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|
þ
|
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
|
þ
|
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
o
|
|
|
|
|
Emerging growth 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, 2017 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.
|
||
16.
|
|
Name
|
|
Age
|
|
Position and Offices Held
|
William R. Nuti
|
|
54
|
|
Chairman of the Board and Chief Executive Officer
|
Mark D. Benjamin
|
|
47
|
|
President and Chief Operating Officer
|
Adrian Button
|
|
45
|
|
Senior Vice President, Global Hardware Product Operations
|
Daniel W. Campbell
|
|
57
|
|
Executive Vice President, Global Sales
|
J. Robert Ciminera
|
|
60
|
|
Executive Vice President, Global Customer Services
|
Robert P. Fishman
|
|
54
|
|
Executive Vice President and Chief Financial Officer
|
Edward R. Gallagher
|
|
64
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Paul Langenbahn
|
|
49
|
|
Executive Vice President, Global Software
|
Andrea L. Ledford
|
|
52
|
|
Executive Vice President, Chief Administration Office, and Chief Human Resources Officer
|
•
|
react to competitive product and pricing pressures;
|
•
|
penetrate and meet the changing competitive requirements and deliverables in developing and emerging markets;
|
•
|
exploit opportunities in emerging vertical markets, such as travel and telecommunications and technology;
|
•
|
cross-sell additional products and services to our existing customer base;
|
•
|
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 and technological innovations, including shifts toward the desire of banks and retailers to provide an omni-channel experience to their customers and the use of mobile devices in transactions and payments;
|
•
|
compete in reverse auctions for new and continuing business;
|
•
|
reduce costs without creating operating inefficiencies or impairing product or service quality;
|
•
|
maintain competitive operating margins;
|
•
|
improve product and service delivery quality; and
|
•
|
effectively market and sell all of our diverse solutions.
|
•
|
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;
|
•
|
make it more difficult for us to satisfy our obligations with respect to our outstanding senior unsecured notes, including our change in control repurchase obligations;
|
•
|
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 adverse changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
|
•
|
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 certain investments or material acquisitions;
|
•
|
engage in sale-leaseback or hedging transactions;
|
•
|
repurchase our common stock, pay dividends or make similar distributions on our capital stock;
|
•
|
repay certain indebtedness;
|
•
|
engage in certain affiliate transactions; and
|
•
|
enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments.
|
•
|
Upon an event of default under the senior secured credit facility, the lenders could, among other things, declare outstanding amounts due and payable, refuse to lend additional amounts to us, or require us to deposit cash collateral in respect of outstanding letters of credit. If we were unable to repay or pay the amounts due, the lenders could, among other things, proceed against the collateral granted to them to secure such indebtedness, which includes certain of our domestic assets and the equity interests of certain of our domestic and foreign subsidiaries.
|
•
|
Upon an event of default under the indentures, the trustee or holders of our senior unsecured notes could declare all outstanding amounts immediately due and payable.
|
•
|
Upon an event of default under our trade receivables securitization facility, the lenders could, among other things, terminate the facility, declare all capital and other obligations to be immediately due and payable, replace us as servicer, take over receivables lock-box accounts and redirect the collections of domestic accounts receivable from those accounts, and exercise available rights against the domestic accounts receivable pledged by NCR Receivables, LLC.
|
•
|
amend our organizational documents in a manner that would have an adverse effect on the Series A Convertible Preferred Stock; or
|
•
|
issue securities that are senior to, or equal in priority with, the Series A Convertible Preferred Stock.
|
•
|
entering into material transactions with related parties, or repurchasing or redeeming shares of common stock from related parties, subject to certain exceptions; and
|
•
|
increasing or decreasing the maximum number of directors on our Board to more than eleven persons or to such number as would require the resignation of one of the directors nominated by Blackstone.
|
•
|
the impact of ongoing and future economic and credit conditions on the stability of national and regional economies and industries within those economies;
|
•
|
political conditions and local regulations that could adversely affect demand for our solutions, our ability to access funds and resources, or our ability to sell products in these markets;
|
•
|
the impact of a downturn in the global economy, or in regional economies, 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;
|
•
|
limited availability of local currencies to pay vendors, employees and third parties and to distribute funds outside of the country;
|
•
|
changes to global or regional trade agreements that could limit our ability to sell products in these markets;
|
•
|
the imposition of import or export tariffs, taxes, trade policies or import and export controls that could increase the expense of, or limit demand for our products;
|
•
|
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;
|
•
|
government uncertainty or limitations on the ability to enforce legal rights and remedies, including as a result of new, or changes to, laws and regulations;
|
•
|
reduced protection for intellectual property rights in certain countries;
|
•
|
implementing and managing systems, procedures and controls to monitor our operations in foreign markets;
|
•
|
changing competitive requirements and deliverables in developing and emerging markets;
|
•
|
longer collection cycles and the financial viability and reliability of contracting partners and customers;
|
•
|
managing a geographically dispersed workforce, 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 (such as data centers) 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.
|
•
|
difficulties in the separation of operations, services, products and personnel;
|
•
|
the need to provide significant ongoing post-closing transition support to a buyer;
|
•
|
the diversion of management’s attention from other business concerns;
|
•
|
the retention of certain current or future liabilities in order to induce a buyer to complete a divestiture;
|
•
|
the obligation to indemnify or reimburse a buyer for certain past liabilities of a divested business;
|
•
|
the disruption of our business; and
|
•
|
the potential loss of key employees.
|
Item 5.
|
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2017
|
|
|
|
2016
|
||||||||||||
|
|
High
|
|
Low
|
|
|
|
High
|
|
Low
|
||||||||
1st quarter
|
|
$
|
49.90
|
|
|
$
|
40.85
|
|
|
1st quarter
|
|
$
|
30.14
|
|
|
$
|
18.02
|
|
2nd quarter
|
|
$
|
45.64
|
|
|
$
|
38.07
|
|
|
2nd quarter
|
|
$
|
31.84
|
|
|
$
|
25.20
|
|
3rd quarter
|
|
$
|
43.24
|
|
|
$
|
34.17
|
|
|
3rd quarter
|
|
$
|
34.99
|
|
|
$
|
26.21
|
|
4th quarter
|
|
$
|
38.13
|
|
|
$
|
29.20
|
|
|
4th quarter
|
|
$
|
42.07
|
|
|
$
|
29.83
|
|
Company / Index
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
NCR Corporation
|
|
$
|
134
|
|
|
$
|
114
|
|
|
$
|
96
|
|
|
$
|
159
|
|
|
$
|
133
|
|
S&P 500 Stock Index
|
|
$
|
132
|
|
|
$
|
151
|
|
|
$
|
153
|
|
|
$
|
171
|
|
|
$
|
208
|
|
S&P 500 Information Technology Sector
|
|
$
|
128
|
|
|
$
|
154
|
|
|
$
|
163
|
|
|
$
|
186
|
|
|
$
|
258
|
|
S&P MidCap 400 Stock Index
|
|
$
|
134
|
|
|
$
|
147
|
|
|
$
|
143
|
|
|
$
|
173
|
|
|
$
|
201
|
|
(1)
|
In each case, assumes a $100 investment on December 31, 2012, and reinvestment of all dividends, if any.
|
In millions, except per share and employee and contractor amounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the years ended December 31
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Continuing Operations
(a,d)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
6,516
|
|
|
$
|
6,543
|
|
|
$
|
6,373
|
|
|
$
|
6,591
|
|
|
$
|
6,123
|
|
Income from operations
|
|
$
|
676
|
|
|
$
|
599
|
|
|
$
|
135
|
|
|
$
|
353
|
|
|
$
|
666
|
|
Interest expense
|
|
$
|
(163
|
)
|
|
$
|
(170
|
)
|
|
$
|
(173
|
)
|
|
$
|
(181
|
)
|
|
$
|
(103
|
)
|
Income tax expense (benefit)
(b)
|
|
$
|
242
|
|
|
$
|
92
|
|
|
$
|
55
|
|
|
$
|
(48
|
)
|
|
$
|
98
|
|
Income (loss) from continuing operations attributable to NCR common stockholders
|
|
$
|
237
|
|
|
$
|
283
|
|
|
$
|
(154
|
)
|
|
$
|
181
|
|
|
$
|
452
|
|
(Loss) income from discontinued operations, net of tax
|
|
$
|
(5
|
)
|
|
$
|
(13
|
)
|
|
$
|
(24
|
)
|
|
$
|
10
|
|
|
$
|
(9
|
)
|
Basic earnings (loss) per common share attributable to NCR common stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
(a,d)
|
|
$
|
1.05
|
|
|
$
|
1.86
|
|
|
$
|
(0.94
|
)
|
|
$
|
1.08
|
|
|
$
|
2.73
|
|
From discontinued operations
|
|
$
|
(0.04
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.05
|
)
|
Total basic earnings (loss) per common share
|
|
$
|
1.01
|
|
|
$
|
1.76
|
|
|
$
|
(1.09
|
)
|
|
$
|
1.14
|
|
|
$
|
2.68
|
|
Diluted earnings (loss) per common share attributable to NCR common stockholders:
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
(a,d)
|
|
$
|
1.01
|
|
|
$
|
1.80
|
|
|
$
|
(0.94
|
)
|
|
$
|
1.06
|
|
|
$
|
2.67
|
|
From discontinued operations
|
|
$
|
(0.04
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.05
|
)
|
Total diluted earnings (loss) per common share
|
|
$
|
0.97
|
|
|
$
|
1.71
|
|
|
$
|
(1.09
|
)
|
|
$
|
1.12
|
|
|
$
|
2.62
|
|
Cash dividends per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
As of December 31
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
7,654
|
|
|
$
|
7,673
|
|
|
$
|
7,635
|
|
|
$
|
8,566
|
|
|
$
|
8,061
|
|
Total debt
|
|
$
|
2,991
|
|
|
$
|
3,051
|
|
|
$
|
3,252
|
|
|
$
|
3,618
|
|
|
$
|
3,307
|
|
Series A convertible preferred stock
|
|
$
|
810
|
|
|
$
|
847
|
|
|
$
|
798
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total NCR stockholders' equity
|
|
$
|
719
|
|
|
$
|
695
|
|
|
$
|
720
|
|
|
$
|
1,871
|
|
|
$
|
1,769
|
|
Number of employees and contractors
|
|
34,000
|
|
|
33,500
|
|
|
32,600
|
|
|
30,200
|
|
|
29,300
|
|
(a)
|
Continuing operations excludes the costs and insurance recoveries relating to certain environmental obligations associated with discontinued operations, including those relating to the Fox River, and Kalamazoo River matters.
|
(b)
|
Income tax expense in 2017 includes a provisional charge of
$130 million
for the impact of U.S. Tax Reform. See
Note 6, "Income Taxes"
in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for further discussion.
|
(c)
|
See
Note 1, “Basis of Presentation and Significant Accounting Policies”
in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for further discussion of the diluted earnings (loss) per common share attributable to NCR common stockholders from continuing operations, discontinued operations and total.
|
(d)
|
The following income (expense) amounts, net of tax are included in income from continuing operations attributable to NCR for the years ended December 31:
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Pension mark-to-market adjustments
|
|
$
|
(25
|
)
|
|
$
|
(78
|
)
|
|
$
|
(445
|
)
|
|
$
|
(63
|
)
|
|
$
|
65
|
|
Restructuring/Transformation costs
|
|
(20
|
)
|
|
(21
|
)
|
|
(50
|
)
|
|
(116
|
)
|
|
—
|
|
|||||
Acquisition related amortization of intangibles
|
|
(79
|
)
|
|
(83
|
)
|
|
(85
|
)
|
|
(80
|
)
|
|
(48
|
)
|
|||||
Acquisition related costs
|
|
(3
|
)
|
|
(5
|
)
|
|
(8
|
)
|
|
(20
|
)
|
|
(36
|
)
|
|||||
Divestiture and liquidation losses
|
|
—
|
|
|
(5
|
)
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||||
Reserve related to subcontract in MEA
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||||
OFAC and FCPA investigations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Japan valuation reserve release
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Tax reform
|
|
(130
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
(257
|
)
|
|
$
|
(192
|
)
|
|
$
|
(630
|
)
|
|
$
|
(281
|
)
|
|
$
|
(6
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
|
•
|
Revenue was flat year-over-year, and increased
1%
after adjusting for the divestiture of our Interactive Printer Solutions (IPS) business;
|
•
|
Software revenue increased
3%
from the prior year, driven by cloud revenue growth of
6%
and professional services revenue growth of
5%
. Net annual contract value, which is a measure of our net bookings for cloud revenue and is an indicator of potential cloud revenue growth in future periods, grew
46%
in
2017
;
|
•
|
Services revenue increased
3%
and operating margin rate expanded
340
basis points from the prior year;
|
•
|
Hardware revenue decreased
6%
and operating margin rate declined
270
basis points from the prior year;
|
•
|
We generated cash flows from operations and free cash flow of
$755 million
and
$453 million
, respectively, in
2017
; and
|
•
|
We repurchased approximately
7.4 million
shares of our common stock for
$350 million
in the first quarter of
2017
and subsequently announced a new
$300 million
share repurchase program and a replacement for our dilution offset share repurchase program.
|
•
|
Strategic and Recurring Revenue
- Continuing our focus on cloud, software platform, smart-edge devices and professional and managed services to drive profitable revenue and operating income.
|
•
|
Sales Effectiveness
- Providing our sales force with the training, tools, support and coverage model necessary to optimize efficiency and achieve our sales plan.
|
•
|
Services Transformation
- Driving performance and sustainable margin improvement by focusing on productivity and efficiency improvements, expanding our remote diagnostics and repair capabilities, creating greater discipline in our product lifecycle management, and employing a higher mix of managed services.
|
•
|
Evolving our Business Model
- Continuing the shift in our business model to provide innovative end-to-end solutions for our customers, with best in class support while keeping an efficient cost structure to create competitive advantage.
|
•
|
New Products
- Launching new industry products, powered by our platform software with best in class product lifecycle management and go-to-market support, and migrating and releasing existing licensed software products as cloud-based products.
|
•
|
Operating Model Innovation
- Eliminating waste, utilizing effective product lifecycle management, increasing productivity, using technology as an enabler, and executing on business process improvements to reduce costs and use savings to invest in strategic initiatives, product innovation and people.
|
•
|
Customer Experience
- Improving the customer experience by improving solution quality, availability and security.
|
•
|
Team and Talent
- Developing and retaining top talent by deploying competitive recruiting and training programs, evolving our brand, and continuously engaging with employees.
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
Revenue
|
|
$6,516
|
|
$6,543
|
|
$6,373
|
Gross margin
|
|
1,864
|
|
1,782
|
|
1,469
|
Gross margin as a percentage of revenue
|
|
28.6%
|
|
27.2%
|
|
23.1%
|
Operating expenses
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$932
|
|
$926
|
|
$1,042
|
Research and development expenses
|
|
256
|
|
242
|
|
230
|
Restructuring-related charges
|
|
—
|
|
15
|
|
62
|
Income from operations
|
|
$676
|
|
$599
|
|
$135
|
In millions
|
2017
|
% of Total
|
|
2016
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Adjusted Constant Currency
(1)
|
||||
Americas
|
$
|
3,809
|
|
59%
|
|
$
|
3,743
|
|
57%
|
|
2%
|
4%
|
Europe, Middle East Africa (EMEA)
|
1,786
|
|
27%
|
|
1,896
|
|
29%
|
|
(6)%
|
(4)%
|
||
Asia Pacific (APJ)
|
921
|
|
14%
|
|
904
|
|
14%
|
|
2%
|
3%
|
||
Consolidated revenue
|
$
|
6,516
|
|
100%
|
|
$
|
6,543
|
|
100%
|
|
—%
|
1%
|
In millions
|
2016
|
% of Total
|
|
2015
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Adjusted Constant Currency
(1)
|
||||
Americas
|
$
|
3,743
|
|
57%
|
|
$
|
3,499
|
|
55%
|
|
7%
|
11%
|
Europe, Middle East Africa (EMEA)
|
1,896
|
|
29%
|
|
1,964
|
|
31%
|
|
(3)%
|
2%
|
||
Asia Pacific (APJ)
|
904
|
|
14%
|
|
910
|
|
14%
|
|
(1)%
|
1%
|
||
Consolidated revenue
|
$
|
6,543
|
|
100%
|
|
$
|
6,373
|
|
100%
|
|
3%
|
7%
|
In millions
|
2017
|
% of Total
|
|
2016
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Adjusted Constant Currency
(1)
|
||||
Software
|
$
|
1,900
|
|
29%
|
|
$
|
1,841
|
|
28%
|
|
3%
|
3%
|
Services
|
2,373
|
|
37%
|
|
2,306
|
|
35%
|
|
3%
|
3%
|
||
Hardware
|
2,243
|
|
34%
|
|
2,396
|
|
37%
|
|
(6)%
|
(2)%
|
||
Consolidated revenue
|
$
|
6,516
|
|
100%
|
|
$
|
6,543
|
|
100%
|
|
—%
|
1%
|
In millions
|
2016
|
% of Total
|
|
2015
|
% of Total
|
|
% Increase (Decrease)
|
% Increase (Decrease) Adjusted Constant Currency
(1)
|
||||
Software
|
$
|
1,841
|
|
28%
|
|
$
|
1,747
|
|
27%
|
|
5%
|
6%
|
Services
|
2,306
|
|
35%
|
|
2,218
|
|
35%
|
|
4%
|
6%
|
||
Hardware
|
2,396
|
|
37%
|
|
2,408
|
|
38%
|
|
—%
|
9%
|
||
Consolidated revenue
|
$
|
6,543
|
|
100%
|
|
$
|
6,373
|
|
100%
|
|
3%
|
7%
|
|
2017
|
|
2016
|
||||||
|
Revenue % Growth (GAAP)
|
Favorable (unfavorable) FX impact
|
Divestiture impact
|
Revenue % Growth Adjusted Constant Currency (non-GAAP)
|
|
Revenue % Growth (GAAP)
|
Favorable (unfavorable) FX impact
|
Divestiture Impact
|
Revenue % Growth Adjusted Constant Currency (non-GAAP)
|
Americas
|
2%
|
—%
|
(2)%
|
4%
|
|
7%
|
—%
|
(4)%
|
11%
|
EMEA
|
(6)%
|
(1)%
|
(1)%
|
(4)%
|
|
(3)%
|
(2)%
|
(3)%
|
2%
|
APJ
|
2%
|
1%
|
(2)%
|
3%
|
|
(1)%
|
—%
|
(2)%
|
1%
|
Consolidated revenue
|
—%
|
—%
|
(1)%
|
1%
|
|
3%
|
(1)%
|
(3)%
|
7%
|
|
2017
|
|
2016
|
||||||
|
Revenue % Growth (GAAP)
|
Favorable (unfavorable) FX impact
|
Divestiture impact
|
Revenue % Growth Adjusted Constant Currency (non-GAAP)
|
|
Revenue % Growth (GAAP)
|
Favorable (unfavorable) FX impact
|
Divestiture Impact
|
Revenue % Growth Adjusted Constant Currency (non-GAAP)
|
Software
|
3%
|
—%
|
—%
|
3%
|
|
5%
|
(1)%
|
—%
|
6%
|
Services
|
3%
|
—%
|
—%
|
3%
|
|
4%
|
(2)%
|
—%
|
6%
|
Hardware
|
(6)%
|
1%
|
(5)%
|
(2)%
|
|
—%
|
—%
|
(9)%
|
9%
|
Consolidated Revenue
|
—%
|
—%
|
(1)%
|
1%
|
|
3%
|
(1)%
|
(3)%
|
7%
|
In millions
|
2017
|
|
2016
|
|
2015
|
Pension expense
|
$36
|
|
$103
|
|
$464
|
Postemployment expense
|
24
|
|
10
|
|
17
|
Postretirement (benefit)
|
(3)
|
|
(11)
|
|
(15)
|
Total expense
|
$57
|
|
$102
|
|
$466
|
•
|
Software
- Our software offerings include industry-based software platforms, applications and application suites for the financial services, retail, hospitality and small business industries. We also offer a portfolio of other industry-oriented software applications including cash management software, video banking software, fraud and loss prevention applications, check and document imaging, remote-deposit capture and customer-facing mobile and digital banking applications for the financial services industry; and secure electronic and mobile payment solutions, sector-specific point of sale software applications, and back-office inventory and store and restaurant management applications for the retail and hospitality industries. Additionally, we provide ongoing software support and maintenance services, as well as consulting and implementation services for our software solutions.
|
•
|
Services
- Our global end-to-end services solutions include assessment and preparation, staging, installation, implementation, and maintenance and support for our solutions. We also provide systems management and complete managed services for our product offerings. In addition, we provide installation, maintenance and servicing for third party networking products and computer hardware from select manufacturers.
|
•
|
Hardware
- Our hardware solutions include our suite of financial-oriented self-service ATM-related hardware, and our retail- and hospitality-oriented point of sale terminal, self-checkout kiosk and related hardware. We also offer other self-service kiosks, such as self-check in/out kiosks for airlines, and wayfinding solutions for buildings and campuses.
|
In millions
|
2017
|
|
2016
|
|
2015
|
Revenue
|
$1,900
|
|
$1,841
|
|
$1,747
|
Operating income
|
$567
|
|
$577
|
|
$539
|
Operating income as a percentage of revenue
|
29.8%
|
|
31.3%
|
|
30.9%
|
In millions
|
2017
|
|
2016
|
|
2015
|
Revenue
|
$2,373
|
|
$2,306
|
|
$2,218
|
Operating income
|
$288
|
|
$201
|
|
$194
|
Operating income as a percentage of revenue
|
12.1%
|
|
8.7%
|
|
8.7%
|
In millions
|
2017
|
|
2016
|
|
2015
|
Revenue
|
$2,243
|
|
$2,396
|
|
$2,408
|
Operating (loss) income
|
$(2)
|
|
$62
|
|
$87
|
Operating (loss) income as a percentage of revenue
|
(0.1)%
|
|
2.6%
|
|
3.6%
|
In millions
|
2017
|
|
2016
|
|
2015
|
Net cash provided by operating activities
|
$755
|
|
$894
|
|
$681
|
Capital expenditures for property, plant and equipment
|
(128)
|
|
(73)
|
|
(79)
|
Additions to capitalized software
|
(166)
|
|
(154)
|
|
(150)
|
Net cash used in discontinued operations
|
(8)
|
|
(39)
|
|
(43)
|
Pension discretionary contributions and settlements
|
—
|
|
—
|
|
—
|
Free cash flow (non-GAAP)
|
$453
|
|
$628
|
|
$409
|
In millions
|
Total Amounts
|
2018
|
2019 - 2020
|
2021 - 2022
|
2023 & Thereafter
|
All Other
|
||||||||||||
Debt obligations
|
$
|
3,014
|
|
$
|
52
|
|
$
|
174
|
|
$
|
2,085
|
|
$
|
703
|
|
$
|
—
|
|
Interest on debt obligations
|
679
|
|
150
|
|
290
|
|
192
|
|
47
|
|
—
|
|
||||||
Estimated environmental liability payments
|
35
|
|
22
|
|
12
|
|
1
|
|
—
|
|
—
|
|
||||||
Lease obligations
|
729
|
|
135
|
|
161
|
|
90
|
|
343
|
|
—
|
|
||||||
Purchase obligations
|
735
|
|
679
|
|
29
|
|
27
|
|
—
|
|
—
|
|
||||||
Uncertain tax positions
|
148
|
|
—
|
|
—
|
|
—
|
|
—
|
|
148
|
|
||||||
Total obligations
|
$
|
5,340
|
|
$
|
1,038
|
|
$
|
666
|
|
$
|
2,395
|
|
$
|
1,093
|
|
$
|
148
|
|
•
|
a consolidated leverage ratio on the last day of any fiscal quarter, not to exceed (i) in the case of any fiscal quarter ending on or prior to December 31, 2017, (a) the sum of
4.25
and an amount (not to exceed
0.50
) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b)
1.00
, (ii) in the case of any fiscal quarter ending after December 31, 2017 and on or prior to December 31, 2019, (a) the sum of
4.00
and an amount (not to exceed
0.50
) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b)
1.00
, and (iii) in the case of any fiscal quarter ending after December 31, 2019, the sum of (a)
3.75
and an amount (not to exceed
0.50
) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b)
1.00
; and
|
•
|
an interest coverage ratio on the last day of any fiscal quarter greater than or equal to
3.50
to
1.00
.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Page
|
For the years ended December 31, (in millions, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Product revenue
|
|
$
|
2,579
|
|
|
$
|
2,737
|
|
|
$
|
2,711
|
|
Service revenue
|
|
3,937
|
|
|
3,806
|
|
|
3,662
|
|
|||
Total revenue
|
|
6,516
|
|
|
6,543
|
|
|
6,373
|
|
|||
Cost of products
|
|
2,026
|
|
|
2,102
|
|
|
2,072
|
|
|||
Cost of services
|
|
2,626
|
|
|
2,659
|
|
|
2,832
|
|
|||
Selling, general and administrative expenses
|
|
932
|
|
|
926
|
|
|
1,042
|
|
|||
Research and development expenses
|
|
256
|
|
|
242
|
|
|
230
|
|
|||
Restructuring-related charges
|
|
—
|
|
|
15
|
|
|
62
|
|
|||
Total operating expenses
|
|
5,840
|
|
|
5,944
|
|
|
6,238
|
|
|||
Income from operations
|
|
676
|
|
|
599
|
|
|
135
|
|
|||
Interest expense
|
|
(163
|
)
|
|
(170
|
)
|
|
(173
|
)
|
|||
Other (expense), net
|
|
(31
|
)
|
|
(50
|
)
|
|
(57
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
|
482
|
|
|
379
|
|
|
(95
|
)
|
|||
Income tax expense
|
|
242
|
|
|
92
|
|
|
55
|
|
|||
Income (loss) from continuing operations
|
|
240
|
|
|
287
|
|
|
(150
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
(5
|
)
|
|
(13
|
)
|
|
(24
|
)
|
|||
Net income (loss)
|
|
235
|
|
|
274
|
|
|
(174
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
3
|
|
|
4
|
|
|
4
|
|
|||
Net income (loss) attributable to NCR
|
|
$
|
232
|
|
|
$
|
270
|
|
|
$
|
(178
|
)
|
Amounts attributable to NCR common stockholders:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
237
|
|
|
$
|
283
|
|
|
$
|
(154
|
)
|
Series A convertible preferred stock dividends
|
|
(47
|
)
|
|
(49
|
)
|
|
(4
|
)
|
|||
Deemed dividend on modification of Series A convertible preferred stock
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Deemed dividend on Series A convertible preferred stock related to redemption
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations attributable to NCR
|
|
128
|
|
|
234
|
|
|
(158
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
(5
|
)
|
|
(13
|
)
|
|
(24
|
)
|
|||
Net income (loss) attributable to NCR common stockholders
|
|
$
|
123
|
|
|
$
|
221
|
|
|
$
|
(182
|
)
|
Income (loss) per share attributable to NCR common stockholders:
|
|
|
|
|
|
|
||||||
Income (loss) per common share from continuing operations
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.05
|
|
|
$
|
1.86
|
|
|
$
|
(0.94
|
)
|
Diluted
|
|
$
|
1.01
|
|
|
$
|
1.80
|
|
|
$
|
(0.94
|
)
|
Net income (loss) per common share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.01
|
|
|
$
|
1.76
|
|
|
$
|
(1.09
|
)
|
Diluted
|
|
$
|
0.97
|
|
|
$
|
1.71
|
|
|
$
|
(1.09
|
)
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
121.9
|
|
|
125.6
|
|
|
167.6
|
|
|||
Diluted (continuing operations)
|
|
127.0
|
|
|
157.4
|
|
|
167.6
|
|
|||
Diluted (net income)
|
|
127.0
|
|
|
129.2
|
|
|
167.6
|
|
For the years ended December 31 (in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
$
|
235
|
|
|
$
|
274
|
|
|
$
|
(174
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
|
|
|
|
||||||
Currency translation adjustments
|
39
|
|
|
(57
|
)
|
|
(50
|
)
|
|||
Derivatives
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivatives
|
(16
|
)
|
|
19
|
|
|
10
|
|
|||
Gains on derivatives arising during the period
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||
Less income tax benefit (expense)
|
3
|
|
|
(4
|
)
|
|
(1
|
)
|
|||
Employee benefit plans
|
|
|
|
|
|
||||||
Prior service benefit
|
—
|
|
|
—
|
|
|
9
|
|
|||
Amortization of prior service cost
|
(11
|
)
|
|
(19
|
)
|
|
(21
|
)
|
|||
Net (loss) gain arising during the period
|
(13
|
)
|
|
(1
|
)
|
|
43
|
|
|||
Amortization of actuarial (loss) gain
|
(2
|
)
|
|
(2
|
)
|
|
2
|
|
|||
Less income tax benefit (expense)
|
5
|
|
|
5
|
|
|
(2
|
)
|
|||
Other comprehensive income (loss)
|
4
|
|
|
(60
|
)
|
|
(17
|
)
|
|||
Total comprehensive income (loss)
|
239
|
|
|
214
|
|
|
(191
|
)
|
|||
Less comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net income
|
3
|
|
|
4
|
|
|
4
|
|
|||
Currency translation adjustments
|
(2
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|||
Amounts attributable to noncontrolling interests
|
1
|
|
|
(1
|
)
|
|
1
|
|
|||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
238
|
|
|
$
|
215
|
|
|
$
|
(192
|
)
|
As of December 31 (in millions except per share amounts)
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
537
|
|
|
$
|
498
|
|
Accounts receivable, net
|
1,270
|
|
|
1,282
|
|
||
Inventories
|
780
|
|
|
699
|
|
||
Other current assets
|
243
|
|
|
278
|
|
||
Total current assets
|
2,830
|
|
|
2,757
|
|
||
Property, plant and equipment, net
|
341
|
|
|
287
|
|
||
Goodwill
|
2,741
|
|
|
2,727
|
|
||
Intangibles, net
|
578
|
|
|
672
|
|
||
Prepaid pension cost
|
118
|
|
|
94
|
|
||
Deferred income taxes
|
460
|
|
|
575
|
|
||
Other assets
|
586
|
|
|
561
|
|
||
Total assets
|
$
|
7,654
|
|
|
$
|
7,673
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
52
|
|
|
$
|
50
|
|
Accounts payable
|
762
|
|
|
781
|
|
||
Payroll and benefits liabilities
|
219
|
|
|
234
|
|
||
Deferred service revenue and customer deposits
|
458
|
|
|
468
|
|
||
Other current liabilities
|
398
|
|
|
432
|
|
||
Total current liabilities
|
1,889
|
|
|
1,965
|
|
||
Long-term debt
|
2,939
|
|
|
3,001
|
|
||
Pension and indemnity plan liabilities
|
798
|
|
|
739
|
|
||
Postretirement and postemployment benefits liabilities
|
133
|
|
|
127
|
|
||
Income tax accruals
|
148
|
|
|
142
|
|
||
Other liabilities
|
200
|
|
|
138
|
|
||
Total liabilities
|
6,107
|
|
|
6,112
|
|
||
Commitments and Contingencies (Note 9)
|
|
|
|
||||
Redeemable noncontrolling interest
|
15
|
|
|
15
|
|
||
Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.8 shares issued and outstanding as of December 31, 2017 and 0.9 shares issued and outstanding as of December 31, 2016; redemption amount and liquidation preference of $825 and $870 as of December 31, 2017 and 2016, respectively
|
810
|
|
|
847
|
|
||
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, 2017 and 2016, respectively
|
—
|
|
|
—
|
|
||
Common stock: par value $0.01 per share, 500.0 shares authorized, 122.0 and 124.6 shares issued and outstanding as of December 31, 2017 and 2016, respectively
|
1
|
|
|
1
|
|
||
Paid-in capital
|
60
|
|
|
32
|
|
||
Retained earnings
|
857
|
|
|
867
|
|
||
Accumulated other comprehensive loss
|
(199
|
)
|
|
(205
|
)
|
||
Total NCR stockholders’ equity
|
719
|
|
|
695
|
|
||
Noncontrolling interests in subsidiaries
|
3
|
|
|
4
|
|
||
Total stockholders’ equity
|
722
|
|
|
699
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,654
|
|
|
$
|
7,673
|
|
For the years ended December 31 (in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
235
|
|
|
$
|
274
|
|
|
$
|
(174
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Loss from discontinued operations
|
5
|
|
|
13
|
|
|
24
|
|
|||
Depreciation and amortization
|
354
|
|
|
344
|
|
|
308
|
|
|||
Stock-based compensation expense
|
77
|
|
|
61
|
|
|
42
|
|
|||
Deferred income taxes
|
173
|
|
|
10
|
|
|
24
|
|
|||
Gain on sale of property, plant and equipment and other assets
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Loss on divestiture
|
—
|
|
|
2
|
|
|
—
|
|
|||
Impairment of long-lived and other assets
|
1
|
|
|
2
|
|
|
63
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
29
|
|
|
(89
|
)
|
|
28
|
|
|||
Inventories
|
(68
|
)
|
|
(86
|
)
|
|
(46
|
)
|
|||
Current payables and accrued expenses
|
(78
|
)
|
|
216
|
|
|
8
|
|
|||
Deferred service revenue and customer deposits
|
10
|
|
|
88
|
|
|
19
|
|
|||
Employee benefit plans
|
(4
|
)
|
|
33
|
|
|
384
|
|
|||
Other assets and liabilities
|
24
|
|
|
26
|
|
|
3
|
|
|||
Net cash provided by operating activities
|
755
|
|
|
894
|
|
|
681
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(128
|
)
|
|
(73
|
)
|
|
(79
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
6
|
|
|
—
|
|
|
19
|
|
|||
Additions to capitalized software
|
(166
|
)
|
|
(154
|
)
|
|
(150
|
)
|
|||
Business acquisitions, net
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from divestiture
|
3
|
|
|
47
|
|
|
—
|
|
|||
Other investing activities, net
|
3
|
|
|
(9
|
)
|
|
1
|
|
|||
Net cash used in investing activities
|
(290
|
)
|
|
(189
|
)
|
|
(209
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Short term borrowings, net
|
(4
|
)
|
|
(8
|
)
|
|
8
|
|
|||
Payments on term credit facilities
|
(61
|
)
|
|
(97
|
)
|
|
(383
|
)
|
|||
Payments on revolving credit facilities
|
(1,940
|
)
|
|
(1,431
|
)
|
|
(1,694
|
)
|
|||
Borrowings on revolving credit facilities
|
1,940
|
|
|
1,331
|
|
|
1,698
|
|
|||
Debt issuance costs
|
—
|
|
|
(9
|
)
|
|
—
|
|
|||
Series A convertible preferred stock issuance, net of issuance costs of $26 million
|
—
|
|
|
—
|
|
|
794
|
|
|||
Tender offer, including costs of $5 million
|
—
|
|
|
—
|
|
|
(1,005
|
)
|
|||
Repurchases of Company common stock
|
(350
|
)
|
|
(250
|
)
|
|
—
|
|
|||
Tax withholding payments on behalf of employees
|
(31
|
)
|
|
(16
|
)
|
|
(16
|
)
|
|||
Proceeds from employee stock plans
|
15
|
|
|
15
|
|
|
15
|
|
|||
Other financing activities
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(434
|
)
|
|
(467
|
)
|
|
(583
|
)
|
|||
Cash flows from discontinued operations
|
|
|
|
|
|
||||||
Net cash used in discontinued operations operating activities
|
(8
|
)
|
|
(39
|
)
|
|
(43
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
16
|
|
|
(29
|
)
|
|
(29
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
39
|
|
|
170
|
|
|
(183
|
)
|
|||
Cash and cash equivalents at beginning of period
|
498
|
|
|
328
|
|
|
511
|
|
|||
Cash and cash equivalents at end of period
|
$
|
537
|
|
|
$
|
498
|
|
|
$
|
328
|
|
|
|
|
|
|
|
||||||
Supplemental data
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
98
|
|
|
$
|
66
|
|
|
$
|
60
|
|
Interest
|
$
|
159
|
|
|
$
|
155
|
|
|
$
|
163
|
|
|
|
NCR Stockholders
|
|
|
|
|
|||||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Non-Redeemable Noncontrolling Interests in Subsidiaries
|
|
|
|||||||||||||||
in millions
|
|
Shares
|
|
Amount
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
|
|
Total
|
|||||||||||||||
December 31, 2014
|
|
169
|
|
|
$
|
2
|
|
|
$
|
442
|
|
|
$
|
1,563
|
|
|
$
|
(136
|
)
|
|
$
|
12
|
|
|
$
|
1,883
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
2
|
|
|
(176
|
)
|
||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(2
|
)
|
|
(16
|
)
|
||||||
Total comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
|
(14
|
)
|
|
—
|
|
|
(192
|
)
|
||||||
Employee stock purchase and stock compensation plans
|
|
1
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||||
Repurchase of Company Common Stock
|
|
(37
|
)
|
|
(1
|
)
|
|
(492
|
)
|
|
(512
|
)
|
|
—
|
|
|
—
|
|
|
(1,005
|
)
|
||||||
Series A Convertible Preferred Stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Sale of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
December 31, 2015
|
|
133
|
|
|
1
|
|
|
—
|
|
|
869
|
|
|
(150
|
)
|
|
6
|
|
|
726
|
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
2
|
|
|
272
|
|
||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(2
|
)
|
|
(57
|
)
|
||||||
Total comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|
(55
|
)
|
|
—
|
|
|
215
|
|
||||||
Employee stock purchase and stock compensation plans
|
|
2
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||
Dividend distribution to minority shareholder
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Repurchase of Company common stock
|
|
(10
|
)
|
|
—
|
|
|
(27
|
)
|
|
(223
|
)
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
||||||
Series A convertible preferred stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||||
December 31, 2016
|
|
125
|
|
|
1
|
|
|
32
|
|
|
867
|
|
|
(205
|
)
|
|
4
|
|
|
699
|
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
3
|
|
|
235
|
|
||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
(2
|
)
|
|
4
|
|
||||||
Total comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
6
|
|
|
1
|
|
|
239
|
|
||||||
Cumulative effect of a change in accounting principle related to employee share-based payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||||
Employee stock purchase and stock compensation plans
|
|
1
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
||||||
Dividend distribution to minority shareholder
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Repurchase of Company common stock
|
|
(7
|
)
|
|
—
|
|
|
(178
|
)
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
||||||
Series A convertible preferred stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||||
Deemed dividend on modification of Series A Convertible Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Deemed dividend on redemption of Series A Convertible Preferred Stock
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Redemption of Series A Convertible Preferred Stock
|
|
3
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||||
December 31, 2017
|
|
122
|
|
|
$
|
1
|
|
|
$
|
60
|
|
|
$
|
857
|
|
|
$
|
(199
|
)
|
|
$
|
3
|
|
|
$
|
722
|
|
In millions, except per share amounts
|
Twelve months ended December 31
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Income (loss) from continuing operations
|
$
|
237
|
|
|
$
|
283
|
|
|
$
|
(154
|
)
|
Series A convertible preferred stock dividends
|
(47
|
)
|
|
(49
|
)
|
|
(4
|
)
|
|||
Deemed dividend on modification of Series A Convertible Preferred Stock
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Deemed dividend on Series A Convertible Preferred Stock redemption
|
(58
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) from continuing operations attributable to NCR common stockholders
|
128
|
|
|
234
|
|
|
(158
|
)
|
|||
Loss from discontinued operations, net of tax
|
(5
|
)
|
|
(13
|
)
|
|
(24
|
)
|
|||
Net income (loss) attributable to NCR common stockholders
|
$
|
123
|
|
|
$
|
221
|
|
|
$
|
(182
|
)
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Basic weighted average number of shares outstanding
|
121.9
|
|
|
125.6
|
|
|
167.6
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
1.05
|
|
|
$
|
1.86
|
|
|
$
|
(0.94
|
)
|
From discontinued operations
|
(0.04
|
)
|
|
(0.10
|
)
|
|
(0.15
|
)
|
|||
Total basic earnings (loss) per share
|
$
|
1.01
|
|
|
$
|
1.76
|
|
|
$
|
(1.09
|
)
|
In millions, except per share amounts
|
Twelve months ended December 31
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Income (loss) from continuing operations
|
$
|
237
|
|
|
$
|
283
|
|
|
$
|
(154
|
)
|
Series A convertible preferred stock dividends
|
(47
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Deemed dividend on modification of Series A Convertible Preferred Stock
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Deemed dividend on Series A Convertible Preferred Stock redemption
|
(58
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) from continuing operations attributable to NCR common stockholders
|
128
|
|
|
283
|
|
|
(158
|
)
|
|||
Loss from discontinued operations, net of tax
|
(5
|
)
|
|
(13
|
)
|
|
(24
|
)
|
|||
Series A convertible preferred stock dividends
|
—
|
|
|
(49
|
)
|
|
—
|
|
|||
Net income (loss) attributable to NCR common stockholders
|
$
|
123
|
|
|
$
|
221
|
|
|
$
|
(182
|
)
|
|
|
|
|
|
|
||||||
Basic weighted average number of shares outstanding
|
121.9
|
|
|
125.6
|
|
|
167.6
|
|
|||
Dilutive effect of as-if Series A Convertible Preferred Stock
|
—
|
|
|
28.2
|
|
|
—
|
|
|||
Dilutive effect of employee stock options and restricted stock units
|
5.1
|
|
|
3.6
|
|
|
—
|
|
|||
Denominator - from continuing operations
|
127.0
|
|
|
157.4
|
|
|
167.6
|
|
|||
|
|
|
|
|
|
||||||
Basic weighted average number of shares outstanding
|
121.9
|
|
|
125.6
|
|
|
167.6
|
|
|||
Dilutive effect of employee stock options and restricted stock units
|
5.1
|
|
|
3.6
|
|
|
—
|
|
|||
Denominator - total
|
127.0
|
|
|
129.2
|
|
|
167.6
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
1.01
|
|
|
$
|
1.80
|
|
|
$
|
(0.94
|
)
|
From discontinued operations
|
(0.04
|
)
|
|
(0.10
|
)
|
|
(0.15
|
)
|
|||
Total diluted earnings (loss) per share
|
$
|
0.97
|
|
|
$
|
1.71
|
|
|
$
|
(1.09
|
)
|
In millions
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance as of January 1
|
$
|
345
|
|
|
$
|
311
|
|
|
$
|
257
|
|
Capitalization
|
166
|
|
|
154
|
|
|
150
|
|
|||
Amortization
|
(145
|
)
|
|
(118
|
)
|
|
(80
|
)
|
|||
Impairment
|
—
|
|
|
(2
|
)
|
|
(16
|
)
|
|||
Ending balance as of December 31
|
$
|
366
|
|
|
$
|
345
|
|
|
$
|
311
|
|
•
|
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).
|
•
|
The new standard removes the current limitation on contingent revenue, and we expect that this may result in revenue being recognized earlier for certain contracts containing multiple performance obligations.
|
•
|
The new standard modifies the accounting for the costs to obtain a contract, such as the capitalization and deferral of commission expenses, and we expect that this will be a change to our current policy to expense as incurred for certain recurring revenue streams.
|
|
January 1, 2017
|
|
|
|
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||
In millions
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|
Additions
|
|
Impairment
|
|
Other
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
||||||||||||||||||
Software
|
$
|
1,930
|
|
|
$
|
(7
|
)
|
|
$
|
1,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
1,944
|
|
|
$
|
(7
|
)
|
|
$
|
1,937
|
|
Services
|
658
|
|
|
—
|
|
|
658
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
658
|
|
|
—
|
|
|
658
|
|
|||||||||
Hardware
|
162
|
|
|
(16
|
)
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
(16
|
)
|
|
146
|
|
|||||||||
Total goodwill
|
$
|
2,750
|
|
|
$
|
(23
|
)
|
|
$
|
2,727
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
2,764
|
|
|
$
|
(23
|
)
|
|
$
|
2,741
|
|
|
January 1, 2016
|
|
|
|
|
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||
In millions
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
|
Additions
|
|
Impairment
|
|
Other
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
||||||||||||||||||
Software
|
$
|
1,936
|
|
|
$
|
(7
|
)
|
|
$
|
1,929
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
1,930
|
|
|
$
|
(7
|
)
|
|
$
|
1,923
|
|
Services
|
658
|
|
|
—
|
|
|
658
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
658
|
|
|
—
|
|
|
658
|
|
|||||||||
Hardware
|
162
|
|
|
(16
|
)
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
(16
|
)
|
|
146
|
|
|||||||||
Total goodwill
|
$
|
2,756
|
|
|
$
|
(23
|
)
|
|
$
|
2,733
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
2,750
|
|
|
$
|
(23
|
)
|
|
$
|
2,727
|
|
|
Amortization
Period
(in Years)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
In millions
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|||||||||
Identifiable intangible assets
|
|
|
|
|
|
|
|
|
|
||||||||
Reseller & customer relationships
|
1 - 20
|
|
$
|
659
|
|
|
$
|
(170
|
)
|
|
$
|
656
|
|
|
$
|
(128
|
)
|
Intellectual property
|
2 - 8
|
|
410
|
|
|
(351
|
)
|
|
392
|
|
|
(302
|
)
|
||||
Customer contracts
|
8
|
|
89
|
|
|
(81
|
)
|
|
89
|
|
|
(66
|
)
|
||||
Tradenames
|
2 - 10
|
|
73
|
|
|
(51
|
)
|
|
73
|
|
|
(42
|
)
|
||||
Total identifiable intangible assets
|
|
|
$
|
1,231
|
|
|
$
|
(653
|
)
|
|
$
|
1,210
|
|
|
$
|
(538
|
)
|
|
|
For the year ended December 31, 2017
|
|
For the years ended December 31 (estimated)
|
||||||||||||||||||||
In millions
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|||||||||||||
Amortization expense
|
|
$
|
115
|
|
|
$
|
85
|
|
|
$
|
75
|
|
|
$
|
57
|
|
|
$
|
49
|
|
|
$
|
45
|
|
•
|
the issuance of common stock as a dividend or the subdivision, combination, or reclassification of common stock into a greater or lesser number of shares of common stock;
|
•
|
the dividend, distribution or other issuance of rights, options or warrants to holders of Common Stock entitling them to subscribe for or purchase shares of common stock at a price per share that is less than the volume-weighted average price per share of common stock;
|
•
|
the completion of a tender offer or exchange offer of shares of common stock at a premium to the volume-weighted average price per share of common stock and certain other above-market purchases of common stock;
|
•
|
the issuance of a dividend or similar distribution in-kind, which can include shares of any class of capital stock, evidences of the Company's indebtedness, assets or other property or securities, to holders of common stock;
|
•
|
a transaction in which a subsidiary of the Company ceases to be a subsidiary of the Company as a result of the distribution of the equity interests of the subsidiary to the holders of the Company’s common stock; and
|
•
|
the payment of a cash dividend to the holders of common stock.
|
|
December 31, 2017
|
|
December 31, 2016
|
|||||||
In millions, except percentages
|
Amount
|
Weighted-Average Interest Rate
|
|
Amount
|
Weighted-Average Interest Rate
|
|||||
Short-Term Borrowings
|
|
|
|
|
|
|||||
Current portion of Senior Secured Credit Facility
(1)
|
$
|
51
|
|
3.21%
|
|
$
|
45
|
|
2.88%
|
|
Trade Receivables Securitization Facility
|
—
|
|
|
|
—
|
|
|
|||
Other
(2)
|
1
|
|
3.71%
|
|
5
|
|
7.41%
|
|||
|
Total short-term borrowings
|
$
|
52
|
|
|
|
$
|
50
|
|
|
Long-Term Debt
|
|
|
|
|
|
|||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|||||
|
Term loan facility
(1)
|
$
|
759
|
|
3.21%
|
|
$
|
821
|
|
2.88%
|
|
Revolving credit facility
(1)
|
—
|
|
|
|
—
|
|
|
||
Senior Notes:
|
|
|
|
|
|
|
||||
|
5.00% Senior Notes due 2022
|
600
|
|
|
|
600
|
|
|
||
|
4.625% Senior Notes due 2021
|
500
|
|
|
|
500
|
|
|
||
|
5.875% Senior Notes due 2021
|
400
|
|
|
|
400
|
|
|
||
|
6.375% Senior Notes due 2023
|
700
|
|
|
|
700
|
|
|
||
Deferred financing fees
|
(23
|
)
|
|
|
(29
|
)
|
|
|||
Other
(2)
|
3
|
|
1.62%
|
|
9
|
|
6.64%
|
|||
|
Total long-term debt
|
$
|
2,939
|
|
|
|
$
|
3,001
|
|
|
(1)
|
Interest rates are weighted average interest rates as of
December 31, 2017
and
2016
.
|
(2)
|
Interest rates are weighted average interest rates as of
December 31, 2017
and
2016
primarily related to various international credit facilities and a note payable in the U.S.
|
•
|
a consolidated leverage ratio on the last day of any fiscal quarter, not to exceed (i) in the case of any fiscal quarter ending on or prior to December 31, 2017, (a) the sum of
4.25
and an amount (not to exceed
0.50
) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b)
1.00
, (ii) in the case of any fiscal quarter ending after December 31, 2017 and on or prior to December 31, 2019, (a) the sum of
4.00
and an amount (not to exceed
0.50
) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b)
1.00
, and (iii) in the case of any fiscal quarter ending after December 31, 2019, the sum of (a)
3.75
and an amount (not to exceed
0.50
) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b)
1.00
; and
|
•
|
an interest coverage ratio on the last day of any fiscal quarter greater than or equal to
3.50
to
1.00
.
|
|
|
|
|
For the years ended December 31
|
|
|
||||||||||||||||||||||
In millions
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Debt maturities
|
|
$
|
3,014
|
|
|
$
|
52
|
|
|
$
|
84
|
|
|
$
|
90
|
|
|
$
|
1,485
|
|
|
$
|
600
|
|
|
$
|
703
|
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
149
|
|
|
$
|
35
|
|
|
$
|
(24
|
)
|
Foreign
|
|
333
|
|
|
344
|
|
|
(71
|
)
|
|||
Total income (loss) from continuing operations before income taxes
|
|
$
|
482
|
|
|
$
|
379
|
|
|
$
|
(95
|
)
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax expense (benefit)
|
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
14
|
|
|
$
|
18
|
|
|
$
|
(7
|
)
|
State
|
|
2
|
|
|
4
|
|
|
1
|
|
|||
Foreign
|
|
54
|
|
|
60
|
|
|
37
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
178
|
|
|
12
|
|
|
23
|
|
|||
State
|
|
(3
|
)
|
|
1
|
|
|
(6
|
)
|
|||
Foreign
|
|
(3
|
)
|
|
(3
|
)
|
|
7
|
|
|||
Total income tax expense (benefit)
|
|
$
|
242
|
|
|
$
|
92
|
|
|
$
|
55
|
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax expense (benefit) at the U.S. federal tax rate of 35%
|
|
$
|
169
|
|
|
$
|
133
|
|
|
$
|
(33
|
)
|
Foreign income tax differential
|
|
(38
|
)
|
|
(26
|
)
|
|
33
|
|
|||
U.S. permanent book/tax differences
|
|
2
|
|
|
—
|
|
|
(5
|
)
|
|||
Tax audit settlements
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Change in liability for unrecognized tax benefits
|
|
(2
|
)
|
|
(12
|
)
|
|
(7
|
)
|
|||
Nondeductible transaction costs
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
5
|
|
|||
U.S. valuation allowance
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
U.S. manufacturing deduction
|
|
(9
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Settlement of UK London pension plan
|
|
—
|
|
|
—
|
|
|
77
|
|
|||
U.S. Tax Reform
|
|
130
|
|
|
—
|
|
|
—
|
|
|||
Employee share-based payments
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(2
|
)
|
|
4
|
|
|
(1
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
242
|
|
|
$
|
92
|
|
|
$
|
55
|
|
In millions
|
|
2017
|
|
2016
|
||||
Deferred income tax assets
|
|
|
|
|
||||
Employee pensions and other benefits
|
|
$
|
230
|
|
|
$
|
313
|
|
Other balance sheet reserves and allowances
|
|
185
|
|
|
251
|
|
||
Tax loss and credit carryforwards
|
|
525
|
|
|
578
|
|
||
Capitalized research and development
|
|
50
|
|
|
99
|
|
||
Property, plant and equipment
|
|
6
|
|
|
6
|
|
||
Other
|
|
27
|
|
|
38
|
|
||
Total deferred income tax assets
|
|
1,023
|
|
|
1,285
|
|
||
Valuation allowance
|
|
(415
|
)
|
|
(445
|
)
|
||
Net deferred income tax assets
|
|
608
|
|
|
840
|
|
||
Deferred income tax liabilities
|
|
|
|
|
||||
Intangibles
|
|
129
|
|
|
239
|
|
||
Capitalized software
|
|
27
|
|
|
43
|
|
||
Other
|
|
16
|
|
|
7
|
|
||
Total deferred income tax liabilities
|
|
172
|
|
|
289
|
|
||
Total net deferred income tax assets
|
|
$
|
436
|
|
|
$
|
551
|
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gross unrecognized tax benefits - January 1
|
|
$
|
183
|
|
|
$
|
209
|
|
|
$
|
248
|
|
Increases related to tax positions from prior years
|
|
3
|
|
|
3
|
|
|
17
|
|
|||
Decreases related to tax positions from prior years
|
|
(1
|
)
|
|
(34
|
)
|
|
(37
|
)
|
|||
Increases related to tax provisions taken during the current year
|
|
23
|
|
|
23
|
|
|
35
|
|
|||
Settlements with tax authorities
|
|
(4
|
)
|
|
(6
|
)
|
|
(33
|
)
|
|||
Lapses of statutes of limitation
|
|
(8
|
)
|
|
(12
|
)
|
|
(21
|
)
|
|||
Total gross unrecognized tax benefits - December 31
|
|
$
|
196
|
|
|
$
|
183
|
|
|
$
|
209
|
|
In millions
|
2017
|
|
2016
|
|
2015
|
Restricted stock units
|
$73
|
|
$61
|
|
$42
|
Employee stock purchase plan
|
4
|
|
—
|
|
—
|
Stock-based compensation expense
|
77
|
|
61
|
|
42
|
Tax benefit
|
(22)
|
|
(18)
|
|
(13)
|
Total stock-based compensation (net of tax)
|
$55
|
|
$43
|
|
$29
|
Shares in thousands
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value per Unit
|
|||
Unvested shares as of January 1
|
|
7,469
|
|
|
$
|
24.70
|
|
Shares granted
|
|
2,211
|
|
|
$
|
46.95
|
|
Shares vested
|
|
(1,989
|
)
|
|
$
|
30.23
|
|
Shares forfeited
|
|
(533
|
)
|
|
$
|
28.12
|
|
Unvested shares as of December 31
|
|
7,158
|
|
|
$
|
29.78
|
|
Shares in thousands
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
|||
Service-based units
|
|
1,030
|
|
|
$
|
46.80
|
|
Performance-based units
|
|
1,181
|
|
|
$
|
47.08
|
|
Total restricted stock units
|
|
2,211
|
|
|
$
|
46.95
|
|
|
Twelve months ended December 31, 2016
|
Expected volatility
|
33.9%
|
Expected dividend yield
|
—
|
Risk-free rate
|
1.21%
|
Weighted average fair value per share
|
$14.93
|
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
|
|
629
|
|
|
$
|
17.69
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(117
|
)
|
|
$
|
20.48
|
|
|
|
|
|
||
Forfeited or expired
|
|
(37
|
)
|
|
$
|
21.54
|
|
|
|
|
|
||
Outstanding as of December 31
|
|
475
|
|
|
$
|
16.70
|
|
|
1.87
|
|
$
|
8.2
|
|
Fully vested and expected to vest as of December 31
|
|
475
|
|
|
$
|
16.70
|
|
|
1.87
|
|
$
|
8.2
|
|
Exercisable as of December 31
|
|
475
|
|
|
$
|
16.70
|
|
|
1.87
|
|
$
|
8.2
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation as of January 1
|
|
$
|
2,185
|
|
|
$
|
2,155
|
|
|
$
|
1,172
|
|
|
$
|
1,159
|
|
|
$
|
3,357
|
|
|
$
|
3,314
|
|
Net service cost
|
|
—
|
|
|
—
|
|
|
8
|
|
|
7
|
|
|
8
|
|
|
7
|
|
||||||
Interest cost
|
|
71
|
|
|
90
|
|
|
20
|
|
|
28
|
|
|
91
|
|
|
118
|
|
||||||
Actuarial loss
|
|
121
|
|
|
53
|
|
|
43
|
|
|
174
|
|
|
164
|
|
|
227
|
|
||||||
Benefits paid
|
|
(427
|
)
|
|
(113
|
)
|
|
(75
|
)
|
|
(75
|
)
|
|
(502
|
)
|
|
(188
|
)
|
||||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Currency translation adjustments
|
|
—
|
|
|
—
|
|
|
104
|
|
|
(122
|
)
|
|
104
|
|
|
(122
|
)
|
||||||
Benefit obligation as of December 31
|
|
$
|
1,950
|
|
|
$
|
2,185
|
|
|
$
|
1,273
|
|
|
$
|
1,172
|
|
|
$
|
3,223
|
|
|
$
|
3,357
|
|
Accumulated benefit obligation as of December 31
|
|
$
|
1,950
|
|
|
$
|
2,185
|
|
|
$
|
1,262
|
|
|
$
|
1,162
|
|
|
$
|
3,212
|
|
|
$
|
3,347
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets as of January 1
|
|
$
|
1,722
|
|
|
$
|
1,726
|
|
|
$
|
978
|
|
|
$
|
1,009
|
|
|
$
|
2,700
|
|
|
$
|
2,735
|
|
Actual return on plan assets
|
|
149
|
|
|
109
|
|
|
80
|
|
|
136
|
|
|
229
|
|
|
245
|
|
||||||
Company contributions
|
|
—
|
|
|
—
|
|
|
25
|
|
|
31
|
|
|
25
|
|
|
31
|
|
||||||
Benefits paid
|
|
(427
|
)
|
|
(113
|
)
|
|
(75
|
)
|
|
(75
|
)
|
|
(502
|
)
|
|
(188
|
)
|
||||||
Currency translation adjustments
|
|
—
|
|
|
—
|
|
|
77
|
|
|
(124
|
)
|
|
77
|
|
|
(124
|
)
|
||||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Fair value of plan assets as of December 31
|
|
$
|
1,444
|
|
|
$
|
1,722
|
|
|
$
|
1,086
|
|
|
$
|
978
|
|
|
$
|
2,530
|
|
|
$
|
2,700
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||
In millions
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Funded Status
|
|
$
|
(506
|
)
|
|
$
|
(463
|
)
|
|
$
|
(187
|
)
|
|
$
|
(194
|
)
|
|
$
|
(693
|
)
|
|
$
|
(657
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
94
|
|
|
$
|
118
|
|
|
$
|
94
|
|
Current liabilities
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|
(12
|
)
|
||||||
Noncurrent liabilities
|
|
(506
|
)
|
|
(463
|
)
|
|
(292
|
)
|
|
(276
|
)
|
|
(798
|
)
|
|
(739
|
)
|
||||||
Net amounts recognized
|
|
$
|
(506
|
)
|
|
$
|
(463
|
)
|
|
$
|
(187
|
)
|
|
$
|
(194
|
)
|
|
$
|
(693
|
)
|
|
$
|
(657
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
|
—
|
|
|
—
|
|
|
18
|
|
|
15
|
|
|
18
|
|
|
15
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
15
|
|
|
$
|
18
|
|
|
$
|
15
|
|
In millions
|
U.S. Pension Benefits
|
|
International
Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||||||||||||||||||||
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||
Net service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
12
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
12
|
|
Interest cost
|
71
|
|
|
90
|
|
|
87
|
|
|
20
|
|
|
28
|
|
|
42
|
|
|
91
|
|
|
118
|
|
|
129
|
|
|||||||||
Expected return on plan assets
|
(57
|
)
|
|
(72
|
)
|
|
(72
|
)
|
|
(35
|
)
|
|
(36
|
)
|
|
(60
|
)
|
|
(92
|
)
|
|
(108
|
)
|
|
(132
|
)
|
|||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||||||
Curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
|
—
|
|
|
—
|
|
|
427
|
|
|||||||||
Actuarial loss
|
28
|
|
|
16
|
|
|
27
|
|
|
—
|
|
|
69
|
|
|
2
|
|
|
28
|
|
|
85
|
|
|
29
|
|
|||||||||
Net periodic benefit (income) cost
|
$
|
42
|
|
|
$
|
34
|
|
|
$
|
42
|
|
|
$
|
(6
|
)
|
|
$
|
69
|
|
|
$
|
422
|
|
|
$
|
36
|
|
|
$
|
103
|
|
|
$
|
464
|
|
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Discount rate
|
|
3.6
|
%
|
|
4.1
|
%
|
|
1.9
|
%
|
|
1.9
|
%
|
|
2.9
|
%
|
|
3.3
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
0.9
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
|
|
U.S. Pension Benefits
|
|
International
Pension Benefits
|
|
Total Pension Benefits
|
|||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Discount rate - Service Cost
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
1.4
|
%
|
|
2.6
|
%
|
|
2.9
|
%
|
|
1.4
|
%
|
|
2.6
|
%
|
|
2.9
|
%
|
Discount rate - Interest Cost
|
|
3.4
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
1.6
|
%
|
|
2.6
|
%
|
|
2.9
|
%
|
|
2.8
|
%
|
|
3.7
|
%
|
|
3.5
|
%
|
Expected return on plan assets
|
|
3.5
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
3.5
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.5
|
%
|
|
4.1
|
%
|
|
3.9
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
0.9
|
%
|
|
1.3
|
%
|
|
1.8
|
%
|
|
0.9
|
%
|
|
1.3
|
%
|
|
1.8
|
%
|
|
|
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
|
||||||||
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
||||||
Equity securities
|
|
—
|
%
|
|
—
|
%
|
|
0 - 0%
|
|
22
|
%
|
|
23
|
%
|
|
12 - 27%
|
Debt securities
|
|
98
|
%
|
|
96
|
%
|
|
95 - 100%
|
|
58
|
%
|
|
52
|
%
|
|
54 - 72%
|
Real estate
|
|
1
|
%
|
|
1
|
%
|
|
0 - 2%
|
|
12
|
%
|
|
13
|
%
|
|
6 - 14%
|
Other
|
|
1
|
%
|
|
3
|
%
|
|
0 - 3%
|
|
8
|
%
|
|
12
|
%
|
|
4 - 9%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
U.S.
|
|
International
|
|||||||||||||||||||||||||||||
In millions
|
Notes
|
Fair Value as of December 31, 2017
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Not Subject to Leveling
|
|
Fair Value as of December 31, 2017
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Not Subject to Leveling
|
|||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common stock
|
1
|
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
56
|
|
$
|
56
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Government securities
|
2
|
|
223
|
|
—
|
|
223
|
|
—
|
|
—
|
|
|
49
|
|
—
|
|
49
|
|
—
|
|
—
|
|
||||||||||
Corporate debt
|
3
|
|
895
|
|
—
|
|
895
|
|
—
|
|
—
|
|
|
141
|
|
—
|
|
139
|
|
2
|
|
—
|
|
||||||||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Money market funds
|
4
|
|
24
|
|
—
|
|
—
|
|
—
|
|
24
|
|
|
15
|
|
—
|
|
10
|
|
—
|
|
5
|
|
||||||||||
Common and commingled trusts - Equities
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
182
|
|
—
|
|
—
|
|
—
|
|
182
|
|
||||||||||
Common and commingled trusts - Bonds
|
4
|
|
207
|
|
—
|
|
—
|
|
—
|
|
207
|
|
|
421
|
|
—
|
|
—
|
|
—
|
|
421
|
|
||||||||||
Common and commingled trusts - Short Term Investments
|
4
|
|
31
|
|
—
|
|
—
|
|
—
|
|
31
|
|
|
24
|
|
—
|
|
—
|
|
—
|
|
24
|
|
||||||||||
Common and commingled trusts - Balanced
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
68
|
|
—
|
|
—
|
|
—
|
|
68
|
|
||||||||||
Partnership/joint venture interests - Real estate
|
5
|
|
5
|
|
—
|
|
—
|
|
—
|
|
5
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Partnership/joint venture interests - Other
|
5
|
|
5
|
|
—
|
|
—
|
|
—
|
|
5
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Mutual funds
|
4
|
|
53
|
|
53
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Insurance products
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
||||||||||
Real estate and other
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
129
|
|
—
|
|
—
|
|
129
|
|
—
|
|
||||||||||
Total
|
|
$
|
1,444
|
|
$
|
53
|
|
$
|
1,119
|
|
$
|
—
|
|
$
|
272
|
|
|
$
|
1,086
|
|
$
|
56
|
|
$
|
199
|
|
$
|
131
|
|
$
|
700
|
|
|
|
U.S.
|
|
International
|
|||||||||||||||||||||||||||||
In millions
|
Notes
|
Fair Value as of December 31, 2016
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Not Subject to Leveling
|
|
Fair Value as of December 31, 2016
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Not Subject to Leveling
|
|||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common stock
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
47
|
|
$
|
47
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Government securities
|
2
|
|
234
|
|
—
|
|
234
|
|
—
|
|
—
|
|
|
27
|
|
—
|
|
27
|
|
—
|
|
—
|
|
||||||||||
Corporate debt
|
3
|
|
797
|
|
—
|
|
797
|
|
—
|
|
—
|
|
|
110
|
|
—
|
|
108
|
|
2
|
|
—
|
|
||||||||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Money market funds
|
4
|
|
28
|
|
—
|
|
—
|
|
—
|
|
28
|
|
|
8
|
|
—
|
|
8
|
|
—
|
|
—
|
|
||||||||||
Common and commingled trusts - Equities
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
169
|
|
—
|
|
—
|
|
—
|
|
169
|
|
||||||||||
Common and commingled trusts - Bonds
|
4
|
|
530
|
|
—
|
|
—
|
|
—
|
|
530
|
|
|
363
|
|
—
|
|
—
|
|
—
|
|
363
|
|
||||||||||
Common and commingled trusts - Short Term Investments
|
4
|
|
23
|
|
—
|
|
—
|
|
—
|
|
23
|
|
|
27
|
|
—
|
|
—
|
|
—
|
|
27
|
|
||||||||||
Common and commingled trusts - Balanced
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
104
|
|
—
|
|
—
|
|
—
|
|
104
|
|
||||||||||
Partnership/joint venture interests - Real estate
|
5
|
|
8
|
|
—
|
|
—
|
|
—
|
|
8
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Partnership/joint venture interests - Other
|
5
|
|
6
|
|
—
|
|
—
|
|
—
|
|
6
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Mutual funds
|
4
|
|
60
|
|
60
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Hedge Funds
|
5
|
|
36
|
|
—
|
|
—
|
|
—
|
|
36
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Insurance products
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
||||||||||
Real estate and other
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
122
|
|
—
|
|
—
|
|
122
|
|
—
|
|
||||||||||
Total
|
|
$
|
1,722
|
|
$
|
60
|
|
$
|
1,031
|
|
$
|
—
|
|
$
|
631
|
|
|
$
|
978
|
|
$
|
47
|
|
$
|
144
|
|
$
|
124
|
|
$
|
663
|
|
1.
|
Common stocks are valued based on quoted market prices at the closing price as reported on the active market on which the individual securities are traded.
|
2.
|
Government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar securities, the security is valued under a discounted cash flows approach that maximizes observable inputs, such as current yields on similar instruments but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.
|
3.
|
Corporate debt is valued primarily based on observable market quotations for similar bonds at the closing price reported on the active market on which the individual securities are traded. When such quoted prices are not available, the bonds are valued using a discounted cash flows approach using current yields on similar instruments of issuers with similar credit ratings.
|
4.
|
Common/collective trusts and registered investment companies (RICs) such as mutual funds are valued using a Net Asset Value (NAV) provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares or units outstanding. The fair value of the underlying securities within the fund, which are generally traded on an active market, are valued at the closing price reported on the active market on which those individual securities are traded. For investments not traded on an active market, or for which a quoted price is not publicly available, a variety of
|
5.
|
Partnership/joint ventures and hedge funds are valued based on the fair value of the underlying securities within the fund, which include investments both traded on an active market and not traded on an active market. For those investments that are traded on an active market, the values are based on the closing price reported on the active market on which those individual securities are traded and in the case of hedge funds they are valued using a Net Asset Value (NAV) provided by the manager of each fund. For investments not traded on an active market, or for which a quoted price is not publicly available, a variety of unobservable valuation methodologies, including discounted cash flow, market multiples and cost valuation approaches, are employed by the fund manager to value investments.
|
In millions
|
International Pension Plans
|
||
Balance, December 31, 2015
|
$
|
133
|
|
Realized and unrealized gains and losses, net
|
(8
|
)
|
|
Purchases, sales and settlements, net
|
1
|
|
|
Transfers, net
|
(2
|
)
|
|
Balance, December 31, 2016
|
$
|
124
|
|
Realized and unrealized gains and losses, net
|
7
|
|
|
Purchases, sales and settlements, net
|
—
|
|
|
Transfers, net
|
—
|
|
|
Balance, December 31, 2017
|
$
|
131
|
|
|
|
Postretirement Benefits
|
||||||
In millions
|
|
2017
|
|
2016
|
||||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation as of January 1
|
|
$
|
25
|
|
|
$
|
27
|
|
Interest cost
|
|
1
|
|
|
1
|
|
||
Actuarial gain
|
|
(3
|
)
|
|
(2
|
)
|
||
Plan participant contributions
|
|
—
|
|
|
1
|
|
||
Benefits paid
|
|
(2
|
)
|
|
(2
|
)
|
||
Benefit obligation as of December 31
|
|
$
|
21
|
|
|
$
|
25
|
|
|
|
Postretirement Benefits
|
||||||
In millions
|
|
2017
|
|
2016
|
||||
Benefit obligation
|
|
$
|
(21
|
)
|
|
$
|
(25
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
Noncurrent liabilities
|
|
(19
|
)
|
|
(22
|
)
|
||
Net amounts recognized
|
|
$
|
(21
|
)
|
|
$
|
(25
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
11
|
|
|
$
|
16
|
|
Prior service benefit
|
|
(13
|
)
|
|
(19
|
)
|
||
Total
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
In millions
|
|
Postretirement Benefits
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||
Interest cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Amortization of:
|
|
|
|
|
|
|
||||||
Prior service benefit
|
|
(6
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|||
Actuarial loss
|
|
2
|
|
|
2
|
|
|
2
|
|
|||
Net periodic benefit income
|
|
$
|
(3
|
)
|
|
$
|
(11
|
)
|
|
$
|
(15
|
)
|
|
|
Postretirement Benefit Obligations
|
|
Postretirement Benefit Costs
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
|
3.1
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|
3.1
|
%
|
|
|
2017
|
|
2016
|
||||||||
|
|
Pre-65 Coverage
|
|
Post-65 Coverage
|
|
Pre-65 Coverage
|
|
Post-65 Coverage
|
||||
Healthcare cost trend rate assumed for next year
|
|
6.6
|
%
|
|
5.9
|
%
|
|
6.6
|
%
|
|
5.8
|
%
|
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
|
|
2025
|
|
|
2025
|
|
|
2024
|
|
|
2024
|
|
|
|
Postemployment Benefits
|
||||||
In millions
|
|
2017
|
|
2016
|
||||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation as of January 1
|
|
$
|
127
|
|
|
$
|
143
|
|
Restructuring program cost
|
|
—
|
|
|
4
|
|
||
Service cost
|
|
34
|
|
|
16
|
|
||
Interest cost
|
|
2
|
|
|
3
|
|
||
Benefits paid
|
|
(34
|
)
|
|
(37
|
)
|
||
Foreign currency exchange
|
|
9
|
|
|
(6
|
)
|
||
Actuarial loss
|
|
4
|
|
|
4
|
|
||
Benefit obligation as of December 31
|
|
$
|
142
|
|
|
$
|
127
|
|
|
|
Postemployment Benefits
|
||||||
In millions
|
|
2017
|
|
2016
|
||||
Benefit obligation
|
|
$
|
(142
|
)
|
|
$
|
(127
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(28
|
)
|
|
$
|
(22
|
)
|
Noncurrent liabilities
|
|
(114
|
)
|
|
(105
|
)
|
||
Net amounts recognized
|
|
$
|
(142
|
)
|
|
$
|
(127
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Net actuarial gain
|
|
$
|
(20
|
)
|
|
$
|
(42
|
)
|
Prior service benefit
|
|
(11
|
)
|
|
(17
|
)
|
||
Total
|
|
$
|
(31
|
)
|
|
$
|
(59
|
)
|
In millions
|
Postemployment Benefits
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Service cost
|
$
|
34
|
|
|
$
|
16
|
|
|
$
|
17
|
|
Interest cost
|
2
|
|
|
3
|
|
|
3
|
|
|||
Amortization of:
|
|
|
|
|
|
|
|
|
|||
Prior service benefit
|
(6
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|||
Actuarial gain
|
(6
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Net benefit cost
|
$
|
24
|
|
|
$
|
6
|
|
|
$
|
16
|
|
Restructuring severance cost
|
—
|
|
|
4
|
|
|
1
|
|
|||
Net periodic benefit cost
|
$
|
24
|
|
|
$
|
10
|
|
|
$
|
17
|
|
|
|
Postemployment Benefit Obligations
|
|
Postemployment Benefit Costs
|
|||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2015
|
|||||
Discount rate
|
|
2.3
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
|
2.1
|
%
|
Salary increase rate
|
|
1.9
|
%
|
|
1.8
|
%
|
|
1.8
|
%
|
|
2.1
|
%
|
|
2.0
|
%
|
Involuntary turnover rate
|
|
4.8
|
%
|
|
4.8
|
%
|
|
4.8
|
%
|
|
4.8
|
%
|
|
4.8
|
%
|
In millions
|
|
U.S. Pension Benefits
|
|
International Pension Benefits
|
|
Total Pension Benefits
|
|
Postretirement Benefits
|
|
Postemployment Benefits
|
||||||||||
Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
$
|
104
|
|
|
$
|
53
|
|
|
$
|
157
|
|
|
$
|
2
|
|
|
$
|
60
|
|
2019
|
|
$
|
107
|
|
|
$
|
54
|
|
|
$
|
161
|
|
|
$
|
2
|
|
|
$
|
22
|
|
2020
|
|
$
|
109
|
|
|
$
|
52
|
|
|
$
|
161
|
|
|
$
|
2
|
|
|
$
|
21
|
|
2021
|
|
$
|
112
|
|
|
$
|
52
|
|
|
$
|
164
|
|
|
$
|
2
|
|
|
$
|
20
|
|
2022
|
|
$
|
114
|
|
|
$
|
52
|
|
|
$
|
166
|
|
|
$
|
2
|
|
|
$
|
18
|
|
2023-2027
|
|
$
|
581
|
|
|
$
|
265
|
|
|
$
|
846
|
|
|
$
|
5
|
|
|
$
|
76
|
|
In millions
|
|
U.S.
Pension Benefits
|
|
International Pension Benefits
|
|
Total
Pension Benefits
|
|
Postretirement Benefits
|
|
Postemployment Benefits
|
||||||||||
Prior service cost (benefit)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
Actuarial loss (gain)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
In millions
|
2017
|
|
2016
|
|
2015
|
||||||
Warranty reserve liability
|
|
|
|
|
|
||||||
Beginning balance as of January 1
|
$
|
27
|
|
|
$
|
24
|
|
|
$
|
22
|
|
Accruals for warranties issued
|
43
|
|
|
42
|
|
|
41
|
|
|||
Settlements (in cash or in kind)
|
(44)
|
|
|
(39)
|
|
|
(39)
|
|
|||
Ending balance as of December 31
|
$
|
26
|
|
|
$
|
27
|
|
|
$
|
24
|
|
In millions
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
Minimum lease obligations
|
|
$
|
135
|
|
|
$
|
96
|
|
|
$
|
65
|
|
|
$
|
49
|
|
|
$
|
41
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
December 31, 2017
|
||||||||||
In millions
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current assets
|
|
$104
|
|
$—
|
|
Other current liabilities
|
|
$142
|
|
$1
|
Total derivatives designated as hedging instruments
|
|
|
|
|
$—
|
|
|
|
|
|
$1
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current assets
|
|
$101
|
|
$1
|
|
Other current liabilities
|
|
$292
|
|
$1
|
Total derivatives not designated as hedging instruments
|
|
|
|
|
$1
|
|
|
|
|
|
$1
|
Total derivatives
|
|
|
|
|
$1
|
|
|
|
|
|
$2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
December 31, 2016
|
||||||||||
In millions
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current assets
|
|
$251
|
|
$18
|
|
Other current liabilities
|
|
$56
|
|
$1
|
Total derivatives designated as hedging instruments
|
|
|
|
|
$18
|
|
|
|
|
|
$1
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current assets
|
|
$165
|
|
$1
|
|
Other current liabilities
|
|
$218
|
|
$1
|
Total derivatives not designated as hedging instruments
|
|
|
|
|
$1
|
|
|
|
|
|
$1
|
Total derivatives
|
|
|
|
|
$19
|
|
|
|
|
|
$2
|
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, 2017
|
For the year ended December 31, 2016
|
For the year ended December 31, 2015
|
Location of (Gain) Loss Reclassified from AOCI into the Consolidated Statement of Operations (Effective Portion)
|
For the year ended December 31, 2017
|
For the year ended December 31, 2016
|
For the year ended December 31, 2015
|
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, 2017
|
For the year ended December 31, 2016
|
For the year ended December 31, 2015
|
Interest rate swap
|
$—
|
$—
|
$(2)
|
Interest expense
|
$—
|
$2
|
$5
|
Interest expense
|
$—
|
$—
|
$—
|
Foreign exchange contracts
|
$(16)
|
$19
|
$12
|
Cost of products
|
$(1)
|
$(3)
|
$(12)
|
Other (expense), net
|
$—
|
$—
|
$—
|
In millions
|
|
|
Amount of Gain (Loss) Recognized in the
Consolidated Statement of Operations
|
||||
Derivatives not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in the Consolidated Statement of Operations
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
For the year ended December 31, 2015
|
Foreign exchange contracts
|
Other (expense), net
|
|
$(4)
|
|
$(1)
|
|
$(5)
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
||||
|
|
Fair Value Measurements Using
|
|
|
Fair Value Measurements Using
|
||||
In millions
|
December 31, 2017
|
Quoted Prices
in Active
Markets
for Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
|
December 31, 2016
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Assets:
|
|
|
|
|
|
|
|
|
|
Deposits held in money market mutual funds
(1)
|
$90
|
$90
|
$—
|
$—
|
|
$5
|
$5
|
$—
|
$—
|
Foreign exchange contracts
(2)
|
1
|
—
|
1
|
—
|
|
19
|
—
|
19
|
—
|
Total
|
$91
|
$90
|
$1
|
$—
|
|
$24
|
$5
|
$19
|
$—
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
(3)
|
2
|
—
|
2
|
—
|
|
2
|
—
|
2
|
—
|
Total
|
$2
|
$—
|
$2
|
$—
|
|
$2
|
$—
|
$2
|
$—
|
•
|
Software
- Our software offerings include industry-based software platforms, applications and application suites for the financial services, retail, hospitality and small business industries. We also offer a portfolio of other industry-oriented software applications including cash management software, video banking software, fraud and loss prevention applications, check and document imaging, remote-deposit capture and customer-facing mobile and digital banking applications for the financial services industry; and secure electronic and mobile payment solutions, sector-specific point of sale software applications, and back-office inventory and store and restaurant management applications for the retail and hospitality industries. Additionally, we provide ongoing software support and maintenance services, as well as consulting and implementation services for our software solutions.
|
•
|
Services
- Our global end-to-end services solutions include assessment and preparation, staging, installation, implementation, and maintenance and support for our solutions. We also provide systems management and complete managed services for our product offerings. In addition, we provide installation, maintenance and servicing for third party networking products and computer hardware from select manufacturers.
|
•
|
Hardware
- Our hardware solutions include our suite of financial-oriented self-service ATM-related hardware, and our retail- and hospitality-oriented point of sale terminal, self-checkout kiosk and related hardware. We also offer other self-service kiosks, such as self-check in/out kiosks for airlines, and wayfinding solutions for buildings and campuses.
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue by segment
|
|
|
|
|
|
|
||||||
Software
|
|
$
|
1,900
|
|
|
$
|
1,841
|
|
|
$
|
1,747
|
|
Services
|
|
2,373
|
|
|
2,306
|
|
|
2,218
|
|
|||
Hardware
(1)
|
|
2,243
|
|
|
2,396
|
|
|
2,408
|
|
|||
Consolidated revenue
|
|
6,516
|
|
|
6,543
|
|
|
6,373
|
|
|||
Operating income by segment
|
|
|
|
|
|
|
||||||
Software
|
|
567
|
|
|
577
|
|
|
539
|
|
|||
Services
|
|
288
|
|
|
201
|
|
|
194
|
|
|||
Hardware
(1)
|
|
(2
|
)
|
|
62
|
|
|
87
|
|
|||
Subtotal - segment operating income
|
|
853
|
|
|
840
|
|
|
820
|
|
|||
Other adjustments
(2)
|
|
177
|
|
|
241
|
|
|
685
|
|
|||
Income from operations
|
|
$
|
676
|
|
|
$
|
599
|
|
|
$
|
135
|
|
(1)
|
On May 27, 2016, NCR completed the sale of substantially all of its IPS business to Atlas Holdings. The sale included all dedicated assets of the IPS division worldwide, other than in the MEA region. Accordingly, the revenue and operating income results exclude the results of the IPS operations, except for the IPS MEA operations, from May 27, 2016 through the end of the fourth quarter of
2016
.
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Pension mark-to-market adjustments
|
|
$
|
28
|
|
|
$
|
85
|
|
|
$
|
454
|
|
Restructuring/transformation costs
|
|
29
|
|
|
26
|
|
|
74
|
|
|||
Acquisition-related amortization of intangible assets
|
|
115
|
|
|
123
|
|
|
125
|
|
|||
Acquisition-related costs
|
|
5
|
|
|
7
|
|
|
11
|
|
|||
OFAC and FCPA investigations
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Reserve related to subcontract in MEA
|
|
—
|
|
|
—
|
|
|
20
|
|
|||
Total other adjustments
|
|
$
|
177
|
|
|
$
|
241
|
|
|
$
|
685
|
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Product revenue
|
|
$
|
2,579
|
|
|
$
|
2,737
|
|
|
$
|
2,711
|
|
Professional services and installation services revenue
|
|
1,055
|
|
|
1,011
|
|
|
944
|
|
|||
Recurring revenue, including maintenance and cloud revenue
|
|
2,882
|
|
|
2,795
|
|
|
2,718
|
|
|||
Total revenue
|
|
$
|
6,516
|
|
|
$
|
6,543
|
|
|
$
|
6,373
|
|
In millions
|
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|||||||||
Revenue by Geographic Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
3,224
|
|
|
50
|
%
|
|
$
|
3,106
|
|
|
47
|
%
|
|
$
|
2,909
|
|
|
46
|
%
|
Americas (excluding United States)
|
|
585
|
|
|
9
|
%
|
|
637
|
|
|
10
|
%
|
|
590
|
|
|
9
|
%
|
|||
Europe, Middle East and Africa (EMEA)
|
|
1,786
|
|
|
27
|
%
|
|
1,896
|
|
|
29
|
%
|
|
1,964
|
|
|
31
|
%
|
|||
Asia Pacific (APJ)
|
|
921
|
|
|
14
|
%
|
|
904
|
|
|
14
|
%
|
|
910
|
|
|
14
|
%
|
|||
Consolidated revenue
|
|
$
|
6,516
|
|
|
100
|
%
|
|
$
|
6,543
|
|
|
100
|
%
|
|
$
|
6,373
|
|
|
100
|
%
|
In millions
|
|
2017
|
|
2016
|
||||
Property, plant and equipment, net
|
|
|
|
|
||||
United States
|
|
$
|
204
|
|
|
$
|
139
|
|
Americas (excluding United States)
|
|
19
|
|
|
21
|
|
||
Europe, Middle East and Africa (EMEA)
|
|
75
|
|
|
70
|
|
||
Asia Pacific (APJ)
|
|
43
|
|
|
57
|
|
||
Consolidated property, plant and equipment, net
|
|
$
|
341
|
|
|
$
|
287
|
|
In millions
|
Currency Translation Adjustments
|
|
Changes in Employee Benefit Plans
|
|
Changes in Fair Value of Effective Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
(125
|
)
|
|
$
|
(8
|
)
|
|
$
|
(3
|
)
|
|
$
|
(136
|
)
|
Other comprehensive (loss) income before reclassifications
|
(47
|
)
|
|
43
|
|
|
8
|
|
|
4
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(12
|
)
|
|
(6
|
)
|
|
(18
|
)
|
||||
Net current period other comprehensive (loss) income
|
(47
|
)
|
|
31
|
|
|
2
|
|
|
(14
|
)
|
||||
Balance at December 31, 2015
|
$
|
(172
|
)
|
|
$
|
23
|
|
|
$
|
(1
|
)
|
|
$
|
(150
|
)
|
Other comprehensive (loss) income before reclassifications
|
(52
|
)
|
|
(1
|
)
|
|
16
|
|
|
(37
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(16
|
)
|
|
(2
|
)
|
|
(18
|
)
|
||||
Net current period other comprehensive (loss) income
|
(52
|
)
|
|
(17
|
)
|
|
14
|
|
|
(55
|
)
|
||||
Balance at December 31, 2016
|
$
|
(224
|
)
|
|
$
|
6
|
|
|
$
|
13
|
|
|
$
|
(205
|
)
|
Other comprehensive (loss) income before reclassifications
|
41
|
|
|
(13
|
)
|
|
(13
|
)
|
|
15
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(8
|
)
|
|
(1
|
)
|
|
(9
|
)
|
||||
Net current period other comprehensive (loss) income
|
41
|
|
|
(21
|
)
|
|
(14
|
)
|
|
6
|
|
||||
Balance at December 31, 2017
|
$
|
(183
|
)
|
|
$
|
(15
|
)
|
|
$
|
(1
|
)
|
|
$
|
(199
|
)
|
|
|
For the year ended December 31, 2017
|
||||||||||||||
|
Employee Benefit Plans
|
|
|
|
|
|||||||||||
In millions
|
Actuarial Losses Recognized
|
|
Amortization of Prior Service Benefit
|
|
Effective Cash Flow Hedges
|
|
Total
|
|||||||||
Affected line in Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
|||||||||
|
Cost of products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
Cost of services
|
(1
|
)
|
|
(6
|
)
|
|
—
|
|
|
(7
|
)
|
||||
|
Selling, general and administrative expenses
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||
|
Research and development expenses
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
||||
|
Total before tax
|
$
|
(2
|
)
|
|
$
|
(11
|
)
|
|
$
|
(1
|
)
|
|
$
|
(14
|
)
|
|
Tax expense
|
|
|
|
|
|
|
5
|
|
|||||||
|
Total reclassifications, net of tax
|
|
|
|
|
|
|
$
|
(9
|
)
|
|
|
For the year ended December 31, 2016
|
||||||||||||||
|
Employee Benefit Plans
|
|
|
|
|
|
||||||||||
In millions
|
Actuarial Losses Recognized
|
|
Amortization of Prior Service Benefit
|
|
Effective Cash Flow Hedges
|
|
Total
|
|||||||||
Affected line in Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
|||||||||
|
Cost of products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
Cost of services
|
(1
|
)
|
|
(10
|
)
|
|
—
|
|
|
(11
|
)
|
||||
|
Selling, general and administrative expenses
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||
|
Research and development expenses
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(4
|
)
|
||||
|
Interest expense
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
|
Total before tax
|
$
|
(2
|
)
|
|
$
|
(19
|
)
|
|
$
|
(1
|
)
|
|
$
|
(22
|
)
|
|
Tax expense
|
|
|
|
|
|
|
4
|
|
|||||||
|
Total reclassifications, net of tax
|
|
|
|
|
|
|
$
|
(18
|
)
|
|
|
For the year ended December 31, 2015
|
||||||||||||||
|
|
Employee Benefit Plans
|
|
|
|
|
||||||||||
In millions
|
Actuarial Losses Recognized
|
|
Amortization of Prior Service Benefit
|
|
Effective Cash Flow Hedges
|
|
Total
|
|||||||||
Affected line in Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
|||||||||
|
Cost of products
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(12
|
)
|
|
$
|
(13
|
)
|
|
Cost of services
|
1
|
|
|
(9
|
)
|
|
—
|
|
|
(8
|
)
|
||||
|
Selling, general and administrative expenses
|
1
|
|
|
(7
|
)
|
|
—
|
|
|
(6
|
)
|
||||
|
Research and development expenses
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||
|
Interest expense
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
|
Total before tax
|
$
|
2
|
|
|
$
|
(21
|
)
|
|
$
|
(7
|
)
|
|
$
|
(26
|
)
|
|
Tax expense
|
|
|
|
|
|
|
8
|
|
|||||||
|
Total reclassifications, net of tax
|
|
|
|
|
|
|
$
|
(18
|
)
|
|
For the twelve months ended December 31
|
||||||||||
In millions
|
2017
|
|
2016
|
|
2015
|
||||||
Severance and other employee-related costs
|
|
|
|
|
|
||||||
ASC 712 charges included in restructuring-related charges
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
1
|
|
ASC 420 charges included in restructuring-related charges
|
—
|
|
|
—
|
|
|
19
|
|
|||
Inventory-related charges
|
|
|
|
|
|
||||||
Charges included in cost of products
|
—
|
|
|
—
|
|
|
5
|
|
|||
Charges included in cost of services
|
—
|
|
|
4
|
|
|
7
|
|
|||
Asset-related charges
|
|
|
|
|
|
||||||
External and internal use software impairment charges included in restructuring-related charges
|
—
|
|
|
2
|
|
|
16
|
|
|||
Impairment of long-lived assets included in restructuring-related charges
|
—
|
|
|
—
|
|
|
13
|
|
|||
Other exit costs
|
|
|
|
|
|
||||||
Other exit costs included in restructuring-related charges
|
—
|
|
|
9
|
|
|
13
|
|
|||
Total restructuring-related charges
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
74
|
|
In millions
|
2017
|
|
2016
|
Employee Severance and Other Exit Costs
|
|
|
|
Beginning balance as of January 1
|
$1
|
|
$20
|
Cost recognized during the period
|
—
|
|
15
|
Change in estimated payments
|
—
|
|
(2)
|
Utilization
|
(1)
|
|
(32)
|
Ending balance as of December 31
|
$—
|
|
$1
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Other (expense), net
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Foreign currency fluctuations and foreign exchange contracts
|
|
(26
|
)
|
|
(40
|
)
|
|
(21
|
)
|
|||
Divestiture and liquidation losses
|
|
—
|
|
|
(6
|
)
|
|
(34
|
)
|
|||
Other, net
|
|
(8
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|||
Total other (expense), net
|
|
$
|
(31
|
)
|
|
$
|
(50
|
)
|
|
$
|
(57
|
)
|
In millions
|
December 31, 2017
|
|
December 31, 2016
|
||||
Accounts receivable
|
|
|
|
||||
Trade
|
$
|
1,270
|
|
|
$
|
1,266
|
|
Other
|
37
|
|
|
57
|
|
||
Accounts receivable, gross
|
1,307
|
|
|
1,323
|
|
||
Less: allowance for doubtful accounts
|
(37
|
)
|
|
(41
|
)
|
||
Total accounts receivable, net
|
$
|
1,270
|
|
|
$
|
1,282
|
|
In millions
|
December 31, 2017
|
|
December 31, 2016
|
||||
Inventories
|
|
|
|
||||
Work in process and raw materials
|
$
|
185
|
|
|
$
|
154
|
|
Finished goods
|
190
|
|
|
149
|
|
||
Service parts
|
405
|
|
|
396
|
|
||
Total inventories
|
$
|
780
|
|
|
$
|
699
|
|
In millions
|
December 31, 2017
|
|
December 31, 2016
|
||||
Property, plant and equipment
|
|
|
|
||||
Land and improvements
|
$
|
7
|
|
|
$
|
6
|
|
Buildings and improvements
|
278
|
|
|
198
|
|
||
Machinery and other equipment
|
633
|
|
|
598
|
|
||
Property, plant and equipment, gross
|
918
|
|
|
802
|
|
||
Less: accumulated depreciation
|
(577
|
)
|
|
(515
|
)
|
||
Total property, plant and equipment, net
|
$
|
341
|
|
|
$
|
287
|
|
•
|
the designation of the Guarantor Subsidiary as an unrestricted subsidiary under the indenture governing the notes;
|
•
|
the release of the Guarantor Subsidiary from its guarantee under the Senior Secured Credit Facility;
|
•
|
the release or discharge of the indebtedness that required the guarantee of the notes by the Guarantor Subsidiary;
|
•
|
the permitted sale or other disposition of the Guarantor Subsidiary to a third party; and
|
•
|
the Company's exercise of its legal defeasance option of its covenant defeasance option under the indenture governing the notes.
|
Consolidating Statements of Operations and Comprehensive Income (Loss)
|
|||||||||||||||||||
For the year ended December 31, 2017
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Product revenue
|
$
|
1,329
|
|
|
$
|
91
|
|
|
$
|
1,454
|
|
|
$
|
(295
|
)
|
|
$
|
2,579
|
|
Service revenue
|
2,051
|
|
|
29
|
|
|
1,857
|
|
|
—
|
|
|
3,937
|
|
|||||
Total revenue
|
3,380
|
|
|
120
|
|
|
3,311
|
|
|
(295
|
)
|
|
6,516
|
|
|||||
Cost of products
|
1,044
|
|
|
37
|
|
|
1,240
|
|
|
(295
|
)
|
|
2,026
|
|
|||||
Cost of services
|
1,378
|
|
|
10
|
|
|
1,238
|
|
|
—
|
|
|
2,626
|
|
|||||
Selling, general and administrative expenses
|
502
|
|
|
3
|
|
|
427
|
|
|
—
|
|
|
932
|
|
|||||
Research and development expenses
|
192
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
256
|
|
|||||
Restructuring-related charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
3,116
|
|
|
50
|
|
|
2,969
|
|
|
(295
|
)
|
|
5,840
|
|
|||||
Income (loss) from operations
|
264
|
|
|
70
|
|
|
342
|
|
|
—
|
|
|
676
|
|
|||||
Interest expense
|
(204
|
)
|
|
—
|
|
|
(10
|
)
|
|
51
|
|
|
(163
|
)
|
|||||
Other (expense) income, net
|
11
|
|
|
1
|
|
|
8
|
|
|
(51
|
)
|
|
(31
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
71
|
|
|
71
|
|
|
340
|
|
|
—
|
|
|
482
|
|
|||||
Income tax expense (benefit)
|
113
|
|
|
107
|
|
|
22
|
|
|
—
|
|
|
242
|
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
(42
|
)
|
|
(36
|
)
|
|
318
|
|
|
—
|
|
|
240
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
279
|
|
|
291
|
|
|
—
|
|
|
(570
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
237
|
|
|
255
|
|
|
318
|
|
|
(570
|
)
|
|
240
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Net income (loss)
|
$
|
232
|
|
|
$
|
255
|
|
|
$
|
318
|
|
|
$
|
(570
|
)
|
|
$
|
235
|
|
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Net income (loss) attributable to NCR
|
$
|
232
|
|
|
$
|
255
|
|
|
$
|
315
|
|
|
$
|
(570
|
)
|
|
$
|
232
|
|
Total comprehensive income (loss)
|
238
|
|
|
269
|
|
|
317
|
|
|
(585
|
)
|
|
239
|
|
|||||
Less comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
238
|
|
|
$
|
269
|
|
|
$
|
316
|
|
|
$
|
(585
|
)
|
|
$
|
238
|
|
Consolidating Statements of Operations and Comprehensive Income (Loss)
|
|||||||||||||||||||
For the year ended December 31, 2016
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Product revenue
|
$
|
1,293
|
|
|
$
|
111
|
|
|
$
|
1,768
|
|
|
$
|
(435
|
)
|
|
$
|
2,737
|
|
Service revenue
|
1,962
|
|
|
36
|
|
|
1,808
|
|
|
—
|
|
|
3,806
|
|
|||||
Total revenue
|
3,255
|
|
|
147
|
|
|
3,576
|
|
|
(435
|
)
|
|
6,543
|
|
|||||
Cost of products
|
1,028
|
|
|
50
|
|
|
1,459
|
|
|
(435
|
)
|
|
2,102
|
|
|||||
Cost of services
|
1,369
|
|
|
12
|
|
|
1,278
|
|
|
—
|
|
|
2,659
|
|
|||||
Selling, general and administrative expenses
|
534
|
|
|
4
|
|
|
388
|
|
|
—
|
|
|
926
|
|
|||||
Research and development expenses
|
164
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
242
|
|
|||||
Restructuring-related charges
|
3
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
15
|
|
|||||
Total operating expenses
|
3,098
|
|
|
66
|
|
|
3,215
|
|
|
(435
|
)
|
|
5,944
|
|
|||||
Income (loss) from operations
|
157
|
|
|
81
|
|
|
361
|
|
|
—
|
|
|
599
|
|
|||||
Interest expense
|
(165
|
)
|
|
—
|
|
|
(10
|
)
|
|
5
|
|
|
(170
|
)
|
|||||
Other (expense) income, net
|
(20
|
)
|
|
(23
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(50
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
(28
|
)
|
|
58
|
|
|
349
|
|
|
—
|
|
|
379
|
|
|||||
Income tax expense (benefit)
|
(20
|
)
|
|
21
|
|
|
91
|
|
|
—
|
|
|
92
|
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
(8
|
)
|
|
37
|
|
|
258
|
|
|
—
|
|
|
287
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
291
|
|
|
304
|
|
|
—
|
|
|
(595
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
283
|
|
|
341
|
|
|
258
|
|
|
(595
|
)
|
|
287
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Net income (loss)
|
$
|
270
|
|
|
$
|
341
|
|
|
$
|
258
|
|
|
$
|
(595
|
)
|
|
$
|
274
|
|
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net income (loss) attributable to NCR
|
$
|
270
|
|
|
$
|
341
|
|
|
$
|
254
|
|
|
$
|
(595
|
)
|
|
$
|
270
|
|
Total comprehensive income (loss)
|
215
|
|
|
277
|
|
|
195
|
|
|
(473
|
)
|
|
214
|
|
|||||
Less comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
215
|
|
|
$
|
277
|
|
|
$
|
196
|
|
|
$
|
(473
|
)
|
|
$
|
215
|
|
Consolidating Statements of Operations and Comprehensive Income (Loss)
|
|||||||||||||||||||
For the year ended December 31, 2015
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Product revenue
|
$
|
1,189
|
|
|
$
|
105
|
|
|
$
|
2,339
|
|
|
$
|
(922
|
)
|
|
$
|
2,711
|
|
Service revenue
|
1,868
|
|
|
33
|
|
|
1,761
|
|
|
—
|
|
|
3,662
|
|
|||||
Total revenue
|
3,057
|
|
|
138
|
|
|
4,100
|
|
|
(922
|
)
|
|
6,373
|
|
|||||
Cost of products
|
904
|
|
|
43
|
|
|
2,047
|
|
|
(922
|
)
|
|
2,072
|
|
|||||
Cost of services
|
1,289
|
|
|
13
|
|
|
1,530
|
|
|
—
|
|
|
2,832
|
|
|||||
Selling, general and administrative expenses
|
567
|
|
|
4
|
|
|
471
|
|
|
—
|
|
|
1,042
|
|
|||||
Research and development expenses
|
133
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
230
|
|
|||||
Restructuring-related charges
|
36
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
62
|
|
|||||
Total operating expenses
|
2,929
|
|
|
60
|
|
|
4,171
|
|
|
(922
|
)
|
|
6,238
|
|
|||||
Income (loss) from operations
|
128
|
|
|
78
|
|
|
(71
|
)
|
|
—
|
|
|
135
|
|
|||||
Interest expense
|
(168
|
)
|
|
—
|
|
|
(10
|
)
|
|
5
|
|
|
(173
|
)
|
|||||
Other (expense) income, net
|
(47
|
)
|
|
4
|
|
|
(9
|
)
|
|
(5
|
)
|
|
(57
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
(87
|
)
|
|
82
|
|
|
(90
|
)
|
|
—
|
|
|
(95
|
)
|
|||||
Income tax expense (benefit)
|
(38
|
)
|
|
52
|
|
|
41
|
|
|
—
|
|
|
55
|
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
(49
|
)
|
|
30
|
|
|
(131
|
)
|
|
—
|
|
|
(150
|
)
|
|||||
Equity in earnings of consolidated subsidiaries
|
(104
|
)
|
|
(161
|
)
|
|
—
|
|
|
265
|
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
(153
|
)
|
|
(131
|
)
|
|
(131
|
)
|
|
265
|
|
|
(150
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
(25
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(24
|
)
|
|||||
Net income (loss)
|
$
|
(178
|
)
|
|
$
|
(131
|
)
|
|
$
|
(130
|
)
|
|
$
|
265
|
|
|
$
|
(174
|
)
|
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net income (loss) attributable to NCR
|
$
|
(178
|
)
|
|
$
|
(131
|
)
|
|
$
|
(134
|
)
|
|
$
|
265
|
|
|
$
|
(178
|
)
|
Total comprehensive income (loss)
|
(192
|
)
|
|
(154
|
)
|
|
(145
|
)
|
|
300
|
|
|
(191
|
)
|
|||||
Less comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Comprehensive income (loss) attributable to NCR common stockholders
|
$
|
(192
|
)
|
|
$
|
(154
|
)
|
|
$
|
(146
|
)
|
|
$
|
300
|
|
|
$
|
(192
|
)
|
Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2017
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
97
|
|
|
$
|
11
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
537
|
|
Accounts receivable, net
|
62
|
|
|
12
|
|
|
1,196
|
|
|
—
|
|
|
1,270
|
|
|||||
Inventories
|
311
|
|
|
7
|
|
|
462
|
|
|
—
|
|
|
780
|
|
|||||
Due from affiliates
|
646
|
|
|
1,801
|
|
|
283
|
|
|
(2,730
|
)
|
|
—
|
|
|||||
Other current assets
|
78
|
|
|
39
|
|
|
162
|
|
|
(36
|
)
|
|
243
|
|
|||||
Total current assets
|
1,194
|
|
|
1,870
|
|
|
2,532
|
|
|
(2,766
|
)
|
|
2,830
|
|
|||||
Property, plant and equipment, net
|
207
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
341
|
|
|||||
Goodwill
|
2,228
|
|
|
—
|
|
|
513
|
|
|
—
|
|
|
2,741
|
|
|||||
Intangibles, net
|
503
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
578
|
|
|||||
Prepaid pension cost
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||
Deferred income taxes
|
334
|
|
|
—
|
|
|
157
|
|
|
(31
|
)
|
|
460
|
|
|||||
Investments in subsidiaries
|
3,008
|
|
|
2,942
|
|
|
—
|
|
|
(5,950
|
)
|
|
—
|
|
|||||
Due from affiliates
|
31
|
|
|
1
|
|
|
39
|
|
|
(71
|
)
|
|
—
|
|
|||||
Other assets
|
472
|
|
|
63
|
|
|
51
|
|
|
—
|
|
|
586
|
|
|||||
Total assets
|
$
|
7,977
|
|
|
$
|
4,876
|
|
|
$
|
3,619
|
|
|
$
|
(8,818
|
)
|
|
$
|
7,654
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52
|
|
Accounts payable
|
382
|
|
|
—
|
|
|
380
|
|
|
—
|
|
|
762
|
|
|||||
Payroll and benefits liabilities
|
124
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
219
|
|
|||||
Deferred service revenue and customer deposits
|
216
|
|
|
6
|
|
|
236
|
|
|
—
|
|
|
458
|
|
|||||
Due to affiliates
|
1,884
|
|
|
130
|
|
|
716
|
|
|
(2,730
|
)
|
|
—
|
|
|||||
Other current liabilities
|
204
|
|
|
5
|
|
|
225
|
|
|
(36
|
)
|
|
398
|
|
|||||
Total current liabilities
|
2,862
|
|
|
141
|
|
|
1,652
|
|
|
(2,766
|
)
|
|
1,889
|
|
|||||
Long-term debt
|
2,937
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2,939
|
|
|||||
Pension and indemnity plan liabilities
|
515
|
|
|
—
|
|
|
283
|
|
|
—
|
|
|
798
|
|
|||||
Postretirement and postemployment benefits liabilities
|
20
|
|
|
3
|
|
|
110
|
|
|
—
|
|
|
133
|
|
|||||
Income tax accruals
|
20
|
|
|
5
|
|
|
123
|
|
|
—
|
|
|
148
|
|
|||||
Due to affiliates
|
—
|
|
|
39
|
|
|
32
|
|
|
(71
|
)
|
|
—
|
|
|||||
Other liabilities
|
94
|
|
|
36
|
|
|
101
|
|
|
(31
|
)
|
|
200
|
|
|||||
Total liabilities
|
6,448
|
|
|
224
|
|
|
2,303
|
|
|
(2,868
|
)
|
|
6,107
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Series A convertible preferred stock
|
810
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
810
|
|
|||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total NCR stockholders’ equity
|
719
|
|
|
4,652
|
|
|
1,298
|
|
|
(5,950
|
)
|
|
719
|
|
|||||
Noncontrolling interests in subsidiaries
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Total stockholders’ equity
|
719
|
|
|
4,652
|
|
|
1,301
|
|
|
(5,950
|
)
|
|
722
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
7,977
|
|
|
$
|
4,876
|
|
|
$
|
3,619
|
|
|
$
|
(8,818
|
)
|
|
$
|
7,654
|
|
Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2016
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
67
|
|
|
$
|
12
|
|
|
$
|
419
|
|
|
$
|
—
|
|
|
$
|
498
|
|
Accounts receivable, net
|
107
|
|
|
25
|
|
|
1,150
|
|
|
—
|
|
|
1,282
|
|
|||||
Inventories
|
272
|
|
|
13
|
|
|
414
|
|
|
—
|
|
|
699
|
|
|||||
Due from affiliates
|
658
|
|
|
1,509
|
|
|
385
|
|
|
(2,552
|
)
|
|
—
|
|
|||||
Other current assets
|
120
|
|
|
37
|
|
|
154
|
|
|
(33
|
)
|
|
278
|
|
|||||
Total current assets
|
1,224
|
|
|
1,596
|
|
|
2,522
|
|
|
(2,585
|
)
|
|
2,757
|
|
|||||
Property, plant and equipment, net
|
142
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
287
|
|
|||||
Goodwill
|
2,228
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
2,727
|
|
|||||
Intangibles, net
|
574
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
672
|
|
|||||
Prepaid pension cost
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|||||
Deferred income taxes
|
360
|
|
|
98
|
|
|
82
|
|
|
35
|
|
|
575
|
|
|||||
Investments in subsidiaries
|
2,744
|
|
|
2,822
|
|
|
—
|
|
|
(5,566
|
)
|
|
—
|
|
|||||
Due from affiliates
|
52
|
|
|
—
|
|
|
35
|
|
|
(87
|
)
|
|
—
|
|
|||||
Other assets
|
443
|
|
|
56
|
|
|
62
|
|
|
—
|
|
|
561
|
|
|||||
Total assets
|
$
|
7,767
|
|
|
$
|
4,572
|
|
|
$
|
3,537
|
|
|
$
|
(8,203
|
)
|
|
$
|
7,673
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Accounts payable
|
344
|
|
|
2
|
|
|
435
|
|
|
—
|
|
|
781
|
|
|||||
Payroll and benefits liabilities
|
140
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
234
|
|
|||||
Deferred service revenue and customer deposits
|
196
|
|
|
5
|
|
|
267
|
|
|
—
|
|
|
468
|
|
|||||
Due to affiliates
|
1,700
|
|
|
154
|
|
|
698
|
|
|
(2,552
|
)
|
|
—
|
|
|||||
Other current liabilities
|
228
|
|
|
6
|
|
|
231
|
|
|
(33
|
)
|
|
432
|
|
|||||
Total current liabilities
|
2,654
|
|
|
167
|
|
|
1,729
|
|
|
(2,585
|
)
|
|
1,965
|
|
|||||
Long-term debt
|
2,998
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3,001
|
|
|||||
Pension and indemnity plan liabilities
|
473
|
|
|
—
|
|
|
266
|
|
|
—
|
|
|
739
|
|
|||||
Postretirement and postemployment benefits liabilities
|
24
|
|
|
3
|
|
|
100
|
|
|
—
|
|
|
127
|
|
|||||
Income tax accruals
|
17
|
|
|
4
|
|
|
121
|
|
|
—
|
|
|
142
|
|
|||||
Due to affiliates
|
—
|
|
|
35
|
|
|
52
|
|
|
(87
|
)
|
|
—
|
|
|||||
Other liabilities
|
59
|
|
|
5
|
|
|
39
|
|
|
35
|
|
|
138
|
|
|||||
Total liabilities
|
6,225
|
|
|
214
|
|
|
2,310
|
|
|
(2,637
|
)
|
|
6,112
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Series A Convertible Preferred Stock
|
847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
847
|
|
|||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total NCR stockholders’ equity
|
695
|
|
|
4,358
|
|
|
1,208
|
|
|
(5,566
|
)
|
|
695
|
|
|||||
Noncontrolling interests in subsidiaries
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Total stockholders’ equity
|
695
|
|
|
4,358
|
|
|
1,212
|
|
|
(5,566
|
)
|
|
699
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
7,767
|
|
|
$
|
4,572
|
|
|
$
|
3,537
|
|
|
$
|
(8,203
|
)
|
|
$
|
7,673
|
|
Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the year ended December 31, 2017
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
459
|
|
|
$
|
(180
|
)
|
|
$
|
486
|
|
|
$
|
(10
|
)
|
|
$
|
755
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(87
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(128
|
)
|
|||||
Proceeds from the sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Additions to capitalized software
|
(133
|
)
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(166
|
)
|
|||||
Acquisitions
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Proceeds from (payments of) intercompany notes
|
230
|
|
|
180
|
|
|
2
|
|
|
(412
|
)
|
|
—
|
|
|||||
Proceeds from divestitures
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Investments in equity affiliates
|
3
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|||||
Net cash provided by (used in) investing activities
|
7
|
|
|
180
|
|
|
(62
|
)
|
|
(415
|
)
|
|
(290
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short term borrowings, net
|
(5
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
|||||
Payments on term credit facilities
|
(56
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(61
|
)
|
|||||
Payments on revolving credit facilities
|
(1,700
|
)
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
(1,940
|
)
|
|||||
Borrowings on revolving credit facilities
|
1,700
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
1,940
|
|
|||||
Tax withholding payments on behalf of employees
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Proceeds from employee stock plans
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Other financing activities
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Dividend distribution to consolidated subsidiaries
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
10
|
|
|
—
|
|
|||||
Repurchases of Company common stock
|
(350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|||||
Equity contribution
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
—
|
|
|||||
Borrowings (repayments) of intercompany notes
|
—
|
|
|
(2
|
)
|
|
(410
|
)
|
|
412
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(428
|
)
|
|
(2
|
)
|
|
(429
|
)
|
|
425
|
|
|
(434
|
)
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in discontinued operations operating activities
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
1
|
|
|
15
|
|
|
—
|
|
|
16
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
30
|
|
|
(1
|
)
|
|
10
|
|
|
—
|
|
|
39
|
|
|||||
Cash and cash equivalents at beginning of period
|
67
|
|
|
12
|
|
|
419
|
|
|
—
|
|
|
498
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
97
|
|
|
$
|
11
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
537
|
|
Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the year ended December 31, 2016
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
336
|
|
|
$
|
(160
|
)
|
|
$
|
721
|
|
|
$
|
(3
|
)
|
|
$
|
894
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(33
|
)
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(73
|
)
|
|||||
Additions to capitalized software
|
(114
|
)
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(154
|
)
|
|||||
Proceeds from (payments of) intercompany notes
|
365
|
|
|
115
|
|
|
—
|
|
|
(480
|
)
|
|
—
|
|
|||||
Proceeds from divestitures
|
22
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
47
|
|
|||||
Investments in equity affiliates
|
(9
|
)
|
|
50
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
Net cash provided by (used in) investing activities
|
222
|
|
|
165
|
|
|
(55
|
)
|
|
(521
|
)
|
|
(189
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short term borrowings, net
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Payments on term credit facilities
|
(89
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(97
|
)
|
|||||
Payments on revolving credit facilities
|
(1,151
|
)
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(1,431
|
)
|
|||||
Borrowings on revolving credit facilities
|
1,051
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
1,331
|
|
|||||
Debt issuance costs
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
Tax withholding payments on behalf of employees
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Proceeds from employee stock plans
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Other financing activities
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Dividend distribution to consolidated subsidiaries
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
53
|
|
|
—
|
|
|||||
Repurchases of Company common stock
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|||||
Equity contribution
|
—
|
|
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|||||
Borrowings (repayments) of intercompany notes
|
(16
|
)
|
|
—
|
|
|
(464
|
)
|
|
480
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(469
|
)
|
|
—
|
|
|
(522
|
)
|
|
524
|
|
|
(467
|
)
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in discontinued operations operating activities
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(13
|
)
|
|
(16
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
50
|
|
|
(8
|
)
|
|
128
|
|
|
—
|
|
|
170
|
|
|||||
Cash and cash equivalents at beginning of period
|
17
|
|
|
20
|
|
|
291
|
|
|
—
|
|
|
328
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
67
|
|
|
$
|
12
|
|
|
$
|
419
|
|
|
$
|
—
|
|
|
$
|
498
|
|
Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the year ended December 31, 2015
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
Parent Issuer
|
|
Guarantor Subsidiary
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
423
|
|
|
$
|
(335
|
)
|
|
$
|
670
|
|
|
$
|
(77
|
)
|
|
$
|
681
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(25
|
)
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(79
|
)
|
|||||
Proceeds from sales of property, plant and equipment
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Additions to capitalized software
|
(111
|
)
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(150
|
)
|
|||||
Proceeds from (payments of) intercompany notes
|
217
|
|
|
347
|
|
|
—
|
|
|
(564
|
)
|
|
—
|
|
|||||
Investments in equity affiliates
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Other investing activities, net
|
(6
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
1
|
|
|||||
Net cash provided by (used in) investing activities
|
74
|
|
|
347
|
|
|
(67
|
)
|
|
(563
|
)
|
|
(209
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short term borrowings, net
|
3
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
8
|
|
|||||
Payments on revolving credit facilities
|
(376
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(383
|
)
|
|||||
Payments on revolving credit facilities
|
(729
|
)
|
|
—
|
|
|
(965
|
)
|
|
—
|
|
|
(1,694
|
)
|
|||||
Borrowings on revolving credit facilities
|
829
|
|
|
—
|
|
|
869
|
|
|
—
|
|
|
1,698
|
|
|||||
Tax withholding payments on behalf of employees
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Proceeds from employee stock plans
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Dividend distribution to consolidated subsidiaries
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
77
|
|
|
—
|
|
|||||
Series A convertible preferred stock issuance
|
794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
794
|
|
|||||
Equity contribution
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||||
Borrowings (repayments) of intercompany notes
|
—
|
|
|
—
|
|
|
(564
|
)
|
|
564
|
|
|
—
|
|
|||||
Tender offer share repurchase
|
(1,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,005
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(485
|
)
|
|
—
|
|
|
(738
|
)
|
|
640
|
|
|
(583
|
)
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in discontinued operations operating activities
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(1
|
)
|
|
(28
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(31
|
)
|
|
11
|
|
|
(163
|
)
|
|
—
|
|
|
(183
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
48
|
|
|
9
|
|
|
454
|
|
|
—
|
|
|
511
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
17
|
|
|
$
|
20
|
|
|
$
|
291
|
|
|
$
|
—
|
|
|
$
|
328
|
|
In millions, except per share amounts
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
1,478
|
|
|
$
|
1,593
|
|
|
$
|
1,663
|
|
|
$
|
1,782
|
|
Gross margin
|
|
413
|
|
|
463
|
|
|
473
|
|
|
515
|
|
||||
Operating income
|
|
117
|
|
|
178
|
|
|
200
|
|
|
181
|
|
||||
Income (loss) from continuing operations (attributable to NCR)
|
|
57
|
|
|
97
|
|
|
118
|
|
|
(35
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(10
|
)
|
||||
Net (loss) income attributable to NCR common stockholders
|
|
(17
|
)
|
|
90
|
|
|
106
|
|
|
(56
|
)
|
||||
Income (loss) per share attributable to NCR common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per common share from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.14
|
)
|
|
$
|
0.70
|
|
|
$
|
0.87
|
|
|
$
|
(0.38
|
)
|
Diluted
|
|
$
|
(0.14
|
)
|
|
$
|
0.64
|
|
|
$
|
0.77
|
|
|
$
|
(0.38
|
)
|
Net (loss) income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.14
|
)
|
|
$
|
0.74
|
|
|
$
|
0.87
|
|
|
$
|
(0.46
|
)
|
Diluted
|
|
$
|
(0.14
|
)
|
|
$
|
0.67
|
|
|
$
|
0.77
|
|
|
$
|
(0.46
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
1,444
|
|
|
$
|
1,620
|
|
|
$
|
1,677
|
|
|
$
|
1,802
|
|
Gross margin
|
|
380
|
|
|
446
|
|
|
477
|
|
|
479
|
|
||||
Operating income
|
|
101
|
|
|
163
|
|
|
189
|
|
|
146
|
|
||||
Income from continuing operations (attributable to NCR)
|
|
32
|
|
|
76
|
|
|
107
|
|
|
68
|
|
||||
(Loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(11
|
)
|
||||
Net income attributable to NCR common stockholders
|
|
21
|
|
|
63
|
|
|
92
|
|
|
45
|
|
||||
Income per share attributable to NCR common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Income per common share from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.16
|
|
|
$
|
0.51
|
|
|
$
|
0.76
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.16
|
|
|
$
|
0.49
|
|
|
$
|
0.69
|
|
|
$
|
0.43
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.16
|
|
|
$
|
0.51
|
|
|
$
|
0.74
|
|
|
$
|
0.36
|
|
Diluted
|
|
$
|
0.16
|
|
|
$
|
0.49
|
|
|
$
|
0.68
|
|
|
$
|
0.35
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIPS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|
|
Page of Form 10-K
|
2.1
|
|
Separation and Distribution Agreement, dated as of August 27, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.1 to the Current Report on Form 8-K of Teradata Corporation dated September 6, 2007).
|
|
|
|
|
Articles of Amendment and Restatement of NCR Corporation (Exhibit 3.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
|
|
|
|
|
|
Bylaws of NCR Corporation, as amended and restated on February 20, 2018 (Exhibit 3.2 to the Current Report on Form 8-K of NCR Corporation dated February 23, 2018).
|
|
|
|
|
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).
|
|
|
|
|
Indenture, dated September 17, 2012, among NCR Corporation, as issuer, NCR International Inc. and Radiant Systems Inc. as subsidiary guarantors and U.S. Bank National Association, as trustee (Exhibit 4.01 to the Current Report on Form 8-K of NCR Corporation dated September 17, 2012).
|
|
|
|
|
|
Indenture, dated December 18, 2012, among NCR Corporation, as issuer, NCR International Inc. and Radiant Systems Inc. as subsidiary guarantors and U.S. Bank National Association, as trustee (Exhibit 4.01 to the Current Report on Form 8-K of NCR Corporation dated December 18, 2012).
|
|
|
|
|
|
Indenture, dated December 19, 2013, between NCR Escrow Corp. and U.S. Bank National Association relating to the $400 million aggregate principal amount of 5.875% senior notes due 2021 (the “5.875% Notes”) (Exhibit 4.1 to the Current Report on Form 8-K of NCR Corporation dated December 19, 2013 (the “December 19, 2013 Form 8-K”)).
|
|
|
|
|
|
First Supplemental Indenture relating to the 5.875% Notes, dated January 10, 2014, among NCR Corporation, NCR International, Inc. and U.S. Bank National Association, as trustee (Exhibit 4.1 to the Current Report of NCR Corporation dated January 10, 2014 (the “January 10, 2014 Form 8-K”)).
|
|
|
|
|
|
Indenture, dated December 19, 2013, between NCR Escrow Corp. and U.S. Bank National Association relating to the $700 million aggregate principal amount of 6.375% senior notes due 2023 (the “6.375% Notes”) (Exhibit 4.2 to the December 19, 2013 Form 8-K).
|
|
|
|
|
|
First Supplemental Indenture relating to the 6.375% Notes, dated January 10, 2014, among NCR Corporation, NCR International, Inc. and U.S. Bank National Association, as trustee (Exhibit 4.2 to the January 10, 2014 Form 8-K).
|
|
|
|
|
10.1
|
|
Separation and Distribution Agreement, dated as of February 1, 1996, and amended and restated as of March 29, 1996, by and among NCR Corporation, AT&T Corp. and Lucent Technologies Inc. (Exhibit 10.1 to Amendment No. 3 to the Lucent Technologies Inc. Registration Statement on Form S-1 (No. 333-00703) (the “Lucent Registration Statement Amendment No. 3”)).
|
|
|
|
10.2
|
|
Employee Benefits Agreement, dated as of November 20, 1996, by and between AT&T Corp. and NCR Corporation (Exhibit 10.2 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 1996 (the “1996 Annual Report”)).
|
|
|
|
10.3
|
|
Patent License Agreement, effective as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.7 to Amendment No. 4 to the Lucent Technologies Inc. Registration Statement on Form S-1 (No. 333-0073) (the “Lucent Registration Statement Amendment No. 4”)).
|
|
|
|
10.4
|
|
Amended and Restated Technology License Agreement, effective as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.8 to the Lucent Registration Statement Amendment No. 4).
|
|
|
|
10.5
|
|
Tax Sharing Agreement, dated as of February 1, 1996, and amended and restated as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc. (Exhibit 10.6 to the Lucent Registration Statement Amendment No. 3).
|
|
|
|
|
Tax Sharing Agreement, dated as of September 21, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated September 21, 2007).
|
|
|
|
|
10.7
|
|
NCR Management Stock Plan (Exhibit 10.8 to the 1996 Annual Report). *
|
|
|
|
|
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). *
|
|
|
|
|
|
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”)). *
|
|
|
|
|
|
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”)). *
|
|
|
|
|
|
Form of Restricted Stock Agreement under the NCR Management Stock Plan (Exhibit 10.6.4 to the 2005 Annual Report). *
|
|
|
|
|
|
NCR Corporation 2011 Amended and Restated Stock Incentive Plan (formerly the NCR 2006 Stock Incentive Plan, as amended and restated effective as of December 31, 2008) (the “2011 Stock Incentive Plan”) (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
|
|
Form of 2009 Stock Option Agreement under the NCR Corporation 2011 Stock Incentive Plan (Exhibit 10.5 to the Current Report on Form 8-K of NCR Corporation dated December 12, 2008). *
|
|
|
|
|
|
Form of 2010 Stock Option Agreement under the 2011 Stock Incentive Plan (Exhibit 10.2 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (the "First Quarter 2010 Quarterly Report")).*
|
|
|
|
|
|
Form of 2011 Stock Option Agreement under the 2011 Stock Incentive Plan (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2011). *
|
|
|
|
|
|
Amended and Restated NCR Management Incentive Plan (Exhibit 10.2 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
|
|
NCR Director Compensation Program effective April 21, 2009 (the “2009 NCR Director Compensation Program”)
(Exhibit 10.7 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “First Quarter 2009 Form 10-Q”)). *
|
|
|
|
|
|
2009 Director Option Grant Statement under the 2009 NCR Director Compensation Program (Exhibit 10.8 to the First Quarter 2009 Form 10-Q). *
|
|
|
|
|
|
2009 Director Restricted Stock Unit Grant Statement under the 2009 NCR Director Compensation Program (Exhibit 10.9 to the First Quarter 2009 Form 10-Q). *
|
|
|
|
|
|
Amended and Restated NCR Change in Control Severance Plan effective December 31, 2008 (Exhibit 10.24.2 to the 2008 Annual Report). *
|
|
|
|
|
|
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). *
|
|
|
|
|
|
Second Amendment to the Amended and Restated NCR Change in Control Severance Plan. *
|
|
|
|
|
|
Employment Agreement with William Nuti, dated July 29, 2005 (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated July 27, 2005). *
|
|
|
|
|
|
Letter Agreement, dated July 26, 2006, with William Nuti (Exhibit 10.4 to the Current Report on Form 8-K of NCR Corporation dated July 25, 2006). *
|
|
|
|
|
|
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). *
|
|
|
|
|
|
Letter Agreement, dated March 11, 2015, between NCR Corporation and William Nuti (Exhibit 10.5 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “First Quarter 2015 Quarterly Report”)).*
|
|
|
|
|
|
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”)). *
|
|
|
|
|
|
Form of 2010 Director Option Grant Statement (Exhibit 10.2 to the Second Quarter 2010 Quarterly Report). *
|
|
|
|
|
|
Form of 2010 Director Restricted Stock Unit Grant Statement (Exhibit 10.3 to the Second Quarter 2010 Quarterly Report). *
|
|
|
|
|
|
Letter Agreement with Robert Fishman dated March 17, 2010 (Exhibit 10.7 to the First Quarter 2010 Quarterly Report). *
|
|
|
|
|
|
NCR Corporation 2011 Economic Profit Plan (Exhibit 10.3 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011). *
|
|
|
|
|
|
First Amendment to NCR Corporation 2011 Economic Profit Plan (Exhibit 10.29.1 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2011). *
|
|
|
|
|
|
Second Amendment to NCR Corporation 2011 Economic Profit Plan, dated January 25, 2012 (Exhibit 10.1 to the First Quarter 2012 Quarterly Report).
|
|
|
|
|
|
Third Amendment to NCR Corporation 2011 Economic Profit Plan (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated October 1, 2013). *
|
|
|
|
|
|
Fourth Amendment to NCR Corporation 2011 Economic Profit Plan (Exhibit 10.18.4 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”)). *
|
|
|
|
|
|
Amended and Restated NCR Corporation Economic Profit Plan (Exhibit 10.2 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (the “Second Quarter 2015 Quarterly Report)).*
|
|
|
|
|
|
Equity Subscription Agreement, dated July 26, 2011, among NCR Corporation, Scopus Industrial S.A., Scopus Tecnologia Ltda. and NCR Brasil - Indústria de Equipamentos Para Automação Ltda., including Schedule I - The form of Shareholders' Agreement (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated July 26, 2011).
|
|
|
|
|
|
NCR Corporation 2013 Stock Incentive Plan (the “2013 Stock Incentive Plan”) (Appendix A to the NCR Corporation Proxy Statement on Schedule 14A for the NCR Corporation 2013 Annual Meeting of Stockholders). *
|
|
|
|
|
|
Form of 2015 Performance Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.1 to the First Quarter 2015 Quarterly Report).*
|
|
|
|
|
|
Form of 2015 Time Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.2 to the First Quarter 2015 Quarterly Report).*
|
|
|
|
|
|
Form of 2015 Single-Metric Performance-Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.3 to the First Quarter 2015 Quarterly Report).*
|
|
|
|
|
|
Form of 2016 Time Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.1 to the Quarterly Report on Form 10-Q of NCR Corporation for the quarter ended March 31, 2016 (the “First Quarter 2016 Quarterly Report”)). *
|
|
|
|
|
|
Form of 2016 Performance Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.2 to the First Quarter 2016 Quarterly Report). *
|
|
|
|
|
|
Form of 2016 Single-Metric Performance Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.3 to the First Quarter 2016 Quarterly Report). *
|
|
|
|
|
|
Form of Vision 2020 Award (for Awardees Other than the Chief Executive Officer): 2016 Price-Contingent Restricted Stock Unit Agreement - $35 Price Target - under the 2013 Stock Incentive Plan (Exhibit 10.5 to the First Quarter 2016 Quarterly Report). *
|
|
|
|
|
|
Form of Vision 2020 Award (for Awardees Other than the Chief Executive Officer): 2016 Price-Contingent Restricted Stock Unit Agreement - $40 Price Target - under the 2013 Stock Incentive Plan (Exhibit 10.6 to the First Quarter 2016 Quarterly Report). *
|
|
|
|
|
|
Agreement between NCR and the Trustees of the NCR Pension Plan (UK), dated November 14, 2013 (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated November 14, 2013).
|
|
|
|
|
|
Receivables Financing Agreement, dated as of November 21, 2014, by and among NCR Receivables LLC, as borrower, NCR Corporation, as servicer, PNC Bank, National Association, as administrative agent, and PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Victory Receivables Corporation and the other lender parties from time to time party thereto (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated November 21, 2014 (the “November 21, 2014 Form 8-K”)).
|
|
|
|
|
First Amendment to Receivables Financing Agreement, dated as of November 21, 2016, by and among NCR Receivables LLC, as borrower, NCR Corporation, as servicer, PNC Bank, National Association, as administrative agent, and PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Victory Receivables Corporation and the other lender parties from time to time party thereto (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated November 23, 2016).
|
|
|
|
|
|
Purchase and Sale Agreement, dated as of November 21, 2014, among NCR Receivables LLC, as buyer, and NCR Corporation and the other originator parties from time to time party thereto (Exhibit 10.2 to the November 21, 2014 Form 8-K).
|
|
|
|
|
|
Amended and Restated NCR Executive Severance Plan (Exhibit 10.1 to the Second Quarter 2015 Quarterly Report).*
|
|
|
|
|
|
First Amendment to the Amended and Restated NCR Executive Severance Plan.*
|
|
|
|
|
|
Employment Letter of Frederick Marquardt dated April 4, 2014 (as amended May 1, 2014). (Exhibit 10.40 to the 2014 Annual Report). *
|
|
|
|
|
|
Employment Contract, dated June 23, 2014, between NCR GmbH and Michael Bayer (Exhibit 10.41 to the 2014 Annual Report). *
|
|
|
|
|
|
Letter regarding additional terms of employment of Michael Bayer, dated June 23, 2014 (Exhibit 10.41.1 to the 2014 Annual Report). *
|
|
|
|
|
|
Employment Transfer Letter (revised) of Michael Bayer, dated July 30, 2015 (Exhibit 10.4 to the Second Quarter 2015 Quarterly Report).*
|
|
|
|
|
|
NCR Director Compensation Program effective April 23, 2013, as amended effective February 24, 2014 (the “2013 NCR Director Compensation Program”) (Exhibit 10.42 to the 2014 Annual Report). *
|
|
|
|
|
|
2014 Director Restricted Stock Unit Grant Statement under the 2013 NCR Director Compensation Program (Exhibit 10.42.1 to the 2014 Annual Report). *
|
|
|
|
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2015 Director Restricted Stock Unit Grant Statement under the 2013 NCR Director Compensation Program (Exhibit 10.3 to the Second Quarter 2015 Quarterly Report).*
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|
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|
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|
2016 Director Restricted Stock Unit Grant Statement under the 2013 NCR Director Compensation Program (Exhibit 10.2 to the Quarterly Report on Form 10-Q of NCR Corporation for the quarter ended June 30, 2016 (the “Second Quarter 2016 Quarterly Report”)). *
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Investment Agreement dated as of November 11, 2015, by and between NCR Corporation and the affiliates of Blackstone Capital Partners VI, L.P. and Blackstone Tactical Opportunities L.L.C. named therein (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated November 11, 2015).
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Registration Rights Agreement, dated as of December 4, 2015, by and between NCR Corporation and the affiliates of Blackstone Capital Partners VI, L.P. and Blackstone Tactical Opportunities L.L.C. named therein (Exhibit 10.1 to the December 2, 2015 Form 8-K).
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|
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10.27
|
|
NCR Employee Stock Purchase Plan, as amended and restated effective January 1, 2017 (Appendix A to the NCR Corporation Proxy Statement on Schedule 14A for the NCR Corporation 2016 Annual Meeting of Stockholders). *
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Credit Agreement, dated as of August 22, 2011, as amended and restated as of July 25, 2013, as further amended and restated as of March 31, 2016, by and among NCR Corporation, the Foreign Borrowers party thereto, 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 April 4, 2016 (the “April 4, 2016 Form 8-K”)).
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Amended and Restated Guarantee and Collateral Agreement, dated as of August 22, 2011, as amended and restated as of January 6, 2014, as further amended and restated as of March 31, 2016, by and among NCR Corporation, the Foreign Borrowers party thereto, the subsidiaries of NCR Corporation identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2 to the April 4, 2016 Form 8-K).
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Annex A to Credit Agreement dated as of August 22, 2011, as amended and restated as of July 25, 2013, as further amended and restated as of March 31, 2016, among NCR Corporation, the Foreign Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (Exhibit 10.1 to the Second Quarter 2016 Quarterly Report).
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Employment Contract, dated September 15, 2016, between NCR Corporation and Mark D. Benjamin (Exhibit 10.1 to the Quarterly Report on Form 10-Q of NCR Corporation for the quarter ended September 30, 2016). *
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Underwriting Agreement, dated March 13, 2017, among NCR Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and the selling stockholders party thereto (Exhibit 1.1 to the Current Report on Form 8-K of NCR Corporation dated March 10, 2017).
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Second Amended and Restated NCR Management Incentive Plan (Appendix A to the NCR Corporation Proxy Statement on Schedule 14A for the NCR Corporation 2017 Annual Meeting of Stockholders (the “2017 Proxy Statement”). *
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Stock Repurchase Agreement, dated as of March 10, 2017, by and between NCR Corporation, Blackstone BCP VI SBS ESC Holdco L.P., Blackstone NCR Holdco L.P., BTO NCR Holdings - ESC L.P., and BTO NCR Holdings L.P. (Exhibit 10.1 to the Quarterly Report on Form 10-Q of NCR Corporation for the quarter ended March 31, 2017 (the “First Quarter 2017 Quarterly Report”)).
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Waiver and Amendment of Investment Agreement, dated as of March 13 2017, by and between NCR Corporation, Blackstone BCP VI SBS ESC Holdco L.P., Blackstone NCR Holdco L.P., BTO NCR Holdings - ESC L.P. and BTG NCR Holdings L.P. (Exhibit 10.2 to the First Quarter 2017 Quarterly Report).
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NCR Corporation 2017 Stock Incentive Plan (the “2017 Stock Incentive Plan”) (Appendix B to the 2017 Proxy Statement). *
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Form of 2017 Performance-Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan (Exhibit 10.3 to the First Quarter 2017 Quarterly Report). *
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Form of 2017 Performance-Vesting Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan (Exhibit 10.4 to the First Quarter 2017 Quarterly Report). *
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Form of 2017 Time-Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan (Exhibit 10.5 to the First Quarter 2017 Quarterly Report). *
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Form of 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan (Exhibit 10.6 to the First Quarter 2017 Quarterly Report). *
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Form of 2017 Director Restricted Stock Unit Grant Statement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan (Exhibit 10.1 to the Quarterly Report on Form 10-Q of NCR Corporation for the quarter ended June 30, 2017 (the “Second Quarter 2017 Quarterly Report”)). *
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Form of 2017 Stock Option Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan (Exhibit 10.2 to the Second Quarter 2017 Quarterly Report). *
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NCR Director Compensation Program effective May 1, 2017 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of NCR Corporation for the quarter ended September 30, 2017). *
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
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Subsidiaries of NCR Corporation.
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Consent of Independent Registered Public Accounting Firm.
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Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
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Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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|
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.
|
Item 16.
|
FORM 10-K SUMMARY
|
Column A
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Column B
|
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Column C
|
|
Column D
|
|
Column E
|
||
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|
|
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, 2017
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$41
|
|
$10
|
|
$—
|
|
$14
|
|
$37
|
Deferred tax asset valuation allowance
|
|
$445
|
|
$—
|
|
$—
|
|
$30
|
|
$415
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$47
|
|
$9
|
|
$—
|
|
$15
|
|
$41
|
Deferred tax asset valuation allowance
|
|
$346
|
|
$—
|
|
$99
|
|
$—
|
|
$445
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$19
|
|
$32
|
|
$—
|
|
$4
|
|
$47
|
Deferred tax asset valuation allowance
|
|
$294
|
|
$—
|
|
$52
|
|
$—
|
|
$346
|
|
|
NCR CORPORATION
|
||
|
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|
|
Date:
|
February 26, 2018
|
By:
|
|
/s/ Robert Fishman
|
|
|
|
|
Robert Fishman
Executive Vice President and Chief Financial Officer
|
|
Signature
|
Title
|
|
|
|
|
/s/ William R. Nuti
|
Chairman of the Board of Directors,
|
|
William R. Nuti
|
and Chief Executive Officer
|
|
|
|
|
/s/ Robert P. Fishman
|
Executive Vice President and Chief Financial Officer
|
|
Robert P. Fishman
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Gregory R. Blank
|
Director
|
|
Gregory R. Blank
|
|
|
|
|
|
/s/ Chinh E. Chu
|
Director
|
|
Chinh E. Chu
|
|
|
|
|
|
/s/ Richard L. Clemmer
|
Director
|
|
Richard L. Clemmer
|
|
|
|
|
|
/s/ Gary Daichendt
|
Director
|
|
Gary Daichendt
|
|
|
|
|
|
|
Director
|
|
Robert P. DeRodes
|
|
|
|
|
|
/s/ Deborah A. Farrington
|
Director
|
|
Deborah A. Farrington
|
|
|
|
|
|
/s/ Kurt P. Kuehn
|
Director
|
|
Kurt P. Kuehn
|
|
|
|
|
|
/s/ Linda Fayne Levinson
|
Director
|
|
Linda Fayne Levinson
|
|
|
|
|
|
/s/ Matthew Thompson
|
Director
|
|
Matthew Thompson
|
|
|
|
|
Date:
|
February 26, 2018
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|