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): September 10, 2007
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 7.01 | Regulation FD Disclosure. |
On September 10, 2007, the Company issued a press release setting forth its outlook for 2007 results from continuing operations. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly stated by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits:
The following exhibit is attached with this current report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 |
Press release dated September 10, 2007 |
-2-
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: September 10, 2007 | By: | /s/ Robert Fishman | ||
| Robert Fishman | ||||
| Vice President and Interim Chief Financial Officer | ||||
-3-
Index to Exhibits
| Exhibit No. |
Description | |
| 99.1 |
Press release dated September 10, 2007 |
-4-
Exhibit 99.1
 |
1700 South Patterson Boulevard Dayton, OH 45479
NEWS RELEASE |
| For media information:
Janet Brewer (937) 445-6779 janet.brewer@ncr.com |
For investor information:
Tom Mullarkey (937) 445-4222 tom.mullarkey@ncr.com |
For Release on September 10, 2007
NCR Announces 2007 Outlook for Results from Continuing Operations
after the Strategic Separation of Teradata
NCR maintains revenue growth and NPOI margin guidance by business unit
DAYTON, Ohio – NCR Corporation (NYSE: NCR) today announced its outlook for 2007 results from continuing operations after spinning off its Teradata division later this month.
Assuming completion of the strategic separation of Teradata on Sept. 30, 2007, NCR expects 2007 GAAP earnings per share from continuing operations to be $0.91 to $0.96 per share.
Excluding $35 million of expense related to the restructuring of NCR’s global manufacturing, $11 million out-of-period tax adjustment, and $7 million of net expense related to the Fox River environmental matter, non-GAAP earnings per share is expected to be $1.15 to $1.20 per share for the full year 2007 (1). This assumes a 25 percent effective tax rate attributable to continuing operations.
NCR is maintaining the revenue growth and non-pension operating income margin targets for each business unit that were provided on July 31, 2007. NCR management plans to provide more information regarding corporate strategy and longer-term outlook during the fourth quarter.
-more-
-2-
Prior Guidance (7/31/2007)
Reconciliation of GAAP to Non-GAAP Measures(1)
| Including FY 2007 Guidance |
Continuing FY 2007 Guidance |
|||||||
| Diluted Earnings Per Share (GAAP) |
$ | 2.21-$2.31 | $ | 0.91-$0.96 | ||||
| Manufacturing realignment charges |
(0.16 | ) | (0.16 | ) | ||||
| Strategic separation charges – Teradata spin off |
(0.06 | ) | — | |||||
| Fox River environmental matter |
(0.02 | ) | (0.02 | ) | ||||
| Tax adjustment ($0.06 for NCR, $0.04 for Teradata) |
(0.10 | ) | (0.06 | ) | ||||
| Adjusted Diluted Earnings Per Share (Non-GAAP)(1) |
$ | 2.55-$2.65 | $ | 1.15-$1.20 | ||||
Reconciliation of Previous Company Guidance to Continuing Operations Guidance
| Diluted EPS (GAAP) |
Diluted EPS (Non-GAAP) (1) |
|||||||
| Previous Total Company Guidance |
$ | 2.21 - $2.31 | $ | 2.55 - $2.65 | ||||
| Teradata Corporation Guidance |
$ | (1.12 -$1.17 | ) | $ | (1.12 -$1.17 | ) | ||
| Strategic Separation Charges (move to Discontinued Ops) |
$ | 0.06 | — | |||||
| Tax Adjustment (move to Discontinued Ops) |
$ | 0.04 | — | |||||
| Incremental Public Company Costs |
$ | (0.03 | ) | $ | (0.03 | ) | ||
| Updated Teradata Corporation Tax Rate Assumption(2) |
$ | (0.25 | ) | $ | (0.25 | ) | ||
| NCR Continuing Operations Guidance |
$ | 0.91-$0.96 | $ | 1.15 - $1.20 | ||||
| (1) | NCR reports its results in accordance with Generally Accepted Accounting Principles in the United States, or GAAP. However, the Company believes that certain non-GAAP measures found in this release are useful for investors. NCR’s management looks at the company’s 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 earnings per share excluding these items to manage and determine effectiveness of its business managers and as a basis for incentive compensation. These non-GAAP measures should not be considered as substitutes for or superior to results determined in accordance with GAAP. |
| (2) | Teradata 2007 guidance uses a 39 percent effective tax rate which includes 2 percentage points, or 4 cents per share, related to Teradata’s portion of the tax adjustment included in NCR’s 2007 second quarter results. Going forward, as a result of yet to be implemented tax strategies and changes in the legal entity structure of Teradata Corporation, Teradata’s longer term objective is to have an effective tax rate of approximately 30 percent. |
-more-
-3-
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leading global technology company helping businesses build stronger relationships with their customers. NCR’s Teradata® data warehouses, ATMs, retail systems, self-service solutions and IT services provide Relationship Technology™ that maximizes the value of customer interactions and helps organizations create a stronger competitive position. Based in Dayton, Ohio, NCR (www.ncr.com) employs approximately 29,650 people worldwide.
# # #
NCR and Teradata are trademarks or registered trademarks of NCR Corporation in the United States and other countries.
-more-
-4-
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 those relating to: the proposed separation of Teradata and NCR’s other businesses, including the ability of each to operate as an independent entity; 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 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-service technologies 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; the effect of currency translation; 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 continued cost-control measures being 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.