
|
Income (loss) from discontinued operations, net of tax
|
|
10
|
|
|
(9
|
)
|
|
6
|
|
|||
Net income
|
|
$
|
191
|
|
|
$
|
443
|
|
|
$
|
481
|
|
Income per share attributable to NCR common stockholders:
|
|
|
|
|
|
|
||||||
Income per common share from continuing operations
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.08
|
|
|
$
|
2.73
|
|
|
$
|
2.98
|
|
Diluted
|
|
$
|
1.06
|
|
|
$
|
2.67
|
|
|
$
|
2.90
|
|
Net income per common share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.14
|
|
|
$
|
2.68
|
|
|
$
|
3.02
|
|
Diluted
|
|
$
|
1.12
|
|
|
$
|
2.62
|
|
|
$
|
2.94
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
167.9
|
|
|
165.4
|
|
|
159.3
|
|
|||
Diluted
|
|
171.2
|
|
|
169.3
|
|
|
163.8
|
|
For the years ended December 31 (in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
195
|
|
|
$
|
447
|
|
|
$
|
481
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(76
|
)
|
|
(53
|
)
|
|
(8
|
)
|
|||
Derivatives
|
|
|
|
|
|
||||||
Unrealized (loss) gain on derivatives
|
(1
|
)
|
|
2
|
|
|
(14
|
)
|
|||
Losses on derivatives arising during the period
|
4
|
|
|
6
|
|
|
1
|
|
|||
Less income tax (expense) benefit
|
(1
|
)
|
|
(3
|
)
|
|
3
|
|
|||
Securities
|
|
|
|
|
|
||||||
Unrealized gain on securities
|
—
|
|
|
3
|
|
|
—
|
|
|||
Gains on securities arising during the period
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Less income tax benefit (expense)
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Employee benefit plans
|
|
|
|
|
|
||||||
New prior service cost
|
(16
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|||
Amortization of prior service benefit
|
(20
|
)
|
|
(30
|
)
|
|
(17
|
)
|
|||
Net gain arising during the period
|
8
|
|
|
82
|
|
|
—
|
|
|||
Amortization of actuarial loss
|
—
|
|
|
8
|
|
|
14
|
|
|||
Less income tax benefit (expense)
|
4
|
|
|
(17
|
)
|
|
1
|
|
|||
Other comprehensive loss
|
(101
|
)
|
|
(8
|
)
|
|
(22
|
)
|
|||
Total comprehensive income
|
94
|
|
|
439
|
|
|
459
|
|
|||
Less comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net income
|
4
|
|
|
4
|
|
|
—
|
|
|||
Currency translation adjustments
|
(3
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|||
Amounts attributable to noncontrolling interests
|
1
|
|
|
(3
|
)
|
|
(4
|
)
|
|||
Comprehensive income attributable to NCR common stockholders
|
$
|
93
|
|
|
$
|
442
|
|
|
$
|
463
|
|
As of December 31 (in millions except per share amounts)
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
511
|
|
|
$
|
528
|
|
Restricted cash
|
—
|
|
|
1,114
|
|
||
Accounts receivable, net
|
1,404
|
|
|
1,339
|
|
||
Inventories
|
669
|
|
|
790
|
|
||
Other current assets
|
504
|
|
|
568
|
|
||
Total current assets
|
3,088
|
|
|
4,339
|
|
||
Property, plant and equipment, net
|
396
|
|
|
352
|
|
||
Goodwill
|
2,760
|
|
|
1,534
|
|
||
Intangibles, net
|
926
|
|
|
494
|
|
||
Prepaid pension cost
|
551
|
|
|
478
|
|
||
Deferred income taxes
|
349
|
|
|
441
|
|
||
Other assets
|
537
|
|
|
470
|
|
||
Total assets
|
$
|
8,607
|
|
|
$
|
8,108
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
187
|
|
|
$
|
34
|
|
Accounts payable
|
712
|
|
|
670
|
|
||
Payroll and benefits liabilities
|
196
|
|
|
191
|
|
||
Deferred service revenue and customer deposits
|
494
|
|
|
525
|
|
||
Other current liabilities
|
481
|
|
|
461
|
|
||
Total current liabilities
|
2,070
|
|
|
1,881
|
|
||
Long-term debt
|
3,472
|
|
|
3,320
|
|
||
Pension and indemnity plan liabilities
|
705
|
|
|
532
|
|
||
Postretirement and postemployment benefits liabilities
|
170
|
|
|
169
|
|
||
Income tax accruals
|
181
|
|
|
189
|
|
||
Environmental liabilities
|
44
|
|
|
121
|
|
||
Other liabilities
|
67
|
|
|
99
|
|
||
Total liabilities
|
6,709
|
|
|
6,311
|
|
||
Commitments and Contingencies (Note 10)
|
|
|
|
||||
Redeemable noncontrolling interest
|
15
|
|
|
14
|
|
||
Stockholders’ equity
|
|
|
|
||||
NCR stockholders’ equity
|
|
|
|
||||
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of December 31, 2014 and December 31, 2013
|
—
|
|
|
—
|
|
||
Common stock: par value $0.01 per share, 500.0 shares authorized, 168.6 and 166.6 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively
|
2
|
|
|
2
|
|
||
Paid-in capital
|
442
|
|
|
433
|
|
||
Retained earnings
|
1,563
|
|
|
1,372
|
|
||
Accumulated other comprehensive loss
|
(136)
|
|
|
(38)
|
|
||
Total NCR stockholders’ equity
|
1,871
|
|
|
1,769
|
|
||
Noncontrolling interests in subsidiaries
|
12
|
|
|
14
|
|
||
Total stockholders’ equity
|
1,883
|
|
|
1,783
|
|
||
Total liabilities and stockholders’ equity
|
$
|
8,607
|
|
|
$
|
8,108
|
|
For the years ended December 31 (in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
195
|
|
|
$
|
447
|
|
|
$
|
481
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations
|
(10
|
)
|
|
9
|
|
|
(6
|
)
|
|||
Depreciation and amortization
|
284
|
|
|
208
|
|
|
166
|
|
|||
Stock-based compensation expense
|
31
|
|
|
41
|
|
|
49
|
|
|||
Deferred income taxes
|
(125
|
)
|
|
3
|
|
|
144
|
|
|||
Gain on sale of property, plant and equipment and other assets
|
(5
|
)
|
|
(14
|
)
|
|
(10
|
)
|
|||
Impairment of long-lived and other assets
|
16
|
|
|
—
|
|
|
7
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(30
|
)
|
|
(136
|
)
|
|
(53
|
)
|
|||
Inventories
|
121
|
|
|
10
|
|
|
(42
|
)
|
|||
Current payables and accrued expenses
|
35
|
|
|
21
|
|
|
86
|
|
|||
Deferred service revenue and customer deposits
|
(34
|
)
|
|
36
|
|
|
31
|
|
|||
Employee benefit plans
|
105
|
|
|
(397
|
)
|
|
(994
|
)
|
|||
Other assets and liabilities
|
(59
|
)
|
|
53
|
|
|
(39
|
)
|
|||
Net cash provided by (used in) operating activities
|
524
|
|
|
281
|
|
|
(180
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(118
|
)
|
|
(116
|
)
|
|
(80
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
1
|
|
|
10
|
|
|
8
|
|
|||
Additions to capitalized software
|
(140
|
)
|
|
(110
|
)
|
|
(80
|
)
|
|||
Business acquisitions, net
|
(1,647
|
)
|
|
(780
|
)
|
|
(108
|
)
|
|||
Changes in restricted cash
|
1,114
|
|
|
(1,114
|
)
|
|
—
|
|
|||
Other investing activities, net
|
2
|
|
|
5
|
|
|
4
|
|
|||
Net cash used in investing activities
|
(788
|
)
|
|
(2,105
|
)
|
|
(256
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Short term borrowings, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Payments on term credit facilities
|
(37
|
)
|
|
(35
|
)
|
|
—
|
|
|||
Borrowings on term credit facilities
|
250
|
|
|
329
|
|
|
150
|
|
|||
Payments on revolving credit facilities
|
(1,050
|
)
|
|
(1,009
|
)
|
|
(860
|
)
|
|||
Borrowings on revolving credit facilities
|
1,146
|
|
|
1,009
|
|
|
720
|
|
|||
Proceeds from bond offerings
|
—
|
|
|
1,100
|
|
|
1,100
|
|
|||
Debt issuance costs
|
(5
|
)
|
|
(36
|
)
|
|
(19
|
)
|
|||
Tax withholding payments on behalf of employees
|
(28
|
)
|
|
(30
|
)
|
|
(12
|
)
|
|||
Proceeds from employee stock plans
|
13
|
|
|
57
|
|
|
53
|
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
(24
|
)
|
|
—
|
|
|||
Other financing activities
|
(5
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Net cash provided by financing activities
|
284
|
|
|
1,357
|
|
|
1,131
|
|
|||
Cash flows from discontinued operations
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
(1
|
)
|
|
(52
|
)
|
|
(114
|
)
|
|||
Net cash provided by investing activities
|
—
|
|
|
—
|
|
|
99
|
|
|||
Net cash used in discontinued operations
|
(1
|
)
|
|
(52
|
)
|
|
(15
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(36
|
)
|
|
(22
|
)
|
|
(9
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(17
|
)
|
|
(541
|
)
|
|
671
|
|
|||
Cash and cash equivalents at beginning of period
|
$
|
528
|
|
|
$
|
1,069
|
|
|
$
|
398
|
|
Cash and cash equivalents at end of period
|
$
|
511
|
|
|
$
|
528
|
|
|
$
|
1,069
|
|
|
|
|
|
|
|
||||||
Supplemental data
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
75
|
|
|
$
|
70
|
|
|
$
|
32
|
|
Interest
|
$
|
170
|
|
|
$
|
71
|
|
|
$
|
15
|
|
|
|
NCR Stockholders
|
|
|
|
|
|||||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Non-Redeemable Noncontrolling Interests in Subsidiaries
|
|
|
|||||||||||||||
in millions
|
|
Shares
|
|
Amount
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
|
|
Total
|
|||||||||||||||
December 31, 2011
|
|
158
|
|
|
$
|
2
|
|
|
$
|
287
|
|
|
$
|
448
|
|
|
$
|
(19
|
)
|
|
$
|
35
|
|
|
$
|
753
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
481
|
|
|
—
|
|
|
—
|
|
|
481
|
|
||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(4
|
)
|
|
(22
|
)
|
||||||
Total comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
481
|
|
|
(18
|
)
|
|
(4
|
)
|
|
459
|
|
||||||
Employee stock purchase and stock compensation plans
|
|
5
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||||
Dividend distribution to minority shareholder
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
December 31, 2012
|
|
163
|
|
|
$
|
2
|
|
|
$
|
358
|
|
|
$
|
929
|
|
|
$
|
(37
|
)
|
|
$
|
30
|
|
|
$
|
1,282
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
443
|
|
|
—
|
|
|
3
|
|
|
446
|
|
||||||
Other comprehensive (loss) income:
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|
(6
|
)
|
||||||
Total comprehensive (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
443
|
|
|
(1
|
)
|
|
(2
|
)
|
|
440
|
|
||||||
Employee stock purchase and stock compensation plans
|
|
4
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
||||||
Purchase of subsidiary shares from minority interest
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(28
|
)
|
||||||
Acquisition of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||||
Dividend distribution to minority shareholder
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
December 31, 2013
|
|
167
|
|
|
$
|
2
|
|
|
$
|
433
|
|
|
$
|
1,372
|
|
|
$
|
(38
|
)
|
|
$
|
14
|
|
|
$
|
1,783
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191
|
|
|
—
|
|
|
1
|
|
|
192
|
|
||||||
Other comprehensive (loss) income:
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
(1
|
)
|
|
(99
|
)
|
||||||
Total comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191
|
|
|
(98
|
)
|
|
—
|
|
|
93
|
|
||||||
Employee stock purchase and stock compensation plans
|
|
2
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Dividend distribution to minority shareholder
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
December 31, 2014
|
|
169
|
|
|
$
|
2
|
|
|
$
|
442
|
|
|
$
|
1,563
|
|
|
$
|
(136
|
)
|
|
$
|
12
|
|
|
$
|
1,883
|
|
In millions, except per share amounts
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income from continuing operations
|
|
$
|
181
|
|
|
$
|
452
|
|
|
$
|
475
|
|
Income (loss) from discontinued operations, net of tax
|
|
10
|
|
|
(9
|
)
|
|
6
|
|
|||
Net income attributable to NCR common stockholders
|
|
$
|
191
|
|
|
$
|
443
|
|
|
$
|
481
|
|
Weighted average outstanding shares of common stock
|
|
167.9
|
|
|
165.4
|
|
|
159.3
|
|
|||
Dilutive effect of employee stock options and restricted stock
|
|
3.3
|
|
|
3.9
|
|
|
4.5
|
|
|||
Diluted weighted average number of shares outstanding
|
|
171.2
|
|
|
169.3
|
|
|
163.8
|
|
|||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
1.08
|
|
|
$
|
2.73
|
|
|
$
|
2.98
|
|
From discontinued operations
|
|
0.06
|
|
|
(0.05
|
)
|
|
0.04
|
|
|||
Total basic earnings (loss) per share
|
|
$
|
1.14
|
|
|
$
|
2.68
|
|
|
$
|
3.02
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
1.06
|
|
|
$
|
2.67
|
|
|
$
|
2.90
|
|
From discontinued operations
|
|
0.06
|
|
|
(0.05
|
)
|
|
0.04
|
|
|||
Total diluted earnings (loss) per share
|
|
$
|
1.12
|
|
|
$
|
2.62
|
|
|
$
|
2.94
|
|
In millions
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance as of January 1
|
$
|
193
|
|
|
$
|
142
|
|
|
$
|
118
|
|
Capitalization
|
140
|
|
|
110
|
|
|
80
|
|
|||
Amortization
|
(69
|
)
|
|
(59
|
)
|
|
(56
|
)
|
|||
Impairment
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance as of December 31
|
$
|
257
|
|
|
$
|
193
|
|
|
$
|
142
|
|
•
|
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, that are observable either directly or indirectly
|
•
|
Level 3: Unobservable inputs for which there is little or no market data
|
•
|
Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
•
|
Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).
|
•
|
Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option pricing and excess earnings models).
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Other (expense), net
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Foreign currency fluctuations and foreign exchange contracts
|
|
(32
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|||
Impairment of an investment
|
|
(3
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Gain on sale of available for sale securities
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(10
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Total other (expense), net
|
|
$
|
(35
|
)
|
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
In millions
|
December 31, 2014
|
|
December 31, 2013
|
||||
Accounts receivable
|
|
|
|
||||
Trade
|
$
|
1,382
|
|
|
$
|
1,318
|
|
Other
|
41
|
|
|
39
|
|
||
Accounts receivable, gross
|
1,423
|
|
|
1,357
|
|
||
Less: allowance for doubtful accounts
|
(19
|
)
|
|
(18
|
)
|
||
Total accounts receivable, net
|
$
|
1,404
|
|
|
$
|
1,339
|
|
In millions
|
December 31, 2014
|
|
December 31, 2013
|
||||
Inventories
|
|
|
|
||||
Work in process and raw materials
|
$
|
132
|
|
|
$
|
135
|
|
Finished goods
|
148
|
|
|
202
|
|
||
Service parts
|
389
|
|
|
453
|
|
||
Total inventories
|
$
|
669
|
|
|
$
|
790
|
|
In millions
|
December 31, 2014
|
|
December 31, 2013
|
||||
Other current assets
|
|
|
|
||||
Current deferred tax assets
|
$
|
264
|
|
|
$
|
262
|
|
Other
|
240
|
|
|
306
|
|
||
Total other current assets
|
$
|
504
|
|
|
$
|
568
|
|
In millions
|
December 31, 2014
|
|
December 31, 2013
|
||||
Property, plant and equipment
|
|
|
|
||||
Land and improvements
|
$
|
32
|
|
|
$
|
40
|
|
Buildings and improvements
|
230
|
|
|
237
|
|
||
Machinery and other equipment
|
715
|
|
|
722
|
|
||
Property, plant and equipment, gross
|
977
|
|
|
999
|
|
||
Less: accumulated depreciation
|
(581
|
)
|
|
(647
|
)
|
||
Total property, plant and equipment, net
|
$
|
396
|
|
|
$
|
352
|
|
In millions
|
Fair Value
|
Tangible assets acquired
|
$73
|
Acquired intangible assets other than goodwill
|
559
|
Acquired goodwill
|
1,243
|
Deferred tax liabilities
|
(190)
|
Liabilities assumed
|
(37)
|
Total purchase consideration
|
$1,648
|
|
Estimated Fair Value
|
|
Weighted Average Amortization Period
(1)
|
||
|
(In millions)
|
|
(years)
|
||
Direct customer relationships
|
$
|
336
|
|
|
18
|
Technology - Software
|
121
|
|
|
5
|
|
Customer contracts
|
89
|
|
|
8
|
|
Tradenames
|
13
|
|
|
7
|
|
Total acquired intangible assets
|
$
|
559
|
|
|
13
|
(1)
|
Determination of the weighted average amortization period of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives is recognized over the period of time the assets are expected to contribute to future cash flows.
|
|
|
For the year ended December 31
|
||||||
In millions
|
|
2014
|
|
2013
|
||||
Revenue
|
|
$
|
6,599
|
|
|
$
|
6,450
|
|
Net income attributable to NCR
|
|
$
|
175
|
|
|
$
|
382
|
|
•
|
$8 million
, net of tax, in eliminated transaction costs as if those costs had been recognized in the prior-year period.
|
•
|
$15 million
, net of tax, in additional amortization expense for acquired intangible assets;
|
•
|
$53 million
, net of tax, in interest expense from NCR's 5.875% and 6.375% senior unsecured notes and incremental borrowings under NCR's senior secured credit facility and incremental credit facility, and;
|
•
|
$6 million
, net of tax, in transaction costs.
|
In millions
|
Fair Value
|
||
Cash and cash equivalents
|
$
|
127
|
|
Accounts receivable
|
107
|
|
|
Other tangible assets
|
56
|
|
|
Acquired goodwill
|
461
|
|
|
Acquired intangible assets other than goodwill
|
205
|
|
|
Deferred tax liabilities
|
(52
|
)
|
|
Liabilities assumed
|
(116
|
)
|
|
Total purchase consideration
|
$
|
788
|
|
|
|
Estimated
Fair Value
|
|
Weighted Average Amortization Period
(1)
|
||
|
(In millions)
|
|
(years)
|
|||
Direct customer relationships
|
|
$
|
121
|
|
|
20
|
Technology - Software
|
|
74
|
|
|
5
|
|
Trademarks
|
|
10
|
|
|
6
|
|
Total acquired intangible assets
|
|
$
|
205
|
|
|
14
|
(1)
|
Determination of the weighted average amortization period of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives is recognized over the period of time the assets are expected to contribute to future cash flows.
|
|
|
For the year ended December 31
|
||||||
In millions
|
|
2013
|
|
2012
|
||||
Revenue
|
|
$
|
6,156
|
|
|
$
|
5,992
|
|
Net income attributable to NCR
|
|
$
|
447
|
|
|
$
|
443
|
|
•
|
$13 million
in additional revenue associated with deferred revenue acquired, assuming the deferred revenue was acquired on January 1, 2012,
|
•
|
$2 million
, net of tax, in additional amortization expense for acquired intangible assets and
|
•
|
$5 million
, net of tax, in eliminated transaction costs as if those costs had been recognized in the prior-year period.
|
•
|
$16 million
in reduced revenue associated with deferred revenue acquired,
|
•
|
$15 million
, net of tax, in additional amortization expense for acquired intangible assets,
|
•
|
$20 million
, net of tax, in interest expense from the 4.625% senior unsecured notes and senior secured credit facility, and
|
•
|
$5 million
, net of tax, in transaction costs.
|
In millions
|
|
For the year ended December 31
|
||
|
2012
|
|||
Revenue
|
|
$
|
62
|
|
Operating expenses
|
|
101
|
|
|
Loss from operations
|
|
(39
|
)
|
|
Gain from divestiture of the business
|
|
33
|
|
|
Loss before income taxes
|
|
(6
|
)
|
|
Income tax benefit
|
|
(2
|
)
|
|
Loss from discontinued operations, net of tax
|
|
$
|
(4
|
)
|
|
January 1, 2014
|
|
|
|
|
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||
In millions
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|
Additions
|
|
Impairment
|
|
Other
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
||||||||||||||||||
Financial Services
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
255
|
|
|
$
|
1,243
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
1,493
|
|
|
$
|
—
|
|
|
$
|
1,493
|
|
Retail Solutions
|
581
|
|
|
(3
|
)
|
|
578
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
581
|
|
|
(7
|
)
|
|
574
|
|
|||||||||
Hospitality
|
676
|
|
|
—
|
|
|
676
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
669
|
|
|
—
|
|
|
669
|
|
|||||||||
Emerging Industries
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
24
|
|
|
—
|
|
|
24
|
|
|||||||||
Total goodwill
|
$
|
1,537
|
|
|
$
|
(3
|
)
|
|
$
|
1,534
|
|
|
$
|
1,243
|
|
|
$
|
(4
|
)
|
|
$
|
(13
|
)
|
|
$
|
2,767
|
|
|
$
|
(7
|
)
|
|
$
|
2,760
|
|
|
January 1, 2013
|
|
|
|
|
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||
In millions
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|
Additions
|
|
Impairment
|
|
Other
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
||||||||||||||||||
Financial Services
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
202
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
255
|
|
Retail Solutions
|
120
|
|
|
(3
|
)
|
|
117
|
|
|
461
|
|
|
—
|
|
|
—
|
|
|
581
|
|
|
(3
|
)
|
|
578
|
|
|||||||||
Hospitality
|
659
|
|
|
—
|
|
|
659
|
|
|
23
|
|
|
—
|
|
|
(6
|
)
|
|
676
|
|
|
—
|
|
|
676
|
|
|||||||||
Emerging Industries
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||||||
Total goodwill
|
$
|
1,006
|
|
|
$
|
(3
|
)
|
|
$
|
1,003
|
|
|
$
|
539
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
1,537
|
|
|
$
|
(3
|
)
|
|
$
|
1,534
|
|
|
Amortization
Period
(in Years)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
In millions
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|||||||||
Identifiable intangible assets
|
|
|
|
|
|
|
|
|
|
||||||||
Reseller & customer relationships
|
1 - 20
|
|
$
|
660
|
|
|
$
|
(63
|
)
|
|
$
|
328
|
|
|
$
|
(37
|
)
|
Intellectual property
|
2 - 8
|
|
393
|
|
|
(181
|
)
|
|
275
|
|
|
(118
|
)
|
||||
Customer contracts
|
8
|
|
89
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
||||
Tradenames
|
2 - 10
|
|
74
|
|
|
(24
|
)
|
|
61
|
|
|
(15
|
)
|
||||
Non-compete arrangements
|
2 - 5
|
|
8
|
|
|
(8
|
)
|
|
8
|
|
|
(8
|
)
|
||||
Total identifiable intangible assets
|
|
|
$
|
1,224
|
|
|
$
|
(298
|
)
|
|
$
|
672
|
|
|
$
|
(178
|
)
|
|
|
For the year ended December 31, 2014
|
|
For the years ended December 31 (estimated)
|
|||||||||||||||||||
In millions
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Amortization expense
|
|
120
|
|
|
$
|
127
|
|
|
$
|
125
|
|
|
$
|
116
|
|
|
$
|
85
|
|
|
$
|
75
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||||
In millions, except percentages
|
Amount
|
Weighted-Average Interest Rate
|
|
Amount
|
Weighted-Average Interest Rate
|
|||||
Short-Term Borrowings
|
|
|
|
|
|
|||||
Current portion of Senior Secured Credit Facility
(1)
|
$
|
85
|
|
2.91%
|
|
$
|
28
|
|
2.55%
|
|
Trade Receivables Securitization Facility
|
96
|
|
0.83%
|
|
—
|
|
—%
|
|||
Other
(2)
|
6
|
|
7.31%
|
|
6
|
|
7.11%
|
|||
|
Total short-term borrowings
|
$
|
187
|
|
|
|
$
|
34
|
|
|
Long-Term Debt
|
|
|
|
|
|
|||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|||||
|
Term loan facility due 2018
(1)
|
$
|
1,246
|
|
2.91%
|
|
$
|
1,087
|
|
2.55%
|
|
Revolving credit facility due 2018
(1)
|
—
|
|
|
|
—
|
|
|
||
Senior notes:
|
|
|
|
|
|
|
||||
|
5.00% Senior Notes due 2022
|
600
|
|
|
|
600
|
|
|
||
|
4.625% Senior Notes due 2021
|
500
|
|
|
|
500
|
|
|
||
|
5.875% Senior Notes due 2021
|
400
|
|
|
|
400
|
|
|
||
|
6.375% Senior Notes due 2023
|
700
|
|
|
|
700
|
|
|
||
Other
(2)
|
26
|
|
7.23%
|
|
33
|
|
7.21%
|
|||
|
Total long-term debt
|
$
|
3,472
|
|
|
|
$
|
3,320
|
|
|
(1)
|
Interest rates are weighted average interest rates as of
December 31, 2014
and
2013
related to the Senior Secured Credit Facility, which incorporate the impact of the interest rate swap agreement described in
Note 11, "Derivatives and Hedging Instruments."
|
(2)
|
Interest rates are weighted average interest rates as of
December 31, 2014
and
2013
primarily related to various international credit facilities and a note payable in the U.S.
|
•
|
a consolidated leverage ratio on the last day of any fiscal quarter, not to exceed (i) in the case of any fiscal quarter ending after June 30, 2014 and on or prior to December 31, 2014, (a) the sum of (x)
4.50
and (y) an amount (not to exceed
0.25
) to reflect new debt used to reduce NCR's underfunded pension liabilities, to (b)
1.00
, (ii) in the case of any fiscal quarter ending after December 31, 2014 and on or prior to December 31, 2016, (a) the sum of (x)
4.25
and (y) an amount (not to exceed
0.50
) to reflect new debt used to reduce NCR's underfunded pension liabilities, to (b)
1.00
, (iii) in the case of any fiscal quarter ending after December 31, 2016 and on or prior to December 31, 2017,
4.00
to
1.00
, and (iv) in the case of any fiscal quarter ending after December 31, 2017,
3.75
to
1.00
; and
|
•
|
an interest coverage ratio on the last day of any fiscal quarter greater than or equal to (i) in the case of any fiscal quarter ending on or prior to December 31, 2014,
3.00
to
1.00
, and (ii) in the case of any fiscal quarter ending after December 31, 2014,
3.50
to
1.00
.
|
|
|
|
|
For the years ended December 31
|
|
|
||||||||||||||||||||||
In millions
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
Debt maturities
|
|
$
|
3,659
|
|
|
$
|
91
|
|
|
$
|
220
|
|
|
$
|
142
|
|
|
$
|
995
|
|
|
$
|
1
|
|
|
$
|
2,210
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(235
|
)
|
|
$
|
29
|
|
|
$
|
280
|
|
Foreign
|
|
372
|
|
|
525
|
|
|
418
|
|
|||
Total income (loss) from continuing operations before income taxes
|
|
$
|
137
|
|
|
$
|
554
|
|
|
$
|
698
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax expense (benefit)
|
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(4
|
)
|
|
$
|
(13
|
)
|
|
$
|
6
|
|
State
|
|
2
|
|
|
3
|
|
|
—
|
|
|||
Foreign
|
|
79
|
|
|
105
|
|
|
73
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(88
|
)
|
|
19
|
|
|
155
|
|
|||
State
|
|
(7
|
)
|
|
(4
|
)
|
|
1
|
|
|||
Foreign
|
|
(30
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
(48
|
)
|
|
$
|
98
|
|
|
$
|
223
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax expense (benefit) at the U.S. federal tax rate of 35%
|
|
$
|
48
|
|
|
$
|
194
|
|
|
$
|
245
|
|
Foreign income tax differential
|
|
(72
|
)
|
|
(86
|
)
|
|
(50
|
)
|
|||
U.S. permanent book/tax differences
|
|
(2
|
)
|
|
3
|
|
|
(3
|
)
|
|||
Tax audit settlements
|
|
(15
|
)
|
|
—
|
|
|
(12
|
)
|
|||
Change in liability for unrecognized tax benefits
|
|
—
|
|
|
29
|
|
|
12
|
|
|||
Nondeductible transaction costs
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
U.S. valuation allowance
|
|
(8
|
)
|
|
—
|
|
|
17
|
|
|||
Valuation allowance releases
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|||
Tax extenders legislation
|
|
—
|
|
|
(16
|
)
|
|
14
|
|
|||
Other, net
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
(48
|
)
|
|
$
|
98
|
|
|
$
|
223
|
|
In millions
|
|
2014
|
|
2013
|
||||
Deferred income tax assets
|
|
|
|
|
||||
Employee pensions and other benefits
|
|
$
|
207
|
|
|
$
|
119
|
|
Other balance sheet reserves and allowances
|
|
170
|
|
|
170
|
|
||
Tax loss and credit carryforwards
|
|
739
|
|
|
719
|
|
||
Capitalized research and development
|
|
107
|
|
|
101
|
|
||
Property, plant and equipment
|
|
8
|
|
|
7
|
|
||
Other
|
|
32
|
|
|
52
|
|
||
Total deferred income tax assets
|
|
1,263
|
|
|
1,168
|
|
||
Valuation allowance
|
|
(294
|
)
|
|
(364
|
)
|
||
Net deferred income tax assets
|
|
969
|
|
|
804
|
|
||
Deferred income tax liabilities
|
|
|
|
|
||||
Intangibles
|
|
302
|
|
|
125
|
|
||
Taxable distribution
|
|
55
|
|
|
—
|
|
||
Capitalized software
|
|
32
|
|
|
20
|
|
||
Other
|
|
4
|
|
|
7
|
|
||
Total deferred income tax liabilities
|
|
393
|
|
|
152
|
|
||
Total net deferred income tax assets
|
|
$
|
576
|
|
|
$
|
652
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gross unrecognized tax benefits - January 1
|
|
$
|
277
|
|
|
$
|
256
|
|
|
$
|
273
|
|
Increases related to tax positions from prior years
|
|
34
|
|
|
33
|
|
|
24
|
|
|||
Decreases related to tax positions from prior years
|
|
(50
|
)
|
|
(33
|
)
|
|
(16
|
)
|
|||
Increases related to tax provisions taken during the current year
|
|
43
|
|
|
40
|
|
|
30
|
|
|||
Settlements with tax authorities
|
|
(14
|
)
|
|
(2
|
)
|
|
(35
|
)
|
|||
Lapses of statutes of limitation
|
|
(42
|
)
|
|
(17
|
)
|
|
(20
|
)
|
|||
Total gross unrecognized tax benefits - December 31
|
|
$
|
248
|
|
|
$
|
277
|
|
|
$
|
256
|
|
Shares in thousands
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value per Share
|
|||
Unvested shares as of January 1
|
|
5,309
|
|
|
$
|
22.30
|
|
Shares granted
|
|
2,339
|
|
|
$
|
31.85
|
|
Shares vested
|
|
(2,214
|
)
|
|
$
|
19.35
|
|
Shares forfeited
|
|
(884
|
)
|
|
$
|
27.63
|
|
Unvested shares as of December 31
|
|
4,550
|
|
|
$
|
27.78
|
|
Shares in thousands
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Service-based shares
|
|
1,288
|
|
|
$
|
33.15
|
|
Performance-based shares
|
|
1,051
|
|
|
$
|
30.25
|
|
Total restricted stock grants
|
|
2,339
|
|
|
$
|
31.85
|
|
|
|
2012
|
|
Dividend yield
|
|
—
|
|
Risk-free interest rate
|
|
0.78
|
%
|
Expected volatility
|
|
40.1
|
%
|
Expected holding period (years)
|
|
5.0
|
|
Shares in thousands
|
|
Shares Under Option
|
|
Weighted Average Exercise Price per Share
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in millions)
|
|||||
Outstanding as of January 1
|
|
1,938
|
|
|
$
|
17.32
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(455
|
)
|
|
$
|
15.57
|
|
|
|
|
|
||
Forfeited or expired
|
|
(3
|
)
|
|
$
|
16.07
|
|
|
|
|
|
||
Outstanding as of December 31
|
|
1,480
|
|
|
$
|
17.86
|
|
|
3.30
|
|
$
|
17
|
|
Fully vested and expected to vest as of December 31
|
|
1,480
|
|
|
$
|
17.86
|
|
|
3.30
|
|
$
|
17
|
|
Exercisable as of December 31
|
|
1,473
|
|
|
$
|
17.86
|
|
|
3.28
|
|
$
|
17
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation as of January 1
|
|
$
|
2,931
|
|
|
$
|
3,462
|
|
|
$
|
2,214
|
|
|
$
|
2,249
|
|
|
$
|
5,145
|
|
|
$
|
5,711
|
|
Net service cost
|
|
—
|
|
|
—
|
|
|
12
|
|
|
14
|
|
|
12
|
|
|
14
|
|
||||||
Interest cost
|
|
130
|
|
|
124
|
|
|
81
|
|
|
79
|
|
|
211
|
|
|
203
|
|
||||||
Amendment
|
|
—
|
|
|
—
|
|
|
18
|
|
|
4
|
|
|
18
|
|
|
4
|
|
||||||
Actuarial (gain) loss
|
|
353
|
|
|
(271
|
)
|
|
332
|
|
|
(45
|
)
|
|
685
|
|
|
(316
|
)
|
||||||
Benefits paid
|
|
(1,143
|
)
|
|
(410
|
)
|
|
(393
|
)
|
|
(113
|
)
|
|
(1,536
|
)
|
|
(523
|
)
|
||||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Settlement
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Special termination benefit cost
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||||
Acquired pension obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
19
|
|
|
(160
|
)
|
|
19
|
|
||||||
Benefit obligation as of December 31
|
|
$
|
2,271
|
|
|
$
|
2,931
|
|
|
$
|
2,106
|
|
|
$
|
2,214
|
|
|
$
|
4,377
|
|
|
$
|
5,145
|
|
Accumulated benefit obligation as of December 31
|
|
$
|
2,271
|
|
|
$
|
2,931
|
|
|
$
|
2,070
|
|
|
$
|
2,180
|
|
|
$
|
4,341
|
|
|
$
|
5,111
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets as of January 1
|
|
$
|
2,683
|
|
|
$
|
3,022
|
|
|
$
|
2,373
|
|
|
$
|
2,228
|
|
|
$
|
5,056
|
|
|
$
|
5,250
|
|
Actual return on plan assets
|
|
326
|
|
|
(116
|
)
|
|
433
|
|
|
129
|
|
|
759
|
|
|
13
|
|
||||||
Company contributions
|
|
18
|
|
|
187
|
|
|
69
|
|
|
96
|
|
|
87
|
|
|
283
|
|
||||||
Benefits paid
|
|
(1,143
|
)
|
|
(410
|
)
|
|
(393
|
)
|
|
(113
|
)
|
|
(1,536
|
)
|
|
(523
|
)
|
||||||
Currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
30
|
|
|
(160
|
)
|
|
30
|
|
||||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Fair value of plan assets as of December 31
|
|
$
|
1,884
|
|
|
$
|
2,683
|
|
|
$
|
2,325
|
|
|
$
|
2,373
|
|
|
$
|
4,209
|
|
|
$
|
5,056
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Funded Status
|
|
$
|
(387
|
)
|
|
$
|
(248
|
)
|
|
$
|
219
|
|
|
$
|
159
|
|
|
$
|
(168
|
)
|
|
$
|
(89
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
551
|
|
|
$
|
478
|
|
|
$
|
551
|
|
|
$
|
478
|
|
Current liabilities
|
|
—
|
|
|
(17
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(14
|
)
|
|
(35
|
)
|
||||||
Noncurrent liabilities
|
|
(387
|
)
|
|
(231
|
)
|
|
(318
|
)
|
|
(301
|
)
|
|
(705
|
)
|
|
(532
|
)
|
||||||
Net amounts recognized
|
|
$
|
(387
|
)
|
|
$
|
(248
|
)
|
|
$
|
219
|
|
|
$
|
159
|
|
|
$
|
(168
|
)
|
|
$
|
(89
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
|
—
|
|
|
—
|
|
|
17
|
|
|
2
|
|
|
17
|
|
|
2
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
17
|
|
|
$
|
2
|
|
In millions
|
U.S. Pension Benefits
|
|
International
Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||
Net service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
14
|
|
|
$
|
14
|
|
Interest cost
|
130
|
|
|
124
|
|
|
159
|
|
|
81
|
|
|
79
|
|
|
83
|
|
|
211
|
|
|
203
|
|
|
242
|
|
|||||||||
Expected return on plan assets
|
(118
|
)
|
|
(109
|
)
|
|
(127
|
)
|
|
(104
|
)
|
|
(99
|
)
|
|
(98
|
)
|
|
(222
|
)
|
|
(208
|
)
|
|
(225
|
)
|
|||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
7
|
|
|
2
|
|
|
6
|
|
|
7
|
|
|||||||||
Special termination benefit cost
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|||||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Actuarial (gain) loss
|
146
|
|
|
(43
|
)
|
|
(293
|
)
|
|
4
|
|
|
(76
|
)
|
|
31
|
|
|
150
|
|
|
(119
|
)
|
|
(262
|
)
|
|||||||||
Net periodic benefit (income) cost
|
$
|
158
|
|
|
$
|
(2
|
)
|
|
$
|
(261
|
)
|
|
$
|
(6
|
)
|
|
$
|
(76
|
)
|
|
$
|
37
|
|
|
$
|
152
|
|
|
$
|
(78
|
)
|
|
$
|
(224
|
)
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Discount rate
|
|
4.0
|
%
|
|
4.6
|
%
|
|
2.9
|
%
|
|
3.8
|
%
|
|
3.5
|
%
|
|
4.3
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
1.8
|
%
|
|
2.7
|
%
|
|
1.8
|
%
|
|
2.7
|
%
|
|
|
U.S. Pension Benefits
|
|
International
Pension Benefits
|
|
Total Pension Benefits
|
|||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
Discount rate
|
|
4.6
|
%
|
|
3.8
|
%
|
|
4.0
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
4.1
|
%
|
|
4.3
|
%
|
|
3.7
|
%
|
|
4.0
|
%
|
Expected return on plan assets
|
|
4.6
|
%
|
|
3.8
|
%
|
|
4.8
|
%
|
|
4.5
|
%
|
|
4.6
|
%
|
|
4.8
|
%
|
|
4.5
|
%
|
|
4.1
|
%
|
|
4.8
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2.7
|
%
|
|
2.5
|
%
|
|
3.0
|
%
|
|
2.7
|
%
|
|
2.5
|
%
|
|
3.0
|
%
|
|
|
U.S. Pension Fund
|
|
International Pension Fund
|
||||||||||||
|
|
Actual Allocation of Plan Assets as of December 31
|
|
Target Asset Allocation
|
|
Actual Allocation of Plan Assets as of December 31
|
|
Target Asset Allocation
|
||||||||
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||||||
Equity securities
|
|
—
|
%
|
|
—
|
%
|
|
0%
|
|
10
|
%
|
|
11
|
%
|
|
7 - 14%
|
Debt securities and insurance products
|
|
95
|
%
|
|
97
|
%
|
|
95 - 100%
|
|
77
|
%
|
|
76
|
%
|
|
71 - 80%
|
Real estate
|
|
2
|
%
|
|
1
|
%
|
|
0 - 2%
|
|
6
|
%
|
|
6
|
%
|
|
3 - 6%
|
Other
|
|
3
|
%
|
|
2
|
%
|
|
0 - 3%
|
|
7
|
%
|
|
7
|
%
|
|
5 - 11%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
U.S.
|
|
International
|
|||||||||||||||||||||||||||||
In millions
|
|
Notes
|
|
Fair Value as of December 31, 2014
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Fair Value as of December 31, 2014
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Common stock
|
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Government securities
|
|
2
|
|
|
215
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
131
|
|
|
—
|
|
||||||||
Corporate debt
|
|
3
|
|
|
903
|
|
|
—
|
|
|
903
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
227
|
|
|
5
|
|
||||||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Money market funds
|
|
4
|
|
|
47
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||||||
Common and commingled trusts - Equities
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|
—
|
|
||||||||
Common and commingled trusts - Bonds
|
|
4
|
|
|
517
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|
—
|
|
||||||||
Common and commingled trusts - Short Term Investments
|
|
4
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||||||
Common and commingled trusts - Balanced
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
|
—
|
|
||||||||
Partnership/joint venture interests - Real estate
|
|
5
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Partnership/joint venture interests - Other
|
|
5
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||||||
Mutual funds
|
|
4
|
|
|
79
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Insurance products
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,232
|
|
|
—
|
|
|
1
|
|
|
1,231
|
|
||||||||
Real estate and other
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
128
|
|
||||||||
Total
|
|
|
|
$
|
1,884
|
|
|
$
|
79
|
|
|
$
|
1,731
|
|
|
$
|
74
|
|
|
$
|
2,325
|
|
|
$
|
46
|
|
|
$
|
890
|
|
|
$
|
1,389
|
|
|
|
|
|
U.S.
|
|
International
|
|||||||||||||||||||||||||||||
In millions
|
|
Notes
|
|
Fair Value as of December 31, 2013
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Fair Value as of December 31, 2013
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Common stock
|
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Government securities
|
|
2
|
|
|
260
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
205
|
|
|
4
|
|
||||||||
Corporate debt
|
|
3
|
|
|
1,091
|
|
|
—
|
|
|
1,091
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
110
|
|
|
—
|
|
||||||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Money market funds
|
|
4
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
|
—
|
|
||||||||
Common and commingled trusts - Equities
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
|
—
|
|
||||||||
Common and commingled trusts - Bonds
|
|
4
|
|
|
1,035
|
|
|
—
|
|
|
1,035
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
153
|
|
|
—
|
|
||||||||
Common and commingled trusts - Short Term Investments
|
|
4
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Common and commingled trusts - Balanced
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
158
|
|
|
—
|
|
||||||||
Partnership/joint venture interests - Real estate
|
|
5
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Partnership/joint venture interests - Other
|
|
5
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||||
Mutual funds
|
|
4
|
|
|
146
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Insurance products
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,283
|
|
|
—
|
|
|
1,283
|
|
|
—
|
|
||||||||
Real estate and other
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
—
|
|
|
134
|
|
||||||||
Total
|
|
|
|
$
|
2,683
|
|
|
$
|
146
|
|
|
$
|
2,454
|
|
|
$
|
83
|
|
|
$
|
2,373
|
|
|
$
|
65
|
|
|
$
|
2,121
|
|
|
$
|
187
|
|
1.
|
Common stocks are valued based on quoted market prices at the closing price as reported on the active market on which the individual securities are traded.
|
2.
|
Government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar securities, the security is valued under a discounted cash flows approach that maximizes observable inputs, such as current yields on similar instruments but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.
|
3.
|
Corporate debt is valued primarily based on observable market quotations for similar bonds at the closing price reported on the active market on which the individual securities are traded. When such quoted prices are not available, the bonds are valued using a discounted cash flows approach using current yields on similar instruments of issuers with similar credit ratings.
|
4.
|
Common/collective trusts and registered investment companies (RICs) such as mutual funds are valued using a Net Asset Value (NAV) provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares or units outstanding. The fair value of the underlying securities within the fund, which are generally traded on an active market, are valued at the closing price reported on the active market on which those individual securities are traded. For investments not traded on an active market, or for which a quoted price is not publicly available, a variety of unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches, are employed by the fund manager or independent third party to value investments.
|
5.
|
Partnership/joint ventures and hedge funds are valued based on the fair value of the underlying securities within the fund, which include investments both traded on an active market and not traded on an active market. For those investments that are traded on an active market, the values are based on the closing price reported on the active market on which those individual securities are traded and in the case of hedge funds they are valued using a Net Asset Value (NAV) provided by the manager of each fund. For investments not traded on an active market, or for which a quoted price is not publicly available, a variety
|
6.
|
For insurance products, when quoted prices are not available for identical or similar investments, the insurance product is valued under a discounted cash flows approach that maximizes observable inputs, such as current yields on similar instruments but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.
|
In millions
|
|
U.S. Pension Plans
|
|
International Pension Plans
|
||||
Balance, December 31, 2012
|
|
$
|
63
|
|
|
$
|
193
|
|
Realized and unrealized gains and losses, net
|
|
8
|
|
|
19
|
|
||
Purchases, sales and settlements, net
|
|
(16
|
)
|
|
(29
|
)
|
||
Transfers, net
|
|
28
|
|
|
4
|
|
||
Balance, December 31, 2013
|
|
$
|
83
|
|
|
$
|
187
|
|
Realized and unrealized gains and losses, net
|
|
10
|
|
|
(6
|
)
|
||
Purchases, sales and settlements, net
|
|
(19
|
)
|
|
(24
|
)
|
||
Transfers, net
|
|
—
|
|
|
1,232
|
|
||
Balance, December 31, 2014
|
|
$
|
74
|
|
|
$
|
1,389
|
|
|
|
Postretirement Benefits
|
||||||
In millions
|
|
2014
|
|
2013
|
||||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation as of January 1
|
|
$
|
27
|
|
|
$
|
35
|
|
Gross service cost
|
|
—
|
|
|
—
|
|
||
Interest cost
|
|
1
|
|
|
1
|
|
||
Actuarial (gain) loss
|
|
1
|
|
|
(5
|
)
|
||
Plan participant contributions
|
|
2
|
|
|
2
|
|
||
Benefits paid
|
|
(5
|
)
|
|
(6
|
)
|
||
Benefit obligation as of December 31
|
|
$
|
26
|
|
|
$
|
27
|
|
|
|
Postretirement Benefits
|
||||||
In millions
|
|
2014
|
|
2013
|
||||
Benefit obligation
|
|
$
|
(26
|
)
|
|
$
|
(27
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(3
|
)
|
|
$
|
(4
|
)
|
Noncurrent liabilities
|
|
(23
|
)
|
|
(23
|
)
|
||
Net amounts recognized
|
|
$
|
(26
|
)
|
|
$
|
(27
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
20
|
|
|
$
|
20
|
|
Prior service benefit
|
|
(51
|
)
|
|
(69
|
)
|
||
Total
|
|
$
|
(31
|
)
|
|
$
|
(49
|
)
|
In millions
|
|
Postretirement Benefits
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||
Interest cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Net service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of:
|
|
|
|
|
|
|
||||||
Prior service benefit
|
|
(18
|
)
|
|
(18
|
)
|
|
(18
|
)
|
|||
Actuarial loss
|
|
2
|
|
|
2
|
|
|
3
|
|
|||
Net periodic benefit (income) cost
|
|
$
|
(15
|
)
|
|
$
|
(15
|
)
|
|
$
|
(14
|
)
|
|
|
Postretirement Benefit Obligations
|
|
Postretirement Benefit Costs
|
|||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2012
|
|||||
Discount rate
|
|
3.1
|
%
|
|
3.4
|
%
|
|
3.4
|
%
|
|
2.6
|
%
|
|
3.3
|
%
|
|
|
2014
|
|
2013
|
||||||||
|
|
Pre-65 Coverage
|
|
Post-65 Coverage
|
|
Pre-65 Coverage
|
|
Post-65 Coverage
|
||||
Healthcare cost trend rate assumed for next year
|
|
7.0
|
%
|
|
6.0
|
%
|
|
7.0
|
%
|
|
6.0
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate rate
|
|
2024
|
|
|
2024
|
|
|
2024
|
|
|
2024
|
|
|
|
Postemployment Benefits
|
||||||
In millions
|
|
2014
|
|
2013
|
||||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation as of January 1
|
|
$
|
176
|
|
|
$
|
258
|
|
Restructuring program cost
|
|
73
|
|
|
—
|
|
||
Service cost
|
|
17
|
|
|
24
|
|
||
Interest cost
|
|
5
|
|
|
6
|
|
||
Amendments
|
|
(1
|
)
|
|
1
|
|
||
Benefits paid
|
|
(31
|
)
|
|
(35
|
)
|
||
Curtailment
|
|
—
|
|
|
(51
|
)
|
||
Foreign currency exchange
|
|
(16
|
)
|
|
(6
|
)
|
||
Actuarial (gain) loss
|
|
4
|
|
|
(21
|
)
|
||
Benefit obligation as of December 31
|
|
$
|
227
|
|
|
$
|
176
|
|
|
|
Postemployment Benefits
|
||||||
In millions
|
|
2014
|
|
2013
|
||||
Benefit obligation
|
|
$
|
(227
|
)
|
|
$
|
(176
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(80
|
)
|
|
$
|
(30
|
)
|
Noncurrent liabilities
|
|
(147
|
)
|
|
(146
|
)
|
||
Net amounts recognized
|
|
$
|
(227
|
)
|
|
$
|
(176
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Net actuarial (gain) loss
|
|
$
|
(3
|
)
|
|
$
|
5
|
|
Prior service benefit
|
|
(15
|
)
|
|
(18
|
)
|
||
Total
|
|
$
|
(18
|
)
|
|
$
|
(13
|
)
|
In millions
|
Postemployment Benefits
|
||||||||||
2014
|
|
2013
|
|
2012
|
|||||||
Service cost
|
$
|
17
|
|
|
$
|
24
|
|
|
$
|
24
|
|
Interest cost
|
5
|
|
|
6
|
|
|
9
|
|
|||
Amortization of:
|
|
|
|
|
|
|
|
|
|||
Prior service benefit
|
(4
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|||
Actuarial (gain) loss
|
(2
|
)
|
|
5
|
|
|
11
|
|
|||
Curtailment gain
|
—
|
|
|
(13
|
)
|
|
—
|
|
|||
Net benefit cost
|
$
|
16
|
|
|
$
|
18
|
|
|
$
|
38
|
|
Restructuring severance cost
|
73
|
|
|
—
|
|
|
(1
|
)
|
|||
Net periodic benefit cost
|
$
|
89
|
|
|
$
|
18
|
|
|
$
|
37
|
|
|
|
Postemployment Benefit Obligations
|
|
Postemployment Benefit Costs
|
|||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2012
|
|||||
Discount rate
|
|
2.1
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
|
2.9
|
%
|
|
3.5
|
%
|
Salary increase rate
|
|
2.0
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
|
2.6
|
%
|
|
3.2
|
%
|
Involuntary turnover rate
|
|
4.8
|
%
|
|
4.8
|
%
|
|
4.8
|
%
|
|
5.5
|
%
|
|
5.5
|
%
|
In millions
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
|
Postretirement Benefits
|
|
Postemployment Benefits
|
||||||||||
Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
118
|
|
|
$
|
85
|
|
|
$
|
203
|
|
|
$
|
4
|
|
|
$
|
80
|
|
2016
|
|
$
|
121
|
|
|
$
|
85
|
|
|
$
|
206
|
|
|
$
|
3
|
|
|
$
|
25
|
|
2017
|
|
$
|
123
|
|
|
$
|
85
|
|
|
$
|
208
|
|
|
$
|
3
|
|
|
$
|
24
|
|
2018
|
|
$
|
126
|
|
|
$
|
87
|
|
|
$
|
213
|
|
|
$
|
2
|
|
|
$
|
23
|
|
2019
|
|
$
|
129
|
|
|
$
|
87
|
|
|
$
|
216
|
|
|
$
|
2
|
|
|
$
|
22
|
|
2020 - 2024
|
|
$
|
680
|
|
|
$
|
444
|
|
|
$
|
1,124
|
|
|
$
|
7
|
|
|
$
|
89
|
|
In millions
|
|
U.S.
Pension Benefits
|
|
International Pension Benefits
|
|
Total
Pension Benefits
|
|
Postretirement Benefits
|
|
Postemployment Benefits
|
||||||||||
Prior service cost (income)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(18
|
)
|
|
$
|
(4
|
)
|
Actuarial loss
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
In millions
|
2014
|
|
2013
|
|
2012
|
||||||
Warranty reserve liability
|
|
|
|
|
|
||||||
Beginning balance as of January 1
|
$
|
22
|
|
|
$
|
26
|
|
|
$
|
23
|
|
Accruals for warranties issued
|
37
|
|
|
39
|
|
|
46
|
|
|||
Settlements (in cash or in kind)
|
(37)
|
|
|
(43)
|
|
|
(43)
|
|
|||
Ending balance as of December 31
|
$
|
22
|
|
|
$
|
22
|
|
|
$
|
26
|
|
In millions
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
Minimum lease obligations
|
|
$
|
92
|
|
|
$
|
66
|
|
|
$
|
46
|
|
|
$
|
19
|
|
|
$
|
13
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
December 31, 2014
|
||||||||||
In millions
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap
|
Other current assets
|
|
$—
|
|
$—
|
|
Other current liabilities and other liabilities
(1)
|
|
$462
|
|
$6
|
Foreign exchange contracts
|
Other current assets
|
|
—
|
|
—
|
|
Other current liabilities
|
|
—
|
|
—
|
Total derivatives designated as hedging instruments
|
|
|
|
|
$—
|
|
|
|
|
|
$6
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current assets
|
|
$186
|
|
$1
|
|
Other current liabilities
|
|
$330
|
|
$5
|
Total derivatives not designated as hedging instruments
|
|
|
|
|
1
|
|
|
|
|
|
5
|
Total derivatives
|
|
|
|
|
$1
|
|
|
|
|
|
$11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
December 31, 2013
|
||||||||||
In millions
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap
|
Other current assets
|
|
$—
|
|
$—
|
|
Other current liabilities and other liabilities
(1)
|
|
$518
|
|
$10
|
Foreign exchange contracts
|
Other current assets
|
|
103
|
|
1
|
|
Other current liabilities
|
|
—
|
|
—
|
Total derivatives designated as hedging instruments
|
|
|
|
|
$1
|
|
|
|
|
|
$10
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current assets
|
|
$162
|
|
$1
|
|
Other current liabilities
|
|
$158
|
|
$1
|
Total derivatives not designated as hedging instruments
|
|
|
|
|
1
|
|
|
|
|
|
1
|
Total derivatives
|
|
|
|
|
$2
|
|
|
|
|
|
$11
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on Derivative
(Effective Portion) |
|
Amount of Gain (Loss) Reclassified from AOCI into the Consolidated Statement of Operations
(Effective Portion) |
|
Amount of Gain (Loss) Recognized in the Consolidated Statement of Operations (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||
Derivatives in Cash Flow Hedging Relationships
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
|
For the year ended December 31, 2012
|
Location of Gain (Loss) Reclassified from AOCI into the Consolidated Statement of Operations (Effective Portion)
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
|
For the year ended December 31, 2012
|
Location of
Gain (Loss)
Recognized in the Consolidated Statement of Operations (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
|
For the year ended December 31, 2012
|
Interest rate swap
|
$(2)
|
|
$—
|
|
(12)
|
Interest expense
|
$(5)
|
|
$(7)
|
|
$(5)
|
Interest expense
|
$—
|
|
$—
|
|
$—
|
Foreign exchange contracts
|
$1
|
|
$2
|
|
(2)
|
Cost of products
|
$1
|
|
$1
|
|
$4
|
Other (expense), net
|
$—
|
|
$—
|
|
$—
|
In millions
|
|
|
Amount of Gain (Loss) Recognized in the
Consolidated Statement of Operations
|
||||
Derivatives not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in the Consolidated Statement of Operations
|
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
|
For the year ended December 31, 2012
|
Foreign exchange contracts
|
Other (expense), net
|
|
$11
|
|
$(19)
|
|
$(8)
|
|
|
|
Fair Value Measurements at December 31, 2014 Using
|
||||||||||||
In millions
|
December 31, 2014
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Deposits held in money market mutual funds
(1)
|
$
|
82
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available for sale securities
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange contracts
(3)
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total
|
$
|
83
|
|
|
$
|
82
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
(4)
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Foreign exchange contracts
(4)
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at December 31, 2013 Using
|
||||||||||||
In millions
|
December 31, 2013
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Deposits held in money market mutual funds
(1)
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available for sale securities
(2)
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange contracts
(3)
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
(4)
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Foreign exchange contracts
(4)
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
•
|
Financial Services
- We offer 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 and payment processing hardware and software; cash management and video banking software and customer-facing digital banking services; and related installation, maintenance, and managed and professional services. We also offer a complete line of printer consumables.
|
•
|
Retail Solutions
- We offer solutions to customers in the retail industry designed to improve selling productivity and checkout processes as well as increase service levels. These solutions primarily include retail-oriented technologies, such as point of sale terminals and point of sale software; an omni-channel retail software platform with a comprehensive suite of retail software applications; innovative self-service kiosks, such as self-checkout; as well as bar-code scanners. We also offer installation, maintenance, managed and professional services and a complete line of printer consumables.
|
•
|
Hospitality
- We offer technology solutions to customers in the hospitality industry, serving businesses that range from a single store or restaurant to global chains and sports and entertainment venues. Our solutions include point of sale hardware and software solutions, installation, maintenance, managed and professional services and a complete line of printer consumables.
|
•
|
Emerging Industries -
We offer maintenance as well as managed and professional services for third-party computer hardware provided to select manufacturers, primarily in the telecommunications industry, who value and leverage our global service capability. Also included in our Emerging Industries segment are solutions designed to enhance the customer experience for the travel industry, such as self-service kiosks, and the small business industry, such as an all-in-one point of sale solution. Additionally, we offer installation, maintenance, and managed and professional services.
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue by segment
|
|
|
|
|
|
|
||||||
Financial Services
(1)
|
|
$
|
3,561
|
|
|
$
|
3,115
|
|
|
$
|
3,201
|
|
Retail Solutions
(2)
|
|
2,008
|
|
|
2,034
|
|
|
1,667
|
|
|||
Hospitality
|
|
659
|
|
|
626
|
|
|
522
|
|
|||
Emerging Industries
|
|
363
|
|
|
348
|
|
|
340
|
|
|||
Consolidated revenue
|
|
6,591
|
|
|
6,123
|
|
|
5,730
|
|
|||
Operating income by segment
|
|
|
|
|
|
|
||||||
Financial Services
(1)
|
|
543
|
|
|
356
|
|
|
327
|
|
|||
Retail Solutions
(2)
|
|
155
|
|
|
205
|
|
|
102
|
|
|||
Hospitality
|
|
91
|
|
|
100
|
|
|
85
|
|
|||
Emerging Industries
|
|
31
|
|
|
56
|
|
|
75
|
|
|||
Subtotal - segment operating income
|
|
820
|
|
|
717
|
|
|
589
|
|
|||
Pension expense (benefit)
|
|
152
|
|
|
(78
|
)
|
|
(224
|
)
|
|||
Other adjustments
(3)
|
|
315
|
|
|
129
|
|
|
65
|
|
|||
Income from operations
|
|
$
|
353
|
|
|
$
|
666
|
|
|
$
|
748
|
|
(1)
|
From the acquisition date of January 10, 2014 through
December 31, 2014
, Digital Insight contributed
$349 million
in revenue and
$104 million
, in segment operating income to the Financial Services segment.
|
(2)
|
From the acquisition date of February 6, 2013 through
December 31, 2013
, Retalix contributed
$298 million
in revenue and
$53 million
in segment operating income to the Retail Solutions segment.
|
(3)
|
The following table presents the other adjustments for NCR for
the years ended
December 31
:
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Restructuring plan
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition-related amortization of intangible assets
|
|
119
|
|
|
65
|
|
|
38
|
|
|||
Acquisition-related costs
|
|
27
|
|
|
46
|
|
|
23
|
|
|||
Acquisition-related purchase price adjustments
|
|
6
|
|
|
15
|
|
|
—
|
|
|||
OFAC and FCPA investigations
|
|
3
|
|
|
3
|
|
|
4
|
|
|||
Total other adjustments
|
|
$
|
315
|
|
|
$
|
129
|
|
|
$
|
65
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Product revenue
|
|
$
|
2,892
|
|
|
$
|
2,912
|
|
|
$
|
2,854
|
|
Professional services, installation services and cloud revenue
|
|
1,710
|
|
|
1,259
|
|
|
927
|
|
|||
Total solution revenue
|
|
4,602
|
|
|
4,171
|
|
|
3,781
|
|
|||
Support services revenue
|
|
1,989
|
|
|
1,952
|
|
|
1,949
|
|
|||
Total revenue
|
|
$
|
6,591
|
|
|
$
|
6,123
|
|
|
$
|
5,730
|
|
In millions
|
|
2014
|
|
%
|
|
2013
|
|
%
|
|
2012
|
|
%
|
|||||||||
Revenue by Geographic Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
2,723
|
|
|
41
|
%
|
|
$
|
2,383
|
|
|
39
|
%
|
|
$
|
2,198
|
|
|
38
|
%
|
Americas (excluding United States)
|
|
634
|
|
|
10
|
%
|
|
647
|
|
|
11
|
%
|
|
625
|
|
|
11
|
%
|
|||
Europe
|
|
1,594
|
|
|
24
|
%
|
|
1,492
|
|
|
24
|
%
|
|
1,459
|
|
|
26
|
%
|
|||
Asia Middle East Africa
|
|
1,640
|
|
|
25
|
%
|
|
1,601
|
|
|
26
|
%
|
|
1,448
|
|
|
25
|
%
|
|||
Consolidated revenue
|
|
$
|
6,591
|
|
|
100
|
%
|
|
$
|
6,123
|
|
|
100
|
%
|
|
$
|
5,730
|
|
|
100
|
%
|
In millions
|
|
2014
|
|
2013
|
||||
Property, plant and equipment, net
|
|
|
|
|
||||
United States
|
|
$
|
188
|
|
|
$
|
153
|
|
Americas (excluding United States)
|
|
26
|
|
|
22
|
|
||
Europe
|
|
54
|
|
|
56
|
|
||
Japan
|
|
35
|
|
|
41
|
|
||
Asia Middle East Africa (excluding Japan)
|
|
93
|
|
|
80
|
|
||
Consolidated property, plant and equipment, net
|
|
$
|
396
|
|
|
$
|
352
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
Pre - Tax
|
|
Net of Tax
|
|
Pre - Tax
|
|
Net of Tax
|
|
Pre - Tax
|
|
Net of Tax
|
||||||||||||
Environmental matters
|
$
|
16
|
|
|
$
|
10
|
|
|
$
|
(15
|
)
|
|
$
|
(9
|
)
|
|
$
|
3
|
|
|
$
|
2
|
|
Divestiture of the Entertainment business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(4
|
)
|
||||||
Spin-off of Teradata
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Total
|
$
|
16
|
|
|
$
|
10
|
|
|
$
|
(15
|
)
|
|
$
|
(9
|
)
|
|
$
|
(3
|
)
|
|
$
|
6
|
|
in millions
|
Currency Translation Adjustments
|
Changes in Employee Benefit Plans
|
Changes in Fair Value of Effective Cash Flow Hedges
|
Changes in Fair Value of Available for Sale Securities
|
Total
|
||||||||||
Balance at December 31, 2012
|
$
|
(6
|
)
|
$
|
(22
|
)
|
$
|
(10
|
)
|
$
|
1
|
|
$
|
(37
|
)
|
Other comprehensive (loss) income before reclassifications
|
(46
|
)
|
50
|
|
1
|
|
2
|
|
7
|
|
|||||
Amounts reclassified from AOCI
|
—
|
|
(12
|
)
|
4
|
|
—
|
|
(8
|
)
|
|||||
Net current period other comprehensive (loss) income
|
(46
|
)
|
38
|
|
5
|
|
2
|
|
(1
|
)
|
|||||
Balance at December 31, 2013
|
$
|
(52
|
)
|
$
|
16
|
|
$
|
(5
|
)
|
$
|
3
|
|
$
|
(38
|
)
|
Other comprehensive (loss) income before reclassifications
|
(73
|
)
|
(12
|
)
|
(1
|
)
|
—
|
|
(86
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
(12
|
)
|
3
|
|
(3
|
)
|
(12
|
)
|
|||||
Net current period other comprehensive (loss) income
|
(73
|
)
|
(24
|
)
|
2
|
|
(3
|
)
|
(98
|
)
|
|||||
Balance at December 31, 2014
|
$
|
(125
|
)
|
$
|
(8
|
)
|
$
|
(3
|
)
|
$
|
—
|
|
$
|
(136
|
)
|
|
|
For the year ended December 31, 2014
|
|||||||||||||||
|
Employee Benefit Plans
|
|
|
|
|
||||||||||||
in millions
|
Actuarial Losses Recognized
|
Amortization of Prior Service Benefit
|
Effective Cash Flow Hedges
|
Securities
|
|
Total
|
|||||||||||
Affected line in Consolidated Statement of Operations:
|
|
|
|
|
|
|
|||||||||||
|
Cost of services
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
|
(10
|
)
|
|||||
|
Selling, general and administrative expenses
|
—
|
|
(6
|
)
|
—
|
|
—
|
|
|
(6
|
)
|
|||||
|
Research and development expenses
|
—
|
|
(4
|
)
|
—
|
|
—
|
|
|
(4
|
)
|
|||||
|
Interest expense
|
—
|
|
—
|
|
4
|
|
—
|
|
|
4
|
|
|||||
|
Other (expense), net
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
|
$
|
(4
|
)
|
||||
|
Total before tax
|
$
|
—
|
|
$
|
(20
|
)
|
$
|
4
|
|
$
|
(4
|
)
|
|
$
|
(20
|
)
|
|
Tax expense
|
|
|
|
|
|
8
|
|
|||||||||
|
Total reclassifications, net of tax
|
|
|
|
|
|
$
|
(12
|
)
|
|
|
For the year ended December 31, 2013
|
||||||||||||
|
Employee Benefit Plans
|
|
|
|
||||||||||
in millions
|
Actuarial Losses Recognized
|
Amortization of Prior Service Benefit
|
Effective Cash Flow Hedges
|
|
Total
|
|||||||||
Affected line in Consolidated Statement of Operations:
|
|
|
|
|
|
|||||||||
|
Cost of products
|
—
|
|
(2
|
)
|
(1
|
)
|
|
(3
|
)
|
||||
|
Cost of services
|
5
|
|
(15
|
)
|
—
|
|
|
(10
|
)
|
||||
|
Selling, general and administrative expenses
|
2
|
|
(9
|
)
|
—
|
|
|
(7
|
)
|
||||
|
Research and development expenses
|
1
|
|
(4
|
)
|
—
|
|
|
(3
|
)
|
||||
|
Interest expense
|
—
|
|
—
|
|
7
|
|
|
7
|
|
||||
|
Total before tax
|
$
|
8
|
|
$
|
(30
|
)
|
$
|
6
|
|
|
$
|
(16
|
)
|
|
Tax expense
|
|
|
|
|
8
|
|
|||||||
|
Total reclassifications, net of tax
|
|
|
|
|
$
|
(8
|
)
|
•
|
the designation of the Guarantor Subsidiary as an unrestricted subsidiary under the indenture governing the notes;
|
•
|
the release of the Guarantor Subsidiary from its guarantee under the senior secured credit facility;
|
•
|
the release or discharge the indebtedness that required the guarantee of the notes by the Guarantor Subsidiary;
|
•
|
the permitted sale or other disposition of the Guarantor Subsidiary to a third party; and
|
•
|
the Company's exercise of its legal defeasance option of its covenant defeasance option under the indenture governing the notes.
|
Consolidating Statements of Operations and Comprehensive Income (Loss)
|
|||||||||||||||||||
For the year ended December 31, 2014
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Product revenue
|
$
|
1,039
|
|
|
$
|
111
|
|
|
$
|
2,137
|
|
|
$
|
(395
|
)
|
|
$
|
2,892
|
|
Service revenue
|
1,254
|
|
|
28
|
|
|
2,417
|
|
|
—
|
|
|
3,699
|
|
|||||
Total revenue
|
2,293
|
|
|
139
|
|
|
4,554
|
|
|
(395
|
)
|
|
6,591
|
|
|||||
Cost of products
|
828
|
|
|
41
|
|
|
1,679
|
|
|
(395
|
)
|
|
2,153
|
|
|||||
Cost of services
|
996
|
|
|
13
|
|
|
1,697
|
|
|
—
|
|
|
2,706
|
|
|||||
Selling, general and administrative expenses
|
483
|
|
|
2
|
|
|
527
|
|
|
—
|
|
|
1,012
|
|
|||||
Research and development expenses
|
148
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
263
|
|
|||||
Restructuring-related charges
|
32
|
|
|
1
|
|
|
71
|
|
|
—
|
|
|
104
|
|
|||||
Total operating expenses
|
2,487
|
|
|
57
|
|
|
4,089
|
|
|
(395
|
)
|
|
6,238
|
|
|||||
Income (loss) from operations
|
(194
|
)
|
|
82
|
|
|
465
|
|
|
—
|
|
|
353
|
|
|||||
Interest expense
|
(177
|
)
|
|
(1
|
)
|
|
(75
|
)
|
|
72
|
|
|
(181
|
)
|
|||||
Other (expense) income, net
|
38
|
|
|
(4
|
)
|
|
3
|
|
|
(72
|
)
|
|
(35
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
(333
|
)
|
|
77
|
|
|
393
|
|
|
—
|
|
|
137
|
|
|||||
Income tax expense (benefit)
|
(173
|
)
|
|
68
|
|
|
57
|
|
|
—
|
|
|
(48
|
)
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
(160
|
)
|
|
9
|
|
|
336
|
|
|
—
|
|
|
185
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
341
|
|
|
392
|
|
|
—
|
|
|
(733
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
181
|
|
|
401
|
|
|
336
|
|
|
(733
|
)
|
|
185
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Net income (loss)
|
$
|
191
|
|
|
$
|
401
|
|
|
$
|
336
|
|
|
$
|
(733
|
)
|
|
$
|
195
|
|
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net income (loss) attributable to NCR
|
$
|
191
|
|
|
$
|
401
|
|
|
$
|
332
|
|
|
$
|
(733
|
)
|
|
$
|
191
|
|
Total comprehensive income (loss)
|
93
|
|
|
319
|
|
|
229
|
|
|
(547
|
)
|
|
94
|
|
|||||
Less comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
93
|
|
|
$
|
319
|
|
|
$
|
228
|
|
|
$
|
(547
|
)
|
|
$
|
93
|
|
Consolidating Statements of Operations and Comprehensive Income (Loss)
|
|||||||||||||||||||
For the year ended December 31, 2013
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Product revenue
|
$
|
1,107
|
|
|
$
|
85
|
|
|
$
|
1,977
|
|
|
$
|
(257
|
)
|
|
$
|
2,912
|
|
Service revenue
|
1,232
|
|
|
24
|
|
|
1,955
|
|
|
—
|
|
|
3,211
|
|
|||||
Total revenue
|
2,339
|
|
|
109
|
|
|
3,932
|
|
|
(257
|
)
|
|
6,123
|
|
|||||
Cost of products
|
844
|
|
|
17
|
|
|
1,548
|
|
|
(257
|
)
|
|
2,152
|
|
|||||
Cost of services
|
880
|
|
|
9
|
|
|
1,342
|
|
|
—
|
|
|
2,231
|
|
|||||
Selling, general and administrative expenses
|
467
|
|
|
5
|
|
|
399
|
|
|
—
|
|
|
871
|
|
|||||
Research and development expenses
|
94
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
203
|
|
|||||
Total operating expenses
|
2,285
|
|
|
31
|
|
|
3,398
|
|
|
(257
|
)
|
|
5,457
|
|
|||||
Income (loss) from operations
|
54
|
|
|
78
|
|
|
534
|
|
|
—
|
|
|
666
|
|
|||||
Interest expense
|
(104
|
)
|
|
2
|
|
|
(6
|
)
|
|
5
|
|
|
(103
|
)
|
|||||
Other (expense) income, net
|
(12
|
)
|
|
(8
|
)
|
|
16
|
|
|
(5
|
)
|
|
(9
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
(62
|
)
|
|
72
|
|
|
544
|
|
|
—
|
|
|
554
|
|
|||||
Income tax expense (benefit)
|
(23
|
)
|
|
25
|
|
|
96
|
|
|
—
|
|
|
98
|
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
(39
|
)
|
|
47
|
|
|
448
|
|
|
—
|
|
|
456
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
491
|
|
|
409
|
|
|
—
|
|
|
(900
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
452
|
|
|
456
|
|
|
448
|
|
|
(900
|
)
|
|
456
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
Net income (loss)
|
$
|
443
|
|
|
$
|
456
|
|
|
$
|
448
|
|
|
$
|
(900
|
)
|
|
$
|
447
|
|
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net income (loss) attributable to NCR
|
$
|
443
|
|
|
$
|
456
|
|
|
$
|
444
|
|
|
$
|
(900
|
)
|
|
$
|
443
|
|
Total comprehensive income (loss)
|
442
|
|
|
331
|
|
|
437
|
|
|
(771
|
)
|
|
439
|
|
|||||
Less comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
442
|
|
|
$
|
331
|
|
|
$
|
440
|
|
|
$
|
(771
|
)
|
|
$
|
442
|
|
Consolidating Statements of Operations and Comprehensive Income (Loss)
|
|||||||||||||||||||
For the year ended December 31, 2012
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Product revenue
|
$
|
1,155
|
|
|
$
|
112
|
|
|
$
|
1,869
|
|
|
$
|
(282
|
)
|
|
$
|
2,854
|
|
Service revenue
|
1,180
|
|
|
25
|
|
|
1,671
|
|
|
—
|
|
|
2,876
|
|
|||||
Total revenue
|
2,335
|
|
|
137
|
|
|
3,540
|
|
|
(282
|
)
|
|
5,730
|
|
|||||
Cost of products
|
865
|
|
|
31
|
|
|
1,530
|
|
|
(282
|
)
|
|
2,144
|
|
|||||
Cost of services
|
682
|
|
|
11
|
|
|
1,248
|
|
|
—
|
|
|
1,941
|
|
|||||
Selling, general and administrative expenses
|
399
|
|
|
5
|
|
|
338
|
|
|
—
|
|
|
742
|
|
|||||
Research and development expenses
|
66
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
155
|
|
|||||
Total operating expenses
|
2,012
|
|
|
47
|
|
|
3,205
|
|
|
(282
|
)
|
|
4,982
|
|
|||||
Income (loss) from operations
|
323
|
|
|
90
|
|
|
335
|
|
|
—
|
|
|
748
|
|
|||||
Interest expense
|
(46
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
9
|
|
|
(42
|
)
|
|||||
Other (expense) income, net
|
(102
|
)
|
|
(3
|
)
|
|
106
|
|
|
(9
|
)
|
|
(8
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
175
|
|
|
86
|
|
|
437
|
|
|
—
|
|
|
698
|
|
|||||
Income tax expense (benefit)
|
93
|
|
|
61
|
|
|
69
|
|
|
—
|
|
|
223
|
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
82
|
|
|
25
|
|
|
368
|
|
|
—
|
|
|
475
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
396
|
|
|
177
|
|
|
—
|
|
|
(573
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
478
|
|
|
202
|
|
|
368
|
|
|
(573
|
)
|
|
475
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|||||
Net income (loss)
|
$
|
481
|
|
|
$
|
202
|
|
|
$
|
371
|
|
|
$
|
(573
|
)
|
|
$
|
481
|
|
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to NCR
|
$
|
481
|
|
|
$
|
202
|
|
|
$
|
371
|
|
|
$
|
(573
|
)
|
|
$
|
481
|
|
Total comprehensive income (loss)
|
463
|
|
|
297
|
|
|
362
|
|
|
(663
|
)
|
|
459
|
|
|||||
Less comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
463
|
|
|
$
|
297
|
|
|
$
|
366
|
|
|
$
|
(663
|
)
|
|
$
|
463
|
|
Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2014
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
40
|
|
|
9
|
|
|
462
|
|
|
—
|
|
|
511
|
|
|||||
Accounts receivable, net
|
69
|
|
|
19
|
|
|
1,316
|
|
|
—
|
|
|
1,404
|
|
|||||
Inventories
|
242
|
|
|
6
|
|
|
421
|
|
|
—
|
|
|
669
|
|
|||||
Due from affiliates
|
626
|
|
|
1,228
|
|
|
476
|
|
|
(2,330
|
)
|
|
—
|
|
|||||
Other current assets
|
294
|
|
|
28
|
|
|
280
|
|
|
(98
|
)
|
|
504
|
|
|||||
Total current assets
|
1,271
|
|
|
1,290
|
|
|
2,955
|
|
|
(2,428
|
)
|
|
3,088
|
|
|||||
Property, plant and equipment, net
|
161
|
|
|
1
|
|
|
234
|
|
|
—
|
|
|
396
|
|
|||||
Goodwill
|
878
|
|
|
—
|
|
|
1,882
|
|
|
—
|
|
|
2,760
|
|
|||||
Intangibles, net
|
196
|
|
|
—
|
|
|
730
|
|
|
—
|
|
|
926
|
|
|||||
Prepaid pension cost
|
—
|
|
|
—
|
|
|
551
|
|
|
—
|
|
|
551
|
|
|||||
Deferred income taxes
|
363
|
|
|
128
|
|
|
43
|
|
|
(185
|
)
|
|
349
|
|
|||||
Investments in subsidiaries
|
3,519
|
|
|
1,771
|
|
|
—
|
|
|
(5,290
|
)
|
|
—
|
|
|||||
Due from affiliates
|
1,127
|
|
|
20
|
|
|
41
|
|
|
(1,188
|
)
|
|
—
|
|
|||||
Other assets
|
375
|
|
|
49
|
|
|
113
|
|
|
—
|
|
|
537
|
|
|||||
Total assets
|
$
|
7,890
|
|
|
$
|
3,259
|
|
|
$
|
6,549
|
|
|
$
|
(9,091
|
)
|
|
$
|
8,607
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
85
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
187
|
|
|||||
Accounts payable
|
248
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
712
|
|
|||||
Payroll and benefits liabilities
|
85
|
|
|
—
|
|
|
111
|
|
|
—
|
|
|
196
|
|
|||||
Deferred service revenue and customer deposits
|
149
|
|
|
21
|
|
|
324
|
|
|
—
|
|
|
494
|
|
|||||
Due to affiliates
|
1,318
|
|
|
124
|
|
|
888
|
|
|
(2,330
|
)
|
|
—
|
|
|||||
Other current liabilities
|
192
|
|
|
10
|
|
|
377
|
|
|
(98
|
)
|
|
481
|
|
|||||
Total current liabilities
|
2,077
|
|
|
155
|
|
|
2,266
|
|
|
(2,428
|
)
|
|
2,070
|
|
|||||
Long-term debt
|
3,454
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
3,472
|
|
|||||
Pension and indemnity plan liabilities
|
391
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
705
|
|
|||||
Postretirement and postemployment benefits liabilities
|
25
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
170
|
|
|||||
Income tax accruals
|
3
|
|
|
10
|
|
|
168
|
|
|
—
|
|
|
181
|
|
|||||
Environmental liabilities
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||
Due to affiliates
|
17
|
|
|
41
|
|
|
1,130
|
|
|
(1,188
|
)
|
|
—
|
|
|||||
Other liabilities
|
8
|
|
|
—
|
|
|
244
|
|
|
(185
|
)
|
|
67
|
|
|||||
Total liabilities
|
6,019
|
|
|
206
|
|
|
4,285
|
|
|
(3,801
|
)
|
|
6,709
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total NCR stockholders’ equity
|
1,871
|
|
|
3,053
|
|
|
2,237
|
|
|
(5,290
|
)
|
|
1,871
|
|
|||||
Noncontrolling interests in subsidiaries
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Total stockholders’ equity
|
1,871
|
|
|
3,053
|
|
|
2,249
|
|
|
(5,290
|
)
|
|
1,883
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
7,890
|
|
|
$
|
3,259
|
|
|
$
|
6,549
|
|
|
$
|
(9,091
|
)
|
|
$
|
8,607
|
|
Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2013
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
75
|
|
|
11
|
|
|
442
|
|
|
—
|
|
|
528
|
|
|||||
Restricted cash
|
1,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,114
|
|
|||||
Accounts receivable, net
|
424
|
|
|
14
|
|
|
901
|
|
|
—
|
|
|
1,339
|
|
|||||
Inventories
|
319
|
|
|
11
|
|
|
460
|
|
|
—
|
|
|
790
|
|
|||||
Due from affiliates
|
333
|
|
|
854
|
|
|
298
|
|
|
(1,485
|
)
|
|
—
|
|
|||||
Other current assets
|
360
|
|
|
25
|
|
|
209
|
|
|
(26
|
)
|
|
568
|
|
|||||
Total current assets
|
2,625
|
|
|
915
|
|
|
2,310
|
|
|
(1,511
|
)
|
|
4,339
|
|
|||||
Property, plant and equipment, net
|
146
|
|
|
1
|
|
|
205
|
|
|
—
|
|
|
352
|
|
|||||
Goodwill
|
872
|
|
|
—
|
|
|
662
|
|
|
—
|
|
|
1,534
|
|
|||||
Intangibles, net
|
234
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
494
|
|
|||||
Prepaid pension cost
|
—
|
|
|
—
|
|
|
478
|
|
|
—
|
|
|
478
|
|
|||||
Deferred income taxes
|
321
|
|
|
68
|
|
|
52
|
|
|
—
|
|
|
441
|
|
|||||
Investments in subsidiaries
|
2,665
|
|
|
1,927
|
|
|
—
|
|
|
(4,592
|
)
|
|
—
|
|
|||||
Due from affiliates
|
28
|
|
|
20
|
|
|
45
|
|
|
(93
|
)
|
|
—
|
|
|||||
Other assets
|
334
|
|
|
40
|
|
|
96
|
|
|
—
|
|
|
470
|
|
|||||
Total assets
|
$
|
7,225
|
|
|
$
|
2,971
|
|
|
$
|
4,108
|
|
|
$
|
(6,196
|
)
|
|
$
|
8,108
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
28
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
34
|
|
|||||
Accounts payable
|
254
|
|
|
1
|
|
|
415
|
|
|
—
|
|
|
670
|
|
|||||
Payroll and benefits liabilities
|
78
|
|
|
1
|
|
|
112
|
|
|
—
|
|
|
191
|
|
|||||
Deferred service revenue and customer deposits
|
155
|
|
|
12
|
|
|
358
|
|
|
—
|
|
|
525
|
|
|||||
Due to affiliates
|
1,007
|
|
|
123
|
|
|
355
|
|
|
(1,485
|
)
|
|
—
|
|
|||||
Other current liabilities
|
219
|
|
|
7
|
|
|
261
|
|
|
(26
|
)
|
|
461
|
|
|||||
Total current liabilities
|
1,741
|
|
|
144
|
|
|
1,507
|
|
|
(1,511
|
)
|
|
1,881
|
|
|||||
Long-term debt
|
3,296
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
3,320
|
|
|||||
Pension and indemnity plan liabilities
|
234
|
|
|
—
|
|
|
298
|
|
|
—
|
|
|
532
|
|
|||||
Postretirement and postemployment benefits liabilities
|
25
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
169
|
|
|||||
Income tax accruals
|
4
|
|
|
10
|
|
|
175
|
|
|
—
|
|
|
189
|
|
|||||
Environmental liabilities
|
121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|||||
Due to affiliates
|
17
|
|
|
44
|
|
|
32
|
|
|
(93
|
)
|
|
—
|
|
|||||
Other liabilities
|
18
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
99
|
|
|||||
Total liabilities
|
5,456
|
|
|
198
|
|
|
2,261
|
|
|
(1,604
|
)
|
|
6,311
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total NCR stockholders’ equity
|
1,769
|
|
|
2,773
|
|
|
1,819
|
|
|
(4,592
|
)
|
|
1,769
|
|
|||||
Noncontrolling interests in subsidiaries
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Total stockholders’ equity
|
1,769
|
|
|
2,773
|
|
|
1,833
|
|
|
(4,592
|
)
|
|
1,783
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
7,225
|
|
|
$
|
2,971
|
|
|
$
|
4,108
|
|
|
$
|
(6,196
|
)
|
|
$
|
8,108
|
|
Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the year ended December 31, 2014
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
401
|
|
|
$
|
(108
|
)
|
|
$
|
331
|
|
|
$
|
(100
|
)
|
|
$
|
524
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(51
|
)
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
(118
|
)
|
|||||
Proceeds from the sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Additions to capitalized software
|
(82
|
)
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(140
|
)
|
|||||
Business acquisitions, net
|
(1,647
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,647
|
)
|
|||||
Change in restricted cash
|
1,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,114
|
|
|||||
Proceeds from (payments of) intercompany notes
|
42
|
|
|
106
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|||||
Investments in equity affiliates
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Other investing activities, net
|
(5
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
2
|
|
|||||
Net cash provided by (used in) investing activities
|
(631
|
)
|
|
106
|
|
|
(117
|
)
|
|
(146
|
)
|
|
(788
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments on term credit facilities
|
(34
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(37
|
)
|
|||||
Borrowings on term credit facilities
|
250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|||||
Payments on revolving credit facilities
|
(946
|
)
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
(1,050
|
)
|
|||||
Borrowings on revolving credit facilities
|
946
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
1,146
|
|
|||||
Debt issuance costs
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Tax withholding payments on behalf of employees
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||
Proceeds from employee stock plans
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Other financing activities
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Dividend distribution to consolidated subsidiaries
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
100
|
|
|
—
|
|
|||||
Equity contribution
|
—
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|||||
Borrowings (repayments) of intercompany notes
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
148
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
196
|
|
|
—
|
|
|
(158
|
)
|
|
246
|
|
|
284
|
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(35
|
)
|
|
(2
|
)
|
|
20
|
|
|
—
|
|
|
(17
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
75
|
|
|
11
|
|
|
442
|
|
|
—
|
|
|
528
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
40
|
|
|
$
|
9
|
|
|
$
|
462
|
|
|
$
|
—
|
|
|
$
|
511
|
|
Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the year ended December 31, 2013
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(7
|
)
|
|
$
|
15
|
|
|
$
|
312
|
|
|
$
|
(39
|
)
|
|
$
|
281
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(35
|
)
|
|
(6
|
)
|
|
(75
|
)
|
|
—
|
|
|
(116
|
)
|
|||||
Proceeds from sales of property, plant and equipment
|
2
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
10
|
|
|||||
Additions to capitalized software
|
(81
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(110
|
)
|
|||||
Business acquisitions, net
|
(207
|
)
|
|
—
|
|
|
(756
|
)
|
|
183
|
|
|
(780
|
)
|
|||||
Dispositions
|
—
|
|
|
—
|
|
|
183
|
|
|
(183
|
)
|
|
—
|
|
|||||
Changes in restricted cash
|
(1,114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,114
|
)
|
|||||
Proceeds from (payments of) intercompany notes
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|||||
Investments in equity affiliates
|
(308
|
)
|
|
(33
|
)
|
|
—
|
|
|
341
|
|
|
—
|
|
|||||
Other investing activities, net
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Net cash provided by (used in) investing activities
|
(1,792
|
)
|
|
(39
|
)
|
|
(669
|
)
|
|
(1,792
|
)
|
|
(2,105
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short term borrowings, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Payments on term credit facilities
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||||
Borrowings on term credit facilities
|
300
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
329
|
|
|||||
Payments on revolving credit facilities
|
(1,009
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,009
|
)
|
|||||
Borrowings on revolving credit facilities
|
1,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,009
|
|
|||||
Proceeds from bond offering
|
1,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|||||
Debt issuance costs
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
Tax withholding payments on behalf of employees
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||||
Proceeds from employee stock plans
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
Dividend distribution to minority shareholders
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Dividend distribution to consolidated subsidiaries
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
39
|
|
|
—
|
|
|||||
Equity contribution
|
—
|
|
|
30
|
|
|
311
|
|
|
(341
|
)
|
|
—
|
|
|||||
Borrowings (repayments) of intercompany notes
|
—
|
|
|
—
|
|
|
54
|
|
|
(54
|
)
|
|
—
|
|
|||||
Purchase on non-controlling interest
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Net cash provided by (used in) financing activities
|
1,356
|
|
|
30
|
|
|
327
|
|
|
(356
|
)
|
|
1,357
|
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
(1
|
)
|
|
(20
|
)
|
|
—
|
|
|
(22
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(496
|
)
|
|
5
|
|
|
(50
|
)
|
|
—
|
|
|
(541
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
571
|
|
|
6
|
|
|
492
|
|
|
—
|
|
|
1,069
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
75
|
|
|
$
|
11
|
|
|
$
|
442
|
|
|
$
|
—
|
|
|
$
|
528
|
|
Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the year ended December 31, 2012
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(372
|
)
|
|
$
|
(9
|
)
|
|
$
|
211
|
|
|
$
|
(10
|
)
|
|
$
|
(180
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(44
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(80
|
)
|
|||||
Proceeds from sales of property, plant and equipment
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Additions to capitalized software
|
(63
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(80
|
)
|
|||||
Business acquisitions, net
|
(70
|
)
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(108
|
)
|
|||||
Proceeds from (payments of) intercompany notes
|
—
|
|
|
96
|
|
|
11
|
|
|
(107
|
)
|
|
—
|
|
|||||
Investments in equity affiliates
|
(21
|
)
|
|
(90
|
)
|
|
—
|
|
|
111
|
|
|
—
|
|
|||||
Other investing activities, net
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Net cash provided by (used in) investing activities
|
(194
|
)
|
|
6
|
|
|
(72
|
)
|
|
4
|
|
|
(256
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on term credit facilities
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||
Payments on revolving credit facilities
|
(860
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(860
|
)
|
|||||
Borrowings on revolving credit facilities
|
720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
720
|
|
|||||
Proceeds from bond offering
|
1,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|||||
Debt issuance costs
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||
Tax withholding payments on behalf of employees
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Proceeds from employee stock plans
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||
Dividend distribution to minority shareholders
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Dividend distribution to consolidated subsidiaries
|
—
|
|
|
(2
|
)
|
|
(8
|
)
|
|
10
|
|
|
—
|
|
|||||
Equity contribution
|
—
|
|
|
—
|
|
|
111
|
|
|
(111
|
)
|
|
—
|
|
|||||
Borrowings (repayments) of intercompany notes
|
(11
|
)
|
|
—
|
|
|
(96
|
)
|
|
107
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
1,121
|
|
|
(2
|
)
|
|
6
|
|
|
6
|
|
|
1,131
|
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|||||
Net cash provided by investing activities
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|||||
Net cash used in discontinued operations
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
539
|
|
|
(5
|
)
|
|
137
|
|
|
—
|
|
|
671
|
|
|||||
Cash and cash equivalents at beginning of period
|
32
|
|
|
11
|
|
|
355
|
|
|
—
|
|
|
398
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
571
|
|
|
$
|
6
|
|
|
$
|
492
|
|
|
$
|
—
|
|
|
$
|
1,069
|
|
In millions, except per share amounts
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
1,518
|
|
|
$
|
1,658
|
|
|
$
|
1,647
|
|
|
$
|
1,768
|
|
Gross margin
|
|
416
|
|
|
480
|
|
|
404
|
|
|
432
|
|
||||
Operating income
|
|
108
|
|
|
169
|
|
|
41
|
|
|
35
|
|
||||
Income from continuing operations (attributable to NCR)
|
|
53
|
|
|
90
|
|
|
—
|
|
|
38
|
|
||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
15
|
|
|
(5
|
)
|
||||
Net income attributable to NCR
|
|
$
|
53
|
|
|
$
|
90
|
|
|
$
|
15
|
|
|
$
|
33
|
|
Income per share attributable to NCR common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Income per common share from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.32
|
|
|
$
|
0.54
|
|
|
$
|
—
|
|
|
$
|
0.23
|
|
Diluted
|
|
$
|
0.31
|
|
|
$
|
0.53
|
|
|
$
|
—
|
|
|
$
|
0.22
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.32
|
|
|
$
|
0.54
|
|
|
$
|
0.09
|
|
|
$
|
0.20
|
|
Diluted
|
|
$
|
0.31
|
|
|
$
|
0.53
|
|
|
$
|
0.09
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
1,410
|
|
|
$
|
1,535
|
|
|
$
|
1,508
|
|
|
$
|
1,670
|
|
Gross margin
|
|
369
|
|
|
426
|
|
|
415
|
|
|
530
|
|
||||
Operating income
|
|
85
|
|
|
139
|
|
|
145
|
|
|
297
|
|
||||
Income from continuing operations (attributable to NCR)
|
|
62
|
|
|
86
|
|
|
98
|
|
|
206
|
|
||||
(Loss) from discontinued operations, net of tax
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||
Net income attributable to NCR
|
|
$
|
61
|
|
|
$
|
86
|
|
|
$
|
98
|
|
|
$
|
198
|
|
Income per share attributable to NCR common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Income per common share from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.38
|
|
|
$
|
0.52
|
|
|
$
|
0.59
|
|
|
$
|
1.24
|
|
Diluted
|
|
$
|
0.37
|
|
|
$
|
0.51
|
|
|
$
|
0.58
|
|
|
$
|
1.21
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.37
|
|
|
$
|
0.52
|
|
|
$
|
0.59
|
|
|
$
|
1.19
|
|
Diluted
|
|
$
|
0.36
|
|
|
$
|
0.51
|
|
|
$
|
0.58
|
|
|
$
|
1.16
|
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIPS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|
|
Page of Form 10-K
|
2.1
|
|
Separation and Distribution Agreement, dated as of August 27, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.1 to the Current Report on Form 8-K of Teradata Corporation dated September 6, 2007).
|
|
|
|
2.2
|
|
Asset Purchase Agreement, dated as of February 3, 2012, by and between Redbox Automated Retail, LLC and NCR Corporation (Exhibit 2.2 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
2.3
|
|
First Amendment to Asset Purchase Agreement, dated as of June 22, 2012, by and between Redbox Automated Retail, LLC and NCR Corporation (Exhibit 2.3 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
|
|
|
2.4
|
|
Agreement and Plan of Merger, dated November 28, 2012, by and among NCR Corporation, Moon S.P.V. (Subsidiary) Ltd., and Retalix, Ltd. (Exhibit 2.1 to the Current Report on Form 8-K of NCR Corporation dated February 6, 2013).
|
|
|
|
2.5
|
|
Agreement and Plan of Merger, dated as of December 2, 2013, by and among NCR Corporation, Delivery Acquisition Corporation, Fandango Holdings Corporation and Thoma Bravo, LLC as the Stockholder Representative (Exhibit 2.1 to the Current Report on Form 8-K of NCR Corporation dated December 2, 2013 (the “December 2, 2013 Form 8-K”)).
|
|
|
|
2.6
|
|
Commitment Letter, dated as of December 2, 2013, by and among NCR Corporation, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Royal Bank of Canada, RBC Capital Markets, SunTrust Bank, SunTrust Robinson Humphrey, Inc., WF Investment Holdings, LLC and Wells Fargo Securities, LLC (Exhibit 2.2 to the December 2, 2013 Form 8-K).
|
|
|
|
2.7
|
|
Share Purchase Agreement, dated as of December 2, 2013, by and among NCR Limited and the holders of the outstanding share capital of Alaric Systems Limited (Exhibit 2.3 to the December 2, 2013 Form 8-K).
|
|
|
|
3.1
|
|
Articles of Amendment and Restatement of NCR Corporation, as amended effective May 14, 1999 (Exhibit 3.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).
|
|
|
3.2
|
|
Bylaws of NCR Corporation, as amended and restated on January 26, 2011 (Exhibit 3(ii) to the Current Report on Form 8-K of NCR Corporation dated January 31, 2011).
|
|
|
|
4.1
|
|
Common Stock Certificate of NCR Corporation (Exhibit 4.1 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 1999).
|
|
|
|
4.2
|
|
Indenture, dated September 17, 2012, among NCR Corporation, as issuer, NCR International Inc. and Radiant Systems Inc. as subsidiary guarantors and U.S. Bank National Association, as trustee (Exhibit 4.01 to the Current Report on Form 8-K of NCR Corporation dated September 17, 2012).
|
|
|
|
4.3
|
|
Indenture, dated December 18, 2012, among NCR Corporation, as issuer, NCR International Inc. and Radiant Systems Inc. as subsidiary guarantors and U.S. Bank National Association, as trustee (Exhibit 4.01 to the Current Report on Form 8-K of NCR Corporation dated December 18, 2012).
|
|
|
|
4.4
|
|
Indenture, dated December 19, 2013, between NCR Escrow Corp. and U.S. Bank National Association relating to the $400 million aggregate principal amount of 5.875% senior notes due 2021 (the “5.875% Notes”) (Exhibit 4.1 to the Current Report on Form 8-K of NCR Corporation dated December 19, 2013 (the “December 19, 2013 Form 8-K”)).
|
|
|
|
4.4.1
|
|
First Supplemental Indenture relating to the 5.875% Notes, dated January 10, 2014, among NCR Corporation, NCR International, Inc. and U.S. Bank National Association, as trustee (Exhibit 4.1 to the Current Report of NCR Corporation dated January 10, 2014 (the “January 10, 2014 Form 8-K”)).
|
|
|
|
4.5
|
|
Indenture, dated December 19, 2013, between NCR Escrow Corp. and U.S. Bank National Association relating to the $700 million aggregate principal amount of 6.375% senior notes due 2023 (the “6.375% Notes”) (Exhibit 4.2 to the December 19, 2013 Form 8-K).
|
|
|
|
4.5.1
|
|
First Supplemental Indenture relating to the 6.375% Notes, dated January 10, 2014, among NCR Corporation, NCR International, Inc. and U.S. Bank National Association, as trustee (Exhibit 4.2 to the January 10, 2014 Form 8-K).
|
|
|
|
10.1
|
|
Separation and Distribution Agreement, dated as of February 1, 1996, and amended and restated as of March 29, 1996, by and among NCR Corporation, AT&T Corp. and Lucent Technologies Inc. (Exhibit 10.1 to Amendment No. 3 to the Lucent Technologies Inc. Registration Statement on Form S-1 (No. 333-00703) (the “Lucent Registration Statement Amendment No. 3”)).
|
|
|
|
10.2
|
|
Employee Benefits Agreement, dated as of November 20, 1996, by and between AT&T Corp. and NCR Corporation (Exhibit 10.2 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 1996 (the “1996 Annual Report”)).
|
|
|
|
10.3
|
|
Patent License Agreement, effective as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.7 to Amendment No. 4 to the Lucent Technologies Inc. Registration Statement on Form S-1 (No. 333-0073) (the “Lucent Registration Statement Amendment No. 4”)).
|
|
|
|
10.4
|
|
Amended and Restated Technology License Agreement, effective as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.8 to the Lucent Registration Statement Amendment No. 4).
|
|
|
|
10.5
|
|
Tax Sharing Agreement, dated as of February 1, 1996, and amended and restated as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.6 to the Lucent Registration Statement Amendment No. 3).
|
|
|
|
10.6
|
|
Tax Sharing Agreement, dated as of September 21, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated September 21, 2007).
|
|
|
|
10.7
|
|
NCR Management Stock Plan (Exhibit 10.8 to the 1996 Annual Report). *
|
|
|
|
10.7.1
|
|
First Amendment to the NCR Management Stock Plan dated April 30, 2003 (Exhibit 10.4 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2003). *
|
|
|
|
10.7.2
|
|
Amendment to NCR Management Stock Plan effective as of December 31, 2008 (Exhibit 10.17.2 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Annual Report”)). *
|
|
|
|
10.7.3
|
|
Form of Stock Option Agreement under the NCR Management Stock Plan (Exhibit 10.6.3 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Annual Report”)). *
|
|
|
|
10.7.4
|
|
Form of Restricted Stock Agreement under the NCR Management Stock Plan (Exhibit 10.6.4 to the 2005 Annual Report). *
|
|
|
|
10.8
|
|
NCR Corporation 2011 Amended and Restated Stock Incentive Plan (formerly the NCR 2006 Stock Incentive Plan, as amended and restated effective as of December 31, 2008) (the “2011 Stock Incentive Plan”) (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
10.8.1
|
|
Form of 2009 Stock Option Agreement under the NCR Corporation 2011 Stock Incentive Plan (Exhibit 10.5 to the Current Report on Form 8-K of NCR Corporation dated December 12, 2008). *
|
|
|
|
10.8.2
|
|
Form of 2010 Stock Option Agreement under the 2011 Stock Incentive Plan (Exhibit 10.2 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (the "First Quarter 2010 Quarterly Report")).*
|
|
|
|
10.8.3
|
|
Form of 2011 Stock Option Agreement under the 2011 Stock Incentive Plan (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2011). *
|
|
|
|
10.8.4
|
|
Amendment to the 2011 Restricted Stock Unit Agreement for William Nuti dated April 19, 2012 (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation filed April 19, 2012). *
|
|
|
|
10.8.5
|
|
Form of 2012 Restricted Stock Unit Award Agreement for Non-Executive Employees under the 2011 Stock Incentive Plan (Exhibit 10.2 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the “First Quarter 2012 Quarterly Report")).*
|
|
|
|
10.8.6
|
|
Form of 2012 Restricted Stock Unit Award Agreement for Executives under the 2011 Stock Incentive Plan (Exhibit 10.3 to the First Quarter 2012 Quarterly Report). *
|
|
|
|
10.8.7
|
|
Form of 2012 Performance Based Restricted Stock Unit Award Agreement for Non-Executive Employees under the 2011 Stock Incentive Plan (Exhibit 10.4 to the First Quarter 2012 Quarterly Report). *
|
|
|
|
10.8.8
|
|
Form of 2012 Performance Based Restricted Stock Unit Award Agreement for Executives under the 2011 Stock Incentive Plan (Exhibit 10.5 to the First Quarter 2012 Quarterly Report). *
|
|
|
|
10.9
|
|
NCR Management Incentive Program for Executive Officers (Exhibit 10.19 to the 1996 Annual Report). *
|
|
|
|
10.10
|
|
Amended and Restated NCR Management Incentive Plan (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
10.11
|
|
NCR Director Compensation Program effective April 21, 2009 (Exhibit 10.7 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “First Quarter 2009 Form 10-Q”)). *
|
|
|
|
10.11.1
|
|
2009 Director Option Grant Statement under the NCR Director Compensation Program (Exhibit 10.8 to the First Quarter 2009 Form 10-Q). *
|
|
|
|
10.11.2
|
|
2009 Director Restricted Stock Unit Grant Statement under the NCR Director Compensation Program (Exhibit 10.9 to the First Quarter 2009 Form 10-Q). *
|
|
|
|
10.12
|
|
Amended and Restated NCR Change in Control Severance Plan effective December 31, 2008 (Exhibit 10.24.2 to the 2008 Annual Report). *
|
|
|
|
10.12.1
|
|
First Amendment to the Amended and Restated NCR Change in Control Severance Plan (Exhibit 10.6 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2011). *
|
|
|
|
10.13
|
|
Employment Agreement with William Nuti, dated July 29, 2005 (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated July 27, 2005). *
|
|
|
|
10.13.1
|
|
Letter agreement, dated July 26, 2006, with William Nuti (Exhibit 10.4 to the Current Report on Form 8-K of NCR Corporation dated July 25, 2006). *
|
|
|
|
10.13.2
|
|
Second Amendment, effective as of December 12, 2008, to Letter Agreement with William Nuti dated July 29, 2005, as amended July 26, 2006 (Exhibit 10.30.2 to the 2008 Annual Report). *
|
|
|
|
10.14
|
|
NCR Director Compensation Program Effective April 27, 2010 (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (the “Second Quarter 2010 Quarterly Report”)). *
|
|
|
|
10.14.1
|
|
Form of 2010 Director Option Grant Statement (Exhibit 10.2 to the Second Quarter 2010 Quarterly Report). *
|
|
|
|
10.14.2
|
|
Form of 2010 Director Restricted Stock Unit Grant Statement (Exhibit 10.3 to the Second Quarter 2010 Quarterly Report). *
|
|
|
|
10.15
|
|
Letter Agreement with Robert Fishman dated March 17, 2010 (Exhibit 10.7 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
10.16
|
|
Letter Agreement with John Bruno dated October 27, 2008 (Exhibit 10.8 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
10.17
|
|
Letter Agreement with Peter Dorsman dated April 4, 2006 (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2010). *
|
|
|
|
10.18
|
|
NCR Corporation 2011 Economic Profit Plan (Exhibit 10.3 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
10.18.1
|
|
First Amendment to NCR Corporation 2011 Economic Profit Plan (Exhibit 10.29.1 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2011). *
|
|
|
|
10.18.2
|
|
Second Amendment to NCR Corporation 2011 Economic Profit Plan, dated January 25, 2012 (Exhibit 10.1 to the First Quarter 2012 Quarterly Report).
|
|
|
|
10.18.3
|
|
Third Amendment to NCR Corporation 2011 Economic Profit Plan (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated October 1, 2013). *
|
|
|
|
10.18.4
|
|
Fourth Amendment to NCR Corporation 2011 Economic Profit Plan. *
|
|
|
|
10.19
|
|
Equity Subscription Agreement, dated July 26, 2011, among NCR Corporation, Scopus Industrial S.A., Scopus Tecnologia Ltda. and NCR Brasil - Indústria de Equipamentos Para Automação Ltda., including Schedule I - The form of Shareholders' Agreement (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated July 26, 2011).
|
|
|
10.20
|
|
Credit Agreement, dated as of August 22, 2011, by and among NCR Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated August 22, 2011 (the “August 22, 2011 Form 8-K”)).
|
|
|
|
10.21
|
|
Guarantee and Pledge Agreement, dated as of August 22, 2011, by and among NCR Corporation, the subsidiaries of NCR Corporation identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1 to the August 22, 2011 Form 8-K).
|
|
|
|
10.22
|
|
Incremental Facility Agreement, dated as of August 22, 2012, by and among NCR Corporation, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the “Third Quarter 2012 Quarterly Report”)).
|
|
|
|
10.23
|
|
Reaffirmation Agreement, dated as of August 22, 2012, by and among NCR Corporation, the subsidiaries of NCR Corporation identified therein, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2 to the Third Quarter 2012 Quarterly Report).
|
|
|
|
10.24
|
|
Second Amendment, dated as of August 22, 2012, by and among NCR Corporation, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, relating to the Credit Agreement, dated as of August 22, 2011 and amended as of December 21, 2011, by and among NCR Corporation, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.3 to the Third Quarter 2012 Quarterly Report).
|
|
|
|
10.25
|
|
Voting and Support Agreement, dated as of November 28, 2012, by and among NCR Corporation, Moon S.P.V. (Subsidiary) Ltd. and each of Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor and Mario Segal (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated November 28, 2012).
|
|
|
|
10.26
|
|
NCR Corporation 2013 Stock Incentive Plan (the “2013 Stock Incentive Plan”) (Appendix A to the NCR Corporation Proxy Statement on Schedule 14A for the NCR Corporation 2013 Annual Meeting of Stockholders). *
|
|
|
|
10.26.1
|
|
Form of 2013 Time-Based Restricted Stock Unit Agreement under the 2011 Stock Incentive and the 2013 Stock Incentive Plan (Exhibit 10.2 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (the “First Quarter 2013 Quarterly Report”)). *
|
|
|
|
10.26.2
|
|
Form of 2013 Performance-Based Restricted Stock Unit Agreement under the 2011 Stock Incentive Plan and the 2013 Stock Incentive Plan (Exhibit 10.3 to the First Quarter 2013 Quarterly Report). *
|
|
|
|
10.26.3
|
|
Form of 2014 Performance Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.1 to the Quarterly Report on Form 10-Q of NCR Corporation for the quarter ended March 31, 2014 (the "First Quarter 2014 Quarterly Report"). *
|
|
|
|
10.26.4
|
|
Form of the 2014 Time Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.2 to the First Quarter 2014 Quarterly Report). *
|
|
|
|
10.26.5
|
|
Form of 2014 Single-Metric Performance Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.3 to the First Quarter 2014 Quarterly Report). *
|
|
|
|
10.27
|
|
Third Amendment, dated as of February 5, 2013, by and among NCR Corporation, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, relating to the Credit Agreement, dated as of August 22, 2011, as amended and restated as of August 22, 2012, by and among NCR Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1 to the First Quarter 2013 Quarterly Report).
|
|
|
|
10.28
|
|
Credit Agreement, dated as of August 22, 2011, as amended and restated as of July 25, 2013, by and among NCR Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (the “Third Quarter 2013 Quarterly Report”)).
|
|
|
|
10.29
|
|
Reaffirmation Agreement, dated as of July 25, 2013, by and among NCR Corporation, the subsidiaries of NCR Corporation identified therein, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2 to the Third Quarter 2013 Quarterly Report).
|
|
|
|
10.30
|
|
Agreement between NCR and the Trustees of the NCR Pension Plan (UK), dated November 14, 2013 (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated November 14, 2013).
|
|
|
|
10.31
|
|
First Amendment, dated as of December 4, 2013, to the Credit Agreement, dated as of August 22, 2011, as amended and restated as of July 25, 2013, among NCR Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated December 5, 2013 (the “December 5, 2013 Form 8-K”)).
|
|
|
|
10.32
|
|
Incremental Facility Agreement, dated as of December 4, 2013, among NCR Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent (Exhibit 10.2 to the December 5, 2013 Form 8-K).
|
|
|
|
10.33
|
|
Registration Rights Agreement relating to the 5.875% Notes, dated December 19, 2013, among NCR Corporation; NCR International, Inc., and Radiant Systems, Inc., as subsidiary guarantors; and J.P. Morgan Securities LLC, as representative of the initial purchasers (Exhibit 10.1 to the December 19, 2013 Form 8-K).
|
|
|
|
10.34
|
|
Registration Rights Agreement relating to the 6.375% Notes, dated December 19, 2013, among NCR Corporation; NCR International, Inc., and Radiant Systems, Inc., as subsidiary guarantors; and J.P. Morgan Securities LLC, as representative of the initial purchasers (Exhibit 10.2 to the December 19, 2013 Form 8-K).
|
|
|
|
10.35
|
|
Letter agreement with Jennifer Daniels dated March 23, 2010 (Exhibit 10.52 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2013). *
|
|
|
|
10.36
|
|
Receivables Financing Agreement, dated as of November 21, 2014, by and among NCR Receivables LLC, as borrower, NCR Corporation, as servicer, PNC Bank, National Association, as administrative agent, and PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Victory Receivables Corporation and the other lender parties from time to time party thereto (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated November 21, 2014 (the “November 21, 2014 Form 8-K”)).
|
|
|
|
10.37
|
|
Purchase and Sale Agreement, dated as of November 21, 2014, among NCR Receivables LLC, as buyer, and NCR Corporation and the other originator parties from time to time party thereto (Exhibit 10.2 to the November 21, 2014 Form 8-K).
|
|
|
|
10.38
|
|
NCR Executive Severance Plan. *
|
|
|
|
10.39
|
|
Letter Agreement with Andrew S. Heyman dated July 11, 2011 (Exhibit (d)(7) to the Schedule TO of Ranger Acquisition Corporation and NCR Corporation filed July 25, 2011 (the “Schedule TO”)). *
|
|
|
|
10.39.1
|
|
Retention Agreement with Andrew S. Heyman dated July 11, 2011 (Exhibit (d)(6) to the Schedule TO). *
|
|
|
|
10.40
|
|
Employment Letter of Frederick Marquardt dated April 4, 2014 (as amended May 1, 2014). *
|
|
|
|
10.41
|
|
Employment Contract, dated June 23, 2014, between NCR GmbH and Michael Bayer. *
|
|
|
|
10.41.1
|
|
Letter regarding additional terms of employment of Michael Bayer, dated June 23, 2014. *
|
|
|
|
10.42
|
|
NCR Director Compensation Program effective April 23, 2013, as amended effective February 24, 2014. *
|
|
|
|
10.42.1
|
|
2014 Director Restricted Stock Unit Grant Statement under the NCR Director Compensation Program. *
|
|
|
|
10.43
|
|
Agreement by and among NCR Corporation, Marcato Capital Management LP, Marcato, L.P., Marcato II, L.P., Marcato International Master Fund, Ltd. and Richard T. McGuire III, dated November 10, 2014 (Exhibit 99.1 to the Current Report on Form 8-K of NCR Corporation dated November 10, 2014 (the “November 10, 2014 Form 8-K”)).
|
|
|
|
10.44
|
|
Confidentiality Agreement by and among NCR Corporation, Marcato Capital Management LP, Marcato, L.P., Marcato II, L.P., Marcato International Master Fund, Ltd. and Richard T. McGuire III, dated November 10, 2014 (Exhibit 99.2 to the November 10, 2014 Form 8-K).
|
|
|
|
12.1
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21
|
|
Subsidiaries of NCR Corporation.
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
31.2
|
|
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
32
|
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
99.1
|
|
Tax Opinion of Wachtell, Lipton, Rosen & Katz in connection with the Spin off of Teradata, dated August 27, 2007 (Exhibit 99.2 to the Current Report on Form 8-K of NCR Corporation dated September 30, 2007).
|
|
|
|
101
|
|
Financials in XBRL Format.
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs & Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
18
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
19
|
|
Deferred tax asset valuation allowance
|
|
$
|
364
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
294
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
16
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Deferred tax asset valuation allowance
|
|
$
|
399
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
364
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Deferred tax asset valuation allowance
|
|
$
|
425
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
399
|
|
|
|
NCR CORPORATION
|
||
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
|
/s/ Robert Fishman
|
|
|
|
|
Robert Fishman
Senior Vice President and Chief Financial Officer
|
|
Signature
|
Title
|
|
|
|
|
/s/ William R. Nuti
|
Chairman of the Board of Directors,
|
|
William R. Nuti
|
Chief Executive Officer and President
|
|
|
|
|
/s/ Robert P. Fishman
|
Senior Vice President and Chief Financial Officer
|
|
Robert P. Fishman
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Edward P. Boykin
|
Director
|
|
Edward P. Boykin
|
|
|
|
|
|
/s/ Richard L. Clemmer
|
Director
|
|
Richard L. Clemmer
|
|
|
|
|
|
/s/ Gary Daichendt
|
Director
|
|
Gary Daichendt
|
|
|
|
|
|
/s/ Robert P. DeRodes
|
Director
|
|
Robert P. DeRodes
|
|
|
|
|
|
/s/ Kurt P. Kuehn
|
Director
|
|
Kurt P. Kuehn
|
|
|
|
|
|
/s/ Linda Fayne Levinson
|
Director
|
|
Linda Fayne Levinson
|
|
|
|
|
|
/s/ Richard T. McGuire III
|
Director
|
|
Richard T. McGuire III
|
|
|
|
|
|
/s/ Deanna W. Oppenheimer
|
Director
|
|
Deanna W. Oppenheimer
|
|
|
|
|
Date:
|
February 27, 2015
|
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
|
Year ended December 31, 2012
|
|
Year ended December 31, 2011
|
|
Year ended December 31, 2010
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes, non-controlling interest, discontinued operations
|
$
|
137
|
|
|
$
|
554
|
|
|
$
|
698
|
|
|
$
|
(164
|
)
|
|
$
|
285
|
|
Fixed charges
|
224
|
|
|
142
|
|
|
76
|
|
|
46
|
|
|
31
|
|
|||||
Non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges
|
(4
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Earnings
|
$
|
357
|
|
|
$
|
692
|
|
|
$
|
772
|
|
|
$
|
(118
|
)
|
|
$
|
313
|
|
Fixed Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
181
|
|
|
$
|
103
|
|
|
$
|
42
|
|
|
$
|
13
|
|
|
$
|
2
|
|
Portion of rental expense representative of the interest factor
(1)
|
43
|
|
|
39
|
|
|
34
|
|
|
33
|
|
|
29
|
|
|||||
Fixed Charges
|
$
|
224
|
|
|
$
|
142
|
|
|
$
|
76
|
|
|
$
|
46
|
|
|
$
|
31
|
|
Ratio of earnings to fixed charges *
|
1.59
|
|
|
4.87
|
|
|
10.16
|
|
|
N/A
|
|
|
10.10
|
|
*
|
For the year ended December 31, 2011, fixed charges exceeded earnings by $164 million, resulting in a ratio of less than one.
|
|
|
By:
|
/s/ Andrea L. Ledford
|
|
|
|
Andrea L. Ledford
|
|
|
|
SVP, Corporate Services and
|
|
|
|
Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POSITION:
|
EVP, Services, Engineering and Enterprise Quality
|
GRADE:
|
22 (Executive Vice President)
|
APPOINTMENT DATE:
|
April 24, 2014 (your “Appointment Date” as an Executive Officer)
|
BASE SALARY:
|
Your annual base salary will increase to $525,000, which will become effective May 1, 2014. You will continue to be paid on a bi-weekly pay schedule, one week in arrears.
|
MANAGEMENT INCENTIVE PLAN:
|
You will continue to participate in NCR’s Management Incentive Plan (“MIP”) and effective May 1, 2014 your target incentive award will increase to 100% of your base salary, with a maximum potential payout of 300% of your target award. You will also remain eligible for an additional award of 10% of your base salary linked to the achievement of our annual Customer Success objectives.
Each of these award opportunities will be based upon annual performance objectives established by the Compensation and Human Resource Committee of the NCR Board of Directors (the “Committee”), and are subject to the Committee’s discretion. You must be employed by NCR at the time of payment in order to be eligible to receive any NCR bonus payout.
|
ECONOMIC PROFIT PLAN:
|
As you know, NCR’s Economic Profit Plan (“EPP”) provides the opportunity to participate in a portion of the Economic Profit created by NCR annually through a banking concept, where 33% of your Economic Profit Bank earned becomes payable in cash in August of the following year, so long as you remain employed by NCR at the time of payment. The EPP is designed to strengthen the link between the management team and sustainable creation of stockholder value. Your participation in EPP remains 0.125% of NCR’s economic profit for the 2014 performance year.
Your participation and your EPP participation rate are subject to approval by the Committee. Any payments under the NCR EPP are governed by the plan document and are subject to the Committee’s discretion.
|
PROMOTIONAL EQUITY AWARD:
|
You will receive a one-time promotional equity award with a total value of $250,000, to be delivered in the form of Single-Metric Performance-Based Restricted Stock Units. The effective date of the grant (“the Grant Date”) will be May 1, 2014 and the shares will vest on the third anniversary of the Grant Date, subject to achievement of the performance goal and your continued employment with NCR. The target number of Performance-Based Restricted Stock Units granted will be determined by taking the award value divided by the closing price on the Grant Date. The result is rounded to the nearest whole unit.
This one-time equity award will be issued under the terms of NCR’s Stock Incentive Plan, which is administered by Fidelity Investments
®
. The specific terms and conditions of your award will be set forth in your NCR Single-Metric Performance-Based Restricted Stock Unit Award Agreement, which you must electronically accept in order for the grant to become effective. The award agreement includes, among other things, certain restrictive covenants with which you will be required to comply as a condition for receipt of this NCR equity award.
You will continue to be eligible to participate in NCR’s Annual Long-Term Incentive (LTI) Award Program where LTI awards amounts are determined annually in the first quarter of each calendar year.
|
EXECUTIVE PROGRAM PARTICIPATION:
|
Subject to NCR’s continuation of the programs, you will continue to be eligible to participate in both the Executive Medical Exam and Executive Financial Planning Programs.
The Executive Medical Exam Program currently provides up to $5,000 on an annual basis for progressive, diagnostic analysis by NCR’s provider of choice.
The Executive Financial Planning Program currently provides an annual payment of $12,000, less all applicable taxes, to be used for an executive’s individual financial planning needs. Each of these programs is subject to amendment or termination by NCR.
|
CIC SEVERANCE PLAN PARTICIPATION:
|
You will participate in the NCR Change in Control Severance Plan in effect on December 31, 2008, and as amended on January 27, 2010 with the rights and benefits of a designated Tier II employee. This Plan is subject to amendment or termination by NCR.
|
a)
|
In return for his work, the Employee shall receive a monthly fixed gross salary of EUR
26,436.00
payable in arrears. The position is
Grade 21
. The salary shall be paid in arrears at the end of each calendar month by means of transfer to a domestic account to be specified by the Employee in advance.
|
b)
|
In addition, the Employee shall receive variable compensation. NCR shall prepare new Terms and Conditions as a basis for this for each calendar year. NCR shall review these Terms and Conditions every year and adjust them in accordance with market circumstances and the Employee's performance. The Terms and Conditions in question shall contain information about the variable compensation effective for the duration of one calendar year at a time. They shall be part of the Employment Contract. The basis for calculating the variable compensation is the data and applicable procedural rules of the NCR Corporation's accounting department, especially the “Management Incentive Plan” (MIP), etc.
|
c)
|
In addition to this, NCR shall grant vacation pay once a year and, if the prerequisites are met, a special payment together with the November salary (Christmas bonus), which shall be governed by the relevant applicable provisions (viewable at HR Central). Variable compensation, bonuses and similar allowance will not be taken into account when calculating these.
|
d)
|
Bonuses, awards and similar allowances are voluntary benefits given by NCR to which there is no legal entitlement and the granting of which does not establish a legal claim in the future.
|
d)
|
The company pension scheme is governed by the provisions of the NCR pension plan.
|
a)
|
If the Employee is unable to work through no fault of his own, the Employee shall continue to receive the agreed compensation (gross fixed salary, variable compensation earned) for six weeks. After the first six weeks end, NCR shall continue to pay the difference between the average
|
b)
|
If the Employee dies during the employment relationship, his survivors shall receive a death benefit in accordance with the NCR pension plan.
|
a)
|
The Employee must refrain from using the business relationships with business partners or suppliers of NCR and with their affiliated companies or other third parties that he develops in the context of his role for his own benefit or for the benefit of third parties in any way, whether material or immaterial.
|
b)
|
The Employee must refrain from all actions that could harm or endanger the property of NCR and its affiliated companies. Property within the meaning of this clause also includes rights of NCR, the NCR Corporation and its affiliated companies that are protected by copyright, such as firmware, software of any kind, licensing programs and their documentation. Unauthorized use and passing on of this property to third parties is not permitted.
|
11. Time bars
|
|
Claims based on the employment relationship must be made in writing within three months of their due date. Making a claim after the end of this period is debarred unless it was impossible to meet this deadline because of an unpreventable event. If a claim was made in time and satisfaction thereof was refused, the claim must be enforced in court within six months of the refusal. Later enforcement is debarred. A claim by the Employee shall also be considered refused by NCR if NCR sends a notice of correction.
|
|
I agree to the storage of my personal data:
|
||||
|
|
|
|
|
|
|
Place, date
|
|
Employee
|
|
|
|
|
|
/s/ Michael Bayer
|
|
4/7/2014
|
Mr. Michael Bayer
|
|
Date
|
|
|
|
I confirm my start date to be
|
01/08/2014
|
.
|
|
|
|
Legal Notice to NCR Equity Recipients:
Your participation in the NCR Stock Incentive Plan is both discretionary and voluntary. The value of any NCR equity award is an extraordinary item of income and is not part of your normal or expected compensation. NCR equity awards will not be considered in the calculation of any severance, redundancy, end-of-service payments, bonus, long-service awards, pension, retirement and/or any other benefits or similar payments. The NCR equity awards outlined in this letter are one-time grants that do not constitute an acquired right to receive any additional awards or other similar benefits in the future.
|
1.1
|
Committee
means the Committee on Directors and Governance of the Board.
|
1.2
|
Common Stock
means the common stock of the Company, par value $.01 per share.
|
1.4
|
Deferred Stock Award
means the annual retainer and/or meeting fees, if any, elected by a Participant to be deferred as set forth in ARTICLE III.
|
1.5
|
Deferred Stock Grant
means the annual or mid-year equity grants, if any, elected by a Participant to be deferred as set forth in ARTICLE IV.
|
1.6
|
Director
means a member of the Board who is not an employee of the Company.
|
1.7
|
Fair Market Value
of a share of Common Stock as of a specified date means, unless otherwise determined by the Committee, the closing price of a share of Common Stock on the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock (the “Applicable Exchange”) on the trading date, or if shares of Common Stock were not traded on the Applicable Exchange on the trading date, then on the immediately preceding date on which shares of Common Stock were traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion.
|
1.8
|
Participant
means a Director, and any former Director entitled to payment of a benefit from the Program.
|
1.9
|
Restricted Stock
means actual shares of Common Stock bearing restrictions or conditions and issued to a Director pursuant to the Stock Incentive Plan.
|
1.10
|
Restricted Stock Units
means awards denominated in shares of Common Stock that will be settled in shares of Common Stock equal to the number of shares of Common Stock underlying such awards.
|
1.11
|
Stock Incentive Plan
means the NCR Corporation 2013 Stock Incentive Plan, adopted effective as of April 24, 2013, as may be amended from time to time.
|
1.12
|
Year of Service
means the approximately 12 month period beginning on the date of an annual stockholders’ meeting of the Company and ending on the day before the Company’s annual stockholders’ meeting of the next following year, during which an individual serves as a Director.
|
2.1
|
Annual Compensation
. A Director will receive the compensation described in Sections 2.2 through 2.5 below, as determined by the Committee in its discretion, based on review of competitive data.
|
2.2
|
Annual Retainer
. For each Year of Service, a Director will receive an annual retainer as determined by the Committee, which may include an additional retainer amount for Committee Chairs and members who serve on any committee of the Board. Directors who are newly elected to the Board after the annual stockholders’ meeting of the Company will receive a prorated annual retainer for the first Year of Service. A Director may elect to receive the retainer in cash, in Common Stock, or as a Deferred Stock Award, as described in ARTICLE III. If no election is made, the retainer will be paid in cash. If paid in cash or Common Stock, payment of 25% of the annual amount will be made on June 30, September 30, December 31, and March 31, provided the individual is serving as a Director on such dates. If the individual is not serving as a Director on any such date, the remaining amount of the retainer shall be forfeited.
|
2.3
|
Meeting Fees
. The Committee may determine that Directors will receive a meeting fee for each meeting attended, and may determine that Committee Chairs will determine whether a particular special meeting is subject to a meeting fee. Meeting fees, if any, will be paid quarterly at the same time as the retainer, for meetings attended in the immediately preceding quarter, and may be paid in cash, Common Stock or as a Deferred Stock Award as provided in Article III.
|
2.4
|
Annual Equity Grant
. At each annual stockholders’ meeting of the Company, each individual then serving as a Director or newly elected as a Director shall receive an equity grant under the Stock Incentive Plan, determined by the Committee, consisting of Restricted Stock, Restricted Stock Units and/or nonqualified stock options for Common Stock. If stock options are granted, the exercise price for each optioned share will be the Fair Market Value of one share of Common Stock on the grant date. The stock options will be fully vested and exercisable on the first anniversary of the grant, and
|
2.5
|
Mid-Year Equity Grants
. The Committee in its discretion may grant stock options and/or awards of Restricted Stock or Restricted Stock Units, as described in Section 2.4, to Directors who are newly elected to the Board after the annual stockholders’ meeting. If Restricted Stock or Restricted Stock Units are awarded, the Committee may determine that the shares or units will be forfeited if the Director ceases to serve as a director during a restriction period determined by the Committee. If a mid-year equity grant is made in the form of Restricted Stock Units, a Director may elect to defer receipt of the Common Stock payable in respect of vested Restricted Stock Units as a Deferred Stock Grant as provided in ARTICLE IV.
|
3.1
|
Election to Defer
. For each calendar year, a Director may elect to defer receipt of pay for services relating to the retainer and meeting fees, if any, to be received in that calendar year, and receive them instead as a Deferred Stock Award. The election must be made prior to the January 1 of the calendar year in which the services relating to the retainer or meeting fees will be rendered by a Director or such later date as is permitted by guidance issued under Section 409A of the Internal Revenue Code (the “Code”). The election to defer shall be irrevocable commencing on December 31 of the calendar year prior to the calendar year that such election is in effect. Notwithstanding the foregoing, a newly-elected Director may make an election within 30 days after the date of his or her election to the Board of Directors, which election shall become irrevocable as of the thirtieth (30th) day following the Director's election to the Board of Directors (or such earlier date as specified on the deferral election form) and shall apply only to the unvested retainer and meeting fees for services to be performed after the deferral election becomes irrevocable. A new election to defer may be made for each subsequent calendar year, provided the deferral election is made prior to the January 1 of the calendar year and will be irrevocable for such calendar year. If a new election is not made, or a prior election is not revoked for the immediately succeeding calendar year, the most recent election to defer will remain in effect and be irrevocable for the following calendar year.
|
3.2
|
Form of Election
. The election to defer must be made in writing on a form provided by the Company.
|
3.3
|
Deferral Periods
. A Director may elect to receive the Deferred Stock Award at one of the following times:
|
(a)
|
on the date of termination as a Director consistent with the definition of
|
(b)
|
in one to five equal annual installments, payable on April 30 of each year, beginning on the April 30 next following the date of termination as a Director consistent with the definition of separation of service as defined pursuant to Section 409A of the Code; provided, however, that if a Director is a "specified employee" (as determined under the Company's policy for determining specified employees) on the date of separation from service, the first annual installment shall be paid no earlier than the first business day after the date that is six months following the Director's separation from service within the meaning of Section 409A of the Code.
|
3.4
|
Deferred Stock Awards
. If a Director elects to receive the annual retainer and meeting fees, if any, as a Deferred Stock Award, the Company will maintain a deferred stock account credited, as of the date a payment of the retainer or meeting fee would have otherwise been paid, with a number of stock units equal to the shares of Common Stock (rounded up to the nearest whole share) that could have been purchased with the amount deferred as of such date at the Fair Market Value of the Common Stock on such date. As of the date any dividend is paid to stockholders of Common Stock, the Director’s deferred stock account shall also be credited with an additional number of stock units equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased at the Fair Market Value on such date with the dividend paid on the number of shares of Common Stock equivalent to the number of share units credited to the Director’s deferred stock account. In case of dividends paid in property, the dividend shall be deemed to be the fair market value of the property at the same time of distribution of the dividend, as determined by the Committee.
|
3.5
|
Distribution of Deferred Stock Award
. Payment of a Director’s Deferred Stock Award shall be made at the times elected by the Director at the time of his or deferral election. Distribution shall be made in shares of Common Stock. The total number of shares of Common Stock that a Participant shall receive shall equal the number of stock units credited to the Participant’s deferred stock account as of the date of termination of the Participant service as a Director;
provided
that, in the case of a Participant who elects to receive the distribution in installments, such number of stock units shall be increased, in accordance with Section 3.4 to reflect any dividends paid to stockholders of Common Stock during the period commencing on the date of termination of the Participant’s service as a Director and ending on the date that distribution of the Deferred Stock Award is complete. The shares of Common Stock distributed pursuant to this Section 3.5 shall be paid from, and shall count against the share reserve of, the Stock Incentive Plan.
|
4.1
|
Election to Defer
. If and to the extent Restricted Stock Units are granted to a Director in connection with the annual or mid-year equity grants described in Sections 2.4 and 2.5, respectively, a Director may elect to defer receipt of the Common Stock otherwise payable to the Director as such Restricted Stock Units vest. For the annual equity grant, the election to defer must be made prior to the January 1 of the calendar year in which the grant is made. The election to defer shall be irrevocable commencing on December 31 of the calendar year prior to the calendar year that such election is in effect. To the extent permitted by the Committee, for the mid-year equity grant for newly-elected Directors, such Directors may make the deferral election within 30 days after the date of his or her election to the Board of Directors, which election shall become irrevocable as of the thirtieth (30th) day following the Director's election to the Board of Directors (or such earlier date as specified on the deferral
|
4.3
|
Deferral Periods
. A Director may elect to receive the Common Stock at one of the times specified in Section 3.3 above.
|
4.4
|
Deferred Stock Accounts
. If a Director elects to defer receipt of the Common Stock otherwise payable in respect of Restricted Stock Units awarded as annual or mid-year equity grants, the Company will maintain a deferred stock account credited, as of the date of election to the Board, with a number of stock units equal to the shares of Common Stock the Director was entitled to receive as such Restricted Stock Units vested. As of the date any dividend is paid to stockholders of Common Stock, the Director’s deferred stock account shall also be credited with an additional number of stock units equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased at the Fair Market Value on such date with the dividend paid on the number of shares of Common Stock equivalent to the number of share units credited to the Director’s deferred stock account. In case of dividends paid in property, the dividend shall be deemed to be the fair market value of the property at the same time of distribution of the dividend, as determined by the Committee.
|
4.5
|
Distribution of Deferred Stock Grant
. Payment of a Director’s Deferred Stock Grant shall be made at the times elected by the Director at the time of deferral, in shares of Common Stock. The Participant shall receive the number of whole shares of Common Stock to which the amount of the distribution is equivalent. The shares of Common Stock shall be paid from, and shall count against the share reserve of, the Stock Incentive Plan.
|
5.1
|
Distribution Upon Death
. In the event of the death of a Participant, whether before or after termination of service as a Director, any Deferred Stock Award or Deferred Stock Grant to which he or she was entitled shall be distributed in a lump sum to the Participant’s designated beneficiary, or if no beneficiary is designated, to the Participant’s estate. Distribution shall be made in shares of Common Stock. The total number of shares of Common Stock that shall be distributed shall be the number of stock units credited to the Participant’s deferred stock account as of the date of the Participant’s death. Distribution of a Participant’s stock options will be according to the terms of the stock option agreements.
|
5.2
|
Designation of Beneficiary
. A Participant may designate an individual or entity as his or her beneficiary to receive payment of any Deferred Stock Award, Deferred Stock Grant, or retainer or meeting fees due and unpaid on the date of the Participant’s death, by delivering a written designation to the Company. A Participant may from time to time revoke or change any such designation in
|
6.1
|
Withholding Taxes
. The Company shall deduct from all distributions under the Program any taxes required to be withheld by federal, state or local governments. If distributions are made in shares of Common Stock, the Company shall have the right to retain the value of sufficient shares equal to the amount of the tax required to be withheld with respect to such distributions. In lieu of withholding the value of shares, the Company may require a recipient of a distribution in Common Stock to reimburse the Company for any such taxes required to be withheld upon such terms and conditions as the Company may prescribe.
|
6.2
|
Unfunded Nature of Program
. This Program shall be unfunded. The funds used for payment of benefits hereunder shall, until such actual payment, continue to be part of the general funds of the Company, and no person other than the Company shall, by virtue of this Program, have any interest in any such funds. Nothing contained herein shall be deemed to create a trust of any kind or create any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under this Program, such right shall be no greater than the right of any unsecured general creditor of the Company.
|
6.3
|
Non-alienation of Benefits
. No benefit under this Program shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, including assignment pursuant to a domestic relations order, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, or torts of the Participant.
|
6.4
|
Acceleration Upon a Change in Control
. As provided in Article X of the Stock Incentive Plan and applicable provisions of a Director’s individual award agreement or statement under this Program, the vesting of nonqualified stock options, Restricted Stock and Restricted Stock Units, and the payment of Deferred Stock Awards and Deferred Stock Grants, may accelerate upon the occurrence of a Change in Control. For purposes of the Program, Change in Control shall be applied to the extent necessary to comply with Section 409A(a)(2)(a)(v) of the Code, and in Treasury Regulations issued pursuant to Section 409A(e) of the Code, rather than as defined in Article X of the Stock Incentive Plan.
|
6.5
|
Amendment or Termination of the Program
. The Committee at any time may amend or terminate the Program, provided that no such action shall adversely affect the right of any Participant or beneficiary to a benefit to which he or she has become entitled pursuant to the Program, and no amendment or termination of the Program can alter the Participant’s deferrals of compensation in noncompliance with Section 409A of the Code, or the rules and regulations issued pursuant thereto. Any amendment or termination of the Program that is inconsistent with, or in violation of Code Section 409A, shall be void and of no effect.
|
6.6
|
Interpretation of the Program
. The Program is intended to comply with the provisions of Section 409A of the Code, and the Treasury Regulations issued pursuant thereto; and the provisions of the Program will at all times be administered consistent therewith. Any provision of the Program that is inconsistent with, or in violation of, Section 409A of the Code, shall be void and of no effect. The Senior Vice President and Chief Human Resources Officer, and the General Counsel of the Company are delegated the responsibility to interpret and administer the Program consistent with Section 409A of the Code and to take necessary action pursuant to this Section 6.6 and Section 6.5 to assure that the Program is administered consistent with such provision.
|
Name of Grantee
|
Soc. Sec. #
|
Grant Date
|
No.
of Restricted Stock Units
|
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 (1
st
) 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 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
|
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.
|
|
Organized under the
Laws of
|
MTXEPS LLC
|
California
|
Data Pathing Holding LLC
|
Delaware
|
NCR EasyPoint LLC
|
Delaware
|
NCR European and South American Holdings LLC
|
Delaware
|
NCR Government Systems LLC
|
Delaware
|
NCR Indonesia LLC
|
Delaware
|
NCR International, Inc.
|
Delaware
|
NCR Italia Holdings LLC
|
Delaware
|
NCR Latin American Holdings LLC
|
Delaware
|
NCR Middle East Holdings, LLC
|
Delaware
|
NCR Poland LLC
|
Delaware
|
NCR Solutions (Middle East) LLC
|
Delaware
|
NCR Receivables LLC
|
Delaware
|
North American Research Corporation
|
Delaware
|
Quantor Holding LLC
|
Delaware
|
StoreNext Retail Technologies LLC
|
Delaware
|
Hercules RE Holdings, LLC
|
Georgia
|
Radiant Payment Services, LLC
|
Georgia
|
The National Cash Register Company
|
Maryland
|
Cornell Mayo Associates, Inc.
|
North Carolina
|
Retail Control Systems, Inc.
|
Pennsylvania
|
Retalix USA, Inc.
|
Texas
|
TCR Business Systems, Inc.
|
Texas
|
Texas Digital Systems, Inc.
|
Texas
|
Digital Insight
|
Delaware
|
NCR Argentina S.R.L.
|
Argentina
|
Alaric International Pty Ltd
|
Australia
|
NCR Australia Pty, Ltd.
|
Australia
|
Quest Retail Technology Pty Ltd
|
Australia
|
Radiant Holdings Pty Ltd.
|
Australia
|
Radiant Systems Asia-Pacific Pty Ltd.
|
Australia
|
Retalix Australia PTY Ltd.
|
Australia
|
RADS Australia Holdings Pty Ltd
|
Australia
|
NCR Oesterreich Ges.m.b.H.
|
Austria
|
Orderman GmbH
|
Austria
|
Radiant Systems GmbH
|
Austria
|
NCR (Bahrain) W.L.L.
|
Bahrain
|
NCR Hospitality Bahrain SPC
|
Bahrain
|
NCR Belgium & Co. SNC
|
Belgium
|
|
Organized under the
Laws of
|
Global Assurance Limited
|
Bermuda
|
NCR (Bermuda) Holdings Limited
|
Bermuda
|
NCR Bermuda (2006) Limited
|
Bermuda
|
NCR Services Limited
|
Bermuda
|
NCR Treasury Finance Limited
|
Bermuda
|
NCR Treasury Financing Limited
|
Bermuda
|
NCR Brasil – Industria de Equipamentos para Automacao S.A.
|
Brazil
|
NCR Brasil LTDA
|
Brazil
|
POS Integrated Solutions De Brasil Comercio E Services de Informatica S.A.
|
Brazil
|
RDS South American Comercio E Servicos De Informatica S.A.
|
Brazil
|
Wyse Sistemas de Informatica Ltda
|
Brazil
|
NCR Canada Corp.
|
Canada
|
NCR Chile Industrial y Comercial Limitada
|
Chile
|
NCR Comercial E Inversiones Limitada
|
Chile
|
NCR (Beijing) Financial Equipment System Co., Ltd.
|
China
|
NCR (Guangzhou) Technology Co., Ltd.
|
China
|
NCR (Shanghai) Technology Services Ltd.
|
China
|
Retalix Technology (Beijing) Co. Ltd.
|
China
|
NCR Colombia Ltda
|
Colombia
|
Papeles y Suministros del Cuaca S.A. (Joint Venture)
|
Colombia
|
NCR (Cyprus) Limited
|
Cyprus
|
NCR (IRI) Ltd.
|
Cyprus
|
NCR (Middle East) Limited
|
Cyprus
|
NCR (North Africa) Limited
|
Cyprus
|
NCR Ceska Republika spol. S.r.o.
|
Czech Republic
|
NCR Danmark A/S
|
Denmark
|
NCR Dominicana SRL
|
Dominican Republic
|
NCR Finland OY
|
Finland
|
4Front Technologies SA France
|
France
|
NCR France, SNC
|
France
|
Retalix France SARL
|
France
|
NCR Antilles S.A.R.L.
|
French W.I.
|
NCR GmbH
|
Germany
|
NCR Ghana Limited
|
Ghana
|
NCR (Hellas) S.A.
|
Greece
|
NCR (Hong Kong) Limited
|
Hong Kong
|
Alaric International Korlatolt Felelossegu Tarsasag
|
Hungary
|
NCR Global Service Center K.f.t.
|
Hungary
|
NCR Magyarorszag Kft.
|
Hungary
|
NCR Corporation India Private Limited
|
India
|
Digital Insight India Products Private Limited
|
India
|
Radiant Systems Retail Solutions Private Limited
|
India
|
P. T. NCR Indonesia
|
Indonesia
|
NCR Airside Ireland Limited
|
Ireland
|
NCR Global Holdings Limited
|
Ireland
|
|
Organized under the
Laws of
|
NCR Global Solutions Limited
|
Ireland
|
NCR International Technology Limited
|
Ireland
|
DemandX Ltd.
|
Israel
|
Kohav Orion Advertising Information Ltd.
|
Israel
|
Moon Holdings S.P.V Ltd.
|
Israel
|
Orlan Orion Systems Ltd.
|
Israel
|
P.O.S. (Restaurant Solutions) Ltd.
|
Israel
|
Palm Point Ltd.
|
Israel
|
Retalix Israel Ltd.
|
Israel
|
Retalix Ltd.
|
Israel
|
StoreAlliance.com Ltd.
|
Israel
|
StoreNext Ltd.
|
Israel
|
StoreNext Strategy Limited Partnership
|
Israel
|
Tamar Industries M.R. Electronic Ltd.
|
Israel
|
TradaNet Electronic Commerce Services Ltd.
|
Israel
|
NCR Italia S.r.l.
|
Italy
|
Retalix Italia S.p.A.
|
Italy
|
Global Solution Services, Ltd.
|
Japan
|
NCR Holdings, Ltd.
|
Japan
|
NCR Japan, Ltd.
|
Japan
|
NCR (Kenya) Limited
|
Kenya
|
NCR Korea Co Ltd.
|
Korea
|
NCR International & Co Holdings Luxembourg SNC
|
Luxembourg
|
NCR International & Co Luxembourg SNC
|
Luxembourg
|
NCR International SNC
|
Luxembourg
|
NCR International 2 SNC
|
Luxembourg
|
RADS International SARL
|
Luxembourg
|
Orderman S.Á R.L.
|
Luxeumbourg
|
NCR (Macau) Limited
|
Macau
|
Alaric International SDN. BHD
|
Malaysia
|
NCR (Malaysia) Sdn. Bhd.
|
Malaysia
|
Radiant Systems Retail Solutions SDN. BDH.
|
Malaysia
|
Tricubes NCR JV Sdn Bhd
|
Malaysia
|
NCR Consumables, SA de CV
|
Mexico
|
NCR de Mexico S. RL C.V.
|
Mexico
|
NCR Global Consumables Solutions, SA de CV
|
Mexico
|
NCR Solutions de Mexico S. de R.L. de C.V.
|
Mexico
|
Keynesplein Holding C.V.
|
Netherlands
|
NCR Aftermarket B.V.
|
Netherlands
|
NCR Dutch Holdings B.V.
|
Netherlands
|
NCR Dutch Holdings C.V.
|
Netherlands
|
NCR Nederland B.V.
|
Netherlands
|
NCR (NZ) Corporation
|
New Zealand
|
NCR (Nigeria) PLC
|
Nigeria
|
NCR Norge AS
|
Norway
|
|
Organized under the
Laws of
|
NCR Corporation de Centroamerica S.A.
|
Panama
|
NCR del Peru S.A.
|
Peru
|
NCR Cebu Development Center, Inc.
|
Philippines
|
NCR Corporation (Philippines)
|
Philippines
|
NCR Polska Sp.z.o.o.
|
Poland
|
NCR Iberia Lda
|
Portugal
|
NCR Qatar LLC
|
Qatar
|
NCR A/O
|
Russia
|
NCR D.O.O. Beograd
|
Serbia
|
NCR Asia Pacific PTE Limited
|
Singapore
|
NCR Singapore Pte Ltd
|
Singapore
|
Radiant Systems Retail Solutions Pte Ltd.
|
Singapore
|
NCR International (South Africa) (Pty) Ltd.
|
South Africa
|
NCR Espana, S.L.
|
Spain
|
Orderman Iberica S.L.
|
Spain
|
Radiant Systems Retail Solutions, S.L.
|
Spain
|
Iber Aloha S.L.
|
Spain
|
National Registrierkassen AG
|
Switzerland
|
NCR (Switzerland) GmbH
|
Switzerland
|
NCR Systems Taiwan Ltd.
|
Taiwan
|
NCR (Thailand) Limited
|
Thailand
|
Radiant Systems Ltd.
|
Thailand
|
NCR Bilisim Sistemleri, LS
|
Turkey
|
NCR Ukraine Limited
|
Ukraine
|
Alaric Systems Limited
|
United Kingdom
|
Eurographics Industries Ltd.
|
United Kingdom
|
Express Boyd Limited
|
United Kingdom
|
Fluidtopco Ltd.
|
United Kingdom
|
NCR Financial Solutions Group Limited
|
United Kingdom
|
NCR Limited
|
United Kingdom
|
NCR Properties Limited
|
United Kingdom
|
NCR UK Finance Limited
|
United Kingdom
|
NCR UK Group Limited
|
United Kingdom
|
NCR UK Holdings Limited
|
United Kingdom
|
NCR UK Partners LLP
|
United Kingdom
|
Radiant Systems UK (II) Limited
|
United Kingdom
|
Radiant Systems Limited
|
United Kingdom
|
Retalix (UK) Limited
|
United Kingdom
|
N. Timms & Co (Private) Ltd
|
Zimbabwe
|
NCR Zimbabwe (Private) Ltd
|
Zimbabwe
|
Date:
|
February 27, 2015
|
|
/s/ William Nuti
|
|
|
|
William Nuti
|
|
|
|
Chairman of the Board, Chief Executive Officer and President
|
Date:
|
February 27, 2015
|
|
/s/ Robert Fishman
|
|
|
|
Robert Fishman
|
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Dated:
|
February 27, 2015
|
|
/s/ William Nuti
|
|
|
|
William Nuti
|
|
|
|
Chairman of the Board, Chief Executive Officer and President
|
Dated:
|
February 27, 2015
|
|
/s/ Robert Fishman
|
|
|
|
Robert Fishman
|
|
|
|
Senior Vice President and Chief Financial Officer
|