Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

         
FORM 8-K
 

         
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 9, 2017
 

        
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NCR CORPORATION
(Exact name of registrant as specified in its charter)
 

        
 
Commission File Number 001-00395
 
 
 
 
Maryland
 
31-0387920
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
3097 Satellite Boulevard
Duluth, Georgia 30096
(Address of principal executive offices and zip code)
 
Registrant's telephone number, including area code: (937) 445-5000
 
N/A
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 









Item 2.02.     Results of Operations and Financial Condition.

On February 9, 2017, the Company issued a press release setting forth its fourth quarter 2016 financial results along with its fiscal year 2017 financial outlook and its first quarter 2017 financial outlook. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 7.01.     Regulation FD Disclosure.

On February 9, 2017, the Company will hold its previously announced conference call to discuss its fourth quarter 2016 results, its fiscal year 2017 financial outlook and its first quarter 2017 financial outlook. A copy of supplementary materials that will be referred to in the conference call, and which were posted to the Company’s website, is attached hereto as Exhibit 99.2.


Item 9.01        Financial Statements and Exhibits.

(d)    Exhibits:

The following exhibits are attached with this current report on Form 8-K:

Exhibit No.
Description
99.1
Press Release issued by the Company, dated February 9, 2017
99.2
Supplemental materials, dated February 9, 2017

            
                        
                    



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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 hereunto duly authorized.
 
 
 
 
NCR Corporation
 
 
By:
 
/s/ Robert Fishman
 
 
Robert Fishman
 
 
Executive Vice President and Chief Financial Officer
Date: February 9, 2017










































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Index to Exhibits
The following exhibits are attached with this current report on Form 8-K:

Exhibit No.            Description            
99.1                Press Release issued by the Company, dated February 9, 2017
99.2                Supplemental materials, dated February 9, 2017


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Exhibit



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NEWS RELEASE


February 9, 2017         

NCR Announces Fourth Quarter and Full Year 2016 Results

DULUTH, Ga. - NCR Corporation (NYSE: NCR) reported financial results today for the three months and twelve months ended December 31, 2016. Fourth quarter and full year highlights include:

Fourth quarter revenue of $1.80 billion, up 7% as reported and up 14% excluding FX and the IPS divestiture; Unfavorable FX impact was $25 million higher than expected
Fourth quarter software revenue up 9%, software license growth of 21% and cloud growth of 10%; Full year net annual contract value for cloud, a leading indicator of future cloud revenue, of $70 million, up 79% from $39 million in the prior year
Fourth quarter GAAP diluted EPS of $0.43, up from $0.27 in the prior year, an increase of 59%; Fourth quarter non-GAAP diluted EPS of $1.07, up from $0.89 in the prior year, an increase of 30% constant currency; Unfavorable FX impact was $0.07 higher than expected
Full year cash flow from operations of $894 million, and free cash flow of $628 million versus free cash flow guidance of $425 to $475 million
$300 million share repurchase planned for 2017; approximately $70 million completed year-to-date
2017 guidance announced; Revenue growth of 1% to 3% as reported and 5% to 7% excluding FX and the IPS divestiture; GAAP diluted EPS growth of 42% to 49%; Non-GAAP diluted EPS growth of 9% to 12% constant currency; free cash flow conversion rate of 95% to 100%

“Continued fourth-quarter momentum led to a highly successful 2016 and ability to exceed revenue, earnings, and free cash flow expectations," said Chairman and CEO Bill Nuti. “We were pleased with our top-line growth in every business, but especially in Software, where revenues continue to expand, particularly for our cloud and software license offerings. Hardware experienced another very strong quarter from ongoing demand for our Self-Checkout and A/ITM edge platforms that deliver channel transformation solutions.  Overall, our global omni-channel leadership resulted in strong financial results throughout 2016, and our consistent performance speaks to the value we provide customers as they transform their businesses to effectively compete in the rapidly developing digital economy. We enter 2017 with a focus on maintaining our high level of execution, continuing to enable customer success, and further expanding our omni-channel leadership via investment in innovation. Also, based on our confidence in free cash flow generation, we are pleased to announce our intention to repurchase $300 million of shares in 2017.”

In this release, we use certain performance metrics as well as certain non-GAAP measures, including presenting certain measures on a constant currency and adjusted constant currency basis. The performance metrics include net annual contract value, and the non-GAAP measures include free cash flow and others with the words “non-GAAP” or “adjusted” in their titles. The performance metrics are listed and described, and the non-GAAP measures are listed, described and reconciled to their most directly comparable GAAP measures, under the heading “Performance Metrics and Non-GAAP Financial Measures” later in this release. Additionally, effective January 1, 2016, NCR began management of its business on a solution basis, changing from the previous model of management on a line of business basis, which resulted in a corresponding change to our reportable segments. Prior results have been recast under the new segment model for comparison purposes.







Fourth Quarter 2016 Operating Results

Revenue
Fourth quarter revenue of $1.80 billion was up 7% year-over-year. On an adjusted constant currency basis, fourth quarter revenue was up 14%. Foreign currency fluctuations and the IPS divestiture had an unfavorable impact on the revenue comparison of 1% and 6%, respectively.

The following table shows the revenue by segment for the fourth quarter:
 
Fourth Quarter
$ in millions
2016
 
2015
 
% Change
 
% Change Adjusted Constant Currency
    Software License
$
103


$
85


21
%

22
%
    Software Maintenance
96


91


5
%

6
%
    Cloud
147


134


10
%

9
%
    Professional Services
156

 
149

 
5
%
 
5
%
Software Revenue
$
502

 
$
459

 
9
%
 
10
%
 
 
 
 
 
 
 
 
 Services Revenue
$
598

 
$
590

 
1
%
 
3
%
 
 
 
 
 
 
 
 
    ATM
$
385

 
$
307

 
25
%
 
29
%
    SCO
132

 
55

 
140
%
 
140
%
    POS
177

 
179

 
(1
%)
 
(1
%)
    IPS
8

 
90

 
(91
%)
 
(5
%)
Hardware Revenue
$
702

 
$
631

 
11
%
 
30
%
 
 
 
 
 
 
 
 
Total Revenue
$
1,802

 
$
1,680

 
7
%
 
14
%

Gross Margin
Fourth quarter gross margin of $479 million increased 1% from $476 million. Fourth quarter gross margin (non-GAAP) of $530 million increased 4% from $512 million. The increases were primarily due to higher revenue.

Expenses
Fourth quarter operating expenses of $333 million decreased from $338 million. Fourth quarter operating expenses (non-GAAP) of $266 million increased from $252 million. Operating expenses decreased as a percentage of revenue.

Operating Income
Fourth quarter operating income of $146 million increased 6% from $138 million. Fourth quarter operating income (non-GAAP) of $264 million increased 2% from $260 million. During the fourth quarter of 2016, we recorded the annual pension mark-to-market adjustment which was $85 million compared to $29 million in the prior year.

Other (Expense)
Fourth quarter other (expense) of $57 million decreased (33)% from $85 million, primarily due to the $34 million loss on the sale of the IPS business recorded in the fourth quarter of 2015. Fourth quarter other (expense) (non-GAAP) of $56 million increased 10% from $51 million, primarily due to foreign currency losses from a devaluation of the Egyptian pound recorded in the fourth quarter of 2016.


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Income Tax Expense
Fourth quarter income tax expense of $17 million increased from $5 million due to a less favorable mix of earnings partially offset by an increase in discrete tax benefits. Fourth quarter income tax expense (non-GAAP) of $36 million decreased from $53 million due to an increase in discrete tax benefits.

Net Income from Continuing Operations Attributable to NCR
Fourth quarter net income from continuing operations attributable to NCR of $68 million increased from $48 million. Fourth quarter net income from continuing operations attributable to NCR (non-GAAP) of $168 million increased from $156 million.

Cash Flow
Fourth quarter cash provided by operating activities of $525 million increased from $265 million. Free cash flow was $449 million in the fourth quarter of 2016 as compared to $184 million in the fourth quarter of 2015. The increases were driven by higher operating income and working capital improvements.

Full Year 2016 Operating Results

Full year 2016 revenue of $6.54 billion was up 3% from 2015. On an adjusted constant currency basis, full year 2016 revenue was up 7%. Foreign currency fluctuations and the IPS divestiture had an unfavorable impact on the full year revenue comparison of 1% and 3%, respectively.

Full year 2016 GAAP diluted EPS of $1.80 was up from $(0.94) in 2015. Full year 2016 diluted EPS (non-GAAP) of $3.02 was up from $2.76, or an increase of 15%, on a constant currency basis. Foreign currency fluctuations had an unfavorable impact on the full year diluted EPS comparison of $0.14.

Full year 2016 cash provided by operating activities of $894 million increased from $681 million. Full year 2016 free cash flow was $628 million in 2016 up from $409 million. The increases were driven by higher operating income and working capital improvements.

Share Repurchase Programs

During 2017, NCR plans to repurchase approximately $300 million of its common stock under its previously authorized share repurchase programs. NCR has repurchased shares of its common stock for approximately $70 million through the date of this release. Any share repurchases will be made by NCR in compliance with, and at such times as permitted by, federal securities laws and may be suspended or discontinued at any time.


2017 Outlook

In 2017, our revenue is expected to be $6.60 billion to $6.72 billion, up 1% to 3% as reported and 5% to 7% adjusted constant currency. Our GAAP diluted earnings per share is expected to be $2.56 to $2.69, up 42% to 49%, and our non-GAAP diluted earnings per share is expected to be $3.25 to $3.35, up 9% to 12% constant currency. Net cash provided by operating activities is expected to be $805 million to $830 million and free cash flow is expected to be $500 million to $525 million, or approximately 95% to 100% of non-GAAP net income. The 2017 guidance includes expected foreign currency headwinds of $95 million in revenue and $0.03 in diluted earnings per share. The 2017 guidance also excludes approximately $143 million of IPS revenue from 2016.

For the first quarter of 2017, revenue is expected to be $1.45 billion to $1.47 billion, GAAP diluted earnings per share is expected to be $0.17 to $0.25, and non-GAAP diluted earnings per share is expected to be $0.43 to $0.48. The first quarter 2017 guidance includes expected foreign currency headwinds of $17 million in revenue and $0.03 in diluted earnings per share.


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NCR will provide additional information regarding its 2017 guidance during its fourth quarter earnings conference call and webcast.

2016 Fourth Quarter Earnings Conference Call

A conference call is scheduled for today at 4:30 p.m. (EDT) to discuss the fourth quarter 2016 results and guidance for first quarter and full-year 2017. Access to the conference call and accompanying slides, as well as a replay of the call, are available on NCR's web site at http://investor.ncr.com/. Additionally, the live call can be accessed by dialing 888-820-9413 and entering the participant passcode 5508697.

More information on NCR’s Q4 2016 earnings, including additional financial information and analysis, is available on NCR’s Investor Relations website at http://investor.ncr.com/.
 
About NCR Corporation

NCR Corporation (NYSE: NCR) is the global leader in omni-channel solutions, turning everyday interactions with businesses into exceptional experiences. With its software, hardware, and portfolio of services, NCR enables nearly 550 million transactions daily across the financial, retail, hospitality, travel, telecom and technology industries. NCR solutions run the everyday transactions that make your life easier.
 
NCR is headquartered in Duluth, Georgia with over 32,000 employees and does business in 180 countries. NCR is a trademark of NCR Corporation in the United States and other countries. NCR encourages investors to visit its web site which is updated regularly with financial and other important information about NCR.
 
Web site: www.ncr.com
Twitter: @NCRCorporation
Facebook: www.facebook.com/ncrcorp
LinkedIn: http://linkd.in/ncrgroup
YouTube: www.youtube.com/user/ncrcorporation

News Media Contact
Scott Sykes
NCR Corporation
212.589.8428
scott.sykes@ncr.com

Investor Contact
Michael Nelson
NCR Corporation
678.808.6995
michael.nelson@ncr.com

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Note to Investors This release contains forward-looking statements. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” "plan" “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. The forward-looking statements in this release include statements about NCR's future cloud revenue and indicators of future cloud revenue; NCR's plans for additional share repurchases in 2017; continued expansion of Software revenue, including for cloud and software license offerings; NCR's momentum entering 2017 and NCR’s areas of strategic focus for 2017; and NCR's full-year and first quarter financial guidance and outlook (including the section entitled "2017 Outlook") and the expected type and magnitude of the non-operational adjustments included in any forward-looking non-GAAP measures. 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, those resulting from uncertainty in the Chinese economy, economic sanctions against Russia, the determination by Britain to exit the European Union and further potential changes in Eurozone participation, the potential for changes to global or regional trade agreements or the imposition of protectionist trade policies, and the imposition of import or export tariffs or border adjustments; the impact of our indebtedness and its terms on our financial and operating activities; the impact of the terms of our strategic relationship with Blackstone and our Series A Convertible Preferred Stock; the transformation of our business model and our ability to sell higher-margin software and services; the possibility of disruptions in or problems with our data center hosting facilities; cybersecurity risks and compliance with data privacy and protection requirements; foreign currency fluctuations; our ability to successfully introduce new solutions and compete in the information technology industry; our ability to improve execution in our sales and services organizations; defects or errors in our products; manufacturing disruptions; collectability difficulties in subcontracting relationships in Emerging Industries; the historical seasonality of our sales; the availability and success of acquisitions, divestitures and alliances, including the divestiture of our Interactive Printer Solutions business; our pension strategy and underfunded pension obligation; the success of our restructuring plans and cost reduction initiatives; 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.

Performance Metrics and Non-GAAP Financial Measures

Performance Metrics. The term “net annual contract value” or “net ACV” for any particular period means NCR’s net bookings for cloud revenue during the period, and is calculated as twelve months of expected subscription revenues under new cloud contracts during such period less twelve months of subscription revenues under cloud contracts that expired or were terminated during such period.
 
Non-GAAP Financial Measures. While NCR reports its results in accordance with Generally Accepted Accounting Principles in the United States, or GAAP, in this release NCR also uses the non-GAAP measures listed and described below.

Diluted EPS (non-GAAP), Gross Margin (non-GAAP), Operating Expenses (non-GAAP), Operating Income (non-GAAP), Other (Expense) (non-GAAP), Income Tax Expense (non-GAAP), and Net Income Attributable to Continuing Operations (non-GAAP). NCR’s diluted earnings per share (non-GAAP), gross margin (non-GAAP), operating expenses (non-GAAP), operating income (non-GAAP), other (expense) (non-GAAP), income tax expense (non-GAAP), and net income attributable to continuing operations (non-GAAP) are determined by excluding pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition related intangibles, from NCR’s GAAP earnings per share, gross margin, expenses, income (loss) from operations, other (expense), income tax expense and net income attributable to continuing operations, respectively.

Due to the non-operational nature of these pension and other special items, NCR's management uses these non-GAAP measures to evaluate year-over-year operating performance. NCR also uses operating income (non-GAAP) and diluted EPS (non-GAAP), to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. NCR believes these measures are useful for investors because they provide a more complete understanding of NCR's underlying operational performance, as well as consistency and comparability with NCR's past reports of financial results.

Free Cash Flow and Free Cash Flow Conversion Rate. NCR defines free cash flow as net cash provided by/used in operating activities and cash flow provided by/used in discontinued operations less capital expenditures for property, plant and equipment, additions to capitalized software, discretionary pension contributions and pension settlements. NCR's management uses free cash flow to assess the financial performance of the Company and believes it is useful for investors because it relates the operating cash flow of the

5



Company to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash generated after capital expenditures which can be used for, among other things, investment in the Company's existing businesses, strategic acquisitions, strengthening the Company's balance sheet, repurchase of Company stock and repayment of the Company's debt obligations. Free cash flow does not represent the residual cash flow available for discretionary expenditures since there may be other nondiscretionary expenditures that are not deducted from the measure. NCR also describes the measure free cash flow conversion rate, which is calculated as free cash flow divided by non-GAAP net income. NCR’s management targets an annual free cash flow conversion rate at or above the range described in this release because management believes that a conversion rate at or above that range represents the efficient conversion of non-GAAP net income to free cash flow for its business. Free cash flow and free cash flow conversion do not have uniform definitions under GAAP and, therefore, NCR's definitions may differ from other companies' definitions of these measures.

Constant Currency, IPS Divestiture and Adjusted Constant Currency. NCR presents certain financial measures, such as period-over-period revenue growth, on a constant currency basis, which excludes the effects of foreign currency translation by translating prior period results at current period monthly average exchange rates. Due to the overall variability of foreign exchange rates from period to period, NCR’s management uses constant currency measures to evaluate period-over-period operating performance on a more consistent and comparable basis. NCR also presents certain financial measures on an adjusted constant currency basis, which excludes both the effects of foreign currency translation, as described above, and the results of NCR’s Interactive Printer Solutions (IPS) business for the comparable prior period after completion of the sale of the business (which results were previously included in NCR’s Hardware segment). NCR completed the sale of all but the Middle East and Africa assets of its Interactive Printer Solutions (IPS) division to Atlas Holdings LLC on May 27, 2016. NCR’s management believes that presentation of financial measures without these results is more representative of the company's period-over-period operating performance, and provides additional insight into historical and/or future performance, which may be helpful for investors.

NCR's definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. These non-GAAP measures are reconciled to their most directly comparable GAAP measures in the tables below or, in the case of quarterly free cash flow, in the body of this release.

Reconciliation of Gross Margin (GAAP) to Gross Margin (non-GAAP)
$ in millions
Q4 2016
 
Q4 2015
Gross Margin (GAAP)
$
479

 
$
476

Restructuring/Transformation Costs

 
9

Acquisition-related amortization of intangibles
13

 
16

Pension mark-to-market adjustments
38

 
11

Operating Gross Margin (Non-GAAP)
$
530

 
$
512


Reconciliation of Operating Expenses (GAAP) to Operating Expenses (non-GAAP)
$ in millions
Q4 2016
 
Q4 2015
Operating Expenses (GAAP)
$
333

 
$
338

Restructuring/Transformation Costs
(3
)
 
(29
)
Acquisition-related amortization of intangibles
(15
)
 
(15
)
Acquisition-related costs
(2
)
 
(4
)
Loss on terminated contract receivable

 
(20
)
Pension mark-to-market adjustments
(47
)
 
(18
)
Operating Expenses (Non-GAAP)
$
266

 
$
252



6



Reconciliation of Income from Operations (GAAP) to Operating Income (non-GAAP)
$ in millions
Q4 2016
 
Q4 2015
Income from Operations (GAAP)
$
146

 
$
138

Restructuring/Transformation Costs
3

 
38

Acquisition-related costs
2

 
4

Acquisition-related amortization of intangibles
28

 
31

Loss on terminated contract receivable

 
20

Pension mark-to-market adjustments
85

 
29

Operating Income (Non-GAAP)
$
264

 
$
260


Reconciliation of Other (Expense) (GAAP) to Other (Expense) (non-GAAP)
$ in millions
Q4 2016
 
Q4 2015
Other (Expense) (GAAP)
$
(57
)
 
$
(85
)
Divestiture and liquidation losses
1

 
34

Other (Expense) (Non-GAAP)
$
(56
)
 
$
(51
)

Reconciliation of Income Tax Expense (GAAP) to Income Tax Expense (non-GAAP)
$ in millions
Q4 2016
 
Q4 2015
Income Tax Expense (GAAP)
$
17

 
$
5

Restructuring/Transformation Costs
2

 
14

Acquisition-related costs

 
1

Acquisition-related amortization of intangibles
9

 
10

Loss on terminated contract receivable

 
7

Divestiture and liquidation losses
1

 
5

Pension mark-to-market adjustments
7

 
11

Income Tax Expense (Non-GAAP)
$
36

 
$
53


Reconciliation of Net Income from Continuing Operations Attributable to NCR (GAAP) to
Net Income from Continuing Operations Attributable to NCR (non-GAAP)
$ in millions
Q4 2016
 
Q4 2015
Net Income from Continuing Operations Attributable to NCR (GAAP)
$
68

 
$
48

Restructuring/Transformation Costs
1

 
24

Acquisition-related costs
2

 
3

Acquisition-related amortization of intangibles
19

 
21

Divestiture and liquidation losses

 
29

Loss on terminated contract receivable

 
13

Pension mark-to-market adjustments
$
78

 
$
18

Net Income from Continuing Operations Attributable to NCR (Non-GAAP)
$
168

 
$
156



7



Reconciliation of Diluted Earnings Per Share (GAAP) to Non-GAAP Diluted Earnings Per Share (non-GAAP)

Q4 2016 Actual

Q4 2015 Actual

2016 Actual
 
2015 Actual
 
Q1 2017 Guidance (2)
 
2017 Guidance (2)
Diluted Earnings Per Share (GAAP) (1)
$
0.43


$
0.27


$
1.80

 
$
(0.94
)
 
$0.17 - $0.25

 
$2.56 - $2.69

Restructuring/Transformation Costs
0.01


0.14


0.13

 
0.29

 
$0.10 - $0.13

 
$0.15 - $0.18

Acquisition-related amortization of intangibles
0.12

 
0.12

 
0.53

 
0.49

 
0.12

 
0.48

Acquisition-related costs
0.01


0.02


0.03

 
0.05

 
0.01

 
0.03

Loss on terminated contract receivable


0.07



 
0.08

 

 

Divestiture and liquidation losses

 
0.17

 
0.03

 
0.17

 

 

Pension mark-to-market adjustments
0.50

 
0.10

 
0.50

 
2.58

 

 

Diluted Earnings Per Share (non-GAAP) (1)
$
1.07


$
0.89


$
3.02

 
$
2.76

 
$0.43 - $0.48

 
$3.25 - $3.35


(1)  
GAAP and non-GAAP diluted EPS are determined using the most dilutive measure, either including the impact of dividends on the Company's Series A Convertible Preferred Stock in the calculation of net income or loss available to common stockholders or including the impact of the conversion of the Series A Convertible Preferred Stock into common stock in the calculation of the weighted average diluted shares outstanding. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile.
(2) 
Except for the adjustments noted herein, this guidance does not include the effects of any future acquisitions/divestitures, restructuring activities, pension mark-to-market adjustments, taxes or other events, which are difficult to predict and which may or may not be significant. The diluted earnings per share (GAAP) guidance has been updated to include the expected impact of divestitures and liquidation losses.


Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (non-GAAP)
$ in millions
Q4 2016 Actual
 
Q4 2015 Actual
 
2016 Actual
 
2015 Actual
 
2017 Guidance
Net cash provided by operating activities
$
525

 
$
265

 
$
894

 
$
681

 
$805 - $830
Total capital expenditures
(67
)
 
(65
)
 
(227
)
 
(229
)
 
(285)*
Net cash used in discontinued operations
(9
)
 
(16
)
 
(39
)
 
(43
)
 
(20)
Free cash flow
$
449

 
$
184

 
$
628

 
$
409

 
$500 - $525

* Note: The total capital expenditures of $285 million in 2017 includes $70 million related to the new world headquarters in Atlanta, Georgia. This $70 million is offset by $45 million of expected reimbursements by the lessor included in net cash provided by operating activities.

Reconciliation of Revenue Growth % (GAAP) to
Revenue Growth Adjusted Constant Currency % (non-GAAP)
 
Three months ended December 31, 2016

Revenue Growth % (GAAP)
 
Favorable (unfavorable) FX impact
 
Divestiture impact
 
Revenue Growth Adjusted Constant Currency %
(non-GAAP)
   Software License
21%
 
(1)%
 
—%
 
22%
   Software Maintenance
5%
 
(1)%
 
—%
 
6%
   Cloud
10%
 
1%
 
—%
 
9%
   Professional Services
5%
 
—%
 
—%
 
5%
Software
9%
 
(1)%
 
—%
 
10%
Services
1%
 
(2)%
 
—%
 
3%
   ATMs
25%
 
(4)%
 
—%
 
29%
   SCO
140%
 
—%
 
—%
 
140%
   POS
(1)%
 
—%
 
—%
 
(1)%
   IPS
(91)%
 
—%
 
(86)%
 
(5)%
Hardware
11%
 
(2)%
 
(17)%
 
30%
Total Revenue
7%
 
(1)%
 
(6)%
 
14%

8



https://cdn.kscope.io/466061f945c041f08829bbad60f9e07d-ncrbbpreferrea10.jpg
NCR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)
Schedule A
 
For the Periods Ended December 31
 
Three Months
 
Twelve Months
 
2016
 
2015
 
2016
 
2015
Revenue
 
 
 
 
 
 
 
Products
$
805

 
$
716

 
$
2,737

 
$
2,711

Services
997

 
964

 
3,806

 
3,662

Total Revenue
1,802

 
1,680

 
6,543

 
6,373

Cost of products
615

 
533

 
2,102

 
2,072

Cost of services
708

 
671

 
2,659

 
2,832

Total gross margin
479

 
476

 
1,782

 
1,469

% of Revenue
26.6
%
 
28.3
%
 
27.2
%
 
23.1
 %
Selling, general and administrative expenses
248

 
254

 
926

 
1,042

Research and development expenses
83

 
55

 
242

 
230

Restructuring-related charges
2

 
29

 
15

 
62

Income (loss) from operations
146

 
138

 
599

 
135

% of Revenue
8.1
%
 
8.2
%
 
9.2
%
 
2.1
 %
Interest expense
(40
)
 
(42
)
 
(170
)
 
(173
)
Other (expense), net
(17
)
 
(43
)
 
(50
)
 
(57
)
Total other (expense), net
(57
)
 
(85
)
 
(220
)
 
(230
)
Income (loss) before income taxes and discontinued operations
89

 
53

 
379

 
(95
)
% of Revenue
4.9
%
 
3.2
%
 
5.8
%
 
(1.5
)%
Income tax expense
17

 
5

 
92

 
55

Income (loss) from continuing operations
72

 
48

 
287

 
(150
)
Loss from discontinued operations, net of tax
(11
)
 
(20
)
 
(13
)
 
(24
)
Net income (loss)
61

 
28

 
274

 
(174
)
Net income attributable to noncontrolling interests
4

 

 
4

 
4

Net income (loss) attributable to NCR
$
57

 
$
28

 
$
270

 
$
(178
)
Amounts attributable to NCR common stockholders:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
68

 
$
48

 
$
283

 
$
(154
)
Dividends on convertible preferred stock
(12
)
 
(4
)
 
(49
)
 
(4
)
Net income (loss) from continuing operations attributable to NCR common stockholders
56

 
44

 
234

 
$
(158
)
Loss from discontinued operations, net of tax
(11
)
 
(20
)
 
(13
)
 
(24
)
Net income (loss) attributable to NCR common stockholders
$
45

 
$
24

 
$
221

 
$
(182
)
Net income (loss) per share attributable to NCR common stockholders:
 
 
 
 
 
 
 
Net income (loss) per common share from continuing operations
 
 
 
 
 
 
 
Basic
$
0.45

 
$
0.27

 
$
1.86

 
$
(0.94
)
Diluted
$
0.43

 
$
0.27

 
$
1.80

 
$
(0.94
)
Net income (loss) per common share
 
 
 
 
 
 
 
Basic
$
0.36

 
$
0.15

 
$
1.76

 
$
(1.09
)
Diluted
$
0.35

 
$
0.15

 
$
1.71

 
$
(1.09
)
Weighted average common shares outstanding

 


 

 

Basic
124.5

 
162.1

 
125.6

 
167.6

Diluted (continuing operations)
157.4

 
164.6

 
157.4

 
167.6

Diluted (net income)
128.6

 
164.6

 
129.2

 
167.6


(1) Diluted EPS is determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss per common share from continuing operations and net income or loss per common share or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding.



9



https://cdn.kscope.io/466061f945c041f08829bbad60f9e07d-ncrbbpreferrea10.jpg
NCR CORPORATION
REVENUE AND OPERATING INCOME SUMMARY
(Unaudited)
(in millions)
Schedule B

 
For the Periods Ended December 31
 
Three Months
 
Twelve Months
 
2016
 
2015
 
% Change
 
% Change Adjusted Constant Currency
 
2016
 
2015
 
% Change
 
% Change Adjusted Constant Currency
Revenue by segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Software
$
502

 
$
459

 
9%
 
10%
 
$
1,841

 
$
1,747

 
5%
 
6%
   Software Gross Margin Rate
53.8
%
 
53.2
%
 
 
 
 
 
51.8
%
 
51.9
%
 
 
 
 
Services
598

 
590

 
1%
 
3%
 
2,306

 
2,218

 
4%
 
6%
   Services Gross Margin Rate
22.2
%
 
22.7
%
 
 
 
 
 
21.6
%
 
21.8
%
 
 
 
 
Hardware
702

 
631

 
11%
 
30%
 
2,396

 
2,408

 
—%
 
9%
   Hardware Gross Margin Rate
18.1
%
 
21.2
%
 
 
 
 
 
18.0
%
 
19.4
%
 
 
 
 
Total Revenue
$
1,802

 
$
1,680

 
7%
 
14%
 
$
6,543

 
$
6,373

 
3%
 
7%
   Gross Margin Rate
29.4
%
 
30.5
%
 
 
 
 
 
28.8
%
 
29.1
%
 
 
 
 
Operating income by segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Software
$
172

 
$
157

 
 
 
 
 
$
577

 
$
539

 
 
 
 
% of Revenue
34.3
%
 
34.2
%
 
 
 
 
 
31.3
%
 
30.9
%
 
 
 
 
Services
62

 
61

 
 
 
 
 
201

 
194

 
 
 
 
% of Revenue
10.4
%
 
10.3
%
 
 
 
 
 
8.7
%
 
8.7
%
 
 
 
 
Hardware
30

 
42

 
 
 
 
 
62

 
87

 
 
 
 
% of Revenue
4.3
%
 
6.7
%
 
 
 
 
 
2.6
%
 
3.6
%
 
 
 
 
Subtotal-segment operating income
$
264

 
$
260

 
 
 
 
 
$
840

 
$
820

 
 
 
 
             % of Revenue
14.7
%
 
15.5
%
 
 
 
 
 
12.8
%
 
12.9
%
 
 
 
 
Other adjustments (1)
118

 
122

 
 
 
 
 
241

 
685

 
 
 
 
Total income (loss) from operations
$
146

 
$
138

 
 
 
 
 
$
599

 
$
135

 
 
 
 

(1) 
The following table presents the other adjustments for NCR:
 
For the Periods Ended December 31
 
Three Months
 
Twelve Months
In millions
2016
 
2015
 
2016
 
2015
Restructuring / transformation costs
$
3

 
$
38

 
$
26

 
$
74

Acquisition-related amortization of intangible assets
28

 
31

 
123

 
125

Acquisition-related costs
2

 
4

 
7

 
11

OFAC and FCPA investigations

 

 

 
1

Loss on terminated contract receivable

 
20

 

 
20

Pension mark-to-market adjustments
85

 
29

 
85

 
454

Total other adjustments
$
118

 
$
122

 
$
241

 
$
685



10



https://cdn.kscope.io/466061f945c041f08829bbad60f9e07d-ncrbbpreferrea10.jpg
NCR CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in millions, except per share amounts)
Schedule C
 
December 31,
2016
 
September 30, 2016
 
December 31,
2015
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
498

 
$
318

 
$
328

Accounts receivable, net
1,282

 
1,387

 
1,251

Inventories
699

 
776

 
643

Other current assets
278

 
270

 
327

Total current assets
2,757

 
2,751

 
2,549

Property, plant and equipment, net
287

 
289

 
322

Goodwill
2,727

 
2,737

 
2,733

Intangibles, net
672

 
704

 
798

Prepaid pension cost
94

 
132

 
130

Deferred income taxes
575

 
546

 
582

Other assets
561

 
552

 
521

Total assets
$
7,673

 
$
7,711

 
$
7,635

Liabilities and stockholders’ equity
 
 
 
 
 
Current liabilities
 
 
 
 
 
Short-term borrowings
$
50

 
$
256

 
$
13

Accounts payable
781

 
718

 
657

Payroll and benefits liabilities
234

 
212

 
189

Deferred service revenue and customer deposits
468

 
471

 
476

Other current liabilities
432

 
345

 
446

Total current liabilities
1,965

 
2,002

 
1,781

Long-term debt
3,001

 
3,033

 
3,239

Pension and indemnity plan liabilities
739

 
709

 
696

Postretirement and postemployment benefits liabilities
127

 
127

 
133

Income tax accruals
142

 
169

 
167

Other liabilities
138

 
151

 
79

Total liabilities
6,112

 
6,191

 
6,095

Redeemable noncontrolling interests
15

 
10

 
16

Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.9 shares issued and outstanding as of December 31, 2016 and September 30, 2016 and 0.8 shares issued and outstanding as of December 31, 2015
847

 
835

 
798

Stockholders' equity
 
 
 
 
 
NCR stockholders' equity:
 
 
 
 
 
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of December 31, 2016, September 30, 2016 and December 31, 2015, respectively

 

 

Common stock: par value $0.01 per share, 500.0 shares authorized, 124.6, 124.0 and 133.0 shares issued and outstanding as of December 31, 2016, September 30, 2016, and December 31, 2015, respectively
1

 
1

 
1

Paid-in capital
32

 
21

 

Retained earnings
867

 
822

 
869

Accumulated other comprehensive loss
(205
)
 
(172
)
 
(150
)
Total NCR stockholders' equity
695

 
672

 
720

Noncontrolling interests in subsidiaries
4

 
3

 
6

Total stockholders' equity
699

 
675

 
726

Total liabilities and stockholders' equity
$
7,673

 
$
7,711

 
$
7,635


11



https://cdn.kscope.io/466061f945c041f08829bbad60f9e07d-ncrbbpreferrea10.jpg
NCR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in millions)
Schedule D
 
For the Periods Ended December 31
 
Three Months

Twelve Months
 
2016
 
2015
 
2016
 
2015
Operating activities
 
 
 
 
 
 
 
Net income (loss)
61

 
$
28

 
$
274

 
$
(174
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
Loss from discontinued operations
11

 
20

 
13

 
24

Depreciation and amortization
85

 
79

 
344

 
308

Stock-based compensation expense
16

 
10

 
61

 
42

Deferred income taxes
(29
)
 
(2
)
 
10

 
24

Gain on sale of property, plant and equipment and other assets

 
(1
)
 

 
(2
)
Loss on divestiture
1

 

 
2

 

Impairment of long-lived and other assets

 
47

 
2

 
63

Changes in assets and liabilities:
 
 
 
 
 
 
 
Receivables
49

 
108

 
(89
)
 
28

Inventories
42

 
40

 
(86
)
 
(46
)
Current payables and accrued expenses
148

 
(9
)
 
216

 
8

Deferred service revenue and customer deposits
10

 
(53
)
 
88

 
19

Employee benefit plans
71

 
17

 
33

 
384

Other assets and liabilities
60

 
(19
)
 
26

 
3

Net cash provided by operating activities
525

 
265

 
894

 
681

Investing activities
 
 
 
 
 
 
 
Expenditures for property, plant and equipment
(28
)
 
(32
)
 
(73
)
 
(79
)
Proceeds from sales of property, plant and equipment

 
19

 

 
19

Additions to capitalized software
(39
)
 
(33
)
 
(154
)
 
(150
)
Proceeds from divestiture

 

 
47

 

Other investing activities, net
(1
)
 
1

 
(9
)
 
1

Net cash used in investing activities
(68
)
 
(45
)
 
(189
)
 
(209
)
Financing activities
 
 
 
 
 
 
 
Short term borrowings, net
(6
)
 
8

 
(8
)
 
8

Payments on term credit facilities
(13
)
 
(71
)
 
(97
)
 
(383
)
Payments on revolving credit facilities
(695
)
 
(717
)
 
(1,431
)
 
(1,694
)
Borrowings on revolving credit facilities
475

 
817

 
1,331

 
1,698

Debt issuance costs
(1
)
 

 
(9
)
 

Series A preferred stock issuance, net of issuance costs of $0 million, $26 million, $0 million, and $26 million, respectively

 
794

 

 
794

Tender offer share repurchase, including repurchase costs of $0 million, $5 million, $0 million, and $5 million, respectively

 
(1,005
)
 

 
(1,005
)
Repurchases of Company common stock

 

 
(250
)
 

Proceeds from employee stock plans
5

 
3

 
15

 
15

Tax withholding payments on behalf of employees
(9
)
 
(6
)
 
(16
)
 
(16
)
Other financing activities

 

 
(2
)
 

Net cash used in financing activities
(244
)
 
(177
)
 
(467
)
 
(583
)
Cash flows from discontinued operations


 

 

 

Net cash used in discontinued operations
(9
)
 
(16
)
 
(39
)
 
(43
)
Effect of exchange rate changes on cash and cash equivalents
(24
)
 
(2
)
 
(29
)
 
(29
)
Decrease in cash and cash equivalents
180

 
25

 
170

 
(183
)
Cash and cash equivalents at beginning of period
318

 
303

 
328

 
511

Cash and cash equivalents at end of period
$
498

 
$
328

 
$
498

 
$
328


12
a2016q4callslidesfinal
1 Q4 2016 EARNINGS CONFERENCE CALL k BILL NUTI, CHAIRMAN & CEO MARK BENJAMIN, PRESIDENT & COO BOB FISHMAN, CFO February 9, 2017


 
2 FORWARD-LOOKING STATEMENTS. Comments made during this conference call and in these materials contain forward-looking statements. 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. The forward-looking statements in these materials include statements about NCR’s omni-channel market momentum in orders and backlog at the start of 2017 and their effect on NCR’s future results; NCR’s plans for additional share repurchases in 2017; expected areas of focus for NCR’s Services segment in 2017; hardware revenue growth and its effects on attached and recurring revenue; NCR’s FY 2017, 2017 segment and Q1 2017 financial guidance and the expected type and magnitude of the non-operational adjustments included in any forward-looking non-GAAP measures; NCR’s vision and strategy and its alignment with major trends and customer activity; NCR’s backlog and key metrics and their expected impact on NCR’s 2017 financial success; NCR’s 2017 momentum and the contribution of NCR’s sales funnel, orders and revenue growth to that momentum; expectations for margin expansion and the drivers of margin expansion; and the expected drivers of NCR’s growth for the next decade. 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 listed in Item 1a "Risk Factors" of NCR's Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 26, 2016, and those factors detailed from time to time in NCR's other SEC reports. These materials are dated February 9, 2017, and NCR does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. NON-GAAP MEASURES. While NCR reports its results in accordance with generally accepted accounting principles in the United States (GAAP), comments made during this conference call and these materials will include or make reference to the following "non-GAAP" measures: selected measures, such as period-over-period revenue growth, expressed on a constant currency basis and adjusted constant currency basis, diluted earnings per share (non-GAAP), free cash flow conversion rate, free cash flow (FCF), gross margin rate (non-GAAP), gross margin (non- GAAP), operating income (non-GAAP), interest and other expense (non-GAAP), income tax rate (non-GAAP), net income (non-GAAP), adjusted EBITDA, net debt, operating expenses (non-GAAP), and income tax expense (non-GAAP). These measures are included to provide additional useful information regarding NCR's financial results, and are not a substitute for their comparable GAAP measures. Explanations of these non- GAAP measures, and reconciliations of these non-GAAP measures to their directly comparable GAAP measures, are included in the accompanying "Supplementary & Non-GAAP Materials" and are available on the Investor Relations page of NCR's website at www.ncr.com. Descriptions of many of these non-GAAP measures are also included in NCR's SEC reports. USE OF CERTAIN TERMS. As used in these materials, (i) the term "recurring revenue" means the sum of cloud, hardware maintenance and software maintenance revenue, (ii) The term “net annual contract value” or “net ACV” for any particular period means NCR’s net bookings for cloud revenue during the period, and is calculated as twelve months of expected subscription revenues under new cloud contracts during such period less twelve months of subscription revenues under cloud contracts that expired or were terminated during such period, and (iii)the term "CC" means constant currency. These presentation materials and the associated remarks made during this conference call are integrally related and are intended to be presented and understood together. NOTES TO INVESTORS


 
3


 
4 STRATEGIC MIX SHIFT DRIVING GROWTH • Software Operating Income represents 69% of total Operating Income • Software Operating Income Margin expanded 140 bps over the past 2 years to 31.3% • Software Operating Income increased 5% 2-year CAGR and 7% in 2016 Hardware Services Software 2014 2015 2016 $126 $87 $62 $165 $194 $201 $526 $539 $577 Free Cash Flow Conversion Rate Free Cash Flow 2014 2015 2016 $313 $409 $628 67% 86% 132% • 42% 2-year Free Cash Flow CAGR • Significant improvement in conversion of Non-GAAP Net Income to Free Cash Flow aided by shift in Operating Income mix Software Driving Profitable Growth Strong FCF Growth & Conversion Rate Favorable Operating Income Mix Free Cash Flow Generation $ in millions $ in millions


 
5 OMNI-CHANNEL MARKET NCR's strategic offers include: • Enables revenue growth, productivity gains, and modernized consumer experiences from the transformation of physical and digital channels • Solutions include: Branch, Store, Restaurant, and Venue Transformation • Drives edge offerings: ATMs, SCO, mPOS, ePOS, Peripherals • Drives service offerings: Consulting Services, Implementation Services, Hardware Maintenance, Managed Services, High Availability • NCR's Omni-Channel Platform Hub and Applications • Enables seamless consumer experiences across physical and digital channels • Solutions Include: Retail One, Customer Experience Platform (CxP), Aloha Enterprise, NCR Silver • Enables new business models driven by the growing digitalization movement • Solutions include: Real-Time Actionable Insights, Loyalty, Cloud/ATM Security, Loss & Fraud Prevention, Inventory and Labor Management, Cash Management, Secure Payments, Transaction Processing, Remote Deposit, Digital Check Processing


 
6 Q4 2016 FINANCIAL RESULTS Non-GAAP gross margin rate down 80 bps CC Non-GAAP Diluted EPS up 30% CC FCF up 144% due to higher operating income and improvements in working capital FX ~(30 bps) FX ~($0.07) 30.5% 29.4% Q4 2015 Q4 2015 Q4 2016 $0.89 $1.07 Q4 2015 Q4 2016 $184 million Q4 2015 $449 million Q4 2016 Revenue Non-GAAP Gross Margin Rate Non-GAAP Diluted EPS Free Cash Flow Revenue up 14% adjusted CC Recurring revenue up 4% CC, 40% of total revenue FX ~($20M) IPS ~($80M) Q4 2016 IPS Sale and FX $1.80 billion $1.68 billion


 
7 FY 2016 FINANCIAL RESULTS Non-GAAP gross margin rate down 30 bps CC Non-GAAP Diluted EPS up 15% CC FCF up 54% due to higher operating income and improvements in working capital No FX impact FX ~($0.14) 29.1% 28.8% 2015 2015 2016 $2.76 $3.02 2015 2016 $409 million 2015 $628 million 2016 Revenue Non-GAAP Gross Margin Rate Non-GAAP Diluted EPS Free Cash Flow Revenue up 7% adjusted CC Recurring revenue up 4% CC, 43% of total revenue FX ~($75M) IPS ~($188M) 2016 IPS Sale and FX $6.54 billion $6.37 billion


 
8 n Software - 53.8% GM rate n Services - 22.2% GM rate n Hardware - 18.1% GM rate Q4 2016 SEGMENT RESULTS Q4 2016 Operating Income $264M Software Revenue Q4 2015 Q4 2016 $459 $502 Services Revenue Q4 2015 Q4 2016 $590 $598 million million Hardware Revenue Q4 2015 Q4 2016 million million Up 10% CC Up 3% CC Up 30% adjusted CC (1) (1) Adjusted CC revenue growth excludes ~$80 million of IPS revenue from Q4 2015. Software 65% Services 24% Hardware 11% IPS Sale & FX $631 million $702 million


 
9 SOFTWARE Q4 2016 Update Key Highlights Q4 2016 Q4 2015 % Change % Change Constant Currency Software License $103 $85 21% 22% Unattached License 58 55 5% 5% Software Maintenance 96 91 5% 6% Cloud 147 134 10% 9% Professional Services 156 149 5% 5% Software Revenue $502 $459 9% 10% Non-GAAP Gross Margin $270 $244 11% 11% Non-GAAP Gross Margin Rate 53.8% 53.2% +60 bps +70 bps Operating Income $172 $157 10% 10% Operating Income as a % of Revenue 34.3% 34.2% +10 bps +10 bps • Software License growth of 22% driven primarily by Channel Transformation solutions • Cloud revenue up 9% CC driven by higher net ACV bookings • Q4 net ACV of $16 million; FY 2016 net ACV of $70 million compared to FY 2015 of $39 million • Non-GAAP gross margin rate expansion driven by strong top line growth $ in millions


 
10 SERVICES Q4 2016 Update Q4 2016 Q4 2015 % Change % Change Constant Currency Services Revenue $598 $590 1% 3% Non-GAAP Gross Margin $133 $134 (1)% —% Non-GAAP Gross Margin Rate 22.2% 22.7% (50) bps (60) bps Operating Income $62 $61 2% 3% Operating Income as a % of Revenue 10.4% 10.3% +10 bps — bps $ in millions • Channel Transformation drove hardware maintenance and implementation wins for large complex deals • Non-GAAP gross margin rate down due to investments in business process improvement initiatives which are expected to drive future margin rate improvements • Key areas of focus: 1) Drive a higher mix of managed services; 2) Productivity and efficiency improvements; 3) Remote diagnostics and repair; and 4) Product life-cycle management Key Highlights


 
11 HARDWARE Q4 2016 Update • ATM revenue growth driven by new product sales and acceptance of omni-channel ready products • SCO revenue up significantly due to Store Transformation traction globally • Non-GAAP gross margin rate declined due to continued ramp up of new product launches • Hardware revenue growth expected to drive high margin attached revenue and future recurring revenue Key Highlights Q4 2016 Q4 2015 % Change % Change ConstantCurrency ATMs $385 $307 25% 29% Self-Checkout (SCO) 132 55 140% 140% Point-of-Sale (POS) 177 179 (1)% (1)% Interactive Printer Solutions 8 90 (91)% (5)% (1) Hardware Revenue $702 $631 11% 30% (1) Non-GAAP Gross Margin $127 $134 (5)% 1% Non-GAAP Gross Margin Rate 18.1% 21.2% (310) bps (210) bps Operating Income $30 $42 (29)% (15)% Operating Income as a % of Revenue 4.3% 6.7% (240) bps (130) bps $ in millions(1) Revenue also adjusted for the divestiture of IPS.


 
12 Q4 & FY 2016 FREE CASH FLOW Q4 2016 Q4 2015 FY 2016 FY 2015 Cash Provided by Operating Activities $525 $265 $894 $681 Total capital expenditures (67) (65) (227) (229) Cash used in Discontinued Operations (9) (16) (39) (43) Free Cash Flow $449 $184 $628 $409 Free Cash Flow as a % of non-GAAP net income 132% 86% $ in millions


 
13 NET DEBT & EBITDA METRICS FY 2015 Q3 2016 FY 2016 Debt $3,252 $3,289 $3,051 Cash (328) (318) (498) Net Debt $2,924 $2,971 $2,553 Adjusted EBITDA $1,005 $1,047 (1) $1,061 (1) Net Debt / Adjusted EBITDA 2.9x 2.8x 2.4x $ in millions, except metrics (1) Adjusted EBITDA for the trailing twelve-month period.


 
14 2017 Guidance 2016 Growth Rates Revenue (1) $6,600 - $6,720 $6,543 5% to 7% GAAP Diluted EPS (2) $2.56 - $2.69 $1.80 42% to 49% Non-GAAP Diluted EPS (1) (3) $3.25 - $3.35 $3.02 9% to 12% Conversion rate Free Cash Flow $500 - $525 $628 95% to 100% FY 2017 GUIDANCE (1) The 2017 revenue guidance and growth rate includes an expected unfavorable foreign currency impact of $95 million, or ~2%. Revenue growth rates also exclude ~$143 million of IPS revenue, or ~2%, from 2016. The 2017 non-GAAP diluted EPS guidance includes an expected foreign currency negative impact of $0.03. (2) FY 2017 guidance does not include an estimate of the pension mark-to-market adjustments. (3) For the 2017 guidance, we have assumed OIE of $210 million to $215 million, an effective tax rate of 25% and a share count of 158 million compared to OIE of $214 million, an effective tax rate of 23% and a share count of 157 million in 2016. $ millions, except per share amounts


 
15 2017 SEGMENT REVENUE GUIDANCE Segment 2017e CC Growth Rates(1) FY 2017e FY 2016 Software 6% - 8% $1,940 - $1,960 $1,841 Cloud Revenue 6% - 8% $590 - $600 $556 Services 3% - 5% $2,320 - $2,360 2,306 Hardware (2) 5% - 8% $2,340 - $2,400 2,396 Total (1) (2) 5% - 7% $6,600 - $6,720 $6,543 $ in millions(1) The 2017 guidance includes an expected foreign currency negative impact of $95 million for revenue, or ~2%. (2) The growth rates for Hardware revenue and total revenue are normalized for the sale of the IPS business, which was ~$143 million of Hardware revenue in 2016.


 
16 Q1 2017 GUIDANCE Q1 2017e Q1 2016 Growth Rates Revenue (1) $1,450 - $1,470 $1,444 7% to 9% GAAP Diluted EPS $0.17 - $0.25 $0.16 6% to 56% Non-GAAP Diluted EPS (1) (2) $0.43 - $0.48 $0.38 23% to 37% $ millions, except per share amounts (1) The Q1 2017 revenue guidance and growth rate includes an expected foreign currency headwind of $17 million, or roughly 2%. The revenue growth also excludes ~$72 million of IPS revenue, or roughly 5%, from Q1 2016. The Q1 2017 non-GAAP diluted EPS guidance includes an expected foreign currency negative impact of $0.03. (2) For Q1 2017, we have assumed OIE of approximately $53 million, an effective tax rate of 28% and a share count of 158 million compared to OIE of $56 million, an effective tax rate of 27% and a share count of 160 million in Q1 2016.


 
17 ▪ Continuing to improve execution ▪ NCR's vision and strategy aligned with major trends and customer activity ▪ Strong backlog and key metrics point to a successful year to come ▪ Focused on sales funnel, orders, and revenue growth to maintain momentum going into 2017 ▪ Software growth combined with our business transformation program is the key to margin expansion ▪ Omni-Channel, Channel Transformation, and Digital Enablement are growth drivers for next decade LOOKING FORWARD


 
SUPPLEMENTARY MATERIALS


 
19 Q4 2016 Q4 2015 As Reported Constant Currency FY 2016 FY 2015 As Reported Constant Currency Revenue $1,802 $1,680 7% 14% (1) $6,543 $6,373 3% 7% (1) Gross Margin (non-GAAP) 530 512 4% 6% $1,882 $1,857 1% 3% Gross Margin Rate (non-GAAP) 29.4% 30.5% (110) bps (80) bps 28.8% 29.1% (30) bps (30) bps Operating Expenses (non-GAAP) 266 252 6% 7% $1,042 $1,037 —% 2% % of Revenue 14.8% 15.0% 15.9% 16.3% Operating Income (non-GAAP) 264 260 2% 5% 840 820 2% 4% % of Revenue 14.7% 15.5% (80) bps (50) bps 12.8% 12.9% (10) bps — bps Interest and other expense (56) (51) 10% (4)% (214) (196) 9% —% Income Tax Expense (non-GAAP) 36 53 (32)% 147 144 2% Income Tax Rate (non-GAAP) 17% 25% 23% 23% Net Income (non-GAAP) $168 $156 8% 17% $475 $476 —% 5% Diluted EPS (non-GAAP) (2) $1.07 $0.89 20% 30% $3.02 $2.76 9% 15% Q4 & FY 2016 OPERATIONAL RESULTS (1) Adjusted CC revenue growth excludes $80 million of IPS revenue from Q4 2015 and $188 million from FY15. (2) Q4 2016 includes $0.07 of unfavorable EPS impact, and FY2016 includes $0.14 of unfavorable EPS impact, related to foreign currency headwinds. Diluted share count of 157 million in Q4 2016 and 175 million in Q4 2015. $ millions, except per share amounts


 
20 Q4 2016 Q4 2015 As Reported FY 2016 FY 2015 As Reported Revenue $1,802 $1,680 7% $6,543 $6,373 3% Gross Margin 479 476 1% $1,782 $1,469 21% Gross Margin Rate 26.6% 28.3% 27.2% 23.1% Operating Expenses 333 338 (1)% $1,183 $1,334 (11)% % of Revenue 18.5% 20.1% 18.1% 20.9% Operating Income 146 138 6% 599 135 344% % of Revenue 8.1% 8.2% 9.2% 2.1% Interest and other expense (57) (85) (33)% (220) (230) (4)% Income Tax Expense 17 5 240% 92 55 67% Income Tax Rate 19% 9% 24% (58)% Net Income $68 $48 42% $283 ($154) 284% Diluted EPS $0.43 $0.27 59% $1.80 ($0.94) 291% Q4 & FY 2016 GAAP RESULTS $ millions, except per share amounts


 
21 Q4 & FY REVENUE BY SEGMENT Q4 2016 Q4 2015 % Change % Change Adjusted Constant Currency FY 2016 FY 2015 % Change % Change Adjusted Constant Currency Software License $103 $85 21% 22% $341 $303 13% 13% Software Maintenance 96 91 5% 6% 372 348 7% 8% Cloud 147 134 10% 9% 556 536 4% 4% Professional Services 156 149 5% 5% 572 560 2% 2% Software $502 $459 9% 10% $1,841 $1,747 5% 6% Services $598 $590 1% 3% $2,306 $2,218 4% 6% ATMs $385 $307 25% 29% $1,221 $1,183 3% 5% Self-Checkout (SCO) 132 55 140% 140% 351 187 88% 88% Point-of-Sale (POS) 177 179 (1)% (1)% 674 692 (3)% (2)% Interactive Printer Solutions (IPS) 8 90 (91)% (5)% 150 346 (57)% (3)% Hardware $702 $631 11% 30% $2,396 $2,408 —% 9% Total Revenue $1,802 $1,680 7% 14% $6,543 $6,373 3% 7%


 
NON-GAAP MATERIALS


 
23 NON-GAAP MEASURES While NCR reports its results in accordance with generally accepted accounting principles (GAAP) in the United States, comments made during this conference call and in these materials will include non-GAAP measures. These measures are included to provide additional useful information regarding NCR's financial results, and are not a substitute for their comparable GAAP measures. Operating Income (non-GAAP), Diluted EPS (non-GAAP), Gross Margin (non-GAAP), Gross Margin Rate (non-GAAP), Interest and Other expense (non-GAAP), Income Tax Rate (non-GAAP), Net Income (non-GAAP), Operating Expenses (non-GAAP) and Income Tax Expense (non-GAAP). NCR’s operating income (non-GAAP), diluted earnings per share (non-GAAP), gross margin (non-GAAP), gross margin rate (non- GAAP), interest and other expense (non-GAAP), income tax rate (non-GAAP), and net income (non-GAAP), operating expenses (non-GAAP) and income tax expense (non-GAAP) are determined by excluding pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition related intangibles, from NCR's GAAP income (loss) from operations, earnings per share, gross margin, gross margin rate, interest and other expense, effective tax rate net income, operating expenses and income tax expense, respectively. Due to the non-operational nature of these pension and other special items, NCR's management uses these non-GAAP measures to evaluate year-over-year operating performance. NCR also uses operating income (non-GAAP) and non-GAAP diluted EPS, to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. NCR believes these measures are useful for investors because they provide a more complete understanding of NCR's underlying operational performance, as well as consistency and comparability with NCR's past reports of financial results. Free Cash Flow and Free Cash Flow Conversion Rate. NCR defines free cash flow as net cash provided by/used in operating activities and cash flow provided by/used in discontinued operations less capital expenditures for property, plant and equipment, additions to capitalized software, discretionary pension contributions and pension settlements. NCR's management uses free cash flow to assess the financial performance of the Company and believes it is useful for investors because it relates the operating cash flow of the Company to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash generated after capital expenditures which can be used for, among other things, investment in the Company's existing businesses, strategic acquisitions, strengthening the Company's balance sheet, repurchase of Company stock and repayment of the Company's debt obligations. NCR also describes the measure free cash flow conversion rate, which is calculated as free cash flow divided by non-GAAP net income. NCR’s management targets an annual free cash flow conversion rate at or above the range described in these materials because management believes that a conversion rate at or above that range represents the efficient conversion of non-GAAP net income to free cash flow for its business. Free cash flow and free cash flow conversion rate do not have uniform definitions under GAAP and, therefore, NCR's definitions may differ from other companies' definition of these measures.


 
24 NON-GAAP MEASURES Constant Currency, IPS Divestiture and Adjusted Constant Currency. NCR presents certain financial measures, such as period-over-period revenue growth, on a constant currency basis, which excludes the effects of foreign currency translation by translating prior period results at current period monthly average exchange rates. Due to the overall variability of foreign exchange rates from period to period, NCR’s management uses constant currency measures to evaluate period-over-period operating performance on a more consistent and comparable basis. NCR also presents certain financial measures on an adjusted constant currency basis, which excludes both the effects of foreign currency translation, as described above, and the results of NCR’s Interactive Printer Solutions (IPS) business for the comparable prior period after completion of the sale of the business (which results were previously included in NCR’s Hardware segment). NCR completed the sale of all but the Middle East and Africa assets of its Interactive Printer Solutions (IPS) division to Atlas Holdings LLC on May 27, 2016. NCR’s management believes that presentation of financial measures without these results is more representative of the company's period-over-period operating performance, and provides additional insight into historical and/or future performance, which may be helpful for investors.which the company is able to convert its non-GAAP net income to cash. Net Debt and Adjusted EBITDA. NCR believes that Net Debt provides useful information to investors because NCR’s management reviews Net Debt as part of its management of overall liquidity, financial flexibility, capital structure and leverage. In addition, certain debt rating agencies, creditors and credit analysts monitor NCR’s Net Debt as part of their assessments of NCR’s business. NCR determines Net Debt based on its total debt less cash and cash equivalents, with total debt being defined as total short-term borrowings plus total long-term debt. NCR believes that Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization) provides useful information to investors because it is an indicator of the strength and performance of the Company's ongoing business operations, including its ability to fund discretionary spending such as capital expenditures, strategic acquisitions and other investments. NCR determines Adjusted EBITDA for a given period based on its GAAP income (loss) from continuing operations plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus other income (expense); plus pension expense (benefit); and plus special items. NCR believes that its ratio of net debt to Adjusted EBITDA provides useful information to investors because it is an indicator of the company's ability to meet its future financial obligations. NCR believes that its ratio of Net Debt to Adjusted EBITDA provides useful information to investors because it is an indicator of the company's ability to meet its future financial obligations. In addition, the Net Debt to Adjusted EBITDA ratio is measures frequently used by investors and credit rating agencies. The Net Debt to Adjusted EBITDA ratio is calculated by dividing Net Debt by trailing twelve-month Adjusted EBITDA. NCR management's definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. These non-GAAP measures are reconciled to their corresponding GAAP measures in the following slides and elsewhere in these materials. These reconciliations and other information regarding these non-GAAP measures are also available on the Investor Relations page of NCR's website at www.ncr.com.


 
25 Net Income from Continuing Operations Attributable to NCR (GAAP) to Adjusted EBITDA (non-GAAP) in millions FY 2015 Q3 2016 LTM FY 2016 Net Income from Continuing Operations Attributable to NCR (GAAP) ($154) $263 $283 Pension Mark-to-Market Adjustments 454 29 85 Restructuring/Transformation Costs 74 61 26 Acquisition-Related Amortization of Intangibles 125 126 123 Acquisition-Related Costs 11 9 7 Reserve related to a subcontract in MEA 20 20 — Divestiture and Liquidation Losses 34 39 6 OFAC and FCPA Investigations 1 — — Net Income from Continuing Operations Attributable to Noncontrolling Interests 4 — 4 Interest Expense 173 172 170 Interest Income (5) (5) (4) Depreciation and Amortization 171 198 208 Income Taxes 55 80 92 Stock Compensation Expense 42 55 61 Adjusted EBITDA (non-GAAP) $1,005 $1,047 $1,061 GAAP TO NON-GAAP RECONCILIATION


 
26 in millions (except per share amounts) Q4 QTD 2016 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Pension mark-to- market adjustments Divestiture and Liquidation Losses Q4 QTD 2016 non-GAAP Product revenue $805 $— $— $— $— $— $805 Service revenue 997 — — — — — 997 Total revenue 1,802 — — — — — 1,802 Cost of products 615 — (7) — (34) — 574 Cost of services 708 — (6) — (4) — 698 Gross margin 479 — 13 — 38 — 530 Gross margin rate 26.6% —% 0.7% —% 2.1% —% 29.4% Selling, general and administrative expenses 248 (1) (15) (2) (24) — 206 Research and development expenses 83 — — — (23) — 60 Restructuring-related charges 2 (2) — — — — — Total operating expenses 333 (3) (15) (2) (47) — 266 Total operating expense as a % of revenue 18.5% (0.2)% (0.8)% (0.1)% (2.6)% —% 14.8% Income (loss) from operations 146 3 28 2 85 — 264 Income (loss) from operations as a % of revenue 8.1% 0.2% 1.6% 0.1% 4.7% —% 14.7% Interest and Other (expense) income, net (57) — — — — 1 (56) Income (loss) from continuing operations before income taxes 89 3 28 2 85 1 208 Income tax expense (benefit) 17 2 9 — 7 1 36 Effective tax rate 19% 17% Income (loss) from continuing operations 72 1 19 2 78 — 172 Net income (loss) attributable to noncontrolling interests 4 — — — — — 4 Income (loss) from continuing operations (attributable to NCR) $68 $1 $19 $2 $78 $— $168 Diluted earnings per share $0.43 $0.01 $0.12 $0.01 $0.50 $— $1.07 157.4 157.4 GAAP TO NON-GAAP RECONCILIATION Q4 2016 QTD


 
27 in millions (except per share amounts) Q4 QTD 2016 GAAP Q4 QTD 2016 non-GAAP Income (loss) from continuing operations attributable to NCR common stockholders: Income (loss) from continuing operations (attributable to NCR) $68 $168 Dividends on convertible preferred shares — — Income (loss) from continuing operations attributable to NCR common stockholders $68 $168 Weighted average outstanding shares: Weighted average diluted shares outstanding 128.6 128.6 Weighted as-if converted preferred shares 28.8 28.8 Total shares used in diluted earnings per share 157.4 157.4 Diluted earnings per share (1) $0.43 $1.07 GAAP TO NON-GAAP RECONCILIATION Q4 2016 QTD (1) GAAP and non-GAAP diluted EPS are determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile.


 
28 in millions (except per share amounts) Q4 QTD 2015 GAAP Restructuring plan Acquisition- related amortization of intangibles Acquisition- related costs Loss on terminated contract receivable Loss on pending sale of IPS business Pension mark- to-market adjustments Q4 QTD 2015 non-GAAP Product revenue $716 $— $— $— $— $— $— $716 Service revenue 964 — — — — — — 964 Total revenue 1,680 — — — — — — 1,680 Cost of products 533 (2) (10) — — — (3) 518 Cost of services 671 (7) (6) — — — (8) 650 Gross margin 476 9 16 — — — 11 512 Gross margin rate 28.3% 0.5% 1.0% —% —% —% 0.7% 30.5% Selling, general and administrative expenses 254 — (15) (4) (20) — (10) 205 Research and development expenses 55 — — — — — (8) 47 Restructuring-related charges 29 (29) — — — — — — Total operating expenses 338 (29) (15) (4) (20) — (18) 252 Total operating expense as a % of revenue 20.1% (1.7)% (1.0)% (0.2)% (1.2)% —% (1.0)% 15.0% Income (loss) from operations 138 38 31 4 20 — 29 260 Income (loss) from operations as a % of revenue 8.2% 2.3% 1.9% 0.2% 1.2% —% 1.7% 15.5% Interest and Other (expense) income, net (85) — — — — 34 — (51) Income (loss) from continuing operations before income taxes 53 38 31 4 20 34 29 209 Income tax expense (benefit) 5 14 10 1 7 5 11 53 Effective tax rate 9% 25% Income (loss) from continuing operations 48 24 21 3 13 29 18 156 Net income (loss) attributable to noncontrolling interests — — — — — — — — Income (loss) from continuing operations (attributable to NCR) $48 $24 $21 $3 $13 $29 $18 $156 Diluted earnings per share $0.27 $0.14 $0.12 $0.02 $0.07 $0.17 $0.10 $0.89 Diluted shares outstanding 164.6 174.7 GAAP TO NON-GAAP RECONCILIATION Q4 2015 QTD


 
29 in millions (except per share amounts) Q4 QTD 2015 GAAP Q4 QTD 2015 non-GAAP Income (loss) from continuing operations attributable to NCR common stockholders: Income (loss) from continuing operations (attributable to NCR) $48 $156 Dividends on convertible preferred shares (4) — Income (loss) from continuing operations attributable to NCR common stockholders $44 $156 Weighted average outstanding shares: Weighted average diluted shares outstanding 164.6 164.6 Weighted as-if converted preferred shares — 10.1 Total shares used in diluted earnings per share 164.6 174.7 Diluted earnings per share (1) $0.27 $0.89 GAAP TO NON-GAAP RECONCILIATION Q4 2015 QTD (1) GAAP and non-GAAP diluted EPS are determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Stock in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile.


 
30 in millions (except per share amounts) FY 2016 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Pension mark-to- market adjustments Divestiture and Liquidation Losses FY 2016 non-GAAP Product revenue $2,737 $— $— $— $— $— $2,737 Service revenue 3,806 — — — — — 3,806 Total revenue 6,543 — — — — — 6,543 Cost of products 2,102 — (34) — (34) — 2,034 Cost of services 2,659 (4) (24) — (4) — 2,627 Gross margin 1,782 4 58 — 38 — 1,882 Gross margin rate 27.2% 0.1% 0.8% —% 0.6% —% 28.8% Selling, general and administrative expenses 926 (7) (65) (7) (24) — 823 Research and development expenses 242 — — — (23) — 219 Restructuring-related charges 15 (15) — — — — — Total operating expenses 1,183 (22) (65) (7) (47) — 1,042 Total operating expense as a % of revenue 18.1% (0.3)% (1.0)% (0.1)% (0.7)% —% 15.9% Income (loss) from operations 599 26 123 7 85 — 840 Income (loss) from operations as a % of revenue 9.2% 0.4% 1.9% 0.1% 1.3% —% 12.8% Interest and Other (expense) income, net (220) — — — — 6 (214) Income (loss) from continuing operations before income taxes 379 26 123 7 85 6 626 Income tax expense (benefit) 92 5 40 2 7 1 147 Effective tax rate 24% 23% Income (loss) from continuing operations 287 21 83 5 78 5 479 Net income (loss) attributable to noncontrolling interests 4 — — — — — 4 Income (loss) from continuing operations (attributable to NCR) $283 $21 $83 $5 $78 $5 $475 Diluted earnings per share $1.80 $0.13 $0.53 $0.03 $0.50 $0.03 $3.02 157.4 157.4 GAAP TO NON-GAAP RECONCILIATION FY 2016


 
31 in millions (except per share amounts) FY 2016 GAAP FY 2016 non-GAAP Income (loss) from continuing operations attributable to NCR common stockholders: Income (loss) from continuing operations (attributable to NCR) $283 $475 Dividends on convertible preferred shares — — Income (loss) from continuing operations attributable to NCR common stockholders $283 $475 Weighted average outstanding shares: Weighted average diluted shares outstanding 129.2 129.2 Weighted as-if converted preferred shares 28.2 28.2 Total shares used in diluted earnings per share 157.4 157.4 Diluted earnings per share (1) $1.80 $3.02 GAAP TO NON-GAAP RECONCILIATION FY 2016 (1) GAAP and non-GAAP diluted EPS are determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile.


 
32 in millions (except per share amounts) FY 2015 GAAP Restructuring plan Acquisition- related amortization of intangibles Acquisition- related costs Loss on terminated contract receivable Loss on pending sale of IPS business OFAC and FCPA Investigations Pension mark-to- market adjustments FY 2015 non-GAAP Product revenue $2,711 $— $— $— $— $— $— $— $2,711 Service revenue 3,662 — — — — — — — 3,662 Total revenue 6,373 — — — — — — — 6,373 Cost of products 2,072 (5) (38) — — — — (13) 2,016 Cost of services 2,832 (7) (25) — — — — (300) 2,500 Gross margin 1,469 12 63 — — — — 313 1,857 Gross margin rate 23.1% 0.2% 1.0% —% —% —% —% 4.8% 29.1% Selling, general and administrative expenses 1,042 — (62) (11) (20) — (1) (123) 825 Research and development expenses 230 — — — — — — (18) 212 Restructuring-related charges 62 (62) — — — — — — — Total expenses 1,334 (62) (62) (11) (20) — (1) (141) 1,037 Total expense as a % of revenue 20.9% (1.0)% (1.0)% (0.2)% (0.3)% —% —% (2.1)% 16.3% Income (loss) from operations 135 74 125 11 20 — 1 454 820 Income (loss) from operations as a % of revenue 2.1% 1.2% 2.0% 0.2% 0.3% —% —% 7.1% 12.9% Interest and Other (expense) income, net (230) — — — — 34 — — (196) Income (loss) from continuing operations before income taxes (95) 74 125 11 20 34 1 454 624 Income tax expense (benefit) 55 24 40 3 7 5 1 9 144 Effective tax rate (58)% 23% Income (loss) from continuing operations (150) 50 85 8 13 29 — 445 480 Net income (loss) attributable to noncontrolling interests 4 — — — — — — — 4 Income (loss) from continuing operations (attributable to NCR) ($154) $50 $85 $8 $13 $29 $— $445 $476 Diluted earnings per share ($0.94) $0.29 $0.49 $0.05 $0.08 $0.17 $— $2.58 $2.76 Diluted Shares outstanding 167.6 172.2 GAAP TO NON-GAAP RECONCILIATION FY 2015


 
33 in millions (except per share amounts) FY 2015 GAAP FY 2015 non-GAAP Income (loss) from continuing operations attributable to NCR common stockholders: Income (loss) from continuing operations (attributable to NCR) ($154) $476 Dividends on convertible preferred shares (4) — Income (loss) from continuing operations attributable to NCR common stockholders ($158) $476 Weighted average outstanding shares: Weighted average basic shares outstanding 167.6 — Weighted average diluted shares outstanding — 170.2 Weighted as-if converted preferred shares — 2.0 Total shares used in diluted earnings per share 167.6 172.2 Diluted earnings per share (1) ($0.94) $2.76 GAAP TO NON-GAAP RECONCILIATION FY 2015 (1) GAAP and non-GAAP diluted EPS are determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Stock in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile.


 
34 in millions (except per share amounts) Q1 QTD 2016 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Q1 QTD 2016 non-GAAP Product revenue $548 $— $— $— $548 Service revenue 896 — — — 896 Total revenue 1,444 — — — 1,444 Cost of products 442 — (10) — 432 Cost of services 622 — (6) — 616 Gross margin 380 — 16 — 396 Gross margin rate 26.3% —% 1.1% —% 27.4% Selling, general and administrative expenses 224 (2) (16) (2) 204 Research and development expenses 53 — — — 53 Restructuring-related charges 2 (2) — — — Total expenses 279 (4) (16) (2) 257 Total expense as a % of revenue 19.3% (0.3)% (1.1)% (0.1)% 58.1% Income (loss) from operations 101 4 32 2 139 Income (loss) from operations as a % of revenue 7.0% 0.3% 2.2% 0.1% 31.4% Interest and Other (expense) income, net (56) — — — (56) Income (loss) from continuing operations before income taxes 45 4 32 2 83 Income tax expense (benefit) 13 (1) 9 1 22 Effective tax rate 29% 27% Income (loss) from continuing operations 32 5 23 1 61 Net income (loss) attributable to noncontrolling interests — — — — — Income (loss) from continuing operations (attributable to NCR) $32 $5 $23 $1 $61 Diluted earnings per share $0.16 $0.03 $0.14 $0.01 $0.38 Diluted shares outstanding 160.4 160.4 GAAP TO NON-GAAP RECONCILIATION Q1 2016 QTD


 
35 in millions (except per share amounts) Q1 QTD 2016 GAAP Q1 QTD 2016 non-GAAP Income (loss) from continuing operations attributable to NCR common stockholders: Income (loss) from continuing operations (attributable to NCR) $32 $61 Dividends on convertible preferred shares (11) — Income (loss) from continuing operations attributable to NCR common stockholders $21 $61 Weighted average outstanding shares: Weighted average diluted shares outstanding 132.7 132.7 Weighted as-if converted preferred shares — 27.7 Total shares used in diluted earnings per share 132.7 160.4 Diluted earnings per share (1) $0.16 $0.38 (1) GAAP and non-GAAP diluted EPS are determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile. GAAP TO NON-GAAP RECONCILIATION Q1 2016 QTD


 
36 GAAP TO NON-GAAP RECONCILIATION Revenue Growth % (GAAP) to Revenue Growth Adjusted Constant Currency % (non-GAAP) Q4 2016 QTD Q4 2016 YTD Revenue Growth % (GAAP) Favorable (unfavorable ) FX impact Divestiture impact Revenue Growth Adjusted Constant Currency % (non-GAAP) Revenue Growth % (GAAP) Favorable (unfavorable) FX impact Divestiture impact Revenue Growth Adjusted Constant Currency % (non-GAAP) Software License 21% (1)% —% 22% 13% —% —% 13% Software Maintenance 5% (1)% —% 6% 7% (1)% —% 8% Cloud 10% 1% —% 9% 4% —% —% 4% Professional Services 5% —% —% 5% 2% —% —% 2% Software 9% (1)% —% 10% 5% (1)% —% 6% Services 1% (2)% —% 3% 4% (2)% —% 6% ATMs 25% (4)% —% 29% 3% (2)% —% 5% Self-Checkout (SCO) 140% —% —% 140% 88% —% —% 88% Point-of-Sale (POS) (1)% —% —% (1)% (3)% (1)% —% (2)% Interactive Printer Solutions (IPS) (91)% —% (86)% (5)% (57)% (1)% (53)% (3)% Hardware 11% (2)% (17)% 30% —% —% (9)% 9% Total Revenue 7% (1)% (6)% 14% 3% (1)% (3)% 7%


 
37 GAAP TO NON-GAAP RECONCILIATION Operating Income Growth % (GAAP) to Operating Income Growth % on a Constant Currency Basis (non-GAAP) Q4 2016 QTD Operating Income Growth % Reported Favorable (unfavorable) FX impact Constant Currency Operating Income Growth % (non-GAAP) Software 10% —% 10% Services 2% (1)% 3% Hardware (29)% (14)% (15)% Total Operating Income 2% (3)% 5%


 
38 GAAP TO NON-GAAP RECONCILIATION Operating Income Growth bps (GAAP) to Operating Income Growth bps on a Constant Currency Basis (non-GAAP) Q4 2016 QTD Operating Income bps Growth Reported Favorable (unfavorable) FX impact Constant Currency Operating Income bps Growth (non- GAAP) Software +10 bps — bps +10 bps Services +10 bps +10 bps — bps Hardware -240 bps -110 bps -130 bps Total Operating Income -80 bps -30 bps -50 bps


 
39 GAAP TO NON-GAAP RECONCILIATION Q1 2017e FY 2017e Diluted EPS (GAAP) (1) $0.17 - $0.25 $2.56 - $2.69 Restructuring Plan $0.10 - $0.13 $0.15 - $0.18 Acquisition-Related Amortization of Intangibles 0.12 0.48 Acquisition-Related Costs 0.01 0.03 Divestiture and Liquidation Losses — — Non-GAAP Diluted EPS $0.43 - $0.48 $3.25 - $3.35 Diluted Earnings per Share (GAAP) to Diluted Earnings per Share (non-GAAP) (1) Except for the adjustments noted herein as well as the pending divestiture of the Interactive Printer Solutions business, this guidance does not include the effects of any future acquisitions/divestitures, restructuring activities, pension mark-to-market adjustments, taxes or other events, which are difficult to predict and which may or may not be significant.


 
40 GAAP TO NON-GAAP RECONCILIATION FY 2017e Cash Provided by Operating Activities $805 - $830 Total capital expenditures (1) (285) Cash used in Discontinued Operations (20) Free Cash Flow $500 - $525 (1) The total capital expenditures of $285 million in 2017 includes $70 million related to the new world headquarters in Atlanta, Georgia. This $70 million is offset by $45 million of expected reimbursements by the lessor included in net cash provided by operating activities.


 
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