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|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
31-0387920
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
£
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
Part III:
|
Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the Registrant’s fiscal year end of December 31, 2011 are incorporated by reference into Part III of this Report.
|
|
|
|
|
|
|
Item
|
Description
|
Page
|
|
|
|
|
||
|
|
|
|
PART I
|
|
1.
|
||
1A.
|
||
1B.
|
||
2.
|
||
3.
|
||
4.
|
||
|
|
|
|
PART II
|
|
|
|
|
5.
|
||
6.
|
||
7.
|
||
7A.
|
||
8.
|
||
9.
|
||
9A.
|
||
9B.
|
||
|
|
|
|
PART III
|
|
|
|
|
10.
|
||
11.
|
||
12.
|
||
13.
|
||
14.
|
||
|
|
|
|
PART IV
|
|
|
|
|
15.
|
Name
|
|
Age
|
|
Position and Offices Held
|
|
William R. Nuti
|
|
48
|
|
|
Chairman of the Board, Chief Executive Officer and President
|
John G. Bruno
|
|
47
|
|
|
Chief Technology Officer and Executive Vice President, Corporate Development
|
Jennifer M. Daniels
|
|
48
|
|
|
Senior Vice President, General Counsel and Secretary
|
Peter A. Dorsman
|
|
56
|
|
|
Executive Vice President, Industry Solutions Group and Global Operations
|
Robert P. Fishman
|
|
48
|
|
|
Senior Vice President and Chief Financial Officer
|
Peter A. Leav
|
|
41
|
|
|
Executive Vice President, Global Sales, Professional Services and Consumables
|
Andrea L. Ledford
|
|
46
|
|
|
Senior Vice President, Human Resources
|
•
|
incur additional indebtedness;
|
•
|
create liens on, sell or otherwise dispose of our assets;
|
•
|
engage in certain fundamental corporate changes or changes to our business activities;
|
•
|
make investments in others;
|
•
|
engage in sale-leaseback or hedging transactions;
|
•
|
repurchase our common stock, pay dividends or make similar distributions on our capital stock;
|
•
|
repay other indebtedness;
|
•
|
engage in certain affiliate transactions; and
|
•
|
enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments.
|
•
|
require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities;
|
•
|
limit our ability to borrow additional money if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, on satisfactory terms or at all;
|
•
|
limit our ability to adjust to changing economic, business and competitive conditions;
|
•
|
place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing;
|
•
|
make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic conditions; and
|
•
|
make us more susceptible to changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
|
•
|
react to competitive product and pricing pressures (particularly in the ATM marketplace);
|
•
|
penetrate and meet the changing competitive requirements and deliverables in developing and emerging markets, such as India and China;
|
•
|
exploit opportunities in new vertical markets, such as travel and telecom and technology;
|
•
|
rapidly and continually design, develop and market, or otherwise maintain and introduce innovative solutions and related products and services for our customers that are competitive in the marketplace;
|
•
|
react on a timely basis to shifts in market demands;
|
•
|
compete in reverse auctions for new and continuing business;
|
•
|
reduce costs without creating operating inefficiencies;
|
•
|
maintain competitive operating margins;
|
•
|
improve product and service delivery quality; and
|
•
|
effectively market and sell all of our diverse solutions.
|
•
|
the impact of ongoing global economic and credit crises on the stability of national and regional economies;
|
•
|
political conditions that could adversely affect demand for our solutions, or our ability to access funds and resources, in these markets;
|
•
|
the impact of a downturn in the global economy on demand for our products;
|
•
|
currency exchange rate fluctuations that could result in lower demand for our products as well as generate currency translation losses;
|
•
|
changes to and compliance with a variety of laws and regulations that may increase our cost of doing business or otherwise prevent us from effectively competing internationally;
|
•
|
the institution of, or changes to, trade protection measures and import or export licensing requirements;
|
•
|
the successful implementation and use of systems, procedures and controls to monitor our operations in foreign markets;
|
•
|
changing competitive requirements and deliverables in developing and emerging markets;
|
•
|
work stoppages and other labor conditions or issues;
|
•
|
disruptions in transportation and shipping infrastructure; and
|
•
|
the impact of civil unrest relating to war and terrorist activity on the economy or markets in general, or on our ability, or that of our suppliers, to meet commitments.
|
•
|
assimilating and integrating different business operations, corporate cultures, personnel, infrastructures and technologies or products acquired or licensed;
|
•
|
the potential for unknown liabilities within the acquired or combined business; and
|
•
|
the possibility of conflict with joint venture or alliance partners regarding strategic direction, prioritization of objectives and goals, governance matters or operations.
|
|
|
2011
|
|
|
|
2010
|
|||||||||||||
|
|
High
|
|
Low
|
|
|
|
High
|
|
Low
|
|||||||||
1st quarter
|
|
$
|
20.62
|
|
|
$
|
15.32
|
|
11.11
|
|
1st quarter
|
|
$
|
14.31
|
|
|
$
|
11.11
|
|
2nd quarter
|
|
$
|
20.04
|
|
|
$
|
17.67
|
|
11.30
|
|
2nd quarter
|
|
$
|
16.00
|
|
|
$
|
11.30
|
|
3rd quarter
|
|
$
|
20.97
|
|
|
$
|
15.28
|
|
11.87
|
|
3rd quarter
|
|
$
|
14.43
|
|
|
$
|
11.87
|
|
4th quarter
|
|
$
|
20.48
|
|
|
$
|
15.56
|
|
13.41
|
|
4th quarter
|
|
$
|
15.50
|
|
|
$
|
13.41
|
|
Company / Index
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
||||||||||
NCR Corporation
(2)
|
|
$
|
124
|
|
|
$
|
70
|
|
|
$
|
55
|
|
|
$
|
76
|
|
|
$
|
81
|
|
S&P 500 Stock Index
|
|
$
|
105
|
|
|
$
|
66
|
|
|
$
|
84
|
|
|
$
|
97
|
|
|
$
|
99
|
|
S&P 500 Information Technology Sector
|
|
$
|
116
|
|
|
$
|
66
|
|
|
$
|
107
|
|
|
$
|
118
|
|
|
$
|
121
|
|
S&P MidCap 400 Stock Index
|
|
$
|
108
|
|
|
$
|
69
|
|
|
$
|
95
|
|
|
$
|
120
|
|
|
$
|
118
|
|
(1)
|
In each case, assumes a $100 investment on December 31, 2006, and reinvestment of all dividends, if any.
|
(2)
|
For the year ended December 31, 2007, includes a dividend of $26.45 per share based on the opening stock price of Teradata
|
In millions, except per share and employee and contractor amounts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the years ended December 31
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
||||||||||
Continuing Operations
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
5,443
|
|
|
$
|
4,810
|
|
|
$
|
4,599
|
|
|
$
|
5,300
|
|
|
$
|
4,957
|
|
|
Income from operations
|
|
$
|
65
|
|
|
$
|
106
|
|
|
$
|
103
|
|
|
$
|
328
|
|
|
$
|
224
|
|
|
Other (expense) income, net
|
|
$
|
(3
|
)
|
|
$
|
(11
|
)
|
|
$
|
(31
|
)
|
|
$
|
16
|
|
|
$
|
51
|
|
|
Income tax (benefit) expense
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
(3
|
)
|
|
$
|
70
|
|
|
$
|
68
|
|
|
Income from continuing operations attributable to NCR Common Stockholders
(c)
|
|
$
|
50
|
|
|
$
|
116
|
|
|
$
|
62
|
|
|
$
|
253
|
|
|
$
|
183
|
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
3
|
|
|
$
|
18
|
|
|
$
|
(95
|
)
|
|
$
|
(25
|
)
|
|
$
|
91
|
|
|
Basic earnings (loss) per common share attributable to NCR common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
(a,c)
|
|
$
|
0.32
|
|
|
$
|
0.73
|
|
|
$
|
0.39
|
|
|
$
|
1.53
|
|
|
$
|
1.02
|
|
|
From discontinued operations
|
|
$
|
0.02
|
|
|
$
|
0.11
|
|
|
$
|
(0.60
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.51
|
|
|
Total basic earnings (loss) per common share
|
|
$
|
0.34
|
|
|
$
|
0.84
|
|
|
$
|
(0.21
|
)
|
|
$
|
1.38
|
|
|
$
|
1.52
|
|
|
Diluted earnings (loss) per common share attributable to NCR common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
(a,c)
|
|
$
|
0.31
|
|
|
$
|
0.72
|
|
|
$
|
0.39
|
|
|
$
|
1.51
|
|
|
$
|
1.00
|
|
|
From discontinued operations
|
|
$
|
0.02
|
|
|
$
|
0.11
|
|
|
$
|
(0.60
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.50
|
|
|
Total diluted earnings (loss) per common share
|
|
$
|
0.33
|
|
|
$
|
0.83
|
|
|
$
|
(0.21
|
)
|
|
$
|
1.36
|
|
|
$
|
1.50
|
|
|
Cash dividends per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
5,591
|
|
|
$
|
4,361
|
|
|
$
|
4,094
|
|
|
$
|
4,255
|
|
|
$
|
4,780
|
|
(b)
|
Total debt
|
|
$
|
853
|
|
|
$
|
11
|
|
|
$
|
15
|
|
|
$
|
308
|
|
|
$
|
308
|
|
(b)
|
Total NCR stockholders' equity
|
|
$
|
799
|
|
|
$
|
883
|
|
|
$
|
564
|
|
|
$
|
440
|
|
|
$
|
1,757
|
|
(b)
|
Number of employees and contractors
|
|
23,500
|
|
|
21,000
|
|
|
21,500
|
|
|
22,400
|
|
|
23,200
|
|
(b)
|
(a)
|
Continuing operations exclude the results of the Teradata Data Warehousing business which was spun-off through a tax free distribution to the Company's stockholders on September 30, 2007, costs and insurance recoveries relating to certain environmental obligations associated with discontinued operations, including the Fox River, Japan and Kalamazoo matters, the closure of NCR's EFT payment processing business in Canada, as well as the results from our healthcare solutions business which was sold on December 23, 2011.
|
(b)
|
Reflects NCR's assets, debt, stockholders' equity and number of employees and contractors from continuing operations following the spin-off of Teradata on September 30, 2007.
|
(c)
|
The following income (expense) amounts, net of tax are included in income from continuing operations for
the years ended December 31
:
|
In millions
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Impairment charges
|
|
$
|
(70
|
)
|
|
$
|
(9
|
)
|
|
$
|
(30
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition related costs
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Legal settlements and charges
|
|
2
|
|
|
(5
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
—
|
|
|||||
Japan valuation reserve release
|
|
|
|
39
|
|
|
|
|
|
|
|
|||||||||
Incremental costs directly related to the relocation of the worldwide headquarters
|
|
—
|
|
|
(11
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||||
Organizational realignment initiative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|||||
Net gains from sales of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|||||
Manufacturing realignment initiative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||||
Japan realignment initiative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||
Costs related to Teradata spin-off
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Tax adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Total
|
|
$
|
(104
|
)
|
|
$
|
14
|
|
|
$
|
(38
|
)
|
|
$
|
(40
|
)
|
|
$
|
(78
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
|
•
|
Revenue growth of approximately 13% compared to full year
2010
|
•
|
Gross margin improvement of approximately 90 basis points compared to full year
2010
|
•
|
Continued realization of the benefits of our cost reduction initiatives
|
•
|
Continued growth of higher margin software and services offerings and improvements in revenue mix
|
•
|
Delivered differentiating solutions, such as our Scalable Deposit Module and our APTRA suite of software solutions
|
•
|
Acquired Radiant Systems, Inc. during the third quarter of 2011 for a purchase price of approximately $1.2 billion
|
•
|
Created a strategic alliance with Scopus Tecnologia Ltda. for ATM manufacturing in Brazil
|
In millions
|
2011
|
|
2010
|
|
2009
|
Revenue
|
$5,443
|
|
$4,810
|
|
$4,599
|
Gross margin
|
1,135
|
|
964
|
|
880
|
Gross margin as a percentage of revenue
|
20.9%
|
|
20.0%
|
|
19.1%
|
Operating expenses
|
|
|
|
|
|
Selling, general and administrative expenses
|
$805
|
|
$696
|
|
$636
|
Research and development expenses
|
177
|
|
162
|
|
141
|
Impairment of long-lived and other assets
|
88
|
|
—
|
|
—
|
Income from operations
|
$65
|
|
$106
|
|
$103
|
In millions
|
2011
|
|
2010
|
|
2009
|
Product revenue
|
$2,744
|
|
$2,400
|
|
$2,228
|
Cost of products
|
2,209
|
|
1,923
|
|
1,808
|
Product gross margin
|
$535
|
|
$477
|
|
$420
|
Product gross margin as a percentage of revenue
|
19.5%
|
|
19.9%
|
|
18.9%
|
Services revenue
|
$2,699
|
|
$2,410
|
|
$2,371
|
Cost of services
|
2,099
|
|
1,923
|
|
1,911
|
Services gross margin
|
$600
|
|
$487
|
|
$460
|
Services gross margin as a percentage of revenue
|
22.2%
|
|
20.2%
|
|
19.4%
|
In millions
|
2011
|
% of Total
|
|
2010
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Constant Currency
|
Brazil, India, China and Middle East Africa (BICMEA)
|
$849
|
16%
|
|
$753
|
16%
|
|
13%
|
12%
|
North America
|
2,272
|
42%
|
|
1,866
|
39%
|
|
22%
|
20%
|
Europe
|
1,421
|
26%
|
|
1,378
|
28%
|
|
3%
|
(2)%
|
Japan Korea
|
332
|
6%
|
|
348
|
7%
|
|
(5)%
|
(14)%
|
South Asia Pacific
|
345
|
6%
|
|
286
|
6%
|
|
21%
|
11%
|
Caribbean Latin America (CLA)
|
224
|
4%
|
|
179
|
4%
|
|
25%
|
23%
|
Consolidated revenue
|
$5,443
|
100%
|
|
$4,810
|
100%
|
|
13%
|
10%
|
In millions
|
2011
|
|
2010
|
|
2009
|
Pension expense
|
$222
|
|
$208
|
|
$159
|
Postemployment expense
|
46
|
|
43
|
|
49
|
Postretirement benefit
|
(13)
|
|
(4)
|
|
(3)
|
Total expense
|
$255
|
|
$247
|
|
$205
|
•
|
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, 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 bar-code scanners, as well as innovative self-service kiosks, such as self-checkout. We also offer installation, maintenance, and managed and professional services and a complete line of printer consumables.
|
•
|
Hospitality and Specialty Retail
- The former business of Radiant is managed and reported as a separate segment, Hospitality and Specialty Retail. Through this line of business, we offer technology solutions to customers in the hospitality, convenience, and specialty retail industries, serving businesses that range from a single store or restaurant to global chains and the world's largest sports stadiums. Our solutions include point of sale hardware and software solutions, installation, maintenance, and managed and professional services and a complete line of printer consumables.
|
•
|
Entertainment -
We offer solutions that provide the consumer the ability to rent or buy movies at their convenience through self-service kiosks which we own and operate.
|
•
|
Emerging Industries -
We offer maintenance and 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 and gaming industries, including self-service kiosks, as well as related installation, maintenance, and managed and professional services.
|
In millions
|
2011
|
|
2010
|
|
2009
|
Revenue
|
$2,999
|
|
$2,645
|
|
$2,614
|
Operating income
|
$313
|
|
$250
|
|
$252
|
Operating income as a percentage of revenue
|
10.4%
|
|
9.5%
|
|
9.6%
|
In millions
|
2011
|
|
2010
|
|
2009
|
Revenue
|
$1,755
|
|
$1,705
|
|
$1,610
|
Operating income
|
$83
|
|
$79
|
|
$14
|
Operating income as a percentage of revenue
|
4.7%
|
|
4.6%
|
|
0.9%
|
In millions
|
2011
|
|
2010
|
|
2009
|
Revenue
|
$141
|
|
—
|
|
—
|
Operating income
|
$22
|
|
—
|
|
—
|
Operating income as a percentage of revenue
|
15.6%
|
|
—%
|
|
—%
|
In millions
|
2011
|
|
2010
|
|
2009
|
Revenue
|
$163
|
|
$102
|
|
$27
|
Operating loss
|
$(60)
|
|
$(50)
|
|
$(33)
|
Operating loss as a percentage of revenue
|
(36.8)%
|
|
(49.0)%
|
|
(122.2)%
|
In millions
|
2011
|
|
2010
|
|
2009
|
Revenue
|
$385
|
|
$358
|
|
$348
|
Operating income
|
$76
|
|
$61
|
|
$57
|
Operating income as a percentage of revenue
|
19.7%
|
|
17.0%
|
|
16.4%
|
In millions
|
2011
|
|
2010
|
|
2009
|
Net cash provided by operating activities
|
$375
|
|
$247
|
|
$260
|
Less: Expenditures for property, plant and equipment, net of grant reimbursements
|
(101)
|
|
(169)
|
|
(112)
|
Less: Additions to capitalized software
|
(62)
|
|
(57)
|
|
(61)
|
Net cash (used in) provided by discontinued operations
|
(24)
|
|
16
|
|
(37)
|
Free cash flow (non-GAAP)
|
$188
|
|
$37
|
|
$50
|
In millions
|
Total Amounts
|
2012
|
2013 - 2014
|
2015 - 2016
|
2017 & Thereafter
|
All Other
|
||||||||||||
Debt obligations
|
$
|
853
|
|
$
|
1
|
|
$
|
141
|
|
$
|
702
|
|
$
|
9
|
|
$
|
—
|
|
Interest on debt obligations
|
117
|
|
27
|
|
50
|
|
38
|
|
2
|
|
—
|
|
||||||
Estimated environmental liability payments
|
240
|
|
40
|
|
74
|
|
51
|
|
75
|
|
—
|
|
||||||
Lease obligations
|
205
|
|
62
|
|
83
|
|
47
|
|
13
|
|
—
|
|
||||||
Purchase obligations
|
880
|
|
772
|
|
71
|
|
37
|
|
—
|
|
—
|
|
||||||
Uncertain tax positions
|
148
|
|
—
|
|
—
|
|
—
|
|
—
|
|
148
|
|
||||||
Total obligations
|
$
|
2,443
|
|
$
|
902
|
|
$
|
419
|
|
$
|
875
|
|
$
|
99
|
|
$
|
148
|
|
•
|
a consolidated leverage ratio on the last day of any fiscal quarter, commencing with the fiscal quarter ending December 31, 2011, not to exceed (i)
3.50 to 1.00
for each fiscal quarter ending prior to December 31, 2013, (ii)
3.25 to 1.00
for each fiscal quarter ending on or after December 31, 2013 and prior to December 31, 2014, and (iii)
3.00 to 1.00
for each fiscal quarter ending on or after December 31, 2014; and
|
•
|
|
•
|
an interest coverage ratio of at least (i) 3.50 to 1.00, in the case of any four consecutive fiscal quarters ending prior to December 31, 2013, and (ii) 4.00 to 1.00, in the case of any four consecutive fiscal quarters ending on or after December 31, 2013.
|
•
|
The total clean-up costs for the site (we use the best estimate within a range of reasonably possible outcomes—
$852 million
—which consists of the current estimate of the lower river clean-up and long-term monitoring costs developed in consultation with the engineering firms working on the design, the projected costs of the upper river clean-up, plus a
15%
contingency for probable cost overruns and a contingency for future Government oversight costs, and the NCR-API share of the estimated natural resource damages);
|
•
|
The total natural resource damages for the site (we use a best estimate of
$76 million
, which is based on prior negotiations);
|
•
|
The share NCR and API will jointly bear of the total clean-up costs (as a result of the December 2009 and February 2011 judicial orders discussed in Note 9, we now assume NCR and API will be responsible for the full extent of the clean-up activities they are undertaking, which is a best estimate, and for a substantial portion of the counterclaims filed against them, as to which we use the low end of a range) and of natural resource damages (we use a best estimate);
|
•
|
The share NCR will bear of the joint NCR/API payments for clean-up costs and natural resource damages (based upon an agreement between NCR and API, and an arbitration award, we utilized a
45%
share for NCR of the first
$75 million
—a threshold that was reached in the second quarter of 2008—and a
40%
share for amounts in excess of
$75 million
); and
|
•
|
Our transaction costs to defend NCR in this matter, including participation in litigation to establish proper allocation shares and the lawsuit filed by the Governments on October 14, 2010 as described in Note 9 (we have estimated the costs we are likely to incur through 2017, the end of the time period the Governments have projected it will take to design and implement the remedy for the Fox River).
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
For the years ended December 31 (in millions except per share amounts)
|
2011
|
|
2010
|
|
2009
|
||||||
Product revenue
|
$
|
2,744
|
|
|
$
|
2,400
|
|
|
$
|
2,228
|
|
Service revenue
|
2,699
|
|
|
2,410
|
|
|
2,371
|
|
|||
Total revenue
|
5,443
|
|
|
4,810
|
|
|
4,599
|
|
|||
Cost of products
|
2,209
|
|
|
1,923
|
|
|
1,808
|
|
|||
Cost of services
|
2,099
|
|
|
1,923
|
|
|
1,911
|
|
|||
Selling, general and administrative expenses
|
805
|
|
|
696
|
|
|
636
|
|
|||
Research and development expenses
|
177
|
|
|
162
|
|
|
141
|
|
|||
Impairment of long-lived and other assets
|
88
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
5,378
|
|
|
4,704
|
|
|
4,496
|
|
|||
Income from operations
|
65
|
|
|
106
|
|
|
103
|
|
|||
Interest expense
|
(13
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|||
Other (expense) income, net
|
(3
|
)
|
|
(11
|
)
|
|
(31
|
)
|
|||
Income from continuing operations before income taxes
|
49
|
|
|
93
|
|
|
62
|
|
|||
Income tax (benefit) expense
|
—
|
|
|
(26
|
)
|
|
(3
|
)
|
|||
Income from continuing operations
|
49
|
|
|
119
|
|
|
65
|
|
|||
Income (loss) from discontinued operations, net of tax
|
3
|
|
|
18
|
|
|
(95
|
)
|
|||
Net income (loss)
|
52
|
|
|
137
|
|
|
(30
|
)
|
|||
Net (loss) income attributable to noncontrolling interests
|
(1
|
)
|
|
3
|
|
|
3
|
|
|||
Net income (loss) attributable to NCR
|
$
|
53
|
|
|
$
|
134
|
|
|
$
|
(33
|
)
|
Amounts attributable to NCR common stockholders:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
50
|
|
|
$
|
116
|
|
|
$
|
62
|
|
Income (loss) from discontinued operations, net of tax
|
3
|
|
|
18
|
|
|
(95
|
)
|
|||
Net income (loss)
|
$
|
53
|
|
|
$
|
134
|
|
|
$
|
(33
|
)
|
Net income per share attributable to NCR common stockholders:
|
|
|
|
|
|
||||||
Net income per common share from continuing operations
|
|
|
|
|
|
||||||
Basic
|
$
|
0.32
|
|
|
$
|
0.73
|
|
|
$
|
0.39
|
|
Diluted
|
$
|
0.31
|
|
|
$
|
0.72
|
|
|
$
|
0.39
|
|
Net income (loss) per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.34
|
|
|
$
|
0.84
|
|
|
$
|
(0.21
|
)
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.83
|
|
|
$
|
(0.21
|
)
|
Weighted average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
158.0
|
|
|
159.8
|
|
|
158.9
|
|
|||
Diluted
|
161.0
|
|
|
161.2
|
|
|
160.1
|
|
As of December 31 (in millions except per share amounts)
|
2011
|
|
2010
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
398
|
|
|
$
|
496
|
|
Accounts receivable, net
|
1,038
|
|
|
928
|
|
||
Inventories, net
|
774
|
|
|
741
|
|
||
Other current assets
|
305
|
|
|
313
|
|
||
Total current assets
|
2,515
|
|
|
2,478
|
|
||
Property, plant and equipment, net
|
365
|
|
|
429
|
|
||
Goodwill
|
913
|
|
|
115
|
|
||
Intangibles
|
312
|
|
|
15
|
|
||
Prepaid pension cost
|
339
|
|
|
286
|
|
||
Deferred income taxes
|
714
|
|
|
630
|
|
||
Other assets
|
433
|
|
|
408
|
|
||
Total assets
|
$
|
5,591
|
|
|
$
|
4,361
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
1
|
|
|
$
|
1
|
|
Accounts payable
|
525
|
|
|
499
|
|
||
Payroll and benefits liabilities
|
221
|
|
|
175
|
|
||
Deferred service revenue and customer deposits
|
418
|
|
|
362
|
|
||
Other current liabilities
|
400
|
|
|
379
|
|
||
Total current liabilities
|
1,565
|
|
|
1,416
|
|
||
Long-term debt
|
852
|
|
|
10
|
|
||
Pension and indemnity plan liabilities
|
1,662
|
|
|
1,259
|
|
||
Postretirement and postemployment benefits liabilities
|
256
|
|
|
309
|
|
||
Income tax accruals
|
148
|
|
|
165
|
|
||
Environmental liabilities
|
220
|
|
|
244
|
|
||
Other liabilities
|
53
|
|
|
42
|
|
||
Total liabilities
|
4,756
|
|
|
3,445
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 9)
|
|
|
|
||||
|
|
|
|
||||
Redeemable noncontrolling interest
|
1
|
|
|
—
|
|
||
|
|
|
|
||||
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, 2011 and December 31, 2010
|
—
|
|
|
—
|
|
||
Common stock: par value $0.01 per share, 500.0 shares authorized, 157.6 and 159.7 shares issued and outstanding as of December 31, 2011 and December 31, 2010, respectively
|
2
|
|
|
2
|
|
||
Paid-in capital
|
301
|
|
|
281
|
|
||
Retained earnings
|
1,988
|
|
|
1,935
|
|
||
Accumulated other comprehensive loss
|
(1,492
|
)
|
|
(1,335
|
)
|
||
Total NCR stockholders’ equity
|
799
|
|
|
883
|
|
||
Noncontrolling interests in subsidiaries
|
35
|
|
|
33
|
|
||
Total stockholders’ equity
|
834
|
|
|
916
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,591
|
|
|
$
|
4,361
|
|
For the years ended December 31 (in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
52
|
|
|
$
|
137
|
|
|
$
|
(30
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations
|
(3
|
)
|
|
(18
|
)
|
|
95
|
|
|||
Depreciation and amortization
|
168
|
|
|
138
|
|
|
128
|
|
|||
Stock-based compensation expense
|
33
|
|
|
21
|
|
|
12
|
|
|||
Excess tax benefit from stock-based compensation
|
(1
|
)
|
|
—
|
|
|
|
|
|||
Deferred income taxes
|
(64
|
)
|
|
(63
|
)
|
|
(78
|
)
|
|||
Gain on sale of property, plant and equipment
|
(5
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|||
Impairment of long-lived and other assets
|
98
|
|
14
|
|
|
39
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(58
|
)
|
|
(26
|
)
|
|
27
|
|
|||
Inventories
|
1
|
|
|
(54
|
)
|
|
5
|
|
|||
Current payables and accrued expenses
|
55
|
|
|
(12
|
)
|
|
(28
|
)
|
|||
Deferred service revenue and customer deposits
|
34
|
|
|
34
|
|
|
18
|
|
|||
Employee severance and pension
|
92
|
|
|
80
|
|
|
49
|
|
|||
Other assets and liabilities
|
(27
|
)
|
|
6
|
|
|
35
|
|
|||
Net cash provided by operating activities
|
375
|
|
|
247
|
|
|
260
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Grant reimbursements from capital expenditures
|
—
|
|
|
5
|
|
|
9
|
|
|||
Expenditures for property, plant and equipment
|
(101
|
)
|
|
(174
|
)
|
|
(121
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
2
|
|
|
39
|
|
|
11
|
|
|||
Additions to capitalized software
|
(62
|
)
|
|
(57
|
)
|
|
(61
|
)
|
|||
Business acquisitions, net of cash acquired
|
(1,087
|
)
|
|
—
|
|
|
—
|
|
|||
Other investing activities, net
|
2
|
|
|
(24
|
)
|
|
(41
|
)
|
|||
Net cash used in investing activities
|
(1,246
|
)
|
|
(211
|
)
|
|
(203
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Repurchases of Company common stock
|
(70
|
)
|
|
(20
|
)
|
|
(1
|
)
|
|||
Repayment of short-term borrowings
|
—
|
|
|
(4
|
)
|
|
4
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Repayment of senior unsecured notes
|
—
|
|
|
—
|
|
|
(300
|
)
|
|||
Excess tax benefit from stock-based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from employee stock plans
|
18
|
|
|
11
|
|
|
9
|
|
|||
Borrowings on term credit facility
|
700
|
|
|
—
|
|
|
—
|
|
|||
Payments on revolving credit facility
|
(260
|
)
|
|
(75
|
)
|
|
(30
|
)
|
|||
Borrowings on revolving credit facility
|
400
|
|
|
75
|
|
|
30
|
|
|||
Debt issuance cost
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of noncontrolling interest
|
43
|
|
|
—
|
|
|
—
|
|
|||
Dividend distribution to minority shareholder
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
802
|
|
|
(14
|
)
|
|
(288
|
)
|
|||
Cash flows from discontinued operations
|
|
|
|
|
|
||||||
Net cash (used in) provided by operating activities
|
(24
|
)
|
|
16
|
|
|
(37
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5
|
)
|
|
7
|
|
|
8
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(98
|
)
|
|
45
|
|
|
(260
|
)
|
|||
Cash and cash equivalents at beginning of period
|
496
|
|
|
451
|
|
|
711
|
|
|||
Cash and cash equivalents at end of period
|
$
|
398
|
|
|
$
|
496
|
|
|
$
|
451
|
|
|
|
|
|
|
|
||||||
Supplemental data
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
55
|
|
|
$
|
34
|
|
|
$
|
49
|
|
Interest
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
10
|
|
|
|
|
|
NCR Stockholders
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Noncontrolling Interests in Subsidiaries
|
|
|
|||||||||||||||||
|
Redeemable Noncontrolling Interests
|
|
|
Shares
|
|
Amount
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
|
|
Total
|
|||||||||||||||||
December 31, 2008
|
$
|
—
|
|
|
|
158
|
|
|
$
|
2
|
|
|
$
|
248
|
|
|
$
|
1,834
|
|
|
$
|
(1,644
|
)
|
|
$
|
25
|
|
|
$
|
465
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
3
|
|
|
(30
|
)
|
|||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Currency translation adjustments
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|||||||
Unrealized gain (loss) from securities, net of tax expense of $0
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Cash flow hedging gains (losses), net of tax expense of $0
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||
Changes to unrecognized losses and prior service cost related to pension, postretirement and postemployment benefits, net of tax expense of $110
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
|||||||
Total other comprehensive income
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
|||||||
Total comprehensive (loss) income
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
135
|
|
|
3
|
|
|
105
|
|
|||||||
Employee stock purchase and stock compensation plans
|
—
|
|
|
|
2
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||||
Repurchase of Company common stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
December 31, 2009
|
$
|
—
|
|
|
|
160
|
|
|
$
|
2
|
|
|
$
|
270
|
|
|
$
|
1,801
|
|
|
$
|
(1,509
|
)
|
|
$
|
28
|
|
|
$
|
592
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
3
|
|
|
137
|
|
|||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustments
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
2
|
|
|
32
|
|
|||||||
Unrealized gain (loss) from securities, net of tax expense of $0
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Cash flow hedging gains (losses), net of tax expense of $1
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||||
Changes to unrecognized losses and prior service cost related to pension, postretirement and postemployment benefits, net of tax expense of $27
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
|||||||
Total other comprehensive income
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
2
|
|
|
176
|
|
|||||||
Total comprehensive (loss) income
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
174
|
|
|
5
|
|
|
313
|
|
|||||||
Employee stock purchase and stock compensation plans
|
—
|
|
|
|
2
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
Repurchase of Company common stock
|
—
|
|
|
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||||
December 31, 2010
|
$
|
—
|
|
|
|
160
|
|
|
$
|
2
|
|
|
$
|
281
|
|
|
$
|
1,935
|
|
|
$
|
(1,335
|
)
|
|
$
|
33
|
|
|
$
|
916
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
(2
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
1
|
|
|
54
|
|
|||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation adjustments
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
2
|
|
|
(26
|
)
|
|||||||
Unrealized gain (loss) from securities, net of tax expense of $0
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Cash flow hedging gains (losses), net of tax benefit of $3
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Changes to unrecognized losses and prior service cost related to pension, postretirement and postemployment benefits, net of tax benefit of $67
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
(123
|
)
|
|||||||
Total other comprehensive income (loss)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
2
|
|
|
(155
|
)
|
|||||||
Total comprehensive (loss) income
|
(2
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
(157
|
)
|
|
3
|
|
|
(101
|
)
|
|||||||
Employee stock purchase and stock compensation plans
|
—
|
|
|
|
1
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||||
Repurchase of Company common stock
|
—
|
|
|
|
(3
|
)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||||||
Dividends distribution to minority shareholder
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
Sale of redeemable noncontrolling interests
|
3
|
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
December 31, 2011
|
$
|
1
|
|
|
|
158
|
|
|
$
|
2
|
|
|
$
|
301
|
|
|
$
|
1,988
|
|
|
$
|
(1,492
|
)
|
|
$
|
35
|
|
|
$
|
834
|
|
In millions
|
2011
|
|
2010
|
|
2009
|
||||||
Beginning balance as of January 1
|
$
|
107
|
|
|
$
|
102
|
|
|
$
|
92
|
|
Capitalization
|
62
|
|
|
57
|
|
|
61
|
|
|||
Amortization
|
(51
|
)
|
|
(52
|
)
|
|
(51
|
)
|
|||
Ending balance as of December 31
|
$
|
118
|
|
|
$
|
107
|
|
|
$
|
102
|
|
•
|
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, that are observable either directly or indirectly
|
•
|
Level 3: Unobservable inputs for which there is little or no market data
|
•
|
Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
•
|
Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).
|
•
|
Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option pricing and excess earnings models).
|
In millions, except per share amounts
|
|
2011
|
|
2010
|
|
2009
|
||||||
Income from continuing operations
|
|
$
|
50
|
|
|
$
|
116
|
|
|
$
|
62
|
|
Income (loss) from discontinued operations, net of tax
|
|
3
|
|
|
18
|
|
|
(95
|
)
|
|||
Net income (loss) attributable to NCR common stockholders
|
|
$
|
53
|
|
|
$
|
134
|
|
|
$
|
(33
|
)
|
Weighted average outstanding shares of common stock
|
|
158.0
|
|
|
159.8
|
|
|
158.9
|
|
|||
Dilutive effect of employee stock options and restricted stock
|
|
3.0
|
|
|
1.4
|
|
|
1.2
|
|
|||
Common stock and common stock equivalents
|
|
161.0
|
|
|
161.2
|
|
|
160.1
|
|
|||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
0.32
|
|
|
$
|
0.73
|
|
|
$
|
0.39
|
|
From discontinued operations
|
|
0.02
|
|
|
0.11
|
|
|
(0.60
|
)
|
|||
Total basic earnings (loss) per share
|
|
$
|
0.34
|
|
|
$
|
0.84
|
|
|
$
|
(0.21
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
0.31
|
|
|
$
|
0.72
|
|
|
$
|
0.39
|
|
From discontinued operations
|
|
0.02
|
|
|
0.11
|
|
|
(0.60
|
)
|
|||
Total diluted earnings (loss) per share
|
|
$
|
0.33
|
|
|
$
|
0.83
|
|
|
$
|
(0.21
|
)
|
For the years ended December 31
|
|
2011
|
|
2010
|
|
2009
|
||||||
Other (expense) income, net
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Impairment of an investment (Note 11)
|
|
—
|
|
|
(14
|
)
|
|
(24
|
)
|
|||
Other, net
|
|
(8
|
)
|
|
(2
|
)
|
|
(13
|
)
|
|||
Total other (expense) income, net
|
|
$
|
(3
|
)
|
|
$
|
(11
|
)
|
|
$
|
(31
|
)
|
|
|
|
|
|
|
|
||||||
At December 31
|
|
|
|
2011
|
|
2010
|
||||||
Accounts Receivable
|
|
|
|
|
|
|
||||||
Trade
|
|
|
|
$
|
1,002
|
|
|
$
|
878
|
|
||
Other
|
|
|
|
52
|
|
|
63
|
|
||||
Accounts Receivable, gross
|
|
|
|
1,054
|
|
|
941
|
|
||||
Less: allowance for doubtful accounts
|
|
|
|
(16
|
)
|
|
(13
|
)
|
||||
Total accounts receivable, net
|
|
|
|
$
|
1,038
|
|
|
$
|
928
|
|
||
|
|
|
|
|
|
|
||||||
Inventories
|
|
|
|
|
|
|
||||||
Work in process and raw materials, net
|
|
|
|
$
|
167
|
|
|
$
|
143
|
|
||
Finished goods, net
|
|
|
|
177
|
|
|
180
|
|
||||
Service parts, net
|
|
|
|
430
|
|
|
418
|
|
||||
Total inventories, net
|
|
|
|
$
|
774
|
|
|
$
|
741
|
|
||
|
|
|
|
|
|
|
||||||
Other current assets
|
|
|
|
|
|
|
||||||
Current deferred tax assets
|
|
|
|
$
|
147
|
|
|
$
|
125
|
|
||
Other
|
|
|
|
158
|
|
|
188
|
|
||||
Total other current assets
|
|
|
|
$
|
305
|
|
|
$
|
313
|
|
||
|
|
|
|
|
|
|
||||||
Property, plant and equipment
|
|
|
|
|
|
|
||||||
Land and improvements
|
|
|
|
$
|
46
|
|
|
$
|
43
|
|
||
Buildings and improvements
|
|
|
|
234
|
|
|
234
|
|
||||
Machinery and other equipment
|
|
|
|
674
|
|
|
818
|
|
||||
Property, plant and equipment, gross
|
|
|
|
954
|
|
|
1,095
|
|
||||
Less: accumulated depreciation
|
|
|
|
(589
|
)
|
|
(666
|
)
|
||||
Total property, plant and equipment, net
|
|
|
|
$
|
365
|
|
|
$
|
429
|
|
||
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive loss, net of tax
|
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
|
|
$
|
(82
|
)
|
|
$
|
(54
|
)
|
||
Unrealized gain on securities
|
|
|
|
1
|
|
|
2
|
|
||||
Unrealized gain on derivatives
|
|
|
|
—
|
|
|
5
|
|
||||
Actuarial losses and prior service costs on employee benefit plans
|
|
|
|
(1,411
|
)
|
|
(1,288
|
)
|
||||
Total accumulated other comprehensive loss
|
|
|
|
$
|
(1,492
|
)
|
|
$
|
(1,335
|
)
|
•
|
Acquisition of Radiant on August 24, 2011, as described below.
|
•
|
1%
minority investment in ViVOtech Inc. on March 18, 2010, bringing the Company’s total investment in ViVOtech Inc. at that time to
6%
. This additional investment was recorded as a cost method investment.
|
•
|
17%
minority investment in Document Capture Technologies Inc. (DCT), a provider of imaging technology solutions on August 5, 2010. DCT’s product is designed to facilitate the way information is stored, shared and managed for business and personal use. The Company recorded this transaction as an equity method investment.
|
•
|
8%
minority investment in MOD Systems Inc. on August 20, 2010, bringing the Company’s total investment in MOD Systems Inc. to
16%
. Of this additional investment,
5%
was recorded as an equity method investment and
3%
was recorded as a cost method investment.
|
•
|
Acquisition of Mobiqa Limited on October 15, 2010, to enhance NCR’s self-service portfolio by incorporating mobile content optimization into the Company’s products.
|
•
|
Acquisition of the remaining
80.4%
interest in TNR Holdings Corporation (TNR) on April 21, 2009 which provided the Company with access to additional markets for its DVD kiosks and enhanced kiosk technologies.
|
•
|
Acquisition of Netkey, Inc. on October 31, 2009, to extend NCR’s self-service portfolio into the digital media merchandising market.
|
•
|
Acquisition of DVDPlay on December 8, 2009, to extend NCR’s self-service portfolio in the entertainment line of business by increasing our DVD kiosk installations and enabling expansion into new markets.
|
In millions
|
|
|
|
||||||||
Purchase Consideration
|
Net Tangible Assets Acquired/(Liabilities Assumed)
|
Purchased Intangible Assets
|
Goodwill
|
||||||||
$
|
1,206
|
|
$
|
78
|
|
$
|
319
|
|
$
|
809
|
|
|
|
Estimated
Fair Value
|
|
Weighted Average Amortization Period
(1)
|
|||
|
|
(In millions)
|
|
(years)
|
|||
Reseller Network
|
|
|
88
|
|
|
13
|
|
Technology - Software and Hardware
|
|
|
106
|
|
|
6
|
|
Trademarks
|
|
|
48
|
|
|
9
|
|
Direct customer relationships
|
|
|
74
|
|
|
15
|
|
Noncompete agreements
|
|
|
2
|
|
|
2
|
|
Internally developed software
|
|
|
1
|
|
|
2
|
|
Total acquired intangible assets
|
|
|
$
|
319
|
|
|
|
(1)
|
Determination of the weighted average amortization period of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives is recognized over the period of time the assets are expected to contribute to future cash flows.
|
In millions
|
|
Year ended December 31, 2011
|
|
Year ended December 31, 2010
|
|||||||||
Revenue
|
|
$
|
5,690
|
|
|
$
|
5,156
|
|
|||||
Net income attributable to NCR
|
|
$
|
64
|
|
|
$
|
102
|
|
|
January 1, 2011
|
|
|
|
Impairment
|
|
|
|
December 31, 2011
|
||||||||||||||||||||||||||
In millions
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|
Additions
|
|
|
Other
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|||||||||||||||||||
Financial Services
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
152
|
|
Retail Solutions
|
21
|
|
|
(3
|
)
|
|
18
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
(3
|
)
|
|
117
|
|
|||||||||
Hospitality and Specialty Retail
|
—
|
|
|
—
|
|
|
—
|
|
|
624
|
|
|
—
|
|
|
(5
|
)
|
|
619
|
|
|
—
|
|
|
619
|
|
|||||||||
Entertainment
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|||||||||
Emerging Industries
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||||||
Total
|
$
|
118
|
|
|
$
|
(3
|
)
|
|
$
|
115
|
|
|
$
|
809
|
|
|
$
|
(5
|
)
|
|
$
|
(6
|
)
|
|
$
|
921
|
|
|
$
|
(8
|
)
|
|
$
|
913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
January 1, 2010
|
|
|
|
Impairment
|
|
|
|
December 31, 2010
|
||||||||||||||||||||||||||
In millions
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|
Additions
|
|
|
Other
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|||||||||||||||||||
Financial Services
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
67
|
|
Retail Solutions
|
21
|
|
|
(3
|
)
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
(3
|
)
|
|
18
|
||||||||||
Hospitality and Specialty Retail
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Entertainment
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
||||||||||
Emerging Industries
|
11
|
|
|
—
|
|
|
11
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
||||||||||
Total
|
$
|
103
|
|
|
$
|
(3
|
)
|
|
$
|
100
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
118
|
|
|
$
|
(3
|
)
|
|
$
|
115
|
|
|
Weighted Average Amortization Period (in Years)
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
In millions
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|||||||||
Identifiable intangible assets
|
|
|
|
|
|
|
|
|
|
||||||||
Reseller & customer relationships
|
1 - 15
|
|
$
|
167
|
|
|
$
|
(8
|
)
|
|
$
|
7
|
|
|
$
|
(2
|
)
|
Intellectual property
|
2 - 7
|
|
164
|
|
|
(59
|
)
|
|
59
|
|
|
(49
|
)
|
||||
Tradenames
|
2 - 9
|
|
49
|
|
|
(3
|
)
|
|
1
|
|
|
(1
|
)
|
||||
Non-compete arrangements
|
2 - 5
|
|
7
|
|
|
(5
|
)
|
|
5
|
|
|
(5
|
)
|
||||
Total identifiable intangible assets
|
|
|
$
|
387
|
|
|
$
|
(75
|
)
|
|
$
|
72
|
|
|
$
|
(57
|
)
|
|
|
December 31, 2011
|
|
For the years ended December 31 (estimated)
|
||||||||||||||||||||
In millions
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||||||||||
Amortization expense
|
|
$
|
19
|
|
|
$
|
42
|
|
|
$
|
41
|
|
|
$
|
39
|
|
|
$
|
36
|
|
|
$
|
32
|
|
•
|
a consolidated leverage ratio on the last day of any fiscal quarter, commencing with the fiscal quarter ending December 31, 2011, not to exceed (i)
3.50 to 1.00
for each fiscal quarter ending prior to December 31, 2013, (ii)
3.25 to 1.00
for each fiscal quarter ending on or after December 31, 2013 and prior to December 31, 2014, and (iii)
3.00 to 1.00
for each fiscal quarter ending on or after December 31, 2014; and
|
•
|
an interest coverage ratio of at least (i)
3.50 to 1.00
, in the case of any four consecutive fiscal quarters ending prior to December 31, 2013, and (ii)
4.00 to 1.00
, in the case of any four consecutive fiscal quarters ending on or after December 31, 2013.
|
In millions
|
|
2011
|
|
2010
|
|
2009
|
||||||
(Loss) income before income taxes
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(255
|
)
|
|
$
|
(102
|
)
|
|
$
|
(168
|
)
|
Foreign
|
|
304
|
|
|
195
|
|
|
230
|
|
|||
Total income from continuing operations before income taxes
|
|
$
|
49
|
|
|
$
|
93
|
|
|
$
|
62
|
|
In millions
|
|
2011
|
|
2010
|
|
2009
|
||||||
Income tax (benefit) expense
|
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
2
|
|
|
$
|
(8
|
)
|
|
$
|
1
|
|
State
|
|
1
|
|
|
1
|
|
|
7
|
|
|||
Foreign
|
|
61
|
|
|
44
|
|
|
67
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(64
|
)
|
|
(23
|
)
|
|
(50
|
)
|
|||
State
|
|
(2
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|||
Foreign
|
|
2
|
|
|
(39
|
)
|
|
(22
|
)
|
|||
Total income tax (benefit) expense
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
(3
|
)
|
In millions
|
|
2011
|
|
2010
|
|
2009
|
||||||
Income tax (benefit) expense at the U.S. federal tax rate of 35%
|
|
$
|
17
|
|
|
$
|
32
|
|
|
$
|
22
|
|
Foreign income tax differential
|
|
(19
|
)
|
|
(23
|
)
|
|
(33
|
)
|
|||
U.S. permanent book/tax differences
|
|
4
|
|
|
2
|
|
|
(1
|
)
|
|||
Tax audit settlements
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Change in liability for unrecognized tax benefits
|
|
2
|
|
|
4
|
|
|
11
|
|
|||
Nondeductible transaction costs
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Federal capital loss valuation allowance
|
|
5
|
|
|
—
|
|
|
—
|
|
|||
Japan valuation allowance release
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|||
Other, net
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Total income tax (benefit) expense
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
(3
|
)
|
In millions
|
|
2011
|
|
2010
|
||||
Deferred income tax assets
|
|
|
|
|
||||
Employee pensions and other benefits
|
|
$
|
658
|
|
|
$
|
540
|
|
Other balance sheet reserves and allowances
|
|
148
|
|
|
170
|
|
||
Tax loss and credit carryforwards
|
|
376
|
|
|
341
|
|
||
Capitalized research and development
|
|
67
|
|
|
57
|
|
||
Property, plant and equipment
|
|
49
|
|
|
18
|
|
||
Intangibles
|
|
—
|
|
|
5
|
|
||
Other
|
|
56
|
|
|
47
|
|
||
Total deferred income tax assets
|
|
1,354
|
|
|
1,178
|
|
||
Valuation allowance
|
|
(412
|
)
|
|
(410
|
)
|
||
Net deferred income tax assets
|
|
942
|
|
|
768
|
|
||
Deferred income tax liabilities
|
|
|
|
|
||||
Intangibles
|
|
81
|
|
|
—
|
|
||
Capitalized software
|
|
10
|
|
|
11
|
|
||
Other
|
|
9
|
|
|
7
|
|
||
Total deferred income tax liabilities
|
|
100
|
|
|
18
|
|
||
Total net deferred income tax assets
|
|
$
|
842
|
|
|
$
|
750
|
|
In millions
|
|
2011
|
|
2010
|
||||
Gross unrecognized tax benefits - January 1
|
|
$
|
285
|
|
|
$
|
288
|
|
Increases related to tax positions from prior years
|
|
18
|
|
|
16
|
|
||
Decreases related to tax positions from prior years
|
|
(28
|
)
|
|
(23
|
)
|
||
Increases related to tax provisions taken during the current year
|
|
23
|
|
|
30
|
|
||
Settlements with tax authorities
|
|
(33
|
)
|
|
(11
|
)
|
||
Lapses of statutes of limitation
|
|
(13
|
)
|
|
(15
|
)
|
||
Total gross unrecognized tax benefits - December 31
|
|
$
|
252
|
|
|
$
|
285
|
|
In millions
|
|
2011
|
|
2010
|
|
2009
|
||||||
Stock options
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
14
|
|
Restricted stock
|
|
27
|
|
|
15
|
|
|
(2
|
)
|
|||
Total stock-based compensation (pre-tax)
|
|
33
|
|
|
21
|
|
|
12
|
|
|||
Tax benefit
|
|
(10
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|||
Total stock-based compensation (net of tax)
|
|
$
|
23
|
|
|
$
|
14
|
|
|
$
|
9
|
|
|
|
2011
|
|
2010
|
|
2009
|
|||
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
Risk-free interest rate
|
|
2.04
|
%
|
|
2.27
|
%
|
|
1.98
|
%
|
Expected volatility
|
|
40.4
|
%
|
|
46.8
|
%
|
|
44.1
|
%
|
Expected holding period (years)
|
|
5.1
|
|
|
4.8
|
|
|
5.0
|
|
Shares in thousands
|
|
Shares Under Option
|
|
Weighted Average Exercise Price per Share
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Outstanding as of January 1
|
|
9,559
|
|
|
$
|
15.72
|
|
|
|
|
|
||
Granted
|
|
118
|
|
|
$
|
19.15
|
|
|
|
|
|
||
Exercised
|
|
(1,154
|
)
|
|
$
|
11.82
|
|
|
|
|
|
||
Forfeited or expired
|
|
(367
|
)
|
|
$
|
17.95
|
|
|
|
|
|
||
Outstanding as of December 31
|
|
8,156
|
|
|
$
|
16.23
|
|
|
4.99
|
|
$
|
17
|
|
Fully vested and expected to vest as of December 31
|
|
8,030
|
|
|
$
|
16.25
|
|
|
4.95
|
|
$
|
17
|
|
Exercisable as of December 31
|
|
6,707
|
|
|
$
|
16.49
|
|
|
4.41
|
|
$
|
13
|
|
Shares in thousands
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value per Share
|
|||
Unvested shares as of January 1
|
|
3,827
|
|
|
$
|
13.79
|
|
Shares granted
|
|
2,449
|
|
|
$
|
18.84
|
|
Shares vested
|
|
(77
|
)
|
|
$
|
14.31
|
|
Shares forfeited
|
|
(815
|
)
|
|
$
|
19.44
|
|
Unvested shares as of December 31
|
|
5,384
|
|
|
$
|
15.22
|
|
Shares in thousands
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Service-based shares
|
|
1,430
|
|
|
$
|
18.50
|
|
Performance-based shares
|
|
1,019
|
|
|
$
|
19.32
|
|
Total restricted stock grants
|
|
2,449
|
|
|
$
|
18.84
|
|
In millions
|
|
U.S.
Pension Benefits
|
|
International Pension Benefits
|
|
Total
Pension Benefits
|
|
Postretirement Benefits
|
|
Postemployment Benefits
|
||||||||||
Prior service cost (income)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
(18
|
)
|
|
$
|
(6
|
)
|
Actuarial loss
|
|
$
|
52
|
|
|
$
|
59
|
|
|
$
|
111
|
|
|
$
|
3
|
|
|
$
|
10
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation as of January 1
|
|
$
|
3,595
|
|
|
$
|
3,404
|
|
|
$
|
1,927
|
|
|
$
|
1,963
|
|
|
$
|
5,522
|
|
|
$
|
5,367
|
|
Net service cost
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
15
|
|
|
15
|
|
||||||
Interest cost
|
|
182
|
|
|
190
|
|
|
90
|
|
|
89
|
|
|
272
|
|
|
279
|
|
||||||
Amendment
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
9
|
|
|
(3
|
)
|
|
9
|
|
||||||
Actuarial loss
|
|
451
|
|
|
203
|
|
|
126
|
|
|
—
|
|
|
577
|
|
|
203
|
|
||||||
Benefits paid
|
|
(201
|
)
|
|
(202
|
)
|
|
(121
|
)
|
|
(114
|
)
|
|
(322
|
)
|
|
(316
|
)
|
||||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(38
|
)
|
|
(4
|
)
|
|
(38
|
)
|
||||||
Benefit obligation as of December 31
|
|
$
|
4,027
|
|
|
$
|
3,595
|
|
|
$
|
2,033
|
|
|
$
|
1,927
|
|
|
$
|
6,060
|
|
|
$
|
5,522
|
|
Accumulated benefit obligation as of December 31
|
|
$
|
4,027
|
|
|
$
|
3,595
|
|
|
$
|
1,955
|
|
|
$
|
1,850
|
|
|
$
|
5,982
|
|
|
$
|
5,445
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets as of January 1
|
|
$
|
2,692
|
|
|
$
|
2,582
|
|
|
$
|
1,833
|
|
|
$
|
1,737
|
|
|
$
|
4,525
|
|
|
$
|
4,319
|
|
Actual return on plan assets
|
|
233
|
|
|
303
|
|
|
154
|
|
|
136
|
|
|
387
|
|
|
439
|
|
||||||
Company contributions
|
|
9
|
|
|
9
|
|
|
116
|
|
|
96
|
|
|
125
|
|
|
105
|
|
||||||
Benefits paid
|
|
(201
|
)
|
|
(202
|
)
|
|
(121
|
)
|
|
(114
|
)
|
|
(322
|
)
|
|
(316
|
)
|
||||||
Currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(25
|
)
|
|
(4
|
)
|
|
(25
|
)
|
||||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Fair value of plan assets as of December 31
|
|
$
|
2,733
|
|
|
$
|
2,692
|
|
|
$
|
1,981
|
|
|
$
|
1,833
|
|
|
$
|
4,714
|
|
|
$
|
4,525
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Funded Status
|
|
$
|
(1,294
|
)
|
|
$
|
(903
|
)
|
|
$
|
(52
|
)
|
|
$
|
(94
|
)
|
|
$
|
(1,346
|
)
|
|
$
|
(997
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
339
|
|
|
$
|
286
|
|
|
$
|
339
|
|
|
$
|
286
|
|
Current liabilities
|
|
(8
|
)
|
|
(8
|
)
|
|
(15
|
)
|
|
(16
|
)
|
|
(23
|
)
|
|
(24
|
)
|
||||||
Noncurrent liabilities
|
|
(1,286
|
)
|
|
(895
|
)
|
|
(376
|
)
|
|
(364
|
)
|
|
(1,662
|
)
|
|
(1,259
|
)
|
||||||
Net amounts recognized
|
|
$
|
(1,294
|
)
|
|
$
|
(903
|
)
|
|
$
|
(52
|
)
|
|
$
|
(94
|
)
|
|
$
|
(1,346
|
)
|
|
$
|
(997
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
|
$
|
1,272
|
|
|
$
|
1,021
|
|
|
$
|
781
|
|
|
$
|
765
|
|
|
$
|
2,053
|
|
|
$
|
1,786
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
|
3
|
|
|
9
|
|
|
3
|
|
|
9
|
|
||||||
Total
|
|
$
|
1,272
|
|
|
$
|
1,021
|
|
|
$
|
784
|
|
|
$
|
774
|
|
|
$
|
2,056
|
|
|
$
|
1,795
|
|
In millions
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|
Net service cost
|
$—
|
|
$—
|
|
$—
|
|
$15
|
|
$15
|
|
$17
|
|
$15
|
|
$15
|
|
$17
|
Interest cost
|
182
|
|
190
|
|
195
|
|
90
|
|
89
|
|
92
|
|
272
|
|
279
|
|
287
|
Expected return on plan assets
|
(156)
|
|
(166)
|
|
(180)
|
|
(110)
|
|
(109)
|
|
(110)
|
|
(266)
|
|
(275)
|
|
(290)
|
Settlement charge
|
—
|
|
—
|
|
—
|
|
3
|
|
8
|
|
3
|
|
3
|
|
8
|
|
3
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost
|
—
|
|
—
|
|
—
|
|
6
|
|
—
|
|
1
|
|
6
|
|
—
|
|
1
|
Actuarial loss
|
123
|
|
119
|
|
94
|
|
69
|
|
62
|
|
47
|
|
192
|
|
181
|
|
141
|
Net benefit cost
|
$149
|
|
$143
|
|
$109
|
|
$73
|
|
$65
|
|
$50
|
|
$222
|
|
$208
|
|
$159
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||
Discount rate
|
|
4.0
|
%
|
|
5.3
|
%
|
|
4.1
|
%
|
|
4.6
|
%
|
|
4.0
|
%
|
|
5.0
|
%
|
Rate of compensation increase
|
|
N/A
|
|
N/A
|
|
3.0
|
%
|
|
3.5
|
%
|
|
3.0
|
%
|
|
3.5
|
%
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
|||||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|||||||||
Discount rate
|
|
5.3
|
%
|
|
5.8
|
%
|
|
6.3
|
%
|
|
4.6
|
%
|
|
4.9
|
%
|
|
5.3
|
%
|
|
5
|
%
|
|
5.4
|
%
|
|
5.9
|
%
|
Expected return on plan assets
|
|
6.8
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
|
5.5
|
%
|
|
6.0
|
%
|
|
6.1
|
%
|
|
6.3
|
%
|
|
6.9
|
%
|
|
7.1
|
%
|
Rate of compensation increase
|
|
N/A
|
|
N/A
|
|
N/A
|
|
3.5
|
%
|
|
3.7
|
%
|
|
3.9
|
%
|
|
3.5
|
%
|
|
3.7
|
%
|
|
3.9
|
%
|
|
|
U.S. Pension Fund
|
|
International Pension Fund
|
||||||||||||
|
|
Actual Allocation of Plan Assets as of December 31
|
|
Target Asset Allocation
|
|
Actual Allocation of Plan Assets as of December 31
|
|
Target Asset Allocation
|
||||||||
|
|
2011
|
|
2010
|
|
|
2011
|
|
2010
|
|
||||||
Equity securities
|
|
18
|
%
|
|
38
|
%
|
|
16 - 20%
|
|
24
|
%
|
|
45
|
%
|
|
24 - 31%
|
Debt securities
|
|
80
|
%
|
|
59
|
%
|
|
77 - 83%
|
|
65
|
%
|
|
44
|
%
|
|
61 - 68%
|
Real estate
|
|
2
|
%
|
|
3
|
%
|
|
1 - 3%
|
|
6
|
%
|
|
5
|
%
|
|
3 - 5%
|
Other
|
|
—
|
%
|
|
—
|
%
|
|
0 - 1%
|
|
5
|
%
|
|
6
|
%
|
|
3 - 6%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
U.S.
|
|
International
|
|||||||||||||||||||||||||||||
In millions
|
|
Notes
|
|
Fair Value as of December 31, 2011
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Fair Value as of December 31, 2011
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Preferred stock
|
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock
|
|
1
|
|
|
201
|
|
|
200
|
|
|
—
|
|
|
1
|
|
|
259
|
|
|
259
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Government securities
|
|
2
|
|
|
225
|
|
|
—
|
|
|
225
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|
—
|
|
||||||||
Corporate debt
|
|
3
|
|
|
781
|
|
|
—
|
|
|
781
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
|
—
|
|
||||||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Money market funds
|
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|||||||||
Common and commingled trusts - Equities
|
|
4
|
|
|
209
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
123
|
|
|
—
|
|
||||||||
Common and commingled trusts - Bonds
|
|
4
|
|
|
964
|
|
|
—
|
|
|
964
|
|
|
—
|
|
|
968
|
|
|
—
|
|
|
968
|
|
|
—
|
|
||||||||
Common and commingled trusts - Short Term Investments
|
|
4
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Common and commingled trusts - Balanced
|
|
4
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||||||
Partnership/joint venture interests - Real estate
|
|
5
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Partnership/joint venture interests - Other
|
|
5
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||||
Mutual funds
|
|
4
|
|
|
200
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
|
—
|
|
|
—
|
|
||||||||
Insurance products
|
|
4
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
|
—
|
|
||||||||
Real estate and other
|
|
5
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
7
|
|
|
—
|
|
|
132
|
|
||||||||
Total
|
|
|
|
$
|
2,733
|
|
|
$
|
404
|
|
|
$
|
2,233
|
|
|
$
|
96
|
|
|
$
|
1,981
|
|
|
$
|
327
|
|
|
$
|
1,467
|
|
|
$
|
187
|
|
|
|
|
|
U.S.
|
|
International
|
|||||||||||||||||||||||||||||
In millions
|
|
Notes
|
|
Fair Value as of December 31, 2010
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Fair Value as of December 31, 2010
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Preferred stock
|
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock
|
|
1
|
|
|
554
|
|
|
553
|
|
|
—
|
|
|
1
|
|
|
483
|
|
|
483
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Government securities
|
|
2
|
|
|
138
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Corporate debt
|
|
3
|
|
|
351
|
|
|
—
|
|
|
351
|
|
|
—
|
|
|
178
|
|
|
—
|
|
|
178
|
|
|
—
|
|
||||||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Money market funds
|
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|||||||||
Common and commingled trusts - Equities
|
|
4
|
|
|
365
|
|
|
—
|
|
|
365
|
|
|
—
|
|
|
317
|
|
|
—
|
|
|
317
|
|
|
—
|
|
||||||||
Common and commingled trusts - Bonds
|
|
4
|
|
|
872
|
|
|
—
|
|
|
872
|
|
|
—
|
|
|
521
|
|
|
—
|
|
|
521
|
|
|
—
|
|
||||||||
Common and commingled trusts - Short Term Investments
|
|
4
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Common and commingled trusts - Balanced
|
|
4
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
||||||||
Partnership/joint venture interests - Real estate
|
|
5
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Partnership/joint venture interests - Other
|
|
5
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||||
Mutual funds
|
|
4
|
|
|
178
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||||||
Insurance products
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
||||||||
Real estate and other
|
|
5
|
|
|
37
|
|
|
34
|
|
|
—
|
|
|
3
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
119
|
|
||||||||
Total
|
|
|
|
$
|
2,692
|
|
|
$
|
768
|
|
|
$
|
1,815
|
|
|
$
|
109
|
|
|
$
|
1,833
|
|
|
$
|
518
|
|
|
$
|
1,141
|
|
|
$
|
174
|
|
1.
|
Common and preferred stocks are valued based on quoted market prices at the closing price as reported on the active market on which the individual securities are traded.
|
2.
|
Government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar securities, the security is valued under a discounted cash flows approach that maximizes observable inputs, such as current yields on similar instruments but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.
|
3.
|
Corporate debt is valued primarily based on observable market quotations for similar bonds at the closing price reported on the active market on which the individual securities are traded. When such quoted prices are not available, the bonds are valued using a discounted cash flows approach using current yields on similar instruments of issuers with similar credit ratings.
|
4.
|
Common/collective trusts and registered investment companies (RICs) such as mutual funds are valued using a Net Asset Value (NAV) provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares or units outstanding. The fair value of the underlying securities within the fund, which are generally traded on an active market, are valued at the closing price reported on the active market on which those individual securities are traded. For investments not traded on an active market, or for which a quoted price is not publicly available, a variety of unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches, are employed by the fund manager to value investments. This valuation approach is often used in valuing insurance products with underlying investments in mutual funds, commingled funds and pooled separate accounts.
|
5.
|
Partnership/joint ventures and hedge funds are valued based on the fair value of the underlying securities within the fund, which include investments both traded on an active market and not traded on an active market. For those investments that are traded on an active market, the values are based on the closing price reported on the active market on which those individual securities are traded and in the case of hedge funds they are valued using a Net Asset Value (NAV) provided by the manager
|
In millions
|
|
U.S. Pension Plans
|
|
International Pension Plans
|
Balance, December 31, 2009
|
|
$124
|
|
$143
|
Realized and unrealized gains and losses, net
|
|
10
|
|
16
|
Purchases, sales and settlements, net
|
|
(7)
|
|
(2)
|
Transfers, net
|
|
(18)
|
|
17
|
Balance, December 31, 2010
|
|
$109
|
|
$174
|
Realized and unrealized gains and losses, net
|
|
1
|
|
2
|
Purchases, sales and settlements, net
|
|
(15)
|
|
11
|
Transfers, net
|
|
1
|
|
—
|
Balance, December 31, 2011
|
|
$96
|
|
$187
|
|
|
Postretirement Benefits
|
||
In millions
|
|
2011
|
|
2010
|
Change in benefit obligation
|
|
|
|
|
Benefit obligation as of January 1
|
|
$55
|
|
$111
|
Gross service cost
|
|
—
|
|
—
|
Interest cost
|
|
2
|
|
5
|
Amendment
|
|
—
|
|
(44)
|
Actuarial loss (gain)
|
|
(6)
|
|
(6)
|
Plan participant contributions
|
|
4
|
|
5
|
Benefits paid
|
|
(11)
|
|
(16)
|
Benefit obligation as of December 31
|
|
$44
|
|
$55
|
|
|
Postretirement Benefits
|
||
In millions
|
|
2011
|
|
2010
|
Benefit obligation
|
|
$(44)
|
|
$(55)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
Current liabilities
|
|
$(8)
|
|
$(10)
|
Noncurrent liabilities
|
|
(36)
|
|
(45)
|
Net amounts recognized
|
|
$(44)
|
|
$(55)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
Net actuarial loss
|
|
$33
|
|
$42
|
Prior service benefit
|
|
(102)
|
|
(120)
|
Total
|
|
$(69)
|
|
$(78)
|
In millions
|
Postretirement Benefits
|
||||||||||
2011
|
|
2010
|
|
2009
|
|||||||
Interest cost
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
7
|
|
Net service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service benefit
|
(18
|
)
|
|
(13
|
)
|
|
(13
|
)
|
|||
Actuarial loss
|
3
|
|
|
4
|
|
|
3
|
|
|||
Net periodic benefit (income) cost
|
$
|
(13
|
)
|
|
$
|
(4
|
)
|
|
$
|
(3
|
)
|
|
|
Postretirement Benefit Obligations
|
|
Postretirement Benefit Costs
|
|||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2009
|
|||||
Discount rate
|
|
3.3
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
|
5.0
|
%
|
|
6.3
|
%
|
|
|
2011
|
|
2010
|
||||||||
|
|
Pre-65 Coverage
|
|
Post-65 Coverage
|
|
Pre-65 Coverage
|
|
Post-65 Coverage
|
||||
Healthcare cost trend rate assumed for next year
|
|
8.5
|
%
|
|
6.8
|
%
|
|
9.0
|
%
|
|
7.0
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate rate
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
In millions
|
|
1% Increase
|
|
1% Decrease
|
||||
Service cost and interest cost for the year ended December 31, 2011
|
|
$
|
—
|
|
|
$
|
—
|
|
Postretirement benefit obligation as of December 31, 2011
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
|
Postemployment Benefits
|
||
In millions
|
|
2011
|
|
2010
|
Change in benefit obligation
|
|
|
|
|
Benefit obligation as of January 1
|
|
$313
|
|
$307
|
Restructuring program cost
|
|
6
|
|
(1)
|
Service cost
|
|
25
|
|
22
|
Interest cost
|
|
10
|
|
11
|
Amendments
|
|
(41)
|
|
(5)
|
Benefits paid
|
|
(31)
|
|
(51)
|
Foreign currency exchange
|
|
2
|
|
—
|
Actuarial (gain) loss
|
|
(20)
|
|
30
|
Benefit obligation as of December 31
|
|
$264
|
|
$313
|
|
|
Postemployment Benefits
|
||
In millions
|
|
2011
|
|
2010
|
Benefit obligation
|
|
$(264)
|
|
$(313)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
Current liabilities
|
|
$(44)
|
|
$(49)
|
Noncurrent liabilities
|
|
(220)
|
|
(264)
|
Net amounts recognized
|
|
$(264)
|
|
$(313)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
Net actuarial loss
|
|
$97
|
|
$129
|
Prior service benefit
|
|
(40)
|
|
(6)
|
Total
|
|
$57
|
|
$123
|
In millions
|
Postemployment Benefits
|
||||
2011
|
|
2010
|
|
2009
|
|
Service cost
|
$25
|
|
$22
|
|
$25
|
Interest cost
|
10
|
|
11
|
|
13
|
Amortization of:
|
|
|
|
|
|
Prior service benefit
|
(9)
|
|
(1)
|
|
(1)
|
Actuarial loss
|
14
|
|
12
|
|
12
|
Net benefit cost
|
$40
|
|
$44
|
|
$49
|
Restructuring severance cost
|
6
|
|
(1)
|
|
—
|
Net periodic benefit cost
|
$46
|
|
$43
|
|
$49
|
|
|
Postemployment Benefit Obligations
|
|
Postemployment Benefit Costs
|
|||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2009
|
|||||
Discount rate
|
|
3.5
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
4.3
|
%
|
|
4.6
|
%
|
Salary increase rate
|
|
3.2
|
%
|
|
3.4
|
%
|
|
3.4
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
Involuntary turnover rate
|
|
5.5
|
%
|
|
5.5
|
%
|
|
5.5
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
In millions
|
|
Before-Tax Amount
|
|
Tax Benefit (Expense)
|
|
Net-of-Tax Amount
|
||||||
Prior service benefit during year
|
|
$
|
37
|
|
|
$
|
(12
|
)
|
|
$
|
25
|
|
Amortization of prior service benefit
|
|
(14
|
)
|
|
6
|
|
|
(8
|
)
|
|||
Net loss arising during year
|
|
(425
|
)
|
|
131
|
|
|
(294
|
)
|
|||
Actuarial loss included in benefits expense
|
|
212
|
|
|
(58
|
)
|
|
154
|
|
|||
Total benefit plans
|
|
$
|
(190
|
)
|
|
$
|
67
|
|
|
$
|
(123
|
)
|
In millions
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
|
Postretirement Benefits
|
|
Postemployment Benefits
|
||||||||||
Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
$
|
227
|
|
|
$
|
102
|
|
|
$
|
329
|
|
|
$
|
7
|
|
|
$
|
60
|
|
2013
|
|
$
|
229
|
|
|
$
|
102
|
|
|
$
|
331
|
|
|
$
|
6
|
|
|
$
|
40
|
|
2014
|
|
$
|
232
|
|
|
$
|
102
|
|
|
$
|
334
|
|
|
$
|
6
|
|
|
$
|
38
|
|
2015
|
|
$
|
235
|
|
|
$
|
100
|
|
|
$
|
335
|
|
|
$
|
5
|
|
|
$
|
36
|
|
2016
|
|
$
|
238
|
|
|
$
|
105
|
|
|
$
|
343
|
|
|
$
|
4
|
|
|
$
|
35
|
|
2017 - 2021
|
|
$
|
1,229
|
|
|
$
|
517
|
|
|
$
|
1,746
|
|
|
$
|
13
|
|
|
$
|
149
|
|
In millions
|
2011
|
|
2010
|
|
2009
|
||||||
Warranty reserve liability
|
|
|
|
|
|
||||||
Beginning balance as of January 1
|
$
|
24
|
|
|
$
|
25
|
|
|
$
|
24
|
|
Accruals for warranties issued
|
42
|
|
|
48
|
|
|
47
|
|
|||
Settlements (in cash or in kind)
|
(43
|
)
|
|
(49
|
)
|
|
(46
|
)
|
|||
Ending balance as of December 31
|
$
|
23
|
|
|
$
|
24
|
|
|
$
|
25
|
|
In millions
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
||||||||||||
Minimum lease obligations
|
|
$
|
62
|
|
|
$
|
46
|
|
|
$
|
37
|
|
|
$
|
27
|
|
|
$
|
20
|
|
|
$
|
13
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
December 31, 2011
|
|
December 31, 2011
|
||||||||||||||||
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 assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
560
|
|
|
$
|
9
|
|
Foreign exchange forward and option contracts
|
Accounts receivable, net
|
|
$
|
166
|
|
|
$
|
6
|
|
|
Other current liabilities
|
|
$
|
58
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
|
|
|
$
|
6
|
|
|
|
|
|
|
$
|
9
|
|
||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
Accounts receivable, net
|
|
$
|
114
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
148
|
|
|
$
|
3
|
|
Total derivatives not designated as hedging instruments
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
3
|
|
||||
Total derivatives
|
|
|
|
|
$
|
6
|
|
|
|
|
|
|
$
|
12
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
December 31, 2010
|
|
December 31, 2010
|
||||||||||||||||
In millions
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
Accounts receivable, net
|
|
$96
|
|
$7
|
|
Other current liabilities
|
|
$105
|
|
$2
|
||||||||
Total derivatives designated as hedging instruments
|
|
|
|
|
$7
|
|
|
|
|
|
$2
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
Accounts receivable, net
|
|
$79
|
|
$2
|
|
Other current liabilities
|
|
$70
|
|
$1
|
||||||||
Total derivatives not designated as hedging instruments
|
|
|
|
|
$2
|
|
|
|
|
|
$1
|
||||||||
Total derivatives
|
|
|
|
|
$9
|
|
|
|
|
|
$3
|
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 Consolidated
Statement of Operations
(Effective Portion)
|
|
|
|
Amount of Gain (Loss)
Recognized in the
Consolidated
Statement of
Operations
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
||||||||||||||||
Derivatives in
Cash Flow
Hedging
Relationships
|
For the year ended December 31, 2011
|
|
For the year ended December 31, 2010
|
|
For the year ended December 31, 2009
|
|
Location of Gain
(Loss)
Reclassified from
AOCI into the
Consolidated
Statement of
Operations
(Effective Portion)
|
|
For the year ended December 31, 2011
|
|
For the year ended December 31, 2010
|
|
For the year ended December 31, 2009
|
|
Location of Gain (Loss)
Recognized in the
Consolidated
Statement of Operations
(Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
|
|
For the year ended December 31, 2011
|
|
For the year ended December 31, 2010
|
|
For the year ended December 31, 2009
|
||||
Interest rate swap
|
$(9)
|
|
$—
|
|
$
|
—
|
|
|
Interest expense
|
|
$1
|
|
$—
|
|
$
|
—
|
|
|
Interest expense
|
|
$—
|
|
$—
|
|
$—
|
Foreign exchange forward and option contracts
|
$(3)
|
|
$5
|
|
$
|
8
|
|
|
Cost of
Products
|
|
$(3)
|
|
$3
|
|
$
|
(9
|
)
|
|
Other (expense) income
|
|
$1
|
|
$—
|
|
$1
|
In millions
|
|
|
Amount of Gain (Loss) Recognized in the Consolidated
Statement of Operations
|
||||
Derivatives not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in the Consolidated Statement of Operations
|
|
For the year ended December 31, 2011
|
|
For the year ended December 31, 2010
|
|
For the year ended December 31, 2009
|
Foreign exchange forward contracts
|
Other (expense) income
|
|
$3
|
|
$—
|
|
$(6)
|
Foreign exchange forward contracts
|
Cost of Products
|
|
$3
|
|
$(1)
|
|
$6
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
In millions
|
Fair Value as of December 31, 2011
|
|
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 funds*
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available for sale securities**
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange forward and option contracts ***
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Total
|
$
|
49
|
|
|
$
|
43
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap ****
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Foreign exchange forward contracts****
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
In millions
|
Fair Value as of December 31, 2010
|
|
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 funds*
|
$
|
155
|
|
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available for sale securities**
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange forward contracts ***
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Total
|
$
|
175
|
|
|
$
|
166
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts****
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Total
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
In millions
|
|
2011
|
|
2010
|
||||||||||||
|
|
Carrying Value
|
|
Total Losses
|
|
Carrying Value
|
|
Total Losses
|
||||||||
Property, plant and equipment
|
|
$
|
365
|
|
|
$
|
(81
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Goodwill
|
|
913
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Definite-lived intangible assets
|
|
312
|
|
|
(2
|
)
|
|
—
|
|
|
|
|||||
Investment in MOD Systems
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||
Total
|
|
$
|
1,590
|
|
|
$
|
(88
|
)
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
•
|
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, 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 bar-code scanners, as well as innovative self-service kiosks, such as self-checkout. We also offer installation, maintenance, and managed and professional services and a complete line of printer consumables.
|
•
|
Hospitality and Specialty Retail
- The former business of Radiant is managed and reported as a separate segment, Hospitality and Specialty Retail. Through this line of business, we offer technology solutions to customers in the hospitality, convenience, and specialty retail industries, serving businesses that range from a single store or restaurant to global chains and the world's largest sports stadiums. Our solutions include point of sale hardware and software solutions, installation, maintenance, and managed and professional services and a complete line of printer consumables.
|
•
|
Entertainment
- We offer solutions that provide the consumer the ability to rent or buy movies at their convenience
|
•
|
Emerging Industries -
We offer maintenance and 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 and gaming industries, including self-service kiosks, as well as related installation, maintenance, and managed and professional services.
|
In millions
|
2011
|
|
2010
|
|
2009
|
||||||
Revenue by segment
|
|
|
|
|
|
||||||
Financial Services
|
$
|
2,999
|
|
|
$
|
2,645
|
|
|
$
|
2,614
|
|
Retail Solutions
|
1,755
|
|
|
1,705
|
|
|
1,610
|
|
|||
Hospitality and Specialty Retail
(1)
|
141
|
|
|
—
|
|
|
—
|
|
|||
Entertainment
|
163
|
|
|
102
|
|
|
27
|
|
|||
Emerging Industries
|
385
|
|
|
358
|
|
|
348
|
|
|||
Consolidated revenue
|
5,443
|
|
|
4,810
|
|
|
4,599
|
|
|||
Operating income (loss) by segment
|
|
|
|
|
|
||||||
Financial Services
|
313
|
|
|
250
|
|
|
252
|
|
|||
Retail Solutions
|
83
|
|
|
79
|
|
|
14
|
|
|||
Hospitality and Specialty Retail
(1)
|
22
|
|
|
—
|
|
|
—
|
|
|||
Entertainment
|
(60
|
)
|
|
(50
|
)
|
|
(33
|
)
|
|||
Emerging Industries
|
76
|
|
|
61
|
|
|
57
|
|
|||
Subtotal - segment operating income
|
434
|
|
|
340
|
|
|
290
|
|
|||
Pension expense
|
222
|
|
|
208
|
|
|
159
|
|
|||
Other adjustments
(2)
|
147
|
|
|
26
|
|
|
28
|
|
|||
Income from operations
|
$
|
65
|
|
|
$
|
106
|
|
|
$
|
103
|
|
(1)
|
The acquisition of Radiant was completed on August 24, 2011. Because the transaction was completed during
2011
, the revenue and operating income results reflected for the Hospitality and Specialty Retail segment are partial, and reflect only the period from August 25, 2011 through
December 31, 2011
.
|
(2)
|
Other adjustments in
2011
include
$98 million
for the impairment charge related to the Entertainment business;
$30 million
of acquisition related transaction costs;
$7 million
of acquisition related severance costs; and
$12 million
of acquisition related amortization of intangible assets. Other adjustments in
2010
include an
$8 million
litigation charge and
$18 million
of incremental costs directly related to the relocation of the Company's worldwide headquarters. Other adjustments in
2009
include a
$22 million
charge for the impairment of assets related to an equity investment and
$6 million
of incremental costs directly related to the relocation of the worldwide headquarters.
|
In millions
|
2011
|
|
2010
|
|
2009
|
||||||
Product revenue
|
$
|
2,744
|
|
|
$
|
2,400
|
|
|
$
|
2,228
|
|
Professional and installation services revenue
|
764
|
|
|
581
|
|
|
572
|
|
|||
Total solution revenue
|
3,508
|
|
|
2,981
|
|
|
2,800
|
|
|||
Support services revenue
|
1,935
|
|
|
1,829
|
|
|
1,799
|
|
|||
Total revenue
|
$
|
5,443
|
|
|
$
|
4,810
|
|
|
$
|
4,599
|
|
In millions
|
|
2011
|
|
%
|
|
2010
|
|
%
|
|
2009
|
|
%
|
|||||||||
Revenue by Geographic Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
2,063
|
|
|
38
|
%
|
|
$
|
1,644
|
|
|
34
|
%
|
|
$
|
1,598
|
|
|
35
|
%
|
Americas (excluding United States)
|
|
209
|
|
|
4
|
%
|
|
222
|
|
|
5
|
%
|
|
208
|
|
|
5
|
%
|
|||
Europe
|
|
1,421
|
|
|
26
|
%
|
|
1,378
|
|
|
29
|
%
|
|
1,309
|
|
|
28
|
%
|
|||
Brazil/India/China/Middle East Africa
|
|
849
|
|
|
16
|
%
|
|
753
|
|
|
16
|
%
|
|
725
|
|
|
16
|
%
|
|||
Japan Korea
|
|
332
|
|
|
6
|
%
|
|
348
|
|
|
7
|
%
|
|
337
|
|
|
7
|
%
|
|||
South Asia Pacific
|
|
345
|
|
|
6
|
%
|
|
286
|
|
|
6
|
%
|
|
267
|
|
|
6
|
%
|
|||
Caribbean Latin Amercia
|
|
224
|
|
|
4
|
%
|
|
179
|
|
|
3
|
%
|
|
155
|
|
|
3
|
%
|
|||
Consolidated revenue
|
|
$
|
5,443
|
|
|
100
|
%
|
|
$
|
4,810
|
|
|
100
|
%
|
|
$
|
4,599
|
|
|
100
|
%
|
In millions
|
|
2011
|
|
2010
|
||||
Property, plant and equipment, net
|
|
|
|
|
||||
United States
|
|
$
|
246
|
|
|
$
|
309
|
|
Americas (excluding United States)
|
|
3
|
|
|
3
|
|
||
Europe
|
|
21
|
|
|
22
|
|
||
Brazil/India/China/Middle East Africa
|
|
23
|
|
|
20
|
|
||
Japan Korea
|
|
59
|
|
|
59
|
|
||
South Asia Pacific
|
|
5
|
|
|
6
|
|
||
Caribbean Latin America
|
|
8
|
|
|
10
|
|
||
Consolidated property, plant and equipment, net
|
|
$
|
365
|
|
|
$
|
429
|
|
In millions, except per share amounts
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2011
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
1,094
|
|
|
$
|
1,310
|
|
|
$
|
1,401
|
|
|
$
|
1,638
|
|
Gross margin
|
|
210
|
|
|
270
|
|
|
292
|
|
|
363
|
|
||||
Operating income (loss)
|
|
8
|
|
|
49
|
|
|
18
|
|
|
(10
|
)
|
||||
Income (loss) from continuing operations, net of tax
|
|
11
|
|
|
36
|
|
|
16
|
|
|
(13
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
|
2
|
|
|
(3
|
)
|
|
—
|
|
|
4
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
(3
|
)
|
||||
Net income (loss) attributable to NCR
|
|
$
|
13
|
|
|
$
|
33
|
|
|
$
|
16
|
|
|
$
|
(9
|
)
|
Income (loss) per share attributable to NCR common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per common share from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.07
|
|
|
$
|
0.23
|
|
|
$
|
0.10
|
|
|
$
|
(0.08
|
)
|
Diluted
|
|
$
|
0.07
|
|
|
$
|
0.22
|
|
|
$
|
0.10
|
|
|
$
|
(0.08
|
)
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.08
|
|
|
$
|
0.21
|
|
|
$
|
0.10
|
|
|
$
|
(0.06
|
)
|
Diluted
|
|
$
|
0.08
|
|
|
$
|
0.21
|
|
|
$
|
0.10
|
|
|
$
|
(0.06
|
)
|
2010
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
1,027
|
|
|
$
|
1,175
|
|
|
$
|
1,205
|
|
|
$
|
1,403
|
|
Gross margin
|
|
190
|
|
|
241
|
|
|
247
|
|
|
286
|
|
||||
Operating (loss) income
|
|
(17
|
)
|
|
33
|
|
|
36
|
|
|
54
|
|
||||
(Loss) income from continuing operations, net of tax
|
|
(18
|
)
|
|
22
|
|
|
79
|
|
|
33
|
|
||||
(Loss) income from discontinued operations, net of tax
|
|
(1
|
)
|
|
9
|
|
|
4
|
|
|
6
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
||||
Net (loss) income attributable to NCR
|
|
$
|
(19
|
)
|
|
$
|
31
|
|
|
$
|
83
|
|
|
$
|
39
|
|
(Loss) income per share attributable to NCR common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income per common share from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.11
|
)
|
|
$
|
0.14
|
|
|
$
|
0.49
|
|
|
$
|
0.20
|
|
Diluted
|
|
$
|
(0.11
|
)
|
|
$
|
0.14
|
|
|
$
|
0.49
|
|
|
$
|
0.20
|
|
Net (loss) income per common share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.12
|
)
|
|
$
|
0.19
|
|
|
$
|
0.52
|
|
|
$
|
0.24
|
|
Diluted
|
|
$
|
(0.12
|
)
|
|
$
|
0.19
|
|
|
$
|
0.51
|
|
|
$
|
0.24
|
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||
|
Pre - Tax
|
|
Net of Tax
|
|
Pre - Tax
|
|
Net of Tax
|
|
Pre - Tax
|
|
Net of Tax
|
||||||||||||
Environmental matters
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
31
|
|
|
$
|
20
|
|
|
$
|
(143
|
)
|
|
$
|
(91
|
)
|
Spin-off of Teradata
|
—
|
|
|
6
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Closure of the Canadian EFT business
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Divestiture of the Healthcare business
|
(5
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(3
|
)
|
||||||
Total
|
$
|
(4
|
)
|
|
$
|
3
|
|
|
$
|
24
|
|
|
$
|
18
|
|
|
$
|
(149
|
)
|
|
$
|
(95
|
)
|
/s/ WILLIAM NUTI
|
|
|
|
/s/ ROBERT FISHMAN
|
William Nuti
|
|
|
|
Robert Fishman
|
Chairman of the Board,
Chief Executive Officer and President
|
|
|
|
Senior Vice President and
Chief Financial Officer
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIPS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|
|
Page of Form 10-K
|
2.1
|
|
|
Separation and Distribution Agreement, dated as of August 27, 2007 between NCR Corporation and Teradata Corporation (Exhibit 2.1 to the Form 10 of Teradata Corporation (the “Teradata Form 10”)).
|
|
|
|
|
2.2
|
|
|
Agreement and Plan of Merger by and among NCR Corporation, Ranger Acquisition Corporation and Radiant Systems, Inc., dated as of July 11, 2011 (Exhibit 2.1 to the Current Report on Form 8-K of NCR Corporation dated July 12, 2011).
|
|
|
|
|
3.1
|
|
|
Articles of Amendment and Restatement of NCR Corporation as amended May 14, 1999 (Exhibit 3.1 to the NCR Corporation Form 10-Q for the quarter ended June 30, 1999).
|
|
|
||
3.2
|
|
|
Bylaws of NCR Corporation, as amended and restated on January 26, 2011 (Exhibit 3(ii) to the Current Report on Form 8-K of NCR Corporation dated January 31, 2011).
|
|
|
||
4.1
|
|
|
Common Stock Certificate of NCR Corporation (Exhibit 4.1 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 1999).
|
|
|
||
10.1
|
|
|
Separation and Distribution Agreement, dated as of February 1, 1996 and amended and restated as of March 29, 1996 (Exhibit 10.1 to the Lucent Technologies Inc. Registration Statement on Form S-1 (No. 333-00703) (the “Lucent Registration Statement”)).
|
|
|
|
|
10.2
|
|
|
Employee Benefits Agreement, dated as of November 20, 1996, by and between AT&T Corp. and NCR Corporation (Exhibit 10.2 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 1996 (the “1996 Annual Report”).
|
|
|
|
|
10.3
|
|
|
Patent License Agreement, effective as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.7 to the Lucent Registration Statement).
|
|
|
|
10.4
|
|
|
Amended and Restated Technology License Agreement, effective as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.8 to the Lucent Registration Statement).
|
|
|
|
|
10.5
|
|
|
Tax Sharing Agreement, dated as of February 1, 1996, and amended and restated as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.6 to the Lucent Registration Statement).
|
|
|
|
|
10.6
|
|
|
Purchase and Manufacturing Services Agreement effective as of January 19, 2007, between NCR Corporation and Solectron Corporation (now Flextronics International Ltd.) (incorporated by reference to Exhibit 10.6 to the Form 10-K/A for the fiscal year ended December 31, 2006, filed June 4, 2008). Certain portions of this exhibit were granted confidential treatment by the Securities and Exchange Commission on October 2, 2008.
|
|
|
|
|
10.7
|
|
|
Tax Sharing Agreement, dated as of September 21, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated September 21, 2007 (the “September 21, 2007 Form 8-K”)).
|
|
|
|
|
10.8
|
|
|
Employee Benefits Agreement, dated as of September 21, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.2 to the September 21, 2007 Form 8‑K).
|
|
|
|
|
10.9
|
|
|
Form of Exclusive Patent License Agreement between NCR Corporation and Teradata US, Inc. (Exhibit 10.4 to the Teradata Form 10).
|
|
|
|
|
10.10
|
|
|
Form of Patent License Agreement between NCR Corporation and Teradata US, Inc. (Exhibit 10.5 to the Teradata Form 10).
|
|
|
|
|
10.11
|
|
|
Form of Technology Agreement between NCR Corporation and Teradata US, Inc. (Exhibit 10.6 to the Teradata Form 10).
|
|
|
|
|
10.12
|
|
|
Form of Master Agreement between NCR Corporation and Teradata Corporation for Enterprise Data Warehousing Sales and Support (Exhibit 10.16 to the Teradata Form 10).
|
|
|
|
|
10.13
|
|
|
Form of Network Support Agreement between NCR Corporation and Teradata Corporation (Exhibit 10.17 to the Teradata Form 10).
|
|
|
|
|
10.14
|
|
|
Form of Service Provider Agreement between NCR Corporation and Teradata Corporation (Exhibit 10.18 to the Teradata Form 10).
|
|
|
|
|
10.15
|
|
|
Form of Master Reseller Agreement for Middle East and Africa between NCR Corporation and Teradata Corporation (Exhibit 10.19 to the Teradata Form 10).
|
|
|
|
|
10.16
|
|
|
NCR Management Stock Plan (Exhibit 10.8 to the 1996 Annual Report). *
|
|
|
|
|
10.16.1
|
|
|
First Amendment to the NCR Management Stock Plan dated April 30, 2003 (Exhibit 10.4 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2003). *
|
|
|
|
10.16.2
|
|
|
Amendment to NCR Management Stock Plan effective as of December 31, 2008 (Exhibit 10.17.2 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Annual Report”)). *
|
|
|
|
|
10.16.3
|
|
|
Form of Stock Option Agreement under the NCR Management Stock Plan (Exhibit 10.6.3 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Annual Report”)). *
|
|
|
|
|
10.16.4
|
|
|
Form of Restricted Stock Agreement under the NCR Management Stock Plan (Exhibit 10.6.4 to the 2005 Annual Report). *
|
|
|
|
|
10.17
|
|
|
NCR Corporation 2011 Amended and Restated Stock Incentive Plan (formerly the NCR 2006 Stock Incentive Plan, as amended and restated effective as of December 31, 2008) (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
|
10.17.1
|
|
|
Form of 2009 Stock Option Agreement under the NCR Corporation 2011 Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”) (Exhibit 10.5 to the Current Report on Form 8-K of NCR Corporation dated December 12, 2008). *
|
|
|
|
|
10.17.2
|
|
|
Form of 2009 Restricted Stock Unit Agreement under the Stock Incentive Plan (Exhibit 10.2 to the Current Report on Form 8-K of NCR Corporation dated December 12, 2008).
|
|
|
|
|
10.17.3
|
|
|
Form of 2010 Stock Option Agreement under the Stock Incentive Plan (Exhibit 10.2 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (the “First Quarter 2010 Quarterly Report”)). *
|
|
|
|
|
10.17.4
|
|
|
Form of 2010 Restricted Stock Agreement under the Stock Incentive Plan (Exhibit 10.3 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
|
10.17.5
|
|
|
Form of 2010 Restricted Stock Unit Agreement under the Stock Incentive Plan (Exhibit 10.4 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
|
10.17.6
|
|
|
Form of 2010 Performance Based Restricted Stock Agreement under the Stock Incentive Plan (Exhibit 10.5 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
|
10.17.7
|
|
|
Form of 2010 Performance Based Restricted Stock Unit Agreement under the Stock Incentive Plan (Exhibit 10.6 to the March 31, 2010 Quarterly Report). *
|
|
|
|
|
10.17.8
|
|
|
Form of 2011 Stock Option Agreement under the Stock Incentive Plan (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (the “First Quarter 2011 Quarterly Report”)). *
|
|
|
|
|
10.17.9
|
|
|
Form of 2011 Restricted Stock Agreement under the Stock Incentive Plan (Exhibit 10.2 to the First Quarter 2011 Quarterly Report). *
|
|
|
|
|
10.17.10
|
|
|
Form of 2011 Restricted Stock Unit Agreement under the Stock Incentive Plan (Exhibit 10.3 to the First Quarter 2011 Quarterly Report). *
|
|
|
|
|
10.17.11
|
|
|
Form of 2011 Performance Based Restricted Stock Agreement under the Stock Incentive Plan (Exhibit 10.4 to the First Quarter 2011 Quarterly Report). *
|
|
|
|
|
10.17.12
|
|
|
Form of 2011 Performance Based Restricted Stock Unit Agreement under the Stock Incentive Plan (Exhibit 10.5 to the First Quarter 2011 Quarterly Report). *
|
|
|
|
|
10.18
|
|
|
NCR Management Incentive Program for Executive Officers (Exhibit 10.19 to the 1996 Annual Report). *
|
|
|
|
|
10.19
|
|
|
Amended and Restated NCR Management Incentive Plan (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
|
10.20
|
|
|
NCR Director Compensation Program effective April 21, 2009 (Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “First Quarter 2009 Form 10-Q”)). *
|
|
|
|
|
10.20.1
|
|
|
2009 Director Option Grant Statement under the NCR Director Compensation Program (Exhibit 10.8 to the First Quarter 2009 Form 10-Q). *
|
|
|
|
|
10.20.2
|
|
|
2009 Director Restricted Stock Unit Grant Statement under the NCR Director Compensation Program (Exhibit 10.9 to the First Quarter 2009 Form 10-Q). *
|
|
|
|
|
10.21
|
|
|
Amended and Restated NCR Change in Control Severance Plan effective December 31, 2008 (Exhibit 10.24.2 to the 2008 Annual Report). *
|
|
|
|
|
10.21.1
|
|
|
First Amendment to the Amended and Restated NCR Change in Control Severance Plan (Exhibit 10.6 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2011). *
|
|
|
|
|
10.22
|
|
|
Amended and Restated NCR Nonqualified Excess Plan, effective December 31, 2008 (Exhibit 10.26.6 to the 2008 Annual Report). *
|
|
|
|
|
10.23
|
|
|
Employment Agreement with William Nuti, dated July 29, 2005 (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation filed August 2, 2005). *
|
|
|
|
|
10.23.1
|
|
|
Letter agreement dated July 26, 2006 with William Nuti (Exhibit 10.4 to the Current Report on Form 8-K of NCR Corporation filed July 27, 2006). *
|
|
|
|
|
10.23.2
|
|
|
Second Amendment effective as of December 12, 2008 to Letter Agreement with William Nuti dated July 29, 2005, as amended July 26, 2006 (Exhibit 10.30.2 to the 2008 Annual Report). *
|
|
|
|
|
10.24
|
|
|
NCR Director Compensation Program Effective April 27, 2010 (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (the “Second Quarter 2010 Quarterly Report”)). *
|
|
|
|
|
10.24.1
|
|
|
Form of 2010 Stock Director Option Grant Statement (Exhibit 10.2 to the Second Quarter 2010 Quarterly Report). *
|
|
|
|
10.24.2
|
|
|
Form of 2010 Director Restricted Stock Unit Grant Statement (Exhibit 10.3 to the Second Quarter 2010 Quarterly Report). *
|
|
|
|
|
10.25
|
|
|
Letter Agreement with Robert Fishman dated March 17, 2010 (Exhibit 10.7 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
|
10.26
|
|
|
Letter Agreement with John Bruno dated October 27, 2008 (Exhibit 10.8 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
|
10.27
|
|
|
Letter Agreement with Peter Leav dated December 28, 2008 (Exhibit 10.9 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
|
10.28
|
|
|
Letter Agreement with Peter Dorsman dated April 4, 2006 (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2010). *
|
|
|
|
|
10.29
|
|
|
NCR Corporation 2011 Economic Profit Plan (Exhibit 10.3 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
|
10.29.1
|
|
|
First Amendment to NCR Corporation 2011 Economic Profit Plan.
|
|
|
|
|
10.30
|
|
|
Tender and Voting Agreement, dated as of July 11, 2011, by and among NCR Corporation, Ranger Acquisition Corporation and certain shareholders of Radiant Systems, Inc. (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated July 12, 2011).
|
|
|
|
|
10.31
|
|
|
First Amendment to Tender and Voting Agreement, dated as of July 21, 2011, by and among NCR Corporation, Ranger Acquisition Corporation and certain shareholders of Radiant Systems, Inc. (Exhibit 10.2 to the Current Report on Form 8-K/A of NCR Corporation dated July 21, 2011).
|
|
|
|
|
10.32
|
|
|
Equity Subscription Agreement, dated July 26, 2011, among NCR Corporation, Scopus Industrial S.A., Scopus Tecnologia Ltda. and NCR Brasil - Indústria de Equipamentos Para Automação Ltda., including Schedule I - The form of Shareholders' Agreement (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated August 1, 2011).
|
|
|
||
10.33
|
|
|
Credit Agreement, dated as of August 22, 2011, by and among NCR Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated August 26, 2011).
|
|
|
|
|
10.34
|
|
|
Guarantee and Pledge Agreement, dated as of August 22, 2011, by and among NCR Corporation, the subsidiaries of NCR Corporation identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated August 26, 2011).
|
|
|
|
|
21
|
|
|
Subsidiaries of NCR Corporation.
|
|
|
|
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, dated February 27, 2012.
|
|
|
||
31.2
|
|
|
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, dated February 27, 2012.
|
|
|
||
32
|
|
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated February 27, 2012.
|
|
|
99.1
|
|
|
Tax Opinion of Wachtell, Lipton, Rosen & Katz in connection with the Spin off of Teradata, dated August 27, 2007 (Exhibit 99.2 to the Current Report on Form 8-K of NCR Corporation dated September 30, 2007).
|
|
|
|
|
101
|
|
|
Financials in XBRL Format.
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs & Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
13
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Deferred tax asset valuation allowance
|
|
$
|
410
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
412
|
|
Inventory excess and obsolete reserves
|
|
$
|
71
|
|
|
$
|
105
|
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
83
|
|
Reserves related to business restructuring
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
13
|
|
Deferred tax asset valuation allowance
|
|
$
|
528
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
410
|
|
Inventory excess and obsolete reserves
|
|
$
|
100
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
71
|
|
Reserves related to business restructuring
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
15
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
24
|
|
Deferred tax asset valuation allowance
|
|
$
|
478
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
528
|
|
Inventory excess and obsolete reserves
|
|
$
|
111
|
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
100
|
|
Reserves related to business restructuring
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
4
|
|
|
|
NCR CORPORATION
|
||
|
|
|
|
|
Date:
|
February 28, 2012
|
By:
|
|
/s/ Robert Fishman
|
|
|
|
|
Robert Fishman
Senior Vice President and Chief Financial Officer
|
|
Signature
|
Title
|
|
|
|
|
/s/ William Nuti
|
Chairman of the Board of Directors,
|
|
William Nuti
|
Chief Executive Officer and President
|
|
|
|
|
/s/ Robert Fishman
|
Senior Vice President and Chief Financial Officer
|
|
Robert Fishman
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Linda Fayne Levinson
|
Director
|
|
Linda Fayne Levinson
|
|
|
|
|
|
/s/ Quincy Allen
|
Director
|
|
Quincy Allen
|
|
|
|
|
|
/s/ Edward P. Boykin
|
Director
|
|
Edward P. Boykin
|
|
|
|
|
|
/s/ Richard L. Clemmer
|
Director
|
|
Richard L. Clemmer
|
|
|
|
|
|
/s/ Gary Daichendt
|
Director
|
|
Gary Daichendt
|
|
|
|
|
|
/s/ Robert P. DeRodes
|
Director
|
|
Robert P. DeRodes
|
|
|
|
|
|
|
|
Date:
|
February 28, 2012
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|