Current Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): October 27, 2004

 


 

NCR CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Commission File Number 001-00395

 

Maryland   31-0387920
(State or other jurisdiction of
incorporation or organization)
 

(I.R.S. Employer

Identification No.)

 

1700 S. Patterson Blvd.

Dayton, Ohio 45479

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (937) 445-5000

 

N/A

(Former name or former address, if changed since last report)

 


 

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

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.02 Results of Operations and Financial Condition.

 

NCR Corporation (the “Company”) is furnishing the following information as required under Item 2.02 “Results of Operations and Financial Condition” of Form 8-K. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

 

On October 28, 2004, the Company issued a press release announcing its third-quarter 2004 revenue, operating income and earnings per share amounts. The Company also provided earnings per share and revenue forecasts for the fourth quarter of 2004 and earnings per share guidance for the 2005 fiscal year. A copy of the press release is furnished as Exhibit 99.1 of this report and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On October 27, 2004, the Company issued a press release announcing that the Board of Directors of the Company authorized the repurchase of an additional $250 million of the Company’s outstanding shares of common stock. This authorization extends the Board’s previous authorizations under this stock repurchase program given in 1999. A copy of the press release is furnished as Exhibit 99.2 to this report and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits:

 

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

 

Exhibit Number

 

Description of Exhibit


99.1   Press Release dated October 28, 2004.
99.2   Press Release dated October 27, 2004.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    NCR CORPORATION
Date: October 28, 2004   By:  

/s/ Peter J. Bocian


        Peter J. Bocian
        Senior Vice President and Chief Financial Officer


Index to Exhibits

 

Exhibit No.

 

Description


99.1   Press Release dated October 28, 2004.
99.2   Press Release dated October 27, 2004.
Press Release dated October 28, 2004.

Exhibit 99.1

 

LOGO      

1700 South Patterson Boulevard

Dayton, OH 45479

     

 

NEWS RELEASE

 

For media information:       For investor information:
John Hourigan       Gregg Swearingen
(937) 445-2078       (937) 445-4700
john.hourigan@ncr.com       gregg.swearingen@ncr.com

 

For Release on October 28, 2004

 

NCR Reports Third-Quarter Results

 

Teradata Data Warehousing operating income doubles on 14 percent revenue growth

 

Financial Self Service revenue growth of 25 percent drives 19 percent operating margin

 

Operating cash flow of $151 million, $80 million of free cash flow generation

 

Increasing 2005 earnings-per-share guidance to $2.15 to $2.25 from $2.00

 

DAYTON, Ohio NCR Corporation (NYSE: NCR) today reported earnings of $0.46 per diluted share and revenue of $1.45 billion for the quarter ended September 30, 2004. The year-over-year revenue increase of 7 percent includes 3 percentage points of benefit from foreign currency fluctuations.

 

Operating income for the third quarter was $59 million versus $33 million in the prior-year period. Included in NCR’s third-quarter operating results was $38 million of pension expense, compared to the $31 million of pension expense included in the third quarter of 2003.

 

NCR reported third-quarter net income of $44 million, or $0.46 per diluted share, versus net income of $18 million, or $0.19 per diluted share, in the third quarter of 2003.

 

“Strong revenue growth in our Teradata Data Warehousing and Financial Self Service businesses as well as cost and expense improvements across the company enabled NCR to deliver another solid quarter,” said Mark Hurd, president and chief executive officer of NCR.


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Operating Segment Results(1)

 

Teradata Data Warehousing

 

14 percent revenue growth drives operating-margin improvement of 5 percentage points

 

NCR’s Teradata Data Warehousing segment reported record third-quarter revenue of $312 million, up 14 percent from the third quarter of 2003. The third-quarter year-over-year revenue comparison included a benefit of 3 percentage points from foreign currency fluctuations.

 

Operating income of $42 million increased 100 percent from $21 million in the third quarter of 2003 due to higher volume, improvement in services profitability and reduction in infrastructure costs.

 

Companies are realizing that in order to make better, faster decisions in this competitive business climate, they must extract detail-level data from operational systems into a central repository that delivers a single, integrated view of the business. This enterprise-wide approach, enabled through Teradata technology and services, makes it possible for these companies to deeply analyze and optimize their financial performance, business operations and customer relationships more effectively and at a significantly lower cost than other approaches.

 

Financial Self Service

 

25 percent revenue growth fuels 19 percent operating margin

 

The Financial Self Service segment generated record third-quarter revenue of $338 million, up from $271 million reported for the year-ago period. Third-quarter revenue growth included a year-over-year benefit of 4 percentage points from foreign currency fluctuations.

 

Operating income of $63 million increased 34 percent from $47 million in the third quarter of 2003 due to higher revenue and, to a much lesser extent, the positive effect of currency fluctuations.

 

Globally, NCR is seeing continued growth in upgrades, replacements and the purchase of new automated teller machines (ATMs) as banks focus more on branch banking, transaction migration and compliance with regulatory changes. Motivated by the recently enacted Check 21 legislation, banks in the United States are investing in new deposit-capable ATMs that allow the bank to reduce cash-handling, check-processing and transportation costs, providing a very attractive return on investment while improving the levels of service and convenience for consumers.


-3-

 

Retail Store Automation

 

Cost actions and better expense management enable operating improvement

 

For the third quarter of 2004, Retail Store Automation generated $217 million of revenue, up 3 percent from $210 million in the third quarter of 2003. The third-quarter year-over-year revenue comparison for Retail Store Automation included a benefit of 3 percentage points from foreign currency fluctuations.

 

Retail Store Automation generated $11 million of operating income in the quarter, an increase of $2 million from the prior-year period due in large part to expense reductions.

 

Although retailers continue to be disciplined in their capital spending, we are seeing retailers refreshing their point-of-sale systems and expanding their deployment of self-checkout systems.

 

Customer Services

 

Cost reductions offset by continued pricing pressure and exited businesses

 

Customer Services reported revenue of $452 million, down 1 percent from the third quarter of 2003. The third-quarter year-over-year revenue comparison for Customer Services included a benefit of 3 percentage points from foreign currency fluctuations.

 

The Customer Services operating segment generated $4 million of operating income in the quarter, versus $11 million of operating income in the third quarter of 2003. While results continue to reflect pricing pressure and the decline in higher-margin revenue from exited businesses, the company’s cost reduction and revenue-mix actions are expected to improve Customer Services profitability in 2005.

 

Non-Operating Items

 

Other Expense of $2 million in the third quarter of 2004 was down from $8 million in the prior-year period.

 

NCR’s effective tax rate for 2004 has been reduced from 27 percent to 25 percent. As a result, the company’s tax rate of 23 percent for the third quarter reflects the year-to-date adjustment associated with the lower rate. The reduction is principally due to an increased proportion of operating profits attributable to foreign operations.

 

During the third quarter of 2004, the company repurchased approximately 2 million shares of NCR common stock for approximately $89 million, which more than offset option-


-4-

 

exercise activity during the quarter. Year-to-date, NCR has repurchased 6 million shares, which more than offsets the effect of the 3.4 million options that have been exercised. NCR’s board of directors authorized an additional $250 million share-repurchase program at its regularly scheduled board meeting on Oct. 27, 2004.

 

Cash Flow

 

NCR doubled its generation of cash from operations in the third quarter to $151 million from $74 million in the third quarter of 2003. Capital expenditures in the third quarter of 2004 were $71 million compared to $52 million of capital expenditures in the year-ago period.

 

NCR generated $80 million of free cash flow (cash from operations less capital expenditures) in the third quarter of 2004 versus the $22 million of free cash flow generation in the year-ago period. Assuming capital expenditures of approximately $250 million, NCR expects approximately $115 million of free cash flow generation in 2004.

 

     For the Period ended Sept. 30

 
     Three Months

    Nine Months

 
     2004

    2003

    2004

    2003

 

Cash provided by operating activities (GAAP) (2)

   $ 151     $ 74     $ 241     $ 274  

Less capital expenditures for:

                                

Net expenditures for reworkable service parts

     (26 )     (22 )     (65 )     (67 )

Expenditures for property, plant and equipment

     (22 )     (13 )     (55 )     (42 )

Additions to capitalized software

     (23 )     (17 )     (63 )     (50 )
    


 


 


 


Total capital expenditures

     (71 )     (52 )     (183 )     (159 )

Free cash flow (non-GAAP measure) (3)

   $ 80     $ 22     $ 58     $ 115  

 

Balance Sheet

 

NCR ended the third quarter with $625 million in cash, cash equivalents and short-term investments, down slightly from the $633 million cash balance on June 30, 2004. NCR’s cash balance declined as significant share-repurchase activity and the funding of the $26 million acquisition of Kinetics, Inc. slightly outpaced free cash flow generated in the third quarter. As of Sept. 30, 2004, NCR had short- and long-term debt of $311 million versus $310 million on June 30, 2004.


-5-

 

Outlook

 

NCR expects fourth-quarter earnings per share in the $0.76 to $0.81 range, or $0.72 to $0.77 excluding $0.04 of net benefit from gains and charges related to real estate transactions expected in the fourth quarter.

 

NCR is further increasing full-year 2004 earnings guidance to $2.45 to $2.50 per diluted share, including the net benefit from the gains and charges related to real estate transactions expected in the fourth quarter of 2004 and other previously disclosed items as listed in the reconciliation table below. Excluding the benefit of these items, earnings per share is expected to be $1.48 to $1.53(4). See the table below for a reconciliation of GAAP earnings per share to non-GAAP earnings per share excluding these items.

 

Assuming $125 million of pension expense in 2005, NCR now expects 2005 earnings per share to be approximately $2.15 to $2.25, an increase from previous 2005 earnings guidance of $2.00 per share. This would approximate a 50 percent increase in earnings per share from NCR’s increased guidance for 2004 earnings, excluding the 2004 items described below.

 

    

Fourth-

Quarter

Guidance


   

Original

2004 Full-Year

Guidance


   

Revised

2004 Full-Year

Guidance


 

Year-over-year revenue growth:

                        

Total NCR

     Flat       Flat       3-4 %

Teradata Data Warehousing

     Flat       3-5 %     7-8 %

Financial Self Service

     3-5 %     3-5 %     14-15 %

Retail Store Automation

     6-8 %     Flat       5-6 %

Customer Services

     (5-7 )%     (0-3 )%     (2-3 )%

Systemedia

     Flat       Flat       Flat  

Payment & Imaging

     (10-15 )%     (0-5 )%     (3-5 )%

Other

     (25-30 )%     (20-25 )%     (20-25 )%

Earnings per share – GAAP

   $ 0.76-$0.81 (a)   $ 0.85-$0.95     $ 2.45-$2.50 (b)

Earnings per share – non-GAAP

   $ 0.72-$0.77 (c)   $ 0.85-$0.95     $ 1.48-$1.53 (c)

(a) Includes $6 million of gains from real estate transactions, net of charges.
(b) Includes $85 million of tax benefit, $3 million break-up fee and $10 million of gains from real estate transactions, net of charges.
(c) Excluding items identified in the reconciliation table below.


-6-

 

Reconciliation of GAAP to Non-GAAP Measures

 

Non-GAAP earnings-per-share measures exclude the effect of non-operational items listed in this table

 

     Results

   Guidance

     Q3 2004

   Q3 2003

   Q4 2004

   2004

Earnings Per Share (GAAP)

   $ 0.46    $ 0.19    $ 0.76-$0.81    $ 2.45-$2.50

Resolution of prior-year tax audits

     —        —        —        0.88

Receipt of acquisition-related break-up fee

     —        —        —        0.02

Net gain on real estate transactions

     —        —        0.04      0.07
    

  

  

  

Adjusted Earnings Per Share (Non-GAAP)(4)

   $ 0.46    $ 0.19    $ 0.72-$0.77    $ 1.48-$1.53

 

2004 Third-Quarter Earnings Conference Call

 

NCR’s senior management will discuss the company’s third-quarter results during a conference call today at 10:00 a.m. (ET). Access to the conference call, as well as a replay of the call, is available on NCR’s Web site at http://investor.ncr.com/. Supplemental financial information regarding NCR’s 2004 third-quarter operating results is also available on NCR’s Web site.

 

About NCR Corporation

 

NCR Corporation (NYSE: NCR) is a leading global technology company helping businesses build stronger relationships with their customers. NCR’s ATMs, retail systems, Teradata data warehouses and IT services provide Relationship Technology solutions that maximize the value of customer interactions and help organizations create a stronger competitive position. Based in Dayton, Ohio, NCR (www.ncr.com) employs approximately 28,900 people worldwide.

 

# # #

 

NCR and Teradata are trademarks or registered trademarks of NCR Corporation in the United States and other countries.

 


(1) The operating segment results discussed in this earnings release exclude the impact of $38 million of pension expense in the third quarter of 2004 and $31 million of pension expense in the third quarter of 2003. When evaluating the year-over-year performance of and making decisions regarding its operating segments, NCR excludes the effect of pension expense/income. Schedule B, included in this earnings release, reconciles total “Income from operations excluding pension expense/income” for all of the company’s operating segments to “Total income from operations” for the company.


-7-

 

(2) NCR reports its results in accordance with Generally Accepted Accounting Principles in the United States, or GAAP. However, as described below, the company believes that certain non-GAAP measures found in this release are useful for investors.

 

(3) NCR defines free cash flow as cash provided by operating activities less capital expenditures for reworkable service parts, property, plant and equipment and additions to capitalized software. NCR’s management uses free cash flow to assess the financial performance of the company and believes it is useful for investors because it relates the operating cash flow of the company to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash generated after capital expenditures for, among other things, investment in the company’s existing businesses, strategic acquisitions, strengthening the company’s balance sheet, repurchase of company stock and repayment of the company’s debt obligations. This non-GAAP measure should not be considered a substitute for or superior to cash flows from operating activities under GAAP, or as a proxy for cash flow available for discretionary spending.

 

(4) NCR’s management looks at the company’s earnings-per-share results excluding certain items to assess the financial performance of the company and believes this information is useful for investors because it provides a more complete understanding of NCR’s underlying operational performance, as well as consistency and comparability with past reports of financial results. In addition, management uses its earnings per share excluding these items to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. This non-GAAP measure should not be considered as a substitute for or superior to earnings per share determined in accordance with GAAP.

 

Note to Investors

 

This news release contains forward-looking statements, including statements as to anticipated or expected results, beliefs, opinions and future financial performance, within the meaning of Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements include projections of revenue, profit growth and other financial items, future economic performance and statements concerning analysts’ earnings estimates, among other things. These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause NCR’s actual results to differ materially.

 

In addition to the factors discussed in this release, other risks and uncertainties include: the uncertain economic climate and its impact on the markets in general or on the ability of our suppliers to meet their commitments to us, or the timing of purchases (including upgrades to existing data warehousing solutions and retail point-of-service solutions) by our current and potential customers and other general economic and business conditions; the timely development, production or acquisition and market acceptance of new and existing products and services (such as self-checkout and electronic shelf-labeling technologies, ATM outsourcing and enterprise data warehousing), including our ability to accelerate market acceptance of new products and services; shifts in market demands, continued competitive factors and pricing


-8-

 

pressures and their impact on our ability to improve gross margins and profitability, especially in our more mature offerings; short product cycles, rapidly changing technologies and maintaining competitive leadership position with respect to our solution offerings, particularly data warehousing technologies; tax rates; ability to execute our business and reengineering plans; turnover of workforce and the ability to attract and retain skilled employees, especially in light of recent cost-control measures taken by the company; availability and successful exploitation of new acquisition and alliance opportunities; changes in Generally Accepted Accounting Principles (GAAP) and the resulting impact, if any, on the company’s accounting policies; continued efforts to establish and maintain best-in-class internal information technology and control systems; and other factors detailed from time to time in the company’s U.S. Securities and Exchange Commission reports and the company’s annual reports to stockholders. The company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


LOGO

 

NCR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

 

     For the Periods Ended September 30

 
     Three Months

    Nine Months

 
     2004

    2003

    2004

    2003

 

Revenue

                                

Products

   $ 762     $ 671     $ 2,151     $ 1,937  

Services

     692       684       2,045       2,018  
    


 


 


 


Total revenue

     1,454       1,355       4,196       3,955  

Cost of products

     489       425       1,377       1,252  

Cost of services

     570       556       1,709       1,663  
    


 


 


 


Total gross margin

     395       374       1,110       1,040  

% of Revenue

     27.2 %     27.6 %     26.5 %     26.3 %

Selling, general and administrative expenses

     278       285       832       852  

Research and development expenses

     58       56       174       171  
    


 


 


 


Income from operations

     59       33       104       17  

% of Revenue

     4.1 %     2.4 %     2.5 %     0.4 %

Other expense, net

     2       8       2       52  
    


 


 


 


Income (loss) before income taxes

     57       25       102       (35 )

% of Revenue

     3.9 %     1.8 %     2.4 %     (0.9 )%

Income tax expense (benefit)

     13       7       (59 )     (13 )
    


 


 


 


Net income (loss)

   $ 44     $ 18     $ 161     $ (22 )
    


 


 


 


% of Revenue

     3.0 %     1.3 %     3.8 %     (0.6 )%

Net income (loss) per common share

                                

Basic

   $ 0.47     $ 0.19     $ 1.71     $ (0.23 )
    


 


 


 


Diluted

   $ 0.46     $ 0.19     $ 1.68     $ (0.23 )
    


 


 


 


Weighted average common shares outstanding

                                

Basic

     93.3       94.6       94.0       95.1  

Diluted

     95.2       95.3       95.8       95.1  


LOGO

 

NCR CORPORATION

CONSOLIDATED REVENUE and OPERATING INCOME (LOSS) SUMMARY

(in millions)

 

     For the Periods Ended September 30

 
     Three Months

    Nine Months

 
     2004

    2003

    %
Change


    2004

    2003

    %
Change


 

Revenue by segment

                                            

Data Warehousing

                                            

Data Warehousing solution

   $ 238     $ 208     14 %   $ 733     $ 658     11 %

Data Warehousing support services

     74       66     12 %     216       194     11 %
    


 


       


 


     

Total Data Warehousing

     312       274     14 %     949       852     11 %

Financial Self Service

     338       271     25 %     919       757     21 %

Retail Store Automation

     217       210     3 %     594       563     6 %

Systemedia

     127       119     7 %     358       353     1 %

Payment and Imaging

     36       34     6 %     101       101     —    

Customer Services

                                            

Professional and installation-related services

     77       81     (5 )%     233       225     4 %

Customer Service Maintenance:

                                            

Financial Self Service

     145       137     6 %     422       405     4 %

Retail Store Automation

     115       113     2 %     344       350     (2 )%

Payment and Imaging

     26       26     —         81       79     3 %

Other

     89       99     (10 )%     271       308     (12 )%
    


 


       


 


     

Total Customer Services

     452       456     (1 )%     1,351       1,367     (1 )%

Other

     42       67     (37 )%     139       171     (19 )%

Elimination of installation-related services included in both the Customer Services segment and the other reported segments

     (70 )     (76 )   (8 )%     (215 )     (209 )   3 %
    


 


       


 


     

Total revenue

   $ 1,454     $ 1,355     7 %   $ 4,196     $ 3,955     6 %
    


 


       


 


     

Operating Income (Loss) by segment

                                            

Data Warehousing

   $ 42     $ 21           $ 151     $ 84        

Financial Self Service

     63       47             134       88        

Retail Store Automation

     11       9             8       (14 )      

Systemedia

     2       5             5       7        

Payment and Imaging

     5       4             11       14        

Customer Services

     4       11             (8 )     21        

Other

     (9 )     (11 )           (30 )     (40 )      

Elimination of installation-related services operating income included in both the Customer Services segment and the other reported segments

     (21 )     (22 )           (65 )     (64 )      
    


 


       


 


     

Subtotal - Segment operating income

     97       64             206       96        

Pension expense

     (38 )     (31 )           (102 )     (79 )      
    


 


       


 


     

Total income (loss) from operations

   $ 59     $ 33           $ 104     $ 17        
    


 


       


 


     


LOGO

 

NCR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

 

     September 30
2004


   June 30
2004


   December 31
2003


Assets

                    

Current assets

                    

Cash, cash equivalents and short-term investments

   $ 625    $ 633    $ 689

Accounts receivable, net

     1,143      1,195      1,230

Inventories

     392      382      308

Other current assets

     215      205      195
    

  

  

Total current assets

     2,375      2,415      2,422

Property, plant and equipment, net

     697      703      746

Prepaid pension cost

     1,368      1,382      1,386

Deferred income taxes

     554      553      558

Other assets

     416      387      368
    

  

  

Total assets

   $ 5,410    $ 5,440    $ 5,480
    

  

  

Liabilities and stockholders’ equity

                    

Current liabilities

                    

Short-term borrowings

   $ 4    $ 4    $ 3

Accounts payable

     419      425      414

Payroll and benefits

     282      236      300

Customer deposits and deferred service revenue

     375      427      362

Other current liabilities

     514      508      500
    

  

  

Total current liabilities

     1,594      1,600      1,579

Long-term debt

     307      306      307

Pension and indemnity

     490      479      484

Postretirement and postemployment benefits

     260      261      272

Other long-term liabilities

     843      853      963
    

  

  

Total liabilities

     3,494      3,499      3,605

Total stockholders’ equity

     1,916      1,941      1,875
    

  

  

Total liabilities and stockholders’ equity

   $ 5,410    $ 5,440    $ 5,480
    

  

  


LOGO

 

NCR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

 

     For the Periods Ended September 30

 
     Three Months

    Nine Months

 
     2004

    2003

    2004

    2003

 

Operating Activities

                                

Net income (loss)

   $ 44     $ 18     $ 161     $ (22 )

Adjustments to reconcile net income (loss) to cash provided by operating activities:

                                

Depreciation and amortization

     68       75       204       238  

Deferred income taxes

     (2 )     20       2       12  

Income tax adjustment

     —         —         (85 )     —    

Goodwill impairment

     —         —         —         —    

Other adjustments to income (loss), net

     1       (1 )     —         3  

Changes in assets and liabilities:

                                

Receivables

     56       (20 )     91       52  

Inventories

     (8 )     (22 )     (83 )     (56 )

Current payables

     48       70       (26 )     —    

Customer deposits and deferred service revenue

     (53 )     (72 )     12       (8 )

Employee severance and pension

     14       1       21       12  

Other assets and liabilities

     (17 )     5       (56 )     43  
    


 


 


 


Net cash provided by operating activities

     151       74       241       274  

Investing Activities

                                

Net expenditures for reworkable service parts

     (26 )     (22 )     (65 )     (67 )

Expenditures for property, plant and equipment

     (22 )     (13 )     (55 )     (42 )

Proceeds from sales of property, plant and equipment

     1       2       8       6  

Additions to capitalized software

     (23 )     (17 )     (63 )     (50 )

Other investing activities

     (26 )     (1 )     (43 )     (4 )
    


 


 


 


Net cash used in investing activities

     (96 )     (51 )     (218 )     (157 )

Financing Activities

                                

Purchase of Company common stock

     (89 )     (15 )     (271 )     (74 )

Short-term borrowings, net

     —         5       1       6  

Long-term debt, net

     —         1       —         1  

Cash received from real estate transaction

     —         —         50       —    

Proceeds from employee stock plan

     29       4       141       15  

Other financing activities

     (2 )     (23 )     (5 )     (21 )
    


 


 


 


Net cash used in financing activities

     (62 )     (28 )     (84 )     (73 )

Effect of exchange rate changes on cash and cash equivalents

     (1 )     1       (3 )     11  
    


 


 


 


(Decrease) increase in cash and cash equivalents

     (8 )     (4 )     (64 )     55  

Cash and cash equivalents at beginning of period

     633       585       689       526  
    


 


 


 


Cash and cash equivalents at end of period

   $ 625     $ 581     $ 625     $ 581  
    


 


 


 


Press Release dated October 27, 2004.

Exhibit 99.2

 

LOGO   1700 South Patterson Boulevard
Dayton, OH 45479

 

NEWS RELEASE

For media information:

  For investor information:

John Hourigan

  Gregg Swearingen

NCR Corporation

  NCR Corporation

(937) 445-2078

  (937) 445-4700

john.hourigan@ncr.com

  gregg.swearingen@ncr.com

 

For Release on October 27, 2004

 

NCR Board of Directors Expands Stock-Repurchase Program

 

DAYTON, Ohio NCR Corporation (NYSE: NCR) today announced that its board of directors has increased its existing stock-repurchase program, authorized by the board in 1999, by an additional $250 million. The new authorization, coupled with the prior board actions, results in a total remaining buyback authorization of $285 million. The company also has a program to use the proceeds from employee stock plans to repurchase NCR common shares.

 

“This expansion of the company’s stock-repurchase program reflects our increasing confidence in NCR’s ability to drive further profitability improvement,” said Mark Hurd, NCR president and chief executive officer. “NCR’s strong balance sheet and increasing cash from operations afford us the flexibility to drive incremental shareholder returns through share-repurchase activity without detracting from our ability to invest in the growth of our businesses and explore strategic opportunities.”

 

The stock will be repurchased periodically on an ongoing basis in the open market or through privately negotiated transactions at management’s discretion, in accordance with applicable securities rules regarding issuer repurchases.

 

About NCR Corporation

 

NCR Corporation (NYSE: NCR) is a leading global technology company helping businesses build stronger relationships with their customers. NCR’s ATMs, retail systems, Teradata data warehouses and IT services provide Relationship Technology solutions that


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maximize the value of customer interactions and help organizations create a stronger competitive position. NCR (www.ncr.com) is based in Dayton, Ohio.

 

# # #

 

NCR and Teradata are trademarks or registered trademarks of NCR Corporation in the United States and other countries.

 

Note to Investors

 

This news release contains forward-looking statements, including statements as to anticipated or expected results, beliefs, opinions and future financial performance, within the meaning of Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements include projections of revenue, profit growth and other financial items, future economic performance and statements concerning analysts’ earnings estimates, among other things. These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause NCR’s actual results to differ materially.

 

In addition to the factors discussed in this release, other risks and uncertainties include: the uncertain economic climate and its impact on the markets in general or on the ability of our suppliers to meet their commitments to us, or the timing of purchases (including upgrades to existing data warehousing solutions and retail point-of-service solutions) by our current and potential customers and other general economic and business conditions; the timely development, production or acquisition and market acceptance of new and existing products and services (such as self-checkout and electronic shelf-labeling technologies, ATM outsourcing and enterprise data warehousing), including our ability to accelerate market acceptance of new products and services; shifts in market demands, continued competitive factors and pricing pressures and their impact on our ability to improve gross margins and profitability, especially in our more mature offerings; short product cycles, rapidly changing technologies and maintaining competitive leadership position with respect to our solution offerings, particularly data warehousing technologies; tax rates; ability to execute our business and reengineering plans; turnover of workforce and the ability to attract and retain skilled employees, especially in light of recent cost-control measures taken by the company; availability and successful exploitation of new acquisition and alliance opportunities; changes in Generally Accepted Accounting Principles and the resulting impact, if any, on the company’s accounting policies; continued efforts to establish and maintain best-in-class internal information technology and control


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systems; and other factors detailed from time to time in the company’s U.S. Securities and Exchange Commission reports and the company’s annual reports to stockholders. The company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.