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þ
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QUARTERLY 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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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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Smaller reporting company
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o
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Emerging Growth Company
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o
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Title of each class
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Trading Symbol(s)
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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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NCR
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New York Stock Exchange
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PART I. Financial Information
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Description
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. Other Information
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Description
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Page
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Item 1.
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FINANCIAL STATEMENTS
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In millions, except per share amounts
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Product revenue
|
$
|
539
|
|
|
$
|
526
|
|
Service revenue
|
997
|
|
|
991
|
|
||
Total revenue
|
1,536
|
|
|
1,517
|
|
||
Cost of products
|
453
|
|
|
420
|
|
||
Cost of services
|
672
|
|
|
677
|
|
||
Selling, general and administrative expenses
|
252
|
|
|
245
|
|
||
Research and development expenses
|
59
|
|
|
66
|
|
||
Total operating expenses
|
1,436
|
|
|
1,408
|
|
||
Income from operations
|
100
|
|
|
109
|
|
||
Interest expense
|
(45
|
)
|
|
(41
|
)
|
||
Other expense, net
|
(8
|
)
|
|
(5
|
)
|
||
Income from continuing operations before income taxes
|
47
|
|
|
63
|
|
||
Income tax expense
|
9
|
|
|
7
|
|
||
Income from continuing operations
|
38
|
|
|
56
|
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
(35
|
)
|
||
Net income
|
38
|
|
|
21
|
|
||
Net income attributable to noncontrolling interests
|
1
|
|
|
1
|
|
||
Net income attributable to NCR
|
$
|
37
|
|
|
$
|
20
|
|
Amounts attributable to NCR common stockholders:
|
|
|
|
||||
Income from continuing operations
|
$
|
37
|
|
|
$
|
55
|
|
Dividends on convertible preferred stock
|
(13
|
)
|
|
(12)
|
|
||
Income from continuing operations attributable to NCR common stockholders
|
24
|
|
|
43
|
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
(35
|
)
|
||
Net income attributable to NCR common stockholders
|
$
|
24
|
|
|
$
|
8
|
|
Income per share attributable to NCR common stockholders:
|
|
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|
||||
Income per common share from continuing operations
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|
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|
||||
Basic
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$
|
0.20
|
|
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$
|
0.36
|
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Diluted
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$
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0.20
|
|
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$
|
0.35
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Net income per common share
|
|
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|
||||
Basic
|
$
|
0.20
|
|
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$
|
0.07
|
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Diluted
|
$
|
0.20
|
|
|
$
|
0.06
|
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Weighted average common shares outstanding
|
|
|
|
||||
Basic
|
119.3
|
|
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119.2
|
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Diluted
|
122.2
|
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123.8
|
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In millions
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Net income
|
$
|
38
|
|
|
$
|
21
|
|
Other comprehensive (loss) income:
|
|
|
|
||||
Currency translation adjustments
|
|
|
|
||||
Currency translation gains
|
19
|
|
|
19
|
|
||
Derivatives
|
|
|
|
||||
Unrealized gains (losses) on derivatives
|
1
|
|
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(5
|
)
|
||
Losses (gains) on derivatives recognized during the period
|
(1
|
)
|
|
1
|
|
||
Less income tax (benefit) provision
|
—
|
|
|
—
|
|
||
Employee benefit plans
|
|
|
|
||||
Amortization of prior service benefit
|
(2
|
)
|
|
(2
|
)
|
||
Amortization of actuarial (loss) benefit
|
(1
|
)
|
|
1
|
|
||
Less income tax benefit
|
—
|
|
|
1
|
|
||
Other comprehensive income
|
16
|
|
|
15
|
|
||
Total comprehensive income
|
54
|
|
|
36
|
|
||
Less comprehensive income attributable to noncontrolling interests:
|
|
|
|
||||
Net income
|
1
|
|
|
1
|
|
||
Amounts attributable to noncontrolling interests
|
1
|
|
|
1
|
|
||
Comprehensive income attributable to NCR
|
$
|
53
|
|
|
$
|
35
|
|
In millions, except per share amounts
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
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|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
414
|
|
|
$
|
464
|
|
Accounts receivable, net
|
1,335
|
|
|
1,356
|
|
||
Inventories
|
874
|
|
|
806
|
|
||
Other current assets
|
393
|
|
|
397
|
|
||
Total current assets
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3,016
|
|
|
3,023
|
|
||
Property, plant and equipment, net
|
373
|
|
|
359
|
|
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Goodwill
|
2,705
|
|
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2,692
|
|
||
Intangibles, net
|
573
|
|
|
595
|
|
||
Operating lease assets
|
433
|
|
|
—
|
|
||
Prepaid pension cost
|
148
|
|
|
140
|
|
||
Deferred income taxes
|
453
|
|
|
448
|
|
||
Other assets
|
497
|
|
|
504
|
|
||
Total assets
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$
|
8,198
|
|
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$
|
7,761
|
|
Liabilities and stockholders’ equity
|
|
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|
||||
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
297
|
|
|
$
|
185
|
|
Accounts payable
|
788
|
|
|
897
|
|
||
Payroll and benefits liabilities
|
184
|
|
|
238
|
|
||
Contract liabilities
|
566
|
|
|
461
|
|
||
Other current liabilities
|
546
|
|
|
501
|
|
||
Total current liabilities
|
2,381
|
|
|
2,282
|
|
||
Long-term debt
|
2,914
|
|
|
2,980
|
|
||
Pension and indemnity plan liabilities
|
760
|
|
|
759
|
|
||
Postretirement and postemployment benefits liabilities
|
120
|
|
|
118
|
|
||
Income tax accruals
|
93
|
|
|
91
|
|
||
Operating lease liabilities
|
406
|
|
|
—
|
|
||
Other liabilities
|
184
|
|
|
259
|
|
||
Total liabilities
|
6,858
|
|
|
6,489
|
|
||
Commitments and Contingencies (Note 9)
|
|
|
|
||||
Redeemable noncontrolling interest
|
14
|
|
|
14
|
|
||
Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.9 and 0.9 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively; redemption amount and liquidation preference of $883 and $871 as of March 31, 2019 and December 31, 2018, respectively
|
872
|
|
|
859
|
|
||
Stockholders’ equity
|
|
|
|
||||
NCR stockholders’ equity
|
|
|
|
||||
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Common stock: par value $0.01 per share, 500.0 shares authorized, 119.8 and 118.7 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
1
|
|
|
1
|
|
||
Paid-in capital
|
48
|
|
|
34
|
|
||
Retained earnings
|
630
|
|
|
606
|
|
||
Accumulated other comprehensive loss
|
(230
|
)
|
|
(246
|
)
|
||
Total NCR stockholders’ equity
|
449
|
|
|
395
|
|
||
Noncontrolling interests in subsidiaries
|
5
|
|
|
4
|
|
||
Total stockholders’ equity
|
454
|
|
|
399
|
|
||
Total liabilities and stockholders’ equity
|
$
|
8,198
|
|
|
$
|
7,761
|
|
In millions
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
38
|
|
|
$
|
21
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Loss from discontinued operations
|
—
|
|
|
35
|
|
||
Depreciation and amortization
|
81
|
|
|
86
|
|
||
Stock-based compensation expense
|
23
|
|
|
14
|
|
||
Deferred income taxes
|
(5
|
)
|
|
4
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Receivables
|
21
|
|
|
(114
|
)
|
||
Inventories
|
(68
|
)
|
|
(42
|
)
|
||
Current payables and accrued expenses
|
(192
|
)
|
|
(77
|
)
|
||
Contract liabilities
|
100
|
|
|
75
|
|
||
Employee benefit plans
|
(4
|
)
|
|
(3
|
)
|
||
Other assets and liabilities
|
(10
|
)
|
|
(23
|
)
|
||
Net cash used in operating activities
|
(16
|
)
|
|
(24
|
)
|
||
Investing activities
|
|
|
|
||||
Expenditures for property, plant and equipment
|
(22
|
)
|
|
(29
|
)
|
||
Additions to capitalized software
|
(43
|
)
|
|
(42
|
)
|
||
Business acquisitions, net
|
(6
|
)
|
|
—
|
|
||
Other investing activities, net
|
3
|
|
|
(3
|
)
|
||
Net cash used in investing activities
|
(68
|
)
|
|
(74
|
)
|
||
Financing activities
|
|
|
|
||||
Short term borrowings, net
|
7
|
|
|
(1
|
)
|
||
Payments on term credit facilities
|
(17
|
)
|
|
(34
|
)
|
||
Payments on revolving credit facilities
|
(375
|
)
|
|
(498
|
)
|
||
Borrowings on revolving credit facilities
|
430
|
|
|
613
|
|
||
Repurchases of Company common stock
|
—
|
|
|
(165
|
)
|
||
Proceeds from employee stock plans
|
4
|
|
|
5
|
|
||
Tax withholding payments on behalf of employees
|
(13
|
)
|
|
(11
|
)
|
||
Net cash provided by (used in) financing activities
|
36
|
|
|
(91
|
)
|
||
Cash flows from discontinued operations
|
|
|
|
||||
Net cash used in operating activities
|
(6
|
)
|
|
(4
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
1
|
|
|
5
|
|
||
Decrease in cash, cash equivalents, and restricted cash
|
(53
|
)
|
|
(188
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
476
|
|
|
543
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
423
|
|
|
$
|
355
|
|
In millions
|
March 31
|
||||||
2019
|
|
2018
|
|||||
Reconciliation of cash, cash equivalents and restricted cash as shown in the Condensed Consolidated Statements of Cash Flows
|
|
|
|
||||
Cash and cash equivalents
|
$
|
414
|
|
|
$
|
348
|
|
Restricted cash included in other assets
|
9
|
|
|
7
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
423
|
|
|
$
|
355
|
|
|
|
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, 2018
|
|
119
|
|
|
$
|
1
|
|
|
$
|
34
|
|
|
$
|
606
|
|
|
$
|
(246
|
)
|
|
$
|
4
|
|
|
$
|
399
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
1
|
|
|
38
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
16
|
|
|
1
|
|
|
54
|
|
||||||
Employee stock purchase and stock compensation plans
|
|
1
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Series A convertible preferred stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
March 31, 2019
|
|
120
|
|
|
$
|
1
|
|
|
$
|
48
|
|
|
$
|
630
|
|
|
$
|
(230
|
)
|
|
$
|
5
|
|
|
$
|
454
|
|
|
|
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, 2017
|
|
122
|
|
|
$
|
1
|
|
|
$
|
60
|
|
|
$
|
857
|
|
|
$
|
(199
|
)
|
|
$
|
3
|
|
|
$
|
722
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
14
|
|
|
—
|
|
|
34
|
|
||||||
Effects of adoption of new accounting standards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
1
|
|
|
—
|
|
|
15
|
|
||||||
Employee stock purchase and stock compensation plans
|
|
1
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Repurchase of Company common stock
|
|
(5
|
)
|
|
—
|
|
|
(68
|
)
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
||||||
Series A convertible preferred stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
March 31, 2018
|
|
118
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
782
|
|
|
$
|
(184
|
)
|
|
$
|
3
|
|
|
$
|
602
|
|
|
|
In millions
|
Location in the Condensed Consolidated Balance Sheet
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Current portion of contract assets
|
Other current assets
|
|
$
|
19
|
|
|
$
|
22
|
|
Current portion of contract liabilities
|
Contract liabilities
|
|
$
|
566
|
|
|
$
|
461
|
|
Non-current portion of contract liabilities
|
Other liabilities
|
|
$
|
83
|
|
|
$
|
85
|
|
In millions
|
Location in the Condensed Consolidated Balance Sheet
|
|
March 31, 2019
|
||
Assets
|
|
|
|
||
Operating lease assets
|
Operating lease assets
|
|
$
|
433
|
|
Finance lease assets
|
Property, plant and equipment, net
|
|
2
|
|
|
Amortization of Finance lease assets
|
Property, plant and equipment, net
|
|
—
|
|
|
Total leased assets
|
|
|
$
|
435
|
|
Liabilities
|
|
|
|
||
Current
|
|
|
|
||
Operating lease liabilities
|
Other current liabilities
|
|
$
|
102
|
|
Finance lease liabilities
|
Other current liabilities
|
|
1
|
|
|
Noncurrent
|
|
|
|
||
Operating lease liabilities
|
Operating lease liabilities
|
|
406
|
|
|
Finance lease liabilities
|
Other liabilities
|
|
1
|
|
|
Total lease liabilities
|
|
|
$
|
510
|
|
In millions
|
|
Three months ended March 31, 2019
|
||
Operating lease cost
|
|
$
|
35
|
|
Finance lease cost
|
|
|
||
Amortization of leased assets
|
|
—
|
|
|
Interest on lease liabilities
|
|
—
|
|
|
Short-Term lease cost
|
|
2
|
|
|
Variable lease cost
|
|
9
|
|
|
Total lease cost
|
|
$
|
46
|
|
In millions
|
|
Three months ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
32
|
|
Operating cash flows from finance leases
|
|
—
|
|
|
Financing cash flows from finance leases
|
|
—
|
|
|
Lease Assets Obtained in Exchange for Lease Obligations
|
|
|
||
Operating Leases
|
|
12
|
|
|
Finance Leases
|
|
$
|
1
|
|
In millions
|
|
Operating Leases
|
|
Finance Leases
|
||||
2019
|
|
$
|
102
|
|
|
$
|
1
|
|
2020
|
|
103
|
|
|
1
|
|
||
2021
|
|
79
|
|
|
—
|
|
||
2022
|
|
59
|
|
|
—
|
|
||
2023
|
|
44
|
|
|
—
|
|
||
Thereafter
|
|
310
|
|
|
—
|
|
||
Total lease payments
|
|
697
|
|
|
2
|
|
||
Less: Amount representing interest
|
|
189
|
|
|
—
|
|
||
Present value of lease liabilities
|
|
$
|
508
|
|
|
$
|
2
|
|
|
|
March 31, 2019
|
|
Weighted average lease term:
|
|
|
|
Operating leases
|
|
9.1 years
|
|
Finance leases
|
|
3.2 years
|
|
Weighted average interest rate:
|
|
|
|
Operating leases
|
|
6.40
|
%
|
Finance leases
|
|
5.51
|
%
|
•
|
Banking - 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.
|
•
|
Retail - 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; a 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 as well as payment processing solutions.
|
•
|
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 as well as payment processing solutions.
|
•
|
Other - This category includes telecommunications and technology solutions where we offer maintenance as well as managed and professional services for third-party hardware provided to select manufacturers who value and leverage our global service capability.
|
In millions
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Revenue by segment
|
|
|
|
||||
Banking
|
$
|
758
|
|
|
$
|
721
|
|
Retail
|
511
|
|
|
521
|
|
||
Hospitality
|
193
|
|
|
204
|
|
||
Other
|
74
|
|
|
71
|
|
||
Consolidated revenue
|
$
|
1,536
|
|
|
$
|
1,517
|
|
Operating income by segment
|
|
|
|
||||
Banking
|
$
|
95
|
|
|
$
|
84
|
|
Retail
|
26
|
|
|
35
|
|
||
Hospitality
|
16
|
|
|
19
|
|
||
Other
|
10
|
|
|
10
|
|
||
Subtotal - segment operating income
|
147
|
|
|
148
|
|
||
Other adjustments (1)
|
47
|
|
|
39
|
|
||
Income from operations
|
$
|
100
|
|
|
$
|
109
|
|
(1)
|
The following table presents the other adjustments for NCR:
|
In millions
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Transformation and restructuring costs
|
$
|
26
|
|
|
$
|
16
|
|
Acquisition-related amortization of intangible assets
|
21
|
|
|
23
|
|
||
Total other adjustments
|
$
|
47
|
|
|
$
|
39
|
|
In millions
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Americas
|
$
|
920
|
|
|
$
|
889
|
|
Europe, Middle East and Africa (EMEA)
|
419
|
|
|
408
|
|
||
Asia Pacific (APJ)
|
197
|
|
|
220
|
|
||
Total revenue
|
$
|
1,536
|
|
|
$
|
1,517
|
|
In millions
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Product revenue
|
$
|
539
|
|
|
$
|
526
|
|
Professional services and installation services revenue
|
238
|
|
|
256
|
|
||
Recurring revenue, including maintenance, cloud revenue and payments
|
759
|
|
|
735
|
|
||
Total revenue
|
$
|
1,536
|
|
|
$
|
1,517
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
March 31, 2019
|
||||||||||||||||||||||||||
In millions
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|
Additions
|
|
Impairment
|
|
Other
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
||||||||||||||||||
Banking
|
$
|
1,718
|
|
|
$
|
(101
|
)
|
|
$
|
1,617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1,720
|
|
|
$
|
(101
|
)
|
|
$
|
1,619
|
|
Retail
|
571
|
|
|
(34
|
)
|
|
537
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
576
|
|
|
$
|
(34
|
)
|
|
542
|
|
||||||||
Hospitality
|
385
|
|
|
(23
|
)
|
|
362
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
391
|
|
|
(23
|
)
|
|
368
|
|
|||||||||
Other
|
187
|
|
|
(11
|
)
|
|
176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|
(11
|
)
|
|
176
|
|
|||||||||
Total goodwill
|
$
|
2,861
|
|
|
$
|
(169
|
)
|
|
$
|
2,692
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2,874
|
|
|
$
|
(169
|
)
|
|
$
|
2,705
|
|
|
Amortization
Period
(in Years)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
In millions
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|||||||||
Identifiable intangible assets
|
|
|
|
|
|
|
|
|
|
||||||||
Reseller & customer relationships
|
1 - 20
|
|
$
|
725
|
|
|
$
|
(231
|
)
|
|
$
|
726
|
|
|
$
|
(218
|
)
|
Intellectual property
|
2 - 8
|
|
443
|
|
|
(379
|
)
|
|
443
|
|
|
(373
|
)
|
||||
Customer contracts
|
8
|
|
89
|
|
|
(87
|
)
|
|
89
|
|
|
(87
|
)
|
||||
Tradenames
|
2 - 10
|
|
75
|
|
|
(62
|
)
|
|
75
|
|
|
(60
|
)
|
||||
Total identifiable intangible assets
|
|
|
$
|
1,332
|
|
|
$
|
(759
|
)
|
|
$
|
1,333
|
|
|
$
|
(738
|
)
|
In millions
|
Three months ended March 31, 2019
|
Remainder of 2019 (estimated)
|
||||
Amortization expense
|
$
|
21
|
|
$
|
66
|
|
|
|
For the years ended December 31 (estimated)
|
||||||||||||||||||
In millions
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||
Amortization expense
|
|
$
|
68
|
|
|
$
|
59
|
|
|
$
|
55
|
|
|
$
|
52
|
|
|
$
|
47
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||||||
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)
|
$
|
90
|
|
|
4.50%
|
|
$
|
84
|
|
|
4.51%
|
|
Trade Receivables Securitization Facility
|
200
|
|
|
3.36%
|
|
100
|
|
|
3.37%
|
|||
Other (2)
|
7
|
|
|
3.71%
|
|
1
|
|
|
4.92%
|
|||
|
Total short-term borrowings
|
$
|
297
|
|
|
|
|
$
|
185
|
|
|
|
Long-Term Debt
|
|
|
|
|
|
|
|
|||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
|||||
|
Term loan facility (1)
|
$
|
653
|
|
|
4.50%
|
|
$
|
675
|
|
|
4.51%
|
|
Revolving credit facility (1)
|
75
|
|
|
4.49%
|
|
120
|
|
|
4.49%
|
||
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
|
|
|
|
||
Deferred financing fees
|
(16
|
)
|
|
|
|
(18
|
)
|
|
|
|||
Other (2)
|
2
|
|
|
0.77%
|
|
3
|
|
|
0.59%
|
|||
|
Total long-term debt
|
$
|
2,914
|
|
|
|
|
$
|
2,980
|
|
|
|
(1)
|
Interest rates are weighted-average interest rates as of March 31, 2019 and December 31, 2018.
|
(2)
|
Interest rates are weighted-average interest rates as of March 31, 2019 and December 31, 2018 primarily related to various international credit facilities.
|
•
|
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 December 31, 2017 and on or prior to December 31, 2019, (a) the sum of 4.00 and an amount (not to exceed 0.50) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b) 1.00, and (ii) in the case of any fiscal quarter ending after December 31, 2019, the sum of (a) 3.75 and an amount (not to exceed 0.50) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b) 1.00; and
|
•
|
an interest coverage ratio on the last day of any fiscal quarter greater than or equal to 3.50 to 1.00.
|
In millions
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Restricted stock units
|
$
|
20
|
|
|
$
|
13
|
|
Stock options
|
2
|
|
|
—
|
|
||
Employee stock purchase plan
|
1
|
|
|
1
|
|
||
Stock-based compensation expense
|
23
|
|
|
14
|
|
||
Tax benefit
|
(3
|
)
|
|
(3)
|
|
||
Total stock-based compensation expense (net of tax)
|
$
|
20
|
|
|
$
|
11
|
|
|
Three months ended March 31
|
||||||
|
2019
|
|
2018
|
||||
Dividend yield
|
$
|
—
|
|
|
$
|
—
|
|
Risk-free interest rate
|
2.50
|
%
|
|
2.47
|
%
|
||
Expected volatility
|
34.79
|
%
|
|
34.81
|
%
|
||
Expected holding period (years)
|
3.9
|
|
|
3.8
|
|
In millions
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||||
Net service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
16
|
|
|
15
|
|
|
5
|
|
|
5
|
|
|
21
|
|
|
20
|
|
||||||
Expected return on plan assets
|
(10
|
)
|
|
(11
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(18
|
)
|
|
(19
|
)
|
||||||
Net periodic benefit cost (income)
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
5
|
|
|
$
|
3
|
|
|
Three months ended March 31
|
||||||
2019
|
|
2018
|
|||||
Interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of:
|
|
|
|
||||
Prior service benefit
|
(1
|
)
|
|
(1
|
)
|
||
Net postretirement benefit
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
Three months ended March 31
|
||||||
In millions
|
2019
|
|
2018
|
||||
Net service cost
|
$
|
14
|
|
|
$
|
10
|
|
Interest cost
|
1
|
|
|
1
|
|
||
Amortization of:
|
|
|
|
||||
Prior service benefit
|
(1
|
)
|
|
(1
|
)
|
||
Actuarial gain
|
(1
|
)
|
|
—
|
|
||
Net benefit cost
|
$
|
13
|
|
|
$
|
10
|
|
In millions
|
2019
|
|
2018
|
||||
Warranty reserve liability
|
|
|
|
||||
Beginning balance as of January 1
|
$
|
26
|
|
|
$
|
26
|
|
Accruals for warranties issued
|
8
|
|
|
8
|
|
||
Settlements (in cash or in kind)
|
(10
|
)
|
|
(10
|
)
|
||
Ending balance as of March 31
|
$
|
24
|
|
|
$
|
24
|
|
In millions, except per share amounts
|
|
Three months ended March 31
|
||||||
|
2019
|
|
2018
|
|||||
Numerator
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
37
|
|
|
$
|
55
|
|
Series A Convertible Preferred Stock dividends
|
|
(13
|
)
|
|
(12
|
)
|
||
Income from continuing operations attributable to NCR common stockholders
|
|
24
|
|
|
43
|
|
||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
(35
|
)
|
||
Net income attributable to NCR common stockholders
|
|
$
|
24
|
|
|
$
|
8
|
|
|
|
|
|
|
||||
Denominator
|
|
|
|
|
||||
Basic weighted average number of shares outstanding
|
|
119.3
|
|
|
119.2
|
|
||
|
|
|
|
|
||||
Basic earnings per share:
|
|
|
|
|
||||
From continuing operations
|
|
$
|
0.20
|
|
|
$
|
0.36
|
|
From discontinued operations
|
|
—
|
|
|
(0.29
|
)
|
||
Total basic earnings per share
|
|
$
|
0.20
|
|
|
$
|
0.07
|
|
In millions, except per share amounts
|
|
Three months ended March 31
|
||||||
|
2019
|
|
2018
|
|||||
Numerator
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
37
|
|
|
$
|
55
|
|
Series A Convertible Preferred Stock dividends
|
|
(13
|
)
|
|
(12
|
)
|
||
Income from continuing operations attributable to NCR common stockholders
|
|
24
|
|
|
43
|
|
||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
(35
|
)
|
||
Net income attributable to NCR common stockholders
|
|
$
|
24
|
|
|
$
|
8
|
|
|
|
|
|
|
||||
Basic weighted average number of shares outstanding
|
|
119.3
|
|
|
119.2
|
|
||
Dilutive effect of restricted stock units
|
|
2.9
|
|
|
4.6
|
|
||
Denominator
|
|
122.2
|
|
|
123.8
|
|
||
|
|
|
|
|
||||
Diluted earnings per share:
|
|
|
|
|
||||
From continuing operations
|
|
$
|
0.20
|
|
|
$
|
0.35
|
|
From discontinued operations
|
|
—
|
|
|
(0.29
|
)
|
||
Total diluted earnings per share
|
|
$
|
0.20
|
|
|
$
|
0.06
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
March 31, 2019
|
||||||||||||||||||
In millions
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
136
|
|
|
$
|
5
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
|
|
|
$
|
5
|
|
|
|
|
|
|
$
|
—
|
|
||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
58
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
276
|
|
|
$
|
1
|
|
Total derivatives not designated as hedging instruments
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
1
|
|
||||
Total derivatives
|
|
|
|
|
$
|
5
|
|
|
|
|
|
|
$
|
1
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||
In millions
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
169
|
|
|
$
|
4
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
|
|
|
$
|
4
|
|
|
|
|
|
|
$
|
—
|
|
||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
219
|
|
|
$
|
1
|
|
|
Other current liabilities
|
|
$
|
157
|
|
|
$
|
1
|
|
Total derivatives not designated as hedging instruments
|
|
|
|
|
$
|
1
|
|
|
|
|
|
|
$
|
1
|
|
||||
Total derivatives
|
|
|
|
|
$
|
5
|
|
|
|
|
|
|
$
|
1
|
|
In millions
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on Derivative
|
|
|
|
Amount of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations
|
||||||||||||
Derivatives in Cash Flow Hedging Relationships
|
For the three months ended March 31, 2019
|
|
For the three months ended March 31, 2018
|
|
Location of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations
|
|
For the three months ended March 31, 2019
|
|
For the three months ended March 31, 2018
|
||||||||
Foreign exchange contracts
|
$
|
1
|
|
|
$
|
(5
|
)
|
|
Cost of products
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
In millions
|
|
|
Amount of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations
|
||||||
|
|
|
Three months ended March 31
|
||||||
Derivatives not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations
|
|
2019
|
|
2018
|
||||
Foreign exchange contracts
|
Other (expense), net
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
March 31, 2019
|
||||||||||||||
In millions
|
Total
|
|
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)
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign exchange contracts (2)
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total
|
$
|
18
|
|
|
$
|
13
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts (3)
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Total
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
December 31, 2018
|
||||||||||||||
In millions
|
Total
|
|
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)
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign exchange contracts (2)
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total
|
$
|
13
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts (3)
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Total
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
In millions
|
Currency Translation Adjustments
|
Changes in Employee Benefit Plans
|
Changes in Fair Value of Effective Cash Flow Hedges
|
Total
|
||||||||
Balance as of December 31, 2018
|
$
|
(234
|
)
|
$
|
(14
|
)
|
$
|
2
|
|
$
|
(246
|
)
|
Other comprehensive income (loss) before reclassifications
|
19
|
|
—
|
|
1
|
|
20
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
(3
|
)
|
(1
|
)
|
(4
|
)
|
||||
Net current period other comprehensive (loss) income
|
19
|
|
(3
|
)
|
—
|
|
16
|
|
||||
Balance as of March 31, 2019
|
$
|
(215
|
)
|
$
|
(17
|
)
|
$
|
2
|
|
$
|
(230
|
)
|
|
|
For the three months ended March 31, 2019
|
||||||||||||
|
Employee Benefit Plans
|
|
|
|
||||||||||
In millions
|
Amortization of Actuarial Loss (Gain)
|
Amortization of Prior Service Benefit
|
Effective Cash Flow Hedge Loss (Gain)
|
|
Total
|
|||||||||
Affected line in Condensed Consolidated Statement of Operations:
|
|
|
|
|
|
|||||||||
|
Cost of products
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
Cost of services
|
(1
|
)
|
(2
|
)
|
—
|
|
|
(3
|
)
|
||||
|
Total before tax
|
$
|
(1
|
)
|
$
|
(2
|
)
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
Tax expense
|
|
|
|
|
—
|
|
|||||||
|
Total reclassifications, net of tax
|
|
|
|
|
$
|
(4
|
)
|
|
|
For the three months ended March 31, 2018
|
||||||||||||
|
Employee Benefit Plans
|
|
|
|
||||||||||
In millions
|
Amortization of Actuarial Loss (Gain)
|
Amortization of Prior Service Benefit
|
Effective Cash Flow Hedge Loss (Gain)
|
|
Total
|
|||||||||
Affected line in Condensed Consolidated Statement of Operations:
|
|
|
|
|
|
|||||||||
|
Cost of products
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
|
$
|
1
|
|
|
Cost of services
|
—
|
|
(2
|
)
|
—
|
|
|
(2
|
)
|
||||
|
Total before tax
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Tax expense
|
|
|
|
|
1
|
|
|||||||
|
Total reclassifications, net of tax
|
|
|
|
|
$
|
—
|
|
In millions
|
March 31, 2019
|
||
Employee Severance and Other Exit Costs
|
|
||
Beginning balance as of January 1
|
$
|
2
|
|
Cost recognized during the period
|
2
|
|
|
Utilization
|
(4
|
)
|
|
Ending balance as of March 31
|
$
|
—
|
|
In millions
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accounts receivable
|
|
|
|
||||
Trade
|
$
|
1,342
|
|
|
$
|
1,364
|
|
Other
|
25
|
|
|
23
|
|
||
Accounts receivable, gross
|
1,367
|
|
|
1,387
|
|
||
Less: allowance for doubtful accounts
|
(32
|
)
|
|
(31
|
)
|
||
Total accounts receivable, net
|
$
|
1,335
|
|
|
$
|
1,356
|
|
In millions
|
March 31, 2019
|
|
December 31, 2018
|
||||
Inventories
|
|
|
|
||||
Work in process and raw materials
|
$
|
233
|
|
|
$
|
237
|
|
Finished goods
|
278
|
|
|
214
|
|
||
Service parts
|
363
|
|
|
355
|
|
||
Total inventories
|
$
|
874
|
|
|
$
|
806
|
|
•
|
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 of 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.
|
Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
|
|||||||||||||||||||
For the three months ended March 31, 2019
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
In millions
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Product revenue
|
$
|
272
|
|
|
$
|
3
|
|
|
$
|
310
|
|
|
$
|
(46
|
)
|
|
$
|
539
|
|
Service revenue
|
517
|
|
|
8
|
|
|
472
|
|
|
—
|
|
|
997
|
|
|||||
Total revenue
|
789
|
|
|
11
|
|
|
782
|
|
|
(46
|
)
|
|
1,536
|
|
|||||
Cost of products
|
244
|
|
|
2
|
|
|
253
|
|
|
(46
|
)
|
|
453
|
|
|||||
Cost of services
|
361
|
|
|
3
|
|
|
308
|
|
|
—
|
|
|
672
|
|
|||||
Selling, general and administrative expenses
|
139
|
|
|
1
|
|
|
112
|
|
|
—
|
|
|
252
|
|
|||||
Research and development expenses
|
33
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
59
|
|
|||||
Total operating expenses
|
777
|
|
|
6
|
|
|
699
|
|
|
(46
|
)
|
|
1,436
|
|
|||||
Income (loss) from operations
|
12
|
|
|
5
|
|
|
83
|
|
|
—
|
|
|
100
|
|
|||||
Interest expense
|
(43
|
)
|
|
—
|
|
|
(5
|
)
|
|
3
|
|
|
(45
|
)
|
|||||
Other (expense) income, net
|
(13
|
)
|
|
2
|
|
|
6
|
|
|
(3
|
)
|
|
(8
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
(44
|
)
|
|
7
|
|
|
84
|
|
|
—
|
|
|
47
|
|
|||||
Income tax expense (benefit)
|
38
|
|
|
(1
|
)
|
|
(28
|
)
|
|
—
|
|
|
9
|
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
(82
|
)
|
|
8
|
|
|
112
|
|
|
—
|
|
|
38
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
119
|
|
|
93
|
|
|
—
|
|
|
(212
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
37
|
|
|
101
|
|
|
112
|
|
|
(212
|
)
|
|
38
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
37
|
|
|
$
|
101
|
|
|
$
|
112
|
|
|
$
|
(212
|
)
|
|
$
|
38
|
|
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net income (loss) attributable to NCR
|
$
|
37
|
|
|
$
|
101
|
|
|
$
|
111
|
|
|
$
|
(212
|
)
|
|
$
|
37
|
|
Total comprehensive income (loss)
|
53
|
|
|
117
|
|
|
127
|
|
|
(243
|
)
|
|
54
|
|
|||||
Less comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
53
|
|
|
$
|
117
|
|
|
$
|
126
|
|
|
$
|
(243
|
)
|
|
$
|
53
|
|
Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
|
|||||||||||||||||||
For the three months ended March 31, 2018
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
In millions
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Product revenue
|
$
|
277
|
|
|
$
|
5
|
|
|
$
|
282
|
|
|
$
|
(38
|
)
|
|
$
|
526
|
|
Service revenue
|
517
|
|
|
8
|
|
|
466
|
|
|
—
|
|
|
991
|
|
|||||
Total revenue
|
794
|
|
|
13
|
|
|
748
|
|
|
(38
|
)
|
|
1,517
|
|
|||||
Cost of products
|
229
|
|
|
4
|
|
|
225
|
|
|
(38
|
)
|
|
420
|
|
|||||
Cost of services
|
342
|
|
|
3
|
|
|
332
|
|
|
—
|
|
|
677
|
|
|||||
Selling, general and administrative expenses
|
164
|
|
|
1
|
|
|
80
|
|
|
—
|
|
|
245
|
|
|||||
Research and development expenses
|
46
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
66
|
|
|||||
Total operating expenses
|
781
|
|
|
8
|
|
|
657
|
|
|
(38
|
)
|
|
1,408
|
|
|||||
Income (loss) from operations
|
13
|
|
|
5
|
|
|
91
|
|
|
—
|
|
|
109
|
|
|||||
Interest expense
|
(39
|
)
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
(41
|
)
|
|||||
Other (expense) income, net
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
(29
|
)
|
|
6
|
|
|
86
|
|
|
—
|
|
|
63
|
|
|||||
Income tax expense (benefit)
|
(8
|
)
|
|
2
|
|
|
13
|
|
|
—
|
|
|
7
|
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
(21
|
)
|
|
4
|
|
|
73
|
|
|
—
|
|
|
56
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
76
|
|
|
59
|
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
55
|
|
|
63
|
|
|
73
|
|
|
(135
|
)
|
|
56
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||||
Net income (loss)
|
$
|
20
|
|
|
$
|
63
|
|
|
$
|
73
|
|
|
$
|
(135
|
)
|
|
$
|
21
|
|
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net income (loss) attributable to NCR
|
$
|
20
|
|
|
$
|
63
|
|
|
$
|
72
|
|
|
$
|
(135
|
)
|
|
$
|
20
|
|
Total comprehensive income (loss)
|
35
|
|
|
62
|
|
|
88
|
|
|
(149
|
)
|
|
36
|
|
|||||
Less comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
35
|
|
|
$
|
62
|
|
|
$
|
87
|
|
|
$
|
(149
|
)
|
|
$
|
35
|
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
March 31, 2019
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
In millions
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
18
|
|
|
$
|
6
|
|
|
$
|
390
|
|
|
$
|
—
|
|
|
$
|
414
|
|
Accounts receivable, net
|
43
|
|
|
14
|
|
|
1,278
|
|
|
—
|
|
|
1,335
|
|
|||||
Inventories
|
293
|
|
|
7
|
|
|
574
|
|
|
—
|
|
|
874
|
|
|||||
Due from affiliates
|
615
|
|
|
2,074
|
|
|
404
|
|
|
(3,093
|
)
|
|
—
|
|
|||||
Other current assets
|
133
|
|
|
46
|
|
|
255
|
|
|
(41
|
)
|
|
393
|
|
|||||
Total current assets
|
1,102
|
|
|
2,147
|
|
|
2,901
|
|
|
(3,134
|
)
|
|
3,016
|
|
|||||
Property, plant and equipment, net
|
257
|
|
|
1
|
|
|
115
|
|
|
—
|
|
|
373
|
|
|||||
Goodwill
|
2,194
|
|
|
—
|
|
|
511
|
|
|
—
|
|
|
2,705
|
|
|||||
Intangibles, net
|
515
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
573
|
|
|||||
Operating lease assets
|
282
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
433
|
|
|||||
Prepaid pension cost
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|||||
Deferred income taxes
|
318
|
|
|
—
|
|
|
148
|
|
|
(13
|
)
|
|
453
|
|
|||||
Investments in subsidiaries
|
3,338
|
|
|
3,001
|
|
|
—
|
|
|
(6,339
|
)
|
|
—
|
|
|||||
Due from affilates
|
16
|
|
|
1
|
|
|
35
|
|
|
(52
|
)
|
|
—
|
|
|||||
Other assets
|
442
|
|
|
3
|
|
|
52
|
|
|
—
|
|
|
497
|
|
|||||
Total assets
|
$
|
8,464
|
|
|
$
|
5,153
|
|
|
$
|
4,119
|
|
|
$
|
(9,538
|
)
|
|
$
|
8,198
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
206
|
|
|
$
|
—
|
|
|
$
|
297
|
|
Accounts payable
|
379
|
|
|
2
|
|
|
407
|
|
|
—
|
|
|
788
|
|
|||||
Payroll and benefits liabilities
|
90
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
184
|
|
|||||
Contract liabilities
|
283
|
|
|
13
|
|
|
270
|
|
|
—
|
|
|
566
|
|
|||||
Due to affiliates
|
2,231
|
|
|
126
|
|
|
736
|
|
|
(3,093
|
)
|
|
—
|
|
|||||
Other current liabilities
|
213
|
|
|
4
|
|
|
370
|
|
|
(41
|
)
|
|
546
|
|
|||||
Total current liabilities
|
3,287
|
|
|
145
|
|
|
2,083
|
|
|
(3,134
|
)
|
|
2,381
|
|
|||||
Long-term debt
|
2,911
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
2,914
|
|
|||||
Pension and indemnity plan liabilities
|
508
|
|
|
—
|
|
|
252
|
|
|
—
|
|
|
760
|
|
|||||
Postretirement and postemployment benefits liabilities
|
17
|
|
|
4
|
|
|
99
|
|
|
—
|
|
|
120
|
|
|||||
Income tax accruals
|
19
|
|
|
6
|
|
|
68
|
|
|
—
|
|
|
93
|
|
|||||
Due to affiliates
|
—
|
|
|
35
|
|
|
17
|
|
|
(52
|
)
|
|
—
|
|
|||||
Operating lease liabilities
|
307
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
406
|
|
|||||
Other liabilities
|
94
|
|
|
19
|
|
|
84
|
|
|
(13
|
)
|
|
184
|
|
|||||
Total liabilities
|
7,143
|
|
|
209
|
|
|
2,705
|
|
|
(3,199
|
)
|
|
6,858
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Series A convertible preferred stock
|
872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
872
|
|
|||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total NCR stockholders’ equity
|
449
|
|
|
4,944
|
|
|
1,395
|
|
|
(6,339
|
)
|
|
449
|
|
|||||
Noncontrolling interests in subsidiaries
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Total stockholders’ equity
|
449
|
|
|
4,944
|
|
|
1,400
|
|
|
(6,339
|
)
|
|
454
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
8,464
|
|
|
$
|
5,153
|
|
|
$
|
4,119
|
|
|
$
|
(9,538
|
)
|
|
$
|
8,198
|
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2018
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
In millions
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
6
|
|
|
$
|
8
|
|
|
450
|
|
|
$
|
—
|
|
|
$
|
464
|
|
|
Accounts receivable, net
|
37
|
|
|
10
|
|
|
1,309
|
|
|
—
|
|
|
1,356
|
|
|||||
Inventories
|
288
|
|
|
4
|
|
|
514
|
|
|
—
|
|
|
806
|
|
|||||
Due from affiliates
|
708
|
|
|
2,092
|
|
|
457
|
|
|
(3,257
|
)
|
|
—
|
|
|||||
Other current assets
|
137
|
|
|
47
|
|
|
255
|
|
|
(42
|
)
|
|
397
|
|
|||||
Total current assets
|
1,176
|
|
|
2,161
|
|
|
2,985
|
|
|
(3,299
|
)
|
|
3,023
|
|
|||||
Property, plant and equipment, net
|
245
|
|
|
1
|
|
|
113
|
|
|
—
|
|
|
359
|
|
|||||
Goodwill
|
2,168
|
|
|
—
|
|
|
524
|
|
|
—
|
|
|
2,692
|
|
|||||
Intangibles, net
|
536
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
595
|
|
|||||
Prepaid pension cost
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
|||||
Deferred income taxes
|
317
|
|
|
—
|
|
|
149
|
|
|
(18
|
)
|
|
448
|
|
|||||
Investments in subsidiaries
|
3,244
|
|
|
2,854
|
|
|
—
|
|
|
(6,098
|
)
|
|
—
|
|
|||||
Due from affiliates
|
16
|
|
|
1
|
|
|
35
|
|
|
(52
|
)
|
|
—
|
|
|||||
Other assets
|
453
|
|
|
4
|
|
|
47
|
|
|
—
|
|
|
504
|
|
|||||
Total assets
|
$
|
8,155
|
|
|
$
|
5,021
|
|
|
$
|
4,052
|
|
|
$
|
(9,467
|
)
|
|
$
|
7,761
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
185
|
|
Accounts payable
|
397
|
|
|
2
|
|
|
498
|
|
|
—
|
|
|
897
|
|
|||||
Payroll and benefits liabilities
|
141
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
238
|
|
|||||
Contract liabilities
|
221
|
|
|
5
|
|
|
235
|
|
|
—
|
|
|
461
|
|
|||||
Due to affiliates
|
2,177
|
|
|
143
|
|
|
937
|
|
|
(3,257
|
)
|
|
—
|
|
|||||
Other current liabilities
|
201
|
|
|
6
|
|
|
336
|
|
|
(42
|
)
|
|
501
|
|
|||||
Total current liabilities
|
3,222
|
|
|
156
|
|
|
2,203
|
|
|
(3,299
|
)
|
|
2,282
|
|
|||||
Long-term debt
|
2,978
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2,980
|
|
|||||
Pension and indemnity plan liabilities
|
502
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
759
|
|
|||||
Postretirement and postemployment benefits liabilities
|
18
|
|
|
3
|
|
|
97
|
|
|
—
|
|
|
118
|
|
|||||
Income tax accruals
|
19
|
|
|
5
|
|
|
67
|
|
|
—
|
|
|
91
|
|
|||||
Due to affiliates
|
—
|
|
|
36
|
|
|
16
|
|
|
(52
|
)
|
|
—
|
|
|||||
Other liabilities
|
162
|
|
|
24
|
|
|
91
|
|
|
(18
|
)
|
|
259
|
|
|||||
Total liabilities
|
6,901
|
|
|
224
|
|
|
2,733
|
|
|
(3,369
|
)
|
|
6,489
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Series A convertible preferred stock
|
859
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
859
|
|
|||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total NCR stockholders’ equity
|
395
|
|
|
4,797
|
|
|
1,301
|
|
|
(6,098
|
)
|
|
395
|
|
|||||
Noncontrolling interests in subsidiaries
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Total stockholders’ equity
|
395
|
|
|
4,797
|
|
|
1,305
|
|
|
(6,098
|
)
|
|
399
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
8,155
|
|
|
$
|
5,021
|
|
|
$
|
4,052
|
|
|
$
|
(9,467
|
)
|
|
$
|
7,761
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the three months ended March 31, 2019
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
In millions
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
112
|
|
|
$
|
(22
|
)
|
|
$
|
(106
|
)
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(13
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(22
|
)
|
|||||
Additions to capitalized software
|
(36
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(43
|
)
|
|||||
Proceeds from (payments of) intercompany notes
|
29
|
|
|
30
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|||||
Investments in equity affiliates
|
—
|
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|||||
Acquisitions
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Other investing activities, net
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Net cash provided by (used in) investing activities
|
(23
|
)
|
|
30
|
|
|
(6
|
)
|
|
(69
|
)
|
|
(68
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short term borrowings, net
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Payments on term credit facilities
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Payments on revolving credit facilities
|
(375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(375
|
)
|
|||||
Borrowings on revolving credit facilities
|
330
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
430
|
|
|||||
Proceeds from employee stock plans
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Equity contribution
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||
Borrowings (repayments) of intercompany notes
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
59
|
|
|
—
|
|
|||||
Tax withholding payments on behalf of employees
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(71
|
)
|
|
(10
|
)
|
|
48
|
|
|
69
|
|
|
36
|
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Increase (decrease) in cash, cash equivalents and restricted cash
|
12
|
|
|
(2
|
)
|
|
(63
|
)
|
|
—
|
|
|
(53
|
)
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
7
|
|
|
8
|
|
|
461
|
|
|
—
|
|
|
476
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
19
|
|
|
$
|
6
|
|
|
$
|
398
|
|
|
$
|
—
|
|
|
$
|
423
|
|
In millions
|
March 31, 2019
|
||||||||||||||||||
Reconciliation of cash, cash equivalents and restricted cash as shown in the Condensed Consolidated Statements of Cash Flows
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
18
|
|
|
$
|
6
|
|
|
$
|
390
|
|
|
$
|
—
|
|
|
$
|
414
|
|
Restricted cash included in Other assets
|
1
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
9
|
|
|||||
Total cash, cash equivalents and restricted cash
|
$
|
19
|
|
|
$
|
6
|
|
|
$
|
398
|
|
|
$
|
—
|
|
|
$
|
423
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the three months ended March 31, 2018
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
In millions
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
26
|
|
|
$
|
(124
|
)
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(24
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Additions to capitalized software
|
(35
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(42
|
)
|
|||||
Proceeds from (payments of) intercompany notes
|
54
|
|
|
125
|
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(8
|
)
|
|
125
|
|
|
(12
|
)
|
|
(179
|
)
|
|
(74
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short term borrowings, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Payments on term credit facilities
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||
Payments on revolving credit facilities
|
(260
|
)
|
|
—
|
|
|
(238
|
)
|
|
—
|
|
|
(498
|
)
|
|||||
Borrowings on revolving credit facilities
|
375
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
613
|
|
|||||
Repurchase of Company common stock
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|||||
Proceeds from employee stock plans
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Borrowings (repayments) of intercompany notes
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
179
|
|
|
—
|
|
|||||
Tax withholding payments on behalf of employees
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(91
|
)
|
|
—
|
|
|
(179
|
)
|
|
179
|
|
|
(91
|
)
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Increase (decrease) in cash, cash equivalents, and restricted cash
|
(77
|
)
|
|
1
|
|
|
(112
|
)
|
|
—
|
|
|
(188
|
)
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
98
|
|
|
10
|
|
|
435
|
|
|
—
|
|
|
543
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
21
|
|
|
$
|
11
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
355
|
|
In millions
|
March 31, 2018
|
||||||||||||||||||
Reconciliation of cash, cash equivalents and restricted cash as shown in the Condensed Consolidated Statements of Cash Flows
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
21
|
|
|
$
|
11
|
|
|
$
|
316
|
|
|
$
|
—
|
|
|
$
|
348
|
|
Restricted cash included in Other assets
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Total cash, cash equivalents and restricted cash
|
$
|
21
|
|
|
$
|
11
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
355
|
|
Item 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
|
•
|
Revenue increased approximately 1% from the prior year period and 4% excluding unfavorable foreign currency impacts;
|
•
|
Change in management of the business to an industry basis from the previous model on a solution basis to align focus to drive strategic initiatives discussed below;
|
•
|
Banking revenue increased 5% and operating margin increased 80 basis points from the prior year period;
|
•
|
Retail revenue decreased 2% and operating margin rate declined 160 basis points from the prior year period; and
|
•
|
Hospitality revenue decreased 5% and operating margin rate declined 100 basis points from the prior year period.
|
•
|
Customer Care - Improve the customer experience and execution of new product introductions;
|
•
|
Stockholder Value - Accelerate profitable top-line revenue growth by investing in and shifting our revenue mix to recurring software and services revenue streams we identify as strategic growth platforms, while improving the Company’s cost structure;
|
•
|
Strategic Growth Platforms and Targeted Acquisitions - Increase capital expenditures in strategic growth platforms and target acquisitions to gain solutions that drive the highest growth and return on investment;
|
•
|
Talent and Employee Care - Develop, reward and retain talent with competitive recruiting, training and effective incentive-based compensation programs; and
|
•
|
Sales Enablement - Provide our sales force with top-performing and secure products packaged to target our desired revenue mix and drive customer delight and stockholder value, as well as invest in appropriate training programs to enable success.
|
|
Three months ended March 31
|
||||||
In millions
|
2019
|
|
2018
|
||||
Revenue
|
$
|
1,536
|
|
|
$
|
1,517
|
|
Gross margin
|
411
|
|
|
420
|
|
||
Gross margin as a percentage of revenue
|
26.8
|
%
|
|
27.7
|
%
|
||
Operating expenses
|
|
|
|
||||
Selling, general and administrative expenses
|
252
|
|
|
245
|
|
||
Research and development expenses
|
59
|
|
|
66
|
|
||
Income from operations
|
$
|
100
|
|
|
$
|
109
|
|
In millions
|
2019
|
% of Total
|
|
2018
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Constant Currency (1)
|
||||
Americas
|
$
|
920
|
|
60%
|
|
$
|
889
|
|
58%
|
|
3%
|
5%
|
Europe, Middle East and Africa (EMEA)
|
419
|
|
27%
|
|
408
|
|
27%
|
|
3%
|
9%
|
||
Asia Pacific (APJ)
|
197
|
|
13%
|
|
220
|
|
15%
|
|
(10)%
|
(6)%
|
||
Consolidated revenue
|
$
|
1,536
|
|
100%
|
|
$
|
1,517
|
|
100%
|
|
1%
|
4%
|
In millions
|
2019
|
% of Total
|
|
2018
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Constant Currency (1)
|
||||
Banking
|
$
|
758
|
|
49%
|
|
$
|
721
|
|
48%
|
|
5%
|
9%
|
Retail
|
511
|
|
33%
|
|
521
|
|
34%
|
|
(2)%
|
1%
|
||
Hospitality
|
193
|
|
13%
|
|
204
|
|
13%
|
|
(5)%
|
(4)%
|
||
Other
|
74
|
|
5%
|
|
71
|
|
5%
|
|
4%
|
7%
|
||
Consolidated revenue
|
$
|
1,536
|
|
100%
|
|
$
|
1,517
|
|
100%
|
|
1%
|
4%
|
|
Revenue % Growth (GAAP)
|
Favorable (unfavorable) FX impact
|
Revenue % Growth Constant Currency (non-GAAP)
|
Americas
|
3%
|
(2)%
|
5%
|
EMEA
|
3%
|
(6)%
|
9%
|
APJ
|
(10)%
|
(4)%
|
(6)%
|
Consolidated revenue
|
1%
|
(3)%
|
4%
|
|
Revenue % Growth (GAAP)
|
Favorable (unfavorable) FX impact
|
Revenue % Growth Constant Currency (non-GAAP)
|
Banking
|
5%
|
(4)%
|
9%
|
Retail
|
(2)%
|
(3)%
|
1%
|
Hospitality
|
(5)%
|
(1)%
|
(4)%
|
Other
|
4%
|
(3)%
|
7%
|
Consolidated revenue
|
1%
|
(3)%
|
4%
|
•
|
Banking - 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 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.
|
•
|
Retail - 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; a 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 as well as payment processing solutions.
|
•
|
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 as well as payment processing solutions.
|
•
|
Other - This category includes telecommunications and technology solutions where we offer maintenance as well as managed and professional services for third-party hardware provided to select manufacturers who value and leverage our global service capability.
|
|
Three months ended March 31
|
||||||
In millions
|
2019
|
|
2018
|
||||
Revenue
|
$
|
758
|
|
|
$
|
721
|
|
Operating income
|
$
|
95
|
|
|
$
|
84
|
|
Operating income as a percentage of revenue
|
12.5
|
%
|
|
11.7
|
%
|
|
Three months ended March 31
|
||||||
In millions
|
2019
|
|
2018
|
||||
Revenue
|
$
|
511
|
|
|
$
|
521
|
|
Operating income
|
$
|
26
|
|
|
$
|
35
|
|
Operating income as a percentage of revenue
|
5.1
|
%
|
|
6.7
|
%
|
|
Three months ended March 31
|
||||||
In millions
|
2019
|
|
2018
|
||||
Revenue
|
$
|
193
|
|
|
$
|
204
|
|
Operating income
|
$
|
16
|
|
|
$
|
19
|
|
Operating income as a percentage of revenue
|
8.3
|
%
|
|
9.3
|
%
|
|
Three months ended March 31
|
||||||
In millions
|
2019
|
|
2018
|
||||
Revenue
|
$
|
74
|
|
|
$
|
71
|
|
Operating income
|
$
|
10
|
|
|
$
|
10
|
|
Operating income as a percentage of revenue
|
13.5
|
%
|
|
14.1
|
%
|
|
Three months ended March 31
|
||||||
In millions
|
2019
|
|
2018
|
||||
Net cash used in operating activities
|
$
|
(16
|
)
|
|
$
|
(24
|
)
|
Expenditures for property, plant and equipment
|
(22
|
)
|
|
(29
|
)
|
||
Additions to capitalized software
|
(43
|
)
|
|
(42
|
)
|
||
Net cash used in discontinued operations
|
(6
|
)
|
|
(4
|
)
|
||
Free cash outflow (non-GAAP)
|
$
|
(87
|
)
|
|
$
|
(99
|
)
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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Form of 2019 Stock Option Award Agreement under the NCR Corporation 2017 Stock Incentive Plan (the “2017 Stock Incentive Plan”).
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Form of 2019 Time-Based Restricted Stock Unit Award Agreement under the 2017 Stock Incentive Plan.
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Form of 2019 Performance-Based Restricted Stock Unit Award Agreement under the 2017 Stock Incentive Plan.
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Retirement Agreement, dated March 11, 2019, between Robert P. Fishman and NCR Corporation.
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Subsidiaries of NCR Corporation.
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Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
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Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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NCR CORPORATION
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Date:
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May 7, 2019
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By:
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/s/ Andre J. Fernandez
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Andre J. Fernandez
Executive Vice President and Chief Financial Officer
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(i)
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Of the type conducted, authorized, offered, or provided by you on behalf of NCR during the 2 years prior to termination of your NCR employment;
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(ii)
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In connection with NCR Competing Products/Services (as defined in Section 10(c)(ii)) that are similar to or serve substantially the same functions as those with respect to which you worked during the 2 years prior to termination of your NCR employment or about which you obtained trade secret or other Confidential Information;
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(iii)
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Within the geographic territories (including countries and regions, if applicable, or types, classes or tiers of customers if no geographic territory was assigned to you) where or for which you performed, were assigned, or had responsibilities for such services during the 2 years preceding your termination; and
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(iv)
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On behalf of a Competing Organization (as defined in Section 10(c)(iii)).
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ACI Worldwide
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GK Software
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Open Table
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Acuative
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Global Payments
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Oracle
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Agilysys
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HP Inc.
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PAR Technology
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Altametrics
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Infor
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PCMS
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Appetize
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Jack Henry & Assoc.
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Q2
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Aptos
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Kony Inc.
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Revel Systems
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Diebold Nixdorf
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Korala Associates Ltd.
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Square
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Dimension Data/NTT
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Lavu Inc.
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Tillster
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First Data Corporation (Clover)
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LOC Software
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Toast, Inc.
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FIS
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Manhattan Associates
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Toshiba TEC
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Fiserv
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Nautilus Hyosung
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Unisys
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Fujitsu
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NSC Global
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Upserve (Breadcrumb)
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Getronics
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Office Depot (Compucom)
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Zebra Technologies Corp
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Gilbarco Veeder-Root
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Termination
Event
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Treatment of Stock Units
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Retirement
or
Involuntary Termination
(other than
for Cause)
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Prorated Vesting—A pro-rata portion of the unvested Stock Units will become Vested immediately upon your Termination of Employment due to Retirement or Involuntary Termination, and will be determined by: (a) multiplying the total number of Stock Units awarded under this Agreement by a fraction, the numerator of which is the number of days that you completed as an employee of the Company or an Employer during the period beginning on the Grant Date and ending on the last Vesting Date for Stock Units awarded under this Agreement, and the denominator of which is the number of days during the period beginning on the Grant Date and ending on the last Vesting Date for Stock Units awarded under this Agreement, and (b) subtracting from the resulting amount the number of Stock Units that previously vested under this Agreement (if any).
Any portion of the unvested Stock Units that do not vest in accordance with the foregoing will terminate and be forfeited.
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Termination
Event
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Treatment of Stock Units
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Death, Disability, Change in Control Termination
or Good Reason Termination
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Full Vesting—All unvested Stock Units shall become fully Vested immediately upon your Termination of Employment due to death, Disability, a Change in Control Termination or a Good Reason Termination.
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Voluntary
Resignation
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Forfeited—Unvested Stock Units will be forfeited.
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Termination
for Cause
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Forfeited—Unvested Stock Units will be forfeited.
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(i)
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Of the type conducted, authorized, offered, or provided by you on behalf of NCR during the 2 years prior to termination of your NCR employment;
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(ii)
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In connection with NCR Competing Products/Services (as defined in Section 10(c)(ii)) that are similar to or serve substantially the same functions as those with respect to which you worked during the 2 years prior to termination of your NCR employment or about which you obtained trade secret or other Confidential Information;
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(iii)
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Within the geographic territories (including countries and regions, if applicable, or types, classes or tiers of customers if no geographic territory was assigned to you) where or for which you performed, were assigned, or had responsibilities for such services during the 2 years preceding your termination; and
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(iv)
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On behalf of a Competing Organization (as defined in Section 10(c)(iii)).
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ACI Worldwide
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GK Software
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Open Table
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Acuative
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Global Payments
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Oracle
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Agilysys
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HP Inc.
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PAR Technology
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Altametrics
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Infor
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PCMS
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Appetize
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Jack Henry & Assoc.
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Q2
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Aptos
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Kony Inc.
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Revel Systems
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Diebold Nixdorf
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Korala Associates Ltd.
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Square
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Dimension Data/NTT
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Lavu Inc.
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Tillster
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First Data Corporation (Clover)
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LOC Software
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Toast, Inc.
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FIS
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Manhattan Associates
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Toshiba TEC
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Fiserv
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Nautilus Hyosung
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Unisys
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Fujitsu
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NSC Global
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Upserve (Breadcrumb)
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Getronics
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Office Depot (Compucom)
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Zebra Technologies Corp
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Gilbarco Veeder-Root
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Termination Event
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Treatment of Stock Units
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Death or Disability
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Full Vesting—The unvested Stock Units will become fully Vested pursuant to this Section 4, immediately upon your Termination of Employment due to death or Disability, as follows: (i) if employment ends during the Performance Period, full vesting will apply based on the greater of: (a) Target performance, or (b) actual or projected actual level of Company performance on the applicable performance measures as determined in the Committee’s sole discretion, and (ii) if employment ends after the Performance Period ends, full vesting will apply only to Earned Units not previously vested.
Any portion of the unvested or unearned Stock Units that do not vest in accordance with the foregoing will terminate and be forfeited.
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Involuntary Termination (other than for Cause) or Retirement
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Prorated Vesting—A pro-rata portion of the unvested Stock Units will become Vested effective on the Vesting Date for your Award determined under Section 2, and will be determined by: (A) calculating the total number of shares that you would have received (as determined under Section 2) as if your NCR employment had not terminated prior to the last Vesting Date for Stock Units awarded under this Agreement, and (B) multiplying that number by the Pro-Rata Fraction, and (C) subtracting from the resulting amount the number of Stock Units that previously vested under this Agreement (if any).
Any portion of the unvested Stock Units that do not vest in accordance with the foregoing will terminate and be forfeited.
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Voluntary Resignation
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Forfeited—Unvested Stock Units will be forfeited.
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Termination for Cause
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Forfeited—Unvested Stock Units will be forfeited.
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Change in Control Event
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Treatment of Stock Units
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Change in Control occurring during the Performance Period
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The Target Award Number of Stock Units shall Vest ratably as provided in Section 1 (without regard to performance and with no proration), subject to your continued employment through the applicable Vesting Dates (and subject to the special vesting rules immediately below).
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Change in Control occurring after the end of the Performance Period
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The unvested Earned Units shall Vest ratably as provided in Section 1 (with no proration), subject to your continued employment through the applicable Vesting Dates (and subject to the special vesting rules immediately below).
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(i)
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Of the type conducted, authorized, offered, or provided by you on behalf of NCR during the 2 years prior to termination of your NCR employment;
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(ii)
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In connection with Competing Products/Services (as defined in Section 10(c)(ii)) that are similar to or serve substantially the same functions as those with respect to which you worked during the 2 years prior to termination of your NCR employment or about which you obtained trade secret or other Confidential Information;
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(iii)
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Within the geographic territories (including countries and regions, if applicable, or types, classes or tiers of customers if no geographic territory was assigned to you) where or for which you performed, were assigned, or had responsibilities for such services during the 2 years preceding your termination; and
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(iv)
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On behalf of a Competing Organization (as defined in Section 10(c)(iii)).
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ACI Worldwide
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GK Software
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Open Table
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Acuative
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Global Payments
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Oracle
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Agilysys
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HP Inc.
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PAR Technology
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Altametrics
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Infor
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PCMS
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Appetize
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Jack Henry & Assoc.
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Q2
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Aptos
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Kony Inc.
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Revel Systems
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Diebold Nixdorf
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Korala Associates Ltd.
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Square
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Dimension Data/NTT
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Lavu Inc.
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Tillster
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First Data Corporation (Clover)
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LOC Software
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Toast, Inc.
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FIS
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Manhattan Associates
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Toshiba TEC
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Fiserv
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Nautilus Hyosung
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Unisys
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Fujitsu
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NSC Global
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Upserve (Breadcrumb)
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Getronics
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Office Depot (Compucom)
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Zebra Technologies Corp
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Gilbarco Veeder-Root
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a.
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You and NCR agree that you will continue to remain an employee of the Company from the date of this Agreement through and including February 28, 2019 (the “Employment Period”), except that (i) NCR may extend the Employment Period in its sole discretion, in writing and on such terms as it may elect, (ii) you may earlier terminate your employment for any reason before the end of the Employment Period, and (iii) NCR may earlier terminate your employment at any time for “Cause” (as defined in the NCR Executive Severance Plan) or if you violate the NCR Code of Conduct or if you breach the provisions of this Agreement. Your last day of employment pursuant to this Section 1(a) is referred to herein as your “Separation Date” and the Employment Period shall terminate as of the Separation Date.
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b.
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If your employment terminates pursuant to Section 1(a)(ii), NCR shall have no further obligations to you hereunder or otherwise in connection with or following such termination, other than the obligation to pay (A) the Separation Pay and benefits described in Section 3 below, (B) accrued base salary through the Separation Date, and (C) to the extent required by NCR policy, benefits plans and/or programs (collectively, “Programs”), any vested benefits payable pursuant to the terms of the Programs (“Vested Benefits”).
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c.
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If your employment terminates pursuant to Section 1(a)(iii), you will only be eligible to receive (A) accrued base salary through the Separation Date, and (B) the Vested Benefits to the extent required by the terms of the Programs. Without limitation, you will not receive the Separation Pay and benefits described in Section 3 below, and all NCR Economic Profit Plan benefits and payments and all unvested equity awards will be forfeited and deemed cancelled effective on your termination date, and NCR shall have the remedies set forth in Section 9 hereof. In addition, NCR shall retain all rights hereunder and under the Programs and applicable law to repayment of all amounts previously paid or due to be paid to you, and NCR shall have no further obligations to you hereunder or otherwise in connection with or following such termination. Without limitation, you will not be deemed to have terminated employment due to retirement for purposes of the Programs.
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d.
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In its sole discretion, NCR may elect to place you on “garden leave” at any time during the Employment Period, in which case you shall not be required to provide any additional services while such garden leave remains in effect during the Employment Period, and you will not be expected to come to NCR’s premises or functions absent a specific request during such time. During the Employment Period, except at the request of the Chief Executive Officer, Chief Operating Officer or the Chief Financial Officer, you will not act or communicate on behalf of or bind NCR, whether externally or internally.
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e.
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During the Employment Period (i) you shall have the title of Senior Advisor, (ii) you shall assist with the transition of your prior duties to the Chief Financial Officer as directed by NCR, (iii) you shall perform such other services and duties relative to such projects as NCR shall determine, (iv) except as otherwise provided in this Agreement, you shall devote substantially all of your attention and time during normal business hours to the Company, and (v) you shall not provide services, directly or indirectly, in any capacity (including, without limitation, as an employee, consultant, contractor, owner, or member of a board of directors) to any person, firm, association, partnership, corporation, or entity other than the Company, absent permission from NCR’s Chief Executive Officer. Through at least January 15, 2019, the parties intend that you will provide services to NCR hereunder at a level of at least 50% of the average level of bona fide services that you performed for NCR over the thirty-six months preceding the date of this Agreement.
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f.
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During the Employment Period (i) the Company shall continue to pay you your base salary at the rate of $625,000 per annum, subject to applicable tax and other payroll deductions and withholdings, and (ii) except as otherwise provided herein you shall be eligible to participate in the Programs to the extent provided under the Program terms, except that (A) unless otherwise determined by the NCR Board of Directors or appropriate Committee thereof, as you no longer serve as Chief Financial Officer you no longer participate in the Amended and Restated NCR Change in Control Severance Plan, (B) you will participate in the Executive Severance Plan and the Economic Profit Plan only to the extent expressly provided herein, and you will receive no rights, monies or values under either of these plans other than what is except expressly provided herein, (C) you will cease to participate in the executive financial planning program on your Separation Date, and NCR agrees to pay you a sum in the gross amount of $12,000 (before applicable tax and other payroll deductions and withholdings) together with your Separation Pay in accordance with Section 3(a), and (D) you will continue to participate in the executive medical examination program through December 31, 2019 subject to the current program terms.
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g.
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You agree that, except as specifically provided in Section 3 hereof with respect to the terms of the Executive Severance Plan, you shall not be entitled to (i) any severance payments or other severance benefits under any NCR Program, agreement or arrangement, (ii) any cash bonuses or other short-term incentive compensation, (iii) any new equity awards or other new long-term incentive awards, and (iv) any increased or additional benefits or payments under any NCR Program, agreement or arrangement as a consequence of a “change in control” of NCR (as defined in any of the foregoing) occurring during or after the Employment Period.
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a.
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NCR agrees to pay you a sum in the gross amount of $2,312,500 (before applicable tax and other payroll deductions and withholdings) (“Separation Pay”) consisting of (I) a payment of $1,312,500, which pursuant to the Executive Severance Plan is equal to one year’s base salary plus your 2018 target bonus, and (II) additional discretionary severance of $1,000,000. (In the event of any conflict, ambiguity or dispute, the numerical amount of the Separation Pay set forth in this Section shall control over any particular length of time or other measure). Provided that you satisfy all requirements of Section 3 hereof, your Separation Pay will be paid to you in a lump sum within thirty days after your Separation Date (and in all events no earlier than March 1, 2019 and no later than March 15 of the year following the year in which your Separation Date occurs); and
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b.
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You are also entitled to certain COBRA benefits and outplacement services specified under the Executive Severance Plan. Should you wish to use outplacement services, you must contact Dipa Homer at dipa.homer@ncr.com and initiate such services within ninety days of your Separation Date (and in no event later than March 15 of the year following the year in which your Separation Date occurs).
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a.
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In exchange for the consideration provided to you in this Agreement, you hereby waive and release and forever discharge NCR and its respective past and present directors, managers, officers, shareholders, partners, agents, employees, attorneys, servants, parent corporations, subsidiaries, divisions, limited partnerships, affiliated corporations, joint ventures, acquired corporations, predecessors, successors and assigns, and each of them, separately and collectively (“Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and/or now have against any Releasees including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from NCR, to any services performed for NCR, to any status, term or condition in such employment, to any compensation allegedly due you from NCR, or to any physical or mental harm or distress from such employment or non-employment, all to the extent allowed by applicable law. This includes, but is not limited to, claims based on express or implied contract or corporate policies, covenants of good faith and fair dealing, wrongful discharge, claims under any federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act (“ERISA”), the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, including all amendments to the foregoing statutes, claims for violation of public policy, damages in tort, or claims under the common law; and claims for any other compensation or damages or attorneys’ fees. Except as expressly set forth herein, you understand that this Agreement includes a release of all known and unknown claims to the date of this Agreement and is specifically intended to be as broad as allowed by law.
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b.
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Nothing in this Agreement will prohibit you from filing a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or an equivalent state or local civil rights agency, from filing complaints or claims with other governmental agencies such as but not limited to the Securities and Exchange Commission (“SEC”), the National Labor Relations Board (“NLRB”) or Department of Justice (“DOJ”), from participating in a proceeding before any appropriate federal, state or local governmental agency, or from cooperating with any such agency in its investigation, but you agree and understand that you are waiving, and hereby do waive, any right to monetary compensation and any other relief if any such agency elects to pursue any such claim, whether on your behalf or otherwise. Further, nothing in this Agreement shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws.
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c.
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In addition, nothing in this agreement shall be construed to waive any right or claim: (i) to indemnification under applicable corporate law, the by-laws or certificate of incorporation of the Company, any agreement between you and the Company or any Affiliate or any Company benefit plan, (ii) to any applicable directors and officers insurance coverage in accordance with the terms thereof, or (iii) to enforce this Agreement, including the payments and benefits in Sections 1, 3 and 4.
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(1)
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Non-Recruit/Hire - Directly or indirectly (including by assisting third parties) recruit, hire or solicit, or attempt to recruit, hire or solicit any employee of NCR, induce or attempt to induce any employee of NCR to terminate his or her employment with NCR, or refer any such employee to anyone outside of NCR for the purpose of that NCR’s employee’s seeking, obtaining, or entering into an employment relationship or into an agreement to provide services, provided, however, the foregoing shall not be violated by your serving solely as a reference for an employee of the Company;
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(2)
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Non-Solicitation - Directly or indirectly (including by assisting third parties), solicit or attempt to solicit the business of any NCR customers or prospective customers with which you had Material Contact (as defined in below) during the last two years of your NCR employment for purposes of providing products or services that are competitive with those provided by NCR;
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(3)
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Non-Competition - Perform services, directly or indirectly, in any capacity (including, without limitation, as an employee, consultant, contractor, owner or member of a board of directors):
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(i)
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Of the type conducted, authorized, offered, or provided by you on behalf of NCR during the two years prior to termination of your NCR employment;
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(ii)
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In connection with NCR Competing Products/Services (as defined in below) that are similar to or serve substantially the same functions as those with respect to which you worked during the two years prior to termination of your NCR employment or about which you obtained trade secret or other Confidential Information;
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(iii)
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Within the geographic territories (including countries and regions, if applicable, or types, classes or tiers of customers if no geographic territory was assigned to you) where or for which you performed, were assigned, or had responsibilities for such services during the two years preceding your termination; in view of your executive and global responsibilities at NCR, your territory is deemed to be the world; and
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(iv)
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On behalf of a Competing Organization (as defined below).
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A.
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Definitions.
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(1)
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“Material Contact” means the contact between you and each customer or prospective customer (a) with which you dealt on behalf of NCR, (b) whose dealings with NCR were coordinated or supervised by you, (c) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, or (d) who receives products or services authorized by NCR, the sale or provision of which results, resulted or, with regard to prospective customers, would have resulted in compensation, commissions, or earnings for you within the two years prior to the date of your termination.
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(2)
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“Competing Products/Services” are any products, services, solutions, platforms, or activities that compete, directly or indirectly, in whole or in part, with one or more of the products, services or activities produced, provided or engaged in by NCR (including, without limitation, products, services or activities in the planning or development stage during your NCR employment) at the time of your separation from NCR and during the two years prior to termination of your NCR employment.
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(3)
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A “Competing Organization” is any person, business or organization that sells, researches, develops, manufactures, markets, consults with respect to, distributes and/or provides referrals with regard to one or more Competing Products/Services identified on the NCR “Competing Organization List” below.
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(4)
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The NCR “Competing Organization List” included below identifies the companies that meet the definition of Competing Organization for purposes of this Agreement. Upon reasonable request by you, NCR’s Chief Executive Officer may determine in his sole discretion that a particular organization may be deemed excluded from the below Competing Organization List for purposes of this Agreement. NCR’s Competing Organization List for purposes of this Agreement is the following, including the subsidiaries and affiliates of each (but shall not include any such company or its subsidiaries for which you provide services solely as a result of an acquisition, merger, business combination or similar event with respect to a Competing Organization by your then current employer): ACI Worldwide, Acuative, Agilysys, Alkami, Allure Global Solutions, Altametrics, Appetize, Aptos, Arinc, AWA Technology Services, Bematech (TOTVS SA), Black Box, Burroughs, Inc., Bypass Mobile LLC, Cennox Group, CRS Solutions Intermediate (CRS), Crunchtime, Cummins Allison, Curvature, Cuscapi, Daisy, Datalogic SpA, Dell, Inc., Diebold Nixdorf, Digital Hands, Dimension Data, ECR Software Corporation, Elo, EOS IT Solutions, Epicor, eRestaurant Systems, Finastra, FIS, Fiserv, Fourth Ltd., Fujitsu, FuturePOS, GBM (Gulf Business Machines), Getronics, Gilbarco Veeder-Root, Hisense Intelligent Commercial System, Hitachi, Hitachi-Omron Terminal Solutions, HotSchedules Inc., HP Inc., i3 Verticals, LLC, IBM Corp., IER, Infor, Ipsoft, ITAB Group, Itasca Retail Information Systems, Jack Henry & Assoc., Kony Inc., Korala Associates Ltd., Lavu Inc., LOC Software, Logicalis, Magstar, Malauzai Software Inc, Manhattan Associates, Mi9 Retail, Micros, Mobile Travel Technologies, Nautilus Hyosung, NSC Group, OBS (Orange Business Services), Office Depot (Compucom), OKI Electric Industry Co. Ltd., Onepath, Oracle, Red Prairie Holding (JDA & Escalate), Retail Pro International, Revel Systems, RTC Quaternions Group, Salesforce, ShopKeep, SICOM, SITA, Sonda, Spartan Computer Services, Square, Symphony EYC, Tech Mahindra, TEKsystems, TIBCO Loyalty Lab, Tillster, Toast, Inc., Toshiba TEC, Unisys, Upserve (Breadcrumb), Vista Retail Support, Vsoft Corporation, Wand.
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B.
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Consideration. You acknowledge that you would not receive the benefits and consideration provided under this Agreement but for your consent to abide by, among other things, the Post-Employment Restricted Covenants, and your agreement to them is a material component of the consideration for this Agreement.
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C.
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Remedies. You agree that, if you breach any of the provisions of this Agreement: (i) NCR shall be entitled to all of its remedies at law or in equity, including money damages and injunctive relief; (ii) in the event of such breach prior to any vesting of Stock Units (as defined in the governing Award Agreement), in addition to NCR’s other remedies, all such unvested equity awards under NCR Stock Plans will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the fair market value of any such equity awards that vested during the 18 months prior to the date of your employment termination (or if applicable law mandates a maximum time that is shorter than 18 months, then for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with any such equity award; and (iii) NCR shall also be entitled to an accounting and repayment from you of all profits, compensation, commissions, remuneration or benefits that you (and/or the applicable Competing Organization) directly or indirectly have realized or may realize as a result of or in connection with any such breach.
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D.
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Subsequent Employment. You agree that, while employed by NCR and for one year thereafter, you will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which you intend to become employed by, contract for, associated with or represent, prior to accepting and engaging in such employment, contract, association and/or representation.
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E.
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Tolling. You agree that the Restricted Period shall be tolled and suspended during and for the pendency of any violation of its terms and for the pendency of any legal proceedings to enforce any of the covenants set forth in this Section and that all time that is part of or subject to such tolling and suspension shall not be counted toward the 12-month duration of the Restricted Period.
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F.
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Severability. Each clause of this Section constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for the protection of NCR’s interests. If any part or clause of this Section is held unenforceable, it shall be severed and shall not affect any other part of this Section or this Agreement.
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If to you:
Robert P. Fishman
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If to NCR:
NCR Corporation
864 Spring Street NW
Atlanta GA 30308
Attn: General Counsel
With a copy via electronic mail to:
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▪
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You have read this Agreement and understand all of its terms;
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▪
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You understand that this agreement includes a waiver of claims of age discrimination under the Age Discrimination in Employment Act;
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▪
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You are entering into this Agreement knowingly, voluntarily and with full knowledge of its significance;
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▪
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This Agreement does not release claims that may arise in the future;
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▪
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You have been advised to consult an attorney regarding this Agreement;
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▪
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You have twenty-one (21) calendar days to consider this Agreement and you will have seven (7) calendar days to revoke the Agreement after you sign it. If you want to revoke it, you must deliver a written revocation to NCR at the notice address set forth in Section 17 above, within seven (7) days after you sign the Agreement. If you do not revoke it, the Agreement will become effective on the eighth day after you sign it;
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▪
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The promises contained in this Agreement are consideration for your signing this Agreement and represent payments and other benefits that you are not otherwise entitled to receive from NCR.
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/s/ Robert P. Fishman
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/s/ Debra Bronder
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Date: March 11, 2019
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Debra Bronder
Its Chief Human Resources Officer
Date: March 12, 2019
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Name of Subsidiary
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Jurisdiction of Incorporation
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Data Pathing Holdings LLC
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Delaware
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JetPay Corporation
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Delaware
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JetPay Payment Services, FL, LLC
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Delaware
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NCR EasyPoint LLC
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Delaware
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NCR European and South American Holdings LLC
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Delaware
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NCR Government Systems LLC
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Delaware
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NCR Indonesia LLC
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Delaware
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NCR International, Inc.
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Delaware
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NCR Italia Holdings LLC
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Delaware
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NCR Latin American Holdings LLC
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Delaware
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NCR Middle East Holdings, LLC
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Delaware
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NCR Poland LLC
|
|
Delaware
|
NCR Solutions (Middle East) LLC
|
|
Delaware
|
NCR Receivables LLC
|
|
Delaware
|
North American Research Corporation
|
|
Delaware
|
Quantor Holdings LLC
|
|
Delaware
|
NCR Foreign Investco, LLC
|
|
Delaware
|
NCR Foreign Investco 1, LLC
|
|
Delaware
|
StopLift, Inc.
|
|
Delaware
|
Radiant Payment Services, LLC
|
|
Georgia
|
The National Cash Register Company
|
|
Maryland
|
JetPay HR & Payroll Services, Inc.
|
|
Pennsylvania
|
Payroll Tax Filing Services, Inc.
|
|
Pennsylvania
|
JetPay Payment Services, PA, LLC
|
|
Pennsylvania
|
JetPay Payment Services, TX, LLC
|
|
Texas
|
TCR Business Systems, Inc.
|
|
Texas
|
Texas Digital Systems, Inc.
|
|
Texas
|
NCR Argentina S.R.L.
|
|
Argentina
|
NCR Australia Pty Limited
|
|
Australia
|
Quest Retail Technology 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
|
Global Assurance Limited
|
|
Bermuda
|
NCR (Bermuda) Holdings Ltd.
|
|
Bermuda
|
NCR Bermuda (2006) Limited
|
|
Bermuda
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
NCR Services Ltd.
|
|
Bermuda
|
NCR Treasury Finance Limited
|
|
Bermuda
|
NCR Treasury Financing Limited
|
|
Bermuda
|
NCR d.o.o. Banja Luka
|
|
Bosnia
|
NCR Brasil – Industria de Equipamentos para Automacao S.A.
|
|
Brazil
|
NCR Brasil Ltda
|
|
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 (Bejing) Financial Equipment System Co., Ltd.
|
|
China
|
NCR (Guangzhou) Technology Co., Ltd.
|
|
China
|
NCR (Shanghai) Technology Services Ltd.
|
|
China
|
Retalix Technology (Bejing) Co. Ltd.
|
|
China
|
NCR Columbia Ltda
|
|
Columbia
|
Papeles y Suministros del Cuaca S.A. (Joint Venture)
|
|
Columbia
|
NCR (Cyprus) Limited
|
|
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
|
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
|
NCR Magyarorszag Informacio-Technologiai Kft.
|
|
Hungary
|
NCR Corporation India Private Limited
|
|
India
|
Digital Insight India Products Private Limited
|
|
India
|
StopLift Infotech Private Limited
|
|
India
|
PT. NCR Indonesia
|
|
Indonesia
|
NCR Global Holdings Limited
|
|
Ireland
|
NCR Global Solutions Limited
|
|
Ireland
|
NCR Israel Ltd.
|
|
Israel
|
NCR Global Ltd.
|
|
Israel
|
Moon Holdings S.P.V. Ltd.
|
|
Israel
|
Tamar Industries M.R. Electronics (1985) Ltd.
|
|
Israel
|
NCR Italia S.r.l.
|
|
Italy
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
NCR Japan Ltd.
|
|
Japan
|
NCR (Kenya) Limited
|
|
Kenya
|
NCR Korea Co. Ltd.
|
|
Korea
|
NCR International SNC
|
|
Luxembourg
|
NCR International 2 SNC
|
|
Luxembourg
|
RADS International SARL
|
|
Luxembourg
|
Orderman S.A.R.L.
|
|
Luxembourg
|
NCR (Macau) Limited
|
|
Macau
|
NCR Payments and Services Malaysia Sdn Bhd
|
|
Malaysia
|
NCR (Malaysia) Sdn Bhd
|
|
Malaysia
|
Radiant Systems Retail Solutions Sdn Bhd
|
|
Malaysia
|
Tricubes NCR JV Sdn Bhd
|
|
Malaysia
|
NCR de Mexico S. de R.L. de C.V.
|
|
Mexico
|
NCR Solutions de Mexico S. de R.L. de C.V.
|
|
Mexico
|
Global Acquisition C.V.
|
|
Netherlands
|
Keynesplein Holding C.V.
|
|
Netherlands
|
NCR Dutch Holdings B.V.
|
|
Netherlands
|
NCR Dutch Holdings C.V.
|
|
Netherlands
|
NCR Nederland B.V.
|
|
Netherlands
|
NCR (NZ) Corporation
|
|
New Zealand
|
N.C.R. (Nigeria) PLC
|
|
Nigeria
|
NCR Norge AS
|
|
Norway
|
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 Unipessoal, Lda.
|
|
Portugal
|
NCR Qatar LLC
|
|
Qatar
|
NCR A/O
|
|
Russia
|
NCR d.o.o. Beograd
|
|
Serbia
|
NCR Asia Pacific Pte Ltd
|
|
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
|
Iber Aloha S.L.
|
|
Spain
|
National Registrierkassen AG
|
|
Switzerland
|
NCR (Switzerland) GmbH
|
|
Switzerland
|
NCR Systems Taiwan Ltd.
|
|
Taiwan
|
NCR (Thailand) Limited
|
|
Thailand
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
Radiant Systems Co. Ltd.
|
|
Thailand
|
NCR Bilisim Sistemleri, L.S.
|
|
Turkey
|
NCR Ukraine Limited
|
|
Ukraine
|
NCR Financial Solutions Group Limited
|
|
United Kingdom
|
NCR Limited
|
|
United Kingdom
|
NCR UK Group Limited
|
|
United Kingdom
|
Radiant Systems UK (II) Limited
|
|
United Kingdom
|
Radiant Systems Limited
|
|
United Kingdom
|
N. Timms & Co. (Private) Ltd
|
|
Zimbabwe
|
NCR Zimbabwe (Private) Ltd
|
|
Zimbabwe
|
Date:
|
May 7, 2019
|
|
/s/ Michael D. Hayford
|
|
|
|
Michael D. Hayford
|
|
|
|
President and Chief Executive Officer
|
Date:
|
May 7, 2019
|
|
/s/ Andre J. Fernandez
|
|
|
|
Andre J. Fernandez
|
|
|
|
Executive 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:
|
May 7, 2019
|
|
/s/ Michael D. Hayford
|
|
|
|
Michael D. Hayford
|
|
|
|
President and Chief Executive Officer
|
Dated:
|
May 7, 2019
|
|
/s/ Andre J. Fernandez
|
|
|
|
Andre J. Fernandez
|
|
|
|
Executive Vice President and Chief Financial Officer
|