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NCR-2015.6.30-10Q
Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
________________________
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015
Commission File Number 001-00395
 ________________________
NCR CORPORATION
(Exact name of registrant as specified in its charter)

________________________
 
Maryland
 
31-0387920
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
3097 Satellite Boulevard
Duluth, GA 30096
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (937) 445-5000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ   No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
 
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
 
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  þ
As of July 15, 2015, there were approximately 169.8 million shares of common stock issued and outstanding.
 


Table of Contents


TABLE OF CONTENTS
 
PART I. Financial Information
 
 
 
 
 
Description
Page
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
PART II. Other Information
 
 
 
 
 
Description
Page
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
 



2
Table of Contents

Part I. Financial Information
 
Item 1.
FINANCIAL STATEMENTS

NCR Corporation
Condensed Consolidated Statements of Operations (Unaudited)
 
In millions, except per share amounts
Three months ended June 30
 
Six months ended June 30
2015
 
2014
 
2015
 
2014
Product revenue
$
703

 
$
722

 
$
1,307

 
$
1,356

Service revenue
901

 
936

 
1,773

 
1,820

Total revenue
1,604

 
1,658

 
3,080

 
3,176

Cost of products
544

 
531

 
1,027

 
1,007

Cost of services
914

 
647

 
1,517

 
1,273

Selling, general and administrative expenses
339

 
247

 
564

 
492

Research and development expenses
67

 
64

 
122

 
127

Restructuring-related charges
6

 
—

 
21

 
—

Total operating expenses
1,870

 
1,489

 
3,251

 
2,899

(Loss) income from operations
(266
)
 
169

 
(171
)
 
277

Interest expense
(45
)
 
(46
)
 
(89
)
 
(89
)
Other (expense), net
—

 
(3
)
 
(7
)
 
(10
)
(Loss) income from continuing operations before income taxes
(311
)
 
120

 
(267
)
 
178

Income tax expense
32

 
29

 
34

 
33

(Loss) income from continuing operations
(343
)
 
91

 
(301
)
 
145

Income from discontinued operations, net of tax
—

 
—

 
—

 
—

Net (loss) income
(343
)
 
91

 
(301
)
 
145

Net income attributable to noncontrolling interests
1

 
1

 
3

 
2

Net (loss) income attributable to NCR
$
(344
)
 
$
90

 
$
(304
)
 
$
143

Amounts attributable to NCR common stockholders:
 
 
 
 

 

(Loss) income from continuing operations
$
(344
)
 
$
90

 
$
(304
)
 
$
143

Income from discontinued operations, net of tax
—

 
—

 
—

 
—

Net (loss) income
$
(344
)
 
$
90

 
$
(304
)
 
$
143

(Loss) income per share attributable to NCR common stockholders:
 
 
 
 
 
 
 
(Loss) income per common share from continuing operations
 
 
 
 
 
 
 
Basic
$
(2.03
)
 
$
0.54

 
$
(1.80
)
 
$
0.85

Diluted
$
(2.03
)
 
$
0.53

 
$
(1.80
)
 
$
0.84

Net (loss) income per common share
 
 
 
 

 

Basic
$
(2.03
)
 
$
0.54

 
$
(1.80
)
 
$
0.85

Diluted
$
(2.03
)
 
$
0.53

 
$
(1.80
)
 
$
0.84

Weighted average common shares outstanding
 
 
 
 
 
 
 
Basic
169.6

 
167.9

 
169.3

 
167.5

Diluted
169.6

 
170.9

 
169.3

 
171.0

See Notes to Condensed Consolidated Financial Statements.

3
Table of Contents

NCR Corporation
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 

In millions
Three months ended June 30
 
Six months ended June 30
2015
 
2014
 
2015
 
2014
Net (loss) income
$
(343
)
 
$
91

 
$
(301
)
 
$
145

Other comprehensive income (loss):
 
 
 
 
 
 
 
Currency translation adjustments
 
 
 
 
 
 
 
Currency translation adjustments
26

 
23

 
(2
)
 
30

Derivatives
 
 
 
 
 
 
 
Unrealized gain (loss) on derivatives
(2
)
 
(1
)
 
7

 
(2
)
   (Gains) losses on derivatives arising during the period
(1
)
 
2

 
(2
)
 
3

        Less income tax benefit (expense)
1

 
(1
)
 
(1
)
 
(1
)
Employee benefit plans
 
 
 
 
 
 
 
   Amortization of prior service benefit
(5
)
 
(5
)
 
(11
)
 
(11
)
   Amortization of actuarial loss
—

 
—

 
1

 
1

        Less income tax benefit
2

 
2

 
4

 
4

Other comprehensive (loss) income
21

 
20

 
(4
)
 
24

Total comprehensive (loss) income
(322
)
 
111

 
(305
)
 
169

Less comprehensive income attributable to noncontrolling interests:
 
 
 
 
 
 
 
   Net income
1

 
1

 
3

 
2

   Currency translation adjustments
—

 
1

 
(3
)
 
—

Amounts attributable to noncontrolling interests
1

 
2

 
—

 
2

Comprehensive (loss) income attributable to NCR common stockholders
$
(323
)
 
$
109

 
$
(305
)
 
$
167


See Notes to Condensed Consolidated Financial Statements.

4
Table of Contents


NCR Corporation
Condensed Consolidated Balance Sheets (Unaudited)
In millions, except per share amounts
June 30, 2015
 
December 31, 2014
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
425

 
$
511

Accounts receivable, net
1,425

 
1,404

Inventories
709

 
669

Other current assets
481

 
504

Total current assets
3,040

 
3,088

Property, plant and equipment, net
348

 
396

Goodwill
2,758

 
2,760

Intangibles, net
863

 
926

Prepaid pension cost
137

 
551

Deferred income taxes
375

 
349

Other assets
545

 
537

Total assets
$
8,066

 
$
8,607

Liabilities and stockholders’ equity
 
 
 
Current liabilities
 
 
 
Short-term borrowings
$
59

 
$
187

Accounts payable
695

 
712

Payroll and benefits liabilities
178

 
196

Deferred service revenue and customer deposits
567

 
494

Other current liabilities
411

 
481

Total current liabilities
1,910

 
2,070

Long-term debt
3,415

 
3,472

Pension and indemnity plan liabilities
686

 
705

Postretirement and postemployment benefits liabilities
177

 
170

Income tax accruals
181

 
181

Other liabilities
83

 
111

Total liabilities
6,452

 
6,709

Commitments and Contingencies (Note 9)

 

Redeemable noncontrolling interest
16

 
15

Stockholders’ equity
 
 
 
NCR stockholders’ equity
 
 
 
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of June 30, 2015 and December 31, 2014
—

 
—

Common stock: par value $0.01 per share, 500.0 shares authorized, 169.7 and 168.6 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively
2

 
2

Paid-in capital
470

 
442

Retained earnings
1,259

 
1,563

Accumulated other comprehensive loss
(137)

 
(136)

Total NCR stockholders’ equity
1,594

 
1,871

Noncontrolling interests in subsidiaries
4

 
12

Total stockholders’ equity
1,598

 
1,883

Total liabilities and stockholders’ equity
$
8,066

 
$
8,607

See Notes to Condensed Consolidated Financial Statements.

5
Table of Contents

NCR Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
In millions
Six months ended June 30
2015
 
2014
Operating activities
 
 
 
Net (loss) income
$
(301
)
 
$
145

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
Loss from discontinued operations
—

 
—

Depreciation and amortization
152

 
142

Stock-based compensation expense
20

 
19

Deferred income taxes
15

 
10

Gain on sale of property, plant and equipment and other assets
(1
)
 
(2
)
Impairment of long-lived and other assets
16

 
—

Changes in assets and liabilities:
 
 
 
Receivables
(51
)
 
(88
)
Inventories
(54
)
 
(27
)
Current payables and accrued expenses
(25
)
 
2

Deferred service revenue and customer deposits
89

 
35

Employee benefit plans
386

 
(59
)
Other assets and liabilities
—

 
(66
)
Net cash provided by operating activities
246

 
111

Investing activities
 
 
 
Expenditures for property, plant and equipment
(31
)
 
(66
)
Additions to capitalized software
(79
)
 
(73
)
Business acquisitions, net
—

 
(1,642
)
Changes in restricted cash
—

 
1,114

Other investing activities, net
(3
)
 
4

Net cash used in investing activities
(113
)
 
(663
)
Financing activities
 
 
 
Tax withholding payments on behalf of employees
(10
)
 
(24
)
Short term borrowings, net
28

 
9

Payments on term credit facilities
(116
)
 
(3
)
Borrowings on term credit facility
—

 
250

Payments on revolving credit facilities
(608
)
 
(255
)
Borrowings on revolving credit facilities
512

 
570

Debt issuance costs
—

 
(3
)
Proceeds from employee stock plans
11

 
7

Other financing activities
—

 
(3
)
Net cash (used in) provided by financing activities
(183
)
 
548

Cash flows from discontinued operations
 
 
 
Net cash used in operating activities
(17
)
 
(38
)
Effect of exchange rate changes on cash and cash equivalents
(19
)
 
(3
)
Decrease in cash and cash equivalents
(86
)
 
(45
)
Cash and cash equivalents at beginning of period
511

 
528

Cash and cash equivalents at end of period
$
425

 
$
483

See Notes to Condensed Consolidated Financial Statements.

6
Table of Contents

NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements have been prepared by NCR Corporation (NCR, the Company, we or us) without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the consolidated results of operations, financial position, and cash flows for each period presented. The consolidated results for the interim periods are not necessarily indicative of results to be expected for the full year. The 2014 year-end Condensed Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (GAAP). These financial statements should be read in conjunction with NCR’s Form 10-K for the year ended December 31, 2014.

Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the period reported. Actual results could differ from those estimates.

Reclassifications Certain prior-period amounts have been reclassified in the accompanying Condensed Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation.

Related Party Transactions In 2011, concurrent with the sale of a noncontrolling interest in our subsidiary, NCR Brasil - Indústria de Equipamentos para Automação S.A., (NCR Manaus) to Scopus Tecnologia Ltda. (Scopus), we entered into a Master Purchase Agreement (MPA) with Banco Bradesco SA (Bradesco), the parent of Scopus. Through the MPA, Bradesco agreed to purchase up to 30,000 ATMs from us over the 5-year term of the agreement. Pricing of the ATMs will adjust over the term of the MPA using certain formulas which are based on prevailing market pricing. We recognized revenue related to Bradesco totaling $4 million and $22 million during the three and six months ended June 30, 2015, respectively, as compared to $14 million and $32 million during the three and six months ended June 30, 2014, respectively. As of June 30, 2015 and December 31, 2014, we had zero and $15 million, respectively, in receivables outstanding from Bradesco.

Recent Accounting Pronouncements

Adopted

In April 2014, the Financial Accounting Standards Board (FASB) issued changes to the criteria for determining which disposals are required to be presented as discontinued operations. The changes require a disposal of a component of an entity or a group of components of an entity to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results when any of the following occurs: (i) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale, (ii) the component of an entity or group or components of an entity is disposed of by sale, or (iii) the component of an entity or group of components of an entity is disposed of other than by sale. The amendments apply on a prospective basis to disposals of components of an entity that occur within annual periods beginning on or after December 15, 2014 and interim periods within those years, with early adoption permitted. The implementation of the amended accounting guidance on January 1, 2015 did not have an impact on our consolidated financial statements.

Issued

In May 2014, the FASB issued a new revenue recognition standard, superseding previous revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will be effective for the first interim period within annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is evaluating the impact that adopting this guidance will have on its consolidated financial statements.

7
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

In August 2014, the FASB issued new guidance related to disclosures relating to going concern, including management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related disclosures when conditions or events raise substantial doubt about an entity's ability to continue as a going concern. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The impact of adopting this guidance on January 1, 2017 is not expected to have a material impact on our consolidated financial statements.

In April 2015, the FASB issued new guidance related to the presentation of debt issuance costs, which amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability, consistent with debt discounts, instead of a deferred charge asset. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In April 2015, the FASB issued new guidance related to accounting for the fees paid in a cloud computing arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If considered a software license, the arrangement should be accounted for as an acquisition of a software license. If not considered a software license, the arrangement should be accounted for as a service contract. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The impact of adopting this guidance on January 1, 2016 is not expected to have a material impact on our consolidated financial statements.

In July 2015, the FASB issued new guidance on simplifying the measurement of inventory. Inventory within the scope of this update is required to be measured at the lower of its cost or net realizable value, with net realizable value being the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The standards update is effective prospectively for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. The Company is evaluating the impact the adoption of this standard will have on its consolidated financial statements.

2. RESTRUCTURING PLAN

In July 2014, we announced a restructuring plan to strategically reallocate resources so that we can focus on our higher-growth, higher-margin opportunities in the software-driven consumer transaction technologies industry. The program is centered on ensuring that our people and processes are aligned with our continued transformation and includes: rationalizing our product portfolio to eliminate overlap and redundancy; taking steps to end-of-life older commodity product lines that are costly to maintain and provide low margins; moving lower productivity services positions to our new centers of excellence due to the positive impact of services innovation; and reducing layers of management and organizing around divisions to improve decision-making, accountability and strategic execution.

As a result of the restructuring plan, the Company recorded a total charge of $8 million and $24 million in the three and six months ended June 30, 2015, respectively. The Company expects to achieve annualized run-rate savings of approximately $105 million beginning in 2016. The Company expects that it may identify additional restructuring-related opportunities in connection with this restructuring plan, and may incur additional charges through 2015 related to such additional opportunities. Such additional charges are not reasonably estimable at this time as the Company is in the process of defining the nature and scope of these additional opportunities and quantifying the impact thereof.

Severance and other employee related costs The Company made $19 million and $6 million in severance-related payments under ASC 712 and ASC 420, respectively, related to the restructuring plan in the six months ended June 30, 2015.

Inventory-related charges In the three and six months ended June 30, 2015, the Company recorded $2 million and $3 million, respectively, of inventory-related charges for rationalizing its product portfolio to eliminate overlap and redundancy and to end-of-life older commodity product lines that are costly to maintain and provide low margins.

Asset-related charges In the three months ended June 30, 2015, the Company recorded a $2 million charge for the write-off of certain external use capitalized software for projects that have been abandoned. In the six months ended June 30, 2015, the Company recorded $16 million for asset-related charges, which includes the write-off of certain external use capitalized software for projects that have been abandoned as well as an impairment of long-lived assets that are no longer considered strategic and were held for sale. As of June 30, 2015, the carrying amount of the long-lived assets classified as held for sale was $17 million. The Company utilized Level 3 inputs, as defined in the fair value hierarchy, to measure the fair value.

8
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)


Other exit costs In the three and six months ended June 30, 2015, the Company recorded and paid $4 million and $5 million, respectively, for lease and other contract termination costs.

The results by segment, as disclosed in Note 13, "Segment Information and Concentrations," exclude the impact of these costs, which is consistent with the manner by which management assesses the performance and evaluates the results of each segment. The following table summarizes the total liabilities relating to the restructuring plan, which are included on the Condensed Consolidated Balance Sheet in other current liabilities.
In millions
2015
Employee Severance and Other Exit Costs
 
Beginning balance as of January 1
$60
Cost recognized during the period
5
Utilization
(30)
Foreign currency translation adjustments
(2)
Ending balance as of June 30
$33

3. SUPPLEMENTAL FINANCIAL INFORMATION
The components of accounts receivable are summarized as follows:
In millions
June 30, 2015
 
December 31, 2014
Accounts receivable
 
 
 
Trade
$1,412
 
$1,382
Other
34
 
41
Accounts receivable, gross
1,446
 
1,423
Less: allowance for doubtful accounts
(21)
 
(19)
Total accounts receivable, net
$1,425
 
$1,404
The components of inventory are summarized as follows:
In millions
June 30, 2015
 
December 31, 2014
Inventories
 
 
 
Work in process and raw materials
$147
 
$132
Finished goods
184
 
148
Service parts
378
 
389
Total inventories
$709
 
$669
The components of other current assets are summarized as follows:
In millions
June 30, 2015
 
December 31, 2014
Other current assets
 
 
 
Current deferred tax assets
$215
 
$264
Other
266
 
240
Total other current assets
$481
 
$504



9
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

4. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill

The carrying amounts of goodwill by segment as of June 30, 2015 and December 31, 2014 are included in the table below. Foreign currency fluctuations are included within other adjustments.

 
December 31, 2014
 
 
 
 
 
 
 
June 30, 2015
In millions
Goodwill
 
Accumulated Impairment Losses
 
Total
 
Additions
 
Impairment
 
Other
 
Goodwill
 
Accumulated Impairment Losses
 
Total
Financial Services
$
1,493

 
$
—

 
$
1,493

 
$
—

 
$
—

 
$
1

 
$
1,494

 
$
—

 
$
1,494

Retail Solutions
581

 
(7
)
 
574

 
—

 
—

 
—

 
581

 
(7
)
 
574

Hospitality
669

 
—

 
669

 
2

 
—

 
(5
)
 
666

 
—

 
666

Emerging Industries
24

 
—

 
24

 
—

 
—

 
—

 
24

 
—

 
24

Total goodwill
$
2,767

 
$
(7
)
 
$
2,760

 
$
2

 
$
—

 
$
(4
)
 
$
2,765

 
$
(7
)
 
$
2,758


Purchased Intangible Assets

NCR’s purchased intangible assets, reported in intangibles, net in the Condensed Consolidated Balance Sheets, were specifically identified when acquired, and are deemed to have finite lives. The gross carrying amount and accumulated amortization for NCR’s identifiable intangible assets were as set forth in the table below.
 
Amortization
Period
(in Years)
 
June 30, 2015
 
December 31, 2014
In millions
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Identifiable intangible assets
 
 
 
 
 
 
 
 
 
Reseller & customer relationships
1 - 20
 
$
660

 
$
(77
)
 
$
660

 
$
(63
)
Intellectual property
2 - 8
 
393

 
(213
)
 
393

 
(181
)
Customer contracts
8
 
89

 
(34
)
 
89

 
(22
)
Tradenames
2 - 10
 
74

 
(29
)
 
74

 
(24
)
Non-compete arrangements
2 - 5
 
8

 
(8
)
 
8

 
(8
)
Total identifiable intangible assets
 
 
$
1,224

 
$
(361
)
 
$
1,224

 
$
(298
)

The aggregate amortization expense (actual and estimated) for identifiable intangible assets for the following periods is:
In millions
Three months ended June 30, 2015
 
Six months ended June 30, 2015
 
Remainder of 2015 (estimated)
Amortization expense
$
31

 
$
63

 
$
64


 
 
For the years ended December 31 (estimated)
In millions
 
2016
 
2017
 
2018
 
2019
 
2020
Amortization expense
 
$
125

 
$
116

 
$
85

 
$
75

 
$
57




10
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

5. DEBT OBLIGATIONS

The following table summarizes the Company's short-term borrowings and long-term debt:
 
June 30, 2015
 
December 31, 2014
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)
$
26

 
2.95%
 
$
85

 
2.91%
Trade Receivables Securitization Facility
—

 

 
96

 
0.83%
Other (2)
33

 
7.00%
 
6

 
7.31%
 
Total short-term borrowings
$
59

 
 
 
$
187

 
 
Long-Term Debt
 
 
 
 
 
 
 
Senior Secured Credit Facility:
 
 
 
 
 
 
 
 
Term loan facility due 2018 (1)
$
1,194

 
2.95%
 
$
1,246

 
2.91%
 
Revolving credit facility due 2018 (1)
—

 

 
—

 

Senior notes:


 
 
 
 
 
 
 
5.00% Senior Notes due 2022
600

 
 
 
600

 
 
 
4.625% Senior Notes due 2021
500

 
 
 
500

 
 
 
5.875% Senior Notes due 2021
400

 
 
 
400

 
 
 
6.375% Senior Notes due 2023
700

 
 
 
700

 
 
Other (2)
21

 
7.20%
 
26

 
7.23%
 
Total long-term debt
$
3,415

 
 
 
$
3,472

 
 
(1) 
Interest rates are weighted average interest rates as of June 30, 2015 and December 31, 2014 related to the Senior Secured Credit Facility, which incorporate the impact of the interest rate swap agreement described in Note 11, "Derivatives and Hedging Instruments."
(2) 
Interest rates are weighted average interest rates as of June 30, 2015 and December 31, 2014 and are primarily related to various international credit facilities and a note payable in the U.S.

Senior Secured Credit Facility  The Company is party to a senior secured credit facility with JPMorgan Chase Bank, NA (JPMCB), as administrative agent, and a syndicate of lenders (as amended, the Senior Secured Credit Facility). As of June 30, 2015, the Senior Secured Credit Facility consisted of a term loan facility in an aggregate principal amount of $1.35 billion, and a revolving credit facility in an aggregate principal amount of $850 million. The revolving credit facility also allows a portion of the availability to be used for outstanding letters of credit, and as of June 30, 2015, there were no outstanding letters of credit.

The outstanding principal balance of the term loan facility is required to be repaid in equal quarterly installments in annual amounts. As a result of prepayments during the quarter, the repayment schedule now requires quarterly installments of approximately $26 million beginning June 30, 2016 and approximately $34 million beginning September 30, 2016, with the balance being due at maturity on July 25, 2018. Borrowings under the revolving portion of the credit facility are due July 25, 2018. Amounts outstanding under the Senior Secured Credit Facility bear interest, at the Company's option, at a base rate equal to the highest of (i) the federal funds rate plus 0.50%, (ii) the administrative agent's “prime rate” and (iii) the one-month LIBOR rate plus 1.00% (the Base Rate) or LIBOR, plus a margin ranging from 0.25% to 1.25% for Base Rate-based loans that are either term loans or revolving loans and ranging from 1.25% to 2.25% for LIBOR-based loans that are either term loans or revolving loans, depending on the Company's consolidated leverage ratio. The terms of the Senior Secured Credit Facility also require certain other fees and payments to be made by the Company, including a commitment fee on the undrawn portion of the revolving credit facility.

The Company's obligations under the Senior Secured Credit Facility are guaranteed by certain of its wholly-owned domestic subsidiaries. The Senior Secured Credit Facility and these guarantees are secured by a first priority lien and security interest in certain equity interests owned by the Company and the guarantor subsidiaries in certain of their respective domestic and foreign subsidiaries, and a perfected first priority lien and security interest in substantially all of the Company's U.S. assets and the assets of the guarantor subsidiaries, subject to certain exclusions. These security interests would be released if the Company achieves an “investment grade” rating, and will remain released so long as the Company maintains that rating.

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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The Senior Secured Credit Facility includes affirmative and negative covenants that restrict or limit the ability of the Company and its subsidiaries to, among other things, incur indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to the Company's business activities; make investments; sell or otherwise dispose of assets; engage in sale-leaseback or hedging transactions; repurchase stock, pay dividends or make similar distributions; repay other indebtedness; engage in certain affiliate transactions; or enter into agreements that restrict the Company's ability to create liens, pay dividends or make loan repayments. The Senior Secured Credit Facility also includes financial covenants that require the Company to maintain:
•
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, 2014 and on or prior to December 31, 2016, (a) the sum of (x) 4.25 and (y) an amount (not to exceed 0.50) to reflect new debt used to reduce NCR's underfunded pension liabilities, to (b) 1.00, (ii) in the case of any fiscal quarter ending after December 31, 2016 and on or prior to December 31, 2017, 4.00 to 1.00, and (iii) in the case of any fiscal quarter ending after December 31, 2017, 3.75 to 1.00; and
•
an interest coverage ratio on the last day of any fiscal quarter greater than or equal to 3.50 to 1.00.

At June 30, 2015, the maximum consolidated leverage ratio under the Senior Secured Credit Facility was 4.35 to 1.00.

The Senior Secured Credit Facility also contains events of default, which are customary for similar financings. Upon the occurrence of an event of default, the lenders may, among other things, terminate the loan commitments, accelerate all loans and require cash collateral deposits in respect of outstanding letters of credit. If the Company is unable to pay or repay the amounts due, the lenders could, among other things, proceed against the collateral granted to them to secure such indebtedness.

The Company may request, at any time and from time to time, but the lenders are not obligated to fund, the establishment of one or more incremental term loans and/or revolving credit facilities (subject to the agreement of existing lenders or additional financial institutions to provide such term loans and/or revolving credit facilities) with commitments in an aggregate amount not to exceed the greater of (i) $150 million, and (ii) such amount as would not (a) prior to the date that the Company obtains an investment grade rating cause the leverage ratio under the Senior Secured Credit Facility, calculated on a pro forma basis including the incremental facility and assuming that it and the revolver are fully drawn, to exceed 2.50 to 1.00, and (b) on and after the date that the Company obtains an investment grade rating cause the leverage ratio under the Senior Secured Credit Facility, calculated on a pro forma basis including the incremental facility and assuming that it and the revolver are fully drawn, to exceed a ratio that is 0.50 less than the leverage ratio then applicable under the financial covenants of the Senior Secured Credit Facility, the proceeds of which can be used for working capital requirements and other general corporate purposes.

Senior Unsecured Notes On September 17, 2012, the Company issued $600 million aggregate principal amount of 5.00% senior unsecured notes due in 2022 (the 5.00% Notes). The 5.00% Notes were sold at 100% of the principal amount and will mature on July 15, 2022. On December 18, 2012, the Company issued $500 million aggregate principal amount of 4.625% senior unsecured notes due in 2021 (the 4.625% Notes). The 4.625% Notes were sold at 100% of the principal amount and will mature on February 15, 2021. On December 19, 2013, the Company issued $400 million aggregate principal amount of 5.875% senior unsecured notes due in 2021 (the 5.875% Notes) and $700 million aggregate principal amount of 6.375% senior unsecured notes due in 2023 (the 6.375% Notes). The 5.875% Notes were sold at 100% of the principal amount and will mature on December 15, 2021 and the 6.375% Notes were sold at 100% of the principal amount and will mature on December 15, 2023. The senior unsecured notes are guaranteed, fully and unconditionally, on an unsecured senior basis, by our subsidiary, NCR International, Inc.

The Company has the option to redeem the 5.00% Notes, in whole or in part, at any time on or after July 15, 2017, at a redemption price of 102.5%, 101.667%, 100.833% and 100% during the 12-month periods commencing on July 15, 2017, 2018, 2019 and 2020 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to July 15, 2017, the Company may redeem the 5.00% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date.

The Company has the option to redeem the 4.625% Notes, in whole or in part, at any time on or after February 15, 2017, at a redemption price of 102.313%, 101.156% and 100% during the 12-month periods commencing on February 15, 2017, 2018 and 2019 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to February 15, 2017, the Company may redeem the 4.625% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. Prior to February 15, 2016, the Company may redeem the 4.625% Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the notes originally issued at a redemption price of 104.625% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more qualified equity offerings under certain further requirements.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The Company has the option to redeem the 5.875% Notes, in whole or in part, at any time on or after December 15, 2017, at a redemption price of 102.938%, 101.469% and 100% during the 12-month periods commencing on December 15, 2017, 2018 and 2019 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to December 15, 2017, the Company may redeem the 5.875% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. Prior to December 15, 2016, the Company may redeem the 5.875% Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the notes originally issued at a redemption price of 105.875% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more qualified equity offerings under certain further requirements.

The Company has the option to redeem the 6.375% Notes, in whole or in part, at any time on or after December 15, 2018, at a redemption price of 103.188%, 102.125%, 101.063% and 100% during the 12-month periods commencing on December 15, 2018, 2019, 2020 and 2021 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to December 15, 2018, the Company may redeem the 6.375% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. Prior to December 15, 2016, the Company may redeem the 6.375% Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the notes originally issued at a redemption price of 106.375% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more qualified equity offerings under certain further requirements.

The terms of the indentures for these notes limit the ability of the Company and certain of its subsidiaries to, among other things, incur additional debt or issue redeemable preferred stock; pay dividends or make certain other restricted payments or investments; incur liens; sell assets; incur restrictions on the ability of the Company's subsidiaries to pay dividends to the Company; enter into affiliate transactions; engage in sale and leaseback transactions; and consolidate, merge, sell or otherwise dispose of all or substantially all of the Company's or such subsidiaries' assets. These covenants are subject to significant exceptions and qualifications. For example, if these notes are assigned an investment grade rating by Moody's or S&P and no default has occurred or is continuing, certain covenants will be terminated.

Trade Receivables Securitization Facility In November 2014, the Company established a two-year revolving trade receivables securitization facility (the A/R Facility) with PNC Bank, National Association (PNC) as the administrative agent, and various lenders.  The A/R Facility provides for up to $200 million in funding based on the availability of eligible receivables and other customary factors and conditions. 

Under the A/R Facility, NCR sells and/or contributes certain of its U.S. trade receivables to a wholly-owned, bankruptcy-remote subsidiary as they are originated, and advances by the lenders to that subsidiary are secured by those trade receivables.  The assets of this financing subsidiary are restricted as collateral for the payment of its obligations under the A/R Facility, and its assets and credit are not available to satisfy the debts and obligations owed to the creditors of the Company. The Company includes the assets, liabilities and results of operations of this financing subsidiary in its consolidated financial statements. The financing subsidiary owned $433 million and $373 million of outstanding accounts receivable as of June 30, 2015 and December 31, 2014, respectively, and these amounts are included in accounts receivable, net in the Company’s Condensed Consolidated Balance Sheets.

The financing subsidiary will pay annual commitment and other customary fees to the lenders, and advances by a lender under the A/R Facility will accrue interest (i) at a reserve-adjusted LIBOR rate or a base rate equal to the highest of (a) the applicable lender’s prime rate or (b) the federal funds rate plus 0.50%, if the lender is a committed lender, or (ii) based on commercial paper interest rates if the lender is a commercial paper conduit lender.  Advances may be prepaid at any time without premium or penalty.

The A/R Facility contains various customary affirmative and negative covenants and default and termination provisions which provide for the acceleration of the advances under the A/R Facility in circumstances including, but not limited to, failure to pay interest or principal when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.

Fair Value of Debt The Company utilized Level 2 inputs, as defined in the fair value hierarchy, to measure the fair value of the long-term debt, which, as of June 30, 2015 and December 31, 2014 was $3.52 billion and $3.67 billion, respectively. Management's fair value estimates were based on quoted prices for recent trades of NCR’s long-term debt, quoted prices for similar instruments, and inquiries with certain investment communities.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

6. INCOME TAXES

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items. Income tax expense was $32 million for the three months ended June 30, 2015 compared to $29 million for the three months ended June 30, 2014. The increase in income tax expense was primarily driven by an unfavorable mix in earnings in continuing operations. Income tax expense was $34 million for the six months ended June 30, 2015 compared to $33 million for the six months ended June 30, 2014. The increase in income tax expense was primarily driven by a reduction in discrete benefits in the six months ended June 30, 2015, partially offset by the decrease in earnings. During the three and six months ended June 30, 2015, there was no tax benefit recorded on the $427 million charge related to the settlement of the UK London pension plan due to a valuation allowance against deferred tax assets in the United Kingdom. Refer to Note 8, “Employee Benefit Plans.” for additional discussion on the settlement of the UK London pension plan.

7. STOCK COMPENSATION PLANS

As of June 30, 2015, the Company’s primary types of stock-based compensation were restricted stock and stock options. Stock-based compensation expense for the following periods was:
In millions
Three months ended June 30
 
Six months ended June 30
2015
 
2014
 
2015
 
2014
Restricted stock expense
$11
 
$9
 
$20
 
$19
Tax benefit
(3)
 
(2)
 
(6)
 
(6)
Total stock-based compensation (net of tax)
$8
 
$7
 
$14
 
$13

Stock-based compensation expense is recognized in the financial statements based upon fair value. During the three and six months ended June 30, 2015 and 2014, the Company did not grant any stock options. As of June 30, 2015, the total unrecognized compensation cost of $102 million related to unvested restricted stock grants is expected to be recognized over a weighted average period of approximately 1.3 years.

8. EMPLOYEE BENEFIT PLANS

Components of net periodic benefit cost (income) for the three months ended June 30 were as follows:
In millions
U.S. Pension Benefits
 
International Pension Benefits
 
Total Pension Benefits
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Net service cost
$—
 
$—
 
$3
 
$3
 
$3
 
$3
Interest cost
22
 
34
 
12
 
20
 
34
 
54
Expected return on plan assets
(18)
 
(29)
 
(17)
 
(26)
 
(35)
 
(55)
Curtailment
—
 
—
 
(3)
 
—
 
(3)
 
—
Settlement
—
 
—
 
427
 
—
 
427
 
—
Net periodic benefit cost (income)
$4
 
$5
 
$422
 
$(3)
 
$426
 
$2


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Components of net periodic benefit cost (income) for the six months ended June 30 were as follows:
In millions
U.S. Pension Benefits
 
International Pension Benefits
 
Total Pension Benefits
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Net service cost
$—
 
$—
 
$6
 
$6
 
$6
 
$6
Interest cost
44
 
66
 
27
 
41
 
71
 
107
Expected return on plan assets
(36)
 
(59)
 
(39)
 
(52)
 
(75)
 
(111)
Amortization of prior service cost
—
 
—
 
—
 
1
 
—
 
1
Curtailment
—
 
—
 
(3)
 
—
 
(3)
 
—
Settlement
—
 
—
 
427
 
(2)
 
427
 
(2)
Net periodic benefit cost (income)
$8
 
$7
 
$418
 
$(6)
 
$426
 
$1

During the second quarter of 2015, the Company completed the transfer of the UK London pension plan to an insurer. As a result of the transfer, the Company recorded a settlement loss of $427 million in the three and six months ended June 30, 2015 in the Condensed Consolidated Statement of Operations as well as an offsetting decrease to prepaid pension costs in the Condensed Consolidated Balance Sheet as of June 30, 2015.

The benefit from the postretirement plan for the three and six months ended June 30 was:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015
 
2014
 
2015
 
2014
Amortization of:
 
 
 
 
 
 
 
   Prior service benefit
(4)
 
(4)
 
(9)
 
(9)
   Actuarial loss
—
 
—
 
1
 
1
Net postretirement benefit
$(4)
 
$(4)
 
$(8)
 
$(8)

The cost of the postemployment plan for the three and six months ended June 30 was:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015
 
2014
 
2015
 
2014
Net service cost
$4
 
$3
 
$8
 
$7
Interest cost
1
 
2
 
2
 
4
Amortization of prior service benefit
(1)
 
(1)
 
(2)
 
(2)
Net benefit cost
$4
 
$4
 
$8
 
$9
Restructuring severance cost
(3)
 
—
 
(5)
 
—
Total postemployment cost
$1
 
$4
 
$3
 
$9

Employer Contributions

Pension For the three and six months ended June 30, 2015, NCR contributed approximately $7 million and $14 million, respectively, to its international pension plans. In 2015, NCR anticipates contributing an additional $21 million to its international pension plans for a total of $35 million. NCR may make one or more additional discretionary contributions over the next twelve months, but no such contributions are currently scheduled.

Postretirement For the three and six months ended June 30, 2015, NCR contributed zero and $1 million, respectively, to its U.S. postretirement plan. NCR anticipates contributing an additional $3 million to its U.S. postretirement plan for a total of $4 million in 2015.

Postemployment For the three and six months ended June 30, 2015, NCR contributed approximately $9 million and $20 million, respectively, to its postemployment plans. NCR anticipates contributing an additional $60 million to its postemployment plans for a total of $80 million in 2015, which includes planned contributions associated with the previously announced restructuring plan. See Note 2, "Restructuring Plan," for additional information.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

9. COMMITMENTS AND CONTINGENCIES

In the normal course of business, NCR is subject to various proceedings, lawsuits, claims and other matters, including, for example, those that relate to the environment and health and safety, labor and employment, employee benefits, import/export compliance, intellectual property, data privacy and security, product liability, commercial disputes and regulatory compliance, among others. Additionally, NCR is subject to diverse and complex laws and regulations, including those relating to corporate governance, public disclosure and reporting, environmental safety and the discharge of materials into the environment, product safety, import and export compliance, data privacy and security, antitrust and competition, government contracting, anti-corruption, and labor and human resources, which are rapidly changing and subject to many possible changes in the future. Compliance with these laws and regulations, including changes in accounting standards, taxation requirements, and federal securities laws among others, may create a substantial burden on, and substantially increase costs to NCR or could have an impact on NCR's future operating results. NCR believes the amounts provided in its Condensed Consolidated Financial Statements, as prescribed by GAAP, are currently adequate in light of the probable and estimable liabilities with respect to such matters, but there can be no assurances that the amounts required to satisfy alleged liabilities from such matters will not impact future operating results. Other than as stated below, the Company does not currently expect to incur material capital expenditures related to such matters. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various lawsuits, claims, legal proceedings and other matters, including, but not limited to the Fox River and Kalamazoo River environmental matters and other matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in NCR’s Condensed Consolidated Financial Statements or will not have a material adverse effect on its consolidated results of operations, capital expenditures, competitive position, financial condition or cash flows. Any costs that may be incurred in excess of those amounts provided as of June 30, 2015 cannot currently be reasonably determined, or are not currently considered probable.

In 2012, NCR received anonymous allegations from a purported whistleblower regarding certain aspects of the Company's business practices in China, the Middle East and Africa. The principal allegations received in 2012 related to the Company's compliance with the Foreign Corrupt Practices Act (FCPA) and federal regulations that prohibit U.S. persons from engaging in certain activities in Syria.  NCR promptly retained experienced outside counsel and began an internal investigation of those allegations that was completed in January 2013.  On August 31, 2012, the Board of Directors received a demand letter from an individual shareholder demanding that the Board investigate and take action in connection with certain of the whistleblower allegations. The Board formed a Special Committee to investigate those matters, and that Special Committee also separately retained experienced outside counsel, and completed an investigation in January 2013. On January 23, 2013, upon the recommendation of the Special Committee following its review, the Board of Directors adopted a resolution rejecting the shareholder demand. As part of its resolution, the Board determined, among other things, that the officers and directors named in the demand had not breached their fiduciary duties and that the Company would not commence litigation against the named officers and directors. The Board further resolved to review measures proposed and implemented by management to strengthen the Company's compliance with trade embargos, export control laws and anti-bribery laws. In March 2013, the shareholder who sent the demand filed a derivative action in a Georgia state court, naming as defendants three Company officers, five members of the Board of Directors, and the Company as a nominal defendant. As reported in prior filings, the litigation and associated shareholder demands have been resolved.

With respect to Syria, in 2012 NCR voluntarily notified the U.S. Treasury Department, Office of Foreign Assets Control (OFAC) of potential violations and ceased operations in Syria, which were commercially insignificant. The notification related to confusion stemming from the Company's failure to register in Syria the transfer of the Company's Syrian branch to a foreign subsidiary and to deregister the Company's legacy Syrian branch, which was a branch of NCR Corporation. The Company has applied for and received from OFAC various licenses that have permitted the Company to take measures required to wind down its past operations in Syria. The Company also submitted a detailed report to OFAC regarding this matter, including a description of the Company's comprehensive export control program and related remedial measures.

With respect to the FCPA, the Company made a presentation to the staff of the Securities and Exchange Commission (SEC) and the U.S. Department of Justice (DOJ) providing the facts known to the Company related to the whistleblower's FCPA allegations, and advising the government that many of these allegations were unsubstantiated. The Company responded to subpoenas of the SEC and to requests of the DOJ for documents and information related to the FCPA, including matters related to the whistleblower's FCPA allegations. The Company's investigations of the whistleblower's FCPA allegations identified a few opportunities to strengthen the Company's comprehensive FCPA compliance program, and the Company continues to evaluate and enhance its compliance program as appropriate.

With respect to the DOJ, the Company responded to its most recent requests for documents in 2014. With respect to the SEC, on June 22, 2015, the SEC staff notified the Company that it did not intend to recommend an enforcement action against the Company with respect to these matters.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The Company continues to cooperate with the authorities. There can be no assurance that the Company will not be subject to fines or other remedial measures as a result of OFAC's investigation.

In June 2014, one of the Company’s Brazilian subsidiaries, NCR Manaus, was notified of a Brazilian federal tax assessment of R$168 million, or approximately $54 million as of June 30, 2015, including penalties and interest regarding certain federal indirect taxes for 2010 through 2012. The assessment alleges improper importation of certain components into Brazil's free trade zone that would nullify related indirect tax incentives. We have not recorded an accrual for the assessment, as the Company believes it has a valid position regarding indirect taxes in Brazil and, as such, has filed an appeal. However, it is possible that the Company could be required to pay taxes, penalties and interest related to this matter, which could be material to the Company's Condensed Consolidated Financial Statements. As of June 30, 2015, the Company estimated the aggregate risk related to this matter to be zero to approximately $63 million, which includes penalties and interest subsequent to the assessment.

Environmental Matters NCR's facilities and operations are subject to a wide range of environmental protection laws, and NCR has investigatory and remedial activities underway at a number of facilities that it currently owns or operates, or formerly owned or operated, to comply, or to determine compliance, with such laws. Also, NCR has been identified, either by a government agency or by a private party seeking contribution to site clean-up costs, as a potentially responsible party (PRP) at a number of sites pursuant to various state and federal laws, including the Federal Water Pollution Control Act, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and comparable state statutes. Other than the Fox River matter and the Kalamazoo River matter detailed below, we currently do not anticipate material expenses and liabilities from these environmental matters.

Fox River NCR is one of eight entities that were formally notified by governmental and other entities, such as local Native American tribes, that they are PRPs for environmental claims (under CERCLA and other statutes) arising out of the presence of polychlorinated biphenyls (PCBs) in sediments in the lower Fox River and in the Bay of Green Bay in Wisconsin. The other Fox River PRPs that received notices are Appleton Papers Inc. (API; now known as Appvion, Inc.), P.H. Glatfelter Company (“Glatfelter”), Georgia-Pacific Consumer Products LP (GP, successor to Fort James Operating Company), WTM I Co. (formerly Wisconsin Tissue Mills, now owned by Canal Corporation, formerly known as Chesapeake Corporation), CBC Corporation (formerly Riverside Paper Corporation), U.S. Paper Mills Corp. (owned by Sonoco Products Company), and Menasha Corporation. NCR was identified as a PRP because of alleged PCB discharges from two carbonless copy paper manufacturing facilities it previously owned, which were located along the Fox River. NCR sold its facilities in 1978 to API. Some parties contend that NCR is also responsible for PCB discharges from paper mills owned by other companies because NCR carbonless copy paper "broke" was allegedly purchased by those other mills as a raw material.

The United States Environmental Protection Agency (USEPA) and Wisconsin Department of Natural Resources (together, the Governments) developed clean-up plans for the upper and lower parts of the Fox River and for portions of the Bay of Green Bay. On November 13, 2007, the Governments issued a unilateral administrative order (the 2007 Order) under CERCLA to the eight original PRPs, requiring them to perform remedial work under the Governments’ clean-up plan for the lower parts of the river (operable units 2 through 5). In April 2009, NCR and API formed a limited liability company (the LLC), which entered into an agreement with an environmental remediation contractor to perform the work at the Fox River site. In-water dredging and remediation under the clean-up plan commenced shortly thereafter.

NCR and API, along with B.A.T Industries p.l.c. (BAT), share among themselves a portion of the cost of the Fox River clean-up and natural resource damages (NRD) based upon a 1998 agreement (the Cost Sharing Agreement), a 2005 arbitration award (subsequently confirmed as a judgment), and a September 30, 2014 Funding Agreement (the Funding Agreement). The Cost Sharing Agreement and the arbitration resolved disputes that arose out of the Company's 1978 sale of its Fox River facilities to API. The Cost Sharing Agreement and arbitration award resulted in a 45% share for NCR of the first $75 million of such costs (a threshold that was reached in 2008), and a 40% share for amounts in excess of $75 million. The Funding Agreement, arose out of a 2012 to 2014 arbitration dispute between NCR and API, provides for regular, ongoing funding of NCR-incurred Fox River remediation costs via contributions, made to a new limited liability corporation created by the Funding Agreement, by BAT, API and, for 2014, API's indemnitor Windward Prospects. The Funding Agreement creates an obligation on BAT and API to fund 50% of NCR’s Fox River remediation costs from October 1, 2014 forward; the Funding Agreement also provides NCR opportunities to recoup, both indirectly from third parties and directly, the difference between BAT’s and API’s 60% obligation under the Cost Sharing Agreement and arbitration award on the one hand and their 50% payments under the Funding Agreement on the other, as well as the difference between the amount NCR received under the Funding Agreement and the amount owed to it under the Cost Sharing Agreement and arbitration award for the period from April 2012 through the end of September 2014.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Various litigation proceedings concerning the Fox River are pending, and, as the result of appellate decisions in September 2014, NCR’s potential liability for the Fox River matter, for purposes of calculating the Company’s Fox River reserve, is no longer considered to be 100% of the remediation costs in the lower parts of the river. In a contribution action filed in 2008 seeking to determine allocable responsibility of several companies and governmental entities, a federal court in Wisconsin had issued rulings in 2009 and 2011 that effectively placed all remediation liability on NCR for four of the five “operable units” of the site. In another part of the same lawsuit, the Company prevailed in a 2012 trial on claims seeking to hold it liable under an “arranger” theory for the most upriver portion of the site, operable unit 1.

On September 25, 2014, the United States Court of Appeals for the Seventh Circuit issued its ruling on appeal. That ruling vacated the lower court’s contribution decisions that were adverse to NCR (i.e., it vacated “the decision to hold NCR responsible for all of the response costs at operable units 2 through 5 in contribution”), set aside an adverse judgment against the Company in the amount of $76 million, and affirmed the Company’s favorable verdict in the “arranger” liability trial with respect to operable unit 1. The case was remanded to the federal district court in Wisconsin for further proceedings, for potential consideration of additional factors noted by the appellate court, in which proceedings NCR will vigorously contest the amount of remediation costs allocable to it, and seek to recover from other parties portions of the costs it has previously paid. The case is scheduled for trial on June 13, 2016.

In the quarter ended March 31, 2015, under a case management order applicable to the remanded case the federal district court allowed the filing of certain additional contractual and other claims, including claims against the Company, as well as certain claims by API against other parties (in light of the September 2014 appellate ruling that had restored those claims), which resulted in claims for potential indemnity by those other parties against the Company (under the Funding Agreement, to the extent the Company is liable for such claims, API must pay its recoveries into the limited liability corporation created by the Funding Agreement, and the Company may then seek to obtain reimbursement under its terms). The Company also updated the amounts it is seeking in its affirmative claims against other parties. Additionally, in March 2015, notwithstanding the prior trial and appellate results that had been favorable to the Company, the court entered a ruling holding NCR liable for contamination in operable unit 1, an area upriver from the Company’s former facilities, on what the court considered to be new guidance created by the appellate court in its September 2014 decision. The Company believes the March 2015 decision incorrectly applied the appellate court ruling. While the Company's effort to obtain special appellate review in the form of a petition for mandamus was denied on May 1, 2015 by the appellate court, in a decision dated May 15, 2015 the district court indicated, in a ruling that addressed several issues, that NCR had no liability for operable unit 1, noting “NCR discharged no PCBs in OU1, and therefore has no divisible share of the clean-up costs for that area."

In 2010 the Governments filed a lawsuit (the Government enforcement action) in Wisconsin federal court against the companies named in the 2007 Order. After a 2012 trial, in May 2013 that court held, among other things, that harm at the site is not divisible, and it entered a declaratory judgment against seven defendants (including NCR) finding them jointly and severally liable to comply with the applicable provisions of the 2007 Order. The court also issued an injunction against four companies (including NCR), ordering them to comply with the applicable provisions of the 2007 Order; only NCR complied with the injunction. Several parties, including NCR, appealed from the judgment. In a companion opinion to the ruling described in the preceding paragraph, the United States Court of Appeals for the Seventh Circuit, also on September 25, 2014, vacated the injunction, and also vacated the declaratory judgment that had been entered against the Company. The court also ruled that NCR’s defense based on divisibility of harm at the site, which the district court had rejected, must be reconsidered by that court.

The case was remanded to the federal district court in Wisconsin for further proceedings. In a ruling on May 15, 2015, the district court ruled in NCR’s favor and rejected the Governments’ efforts to reinstate the declaratory judgment against NCR. The court issued findings in favor of the Company’s divisibility defense, and held that NCR’s share of liability for operable unit 4 was 28% (the Company has already paid more than 28% of the remediation costs for that part of the river); the court invited the Company to submit a proposed judgment in the Government enforcement action. Various parties have asked the court to reconsider its ruling, and one has sought to intervene as a co-plaintiff with the Governments, and those motions remained pending as of June 30, 2015. With respect to remaining remediation work, one other PRP, GP, has agreed by virtue of an earlier settlement with the Governments that it is “liable to the United States . . . for performance of all response actions that the [2007 Order] requires for” the lower portion of operable unit 4 and operable unit 5. The declaratory judgment in the Government enforcement action with respect to liability under the 2007 Order against another defendant, Glatfelter, which pursued its appeal on grounds different from those pursued by NCR, was affirmed.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

With respect to ongoing 2015 remediation, following negotiations with the Governments and GP the Company agreed in April 2015 to perform a portion of the work planned for 2015, and to fund approximately one-third of the cost of that work, with GP funding an equal amount. This agreement was formalized in a stipulation and proposed consent decree filed with the federal court; each party is preserving its rights to recover its 2015 costs from the other in the contribution litigation. The Governments are demanding that Glatfelter agree to perform or fund the remaining approximate one-third of the work. Remediation work for the 2015 season commenced on March 31, 2015, and NCR, GP and Glatfelter are each undertaking certain remediation efforts.

With respect to the Company’s prior dispute with API, which was generally superseded by the Funding Agreement, the Company has continued to receive timely payments under the Funding Agreement. 

NCR's eventual remediation liability, followed by long-term monitoring, will depend on a number of factors. In establishing the reserve, NCR attempts to estimate a range of reasonably possible outcomes for each of these factors, although each range is itself uncertain. NCR uses its best estimate within the range, if that is possible. Where there is a range of equally possible outcomes, and there is no amount within that range that is considered to be a better estimate than any other amount, NCR uses the low end of the range. In general, the most significant factors include: (1) the total remaining clean-up costs, including long-term monitoring following completion of the clean-up; (2) total NRD for the site; (3) the share of clean-up costs and NRD that NCR will bear; (4) NCR's transaction and litigation costs to defend itself in this matter; and (5) the share of NCR's payments that API and/or BAT will bear, as discussed above. With respect to NRD, in connection with a certain settlement entered into by other PRPs, in the quarter ended June 30, 2015 the Government asked the court to allow it to withdraw the NRD claims it had prosecuted on behalf of NRD trustees, including those NRD claims asserted against the Company (the Government had represented it would do so in the course of presenting the settlement to the court for approval).

Calculation of the Company's Fox River reserve is subject to several complexities, and it is possible there could be additional changes to some elements of the reserve over upcoming periods, although the Company is unable to predict or estimate such changes at this time. There can be no assurance that the clean-up and related expenditures and liabilities will not have a material effect on NCR's capital expenditures, earnings, financial condition, cash flows, or competitive position. As of June 30, 2015, the net reserve for the Fox River matter was approximately $23 million, compared to $40 million as of December 31, 2014. The decrease in the net reserve is due to payments for clean-up activities and litigation costs, and to take into account the impact of the court decision on divisibility. NCR contributes to the LLC in order to fund remediation activities and generally, by contract, has funded certain amounts of remediation expenses in advance. As of June 30, 2015 and December 31, 2014, approximately zero remained from this funding. NCR's reserve for the Fox River matter is reduced as the LLC makes payments to the remediation contractor and other vendors with respect to remediation activities.

Under a 1996 agreement, AT&T and Alcatel-Lucent are responsible severally (not jointly) for indemnifying NCR for certain portions of the amounts paid by NCR for the Fox River matter over a defined threshold and subject to certain offsets. (The agreement governs certain aspects of AT&T Corp.'s divestiture of NCR and of what was then known as Lucent Technologies.) NCR's estimate of what AT&T and Alcatel-Lucent remain obligated to pay under the indemnity totaled approximately $11 million and $30 million as of June 30, 2015 and December 31, 2014, respectively, and is deducted in determining the net reserve discussed above.

In connection with the Fox River and other matters, through June 30, 2015, NCR has received a combined total of approximately $173 million in settlements reached with its principal insurance carriers. Portions of most of these settlements are payable to a law firm that litigated the claims on the Company's behalf. Some of the settlements cover not only the Fox River but also other environmental sites. Of the total amount collected to date, $9 million is subject to competing claims by API.

Kalamazoo River In November 2010, USEPA issued a "general notice letter" to NCR with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site (Kalamazoo River site) in Michigan. Three other companies - International Paper, Mead Corporation, and Consumers Energy - also received general notice letters at or about the same time. USEPA asserts that the site is contaminated by various substances, primarily PCBs, as a result of discharges by various paper mills located along the river. USEPA does not claim that the Company made direct discharges into the Kalamazoo River, but indicated that "NCR may be liable under Section 107 of CERCLA ... as an arranger, who by contract or agreement, arranged for the disposal, treatment and/or transportation of hazardous substances at the Site." USEPA stated that it "may issue special notice letters to [NCR] and other PRPs for future RI/FS [remedial investigation / feasibility studies] and RD/RA [remedial design / remedial action] negotiations."


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

In connection with the Kalamazoo River site, in December 2010 the Company, along with two other defendants, was sued in federal court by three GP affiliate corporations in a contribution and cost recovery action for alleged pollution. The suit, pending in Michigan, asks that the Company pay a "fair portion" of these companies’ costs, which are represented in the complaint as $79 million to that point in time; various removal and remedial actions remain to be performed at the Kalamazoo River site, the costs for which have not been determined. The suit alleges that the Company is liable as an "arranger" under CERCLA. The initial phase of the case was tried in a Michigan federal court in February 2013; on September 26, 2013 the court issued a decision that held NCR was liable as an “arranger,” as of at least March 1969. (PCB-containing carbonless copy paper was produced from approximately 1954 to April 1971.) The Court did not determine NCR’s share of the overall liability or how NCR’s liability relates to the liability of other liable or potentially liable parties at the site. Relative shares of liability will be litigated in a subsequent phase of the case, with trial scheduled to commence on September 22, 2015. NCR has preserved its right to appeal the September 2013 decision, and in March 2015 moved for the dismissal of all or some of the claims against it on the basis of applicable statutes of limitations; that motion remained pending as of June 30, 2015. If the Company is found liable for money damages or otherwise with respect to the Kalamazoo River site, it would have claims against BAT and API under the Cost Sharing Agreement, the arbitration award, the judgment and the Funding Agreement discussed above in connection with the Fox River matter (the Funding Agreement may provide partial reimbursement of such damages depending on the extent of certain recoveries, if any, against third parties under its terms). The Company would also have claims against AT&T and Alcatel-Lucent under the arrangement discussed above in connection with the Fox River matter.

Environmental Remediation Estimates It is difficult to estimate the future financial impact of environmental laws, including potential liabilities. NCR records environmental provisions when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable. Provisions for estimated losses from environmental restoration and remediation are, depending on the site, based generally on internal and third-party environmental studies, estimates as to the number and participation level of other PRPs, the extent of contamination, estimated amounts for attorney and other fees, and the nature of required clean-up and restoration actions. Reserves are adjusted as further information develops or circumstances change. Management expects that the amounts reserved from time to time will be paid out over the period of investigation, negotiation, remediation and restoration for the applicable sites. The amounts provided for environmental matters in NCR's Condensed Consolidated Financial Statements are the estimated gross undiscounted amounts of such liabilities, without deductions for indemnity insurance, third-party indemnity claims or recoveries from other PRPs, except as qualified in the following sentences. Except for the sharing agreement with API described above with respect to a particular insurance settlement, in those cases where insurance carriers or third-party indemnitors have agreed to pay any amounts and management believes that collectibility of such amounts is probable, the amounts are recorded in the Condensed Consolidated Financial Statements. For the Fox River site, as described above, assets relating to the AT&T and Alcatel-Lucent indemnity and to the API/BAT obligations are recorded as payment is supported by contractual agreements, public filings and/or payment history.

Guarantees and Product Warranties Guarantees associated with NCR’s business activities are reviewed for appropriateness and impact to the Company’s Condensed Consolidated Financial Statements. As of June 30, 2015 and December 31, 2014, NCR had no material obligations related to such guarantees, and therefore its Condensed Consolidated Financial Statements do not have any associated liability balance.

NCR provides its customers a standard manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. Estimated future obligations due to warranty claims are based upon historical factors, such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts. When a sale is consummated, the total customer revenue is recognized, provided that all revenue recognition criteria are otherwise satisfied, and the associated warranty liability is recorded using pre-established warranty percentages for the respective product classes.

From time to time, product design or quality corrections are accomplished through modification programs. When identified, associated costs of labor and parts for such programs are estimated and accrued as part of the warranty reserve.

The Company recorded the activity related to the warranty reserve for the six months ended June 30 as follows:
In millions
2015
 
2014
Warranty reserve liability
 
 
 
Beginning balance as of January 1
$
22

 
$
22

Accruals for warranties issued
19

 
18

Settlements (in cash or in kind)
(18)

 
(19)

Ending balance as of June 30
$
23

 
$
21

 

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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

In addition, NCR provides its customers with certain indemnification rights. In general, NCR agrees to indemnify the customer if a third party asserts patent or other infringement on the part of its customers for its use of the Company’s products subject to certain conditions that are generally standard within the Company’s industries. On limited occasions the Company will undertake additional indemnification obligations for business reasons. From time to time, NCR also enters into agreements in connection with its acquisition and divestiture activities that include indemnification obligations by the Company. The fair value of these indemnification obligations is not readily determinable due to the conditional nature of the Company’s potential obligations and the specific facts and circumstances involved with each particular agreement. The Company has not recorded a liability in connection with these indemnifications, and no current indemnification instance is material to the Company’s financial position. Historically, payments made by the Company under these types of agreements have not had a material effect on the Company’s condensed consolidated financial condition, results of operations or cash flows.

10. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income or loss attributable to NCR by the weighted average number of shares outstanding during the reported period. The calculation of diluted earnings per share is similar to basic earnings per share, except that the weighted average number of shares outstanding includes the dilution from potential shares added from unvested restricted stock awards and stock options. The holders of unvested restricted stock awards do not have nonforfeitable rights to dividends or dividend equivalents and therefore, such unvested awards do not qualify as participating securities. For the three and six months ended June 30, 2015, due to the net loss attributable to NCR common stockholders, potential common shares that would cause dilution, such as restricted stock awards and stock options, have been excluded from the diluted share count because their effect would have been anti-dilutive. For the three and six months ended June 30, 2015, the fully diluted shares would have been 172.0 million and 171.8 million shares. During the three and six months ended June 30, 2014, there were no anti-dilutive options.

The components of basic and diluted earnings per share are as follows:
In millions, except per share amounts
Three months ended June 30
 
Six months ended June 30
2015
 
2014
 
2015
 
2014
Amounts attributable to NCR common stockholders:
 
 
 
 
 
 
 
(Loss) income from continuing operations
$
(344
)
 
$
90

 
$
(304
)
 
$
143

Income from discontinued operations, net of tax
—

 
—

 
—

 
—

Net (loss) income applicable to common shares
$
(344
)
 
$
90

 
$
(304
)
 
$
143

Weighted average outstanding shares of common stock
169.6

 
167.9

 
169.3

 
167.5

Dilutive effect of restricted stock and employee stock options
—

 
3.0

 
—

 
3.5

Weighted average outstanding shares of common stock - diluted
169.6

 
170.9

 
169.3
 
171.0
Earnings per share attributable to NCR common stockholders:
 
 
 
 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
From continuing operations
$
(2.03
)
 
$
0.54

 
$
(1.80
)
 
$
0.85

From discontinued operations
—

 
—

 
—

 
—

Net earnings per share (Basic)
$
(2.03
)
 
$
0.54

 
$
(1.80
)
 
$
0.85

Diluted earnings per share:
 
 
 
 
 
 
 
From continuing operations
$
(2.03
)
 
$
0.53

 
(1.80
)
 
$
0.84

From discontinued operations
—

 
—

 
—

 
—

Net earnings per share (Diluted)
$
(2.03
)
 
$
0.53

 
$
(1.80
)
 
$
0.84


11. DERIVATIVES AND HEDGING INSTRUMENTS

NCR is exposed to risks associated with changes in foreign currency exchange rates and interest rates. NCR utilizes a variety of measures to monitor and manage these risks, including the use of derivative financial instruments. NCR has exposure to approximately 50 functional currencies. Since a substantial portion of our operations and revenue occur outside the U.S., and in currencies other than the U.S. Dollar, our results can be significantly impacted, both positively and negatively, by changes in foreign currency exchange rates.

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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Foreign Currency Exchange Risk

The accounting guidance for derivatives and hedging requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets. The Company designates foreign exchange contracts as cash flow hedges of forecasted transactions when they are determined to be highly effective at inception.

Our risk management strategy includes hedging, on behalf of certain subsidiaries, a portion of our forecasted, non-functional currency denominated cash flows for a period of up to 15 months. As a result, some of the impact of currency fluctuations on non-functional currency denominated transactions (and hence on subsidiary operating income, as stated in the functional currency), is mitigated in the near term. The amount we hedge and the duration of hedge contracts may vary significantly. In the longer term (greater than 15 months), the subsidiaries are still subject to the effect of translating the functional currency results to U.S. Dollars. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange forward and option contracts. This is primarily done through the hedging of foreign currency denominated inter-company inventory purchases by NCR’s marketing units and the foreign currency denominated inputs to our manufacturing units. The related foreign exchange contracts are designated as highly effective cash flow hedges. The gains or losses on these hedges are deferred in accumulated other comprehensive income (AOCI) and reclassified to income when the underlying hedged transaction is recorded in earnings. As of June 30, 2015, the balance in AOCI related to foreign exchange derivative transactions was a gain of $3 million, net of tax. The gains or losses from derivative contracts related to inventory purchases are recorded in cost of products when the inventory is sold to an unrelated third party.

We also utilize foreign exchange contracts to hedge our exposure of assets and liabilities denominated in non-functional currencies. We recognize the gains and losses on these types of hedges in earnings as exchange rates change. We do not enter into hedges for speculative purposes.

Interest Rate Risk

The Company is party to an interest rate swap agreement that fixes the interest rate on a portion of the Company's LIBOR indexed floating rate borrowings under its Senior Secured Credit Facility through August 22, 2016. The notional amount of the interest rate swap as of June 30, 2015 was $434 million and amortizes to $341 million over the term. The Company designates the interest rate swap as a cash flow hedge of forecasted quarterly interest payments made on three-month LIBOR indexed borrowings under the Senior Secured Credit Facility. The interest rate swap was determined to be highly effective at inception.

Our risk management strategy includes hedging a portion of our forecasted interest payments. These transactions are forecasted and the related interest rate swap agreement is designated as a highly effective cash flow hedge. The gains or losses on this hedge are deferred in AOCI and reclassified to income when the underlying hedged transaction is recorded in earnings. As of June 30, 2015, the balance in AOCI related to the interest rate swap agreement was a loss of $2 million, net of tax.

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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The following tables provide information on the location and amounts of derivative fair values in the Condensed Consolidated Balance Sheets:
 
Fair Values of Derivative Instruments
 
June 30, 2015
In millions
Balance Sheet
Location
 
Notional
Amount
 
Fair
Value
 
Balance Sheet
Location
 
Notional
Amount
 
Fair
Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
Other current assets
 
$—
 
$—
 
Other current liabilities and other liabilities (1)
 
$434
 
$5
Foreign exchange contracts
Other current assets
 
119
 
5
 
Other current liabilities
 
34
 
1
Total derivatives designated as hedging instruments
 
 
 
 
$5
 
 
 
 
 
$6
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
Other current assets
 
$105
 
$—
 
Other current liabilities
 
$217
 
$—
Total derivatives not designated as hedging instruments
 
 
 
 
—
 
 
 
 
 
—
Total derivatives
 
 
 
 
$5
 
 
 
 
 
$6
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Values of Derivative Instruments
 
December 31, 2014
In millions
Balance Sheet
Location
 
Notional
Amount
 
Fair
Value
 
Balance Sheet
Location
 
Notional
Amount
 
Fair
Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
Other current assets
 
$—
 
$—
 
Other current liabilities and other liabilities (1)
 
$462
 
$6
Total derivatives designated as hedging instruments
 
 
 
 
$—
 
 
 
 
 
$6
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
Other current assets
 
$186
 
$1
 
Other current liabilities
 
$330
 
$5
Total derivatives not designated as hedging instruments
 
 
 
 
1
 
 
 
 
 
5
Total derivatives
 
 
 
 
$1
 
 
 
 
 
$11

(1) As of June 30, 2015, approximately $4 million was recorded in other current liabilities and $1 million was recorded in other liabilities related to the interest rate swap. As of December 31, 2014 approximately $4 million was recorded in other current liabilities and $2 million, was recorded in other liabilities related to the interest rate swap.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The effects of derivative instruments on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2015 and 2014 were as follows:
In millions
Amount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on Derivative
(Effective Portion)
 
 
 
Amount of Gain (Loss) Reclassified from AOCI into the Condensed Consolidated Statement of Operations
(Effective Portion)
 
 
 
Amount of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Derivatives in Cash Flow Hedging Relationships
For the three months ended June 30, 2015
 
For the three months ended June 30, 2014
 
Location of Gain (Loss) Reclassified from AOCI into the Condensed Consolidated Statement of Operations (Effective Portion)
 
For the three months ended June 30, 2015
 
For the three months ended June 30, 2014
 
Location of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
For the three months ended June 30, 2015
 
For the three months ended June 30, 2014
Interest rate swap
$—
 
$(1)
 
Interest expense
 
$(1)
 
$(2)
 
Interest expense
 
$—
 
$—
Foreign exchange contracts
$(2)
 
$—
 
Cost of products
 
$2
 
$—
 
Other (expense) income, net
 
$—
 
$—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In millions
Amount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on Derivative
(Effective Portion)
 
 
 
Amount of Gain (Loss) Reclassified from AOCI into the Condensed Consolidated Statement of Operations
(Effective Portion)
 
 
 
Amount of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Derivatives in Cash Flow Hedging Relationships
For the six months ended June 30, 2015
 
For the six months ended June 30, 2014
 
Location of Gain (Loss) Reclassified from AOCI into the Condensed Consolidated Statement of Operations (Effective Portion)
 
For the six months ended June 30, 2015
 
For the six months ended June 30, 2014
 
Location of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
For the six months ended June 30, 2015
 
For the six months ended June 30, 2014
Interest rate swap
$(1)
 
$(2)
 
Interest expense
 
$(2)
 
$(3)
 
Interest expense
 
$—
 
$—
Foreign exchange contracts
$8
 
$—
 
Cost of products
 
$4
 
$—
 
Other (expense), net
 
$—
 
$—

In millions
 
 
Amount of Gain (Loss) Recognized in the
Condensed Consolidated Statement of Operations
Derivatives not Designated as Hedging Instruments
Location of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations
 
For the three months ended June 30, 2015
 
For the three months ended June 30, 2014
 
For the six months ended June 30, 2015
 
For the six months ended June 30, 2014
Foreign exchange contracts
Other (expense) income, net
 
$—
 
$(3)
 
$(1)
 
$(6)
Concentration of Credit Risk
NCR is potentially subject to concentrations of credit risk on accounts receivable and financial instruments such as hedging instruments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the Condensed Consolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions (as counterparties to hedging transactions) and monitoring procedures. NCR’s business often involves large transactions with customers, and if one or more of those customers were to default on its obligations under applicable contractual arrangements, the Company could be exposed to potentially significant losses. However, management believes that the reserves for potential losses are adequate. As of June 30, 2015, NCR did not have any major concentration of credit risk related to financial instruments.



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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

12. FAIR VALUE OF ASSETS AND LIABILITIES
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities recorded at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 are set forth as follows:
  
 
 
Fair Value Measurements at June 30, 2015 Using
In millions
June 30, 2015
 
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)
$
32

 
$
32

 
$
—

 
$
—

Foreign exchange contracts (2)
5

 
—

 
5

 
—

Total
$
37

 
$
32

 
$
5

 
$
—

Liabilities:
 
 
 
 
 
 
 
Interest rate swap (3)
$
5

 
$
—

 
$
5

 
$
—

Foreign exchange contracts (3)
1

 
—

 
1

 
—

Total
$
6

 
$
—

 
$
6

 
$
—


 
 
 
Fair Value Measurements at December 31, 2014 Using
In millions
December 31, 2014
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Deposits held in money market mutual funds (1)
$
82

 
$
82

 
$
—

 
$
—

Foreign exchange contracts (2)
1

 
—

 
1

 
—

Total
$
83

 
$
82

 
$
1

 
$
—

Liabilities:
 
 
 
 
 
 
 
Interest rate swap (3)
$
6

 
$
—

 
$
6

 
$
—

Foreign exchange contracts (3)
5

 
—

 
5

 
—

Total
$
11

 
$
—

 
$
11

 
$
—

_____________
(1)    Included in Cash and cash equivalents in the Condensed Consolidated Balance Sheet.
(2)    Included in Other current assets in the Condensed Consolidated Balance Sheet.
(3)    Included in Other current liabilities and Other liabilities in the Condensed Consolidated Balance Sheet.
Deposits Held in Money Market Mutual Funds A portion of the Company’s excess cash is held in money market mutual funds which generate interest income based on prevailing market rates. Money market mutual fund holdings are measured at fair value using quoted market prices and are classified within Level 1 of the valuation hierarchy.

Interest Rate Swap As a result of our Senior Secured Credit Facility, we are exposed to risk from changes in LIBOR, which may adversely affect our financial condition. To manage our exposure and mitigate the impact of changes in LIBOR on our financial results, we hedge a portion of our forecasted interest payments through the use of an interest rate swap agreement. The interest rate swap is valued using the income approach inclusive of nonperformance and counterparty risk considerations and is classified within Level 2 of the valuation hierarchy.

Foreign Exchange Contracts As a result of our global operating activities, we are exposed to risks from changes in foreign currency exchange rates, which may adversely affect our financial condition. To manage our exposures and mitigate the impact of currency fluctuations on our financial results, we hedge our primary transactional exposures through the use of foreign exchange forward and option contracts. The foreign exchange contracts are valued using the market approach based on observable market transactions of forward rates and are classified within Level 2 of the valuation hierarchy.


25
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Assets Measured at Fair Value on a Non-recurring Basis

From time to time, certain assets are measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). NCR reviews the carrying values of investments when events and circumstances warrant and considers all available evidence in evaluating when declines in fair value are other-than-temporary declines. Other than the impairment charge described in Note 2, "Restructuring Plan," no impairment charges or material non-recurring fair value adjustments were recorded during the three and six months ended June 30, 2015 and 2014.

13. SEGMENT INFORMATION AND CONCENTRATIONS
The Company manages and reports its businesses in the following four segments:

•
Financial Services - We offer solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM and payment processing hardware and software; cash management and video banking software and customer-facing digital banking services; and related installation, maintenance, and managed and professional services. We also offer a complete line of printer consumables.
•
Retail Solutions - We offer solutions to customers in the retail industry designed to improve selling productivity and checkout processes as well as increase service levels. These solutions primarily include retail-oriented technologies, such as point of sale terminals and point of sale software; an omni-channel retail software platform with a comprehensive suite of retail software applications; innovative self-service kiosks, such as self-checkout; as well as bar-code scanners. We also offer installation, maintenance, managed and professional services and a complete line of printer consumables.
•
Hospitality - We offer technology solutions to customers in the hospitality industry, serving businesses that range from a single store or restaurant to global chains and sports and entertainment venues. Our solutions include point of sale hardware and software solutions, installation, maintenance, managed and professional services and a complete line of printer consumables.
•
Emerging Industries - We offer maintenance as well as managed and professional services for third-party computer hardware provided to select manufacturers, primarily in the telecommunications industry, who value and leverage our global service capability. Also included in our Emerging Industries segment are solutions designed to enhance the customer experience for the travel industry, such as self-service kiosks, and the small business industry, such as an all-in-one point of sale solution. Additionally, we offer installation, maintenance, and managed and professional services.

These segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief operating decision maker in assessing segment performance and in allocating the Company's resources. Management evaluates the performance of the segments based on revenue and segment operating income. Assets are not allocated to segments, and thus are not included in the assessment of segment performance, and consequently, we do not disclose total assets by reportable segment.
The accounting policies used to determine the results of the operating segments are the same as those utilized for the condensed consolidated financial statements as a whole. Intersegment sales and transfers are not material.
In recognition of the volatility of the effects of pension expense on our segment results, and to maintain operating focus on business performance, pension expense, as well as other significant, non-recurring items, are excluded from the segment operating results utilized by our chief operating decision maker in evaluating segment performance and are separately delineated to reconcile back to total reported income from operations.
 

26
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The following table presents revenue and operating income by segment:
In millions
Three months ended June 30
 
Six months ended June 30
2015
 
2014
 
2015
 
2014
Revenue by segment
 
 
 
 
 
 
 
Financial Services
$
840

 
$
900

 
$
1,638

 
$
1,694

Retail Solutions
505

 
503

 
950

 
993

Hospitality
172

 
170

 
320

 
319

Emerging Industries
87

 
85

 
172

 
170

Consolidated revenue
1,604

 
1,658

 
3,080

 
3,176

Operating income by segment
 
 
 
 
 
 
 
Financial Services
123

 
137

 
228

 
240

Retail Solutions
42

 
48

 
58

 
84

Hospitality
27

 
23

 
45

 
35

Emerging Industries
10

 
2

 
17

 
6

Subtotal - segment operating income
202

 
210

 
348

 
365

Pension expense
426

 
2

 
426

 
1

Other adjustments(1)
42

 
39

 
93

 
87

Income from operations
$
(266
)
 
$
169

 
$
(171
)
 
$
277


(1) 
The following table presents the other adjustments for NCR:
In millions
Three months ended June 30
 
Six months ended June 30
2015
 
2014
 
2015
 
2014
Restructuring plan
$
8

 
$
—

 
$
24

 
$
—

Acquisition-related amortization of intangible assets
31

 
30

 
63

 
60

Acquisition-related costs
3

 
6

 
5

 
20

Acquisition-related purchase price adjustments
—

 
2

 
—

 
5

OFAC and FCPA investigations
—

 
1

 
1

 
2

Total other adjustments
$
42

 
$
39

 
$
93

 
$
87


The following table presents revenue from products and services for NCR:
In millions
Three months ended June 30
 
Six months ended June 30
2015
 
2014
 
2015
 
2014
Product revenue
$
703

 
$
722

 
$
1,307

 
$
1,356

Professional services, installation services and cloud revenue
421

 
431

 
821

 
814

Total solution revenue
1,124

 
1,153

 
2,128

 
2,170

Support services revenue
480

 
505

 
952

 
1,006

Total revenue
$
1,604

 
$
1,658

 
$
3,080

 
$
3,176

 


27
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)

Changes in AOCI by Component
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, 2014
$
(125
)
$
(8
)
$
(3
)
$
(136
)
Other comprehensive (loss) income before reclassifications
1

—

6

7

Amounts reclassified from AOCI
—

(6
)
(2
)
(8
)
Net current period other comprehensive (loss) income
1

(6
)
4

(1
)
Balance as of June 30, 2015
$
(124
)
$
(14
)
$
1

$
(137
)

Reclassifications Out of AOCI
 
 
For the three months ended June 30, 2015
 
Employee Benefit Plans
 
 
 
In millions
Actuarial Losses Recognized
Amortization of Prior Service Benefit
Effective Cash Flow Hedges
 
Total
Affected line in Condensed Consolidated Statement of Operations:
 
 
 
 
 
 
Cost of products
$
—

$
—

$
(2
)
 
$
(2
)
 
Cost of services
—

(2
)
—

 
(2
)
 
Selling, general and administrative expenses
—

(3
)
—

 
(3
)
 
Interest expense
—

—

1

 
1

 
Total before tax
$
—

$
(5
)
$
(1
)
 
$
(6
)
 
Tax expense
 
 
 
 
2

 
Total reclassifications, net of tax
 
 
 
 
$
(4
)
 
 
For the three months ended June 30, 2014
 
Employee Benefit Plans
 
 
 
In millions
Actuarial Losses Recognized
Amortization of Prior Service Benefit
Effective Cash Flow Hedges
 
Total
Affected line in Condensed Consolidated Statement of Operations:
 
 
 
 
 
 
Cost of services
$
—

$
(3
)
$
—

 
$
(3
)
 
Selling, general and administrative expenses
—

(2
)
—

 
(2
)
 
Interest expense
—

—

2

 
2

 
Total before tax
$
—

$
(5
)
$
2

 
$
(3
)
 
Tax expense
 
 
 
 
1

 
Total reclassifications, net of tax
 
 
 
 
$
(2
)

28
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

 
 
For the six months ended June 30, 2015
 
Employee Benefit Plans
 
 
 
In millions
Actuarial Losses Recognized
Amortization of Prior Service Benefit
Effective Cash Flow Hedges
 
Total
Affected line in Condensed Consolidated Statement of Operations:
 
 
 
 
 
 
Cost of products
$
—

$
—

$
(4
)
 
$
(4
)
 
Cost of services
1

(5
)
—

 
(4
)
 
Selling, general and administrative expenses
—

(5
)
—

 
(5
)
 
Research and development expenses
—

(1
)
—

 
(1
)
 
Interest expense
—

—

2

 
2

 
Total before tax
$
1

$
(11
)
$
(2
)
 
$
(12
)
 
Tax expense
 
 
 
 
4

 
Total reclassifications, net of tax
 
 
 
 
$
(8
)
 
 
For the six months ended June 30, 2014
 
Employee Benefit Plans
 
 
 
In millions
Actuarial Losses Recognized
Amortization of Prior Service Benefit
Effective Cash Flow Hedges
 
Total
Affected line in Condensed Consolidated Statement of Operations:
 
 
 
 
 
 
Cost of services
$
1

$
(6
)
$
—

 
$
(5
)
 
Selling, general and administrative expenses
—

(4
)
—

 
(4
)
 
Research and development expenses
—

(1
)
—

 
(1
)
 
Interest expense
—

—

3

 
3

 
Total before tax
$
1

$
(11
)
$
3

 
$
(7
)
 
Tax expense
 
 
 
 
3

 
Total reclassifications, net of tax
 
 
 
 
$
(4
)

15. CONDENSED CONSOLIDATING SUPPLEMENTAL GUARANTOR INFORMATION

The Company's 5.00% Notes, 4.625% Notes, 5.875% Notes and 6.375% Notes are guaranteed by the Company's subsidiary, NCR International, Inc. (Guarantor Subsidiary), which is 100% owned by the Company and has guaranteed fully and unconditionally the obligations to pay principal and interest for these senior unsecured notes. The guarantees are subject to release under certain circumstances as described below:

•
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.
 
Refer to Note 5, "Debt Obligations," for additional information.

In connection with the previously completed registered exchange offers for the 5.00% Notes, 4.625% Notes, 5.875% Notes and 6.375% Notes, the Company is required to comply with Rule 3-10 of SEC Regulation S-X (Rule 3-10), and has therefore included the accompanying Condensed Consolidating Financial Statements in accordance with Rule 3-10(f) of SEC Regulation S-X.


29
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The following supplemental information sets forth, on a consolidating basis, the condensed statements of operations and comprehensive income (loss), the condensed balance sheets and the condensed statements of cash flows for the parent issuer of these senior unsecured notes, for the Guarantor Subsidiary and for the Company and all of its consolidated subsidiaries (amounts in millions):

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
For the three months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
(in millions)
Parent Issuer
 
Guarantor Subsidiary
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Product revenue
$
297

 
$
27

 
$
495

 
$
(116
)
 
$
703

Service revenue
327

 
8

 
566

 
—

 
901

Total revenue
624

 
35

 
1,061

 
(116
)
 
1,604

Cost of products
233

 
9

 
418

 
(116
)
 
544

Cost of services
236

 
3

 
675

 
—

 
914

Selling, general and administrative expenses
110

 
1

 
228

 
—

 
339

Research and development expenses
19

 
—

 
48

 
—

 
67

Restructuring-related charges
2

 
—

 
4

 
—

 
6

Total operating expenses
600

 
13

 
1,373

 
(116
)
 
1,870

Income (loss) from operations
24

 
22

 
(312
)
 
—

 
(266
)
Interest expense
(44
)
 
—

 
(20
)
 
19

 
(45
)
Other (expense) income, net
13

 
2

 
4

 
(19
)
 
—

Income (loss) from continuing operations before income taxes
(7
)
 
24

 
(328
)
 
—

 
(311
)
Income tax expense (benefit)
(2
)
 
11

 
23

 
—

 
32

Income (loss) from continuing operations before earnings in subsidiaries
(5
)
 
13

 
(351
)
 
—

 
(343
)
Equity in earnings of consolidated subsidiaries
(339
)
 
(359
)
 
—

 
698

 
—

Income (loss) from continuing operations
(344
)
 
(346
)
 
(351
)
 
698

 
(343
)
Income (loss) from discontinued operations, net of tax
—

 
—

 
—

 
—

 
—

Net income (loss)
$
(344
)
 
$
(346
)
 
$
(351
)
 
$
698

 
$
(343
)
Net income (loss) attributable to noncontrolling interests
—

 
—

 
1

 
—

 
1

Net income (loss) attributable to NCR
$
(344
)
 
$
(346
)
 
$
(352
)
 
$
698

 
$
(344
)
Total comprehensive income (loss)
(323
)
 
(274
)
 
(327
)
 
602

 
(322
)
Less comprehensive income (loss) attributable to noncontrolling interests
—

 
—

 
1

 
—

 
1

Comprehensive income (loss) attributable to NCR common stockholders
$
(323
)
 
$
(274
)
 
$
(328
)
 
$
602

 
$
(323
)

30
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
For the three months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
(in millions)
Parent Issuer
 
Guarantor Subsidiary
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Product revenue
$
245

 
$
32

 
$
485

 
$
(40
)
 
$
722

Service revenue
322

 
7

 
607

 
—

 
936

Total revenue
567

 
39

 
1,092

 
(40
)
 
1,658

Cost of products
200

 
12

 
359

 
(40
)
 
531

Cost of services
239

 
3

 
405

 
—

 
647

Selling, general and administrative expenses
127

 
(1
)
 
121

 
—

 
247

Research and development expenses
34

 
—

 
30

 
—

 
64

Total operating expenses
600

 
14

 
915

 
(40
)
 
1,489

Income (loss) from operations
(33
)
 
25

 
177

 
—

 
169

Interest expense
(44
)
 
—

 
(20
)
 
18

 
(46
)
Other (expense) income, net
12

 
(1
)
 
4

 
(18
)
 
(3
)
Income (loss) from continuing operations before income taxes
(65
)
 
24

 
161

 
—

 
120

Income tax expense (benefit)
(23
)
 
13

 
39

 
—

 
29

Income (loss) from continuing operations before earnings in subsidiaries
(42
)
 
11

 
122

 
—

 
91

Equity in earnings of consolidated subsidiaries
132

 
121

 
—

 
(253
)
 
—

Income (loss) from continuing operations
90

 
132

 
122

 
(253
)
 
91

Income (loss) from discontinued operations, net of tax
—

 
—

 
—

 
—

 
—

Net income (loss)
$
90

 
$
132

 
$
122

 
$
(253
)
 
$
91

Net income (loss) attributable to noncontrolling interests
—

 
—

 
1

 
—

 
1

Net income (loss) attributable to NCR
$
90

 
$
132

 
$
121

 
$
(253
)
 
$
90

Total comprehensive income (loss)
109

 
143

 
143

 
(284
)
 
111

Less comprehensive income (loss) attributable to noncontrolling interests
—

 
—

 
2

 
—

 
2

Comprehensive income (loss) attributable to NCR common stockholders
$
109

 
$
143

 
$
141

 
$
(284
)
 
$
109




31
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
For the six months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
(in millions)
Parent Issuer
 
Guarantor Subsidiary
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Product revenue
$
547

 
$
46

 
$
919

 
$
(205
)
 
$
1,307

Service revenue
628

 
15

 
1,130

 
—

 
1,773

Total revenue
1,175

 
61

 
2,049

 
(205
)
 
3,080

Cost of products
438

 
19

 
775

 
(205
)
 
1,027

Cost of services
457

 
5

 
1,055

 
—

 
1,517

Selling, general and administrative expenses
216

 
3

 
345

 
—

 
564

Research and development expenses
38

 
—

 
84

 
—

 
122

Restructuring-related charges
5

 
—

 
16

 
—

 
21

Total operating expenses
1,154

 
27

 
2,275

 
(205
)
 
3,251

Income (loss) from operations
21

 
34

 
(226
)
 
—

 
(171
)
Interest expense
(87
)
 
—

 
(39
)
 
37

 
(89
)
Other (expense) income, net
21

 
2

 
7

 
(37
)
 
(7
)
Income (loss) from continuing operations before income taxes
(45
)
 
36

 
(258
)
 
—

 
(267
)
Income tax expense (benefit)
(6
)
 
16

 
24

 
—

 
34

Income (loss) from continuing operations before earnings in subsidiaries
(39
)
 
20

 
(282
)
 
—

 
(301
)
Equity in earnings of consolidated subsidiaries
(265
)
 
(303
)
 
—

 
568

 
—

Income (loss) from continuing operations
(304
)
 
(283
)
 
(282
)
 
568

 
(301
)
Income (loss) from discontinued operations, net of tax
—

 
—

 
—

 
—

 
—

Net income (loss)
$
(304
)
 
$
(283
)
 
$
(282
)
 
$
568

 
$
(301
)
Net income (loss) attributable to noncontrolling interests
—

 
—

 
3

 
—

 
3

Net income (loss) attributable to NCR
$
(304
)
 
$
(283
)
 
$
(285
)
 
$
568

 
$
(304
)
Total comprehensive income (loss)
(305
)
 
(246
)
 
(294
)
 
540

 
(305
)
Less comprehensive income (loss) attributable to noncontrolling interests
—

 
—

 
—

 
—

 
—

Comprehensive income (loss) attributable to NCR common stockholders
$
(305
)
 
$
(246
)
 
$
(294
)
 
$
540

 
$
(305
)

32
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
For the six months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
(in millions)
Parent Issuer
 
Guarantor Subsidiary
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Product revenue
$
485

 
$
49

 
$
916

 
$
(94
)
 
$
1,356

Service revenue
629

 
14

 
1,177

 
—

 
1,820

Total revenue
1,114

 
63

 
2,093

 
(94
)
 
3,176

Cost of products
383

 
17

 
701

 
(94
)
 
1,007

Cost of services
471

 
6

 
796

 
—

 
1,273

Selling, general and administrative expenses
258

 
—

 
234

 
—

 
492

Research and development expenses
51

 
—

 
76

 
—

 
127

Total operating expenses
1,163

 
23

 
1,807

 
(94
)
 
2,899

Income (loss) from operations
(49
)
 
40

 
286

 
—

 
277

Interest expense
(87
)
 
—

 
(37
)
 
35

 
(89
)
Other (expense) income, net
24

 
(3
)
 
4

 
(35
)
 
(10
)
Income (loss) from continuing operations before income taxes
(112
)
 
37

 
253

 
—

 
178

Income tax expense (benefit)
(40
)
 
20

 
53

 
—

 
33

Income (loss) from continuing operations before earnings in subsidiaries
(72
)
 
17

 
200

 
—

 
145

Equity in earnings of consolidated subsidiaries
215

 
184

 
—

 
(399
)
 
—

Income (loss) from continuing operations
143

 
201

 
200

 
(399
)
 
145

Income (loss) from discontinued operations, net of tax
—

 
—

 
—

 
—

 
—

Net income (loss)
$
143

 
$
201

 
$
200

 
$
(399
)
 
$
145

Net income (loss) attributable to noncontrolling interests
—

 
—

 
2

 
—

 
2

Net income (loss) attributable to NCR
$
143

 
$
201

 
$
198

 
$
(399
)
 
$
143

Total comprehensive income (loss)
167

 
215

 
221

 
(434
)
 
169

Less comprehensive income (loss) attributable to noncontrolling interests
—

 
—

 
2

 
—

 
2

Comprehensive income (loss) attributable to NCR common stockholders
$
167

 
$
215

 
$
219

 
$
(434
)
 
$
167




33
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Condensed Consolidating Balance Sheet
June 30, 2015
 
 
 
 
 
 
 
 
 
 
(in millions)
Parent Issuer
 
Guarantor Subsidiary
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
20

 
$
14

 
$
391

 
$
—

 
$
425

Accounts receivable, net
73

 
32

 
1,320

 
—

 
1,425

Inventories
255

 
10

 
444

 
—

 
709

Due from affiliates
1,055

 
1,286

 
330

 
(2,671
)
 
—

Other current assets
219

 
31

 
278

 
(47
)
 
481

Total current assets
1,622

 
1,373

 
2,763

 
(2,718
)
 
3,040

Property, plant and equipment, net
152

 
1

 
195

 
—

 
348

Goodwill
876

 
—

 
1,882

 
—

 
2,758

Intangibles, net
179

 
—

 
684

 
—

 
863

Prepaid pension cost
—

 
—

 
137

 
—

 
137

Deferred income taxes
388

 
130

 
42

 
(185
)
 
375

Investments in subsidiaries
3,259

 
1,491

 
—

 
(4,750
)
 
—

Due from affiliates
1,091

 
21

 
39

 
(1,151
)
 
—

Other assets
388

 
53

 
104

 
—

 
545

Total assets
$
7,955

 
$
3,069

 
$
5,846

 
$
(8,804
)
 
$
8,066

 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Short-term borrowings
$
41

 
$
—

 
$
18

 
$
—

 
$
59

Accounts payable
275

 
—

 
420

 
—

 
695

Payroll and benefits liabilities
80

 
1

 
97

 
—

 
178

Deferred service revenue and customer deposits
208

 
32

 
327

 
—

 
567

Due to affiliates
1,660

 
136

 
875

 
(2,671
)
 
—

Other current liabilities
221

 
5

 
232

 
(47
)
 
411

Total current liabilities
2,485

 
174

 
1,969

 
(2,718
)
 
1,910

Long-term debt
3,402

 
—

 
13

 
—

 
3,415

Pension and indemnity plan liabilities
400

 
—

 
286

 
—

 
686

Postretirement and postemployment benefits liabilities
23

 
—

 
154

 
—

 
177

Income tax accruals
3

 
11

 
167

 
—

 
181

Due to affiliates
17

 
39

 
1,095

 
(1,151
)
 
—

Other liabilities
31

 
—

 
237

 
(185
)
 
83

Total liabilities
6,361

 
224

 
3,921

 
(4,054
)
 
6,452

Redeemable noncontrolling interest
—

 
—

 
16

 
—

 
16

Stockholders’ equity


 


 


 


 


Total NCR stockholders’ equity
1,594

 
2,845

 
1,905

 
(4,750
)
 
1,594

Noncontrolling interests in subsidiaries
—

 
—

 
4

 
—

 
4

Total stockholders’ equity
1,594

 
2,845

 
1,909

 
(4,750
)
 
1,598

Total liabilities and stockholders’ equity
$
7,955

 
$
3,069

 
$
5,846

 
$
(8,804
)
 
$
8,066


34
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Condensed Consolidating Balance Sheet
December 31, 2014
 
 
 
 
 
 
 
 
 
 
(in millions)
Parent Issuer
 
Guarantor Subsidiary
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
40

 
$
9

 
462

 
$
—

 
$
511

Accounts receivable, net
69

 
19

 
1,316

 
—

 
1,404

Inventories
242

 
6

 
421

 
—

 
669

Due from affiliates
626

 
1,228

 
476

 
(2,330
)
 
—

Other current assets
294

 
28

 
280

 
(98
)
 
504

Total current assets
1,271

 
1,290

 
2,955

 
(2,428
)
 
3,088

Property, plant and equipment, net
161

 
1

 
234

 
—

 
396

Goodwill
878

 
—

 
1,882

 
—

 
2,760

Intangibles, net
196

 
—

 
730

 
—

 
926

Prepaid pension cost
—

 
—

 
551

 
—

 
551

Deferred income taxes
363

 
128

 
43

 
(185
)
 
349

Investments in subsidiaries
3,519

 
1,771

 
—

 
(5,290
)
 
—

Due from affiliates
1,127

 
20

 
41

 
(1,188
)
 
—

Other assets
375

 
49

 
113

 
—

 
537

Total assets
$
7,890

 
$
3,259

 
$
6,549

 
$
(9,091
)
 
$
8,607

 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Short-term borrowings
$
85

 
$
—

 
$
102

 
$
—

 
$
187

Accounts payable
248

 
—

 
464

 
—

 
712

Payroll and benefits liabilities
85

 
—

 
111

 
—

 
196

Deferred service revenue and customer deposits
149

 
21

 
324

 
—

 
494

Due to affiliates
1,318

 
124

 
888

 
(2,330
)
 
—

Other current liabilities
192

 
10

 
377

 
(98
)
 
481

Total current liabilities
2,077

 
155

 
2,266

 
(2,428
)
 
2,070

Long-term debt
3,454

 
—

 
18

 
—

 
3,472

Pension and indemnity plan liabilities
391

 
—

 
314

 
—

 
705

Postretirement and postemployment benefits liabilities
25

 
—

 
145

 
—

 
170

Income tax accruals
3

 
10

 
168

 
—

 
181

Due to affiliates
17

 
41

 
1,130

 
(1,188
)
 
—

Other liabilities
52

 
—

 
244

 
(185
)
 
111

Total liabilities
6,019

 
206

 
4,285

 
(3,801
)
 
6,709

Redeemable noncontrolling interest
—

 
—

 
15

 
—

 
15

Stockholders’ equity

 

 

 

 

Total NCR stockholders’ equity
1,871

 
3,053

 
2,237

 
(5,290
)
 
1,871

Noncontrolling interests in subsidiaries
—

 
—

 
12

 
—

 
12

Total stockholders’ equity
1,871

 
3,053

 
2,249

 
(5,290
)
 
1,883

Total liabilities and stockholders’ equity
$
7,890

 
$
3,259

 
$
6,549

 
$
(9,091
)
 
$
8,607



35
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Condensed Consolidating Statement of Cash Flows
For the six months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
(in millions)
Parent Issuer
 
Guarantor Subsidiary
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided by (used in) operating activities
$
61

 
$
(75
)
 
$
301

 
$
(41
)
 
$
246

Investing activities
 
 
 
 
 
 
 
 
 
Expenditures for property, plant and equipment
(9
)
 
—

 
(22
)
 
—

 
(31
)
Additions to capitalized software
(48
)
 
—

 
(31
)
 
—

 
(79
)
Proceeds from (payments of) intercompany notes
96

 
80

 
—

 
(176
)
 
—

Investments in equity affiliates
(1
)
 
—

 
—

 
1

 
—

Other investing activities, net
(7
)
 
—

 
4

 
—

 
(3
)
Net cash provided by (used in) investing activities
31

 
80

 
(49
)
 
(175
)
 
(113
)
Financing activities
 
 
 
 
 
 
 
 
 
Tax withholding payments on behalf of employees
(10
)
 
—

 
—

 
—

 
(10
)
Short term borrowings, net
15

 
—

 
13

 
—

 
28

Payments on term credit facility
(111
)
 
—

 
(5
)
 
—

 
(116
)
Payments on revolving credit facilities
(223
)
 
—

 
(385
)
 
—

 
(608
)
Borrowings on revolving credit facilities
223

 
—

 
289

 
—

 
512

Proceeds from employee stock plans
11

 
—

 
—

 
—

 
11

Other financing activities
—

 
—

 
—

 
—

 
—

Equity contribution
—

 
—

 
1

 
(1
)
 
—

Dividend distribution to consolidated subsidiaries
—

 
—

 
(41
)
 
41

 
—

Borrowings (repayments) of intercompany notes
—

 
—

 
(176
)
 
176

 
—

Net cash provided by (used in) financing activities
(95
)
 
—

 
(304
)
 
216

 
(183
)
Cash flows from discontinued operations
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
(17
)
 
—

 
—

 
—

 
(17
)
Effect of exchange rate changes on cash and cash equivalents
—

 
—

 
(19
)
 
—

 
(19
)
Increase (decrease) in cash and cash equivalents
(20
)
 
5

 
(71
)
 
—

 
(86
)
Cash and cash equivalents at beginning of period
40

 
9

 
462

 
—

 
511

Cash and cash equivalents at end of period
$
20

 
$
14

 
$
391

 
$
—

 
$
425




36
Table of Contents
NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Condensed Consolidating Statement of Cash Flows
For the six months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
(in millions)
Parent Issuer
 
Guarantor Subsidiary
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided by (used in) operating activities
$
17

 
$
(46
)
 
$
169

 
$
(29
)
 
$
111

Investing activities
 
 
 
 
 
 
 
 
 
Expenditures for property, plant and equipment
(31
)
 
—

 
(35
)
 
—

 
(66
)
Additions to capitalized software
(43
)
 
—

 
(30
)
 
—

 
(73
)
Business acquisitions, net
(1,642
)
 
—

 
—

 
—

 
(1,642
)
Proceeds from (payments of) intercompany notes
40

 
50

 
—

 
(90
)
 
—

Changes in restricted cash
1,114

 
—

 
—

 
—

 
1,114

Investments in equity affiliates
(2
)
 
—

 
—

 
2

 
—

Other investing activities, net
(3
)
 
—

 
7

 
—

 
4

Net cash provided by (used in) investing activities
(567
)
 
50

 
(58
)
 
(88
)
 
(663
)
Financing activities
 
 
 
 
 
 
 
 
 
Tax withholding payments on behalf of employees
(24
)
 
—

 
—

 
—

 
(24
)
Short term borrowings, net
—

 
—

 
9

 
—

 
9

Payments on term credit facility
(3
)
 
—

 
—

 
—

 
(3
)
Borrowings on term credit facility
250

 
—

 
—

 
—

 
250

Payments on revolving credit facility
(255
)
 
—

 
—

 
—

 
(255
)
Borrowings on revolving credit facility
570

 
—

 
—

 
—

 
570

Debt issuance costs
(3
)
 
—

 
—

 
—

 
(3
)
Proceeds from employee stock plans
7

 
—

 
—

 
—

 
7

Other financing activities
—

 
—

 
(3
)
 
—

 
(3
)
Equity contribution
—

 
—

 
2

 
(2
)
 
—

Dividend distribution to consolidated subsidiaries
—

 
—

 
(29
)
 
29

 
—

Borrowings (repayments) of intercompany notes
—

 
—

 
(90
)
 
90

 
—

Net cash provided by (used in) financing activities
542

 
—

 
(111
)
 
117

 
548

Cash flows from discontinued operations
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
(38
)
 
—

 
—

 
—

 
(38
)
Effect of exchange rate changes on cash and cash equivalents
—

 
—

 
(3
)
 
—

 
(3
)
Increase (decrease) in cash and cash equivalents
(46
)
 
4

 
(3
)
 
—

 
(45
)
Cash and cash equivalents at beginning of period
75

 
11

 
442

 
—

 
528

Cash and cash equivalents at end of period
$
29

 
$
15

 
$
439

 
$
—

 
$
483



37
Table of Contents

Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
Overview
The following were the significant events for the second quarter of 2015, each of which is discussed more fully in later sections of this MD&A:
•
Results continued to be negatively impacted by foreign currency headwinds;
•
Revenue decreased approximately 3% from the prior year period, including unfavorable foreign currency impacts of approximately 7%; and
•
We completed the transfer of the UK London pension plan to an insurer, resulting in a charge of $427 million in the second quarter of 2015.

We have established a focused and consistent business strategy targeted at revenue growth, gross margin expansion, improved customer loyalty and employee engagement. To execute this strategy, in 2015 we remain focused on three key imperatives or initiatives that align with our financial objectives: deliver disruptive innovation; migrate our revenue to higher margin software and recurring services revenue; and develop a high performing sales force backed by leading services delivery that better leverages the innovation we are bringing to the market.

This strategy, which guided our efforts in the second quarter of 2015, is summarized in more detail below:
•
Gain profitable share - We have been working to shift our business model to focus on growth of higher margin software and services revenue by focusing our research and development efforts, changing and educating our sales force and executing transformative acquisitions in each of our core divisions. At the same time, we are continuing our effort to optimize our investments in demand creation to increase NCR’s market share in areas with the greatest potential for profitable growth, which include opportunities in self-service technologies with our core financial services, retail, and hospitality customers. We focus on expanding our presence in our core industries, while seeking additional growth by:
◦
penetrating market adjacencies in single and multi-channel self-service segments;
◦
expanding and strengthening our geographic presence and sales coverage across customer tiers through use of the indirect channel; and
◦
leveraging NCR Services and consumables solutions to grow our share of customer revenue, improve customer retention, and deliver increased value to our customers.
•
Enhancing the customer experience - We are committed to providing a customer experience to drive loyalty, focusing on product and software solutions based on the needs of our customers, a sales force enabled with the consultative selling model to better leverage the innovative solutions we are bringing to market, and sales and support service teams focused on delivery and customer interactions. We continue to rely on the Customer Loyalty Survey, among other metrics, to measure our current state and set a course for our future state where we aim to continuously improve with solution innovations as well as through the execution of our service delivery programs.
•
Enhance our global service capability - We continue to identify and execute various initiatives to enhance our global service capability. We also have focused on improving our service positioning, increasing customer service attach rates for our products and improving profitability in our services business. Our service capability can provide us with a competitive advantage in winning customers and it provides NCR with an attractive and stable revenue source.
•
Build the lowest cost structure in our industry - We strive to increase the efficiency and effectiveness of our core functions and the productivity of our employees through our continuous improvement initiatives. In 2014, we began a comprehensive restructuring plan to reallocate resources to higher-growth, higher-margin opportunities by proactively taking steps to end-of-life older commodity hardware product lines, moving lower productivity services to new centers of excellence, rationalizing our hardware and software product lines and reducing layers of management and organizing internally around a division model. We have continued to execute this plan in 2015, and expect it to contribute meaningful savings and gains in productivity and efficiency.
•
Expand into emerging growth industry segments - We are focused on broadening the scope of our self-service solutions from our existing customers to expand these solution offerings to customers in newer industry-vertical markets including telecommunications and technology as well as travel and small business. We expect to grow our business in these industries through integrated service offerings in addition to targeted acquisitions and strategic partnerships.

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Table of Contents

•
Innovation of our people - We are committed to solution innovation across all customer industries. Our focus on innovation has been enabled by closer collaboration between NCR Services and our divisions, and the movement of our software development resources directly into our core divisions. Innovation is also driven through investments in training and developing our employees by taking advantage of our world-class training centers. We expect that these steps and investments will accelerate the delivery of innovative solutions focused on the needs of our customers and changes in consumer behavior.
•
Pursue strategic acquisitions that promote growth and improve gross margin - We have actively explored, and will continue selectively to explore, potential acquisition opportunities in the ordinary course of business to identify acquisitions that can accelerate the growth of our business and improve our gross margin mix, with a particular focus on software-oriented transactions. We may fund acquisitions through either equity or debt, including borrowings under our senior secured credit facility.

We plan to continue to manage our costs effectively, including through our restructuring program, and balance our investments in areas that generate high returns. Potentially significant risks to the execution of our initiatives include continued strengthening of the U.S. dollar resulting in unfavorable foreign currency impacts, the global economic and credit environment (including Russia and China) and its effect on capital spending by our customers, market conditions and investment trends in the retail industry, competition that can drive further price erosion and potential loss of market share, difficulties associated with introduction of products in new self-service markets, market adoption of our products by customers, management and servicing of our existing indebtedness, and integration of previously completed acquisitions.

Results from Operations

Three and Six Months Ended June 30, 2015 Compared to Three and Six Months Ended June 30, 2014

The following table shows our results for the three and six months ended June 30:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015
 
2014
 
2015
 
2014
Revenue
$1,604
 
$1,658
 
$3,080
 
$3,176
Gross margin
$146
 
$480
 
$536
 
$896
Gross margin as a percentage of revenue
9.1%
 
29.0%
 
17.4%
 
28.2%
Operating expenses
 
 
 
 
 
 
 
      Selling, general and administrative expenses
$339
 
$247
 
$564
 
$492
      Research and development expenses
67
 
64
 
122
 
127
      Restructuring-related charges
6
 
—
 
21
 
—
(Loss) income from operations
$(266)
 
$169
 
$(171)
 
$277

The following table shows our revenue and gross margin from products and services for the three and six months ended June 30:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015
 
2014
 
2015
 
2014
Product revenue
$703
 
$722
 
$1,307
 
$1,356
Cost of products
544
 
531
 
1,027
 
1,007
Product gross margin
$159
 
$191
 
$280
 
$349
Product gross margin as a percentage of revenue
22.6%
 
26.5%
 
21.4%
 
25.7%
Services revenue
$901
 
$936
 
$1,773
 
$1,820
Cost of services
914
 
647
 
1,517
 
1,273
Services gross margin
$(13)
 
$289
 
$256
 
$547
Services gross margin as a percentage of revenue
(1.4)%
 
30.9%
 
14.4%
 
30.1%


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Table of Contents

The following table shows our revenue by theater for the three months ended June 30:
In millions
2015
% of Total
 
2014
% of Total
 
% Increase (Decrease)
% Increase (Decrease) Constant Currency
Americas
$878
55%
 
$834
50%
 
5%
7%
Europe
349
22%
 
408
25%
 
(14)%
2%
Asia Middle East Africa (AMEA)
377
23%
 
416
25%
 
(9)%
(1)%
Consolidated revenue
$1,604
100%
 
$1,658
100%
 
(3)%
4%

The following table shows our revenue by theater for the six months ended June 30:
In millions
2015
% of Total
 
2014
% of Total
 
% Increase (Decrease)
% Increase (Decrease) Constant Currency
Americas
$1,677
54%
 
$1,614
51%
 
4%
6%
Europe
677
22%
 
773
24%
 
(12)%
4%
Asia Middle East Africa (AMEA)
726
24%
 
789
25%
 
(8)%
(1)%
Consolidated revenue
$3,080
100%
 
$3,176
100%
 
(3)%
4%

Revenue

For the three months ended June 30, 2015 compared to the three months ended June 30, 2014, revenue decreased 3% primarily due to declines in our Financial Services operating segment. Foreign currency fluctuations unfavorably impacted the revenue comparison by 7%. Our product revenue decreased 3% and our services revenue decreased 4% year-over-year. The decrease in our product revenue was due to declines in the Financial Services operating segment in the Europe and AMEA theaters, declines in the Hospitality operating segment in the Americas theater and declines in the Emerging Industries operating segment in the AMEA theater, partially offset by growth in the Retail Solutions operating segment in the Americas and Europe theaters, and growth in the Financial Services and Emerging Industries operating segments in the Americas theater. The decrease in our services revenue was attributable to declines in our professional and installation services and maintenance services. Services revenue decreased due to declines in the Retail Solutions operating segment in all theaters, declines in the Financial Services operating segment in the Europe and AMEA theaters, and declines in the Emerging Industries operating segment in the AMEA theater, partially offset by growth in the Financial Services, Hospitality and Emerging Industries operating segments in the Americas theater.

For the six months ended June 30, 2015 compared to the six months ended June 30, 2014, revenue decreased 3% primarily due to declines in the Financial Services and Retail Solutions operating segments. Foreign currency fluctuations unfavorably impacted the revenue comparison by 7%. Our product revenue decreased 4% and services revenue decreased 3% year-over-year. The decrease in our product revenue was due to declines in the Financial Services and Retail Solutions operating segments in the Europe and AMEA theaters, declines in the Hospitality operating segment in the Americas theater, and declines in the Emerging Industries operating segment in the AMEA theater, partially offset by growth in the Financial Services, Retail Solutions and Emerging Industries operating segments in the Americas theater. The decrease in our services revenue was attributable to declines in our professional and installation services and maintenance services. Services revenue decreased due to declines in the Retail Solutions operating segment in all theaters, declines in the Financial Services operating segment in the Europe theater and declines in the Emerging Industries operating segment in the AMEA theater, partially offset by growth in the Financial Services, Hospitality and Emerging Industries operating segments in the Americas theater.

Gross Margin

Gross margin as a percentage of revenue in the three months ended June 30, 2015 was 9.1% compared to 29.0% in the three months ended June 30, 2014. Product gross margin in the three months ended June 30, 2015 was 22.6% compared to 26.5% in the three months ended June 30, 2014. Product gross margin in the three months ended June 30, 2015 was negatively impacted by $10 million in higher pension expense, or 1.4% as a percentage of product revenue. Excluding this item, product gross margin decreased primarily due to an unfavorable mix of revenue. Services gross margin in the three months ended June 30, 2015 was (1.4)% compared to 30.9% in the three months ended June 30, 2014. Services gross margin in the three months ended June 30, 2015 was negatively impacted by $293 million in higher pension expense, or 32.5% as a percentage of services revenue. Excluding this item, services gross margin increased primarily due to a favorable mix of revenue, including an increase in cloud revenue.

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Table of Contents


Gross margin as a percentage of revenue in the six months ended June 30, 2015 was 17.4% compared to 28.2% in the six months ended June 30, 2014. Product gross margin in the six months ended June 30, 2015 was 21.4% compared to 25.7% in the six months ended June 30, 2014. Product gross margin in the six months ended June 30, 2015 was negatively impacted by $10 million in higher pension expense, or 0.8% as a percentage of product revenue. Excluding this item, product gross margin decreased primarily due to an unfavorable mix of revenue. Services gross margin in the six months ended June 30, 2015 was 14.4% compared to 30.1% in the six months ended June 30, 2014. Services gross margin in the six months ended June 30, 2015 was negatively impacted by $294 million in higher pension expense, or 16.6% as a percentage of services revenue. Excluding this item, services gross margin increased primarily due to a favorable mix of revenue, including an increase in cloud revenue.

Effects of Pension, Postemployment, and Postretirement Benefit Plans

NCR's income from continuing operations for the three and six months ended June 30 was impacted by certain employee benefit plans as shown below:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015

2014
 
2015
 
2014
Pension expense
$426
 
$2
 
$426
 
$1
Postemployment expense
1
 
4
 
3
 
9
Postretirement benefit
(4)
 
(4)
 
(8)
 
(8)
Total expense
$423
 
$2
 
$421
 
$2

In the second quarter of 2015, the Company completed the transfer of its UK London pension plan to an insurer, resulting in a settlement loss of $427 million recognized in the three and six months ended June 30, 2015.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $339 million, or 21.1% as a percentage of revenue, in the three months ended June 30, 2015 as compared to $247 million, or 14.9% as a percentage of revenue, in the three months ended June 30, 2014. Selling, general and administrative expenses in the three months ended June 30, 2015 included $114 million of pension expense, $15 million of acquisition-related amortization of intangibles and $3 million of acquisition-related costs. Selling, general, and administrative expenses in the three months ended June 30, 2014 included $1 million of pension expense, $14 million of acquisition-related amortization of intangibles, $6 million of acquisition-related costs and $1 million of OFAC and FCPA related legal costs. Excluding these items, selling, general and administrative expenses decreased from 13.6% in the three months ended June 30, 2014 to 12.9% in the three months ended June 30, 2015 as a percentage of revenue due to overall cost containment.

Selling, general and administrative expenses were $564 million, or 18.3% as a percentage of revenue, in the six months ended June 30, 2015 as compared to $492 million, or 15.5% as a percentage of revenue, in the six months ended June 30, 2014. Selling, general and administrative expenses in the six months ended June 30, 2015 included $114 million of pension expense, $31 million of acquisition-related amortization of intangibles, $5 million of acquisition-related costs and $1 million of OFAC and FCPA related legal costs. Selling, general, and administrative expenses in the six months ended June 30, 2014 included $1 million of pension expense, $28 million of acquisition-related amortization of intangibles, $20 million of acquisition-related costs and $2 million of OFAC and FCPA related legal costs. Excluding these items, selling, general and administrative expenses decreased from 13.9% in the six months ended June 30, 2014 to 13.4% in the six months ended June 30, 2015 as a percentage of revenue due to overall cost containment.

Research and Development Expenses

Research and development expenses were $67 million, or 4.2% as a percentage of revenue, in the three months ended June 30, 2015 as compared to $64 million, or 3.9% as a percentage of revenue, in the three months ended June 30, 2014. Pension costs included in research and development expenses were $9 million in the three months ended June 30, 2015 as compared to $1 million in the three months ended June 30, 2014. After considering these items, research and development expenses as a percentage of revenue decreased from 3.8% in the three months ended June 30, 2014 to 3.6% in the three months ended June 30, 2015. The decrease is in line with management expectations due to planned spending reductions as compared to the prior year.


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Research and development expenses were $122 million, or 4.0% as a percentage of revenue, in the six months ended June 30, 2015 as compared to $127 million, or 4.0% as a percentage of revenue, in the six months ended June 30, 2014. Pension costs included in research and development expenses were $9 million in the six months ended June 30, 2015 as compared to $1 million in the six months ended June 30, 2014. After considering these items, research and development expenses as a percentage of revenue decreased from 4.0% in the six months ended June 30, 2014 to 3.7% in the six months ended June 30, 2015. The decrease is in line with management expectations due to planned spending reductions as compared to the prior year.

Restructuring-Related Charges

In the three months ended June 30, 2015, the Company recorded restructuring-related charges of $6 million related to the restructuring program announced in July 2014. The charges consist of other exit costs of approximately $4 million and asset-related charges of approximately $2 million.

In the six months ended June 30, 2015, the Company recorded restructuring-related charges of $21 million related to the restructuring program announced in July 2014. The charges consist of other exit costs of approximately $5 million and asset-related charges of approximately $16 million.

Interest and Other Expense Items

Interest expense was $45 million in the three months ended June 30, 2015 compared to $46 million in the three months ended June 30, 2014. Other expense, net was zero in the three months ended June 30, 2015 compared to $3 million in the three months ended June 30, 2014. Other expense, net in both periods primarily included losses from foreign exchange contracts not designated as hedging instruments, foreign currency fluctuations, bank fees, and interest income.

Interest expense was $89 million in the six months ended June 30, 2015 and 2014. Other expense, net was $7 million in the six months ended June 30, 2015 compared to $10 million in the six months ended June 30, 2014. Other expense, net in both periods primarily included losses from foreign exchange contracts not designated as hedging instruments, foreign currency fluctuations, bank fees, and interest income.

Provision for Income Taxes

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items. Income tax expense was $32 million for the three months ended June 30, 2015 compared to $29 million for the three months ended June 30, 2014. The increase in income tax expense was primarily driven by an unfavorable mix in earnings in continuing operations. Income tax expense was $34 million for the six months ended June 30, 2015 compared to $33 million for the six months ended June 30, 2014. The increase in income tax expense was primarily driven by a reduction in discrete benefits in the six months ended June 30, 2015, partially offset by the decrease in earnings. During the three and six months ended June 30, 2015, there was no tax benefit recorded on the $427 million charge related to the settlement of the UK London pension plan due to a valuation allowance against deferred tax assets in the United Kingdom.

NCR is subject to numerous federal, state and foreign tax audits. While NCR believes that appropriate reserves exist for issues that might arise from these audits, should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in future periods.

Revenue and Operating Income by Segment

The Company manages and reports its businesses in the following four segments:

•
Financial Services - We offer solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM and payment processing hardware and software; cash management and video banking software and customer-facing digital banking services; and related installation, maintenance, and managed and professional services. We also offer a complete line of printer consumables.
•
Retail Solutions - We offer solutions to customers in the retail industry designed to improve selling productivity and checkout processes as well as increase service levels. These solutions primarily include retail-oriented technologies, such as point of sale terminals and point of sale software; an omni-channel retail software platform with a comprehensive suite of retail software applications; innovative self-service kiosks, such as self-checkout; as well as bar-code scanners. We also offer installation, maintenance, managed and professional services and a complete line of printer consumables.

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•
Hospitality - We offer technology solutions to customers in the hospitality industry, serving businesses that range from a single store or restaurant to global chains and sports and entertainment venues. Our solutions include point of sale hardware and software solutions, installation, maintenance, managed and professional services and a complete line of printer consumables.
•
Emerging Industries - We offer maintenance as well as managed and professional services for third-party computer hardware provided to select manufacturers, primarily in the telecommunications industry, who value and leverage our global service capability. Also included in the Emerging Industries segment are solutions designed to enhance the customer experience for the travel industry, such as self-service kiosks, and the small business industry, such as an all-in-one point of sale solution. Additionally, we offer installation, maintenance, and managed and professional services.

Each of these segments derives its revenue by selling products and services in the sales theaters in which NCR operates. Segments are measured for profitability by the Company’s chief operating decision maker based on revenue and segment operating income. For purposes of discussing our operating results by segment, we exclude the impact of certain items (described below) from segment operating income, consistent with the manner by which management reviews each segment, evaluates performance, and reports our segment results under accounting principles generally accepted in the United States (otherwise known as GAAP). This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by NCR management to make decisions regarding the segments and to assess our financial performance.

The effect of pension expense and other significant, non-recurring items on segment operating income have been excluded from the operating income for each reporting segment presented below. Our segment results are reconciled to total Company results reported under GAAP in Note 13, “Segment Information and Concentrations” of the Notes to Condensed Consolidated Financial Statements.

In the segment discussions below, we have disclosed the impact of foreign currency fluctuations as it relates to our segment revenue due to its significance during the quarter.

Financial Services Segment

The following table presents the Financial Services revenue and segment operating income for the three and six months ended June 30:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015
 
2014
 
2015
 
2014
Revenue
$840
 
$900
 
$1,638
 
$1,694
Operating income
$123
 
$137
 
$228
 
$240
Operating income as a percentage of revenue
14.6%
 
15.2%
 
13.9%
 
14.2%

In the three months ended June 30, 2015 compared to the three months ended June 30, 2014, Financial Services revenue decreased 7%. The decrease was driven by declines in product sales and services revenue in the Europe and AMEA theaters, partially offset by growth in product sales and services revenue in the Americas theater. Foreign currency fluctuations had an unfavorable impact on the revenue comparison of 8%.

In the six months ended June 30, 2015 compared to the six months ended June 30, 2014, Financial Services revenue decreased 3%. The decrease was driven by declines in product sales in the Europe and AMEA theaters and declines in services revenue in the Europe theater, partially offset by growth in product sales and services revenue in the Americas theater. Foreign currency fluctuations had an unfavorable impact on the revenue comparison of 7%.

Operating income decreased in the three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014. The decrease in operating income in both periods was driven by a less favorable mix of revenue in North America and Europe as well as due to lower revenue in Russia and China.



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Retail Solutions Segment

The following table presents the Retail Solutions revenue and segment operating income for the three and six months ended June 30:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015
 
2014
 
2015
 
2014
Revenue
$505
 
$503
 
$950
 
$993
Operating income
$42
 
$48
 
$58
 
$84
Operating income as a percentage of revenue
8.3%
 
9.5%
 
6.1%
 
8.5%

In the three months ended June 30, 2015 compared to the three months ended June 30, 2014, Retail Solutions revenue increased less than 1%. This slight increase was driven by growth in product sales in the Americas and Europe theaters, offset by declines in services revenue in all theaters. Foreign currency fluctuations had an unfavorable impact on the revenue comparison of 7%.

In the six months ended June 30, 2015 compared to the six months ended June 30, 2014, Retail Solutions revenue decreased 4%. The decrease was driven by declines in product sales in the Europe and AMEA theaters and declines in services revenue in all theaters, partially offset by growth in product sales in the Americas theater. Foreign currency fluctuations had an unfavorable impact on the revenue comparison of 6%.

Operating income decreased in the three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014. The decrease in operating income in the three month period was primarily due to a less favorable mix of revenue in North America and the decrease in operating income in the six month period was due to lower volume and a less favorable mix of software-related revenue.

Hospitality Segment

The following table presents the Hospitality revenue and segment operating income for the three and six months ended June 30:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015
 
2014
 
2015
 
2014
Revenue
$172
 
$170
 
$320
 
$319
Operating income
$27
 
$23
 
$45
 
$35
Operating income as a percentage of revenue
15.7%
 
13.5%
 
14.1%
 
11.0%

In the three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014, Hospitality revenue increased 1% and less than 1%, respectively. The growth in both periods was driven by growth in services revenue in the Americas theater partially offset by declines in product sales in the Americas theater. Foreign currency fluctuations had an unfavorable impact on the revenue comparison of 3% in both periods.

Operating income increased in the three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014 due to a higher mix of software-related revenue, including cloud and professional services revenue.

Emerging Industries Segment

The following table presents the Emerging Industries revenue and segment operating income for the three and six months ended June 30:
 
Three months ended June 30
 
Six months ended June 30
In millions
2015
 
2014
 
2015
 
2014
Revenue
$87
 
$85
 
$172
 
$170
Operating income
$10
 
$2
 
$17
 
$6
Operating income as a percentage of revenue
11.5%
 
2.4%
 
9.9%
 
3.5%


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In the three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014, Emerging Industries revenue increased 2% and 1%, respectively. The growth in both periods was driven by growth in product sales and services revenue in the Americas theater, partially offset by declines in product sales and services revenue in the AMEA theater. Foreign currency fluctuations had an unfavorable impact on the revenue comparison of 9% in both periods.

Operating income increased in the three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014 due to higher services margins.

Financial Condition, Liquidity, and Capital Resources

Cash provided by operating activities was $246 million in the six months ended June 30, 2015 compared to $111 million in the six months ended June 30, 2014.

NCR’s management uses a non-GAAP measure called “free cash flow” to assess the financial performance of the Company. We define free cash flow as net cash provided by (used in) operating activities and cash provided by (used in) discontinued operations, less capital expenditures for property, plant and equipment, less additions to capitalized software, plus discretionary pension contributions and settlements. We believe free cash flow information is useful for investors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash available after capital expenditures for, among other things, investments in the Company’s existing businesses, strategic acquisitions, repurchase of NCR stock and repayment of debt obligations. Free cash flow does not represent the residual cash flow available for discretionary expenditures, since there may be other non-discretionary expenditures that are not deducted from the measure. Free cash flow does not have a uniform definition under GAAP, and therefore NCR’s definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP. The table below reconciles net cash provided by operating activities to NCR’s non-GAAP measure of free cash flow for the six months ended June 30:
 
Six months ended June 30
In millions
2015
 
2014
Net cash provided by operating activities
$246
 
$111
Less: Expenditures for property, plant and equipment
(31)
 
(66)
Less: Additions to capitalized software
(79)
 
(73)
Net cash used in discontinued operations
(17)
 
(38)
Pension discretionary contributions and settlements
—
 
18
Free cash flow (used) (non-GAAP)
$119
 
$(48)

The decrease in expenditures for property, plant and equipment was due to planned spending reductions as compared to the prior year. The change in cash flows from discontinued operations was due to reduced spending and reimbursements from indemnification parties related to the Fox River environmental matter.

Financing activities and certain other investing activities are not included in our calculation of free cash flow. Other investing activities primarily include business acquisitions, divestitures and investments as well as proceeds from the sale of property, plant and equipment. During the six months ended June 30, 2014, we completed the acquisition of Digital Insight for $1.64 billion, net of cash acquired.

Our financing activities primarily include proceeds from employee stock plans, repurchase of NCR common stock and borrowings and repayments of credit facilities and notes. During the six months ended June 30, 2015 and 2014, proceeds from employee stock plans were $11 million and $7 million, respectively. During each of the six months ended June 30, 2015 and 2014, we paid $10 million and $24 million, respectively, of tax withholding payments on behalf of employees for stock based awards that vested.

As of June 30, 2015, our senior secured credit facility consisted of a term loan facility in an aggregate principal amount of $1.35 billion, and a revolving credit facility in an aggregate principal amount of $850 million. The revolving credit facility also allows a portion of the availability to be used for outstanding letters of credit, and as of June 30, 2015, there were no outstanding letters of credit. During the six months ended June 30, 2015, we made payments on the term loan facility totaling $111 million and we made borrowings and repayments totaling $176 million under the revolving credit facility. During the six months ended June 30, 2014, we made incremental borrowings under the term loan facility of $250 million in connection with the completion of the acquisition of Digital Insight and we made borrowings and payments totaling $570 million and $255 million, respectively, under

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the revolving credit facility. As of June 30, 2015, the outstanding principal balance of the term loan facility was $1.22 billion and the outstanding balance on the revolving facility was zero.

As of June 30, 2015 and December 31, 2014, we had outstanding $700 million in aggregate principal balance of 6.375% senior unsecured notes due 2023, $600 million in aggregate principal balance of 5.00% senior unsecured notes due 2022, $500 million in aggregate principal balance of 4.625% senior unsecured notes due 2021 and $400 million in aggregate principal balance of 5.875% senior unsecured notes due 2021.

In November 2014, we entered into a revolving trade receivables securitization facility, which provides the Company with up to $200 million in funding based on the availability of eligible receivables and other customary factors and conditions. During the six months ended June 30, 2015, we made borrowings and payments totaling $289 million and $385 million, respectively, under the facility. As of June 30, 2015, the Company had no outstanding balance under the facility.

Other financing activities during the six months ended June 30, 2015 included borrowings and repayments totaling $47 million under a revolving credit facility, $28 million of net short term borrowings and a $5 million repayment under a term loan facility. Other financing activities during the six months ended June 30, 2014 included $9 million of net short term borrowings and a $3 million repayment under a term loan facility. See Note 5, "Debt Obligations," of the Notes to Condensed Consolidated Financial Statements for further information.

In 2015, we expect to make contributions of $35 million to the international pension plans, $80 million to the postemployment plan and $4 million to the postretirement plan. For additional information, refer to Note 8, “Employee Benefit Plans,” of the Notes to the Condensed Consolidated Financial Statements.

In July 2014, we announced a restructuring plan to strategically reallocate resources so that we can focus on higher-growth, higher-margin opportunities in the software-driven consumer transaction technologies industry. Refer to Note 2, "Restructuring Plan," of the Notes to the Condensed Consolidated Financial Statements for additional discussion on our restructuring plan. As a result of this plan, we expect to incur a total charge of approximately $200 million to $225 million and total cash payments of $100 million to $115 million through 2015. These estimates include severance, inventory-related, asset-related and other exit charges. During the six months ended June 30, 2015, we incurred a total charge of approximately $24 million and made cash payments of $30 million. We expect to achieve annual savings of approximately $105 million in 2016.

In 2015, NCR expects to make approximately $35 million of remediation and other payments related to the Fox River and Kalamazoo environmental matters, net of the payment obligations of its co-obligors; the amount does not include an estimate for payments to be received from insurers or indemnification parties. For additional information, refer to Note 9, "Commitments and Contingencies," of the Notes to Condensed Consolidated Financial Statements.

Cash and cash equivalents held by the Company's foreign subsidiaries at June 30, 2015 and December 31, 2014 were $384 million and $458 million, respectively. Under current tax laws and regulations, if cash and cash equivalents and short-term investments held outside the United States are distributed to the United States in the form of dividends or otherwise, we may be subject to additional United States income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes, which could be significant.

As of June 30, 2015, our cash and cash equivalents totaled $425 million and our total debt was $3.47 billion. Our borrowing capacity under the revolving credit facility was approximately $850 million at June 30, 2015 and under our trade receivables securitization facility was $200 million at June 30, 2015. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures, and other business and risk factors described in Item 1A of Part I of the Company’s 2014 Annual Report on Form 10-K and Item IA of Part II of this Quarterly Report on Form 10-Q. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities or senior unsecured notes, we may be required to seek additional financing alternatives.

We believe that we have sufficient liquidity based on our current cash position, cash flows from operations and existing financing to meet our required pension, postemployment, and postretirement plan contributions, remediation payments related to the Fox River environmental matter, debt servicing obligations, payments related to the restructuring plan, and our operating requirements for the next twelve months.

Contractual and Other Commercial Commitments

There have been no significant changes in our contractual and other commercial obligations as described in our Form 10-K for the year ended December 31, 2014.

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The Company’s uncertain tax positions are not expected to have a significant impact on liquidity or sources and uses of capital resources. Our product warranties are discussed in Note 9, "Commitments and Contingencies," of the Notes to Condensed Consolidated Financial Statements.

Disclosure Pursuant to Section 13(r)(1)(D)(iii) of the Securities Exchange Act. Pursuant to Section 13(r)(1)(D)(iii) of the Securities Exchange Act of 1934, as amended, we note that, during the period from April 1, 2015 through June 30, 2015, we maintained a bank account and guarantees at the Commercial Bank of Syria (“CBS”), which was designated as a Specially Designated National pursuant to Executive Order 13382 (“EO 13382”) on August 10, 2011.  This bank account and the guarantees at CBS were maintained in the normal course of business prior to the listing of CBS pursuant to EO 13382.  We note that the last known account balance as of June 25, 2015 was approximately $3,491.  The guarantees did not generate any revenue or profits for the Company. Pursuant to a license granted to the Company by the Office of Foreign Asset Controls (“OFAC”) on January 3, 2013, and subsequent licenses granted on April 29, 2013, July 12, 2013, February 28, 2014, and November 12, 2014, the Company has been winding down its past operations in Syria. In connection with these efforts, the Company has also received licenses from OFAC to close the CBS account and terminate any guarantees; the Company’s applications to renew these licenses are currently pending.  Following the termination of guarantees and the closure of the account, the Company does not intend to engage in any further business activities with CBS.

Critical Accounting Policies and Estimates
Management has reassessed the critical accounting policies as disclosed in our 2014 Form 10-K and determined that there were no changes to our critical accounting policies in the six months ended June 30, 2015. Also, there were no significant changes in our estimates associated with those policies.
New Accounting Pronouncements
See discussion in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements for new accounting pronouncements.
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “believe,” “will,” “should,” “would,” “could” and words of similar meaning. Statements that describe or relate to NCR’s plans, goals, intentions, strategies or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of NCR's control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors relating to: domestic and global economic and credit conditions including, in particular, market conditions and investment trends in the retail industry, and economic and market conditions in China and Russia; the impact of our indebtedness and its terms on our financial and operating activities; foreign currency fluctuations; our ability to successfully introduce new solutions and compete and in the information technology industry; the transformation of our business model and our ability to sell higher-margin software and services; our ability to improve execution in our sales and services organizations; defects or errors in our products; manufacturing disruptions; the historical seasonality of our sales; compliance with data privacy and protection requirements; the availability and success of acquisitions, divestitures and alliances, including the acquisition of Digital Insight; our pension strategy and underfunded pension obligation; the success of our ongoing restructuring plan; tax rates; reliance on third party suppliers; development and protection of intellectual property; workforce turnover and the ability to attract and retain skilled employees; environmental exposures from our historical and ongoing manufacturing activities; and uncertainties with regard to regulations, lawsuits, claims and other matters across various jurisdictions. Additional information concerning these and other factors can be found in the Company's filings with the U.S. Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Information About NCR

NCR encourages investors to visit its web site (http://www.ncr.com) which is updated regularly with financial and other important information about NCR. The contents of the Company’s web site are not incorporated into this quarterly report or the Company’s other filings with the U.S. Securities and Exchange Commission.

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Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to market risks primarily from changes in foreign currency exchange rates and interest rates. It is our policy to manage our foreign exchange exposure and debt structure in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. In managing market risks, we employ derivatives according to documented policies and procedures, including foreign currency contracts and interest rate swaps. We do not use derivatives for trading or speculative purposes.

Foreign Exchange Risk

Since a substantial portion of our operations and revenue occur outside the United States, and in currencies other than the U.S. Dollar, our results can be significantly impacted by changes in foreign currency exchange rates. We have exposure to approximately 50 functional currencies and are exposed to foreign currency exchange risk with respect to our sales, profits and assets and liabilities denominated in currencies other than the U.S. Dollar. Although we use financial instruments to hedge certain foreign currency risks, we are not fully protected against foreign currency fluctuations and our reported results of operations could be affected by changes in foreign currency exchange rates. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange forward and option contracts. These foreign exchange contracts are designated as highly effective cash flow hedges. This is primarily done through the hedging of foreign currency denominated inter-company inventory purchases by the marketing units. All of these transactions are forecasted. We also use derivatives not designated as hedging instruments consisting primarily of forward contracts to hedge foreign currency denominated balance sheet exposures. For these derivatives we recognize gains and losses in the same period as the remeasurement losses and gains of the related foreign currency-denominated exposures.

We utilize non-exchange traded financial instruments, such as foreign exchange forward and option contracts, that we purchase exclusively from highly rated financial institutions. We record these contracts on our balance sheet at fair market value based upon market price quotations from the financial institutions. We do not enter into non-exchange traded contracts that require the use of fair value estimation techniques, but if we did, they could have a material impact on our financial results.

For purposes of analyzing potential risk, we use sensitivity analysis to quantify potential impacts that market rate changes may have on the fair values of our hedge portfolio related to firmly committed or forecasted transactions. The sensitivity analysis represents the hypothetical changes in value of the hedge position and does not reflect the related gain or loss on the forecasted underlying transaction. A 10% appreciation or depreciation in the value of the U.S. Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding increase or decrease of $15 million as of June 30, 2015 in the fair value of the hedge portfolio. The Company expects that any increase or decrease in the fair value of the portfolio would be substantially offset by increases or decreases in the underlying exposures being hedged.

The U.S. Dollar was significantly stronger in the second quarter of 2015 compared to the second quarter of 2014 based on comparable weighted averages for our functional currencies. This had an unfavorable impact of 7% on second quarter 2015 revenue versus second quarter 2014 revenue. This excludes the effects of our hedging activities and, therefore, does not reflect the actual impact of fluctuations in exchange rates on our operating income.

Interest Rate Risk

We are subject to interest rate risk principally in relation to variable-rate debt. We use derivative financial instruments to manage exposure to fluctuations in interest rates in connection with our risk management policies. We have entered into an interest rate swap for a portion of the term loans under our senior secured credit facility. The interest rate swap effectively converts the designated portion of the term loans from a variable interest rate to a fixed interest rate instrument. Approximately 76% of our borrowings were effectively on a fixed rate basis as of June 30, 2015. As of June 30, 2015, the net fair value of the interest rate swap was a liability of $5 million.

The potential gain in fair value of the swap from a hypothetical 100 basis point increase in interest rates would be approximately $4 million as of June 30, 2015. The increase in pre-tax interest expense for the six months ended June 30, 2015 from a hypothetical 100 basis point increase in variable interest rates (including the impact of the interest rate swap) would be approximately $5 million.


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Concentrations of Credit Risk

We are potentially subject to concentrations of credit risk on accounts receivable and financial instruments, such as hedging instruments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the balance sheet. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions (as counterparties to hedging transactions) and monitoring procedures. Our business often involves large transactions with customers for which we do not require collateral. If one or more of those customers were to default in its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses. Moreover, a prolonged downturn in the global economy could have an adverse impact on the ability of our customers to pay their obligations on a timely basis. We believe that the reserves for potential losses are adequate. As of June 30, 2015, we did not have any significant concentration of credit risk related to financial instruments.


Item 4.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
NCR has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange Act)) to provide reasonable assurance that information required to be disclosed by NCR in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by NCR in the reports that it files or submits under the Exchange Act is accumulated and communicated to NCR’s management, including its Chief Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation as of the end of the second quarter of 2015, conducted under their supervision and with the participation of management, the Company’s Chief Executive and Chief Financial Officers have concluded that NCR’s disclosure controls and procedures are effective to meet such objectives and that NCR’s disclosure controls and procedures adequately alert them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in NCR’s Exchange Act filings.

Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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Part II. Other Information

Item 1.
LEGAL PROCEEDINGS

The information required by this item is included in Note 9, "Commitments and Contingencies," of the Notes to Condensed Consolidated Financial Statements in this quarterly report and is incorporated herein by reference.

Item 1A.
RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Part I, Item IA ("Risk Factors") of the Company's 2014 Annual Report on Form 10-K.

Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In October 1999, the Company’s Board of Directors authorized a share repurchase program that provided for the repurchase of up to $250 million of the Company's common stock, with no expiration from the date of authorization. On October 31, 2007 and July 28, 2010, the Board authorized the repurchase of an additional $250 million and $210 million, respectively, under this share repurchase program. In December 2000, the Board approved a systematic share repurchase program, with no expiration from the date of authorization, to be funded by the proceeds from the purchase of shares under the Company’s Employee Stock Purchase Plan and the exercise of stock options, for the purpose of offsetting the dilutive effects of the employee stock purchase plan and outstanding options. As of June 30, 2015, approximately $179 million and $143 million remained available for further repurchases of the Company’s common stock under the 1999 and 2000 Board of Directors share repurchase programs, respectively.

The Company's ability to repurchase its common stock is restricted under the Company's senior secured credit facility and terms of the indentures for the Company's senior unsecured notes. These agreements include certain prohibitions on share repurchases, including during the occurrence of an event of default. These agreements also establish limits on the amount that the Company is permitted to allocate to share repurchases and other restricted payments. The limitations are calculated using formulas based generally on 50% of the Company’s consolidated net income for the period beginning in the third quarter of 2012 through the end of the most recently ended fiscal quarter, subject to certain other adjustments and deductions, with certain prescribed minimums. These formulas are described in greater detail in the Company’s senior secured credit facility and the indentures for the Company’s senior unsecured notes, each of which is filed with the Securities and Exchange Commission.

During the three months ended June 30, 2015, the Company did not repurchase any shares of its common stock under the authorized share repurchase programs. The Company occasionally purchases shares of vested restricted stock at the current market price to cover withholding taxes. For the three months ended June 30, 2015, 14,569 shares were purchased at an average price of $29.03 per share.

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Item 6.     EXHIBITS
2.1
Separation and Distribution Agreement, dated as of August 27, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.1 to the Current Report on Form 8-K of Teradata Corporation dated September 6, 2007).
 
 
2.2
Asset Purchase Agreement, dated as of February 3, 2012, by and between Redbox Automated Retail, LLC and NCR Corporation (incorporated by reference to Exhibit 2.2 from the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2012).
 
 
2.3
First Amendment to Asset Purchase Agreement, dated as of June 22, 2012, by and between Redbox Automated Retail, LLC and NCR Corporation (incorporated by reference to Exhibit 2.3 from the NCR Corporation Quarterly Report on Form 10-Q for the period ended June 30, 2012).
 
 
2.4
Agreement and Plan of Merger, dated November 28, 2012, by and among NCR Corporation, Moon S.P.V. (Subsidiary) Ltd., and Retalix, Ltd. (incorporated by reference to Exhibit 2.1 from the NCR Corporation Current Report on Form 8-K filed February 6, 2013).
 
 
2.5
Agreement and Plan of Merger, dated as of December 2, 2013, by and among NCR Corporation, Delivery Acquisition Corporation, Fandango Holdings Corporation and Thoma Bravo, LLC as the stockholder representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of NCR Corporation dated December 2, 2013 (the “December 2, 2013 Form 8-K”)).
 
 
2.6
Commitment Letter, dated as of December 2, 2013, by and among NCR Corporation, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Royal Bank of Canada, RBC Capital Markets, SunTrust Bank, SunTrust Robinson Humphrey, Inc., WF Investment Holdings, LLC and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 2.2 to the December 2, 2013 Form 8-K).
 
 
2.7
Share Purchase Agreement, dated as of December 2, 2013, by and among NCR Limited and the holders of the outstanding share capital of Alaric Systems Limited (incorporated by reference to Exhibit 2.3 to the December 2, 2013 Form 8-K).
 
 
3.1
Articles of Amendment and Restatement of NCR Corporation as amended May 14, 1999 (incorporated by reference to Exhibit 3.1 from the NCR Corporation Form 10-Q for the period ended June 30, 1999).
 
 
3.2
Bylaws of NCR Corporation, as amended and restated on January 26, 2011 (incorporated by reference to Exhibit 3(ii) to the NCR Corporation Current Report on Form 8-K filed January 31, 2011).
 
 
4.1
Common Stock Certificate of NCR Corporation (incorporated by reference to Exhibit 4.1 from the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 1999).
 
 
4.2
Indenture, dated September 17, 2012, among NCR Corporation, as issuer, NCR International Inc. and Radiant Systems Inc. as subsidiary guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.01 to the Current Report on Form 8-K of NCR Corporation dated September 17, 2012).
 
 
4.3
Indenture, dated December 18, 2012, among NCR Corporation, as issuer, NCR International Inc. and Radiant Systems Inc. as subsidiary guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.01 to the NCR Corporation Current Report on Form 8-K filed December 18, 2012).
 
 
4.4
Indenture, dated December 19, 2013, between NCR Escrow Corp. and U.S. Bank National Association relating to the $400 million aggregate principal amount of 5.875% senior notes due 2021 (the “5.875% Notes”) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of NCR Corporation dated December 19, 2013 (the “December 19, 2013 Form 8-K”)).
 
 

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4.5
First Supplemental Indenture relating to the 5.875% Notes, dated January 10, 2014, among NCR Corporation, NCR International, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of NCR Corporation dated January 10, 2014 (the “January 10, 2014 Form 8-K”)).
 
 
4.6
Indenture, dated December 19, 2013, between NCR Escrow Corp. and U.S. Bank National Association relating to the $700 million aggregate principal amount of 6.375% senior notes due 2023 (the “6.375% Notes”) (incorporated by reference to Exhibit 4.2 to the December 19, 2013 Form 8-K).
 
 
4.7
First Supplemental Indenture relating to the 6.375% Notes, dated January 10, 2014, among NCR Corporation, NCR International, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the January 10, 2014 Form 8-K).
 
 
10.1
Amended and Restated NCR Executive Severance Plan.
 
 
10.2
Amended and Restated NCR Corporation Economic Profit Plan.
 
 
10.3
Form of 2015 Director Restricted Stock Unit Grant Statement under the NCR Corporation 2013 Stock Incentive Plan.
 
 
10.4
Employment Transfer Letter (revised) of Michael Bayer, dated July 30, 2015.
 
 
31.1
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
 
 
31.2
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
 
 
32
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101
Financials in XBRL Format.
 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
NCR CORPORATION
 
 
 
 
Date:
July 31, 2015
By:
 
    /s/ Robert Fishman
 
 
 
 
Robert Fishman
Senior Vice President and Chief Financial Officer

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Q2201510-QExhibit101AandRExecSeverancePlan


EXHIBIT 10.1

NCR EXECUTIVE SEVERANCE PLAN

Introduction

This NCR Executive Severance Plan was originally established effective as of December 12, 2014. The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of NCR Corporation (the “Company”) whose employment with the Company is involuntarily terminated by the Company without Cause. With respect to Participants in this Plan, the Plan supersedes any severance benefit plan, policy or practice previously maintained by the Company: (a) unless otherwise expressly stated in writing by the Company (but not, for the avoidance of doubt, the Amended and Restated NCR Corporation Change in Control Severance Plan (including any successor plan, the “Change in Control Severance Plan”)), and (b) except for any Individual Agreement providing for severance benefits. Subject to Section 4.4 hereof, benefits provided hereunder shall be offset by any benefits provided pursuant to the Change in Control Severance Plan. This amendment and restatement of the Plan shall be effective upon approval by the Company’s stockholders of the amendment and restatement of the NCR Corporation Economic Profit Plan at the Company’s 2015 annual meeting of stockholders. In the event that stockholder approval of such plan is not obtained, this amendment and restatement shall be null and void.

The Plan is intended to comply with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws. It is a welfare benefit plan (as defined in Section 3(1) of ERISA) that is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Company intends that benefits under the Plan are not subject to Section 409A of the Internal Revenue Code of 1986, as amended, pursuant to the “short-term deferral rule” and other exclusions from such coverage.

ARTICLE I
ESTABLISHMENT OF PLAN

As of the Effective Date, the Company hereby establishes the Plan.

ARTICLE II
DEFINITIONS

As used herein, the following words and phrases shall have the following respective meanings:

(a)    Administrator. The Company’s Chief Human Resources Officer (of, if there is no individual serving in such position, the Committee).

(b)    Base Salary. The amount a Participant receives as wages or salary on an annualized basis immediately before the Date of Termination (but excluding all bonus, overtime, health additive and incentive and variable compensation), payable by the Company as consideration for the Participant’s services.
(c)    Board. The Board of Directors of NCR Corporation.


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(d)    Cause. A termination for “Cause” shall have occurred where a Participant’s employment is terminated by the Company: (i) for “Cause” as defined in any Individual Agreement, or (ii) if there is no Individual Agreement or if it does not define Cause, termination of employment by the Company in connection with: (A) conviction of the Participant for committing a felony under U.S. federal law or the law of the state or country in which such action occurred, (B) dishonesty in the course of fulfilling the Participant’s employment duties, (C) failure on the part of the Participant to perform substantially such Participant’s employment duties in any material respect, (D) a material violation of the Company’s Code of Conduct, or (E) such other events as shall be determined by the Administrator and communicated to the Participant in writing.

(e)    Code. The Internal Revenue Code of 1986, as amended from time to time.

(f)    Committee. The Compensation and Human Resource Committee of the Board.

(g)    Company. NCR Corporation and any successor thereto.

(h)    Date of Termination. The date on which a Participant has a “separation from service” with the Company and its subsidiaries within the meaning of Section 409A of the Code.

(i)    Disability.     A total and permanent disability that causes a Participant to be eligible to receive long-term disability benefits from the NCR Long-Term Disability Plan, or any similar successor plan or any similar plan or program sponsored by a subsidiary or affiliate of the Company.
(j)    Effective Date. The original “Effective Date” of the Plan was December 12, 2014. The “Effective Date” of this amendment and restatement shall be the date of approval by the Company’s stockholders of the amendment and restatement of the NCR Corporation Economic Profit Plan at the Company’s 2015 annual meeting of stockholders.
(k)    Employee.    Any regular, full-time or part-time employee of the Company or its subsidiaries.

(l)    Individual Agreement. An employment, consulting or similar agreement between a Participant and the Company or one of its subsidiaries or affiliates.

(m)    Participant. An Employee who meets the eligibility requirements of Article III.

(n)    Plan. This NCR Corporation Executive Severance Plan, as the same may be amended from time to time.

(o)    Release Deadline. The 60th day immediately following the Date of Termination.

(p)    Separation Benefit. The benefits payable in accordance with Section 4.2 of the Plan.

(q)    Target Bonus. With respect to any Participant, the Participant’s target annual cash bonus under the Company’s annual bonus plan applicable to the Participant for the year immediately prior to the year of such Participant’s termination of employment. As used in this definition, the reference to “target bonus” shall mean the dollar amount determined by multiplying the Participant’s target bonus percentage as in effect on December 31st of such prior year by the Participant’s actual base salary as in effect on December 31st of such prior year.

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ARTICLE III
ELIGIBILITY

3.1    Participation. Subject to Section 3.2, any Employee designated by the Company as a Senior Vice President level and above (designated by the Company as any Employee in Grade 20 and above at the adoption of this Plan, as may be amended from time to time) or any Employee designated as an Executive Officer of the Company, plus any other Employee designated by the Committee or the Administrator, shall be Participants in the Plan.

3.2    Duration of Participation. An Employee shall cease to be a Participant in the Plan upon the earlier of when he or she: (a) ceases to be an Employee or (b) is no longer eligible pursuant to Section 3.1. Notwithstanding the foregoing, a Participant who is entitled, as a result of ceasing to be an Employee under the circumstances set forth in Section 4.1, to payment of a Separation Benefit shall remain a Participant in the Plan until the full amount of the Separation Benefit and any other amounts payable under the Plan have been paid to the Participant.


ARTICLE IV
SEPARATION BENEFIT

4.1    Right to Separation Benefit. A Participant shall be entitled to receive from the Company a Separation Benefit in the amount provided in Section 4.2 if the Participant’s employment is terminated by the Company without Cause (other than by reason of the Participant’s death or Disability, and not in any event due to the Participant’s resignation for any reason). Notwithstanding any other provision of the Plan to the contrary: (a) no benefit shall be payable under this Plan with respect to any termination of employment that results in benefit payments pursuant to the Change in Control Severance Plan except to the extent the benefits hereunder exceed the benefits under the Change in Control Severance Plan, and (b) if the Participant is party to an employment agreement, offer letter or other agreement or arrangement providing severance benefits (an “Other Agreement,” including any Individual Agreement but excluding, for the avoidance of doubt, the Economic Profit Plan and any equity awards), benefits shall be payable pursuant to this Plan only if the Participant expressly waives, in a writing satisfactory to the Company, the severance benefits payable pursuant to the Other Agreement. In addition, in no event shall any benefits be provided hereunder unless the Participant has executed a release of claims in a form satisfactory to and provided by the Company (the “Release,” which may include noncompetition, nonsolicitation and other covenants determined by the Company), the Participant has not revoked the Release, and the Release has become effective and irrevocable in accordance with its terms and with applicable law by the Release Deadline.

Notwithstanding the foregoing, a Participant shall not be entitled to any Separation Benefit hereunder if: (i) the Participant declines reassignment to a comparable employment position as an employee of the Company (as determined in the sole discretion of the Administrator), which position, for the avoidance of doubt, need not entail comparable compensation; or (ii) the Participant’s employment with the Company is terminated due to outsourcing, the sale of all or a portion of the Company’s business or assets or another corporate transaction having similar effect (such as but not limited to the spinoff of a portion of the Company’s business or assets), and the Participant is offered employment at a comparable base salary or wage with the outsourcing entity, purchaser or other successor employer involved in or created by the transaction (as determined in the sole discretion of the Administrator).

4.2    Separation Benefit. If a Participant’s employment is terminated in circumstances entitling him

3


or her to a Separation Benefit as provided in Section 4.1:

(a)    Cash Severance. The Company shall pay the Participant a single, lump sum cash amount equal to the sum of (i) his or her Base Salary plus (ii) his or her Target Bonus, which shall be payable promptly following the Release becoming irrevocable (and in no event later than March 15 of the year following the year in which the Date of Termination occurs).

(b)    COBRA. The Company shall pay the premiums for the Participant and his or her qualified beneficiaries for “COBRA” medical, dental and vision coverage until the earlier of: (i) eighteen (18) months following the Date of Termination, or (ii) when the Participant is no longer eligible for COBRA coverage. The benefits provided pursuant to this Section 4.2(b) shall be concurrent coverage for purposes of COBRA.

(c)    Outplacement Benefits. The Company shall provide the Participant executive outplacement services in accordance with its outplacement program in effect on the Date of Termination. The Participant must initiate the executive outplacement services within ninety days of the Date of Termination (and in no event later than March 15 of the year following the year in which the Date of Termination occurs).

4.3    Other Benefits Payable. The Separation Benefit provided pursuant to Section 4.2 above shall be provided in addition to, and not in lieu of, all other accrued or vested or earned but deferred compensation, rights, options or other benefits which may be owed to a Participant upon or following termination, including but not limited to accrued vacation or sick pay (if and where applicable, but not where Company policy does not provide for such payments), reimbursement for business expenses previously incurred, amounts or benefits properly payable under any bonus or other compensation plans, the Management Incentive Plan, the Economic Profit Plan, and any bonus or incentive plan, stock option plan, stock ownership plan, stock purchase plan, life insurance plan, health plan, disability plan or similar or successor plan, other than any severance plan, program, agreement or arrangement, unless such plan, program, agreement or arrangement has a specific reference to this Section 4.3 (but excluding the Change in Control Severance Plan and any Individual Agreement). Stock options and other equity awards under the NCR Corporation 2013 Stock Incentive Plan and any other equity incentive plan will be treated as specified in the applicable plan and any award agreement thereunder, and this Plan shall not be construed to modify or supersede any such plan either expressly or by implication.

4.4    Change in Control Severance Plan. In the event that a Participant becomes entitled to benefits under the Change in Control Severance Plan following the Date of Termination, the benefits under the Change in Control Severance Plan shall be reduced by the corresponding benefits provided hereunder (and, for the avoidance of doubt, any remaining benefits under the Change in Control Severance Plan shall be provided at the times specified therein). Any such reduction shall be made consistent with the requirements of Section 409A of the Code.

4.5    Section 409A. For purposes of this Plan, “termination of employment” or words or phrases to that effect shall mean a “separation from service” within the meaning of Section 409A of the Code.

4.6    Rehire. In no event shall a Participant who receives benefits under this Plan and is rehired again receive benefits under this Plan, regardless of the reason for any subsequent termination.

ARTICLE V
SUCCESSOR TO COMPANY

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This Plan shall bind any successor of or to the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. The term “Company,” as used in this Plan, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Plan.

ARTICLE VI
ADMINISTRATION, DURATION, AMENDMENT AND TERMINATION

6.1    Plan Administration. The Administrator shall have the discretionary authority to administer and interpret the Plan and decide all questions arising hereunder. Any interpretation or construction of, or determination or action by, the Administrator shall be binding upon any and all parties and persons affected thereby, subject to the exclusive appeal procedure set forth in Section 7.1.

6.2    Duration. The Plan shall continue in effect from the Effective Date until amended or terminated pursuant to Article VI.

6.3    Amendment and Termination. The Plan may be amended in any respect or terminated by the Board or the Committee (provided that no amendment or termination shall reduce benefits hereunder for any Participant whose Date of Termination occurred before the action effecting such amendment or termination). In addition, subject to the proviso in the first sentence of this Section 6.3, the Administrator may amend the Plan, provided that such amendment is required by applicable law or involves no material cost to the Company.

Subject to the proviso in Section 6.3: (a) an amendment of the Plan in accordance with the terms hereof shall automatically effect a corresponding amendment to all Participants’ rights and benefits hereunder, and (b) a termination of the Plan shall in accordance with the terms hereof automatically effect a termination of all Participants’ rights and benefits hereunder.

ARTICLE VII
MISCELLANEOUS

7.1    Dispute Resolution. If any person eligible to receive benefits under the Plan, or claiming to be so eligible, believes he or she is entitled to benefits in an amount greater than those which he or she has received (a “Claimant”), he or she may file a claim in writing with the Administrator. The Administrator shall review the claim and, within 90 days after the claim is filed, shall give written notice to the Claimant of the decision. If the claim is denied, the notice shall give the reason for the denial, the pertinent provisions of the Plan on which the denial is based, a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary, and an explanation of the claim review procedure under the Plan.

Any person who has had a claim for benefits denied by the Administrator shall have the right to request review by the Committee. Such request must be in writing, and must be made within 60 days after such person is advised of the denial of benefits. If written request for review is not received within such 60 day period, the Claimant shall forfeit his or her right to review. The Committee shall review claims that are appealed, and may hold a hearing if it deems necessary, and shall issue a written notice of the final decision. Such notice shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based. The decision of the Committee shall be final and binding upon the Claimant and the Committee and all other persons involved, subject to the rights set forth in the following sentences of this Section 7.1.

5





Any controversy or claim arising out of or related to this Plan or a Participant’s employment with the Company, its subsidiaries or affiliates, or the termination of that employment, that is not resolved by the claim and review procedure described in the preceding paragraphs of this Section 7.1 shall be resolved by binding arbitration at the election of either the Participant or the Company; the obligation to arbitrate shall also extend to and encompass any claims that a Participant may have or assert against any Company employees, officers, directors or agents. The arbitration shall be pursuant to the then current rules of the American Arbitration Association and shall be held in New York City for employees residing or having a primary NCR business location in the United States; for employees residing or having a primary NCR business location outside the United States, where permitted by local law the arbitration shall be conducted in the regional headquarters city of your NCR business organization pursuant to the rules of a reputable national or international arbitration organization. The arbitration shall be held before a single arbitrator who is an attorney. The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction. Issues of arbitrability shall be determined in accordance with the U.S. federal substantive and procedural laws relating to arbitration; in all other respects, this Plan shall be governed by the laws of the State of Georgia in the United States, without regard to its conflict-of-laws principles. Each party shall bear its own attorney fees associated with the arbitration; other costs, and the expenses of the arbitration, shall be borne as provided by the rules of the American Arbitration Association. If any portion of this Section 7.1 is held unenforceable, it shall be severed and shall not affect the duty to arbitrate nor any other part of this Section 7.1.

Notwithstanding the preceding subparagraph, in the event that a Participant breaches any of the restrictive covenants included in his or her Release (such as but not limited to those respecting non-competition, non-solicitation, non-recruitment and confidentiality), Participant acknowledges that the Company will sustain irreparable injury and will not have an adequate remedy at law. As a result, in the event of such a breach the Company may, in addition to any other remedies available to it, bring an action in a court of competent jurisdiction for equitable relief pending appointment of an arbitrator and completion of an arbitration, and in such instance shall not be required to post a bond.

7.2    Employment Status. This Plan does not constitute a contract of employment or impose on the Participant or the Company any obligation to retain the Participant as an Employee, to change the status of the Participant’s employment, or to change the Company’s policies or those of its Subsidiaries’ regarding termination of employment. Employment with the Company is at will.

7.3    Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction, shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.4    Section 409A Savings Clause. While the tax treatment of the payments and benefits provided under this Plan is not warranted or guaranteed, it is intended that such payments and benefits shall be exempt from the application of the requirements of Section 409A of the Code. This Plan shall be construed, administered, and governed in a manner that effects such intent.

7.5    Governing Law. The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of Georgia, without reference to principles of conflict of law, and to the extent not preempted by ERISA.

6



7.6    WARN Act. This Plan is not intended to duplicate payments already required by the Worker Adjustment and Retraining Notification Act or any similar state or local law requiring prior notice of plant closing or mass layoff (collectively, “WARN”). Therefore, notwithstanding any of the above, benefits payable under the Plan will be reduced by any payments required to be provided to Participants pursuant to WARN, without regard to whether the Participant asserts such rights.

7.7    No Assignment or Alienation. No interest of a Participant under this Plan may be subjected in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or benefit be taken (voluntarily or involuntarily) for the satisfaction of the obligations or debts of, or other claims against the associate, including without limitation any claims for alimony, support, separate maintenance, or claims in bankruptcy proceedings.

7.8    Death/Payment to Estate. If a Participant dies before receiving all Severance Benefits due pursuant to Section 4.2(a) of the Plan, any remaining payments shall be made to the Participant'’s estate.

7.9    Overpayment. In the event of the overpayment to or wrongful receipt of any amounts by a participant pursuant to this Plan, the Plan and the Company shall be entitled to recovery of such funds by remedies including, without limitation, the equitable remedy of constructive trust.

7.10    Compensation Recovery Policy. Amounts payable pursuant to Section 4.2(a) shall constitute “Covered Incentive Compensation” subject to the terms of the Company’s Compensation Recovery Policy, as the same may be in effect from time to time (the “Compensation Recovery Policy”). Accordingly, notwithstanding any other provision of the Plan to the contrary, a Participant may be required to forfeit or repay any or all of the amounts payable pursuant to Section 4.2(a) pursuant to the terms of the Compensation Recovery Policy. Further, the Company may, to the extent permitted by law, enforce any repayment obligation pursuant to the Compensation Recovery Policy by reducing any amounts that may be owing from time-to-time by the Company to the Participant, whether as wages, severance, vacation pay or in the form of any other benefit or compensation or for any other reason, subject to Section 409A of the Code.

7.11    Withholding. The Company may withhold from any amount payable or benefit provided under this Plan such Federal, state, local, foreign and other taxes as are required to be withheld pursuant to any applicable law or regulation.

IN WITNESS WHEREOF, this amendment and restatement of the NCR Corporation Executive Severance Plan is adopted effective as of the date of approval by the Company’s stockholders of the amendment and restatement of the NCR Corporation Economic Profit Plan at the Company’s 2015 annual meeting of stockholders.

 
NCR CORPORATION
 
 
 
By:   /s/ Andrea L. Ledford                             
 
Andrea L. Ledford
 
SVP, Corporate Services and
 
Chief Human Resources Officer


7
Q2201510-QExhibit102AandREPP2
EXHIBIT 10.2

NCR CORPORATION ECONOMIC PROFIT PLAN

Amended and Restated Effective Upon Stockholder Approval at the 2015 Annual Meeting
 
PREAMBLE
 
The purpose of the Plan is to advance the interests of the Company and its stockholders and assist the Company in attracting and retaining employees by providing incentives and financial rewards to such employees that are intended to be deductible to the maximum extent practicable as “performance-based compensation” within the meaning of Section 162(m) of the Code. The Plan was adopted by the Board of Directors of the Company on February 22, 2011 and approved by the Company’s stockholders on April 27, 2011. Thereafter, the Plan was amended effective as of December 13, 2011, January 24, 2012, January 1, 2014 and April 22, 2014. An amendment and restatement of the Plan was approved by the Company’s Board of Directors on February 23, 2015, but such amendment and restatement is subject to approval by the Company’s stockholders at the 2015 annual meeting of stockholders, and shall be null and void and of no further effect if such stockholder approval is not obtained.
 
ARTICLE I
 
Definitions
 
1.1
Applicable Percentage means sixty-seven percent (67%) in the case of a termination by the Company without Cause or a resignation for Good Reason and one hundred percent (100%) in the case of a termination by reason of Retirement or Disability.
 
1.2
Award Statement means a written statement (a) identifying an individual as a Participant, (b) setting forth the percentage of Economic Profit that represents the Participant’s Bonus Credit opportunity under the Plan for the applicable Performance Period, (c) setting forth, to the extent applicable, the Participant’s Bonus payment and Bonus Credit for the prior Performance Period, (d) setting forth, to the extent applicable, the balance in the Participant’s Bonus Bank, and (e) containing such other terms and conditions as may be determined by the Committee in its sole discretion. For the avoidance of doubt, an Award Statement may be in electronic form.
 
1.3
Bonus means the portion of a Participant’s Bonus Bank payable to a Participant in accordance with the terms of the Plan.
 
1.4
Bonus Bank means the bookkeeping account established and maintained by the Company under the Plan for the Participant which reflects the aggregate Bonus Credits for such Participant less the aggregate Bonuses paid to such Participant, in each case, in accordance with the terms of the Plan.
 
1.5
Bonus Credit means the amount credited to a Participant’s Bonus Bank for a Performance Period based on Economic Profit.

1


 
1.6
Cash Flow from Operations means net cash provided by operating activities as reported under GAAP, excluding extraordinary cash payments made to or under any of the Company’s global defined benefit pension and retirement plans in connection with the Company’s pension strategy to reduce pension liability or increase pension funding (which may include but is not limited to cash payments made in connection with any annuity purchase, plan termination or settlement) (provided that, to the extent required by Section 409A of the Code, the prior definition of Cash Flow from Operations shall apply).
 
1.7
Cash Flow Test has the meaning set forth in Section 3.4.
 
1.8
Cause means, unless otherwise provided in an Award Statement, (a) “Cause” as defined in any Individual Agreement, or (b) if there is no Individual Agreement or if it does not define Cause: (i) conviction of the Participant for committing a felony under federal law or the law of the state in which such action occurred, (ii) dishonesty in the course of fulfilling the Participant’s employment duties, (iii) failure on the part of the Participant to perform substantially such Participant’s employment duties in any material respect, (iv) a material violation of the Company’s ethics and compliance program or (v) such other events as shall be determined by the Committee and set forth in a Participant’s Award Statement.
 
1.9
Change in Control means any of the following events:
 
(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either (a) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (d) any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1.9; or
 
(ii) individuals who, as of the date of this Plan, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company; provided, however, that any individual becoming a director subsequent to the date of this Plan whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the

2


Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company; or
 
(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then-outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation, resulting from such Corporate Transaction) beneficially owns, directly or indirectly, thirty percent (30%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Corporate Transaction; and (C) at least a majority of the members of the Board of Directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company, providing for such Corporate Transaction; or
 
(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
 
1.10
Code means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
 
1.11
Committee means the Compensation and Human Resource Committee of the Board of Directors of the Company, or a subcommittee thereof consisting of members appointed from time to time by the Board of Directors of the Company. The Committee administering the Plan shall be composed solely of “outside directors” within the meaning of Section 162(m) of the Code.

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1.12
Company means NCR Corporation, a Maryland corporation.
 
1.13
Compensation Recovery Policy has the meaning set forth in Section 7.11.
 
1.14
Competing Organization has the meaning set forth in Section 6.2.
 
1.15
Disability means a total and permanent disability that causes a Participant to be eligible to receive long-term disability benefits from the NCR Long-Term Disability Plan, or any similar plan or program sponsored by a subsidiary or affiliate of the Company.
 
1.16
Economic Profit, for any Performance Period, means the difference between (a) the Company’s Net Operating Profit After Tax and (b) the product of (i) Total Invested Capital and (ii) Weighted Average Cost of Capital.
 
1.17     GAAP means Generally Accepted Accounting Principles.

1.18
Good Reason shall have the meaning set forth in an Individual Agreement. For the avoidance of doubt, (a) if there is no Individual Agreement or if it does not define Good Reason, the provisions applicable to a resignation for “Good Reason” under the Plan shall not apply to the Participant and (b) “Good Reason” shall not apply to a Participant under the Plan by virtue of its application to a Participant following a Change in Control under the Company’s Amended and Restated Change in Control Severance Plan.
 
1.19
Grandfathered Bonus Bank means (i) a Participant’s Bonus Bank as of December 31, 2014 (for the avoidance of doubt, without taking into account any Bonus Credit for calendar year 2014 to be credited in 2015) minus (ii) the aggregate of all distributions made to the Participant pursuant to Section 3.4 and Section 4.3(b)(ii) after December 31, 2014.

1.20
Individual Agreement means an employment, consulting or similar agreement between a Participant and the Company or one of its subsidiaries or affiliates. For the avoidance of doubt, the term Individual Agreement does not include any severance plan or policy that covers more than one individual.

1.21
Net Operating Profit After Tax means Non-Pension Operating Income less cash paid for income taxes and the cash paid for restructuring charges.
 
1.22
Non-Pension Operating Income means income (loss) from operations reported under generally accepted accounting principles, excluding the impact of pension expense (benefit), excluding the impact of non-operational adjustments as reported in the Company’s Annual Report on Form 10-K and excluding the impact of foreign currency fluctuations as compared to foreign currency rates used to establish the Company’s current year plan.
 
1.23
Participant means any employee of the Company or any of its subsidiaries or affiliates who is selected by the Committee to participate in the Plan.

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1.24
Performance Period means the calendar year designated by the Committee pursuant to Section 3.1 of the Plan with respect to which the achievement of the performance goals is to be measured.
 
1.25
Plan means this NCR Corporation Economic Profit Plan.
 
1.26
Prorated Bonus Bank means, for a Participant described in Section 4.3, (a) the Participant’s Bonus Bank (adjusted as provided in Section 4.3(b)(i) and reduced by any distributions made or to be made pursuant to Section 4.3(a) and Section 4.3(b)(ii)) as of July 31 of the year following the year of the Participant’s termination of employment (b) multiplied by a fraction, (i) the numerator of which is the number of days in which the Participant was actively employed by the Company in the year in which the Participant’s employment with the Company terminates, and (ii) the denominator of which is 365, (c) multiplied by thirty-three percent (33%).

1.27
Retirement means termination of employment with the Company or a subsidiary or affiliate when a Participant is age 62 or older with at least 10 years of continuous service with the Company and its subsidiaries and affiliates for the period ending on the date of the Participant’s termination of employment (but excluding service with any entity whose stock or assets were acquired by the Company for the period prior to such acquisition).

1.28
Total Invested Capital means debt (long and short term), plus stockholders’ equity, adjusted to eliminate the after-tax impact of the current year impact of pension expense (benefit), to exclude the impact of non-operational adjustments as reported in the Company’s Annual Report on Form 10-K, and to exclude the impact of foreign currency exchange fluctuations as compared to foreign currency rates used to establish the Company’s current year plan.
 
1.29
Weighted Average Cost of Capital means the sum of (a) the product of (i) cost of equity and (ii) the weighted market value of the Company’s common shares outstanding and (b) the product of (i) the cost of debt and (ii) the weighted market value of the long-term debt and short-term debt, divided by (c) the sum of the weighted market value of common shares outstanding and the weighted market value of long-term debt and short-term debt.
 
ARTICLE II
 
Eligibility and Participation
 
The Committee shall, in its sole discretion, determine for each Performance Period those individuals who shall be Participants in the Plan for such Performance Period, subject to Section 4.1, no later than the earlier of 90 days after the beginning of each Performance Period or the expiration of twenty-five percent (25%) of such Performance Period. The Committee shall notify an individual that he or she is a Participant in the Plan for a Performance Period by providing such individual with an Award Statement for such Performance Period. Participation in the Plan by any Participant during any Performance Period shall not entitle a Participant to participation in the Plan during any subsequent Performance Period.

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ARTICLE III
 
Bonuses
 
3.1
Bonus Credit Awards.    For each Performance Period, a Participant will be eligible to earn a Bonus Credit, which will equal a specified percentage of Economic Profit for such Performance Period. The Committee shall, subject to Section 4.1, no later than the earlier of 90 days after the beginning of each Performance Period or the expiration of twenty-five percent (25%) of such Performance Period, (a) affirm the applicability of Economic Profit as the performance criterion for such Performance Period, and (b) determine the pre-established percentage of Economic Profit that each Participant will be eligible to earn as a Bonus Credit under the Plan, subject to the individual maximum amounts described in the final sentence of this Section 3.1. A Performance Period shall be determined by the Committee and set forth in each Participant’s Award Statement. The maximum percent of Economic Profit that may be earned by any Participant as a Bonus Credit for a particular Performance Period is five percent (5%).
 
3.2
Determination of Bonus Credit Amount.    Following the close of each Performance Period, the Committee will certify in writing as to the attainment of Economic Profit for the Performance Period. Once the amount of Economic Profit is determined as soon as reasonably practicable after the end of the Performance Period, a Bonus Credit shall be credited to a Participant’s Bonus Bank for the Performance Period, and the determination of the Committee will be final and binding. The Bonus Credit for any Participant for any Performance Period may be a negative number or a positive number. If the Bonus Credit is a positive number, the Participant’s Bonus Bank will be increased by the amount of such Bonus Credit; if the Bonus Credit is a negative number, the Bonus Bank will be decreased by the amount of such Bonus Credit, including a decrease such that the Participant’s overall Bonus Bank balance is negative. If a Participant’s overall Bonus Bank account balance is negative as of the date a Bonus would be paid under the Plan (as described below), no Bonus will be paid to such Participant under the Plan, but the Participant’s negative Bonus Bank shall not reduce the amount of other compensation payable to, or offset any amount otherwise due to, such Participant.
 
3.3
Discretionary Adjustment.    The Committee may not increase the pre-established percentage of Economic Profit that may be credited to any Participant’s Bonus Bank under the Plan for a Performance Period, but it retains the authority to reduce the Bonus Credit to be credited to a Participant’s Bonus Bank under the Plan for a Performance Period (provided that such authority to reduce a Bonus Credit does not apply to any Bonus Credits made pursuant to Article V). The Committee may establish factors to take into consideration in implementing its discretion, including, but not limited to, corporate or business unit performance against budgeted financial goals (e.g., operating income or revenue), achievement of non-financial goals, economic and relative performance considerations and assessments of individual performance.
 
3.4
Payment of Bonus.    Except as otherwise determined by the Committee and set forth in a Participant’s Award Statement, subject to a Participant’s continued employment through the

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date on which a Bonus is paid, a Participant will be paid in cash in a lump sum on each August 1 a Bonus in an amount equal to thirty-three percent (33%) of the Participant’s then-current Bonus Bank. Notwithstanding the foregoing, (a) if the Company’s Cash Flow From Operations for the year immediately preceding the year in which a Bonus would otherwise be paid (after accrual of any amounts earned under the Plan for such year) is not equal to or in excess of one percent (1%) of the Company’s total revenues for such prior year (the “Cash Flow Test”), no Bonus will be paid under the Plan for such year and the amount that otherwise would have been paid in such year shall continue to be included in the Participant’s Bonus Bank, without interest, and payable in accordance with the terms of the Plan and (b) if a Participant would receive payments of a Bonus or Bonuses under this Plan in excess of $10 million in the aggregate in any calendar year, the amount of the Bonus or Bonuses in excess of $10 million will not be paid under the Plan in such year and the amount in excess of $10 million that otherwise would have been paid in such year shall continue to be included in the Participant’s Bonus Bank, without interest, and payable in the future in accordance with the terms of the Plan. For the avoidance of doubt, the $10 million limitation in the immediately-preceding sentence does not apply to distributions made pursuant to Section 4.3, Section 4.4, or Article V.
ARTICLE IV
 
New Hires, Promotions and Terminations
 
4.1
New Participants During the Performance Period.    If an individual is newly hired or promoted during a Performance Period and is designated by the Committee to become a Participant for such Performance Period, he or she shall be eligible for a Bonus Credit under the Plan for the Performance Period, prorated for the portion of the Performance Period following the date of his or her designation to become a Participant in the Plan.
 
4.2
Termination of Employment.    Except as otherwise provided in Section 4.3, Section 4.4 or Article V, a Participant will immediately forfeit his or her entire Bonus Bank and any right to any future Bonus Credits upon a termination of employment for any reason.
 
4.3
Termination by the Company without Cause/By Participant for Good Reason or Retirement. If a Participant’s employment is terminated by the Company without Cause, or the Participant resigns for Good Reason or terminates employment by reason of Retirement, the following rules shall apply:

(a)
Grandfathered Bonus Bank. With respect to the Grandfathered Bonus Bank (if any), the Participant will be paid the Applicable Percentage of the Participant's Grandfathered Bonus Bank in four equal installments on each of the first four six-month anniversaries of the Participant's termination of employment. Any remaining portion of the Grandfathered Bonus Bank will be forfeited. Notwithstanding the foregoing, if the Cash Flow Test (as applied by reference to the definition of Cash Flow from Operations in effect on the Plan’s original effective date) is not met for the year immediately preceding the year in which any such termination occurs, the Participant's first installment payment will be delayed and will continue to be held in

7


the Participant's Bonus Bank, without interest, until the second installment payment is due, at which time the first and second installment payments will be paid to the Participant. The Participant's remaining installment payments will be made at the normal times set forth in this Section 4.3(a).

(b)
Additional Bonus Credit and Payments.

(i)
The Participant will be credited with (i) a Bonus Credit, if any, for any complete Performance Period during which the Participant participated in the Plan but for which the Participant has not yet received a Bonus Credit pursuant to Section 3.2 as of the date of his or her termination of employment with the Company, and (ii) a Bonus Credit pursuant to Section 3.2 for the year in which the Participant’s termination of employment occurs, to be credited at the same time Bonus Credits for such year are credited pursuant to Section 3.2.

(ii)
If the Participant’s termination of employment is before August 1 of the year of termination, the amount that would have been payable pursuant to Section 3.4 on August 1 of the year of termination shall be paid in the same manner as specified in Section 3.4 as if the Participant had remained actively employed by the Company (and, for the avoidance of doubt, such payment shall reduce the Grandfathered Bonus Bank).

(iii)
In addition, to the extent that the Participant’s Prorated Bonus Bank exceeds the amount (if any) payable to the Participant pursuant to Section 4.3(a), then the amount of such excess (if any) will be paid to the Participant in cash in a lump sum on August 1 of the year following the year in which the Participant’s termination of employment occurs, and any remaining portion of the Bonus Bank shall be forfeited. Notwithstanding the foregoing, if the Cash Flow Test is not met for the year immediately preceding the year in which any such termination occurs, the payment described in this Section 4.3(b)(iii) will be delayed and will continue to be held in the Participant's Bonus Bank, without interest, until the next-following August 1, at which time it will be paid to the Participant.
 
4.4
Death or Disability.    Upon a termination of employment by reason of the Participant’s death or Disability, the Participant will be credited with a Bonus Credit, if any, for any Performance Period or portion thereof during which the Participant participated in the Plan but for which the Participant has not yet received a credit through the end of the quarter in which the termination by reason of death or Disability occurs. Subject to Section 4.3(a) in the case of Disability (which payments shall offset the amount payable pursuant to this Section 4.4), the Participant will be paid in a cash lump sum the Participant’s entire Bonus Bank (with the amount of the Bonus Bank determined after the Participant’s Bonus Bank is credited with Bonus Credits pursuant to the immediately preceding sentence) as soon as reasonably practicable following the end of the calendar quarter in which the Participant’s

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death or Disability occurs (and in no event later than two and one-half months after the end of such calendar quarter).

ARTICLE V
 
Payment Upon Change in Control
 
Upon a Change in Control, each Participant will be credited with a Bonus Credit, if any, for any Performance Period or portion thereof during which such Participant participated in the Plan but for which such Participant has not yet received a credit through the effective date of the Change in Control. Notwithstanding any provision of the Plan to the contrary, each Participant will be paid in a lump sum within 30 days following the Change in Control the Participant’s entire Bonus Bank in cash (with the amount of the Bonus Bank determined after the Participant’s Bonus Bank is credited with Bonus Credits pursuant to the immediately preceding sentence); provided, however, that such payment shall be made upon the Change in Control only if such Change in Control also constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise be made at the times specified in Section 3.4 or Article IV, as applicable; provided, further that, with respect to any Participant (a) whose employment has terminated prior to the Change in Control and (b) who is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of the Participant’s “separation from service” (within the meaning of Section 409A of the Code), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under the Plan under this sentence during the six-month period immediately following the separation from service shall instead be paid on the first business day after the date that is six months following the separation from service or, if earlier, the Participant’s death.
 
ARTICLE VI
 
Restrictive Covenants
 
6.1
Bonus Credits and Bonus Bank Payments Subject to Compliance with Restrictive Covenants.    In exchange for the opportunity to participate in the Plan, the Participant will not, during employment with the Company and for a 12-month period after the Participant’s termination of employment (or if applicable law mandates a maximum time that is shorter than 12 months, then for a period of time equal to that shorter maximum period), regardless of the reason for the Participant’s termination, directly or through others, without the prior written consent of the Chief Executive Officer of the Company: (a) render services directly or indirectly to, or become employed by, any Competing Organization (as defined in this Article VI) to the extent such services or employment involves the development, manufacture, marketing, advertising, sale or servicing of any product, process, system or service which is the same or similar to, or competes with, a product, process, system or service manufactured, sold, serviced or otherwise provided by the Company, its subsidiaries or affiliates, to its customers and upon which the Participant worked or in which the Participant participated during the last two years of employment; (b) directly or indirectly

9


recruit, hire, solicit or induce, or attempt to induce, any exempt employee of the Company, its subsidiaries or affiliates, to terminate his or her employment with the Company, its subsidiaries or affiliates, or otherwise cease his or her relationship with the Company, its subsidiaries or affiliates; or (c) solicit the business of any firm or company with which the Participant worked during the preceding two years while employed by the Company, including customers of the Company, its subsidiaries or affiliates. If the Participant breaches the terms of this Section 6.1, Participant agrees that in addition to any liability Participant may have for damages arising from such breach, any outstanding Bonus Credits and any amounts in the Participant’s Bonus Bank (or to be credited to the Participant’s Bonus Bank) will be immediately forfeited, and Participant will repay to the Company any Bonus Bank payments made during the twelve months prior to the date of termination of employment.
 
6.2
Competing Organization.    As used in this Article VI, “Competing Organization” means an organization identified as a Competing Organization by the Chief Executive Officer of the Company for the year in which Participant’s employment with the Company terminates, and any other person or organization that is engaged in or about to become engaged in research on or development, production, marketing, leasing, selling or servicing of a product, process, system or service which is the same or similar to or competes with a product, process, system or service manufactured, sold, serviced or otherwise provided by the Company to its customers. The list of Competing Organizations identified by the Chief Executive Officer is maintained by the Company’s Law Department.
 
ARTICLE VII
 
Miscellaneous
 
7.1
Withholding Taxes.    The Company shall have the right to make payment of Bonus Credits net of any applicable federal, state and local taxes required to be withheld, or to require the Participant to pay such withholding taxes. If the Participant fails to make such tax payments as required, the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such withholding obligations.
 
7.2
Nontransferability.    No Bonus Credit may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, including assignment pursuant to a domestic relations order, during the time in which the requirement of continued employment or attainment of performance objectives has not been achieved. Each Bonus Credit shall be paid during the Participant’s lifetime only to the Participant, or, if permissible under applicable law, to the Participant’s legal representatives; provided, however, that a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and to receive any amounts payable under the Plan in the event of such Participant’s death. No Bonus Credit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, or torts of the Participant.

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7.3
Administration.    The Committee shall administer the Plan, interpret the terms of the Plan, amend and rescind rules relating to the Plan, and determine the rights and obligations of Participants under the Plan. The Committee may delegate any of its authority as it solely determines and for all purposes of the Plan such delegate shall be deemed to be the “Committee” for all purposes of the Plan. In administering the Plan, the Committee may at its option employ compensation consultants, accountants and counsel and other persons to assist or render advice to the Committee, all at the expense of the Company. Any determinations made by the Committee under the Plan shall be final, binding and conclusive on the Company, its affiliates, subsidiaries and their respective stockholders and each Participant in the Plan for all purposes. The provisions of the Plan are intended to ensure that all amounts paid hereunder qualify for the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code, and the Plan shall be interpreted and operated consistent with that intention.
 
7.4
Severability.    If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan, such provision will be stricken as to such jurisdiction, and the remainder of the Plan shall remain in full force and effect.
 
7.5
No Fund Created.    Bonuses shall be paid from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. Neither the Plan nor any Bonus Credit shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive a Bonus, such right shall be no greater than the right of any unsecured general creditor of the Company. For the avoidance of doubt, the Bonus Bank shall in no event be eligible to earn interest.
 
7.6
Employment at Will.    Neither the adoption of the Plan, eligibility of any person to participate, nor payment of an Bonus Credit to a Participant shall be construed to confer upon any person a right to be continued in the employ of the Company. The Company expressly reserves the right to discharge any Participant whenever in the sole discretion of the Company its interest may so require.
 
7.7
Amendment or Termination of the Plan.    The Committee reserves the right to amend, modify, suspend or terminate the Plan at any time, provided that no such amendment, modification, suspension or termination shall impair the rights of any Participant with respect to an outstanding Bonus Bank without his or her consent, except for amendments made to cause the Plan to comply with applicable law, stock exchange rules or accounting rules. The Committee may terminate the Plan (including by reason of the Committee’s determination not to designate a Performance Period pursuant to the terms and conditions of

11


Section 3.1 of the Plan), in which case Participants’ Bonus Bank account balances may be distributed in accordance with Treas. Reg. 1.409A-3(j)(4)(ix) promulgated under Section 409A of the Code.
 
7.8
Non-Exclusivity of Plan.    Neither the adoption of the Plan by the Board of Directors nor the submission of the Plan to stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board of Directors of the Company or the Committee to adopt such other incentive arrangements as either may deem desirable, including, without limitation, cash or equity-based compensation arrangements, either tied to performance or otherwise.
 
7.9
Dispute Resolution.    Any controversy or claim arising out of or related to this Plan or a Participant’s employment with the Company, its subsidiaries or affiliates, or the termination of that employment, shall be resolved by binding arbitration at the election of either the Participant or the Company; the obligation to arbitrate shall also extend to and encompass any claims that a Participant may have or assert against any Company employees, officers, directors or agents. The arbitration shall be pursuant to the then current rules of the American Arbitration Association and shall be held in New York City for employees residing or having a primary NCR business location in the United States; for employees residing or having a primary NCR business location outside the United States, where permitted by local law the arbitration shall be conducted in the regional headquarters city of the Participant’s NCR business organization pursuant to the rules of a reputable national or international arbitration organization. The arbitration shall be held before a single arbitrator who is an attorney. The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction. Issues of arbitrability shall be determined in accordance with the U.S. federal substantive and procedural laws relating to arbitration; in all other respects, this Plan shall be governed by the laws of the State of Georgia in the United States, without regard to its conflict-of-laws principles. Each party shall bear its own attorney fees associated with the arbitration; other costs, and the expenses of the arbitration, shall be borne as provided by the rules of the American Arbitration Association. If any portion of this Section 7.9 is held unenforceable, it shall be severed and shall not affect the duty to arbitrate nor any other part of this Section 7.9.
 
7.10
Section 409A.    It is intended that the Plan shall comply with Section 409A of the Code (and any regulations or other guidance issued thereunder) to the extent the Plan is subject thereto, provided that the Company shall have no liability for any taxes that may be imposed on the Participant by reason of the application of Section 409A of the Code. For the purposes of the Plan, “termination of employment” means the Participant ceases to be employed by the Company for any reason, provided that such cessation of employment constitutes a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding the foregoing provisions of the Plan, in the event that the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of the Participant’s “separation from service” (within the meaning of Section 409A of the Code), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under the Plan during the six-

12


month period immediately following the separation from service shall instead be paid on the first business day after the date that is six months following the separation from service. Each distribution under the Plan shall be treated as a separate payment for purposes of Section 409A of the Code. In no event shall the Participant, directly or indirectly, designate the calendar year in which Bonus Bank payments will be made. The Plan may be amended, without the consent of the Participant, in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A of the Code.
 
7.11
Compensation Recovery Policy.    Bonuses, Bonus Credits and Bonus Banks shall constitute “Covered Incentive Compensation” subject to the terms of the Company’s Compensation Recovery Policy, as the same may be in effect from time to time (the “Compensation Recovery Policy”). Accordingly, notwithstanding any other provision of the Plan to the contrary, a Participant may be required to forfeit or repay any or all of the Participant’s Bonuses, Bonus Credits and Bonus Bank pursuant to the terms of the Compensation Recovery Policy. Further, the Company may, to the extent permitted by law, enforce any repayment obligation pursuant to the Compensation Recovery Policy by reducing any amounts that may be owing from time-to-time by the Company to the Participant, whether as wages, severance, vacation pay or in the form of any other benefit or for any other reason, subject to Section 409A of the Code.

7.12
Overpayment.    In the event of the overpayment to or wrongful receipt of any amounts by a participant pursuant to this Plan, the Plan and the Company shall be entitled to recovery of such funds by remedies including, without limitation, the equitable remedy of constructive trust.

7.13
Successor to Company.    This Plan shall bind any successor of or to the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. The term “Company,” as used in this Plan, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Plan.
 
 
NCR CORPORATION
 
 
 
By:   /s/ Andrea L. Ledford                             
 
Andrea L. Ledford
 
SVP, Corporate Services and
 
Chief Human Resources Officer



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Q2201510-QExhibit103DirectorGrantStatement2

EXHIBIT 10.3

Exhibit B

2015 Director Restricted Stock Unit Grant Statement

Name of Grantee


Soc. Sec. #



Grant Date


No. of Restricted Stock Units



You have been awarded the above number of NCR Corporation (“NCR”) restricted stock units (the “Stock Units”) under the NCR Corporation 2013 Amended and Restated Stock Incentive Plan (the “Plan”), subject to the terms and conditions of this 2015 Director Restricted Stock Unit Grant Statement (this “Statement”), the Plan and the NCR Director Compensation Program (the "Program").

1.
The Stock Units will vest during the one (1) year period beginning on the date upon which you were granted the Stock Units (the “Grant Date”), in four (4) equal quarterly installments commencing three (3) months after the Grant Date, provided that you continuously serve as a Director of NCR until each quarterly vesting date. Notwithstanding the foregoing, if the Grant Date of your Stock Units is the date of an Annual Meeting of Stockholders, then, the fourth quarterly vesting will occur only if you continue to serve as a Director until the earlier of (a) the next Annual Meeting of Stockholders following the Grant Date, or (b) the first (1st) anniversary of the Grant Date.
2.
The Stock Units will become fully vested if, prior to the one (1) year anniversary of the Grant Date, you die at a time while serving as a Director of NCR.
3.
The vesting schedule will accelerate and the Stock Units will become fully vested if (1) a Change in Control (as defined in Section 10(b) of the Plan) occurs, and (2) you cease to serve as a Director of NCR within twenty-four (24) months of the effective date of the Change in Control for any reason other than your willful engaging in illegal conduct or gross misconduct, as determined by the affirmative vote of a majority of the entire membership of the Board of Directors of NCR. In the event that Stock Units become vested due to your cessation of service as a Director of NCR pursuant to this Section 3, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), such Stock Units shall be paid upon your "separation from service" within the meaning of Section 409A of the Code; provided, however, that if you are a "specified employee" as determined under NCR's policy for determining specified employees on the date of separation from service, such Stock Units shall be paid, to the extent required to comply with Section 409A of the Code, on the first business day after the date that is six months following your "separation from service" within the meaning of Section 409A of the Code.

1


4.
Except as otherwise provided pursuant to (1) a deferral election in effect under Article IV of the Program or (2) Section 3 of this Statement, when vested, the Stock Units will be paid to you in shares of NCR common stock, such that one Stock Unit equals one share of NCR common stock.
5.
Any cash dividends declared before the vesting dates on the shares underlying the Stock Units shall not be paid currently, but shall be converted to additional Stock Units, based on the fair market value of NCR common stock on the date the dividend is declared. Any Stock Units resulting from such conversion will be considered Stock Units for purposes of this Statement and will be subject to all of the terms, conditions and restrictions set forth herein.
6.
You may designate one or more beneficiaries to receive all or part of any shares underlying the Stock Units to be distributed in case of your death, and you may change or revoke such designation at any time. In the event of your death, any shares underlying the Stock Units distributable hereunder that are subject to such a designation will be distributed to such beneficiary or beneficiaries in accordance with this Statement. Any other shares underlying the Stock Units not designated by you will be distributable to your estate. If there shall be any question as to the legal right of any beneficiary to receive a distribution hereunder, the shares underlying the Stock Units in question may be transferred to your estate, in which event NCR will have no further liability to anyone with respect to such shares.
7.
The terms of this award of Stock Units as evidenced by this Statement may be amended by the NCR Board of Directors or the Compensation and Human Resource Committee of the NCR Board of Directors, provided that no such amendment shall impair your rights hereunder without your consent.
8.
In the event of a conflict between the terms and conditions of this Statement and the terms and conditions of the Plan, the terms and conditions of the Plan shall prevail.
 


2

Q2201510-QEx104BayerLetterpart1

EXHIBIT 10.4



July 30, 2015 (Revised)

Personal & Confidential

Mr. Michael B. Bayer
c/o NCR Corporation

Dear Michael,

We are pleased to present you with this revised offer to transfer to the U.S. as an employee of NCR Corporation effective March 1, 2015. This letter will summarize the key terms and conditions of your employment with NCR Corporation.

Employer (Legal Entity):

NCR Corporation (the ‘Company’)

Position:

Senior Vice President and President, Retail Solutions Division

Job Grade:

This position is a Grade 21

Reporting To:

Bill Nuti, Chairman of the Board, Chief Executive Officer and President – NCR Corporation

Business Unit:

NCR Retail Solutions Division

Office Location:

Duluth, Georgia Office


Mr. Michael B. Bayer
July 30, 2015
Page 2

Start Date:

Your U.S. employment shall commence on March 1, 2015 (your transfer date).

Base Salary:

Your annual base salary will be US$540,000, commencing on your Start Date. The U.S. Company operates on a bi-weekly pay schedule; you will be paid two weeks’ salary five days following the close of each pay cycle.

Management Incentive Plan:

You will continue to be eligible to participate in NCR's Management Incentive Plan (MIP) subject to the terms of the Plan. The Plan is an annual bonus program with a payout that varies based on NCR's results, your organization's results, and your individual performance; and is payable in the first calendar quarter following the plan year.

Your initial MIP target incentive opportunity will be 100% of your eligible earnings (with a maximum potential payout equal to three (3) times your target incentive opportunity), where the payout will be based on Retail Solutions’ achievement of its annual “Core Financial Measures” and certain MBOs that I will establish for you each plan year. You are also eligible for the Customer Success component of the MIP representing a target incentive opportunity equal to 10% of your eligible earnings (with a maximum potential payout equal to 10% of your eligible earnings which operates as a “make or miss” opportunity), where the payout will be linked to NCR’s overall achievement of our annual Customer Loyalty goals.

The MIP plan terms are subject to change from time to time, which will be determined at the discretion of the Compensation and Human Resource Committee of the NCR Board of Directors (hereinafter, the “Committee”). You must be a current NCR employee at the time of payment in order to be eligible to receive any bonus payout.

Long Term Incentive (LTI) Equity Awards:

You will continue to be eligible to participate in NCR’s Annual LTI equity award program that typically occurs in February each year. Your 2015 Annual LTI equity award was approved by the Committee with a total grant value of $1,500,000, which will be granted in a combination of NCR Time-Based and Performance-Based RSUs. You must be a current employee of NCR on the Grant Date in order to be eligible to receive any NCR LTI equity award.






Mr. Michael B. Bayer
July 30, 2015
Page 3

Economic Profit Plan:

Effective for the 2015 performance year, you will participate in NCR’s Economic Profit Plan (“EPP”), which provides the opportunity for you to participate in a portion of the Economic Profit created by NCR annually through a banking concept, where 33% of your EPP Bonus Bank, becomes payable in cash in August of the following year so long as you remain employed by NCR at the time of the EPP payout.

The EPP is designed to strengthen the link between the management team and sustainable creation of stockholder value. Your initial EPP participation for 2015 will be a 0.65% Carried Interest in our Economic Profit, representing a projected EPP Bonus Bank Credit Award of $1,500,000. Any EPP Bonus Bank Credit and any subsequent payout are governed by the terms of the EPP plan document and are subject to the Committee’s discretion.

Change-In-Control Severance Plan:

You will continue to participate in NCR’s Change in Control (CIC) Severance Plan with a “Tier II” benefit level. Subject to the terms and conditions of the CIC plan, in the event of a qualified termination of employment following a Change-In-Control event (as defined in the plan), you will receive a severance benefit equal to two (2) times the sum of your annual base salary and annual target bonus (as defined in the plan). This plan is subject to amendment or termination by NCR in accordance with the terms of the plan.

Executive Severance Benefits (not related to a CIC event):

As a Senior Vice President, you will continue to be eligible for NCR’s Executive Severance Plan. The severance plan provides certain benefits in the event that your employment is involuntarily terminated by NCR other than for “Cause” (as defined in the Plan).

In the event of a qualified termination of employment, you will receive a cash severance payment equal to one (1) times the sum of your of your annual base salary and target bonus (as defined in the plan), payment of COBRA premiums for up to eighteen (18) months after the termination date, and Executive Outplacement Services.

In order to receive these severance benefits you are required to execute a general release of all claims in a format acceptable to NCR. These severance benefits will be provided to you under the terms of the plan, which is subject to amendment or termination by NCR in accordance with the terms of the plan.




Mr. Michael B. Bayer
July 30, 2015
Page 4

Executive Medical and Financial Planning Allowance:

Subject to NCR’s continuation of these programs, you will continue to be eligible to participate in the annual Executive Medical Exam Program and the annual Executive Financial Planning Program. The Executive Medical Exam Program currently provides up to US$5,000 on an annual basis for progressive, diagnostic analysis by NCR’s provider of choice.

The Executive Financial Planning Program currently provides an annual payment of US$12,000, less applicable taxes, to be used for an executive’s individual financial planning needs. Each program is subject to amendment or termination by the Committee.

Executive Relocation Program:

You will be eligible for NCR’s Executive International Relocation Program, which includes the benefits outlined on the attached "Relocation Plan Summary" document. Further, as agreed NCR will provide you with supplemental relocation benefits not to exceed US$100,000 total (before tax assistance) to cover the following relocation costs: (i) furnished housing in Atlanta, Georgia for up to one year after your transfer date (including utilities and parking), (ii) short-term car rental after your arrival in Atlanta to give you sufficient time for you to purchase a car, and (iii) round-trip air travel (business-class) for you and your family to travel to/from the United States one time during the one year period after your transfer date.

A Weichert Executive Relocation Counselor will be in contact with you to assist you with your personal relocation needs.

Vacation/Holidays:

Under NCR's vacation policy you are entitled to receive paid vacation days and holidays. Eligible vacation is based on grade level or years of NCR service, whichever provides the greater benefit.

NCR also provides six (6) Floating Holidays, which can be used at any time during the year while recognizing customer and business needs. In the first year of hire, the number of available floating holidays is prorated.

Additionally, NCR recognizes the following six (6) days as paid holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Other Terms and Conditions of Employment:

These terms and conditions of your transfer to the U.S. are contingent upon your acceptance of the conditions of employment outlined in this offer letter.

Mr. Michael B. Bayer
July 30, 2015
Page 5

In addition, the terms and conditions of your transfer to the U.S. are contingent upon your agreement to certain restrictive convents concerning non-competition, non-customer-solicitation and non-recruitment/hiring, where such provisions are enforceable by law.

This letter supersedes and completely replaces any prior oral or written communication concerning the subject matters addressed in this letter. This letter is not an employment contract, and should not be construed or interpreted as containing any guarantee of continued employment or employment for a specific term.

If you have any questions about this offer or wish to discuss the role further, please do not hesitate to contact either Andrea Ledford or myself at any time.

Sincerely,

/s/ Bill Nuti

Bill Nuti
Chairman of the Board,
Chief Executive Officer and President
NCR Corporation

Copy to:    Andrea Ledford, SVP – Corporate Services and Chief Human Resources Officer

Mr. Michael B. Bayer
July 30, 2015
Page 6


Accepting this Offer of Employment:

By accepting and signing NCR's offer of employment and transfer to the U.S. company, you certify to NCR that you are not subject to a non-competition agreement with any company or to any other post-employment restrictive covenants that would preclude or restrict you from performing the NCR position being offered in this letter. We also advise you of NCR's strong policy of respecting the intellectual property rights of other companies. You should not bring with you to your NCR position any documents or materials designated as confidential, proprietary or trade secret by another company, nor in any other way disclose trade secret information while employed by NCR.

You further acknowledge that this employment letter and the Non-Competition Agreement and Related Covenants documents reflect the general description of the terms and conditions of your employment with NCR, and is not a contract of employment for any definite duration of time. The employment relationship with NCR is by mutual consent ("Employment at Will"). This means either you or NCR have the right to discontinue the employment relationship with or without cause at any time and for any reason.

I have read the foregoing information relative to NCR's conditions of employment and understand that my employment offer is conditioned upon their satisfaction.

I accept:

/s/ Michael B. Bayer

_______________________________________________________
Mr. Michael B. Bayer

July 30, 2015
_______________________
Date


I confirm my start date (transfer date) to be March 1, 2015.





NCR Executive International Relocation Program Summary


Lump Sum Payment
A one-time US$16,000 net lump sum payment will be provided to cover: temporary living, final move trip meals and other miscellaneous expenses.

Household Goods
Weichert Relocation will coordinate the shipment of your household goods (packing, loading and unloading). Household goods are defined as those articles normally part of a family’s possessions such as furniture and clothing. Certain items such as high value, large collections or excessively heavy items may not be covered and should be discussed with your relocation counselor. The allowance for household goods shipment is based on the family size relocating. For a single employee or employee plus spouse the allowance is a D container size shipped via air plus a 20’ container shipped by sea. For an employee plus family the allowance is an LDN container size shipped by air plus a 40’ container shipped by sea. Other provisions include: in transit insurance, and storage of household goods for up to 60 days.

Immigration Support
Immigration support for work permit/visa applications for employee and eligible accompanying dependents will be provided through NCR’s preferred immigration consultant(s).

Home Sale Expenses
Reimbursement for customary closing costs, legal fees, and commission which are standard and customary for each market. To be eligible for assistance, you must use the Weichert Relocation broker program and select one of the referred real estate agents.

Destination Home Purchase Assistance

You will receive 2% of new home loan amount, reasonable and customary closing costs up to U.S. $12,000. Closing cost reimbursements are typically subject to federal, state and local taxes. Loan origination fees/discount points may be deductible on your individual tax return.

Final Move Expenses
Final move expenses covered include: airfare from home country, via most direct route, to the relocating destination. In addition, lodging en route for layover and transportation expenses to/from the airport.


This is a summary of the relocation plan being offered. If a provision described in this summary differs from the provision of the applicable plan document, the plan document prevails.




March 2015

SECTION 302 CEO CERTIFICATION - 6.30.2015


Exhibit 31.1
CERTIFICATION

I, William Nuti, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of NCR Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
July 31, 2015
 
/s/ William Nuti
 
 
 
William Nuti
 
 
 
Chairman of the Board, Chief Executive Officer and President



SECTION 302 CFO CERTIFICATION - 6.30.2015


Exhibit 31.2
CERTIFICATION

I, Robert Fishman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of NCR Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
July 31, 2015
 
/s/ Robert Fishman
 
 
 
Robert Fishman
 
 
 
Senior Vice President and Chief Financial Officer



SECTION 906 CEO AND CFO CERTIFICATION - 6.30.2015


Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of NCR Corporation, a Maryland corporation (the “Company”) for the period ending June 30, 2015 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company does hereby certify, pursuant to 18 U.S.C. § 1350 (section 906 of the Sarbanes-Oxley Act of 2002), that:
(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.
The foregoing certification (i) is given to such officers’ knowledge, based upon such officers’ investigation as such officers reasonably deem appropriate; and (ii) is being furnished solely pursuant to 18 U.S.C. § 1350 (section 906 of the Sarbanes-Oxley Act of 2002) and is not being filed as part of the Report or as a separate disclosure document.

Dated:
July 31, 2015
 
/s/ William Nuti
 
 
 
William Nuti
 
 
 
Chairman of the Board, Chief Executive Officer and President

Dated:
July 31, 2015
 
/s/ Robert Fishman
 
 
 
Robert Fishman
 
 
 
Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to NCR Corporation and will be retained by NCR Corporation and furnished to the United States Securities and Exchange Commission or its staff upon request.