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): March 11, 2009
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. |
Officers of NCR Corporation (the “Company”) plan to meet with securities analysts on March 12, 2009, both in person and via a webcast. During these meetings, the Company expects to affirm its earlier guidance as previously disclosed on Form 8-K filed on February 5, 2009 relating to its non-pension operating income (“NPOI”) and non-GAAP earnings from continuing operations for 2009. The earlier guidance disclosed on February 5, 2009, which the Company is today affirming, calls for NPOI in the range of $360 million to $400 million, and non-GAAP earnings from continuing operations in the range of $0.85 to $1.00 per diluted share.1
The Company will also disclose that based on current financial market conditions and preliminary projections, its pension contribution requirements for 2010 could be in the range of $200 million to $250 million, and that at the high end of that range the Company still expects to generate positive free cash flow for the 2010 fiscal year.1
The webcast may be accessed on the Company’s website at http://investor.ncr.com/eventdetail.cfm?EventID=66711
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibit is attached with this current report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated March 11, 2009, issued by the Company |
Note to investors - This report on Form 8-K 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. 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.
Factors that might cause such a difference include, but are not limited to: the uncertain economic climate, in particular the current global credit crisis, could impact the ability of our customers to make capital expenditures, thereby affecting their ability to purchase our products, and consolidation in the financial services sector could impact our business by reducing our customer base; the timely development, production or acquisition and market acceptance of new and existing products and services (such as self-service technologies), including our ability to accelerate market acceptance of new products and services; shifts in market demands, continued competitive factors and pricing
| 1 |
NCR’s management evaluates 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. For additional information regarding these matters, please refer to the press release included in the Form 8-K filed on February 5, 2009. |
| 2 |
NCR defines free cash flow as cash provided/used by operating activities less capital expenditures for property, plant and equipment, and additions to capitalized software. Free cash flow does not have a uniform definition under GAAP and, therefore, NCR’s definition may differ from other companies’ definitions of this measure. 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. Free cash flow does not represent the residual cash flow available for discretionary expenditures since there may be other nondiscretionary expenditures that are not deducted from the measure. This non-GAAP measure should not be considered a substitute for or superior to cash flows from operating activities determined in accordance with GAAP. |
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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 a competitive leadership position with respect to our solution offerings; tax rates; ability to execute our business and reengineering plans, including potential impact from our recent transition from a business unit to functional organizational model; 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NCR CORPORATION | ||||||
| Date: March 11, 2009 | By: | /s/ Anthony Massetti | ||||
| Anthony Massetti | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
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Exhibit 99.1
 |
NEWS RELEASE |
March 11, 2009
NCR to participate in Wedbush Morgan 7th Annual Management Access Conference for investors
Presentation by Chairman and CEO, and CFO, will be webcast
DAYTON, Ohio – NCR Corporation (NYSE: NCR), announced that Bill Nuti, Chairman and Chief Executive Officer, and Tony Massetti, Chief Financial Officer, will participate in the Wedbush Morgan 7th Annual Management Access Conference for investors on Thursday, March 12, 2009 at 11:15 am EDT in New York City, New York. Their participation in the conference may be accessed via Webcast at: http://investor.ncr.com/eventdetail.cfm?EventID=66711
About NCR Corporation
NCR Corporation (NYSE: NCR) is a global technology company and leader in automated teller machines, self-checkouts and other self- and assisted-service solutions, serving customers in more than 100 countries. NCR’s software, hardware, consulting and support services help organizations in retail, financial, travel, healthcare and other industries interact with consumers across multiple channels.
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NCR is a trademark of NCR Corporation in the United States and other countries.
Investor Relations Contact
Gavin Bell
NCR Corporation
937-445-5905
gavin.bell@ncr.com
News Media Contact
Alan B. Ulman
NCR Corporation
770.623.7998
alan.ulman@ncr.com