Document


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): July 20, 2017
 

        
https://cdn.kscope.io/763856eabec44c4966dded7a816dbd35-image49.jpg
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.)
 
3097 Satellite Boulevard
Duluth, Georgia 30096
(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.

On July 20, 2017, the Company issued a press release setting forth its second quarter 2017 financial results along with its third quarter 2017 and updated fiscal year 2017 financial outlook. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 7.01.     Regulation FD Disclosure.

On July 20, 2017, the Company will hold its previously announced conference call to discuss its second quarter 2017 results, its third quarter 2017 financial outlook and updated fiscal year 2017 financial outlook. A copy of supplementary materials that will be referred to in the conference call, and which were posted to the Company’s website, is attached hereto as Exhibit 99.2.


Item 9.01        Financial Statements and Exhibits.

(d)    Exhibits:

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

Exhibit No.
Description
99.1
Press Release issued by the Company, dated July 20, 2017
99.2
Supplemental materials, dated July 20, 2017

            
                        
                    



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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 hereunto duly authorized.
 
 
 
 
NCR Corporation
 
 
By:
 
/s/ Robert Fishman
 
 
Robert Fishman
 
 
Executive Vice President and Chief Financial Officer
Date: July 20, 2017










































- 3 -





Index to Exhibits
The following exhibits are attached with this current report on Form 8-K:

Exhibit No.            Description            
99.1                Press Release issued by the Company, dated July 20, 2017
99.2                Supplemental materials, dated July 20, 2017


- 4 -
Exhibit



https://cdn.kscope.io/763856eabec44c4966dded7a816dbd35-ncrbbpreferreda10a11.jpg
 
NEWS RELEASE


July 20, 2017         

NCR Announces Second Quarter 2017 Results

DULUTH, Ga. - NCR Corporation (NYSE: NCR) reported financial results today for the three months ended June 30, 2017. Second quarter highlights include:

GAAP diluted EPS of $0.64, up 31% from $0.49 in the prior year; Non-GAAP diluted EPS of $0.80, up 13% constant currency from $0.72 in the prior year
Revenue of $1.59 billion, down 2% as reported and up 3% excluding FX and the IPS divestiture
Software revenue up 3% driven by cloud growth of 9%; Net ACV of $18 million in the quarter, up 13%
GAAP gross margin rate expanded 160 basis points to 29.1%; Non-GAAP gross margin rate expanded 150 basis points constant currency to 30.1%
GAAP operating margin rate expanded 110 basis points to 11.2%; Non-GAAP operating margin rate expanded 90 basis points constant currency to 13.5%
2017 Revenue, diluted EPS, and cash flow guidance reaffirmed

"The second quarter is a great example of the strength of NCR's transformed business model over the last decade. The diversity of our revenue streams and growing strength in software, particularly cloud, drove financial results that were in-line with our expectations and keep us on target to achieve our full year outlook," said Chairman and CEO Bill Nuti. "We are clearly benefiting from the breadth of our solution offers, and our customers' increasing investments in omni-channel software, channel transformation, and digital enablement solutions across all of our end-markets. It is also clear that we continue to gain market share in strategic areas that drive recurring revenue, such as cloud and Services, and in an expanding smart-edge of the enterprise, including self-checkout and new modalities of point-of-sale, such as mobile POS, and interactive POS devices in new markets. As we move into the second half of the year, our goal is to further expand our leadership position in the omni-channel market, while continuing to focus on disruptive innovation, solution development, and market-leading Services delivery."

In this release, we use certain performance metrics as well as certain non-GAAP measures, including presenting certain measures on a constant currency and adjusted constant currency basis. The performance metrics include net annual contract value (or Net ACV) and the non-GAAP measures include free cash flow and others with the words “non-GAAP," "adjusted," or "constant currency" in their titles. The performance metrics are listed and described, and the non-GAAP measures are listed, described, and reconciled to their most directly comparable GAAP measures, under the heading "Performance Metrics and Non-GAAP Financial Measures" later in this release.







Second Quarter 2017 Operating Results

Revenue
Second quarter revenue of $1.59 billion was down 2%  year-over-year. On an adjusted constant currency basis, second quarter revenue was up 3%. Foreign currency fluctuations and the IPS divestiture had an unfavorable impact on the revenue comparison of 2% and 3%, respectively.

The following table shows the revenue by segment for the second quarter:
$ in millions
2017
 
2016
 
% Change
 
% Change Adjusted Constant Currency
    Software License
$
77


$
82


(6
%)

(6
%)
    Software Maintenance
91


91


%

1
%
    Cloud
145


133


9
%

9
%
    Professional Services
151

 
146

 
3
%
 
5
%
Software Revenue
$
464

 
$
452

 
3
%
 
3
%
 
 
 
 
 
 
 
 
Services Revenue
$
588

 
$
574

 
2
%
 
4
%
 
 
 
 
 
 
 
 
    ATM
$
227

 
$
286

 
(21
%)
 
(20
%)
    SCO
96

 
70

 
37
%
 
37
%
    POS
213

 
180

 
18
%
 
20
%
    IPS
5

 
58

 
(91
%)
 
(21
%)
Hardware Revenue
$
541

 
$
594

 
(9
%)
 
1
%
 
 
 
 
 
 
 
 
Total Revenue
$
1,593

 
$
1,620

 
(2
%)
 
3
%

Software revenue was up 3% on a constant currency basis primarily due to continued demand for NCR's channel transformation with increases in cloud revenues of 9% and professional services of 5%. Software license revenue was down 6% due to unattached software license revenue that is now expected in the back half of the year. Software maintenance revenues returned to growth.

Services revenue was up 4% on a constant currency basis driven by hardware maintenance growth as a result of improving channel transformation trends, combined with increased managed and implementation services.

Hardware revenue was up 1% on a constant currency basis due to continued growth in SCO of 37% and an increase in POS revenues of 20%, driven by ongoing momentum in channel transformation. ATM revenues declined 20%, as anticipated. ATM revenue is expected to improve in the fourth quarter as larger customer roll-outs are scheduled to take place.

Gross Margin
Second quarter gross margin of $463 million increased 4% from $446 million. Second quarter gross margin (non-GAAP) of $479 million increased 3% from $465 million. Gross margin rate was 29.1%, up from 27.5%. Gross margin rate (Non-GAAP) was 30.1%, up from 28.7%. The increase in gross margin was due to continued focus on productivity improvements, particularly in our Services segment.

Expenses
Second quarter operating expenses of $285 million increased from $283 million. Second quarter operating expenses (non-GAAP) of $264 million increased from $258 million. The increase in expenses was a result of increased investment in research and development.


2



Operating Income
Second quarter operating income of $178 million increased 9% from $163 million. Second quarter operating income (non-GAAP) of $215 million increased 4% from $207 million. Operating margin rate was 11.2%, up from 10.1%. Operating margin rate (non-GAAP) was 13.5%, up from 12.8%. Operating income was up as a result of higher revenue and gross margin rate expansion, offset by higher operating expenses.

Other (Expense)
Second quarter other (expense) of $48 million decreased 17% from $58 million. Second quarter other (expense) (non-GAAP) of $48 million decreased 9% from $53 million. The decrease was primarily due to a more favorable foreign currency impact and lower interest expense compared to the prior year period.

Income Tax Expense
Second quarter income tax expense of $33 million increased from $31 million. Second quarter income tax expense (non-GAAP) of $45 million was flat.

Net Income from Continuing Operations Attributable to NCR
Second quarter net income from continuing operations attributable to NCR of $97 million increased from $76 million. Second quarter net income from continuing operations attributable to NCR (non-GAAP) of $122 million increased from $111 million.

Cash Flow
Second quarter cash provided by operating activities of $95 million decreased from $121 million. Free cash flow was $18 million in the second quarter of 2017 as compared to $55 million in the second quarter of 2016. The decreases were due to higher working capital needs as we plan for increased revenues later in the year. Year-to-date cash provided by operating activities was $138 million compared to $144 million in the prior year, and year-to-date free cash flow was $6 million compared to free cash flow of $26 million in the prior year.

2017 Outlook

We are reaffirming our full year 2017 revenue guidance. Revenue is expected to be $6.63 billion to $6.75 billion, which represents expected revenue growth of 1% to 3% as reported and 4% to 6% adjusted constant currency. The 2017 revenue guidance includes expected foreign currency headwinds of $25 million in revenue. The 2017 expected growth rates also exclude approximately $124 million of IPS revenue from 2016 due to the IPS divestiture in May 2016.

We are also reaffirming our GAAP diluted earnings per share guidance of $2.20 to $2.32, and our non-GAAP diluted earnings per share guidance of $3.32 to $3.42. We expect GAAP diluted earnings per share to be up 22% to 29% and non-GAAP diluted earnings per share to be up 10% to 13% constant currency. The 2017 non-GAAP diluted earnings per share guidance includes an expected favorable foreign currency impact of $0.01.

Additionally, we continue to expect net cash provided by operating activities to be $805 million to $830 million and free cash flow to be $500 million to $525 million, or approximately 95% to 100% of non-GAAP net income. 

Q3 2017 Outlook

For the third quarter of 2017, revenue is expected to be $1.66 billion to $1.70 billion, GAAP diluted earnings per share is expected to be $0.65 to $0.72, and non-GAAP diluted earnings per share is expected to be $0.88 to $0.93. The third quarter 2017 guidance includes expected foreign currency headwinds of $10 million in revenue and $0.02 in diluted earnings per share.

NCR will provide additional information regarding its third quarter and full year 2017 guidance during its second quarter earnings conference call and webcast.




3




2017 Second Quarter Earnings Conference Call

A conference call is scheduled for today at 4:30 p.m. (EDT) to discuss the second quarter 2017 results and guidance for third quarter and full year 2017. Access to the conference call and accompanying slides, as well as a replay of the call, are available on NCR's web site at http://investor.ncr.com/. Additionally, the live call can be accessed by dialing 888-820-9413 (United States/Canada Toll-free) or 786-460-7169 (International Toll) and entering the participant passcode 3741909.

More information on NCR’s Q2 2017 earnings, including additional financial information and analysis, is available on NCR’s Investor Relations website at http://investor.ncr.com/.
 
About NCR Corporation

NCR Corporation (NYSE: NCR) is the global leader in omni-channel solutions, turning everyday interactions with businesses into exceptional experiences. With its software, hardware, and portfolio of services, NCR enables nearly 550 million transactions daily across the financial, retail, hospitality, travel, telecom and technology industries. NCR solutions run the everyday transactions that make your life easier.
 
NCR is headquartered in Duluth, Georgia with over 33,000 employees and does business in 180 countries. NCR is a trademark of NCR Corporation in the United States and other countries. NCR encourages investors to visit its web site which is updated regularly with financial and other important information about NCR.
 
Web site: www.ncr.com
Twitter: @NCRCorporation
Facebook: www.facebook.com/ncrcorp
LinkedIn: https://www.linkedin.com/company/ncr-corporation
YouTube: www.youtube.com/user/ncrcorporation

News Media Contact
Scott Sykes
NCR Corporation
212.589.8428
scott.sykes@ncr.com

Investor Contact
Michael Nelson
NCR Corporation
678.808.6995
michael.nelson@ncr.com

4



Note to Investors This release contains forward-looking statements. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “believe,” “will,” “should,” “would,” “could” and words of similar meaning. Statements that describe or relate to NCR’s plans, goals, intentions, strategies or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. The forward-looking statements in this release include statements about NCR’s growing strength in software; the expectation of continued gains in market share and the expansion of smart-edge devices; NCR’s goals for the second half of the year; the completion of scheduled large customer ATM roll-outs and expected improvement in ATM revenue in the back half of 2017; and NCR’s full-year and third quarter financial guidance and outlook (including the sections entitled “2017 Outlook” and “Q3 2017 Outlook”) and the expected type and magnitude of the non-operational adjustments included in any forward-looking non-GAAP measures. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of NCR’s control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors relating to: the strength of end-market demand for ATMs and other financial services hardware; domestic and global economic and credit conditions including, in particular, those resulting from uncertainty in the "BRIC" economies, economic sanctions against Russia, the determination by Britain to exit the European Union, the potential for changes to global or regional trade agreements or the imposition of protectionist trade policies, and the imposition of import or export tariffs or border adjustments; the impact of our indebtedness and its terms on our financial and operating activities; the impact of the terms of our strategic relationship with Blackstone and our Series A Convertible Preferred Stock; the transformation of our business model and our ability to sell higher-margin software and services; the possibility of disruptions in or problems with our data center hosting facilities; cybersecurity risks and compliance with data privacy and protection requirements; foreign currency fluctuations; our ability to successfully introduce new solutions and compete in the information technology industry; our ability to improve execution in our sales and services organizations; defects or errors in our products; manufacturing disruptions; collectability difficulties in subcontracting relationships in Emerging Industries; the historical seasonality of our sales; the availability and success of acquisitions, divestitures and alliances, including the divestiture of our Interactive Printer Solutions business; our pension strategy and underfunded pension obligation; the success of our restructuring plans and cost reduction initiatives; tax rates; reliance on third party suppliers; development and protection of intellectual property; workforce turnover and the ability to attract and retain skilled employees; environmental exposures from our historical and ongoing manufacturing activities; and uncertainties with regard to regulations, lawsuits, claims and other matters across various jurisdictions. Additional information concerning these and other factors can be found in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8- K. Any forward-looking statement speaks only as of the date on which it is made. 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.


5




Performance Metrics and Non-GAAP Financial Measures

Performance Metrics. The term “net annual contract value” or “net ACV” for any particular period means NCR’s net bookings for cloud revenue during the period, and is calculated as twelve months of expected subscription revenues under new cloud contracts during such period less twelve months of subscription revenues under cloud contracts that expired or were terminated during such period.
 
Non-GAAP Financial Measures. While NCR reports its results in accordance with Generally Accepted Accounting Principles in the United States, or GAAP, in this release NCR also uses the non-GAAP measures listed and described below.

Diluted EPS (non-GAAP), Gross Margin (non-GAAP), Gross Margin Rate (non-GAAP), Operating Expenses (non-GAAP), Operating Income (non-GAAP), Operating Margin Rate (non-GAAP), Other (Expense) (non-GAAP), Income Tax Expense (non-GAAP), and Net Income from Continuing Operations Attributable to NCR (non-GAAP). NCR’s diluted earnings per share (non-GAAP), gross margin (non-GAAP), gross margin rate (non-GAAP), operating expenses (non-GAAP), operating income (non-GAAP), operating margin rate (non-GAAP), other (expense) (non-GAAP), income tax expense (non-GAAP), and net income from continuing operations attributable to NCR (non-GAAP) are determined by excluding pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition related intangibles, from NCR’s GAAP earnings per share, gross margin, gross margin rate, expenses, income from operations, operating margin rate, other (expense), income tax expense and net income from continuing operations attributable to NCR, respectively.

Due to the non-operational nature of these pension and other special items, NCR's management uses these non-GAAP measures to evaluate year-over-year operating performance. NCR also uses operating income (non-GAAP) and diluted EPS (non-GAAP), to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. NCR believes these measures are useful for investors because they provide a more complete understanding of NCR's underlying operational performance, as well as consistency and comparability with NCR's past reports of financial results.

Free Cash Flow and Free Cash Flow as a Percentage of Non-GAAP Net Income (or Free Cash Flow Conversion Rate). NCR defines free cash flow as net cash provided by/used in operating activities and cash flow provided by/used in discontinued operations less capital expenditures for property, plant and equipment, additions to capitalized software, discretionary pension contributions and pension settlements. 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 which can be used 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. NCR also describes free cash flow as a percentage of non-GAAP net income (or the cash flow conversion rate). NCR’s management targets an annual free cash flow conversion rate at or above the range described in this release because management believes that a conversion rate at or above that range represents the efficient conversion of non-GAAP net income to free cash flow for its business. Free cash flow and free cash flow conversion do not have uniform definitions under GAAP and, therefore, NCR's definitions may differ from other companies' definitions of these measures.

Constant Currency, IPS Divestiture and Adjusted Constant Currency. NCR presents certain financial measures, such as period-over-period revenue growth, on a constant currency basis, which excludes the effects of foreign currency translation by translating prior period results at current period monthly average exchange rates. Due to the overall variability of foreign exchange rates from period to period, NCR’s management uses constant currency measures to evaluate period-over-period operating performance on a more consistent and comparable basis. NCR also presents certain financial measures on an adjusted constant currency basis, which excludes both the effects of foreign currency translation, as described above, and the results of NCR’s Interactive Printer Solutions (IPS) business for the comparable prior period after completion of the sale of the business (which results were previously included in NCR’s Hardware segment). NCR completed the sale of all but the Middle East and Africa assets of its Interactive Printer Solutions (IPS) division to Atlas Holdings LLC on May 27, 2016. NCR’s management believes that presentation of financial measures without these results is more representative of the company's period-over-period operating performance, and provides additional insight into historical and/or future performance, which may be helpful for investors.

NCR's definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. These non-GAAP measures are reconciled to their most directly comparable GAAP measures in the tables below or, in the case of quarterly free cash flow, in the body of this release.


6



Reconciliation of Gross Margin (GAAP) to Gross Margin (non-GAAP)
$ in millions
Q2 2017
 
Q2 2016
Gross Margin (GAAP)
$
463

 
$
446

Transformation/Restructuring Costs
4

 
4

Acquisition-related amortization of intangibles
12

 
15

Gross Margin (Non-GAAP)
$
479

 
$
465


Reconciliation of Gross Margin Rate (GAAP) to Gross Margin Rate (non-GAAP)

$ in millions
Q2 2017
 
Q2 2016
Gross Margin Rate (GAAP)
29.1
%
 
27.5
%
Transformation/Restructuring Costs
0.3
%
 
0.2
%
Acquisition-related amortization of intangibles
0.7
%
 
1.0
%
Gross Margin Rate (Non-GAAP)
30.1
%
 
28.7
%

Reconciliation of Operating Expenses (GAAP) to Operating Expenses (non-GAAP)
$ in millions
Q2 2017
 
Q2 2016
Operating Expenses (GAAP)
$
285

 
$
283

Transformation/Restructuring Costs
(4
)
 
(7
)
Acquisition-related amortization of intangibles
(16
)
 
(17
)
Acquisition-related costs
(1
)
 
(1
)
Operating Expenses (Non-GAAP)
$
264

 
$
258


Reconciliation of Income from Operations (GAAP) to Operating Income (non-GAAP)
$ in millions
Q2 2017
 
Q2 2016
Income from Operations (GAAP)
$
178

 
$
163

Transformation/Restructuring Costs
8

 
11

Acquisition-related amortization of intangibles
28

 
32

Acquisition-related costs
1

 
1

Operating Income (Non-GAAP)
$
215

 
$
207

Reconciliation of Operating Margin rate (GAAP) to Operating Margin rate (non-GAAP)
$ in millions
Q2 2017
 
Q2 2016
Operating Margin rate (GAAP)
11.2
%
 
10.1
%
Transformation/Restructuring Costs
0.5
%
 
0.7
%
Acquisition-related amortization of intangibles
1.7
%
 
1.9
%
Acquisition-related costs
0.1
%
 
0.1
%
Operating Margin rate (Non-GAAP)
13.5
%
 
12.8
%


Reconciliation of Other (Expense) (GAAP) to Other (Expense) (non-GAAP)

$ in millions
Q2 2017
 
Q2 2016
Other (Expense) (GAAP)
$
(48
)
 
$
(58
)
Divestiture and liquidation losses

 
5

Other (Expense) (Non-GAAP)
$
(48
)
 
$
(53
)



7



Reconciliation of Income Tax Expense (GAAP) to Income Tax Expense (non-GAAP)
$ in millions
Q2 2017
 
Q2 2016
Income Tax Expense (GAAP)
$
33

 
$
31

Transformation/Restructuring Costs
2

 
3

Acquisition-related amortization of intangibles
9

 
11

Acquisition-related costs
1

 

Income Tax Expense (Non-GAAP)
$
45

 
$
45


Reconciliation of Net Income from Continuing Operations Attributable to NCR (GAAP) to
Net Income from Continuing Operations Attributable to NCR (non-GAAP)
$ in millions
Q2 2017
 
Q2 2016
Net Income from Continuing Operations Attributable to NCR (GAAP)
$
97

 
$
76

Transformation/Restructuring Costs
6

 
8

Acquisition-related amortization of intangibles
19

 
21

Acquisition-related costs

 
1

Divestiture and liquidation losses

 
5

Net Income from Continuing Operations Attributable to NCR (Non-GAAP)
$
122

 
$
111


Reconciliation of Diluted Earnings Per Share (GAAP) to Non-GAAP Diluted Earnings Per Share (non-GAAP)

Q2 2017 Actual

Q2 2016 Actual

 FY 2017 Guidance (2)
 
Q3 2017 Guidance (2)
Diluted Earnings Per Share (GAAP) (1)
$
0.64


$
0.49


$2.20 - $2.32

 
$0.65 - $0.72

Transformation/Restructuring Costs
0.04


0.05


0.14 - 0.17

 
0.02 - 0.05

Acquisition-related amortization of intangibles
0.12

 
0.14

 
0.49

 
0.13

Acquisition-related costs


0.01


0.03

 
0.01

Deemed dividends related to Blackstone transaction

 

 
0.39

 

Divestiture and liquidation losses

 
0.03

 

 

Diluted Earnings Per Share (non-GAAP) (1)
$
0.80


$
0.72


$3.32 - $3.42

 
$0.88 - $0.93


(1)  
Non-GAAP diluted EPS is determined using the conversion of the Series A Convertible Preferred Stock into common stock in the calculation of weighted average diluted shares outstanding. GAAP EPS is determined using the most dilutive measure, either including the impact of dividends or deemed dividends on the Company's Series A Convertible Preferred Stock in the calculation of net income or loss available to common stockholders or including the impact of the conversion of the Series A Convertible Preferred Stock into common stock in the calculation of the weighted average diluted shares outstanding. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may not mathematically reconcile.
(2) 
Except for the adjustments noted herein, this guidance does not include the effects of any future acquisitions/divestitures, restructuring activities, pension mark-to-market adjustments, taxes or other events, which are difficult to predict and which may or may not be significant.


Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (non-GAAP)
$ in millions
Q2 2017 QTD
 
Q2 2016 QTD
 
Q2 2017 YTD
 
Q2 2016 YTD
 
2017 Guidance
Net cash provided by operating activities
$
95

 
$
121

 
$
138

 
$
144

 
$805 - $830

Total capital expenditures
(75
)
 
(58
)
 
(127
)
 
(98
)
 
(285
)*
Net cash used in discontinued operations
(2
)
 
(8
)
 
(5
)
 
(20
)
 
(20
)
Free cash flow
$
18

 
$
55

 
$
6

 
$
26

 
$500 - $525


* Note: The total capital expenditures of $285 million in 2017 includes $70 million related to the new world headquarters in Atlanta, Georgia. This $70 million is offset by $45 million of expected reimbursements by the lessor included in net cash provided by operating activities.

8




Reconciliation of Revenue Growth % (GAAP) to
Revenue Growth Adjusted Constant Currency % (non-GAAP)
 
Three months ended June 30, 2017

Revenue Growth % (GAAP)
 
Favorable (unfavorable) FX impact
 
Divestiture impact
 
Revenue Growth Adjusted Constant Currency %
(non-GAAP)
   Software License
(6)%
 
—%
 
—%
 
(6)%
   Software Maintenance
—%
 
(1)%
 
—%
 
1%
   Cloud
9%
 
—%
 
—%
 
9%
   Professional Services
3%
 
(2)%
 
—%
 
5%
Software
3%
 
—%
 
—%
 
3%
Services
2%
 
(2)%
 
—%
 
4%
   ATMs
(21)%
 
(1)%
 
—%
 
(20)%
   SCO
37%
 
—%
 
—%
 
37%
   POS
18%
 
(2)%
 
—%
 
20%
   IPS
(91)%
 
—%
 
(70)%
 
(21)%
Hardware
(9)%
 
(1)%
 
(9)%
 
1%
Total Revenue
(2)%
 
(2)%
 
(3)%
 
3%

9



https://cdn.kscope.io/763856eabec44c4966dded7a816dbd35-image48.jpg
NCR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)
Schedule A
 
For the Periods Ended June 30
 
Three Months
 
Six Months
 
2017
 
2016
 
2017
 
2016
Revenue
 
 
 
 
 
 
 
Products
$
618

 
$
676

 
$
1,172

 
$
1,224

Services
975

 
944

 
1,899

 
1,840

Total Revenue
1,593

 
1,620

 
3,071

 
3,064

Cost of products
478

 
517

 
902

 
959

Cost of services
652

 
657

 
1,293

 
1,279

Total gross margin
463

 
446

 
876

 
826

% of Revenue
29.1
%
 
27.5
%
 
28.5
%
 
27.0
%
Selling, general and administrative expenses
227

 
229

 
456

 
453

Research and development expenses
58

 
50

 
125

 
103

Restructuring-related charges

 
4

 

 
6

Income from operations
178

 
163

 
295

 
264

% of Revenue
11.2
%
 
10.1
%
 
9.6
%
 
8.6
%
Interest expense
(41
)
 
(43
)
 
(80
)
 
(89
)
Other (expense), net
(7
)
 
(15
)
 
(14
)
 
(25
)
Total other (expense), net
(48
)
 
(58
)
 
(94
)
 
(114
)
Income before income taxes and discontinued operations
130

 
105

 
201

 
150

% of Revenue
8.2
%
 
6.5
%
 
6.5
%
 
4.9
%
Income tax expense
33

 
31

 
47

 
44

Income from continuing operations
97

 
74

 
154

 
106

Income from discontinued operations, net of tax
5

 

 
5

 

Net income
102

 
74

 
159

 
106

Net income attributable to noncontrolling interests

 
(2
)
 

 
(2
)
Net income attributable to NCR
$
102

 
$
76

 
$
159

 
$
108

Amounts attributable to NCR common stockholders:
 
 
 
 
 
 
 
Income from continuing operations
$
97

 
$
76

 
$
154

 
$
108

Dividends on convertible preferred stock
(12
)
 
(13
)
 
(24
)
 
(24
)
Deemed dividend on modification of convertible preferred stock

 

 
(4
)
 

Deemed dividend on convertible preferred shares related to redemption

 

 
(58
)
 

Net income from continuing operations attributable to NCR common stockholders
85

 
63

 
68

 
$
84

Income from discontinued operations, net of tax
5

 

 
5

 

Net income attributable to NCR common stockholders
$
90

 
$
63

 
$
73

 
$
84

Net income per share attributable to NCR common stockholders:
 
 
 
 
 
 
 
Net income per common share from continuing operations
 
 
 
 
 
 
 
Basic
$
0.70

 
$
0.51

 
$
0.56

 
$
0.66

Diluted
$
0.64

 
$
0.49

 
$
0.53

 
$
0.65

Net income per common share
 
 
 
 
 
 
 
Basic
$
0.74

 
$
0.51

 
$
0.60

 
$
0.66

Diluted
$
0.67

 
$
0.49

 
$
0.57

 
$
0.65

Weighted average common shares outstanding

 


 
 
 
 
Basic
121.4

 
123.8

 
122.1

 
127.1

Diluted
152.7

 
154.5

 
127.2

 
129.6


(1) Diluted EPS is determined using the most dilutive measure, either including the impact of the dividends and deemed dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss per common share from continuing operations and net income or loss per common share or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding.



10



https://cdn.kscope.io/763856eabec44c4966dded7a816dbd35-image48.jpg
NCR CORPORATION
REVENUE AND OPERATING INCOME SUMMARY
(Unaudited)
(in millions)
Schedule B

 
For the Periods Ended June 30
 
Three Months
 
Six Months
 
2017
 
2016
 
% Change
 
% Change Adjusted Constant Currency
 
2017
 
2016
 
% Change
 
% Change Adjusted Constant Currency
Revenue by segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Software
$
464

 
$
452

 
3%
 
3%
 
$
916

 
$
871

 
5%
 
6%
   Software Gross Margin Rate
49.1
%
 
51.5
%
 
 
 
 
 
50.2
%
 
51.0
%
 
 
 
 
Services
588

 
574

 
2%
 
4%
 
1,145

 
1,117

 
3%
 
4%
   Services Gross Margin Rate
25.3
%
 
21.6
%
 
 
 
 
 
23.7
%
 
21.0
%
 
 
 
 
Hardware
541

 
594

 
(9)%
 
1%
 
1,010

 
1,076

 
(6)%
 
7%
   Hardware Gross Margin Rate
18.9
%
 
18.2
%
 
 
 
 
 
17.8
%
 
16.9
%
 
 
 
 
Total Revenue
$
1,593

 
$
1,620

 
(2)%
 
3%
 
$
3,071

 
$
3,064

 
—%
 
6%
   Gross Margin Rate
30.1
%
 
28.7
%
 
 
 
 
 
29.7
%
 
28.1
%
 
 
 
 
Operating income by segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Software
$
128

 
$
144

 
 
 
 
 
$
253

 
$
259

 
 
 
 
% of Revenue
27.6
%
 
31.9
%
 
 
 
 
 
27.6
%
 
29.7
%
 
 
 
 
Services
75

 
49

 
 
 
 
 
120

 
83

 
 
 
 
% of Revenue
12.8
%
 
8.5
%
 
 
 
 
 
10.5
%
 
7.4
%
 
 
 
 
Hardware
12

 
14

 
 
 
 
 
2

 
4

 
 
 
 
% of Revenue
2.2
%
 
2.4
%
 
 
 
 
 
0.2
%
 
0.4
%
 
 
 
 
Subtotal-segment operating income
$
215

 
$
207

 
 
 
 
 
$
375

 
$
346

 
 
 
 
             % of Revenue
13.5
%
 
12.8
%
 
 
 
 
 
12.2
%
 
11.3
%
 
 
 
 
Other adjustments (1)
37

 
44

 
 
 
 
 
80

 
82

 
 
 
 
Total income from operations
$
178

 
$
163

 
 
 
 
 
$
295

 
$
264

 
 
 
 

(1) 
The following table presents the other adjustments for NCR:
 
For the Periods Ended June 30
 
Three Months
 
Six Months
In millions
2017
 
2016
 
2017
 
2016
Transformation/Restructuring costs
$
8

 
$
11

 
$
21

 
$
15

Acquisition-related amortization of intangible assets
28

 
32

 
57

 
64

Acquisition-related costs
1

 
1

 
2

 
3

Total other adjustments
$
37

 
$
44

 
$
80

 
$
82



11



https://cdn.kscope.io/763856eabec44c4966dded7a816dbd35-image48.jpg
NCR CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in millions, except per share amounts)
Schedule C
 
June 30,
2017
 
March 31, 2017
 
December 31,
2016
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
377

 
$
401

 
$
498

Accounts receivable, net
1,321

 
1,298

 
1,282

Inventories
828

 
800

 
699

Other current assets
290

 
281

 
278

Total current assets
2,816

 
2,780

 
2,757

Property, plant and equipment, net
304

 
288

 
287

Goodwill
2,736

 
2,732

 
2,727

Intangibles, net
618

 
645

 
672

Prepaid pension cost
107

 
100

 
94

Deferred income taxes
611

 
619

 
575

Other assets
575

 
561

 
561

Total assets
$
7,767

 
$
7,725

 
$
7,673

Liabilities and stockholders’ equity
 
 
 
 
 
Current liabilities
 
 
 
 
 
Short-term borrowings
$
267

 
$
252

 
$
50

Accounts payable
731

 
765

 
781

Payroll and benefits liabilities
205

 
181

 
234

Deferred service revenue and customer deposits
521

 
562

 
468

Other current liabilities
389

 
399

 
432

Total current liabilities
2,113

 
2,159

 
1,965

Long-term debt
3,015

 
3,076

 
3,001

Pension and indemnity plan liabilities
764

 
749

 
739

Postretirement and postemployment benefits liabilities
127

 
128

 
127

Income tax accruals
140

 
145

 
142

Other liabilities
161

 
143

 
138

Total liabilities
6,320

 
6,400

 
6,112

Redeemable noncontrolling interests
14

 
14

 
15

Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.8 shares issued and outstanding as of June 30, 2017 and 0.9 shares issued and outstanding as of December 31, 2016
786

 
776

 
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 June 30, 2017 and December 31, 2016, respectively

 

 

Common stock: par value $0.01 per share, 500.0 shares authorized, 121.4 and 124.6 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
1

 
1

 
1

Paid-in capital
25

 

 
32

Retained earnings
806

 
716

 
867

Accumulated other comprehensive loss
(190
)
 
(187
)
 
(205
)
Total NCR stockholders' equity
642

 
530

 
695

Noncontrolling interests in subsidiaries
5

 
5

 
4

Total stockholders' equity
647

 
535

 
699

Total liabilities and stockholders' equity
$
7,767

 
$
7,725

 
$
7,673


12



https://cdn.kscope.io/763856eabec44c4966dded7a816dbd35-image48.jpg
NCR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in millions)
Schedule D
 
For the Periods Ended June 30
 
Three Months

Six Months
 
2017
 
2016
 
2017
 
2016
Operating activities
 
 
 
 
 
 
 
Net income
$
102

 
$
74

 
$
159

 
$
106

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
Income from discontinued operations
(5
)
 

 
(5
)
 

Depreciation and amortization
87

 
86

 
172

 
175

Stock-based compensation expense
22

 
16

 
41

 
29

Deferred income taxes
7

 
15

 
4

 
20

Gain on sale of property, plant and equipment and other assets
(1
)
 

 
(1
)
 

Loss on divestiture

 
1

 

 
1

Impairment of long-lived and other assets

 
1

 

 
2

Changes in assets and liabilities:
 
 
 
 
 
 
 
Receivables
(11
)
 
(69
)
 
(28
)
 
(121
)
Inventories
(25
)
 
(40
)
 
(126
)
 
(123
)
Current payables and accrued expenses
(11
)
 
35

 
(93
)
 
4

Deferred service revenue and customer deposits
(46
)
 
34

 
50

 
131

Employee benefit plans
(9
)
 
(12
)
 
(6
)
 
(26
)
Other assets and liabilities
(15
)
 
(20
)
 
(29
)
 
(54
)
Net cash provided by operating activities
95

 
121

 
138

 
144

Investing activities
 
 
 
 
 
 
 
Expenditures for property, plant and equipment
(32
)
 
(15
)
 
(43
)
 
(24
)
Additions to capitalized software
(43
)
 
(43
)
 
(84
)
 
(74
)
Proceeds from divestiture

 
47

 

 
47

Other investing activities, net
1

 

 

 
(8
)
Net cash used in investing activities
(74
)
 
(11
)
 
(127
)
 
(59
)
Financing activities
 
 
 
 
 
 
 
Short term borrowings, net
10

 
10

 
13

 
1

Payments on term credit facilities
(14
)
 
(17
)
 
(25
)
 
(73
)
Payments on revolving credit facilities
(420
)
 
(251
)
 
(615
)
 
(431
)
Borrowings on revolving credit facilities
375

 
195

 
855

 
706

Debt issuance costs

 

 

 
(8
)
Repurchases of Company common stock

 
(37
)
 
(350
)
 
(250
)
Proceeds from employee stock plans
5

 
3

 
8

 
6

Tax withholding payments on behalf of employees
(2
)
 
(1
)
 
(24
)
 
(7
)
Other financing activities
(1
)
 

 
(1
)
 

Net cash used in financing activities
(47
)
 
(98
)
 
(139
)
 
(56
)
Cash flows from discontinued operations


 

 

 

Net cash used in discontinued operations
(2
)
 
(8
)
 
(5
)
 
(20
)
Effect of exchange rate changes on cash and cash equivalents
4

 
(5
)
 
12

 
(5
)
(Decrease)/increase in cash and cash equivalents
(24
)
 
(1
)
 
(121
)
 
4

Cash and cash equivalents at beginning of period
401

 
333

 
498

 
328

Cash and cash equivalents at end of period
$
377

 
$
332

 
$
377

 
$
332


13
a2017q2callslides
1 July 20, 2017 BILL NUTI, CHAIRMAN & CEO MARK BENJAMIN, PRESIDENT & COO BOB FISHMAN, CFO Q2 2017 EARNINGS CONFERENCE CALL


 
2 FORWARD-LOOKING STATEMENTS. Comments made during this conference call and in these materials contain forward-looking statements. Statements that describe or relate to NCR's plans, goals, intentions, strategies or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. The forward-looking statements in these materials include statements about the expected results of hardware revenue on attached software and Services revenue and on recurring revenue; the expected areas of focus for NCR’s Services segment in 2017; the completion of scheduled large customer ATM roll-outs and expected improvement in ATM revenue in in the back half of 2017; expected capital expenditures for 2017, including with respect to NCR’s new world headquarters; NCR’s full year 2017, 2017 segment and third quarter 2017 financial guidance, and the expected type and magnitude of the non-operational adjustments included in any forward-looking non-GAAP measures; NCR’s expected revenue and earnings per share trending for the third and fourth quarters of 2017; NCR’s confidence in its full year results; NCR’s solution offerings and their alignment with major market trends and customer demands; NCR’s backlog and key metrics; expectations for margin expansion and the drivers of margin expansion; the expected drivers of NCR’s growth; and the prioritization of free cash flow generation and a balanced capital allocation strategy. Forward- looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors listed in Item 1a "Risk Factors" of NCR's Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 24, 2017, and those factors detailed from time to time in NCR's other SEC reports. These materials are dated July 20, 2017, and NCR 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. NON-GAAP MEASURES. While NCR reports its results in accordance with generally accepted accounting principles in the United States (GAAP), comments made during this conference call and in these materials will include or make reference to certain "non-GAAP" measures, including: selected measures, such as period-over-period revenue growth, expressed on a constant currency basis and adjusted constant currency basis, gross margin rate (non-GAAP), operating margin rate (non-GAAP), diluted earnings per share (non-GAAP), free cash flow (FCF), gross margin (non-GAAP), free cash flow as a percentage of non-GAAP net income (or free cash flow conversion rate), net debt, adjusted EBITDA, the ratio of net debt to adjusted EBITDA, operating expenses (non-GAAP), operating income (non-GAAP), interest and other expense (non-GAAP), income tax expense (non-GAAP), income tax rate (non-GAAP), and net income (non-GAAP). These measures are included to provide additional useful information regarding NCR's financial results, and are not a substitute for their comparable GAAP measures. Explanations of these non- GAAP measures, and reconciliations of these non-GAAP measures to their directly comparable GAAP measures, are included in the accompanying "Supplementary Materials" and are available on the Investor Relations page of NCR's website at www.ncr.com. Descriptions of many of these non-GAAP measures are also included in NCR's SEC reports. USE OF CERTAIN TERMS. As used in these materials, (i) the term "recurring revenue" means the sum of cloud, hardware maintenance and software maintenance revenue, (ii) the term “net annual contract value” or “net ACV” for any particular period means NCR’s net bookings for cloud revenue during the period, and is calculated as twelve months of expected subscription revenues under new cloud contracts during such period less twelve months of subscription revenues under cloud contracts that expired or were terminated during such period, and (iii) the term "CC" means constant currency. These presentation materials and the associated remarks made during this conference call are integrally related and are intended to be presented and understood together. NOTES TO INVESTORS


 
3 OVERVIEW Q2 Results IN LINE WITH EXPECTATIONS Diversified REVENUE GROWTH Continued CLOUD growth of 9% with Net ACV up 13% Margin RATE EXPANSION driven by strength in Services 2017 Revenue, EPS, and Free Cash Flow GUIDANCE REAFFIRMED


 
4 Non-GAAP gross margin rate up 150 bps CC Non-GAAP Diluted EPS up 13% CC; Non-GAAP operating margin rate expanded 90 bps CC to 13.5% FCF as expected due to higher working capital to support increased revenue in later quarters FX ~(10) bps FX ~($0.01) $1.62 billion 28.7% 30.1% Q2 2016 Q2 2016 Q2 2017 $0.80 Q2 2016 Q2 2017 $55 million Q2 2016 $18 million Q2 2017 Revenue Non-GAAP Gross Margin Rate Non-GAAP Diluted EPS Free Cash Flow Revenue up 3% adjusted CC Recurring revenue up 4% CC, 45% of total revenue $1.59 billion Q2 2017 $0.72 IPS Sale and FX FX ~($19) million IPS ~($52 million) Q2 2017 FINANCIAL RESULTS


 
5 OMNI-CHANNEL MARKET Omni Channel Software • NCR's Omni-Channel Platform Hub and Applications • Enables seamless consumer experiences across physical and digital channels • Solutions Include: Retail One, Customer Experience Platform (CxP), Aloha Enterprise, NCR Silver Channel Transformation • Enables revenue growth, productivity gains, and modernized consumer experiences from the transformation of physical and digital channels • Solutions include: Branch, Store, Restaurant, and Venue Transformation • Drives smart-edge offerings: ATMs, SCO, mPOS, ePOS, Peripherals • Drives service offerings: Consulting Services, Implementation Services, Hardware Maintenance, Managed Services, High Availability Digital Enablement • Enables new business models driven by the growing digitalization movement • Solutions include: Real-Time Actionable Insights, Loyalty, Cloud/ATM Security, Loss & Fraud Prevention, Inventory and Labor Management, Cash Management, Secure Payments, Transaction Processing, Remote Deposit, Digital Check Processing


 
6 Up 3% CC Up 4% CC Up 1% adjusted CC (1) (1) Adjusted CC revenue growth excludes ~$52 million of IPS revenue from Q2 2016. Down 220 bps CC Up 410 bps CC Up 70 bps CC (1) Hardware revenue drives higher margin attached Software and Services revenue and future recurring revenue 51.5% 49.1% 21.6% 25.3% Q2 2016 Q2 2017 Q2 2016 Q2 2017 Software Gross Margin Services Gross Margin 18.2% 18.9% Q2 2016 Q2 2017 Hardware Gross Margin $452 million $464 million Q2 2016 Q2 2017 $574 million $588 million Q2 2017Q2 2016 Software Revenue Services Revenue $594 million $541 million Hardware Revenue IPS Sale and FX Q2 2017Q2 2016 Q2 2017 SEGMENT RESULTS


 
7 Q2 2017 Q2 2016 % Change % ChangeConstant Currency Software License $77 $82 (6)% (6)% Unattached License 50 50 —% —% Software Maintenance 91 91 —% 1% Cloud 145 133 9% 9% Professional Services 151 146 3% 5% Software Revenue $464 $452 3% 3% Non-GAAP Gross Margin $228 $233 (2)% (1)% Non-GAAP Gross Margin Rate 49.1% 51.5% (240) bps (220) bps Operating Income $128 $144 (11)% (10)% Operating Income as a % of Revenue 27.6% 31.9% (430) bps (400) bps $ in millions SOFTWARE Q2 2017 Update KEY HIGHLIGHTS • Cloud revenue up 9% driven by prior period bookings; Net ACV of $18 million, up 13% from prior year • Professional Services up 5% due to strength in channel transformation and digital enablement • Software Maintenance up 1% due to Software License revenue growth in prior periods • Software License down 6% due to lower unattached software that is now expected in the back half of the year • Gross Margin rate down due to mix of software revenue partially offset by improved efficiency and scale in Software Maintenance and Cloud; Expect margin rate expansion in the second half of the year • Continued investment in R&D in support of software growth strategy


 
8 Q2 2017 Q2 2016 % Change % Change Constant Currency Services Revenue $588 $574 2% 4% Non-GAAP Gross Margin $149 $124 20% 24% Non-GAAP Gross Margin Rate 25.3% 21.6% +370 bps +410 bps Operating Income $75 $49 53% 64% Operating Income as a % of Revenue 12.8% 8.5% +430 bps +470 bps $ in millions SERVICES Q2 2017 Update KEY HIGHLIGHTS • Hardware maintenance growth as a result of improving channel transformation trends, combined with increased managed and implementation services, drove higher revenue in the quarter; Backlog improving in form of higher file value • Gross margin rate increased due to on-going business process improvement initiatives and mix of higher value services • Key areas of focus to drive future margin rate improvements: 1) Drive a higher mix of managed services; 2) Productivity and efficiency improvements; 3) Remote diagnostics and repair; and 4) Product life-cycle management


 
9 Q2 2017 Q2 2016 % Change % Change Constant Currency ATMs $227 $286 (21)% (20)% Self-Checkout (SCO) 96 70 37% 37% Point-of-Sale (POS) 213 180 18% 20% Interactive Printer Solutions (IPS) 5 58 (91)% (21)% (1) Hardware Revenue $541 $594 (9)% 1% (1) Non-GAAP Gross Margin $102 $108 (6)% (6)% Non-GAAP Gross Margin Rate 18.9% 18.2% +70 bps +70 bps Operating Income $12 $14 (14)% (18)% Operating Income as a % of Revenue 2.2% 2.4% (20) bps (30) bps $ in millions(1) % change constant currency adjusted for FX and the divestiture of IPS. HARDWARE Q2 2017 Update KEY HIGHLIGHTS • SCO revenue up significantly due to store transformation traction globally • Strong growth in POS revenues due to new product introductions and replacement cycle • ATM revenue down as anticipated; ATM revenue expected to improve in Q4 as large customer roll-outs are scheduled to take place • Gross margin rate increase due to scale gains from new product introductions • New product introductions expanding to global markets • Hardware revenue drives higher margin attached revenue and future recurring revenue


 
10 QTD YTD Q2 2017 Q2 2016 Q2 2017 Q2 2016 FY 2017E FY 2016 Cash Provided by Operating Activities $95 $121 $138 $144 $805 - $830 $894 Total capital expenditures (1) (75) (58) (127) (98) (285) (227) Cash used in Discontinued Operations (2) (8) (5) (20) (20) (39) Free Cash Flow $18 $55 $6 $26 $500 - $525 $628 Free Cash Flow as a % of non-GAAP net income(2) 95% - 100% 132% $ in millions (1) The total capital expenditures of $285 million in 2017 includes $70 million related to the new world headquarters in Atlanta, Georgia. This $70 million is offset by $45 million of expected reimbursements by the lessor included in net cash provided by operating activities. (2) Also referred to as Free Cash Flow Conversion Rate. FREE CASH FLOW


 
11 Q2 2017 Q1 2017 Q4 2016 Q2 2016 Debt $3,282 $3,328 $3,051 $3,457 Cash (377) (401) (498) (332) Net Debt $2,905 $2,927 $2,553 $3,125 Adjusted EBITDA (1) $1,117 $1,095 $1,061 $1,020 Net Debt / Adjusted EBITDA 2.6x 2.7x 2.4x 3.1x $ in millions, except metrics(1) Adjusted EBITDA for the trailing twelve-month period. NET DEBT AND EBITDA METRICS


 
12 2017 Guidance 2017 CC GrowthRates 2016 Revenue (1) $6,630 - $6,750 4% - 6% $6,543 GAAP Diluted EPS (2) $2.20 - $2.32 22% - 29% $1.80 Non-GAAP Diluted EPS (1)(3) $3.32 - $3.42 10% - 13% $3.02 2017 Guidance 2017 ConversionRate 2016 Free Cash Flow $500 - $525 95% - 100% $628 (1) The 2017 revenue guidance and growth rates include an expected unfavorable foreign currency impact of $25 million, or ~1%, compared to our previous expectation of $65 million, or ~1%. Revenue growth rates also exclude ~$124 million million of IPS revenue, or ~2%, from 2016. The 2017 current non-GAAP diluted EPS guidance includes $0.01 favorable impact from expected foreign currency. (2) FY 2017 guidance does not include an estimate of the pension mark-to-market adjustments. (3) For the 2017 guidance, we have assumed OIE of approximately $205 million, an effective tax rate of 25% and a share count of 157 million compared to OIE of $214 million, an effective tax rate of 23% and a share count of 157 million in 2016. $ millions, except per share amounts FY 2017 GUIDANCE


 
13 Segment 2017E CC Growth Rates(1) FY 2017 Guidance FY 2016 Software 6% - 7% $1,945 - $1,965 $1,841 Cloud Revenue 6% - 8% $590 - $600 $556 Services 2% - 4% $2,335 - $2,375 2,306 Hardware (2) 3% - 6% $2,350 - $2,410 2,396 Total (1) (2) 4% - 6% $6,630 - $6,750 $6,543 $ in millions (1) The 2017 revenue guidance and growth rates include an expected foreign currency negative impact of $25 million for revenue, or ~1%, compared to prior guidance of $65 million, or 1%. (2) The growth rates for Hardware revenue and total revenue are normalized for the sale of the IPS business, which was $124 million of Hardware revenue in 2016. FY 2017 SEGMENT REVENUE GUIDANCE


 
14 Q3 2017E Q3 2016 CC GrowthRates Revenue (1) $1,660 - $1,700 $1,677 0% - 2% GAAP Diluted EPS $0.65 - $0.72 $0.69 (6)% - 4% Non-GAAP Diluted EPS (1) (2) $0.88 - $0.93 $0.87 4% - 9% $ millions, except per share amounts (1) The Q3 2017 revenue guidance and growth rates include an expected foreign currency headwind of $10 million, or roughly 1%. The Q3 2017 non- GAAP diluted EPS guidance includes an expected foreign currency negative impact of $0.02. (2) For Q3 2017, we have assumed OIE of approximately $50 million, an effective tax rate of 24% and a share count of 155 million compared to OIE of $49 million, an effective tax rate of 24% and a share count of 155 million in Q3 2016. Q3 2017 GUIDANCE


 
15 Q3 YTD Fourth Quarter $ % of Total $ % of Total Revenue (1) 2017 Guidance (mid-point) $4,756 71% $1,934 29% 2016 Results $4,599 72% $1,794 28% 3 year average $4,533 73% $1,684 27% Diluted EPS (non-GAAP) 2017 Guidance (mid-point) $2.27 67% $1.11 33% 2016 Results $1.97 65% $1.07 35% 3 year average $1.90 67% $0.94 33% $ in millions, except per share amounts(1) The 2016 and 3 year average revenues exclude IPS revenues REVENUE AND EPS TRENDING


 
16 LOOKING FORWARD Q2 results as expected and remain confident for full year NCR's solution offerings aligned with major market trends and customer demands Backlog and key metrics remain strong Software growth combined with our business transformation program is the key to margin expansion Omni-Channel, Channel Transformation, and Digital Enablement continue to be strong growth drivers Free cash flow generation and balanced capital allocation strategy remains a top priority


 
17 SUPPLEMENTARY MATERIALS


 
18 Q2 2017 Q2 2016 As Reported Revenue $1,593 $1,620 (2)% Gross Margin 463 446 4% Gross Margin Rate 29.1% 27.5% Operating Expenses 285 283 1% % of Revenue 17.9% 17.5% Operating Income 178 163 9% % of Revenue 11.2% 10.1% Interest and other expense (48) (58) (17)% Income Tax Expense 33 31 6% Income Tax Rate 25% 30% Net Income $97 $76 28% Diluted EPS $0.64 $0.49 31% $ millions, except per share amounts Q2 2017 GAAP RESULTS


 
19 Q2 2017 Q2 2016 As Reported Constant Currency Revenue $1,593 $1,620 (2)% 3% (1) Gross Margin (non-GAAP) 479 465 3% 5% Gross Margin Rate (non-GAAP) 30.1% 28.7% +140 bps +150 bps Operating Expenses (non-GAAP) 264 258 2% 3% % of Revenue 16.6% 15.9% Operating Income (non-GAAP) 215 207 4% 6% % of Revenue 13.5% 12.8% +70 bps +90 bps Interest and other expense (48) (53) (9)% (2)% Income Tax Expense (non-GAAP) 45 45 —% Income Tax Rate (non-GAAP) 27% 29% Net Income (non-GAAP) $122 $111 10% 11% Diluted EPS (non-GAAP) (2) $0.80 $0.72 11% 13% (1) Adjusted CC revenue growth excludes $52 million of IPS revenue from Q2 2016. The negative impact of FX was $19 million. (2) Q2 2017 includes $0.01 of unfavorable EPS impact related to foreign currency headwinds. Diluted share count of 152.7 million in Q2 2017 and 154.5 million in Q2 2016. $ millions, except per share amounts Q2 2017 OPERATIONAL RESULTS


 
20 While NCR reports its results in accordance with generally accepted accounting principles (GAAP) in the United States, comments made during this conference call and in these materials will include non-GAAP measures. These measures are included to provide additional useful information regarding NCR's financial results, and are not a substitute for their comparable GAAP measures. Operating Income (non-GAAP), Diluted EPS (non-GAAP), Gross Margin (non-GAAP), Gross Margin Rate (non-GAAP), Operating Margin Rate (non-GAAP), Interest and Other expense (non-GAAP), Income Tax Rate (non-GAAP), Net Income (non-GAAP), Operating Expenses (non-GAAP) and Income Tax Expense (non-GAAP). NCR’s operating income (non-GAAP), diluted earnings per share (non-GAAP), gross margin (non-GAAP), gross margin rate (non-GAAP), operating margin rate (non-GAAP), interest and other expense (non-GAAP), income tax rate (non-GAAP), and net income (non-GAAP), operating expenses (non-GAAP) and income tax expense (non-GAAP) are determined by excluding pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition related intangibles, from NCR's GAAP income (loss) from operations, earnings per share, gross margin, gross margin rate, operating margin rate, interest and other expense, effective tax rate net income, operating expenses and income tax expense, respectively. Due to the non-operational nature of these pension and other special items, NCR's management uses these non-GAAP measures to evaluate year-over-year operating performance. NCR also uses operating income (non-GAAP) and non-GAAP diluted EPS, to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. NCR believes these measures are useful for investors because they provide a more complete understanding of NCR's underlying operational performance, as well as consistency and comparability with NCR's past reports of financial results. Free Cash Flow and Free Cash Flow as a Percentage of Non-GAAP Net Income (or Free Cash Flow Conversion Rate). NCR defines free cash flow as net cash provided by/used in operating activities and cash flow provided by/used in discontinued operations less capital expenditures for property, plant and equipment, additions to capitalized software, discretionary pension contributions and pension settlements. 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 which can be used 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. NCR also describes free cash flow as a percentage of non-GAAP net income (or free cash flow conversion rate), which is calculated as free cash flow divided by non- GAAP net income. NCR’s management targets an annual free cash flow conversion rate at or above the range described in these materials because management believes that a conversion rate at or above that range represents the efficient conversion of non- GAAP net income to free cash flow for its business. Free cash flow and free cash flow conversion rate do not have uniform definitions under GAAP and, therefore, NCR's definitions may differ from other companies' definition of these measures. NON-GAAP MEASURES


 
21 Constant Currency, IPS Divestiture and Adjusted Constant Currency. NCR presents certain financial measures, such as period-over- period revenue growth, on a constant currency basis, which excludes the effects of foreign currency translation by translating prior period results at current period monthly average exchange rates. Due to the overall variability of foreign exchange rates from period to period, NCR’s management uses constant currency measures to evaluate period-over-period operating performance on a more consistent and comparable basis. NCR also presents certain financial measures on an adjusted constant currency basis, which excludes both the effects of foreign currency translation, as described above, and the results of NCR’s Interactive Printer Solutions (IPS) business for the comparable prior period after completion of the sale of the business (which results were previously included in NCR’s Hardware segment). NCR completed the sale of all but the Middle East and Africa assets of its Interactive Printer Solutions (IPS) division to Atlas Holdings LLC on May 27, 2016. NCR’s management believes that presentation of financial measures without these results is more representative of the company's period-over-period operating performance, and provides additional insight into historical and/or future performance, which may be helpful for investors.which the company is able to convert its non-GAAP net income to cash. Net Debt and Adjusted EBITDA. NCR believes that Net Debt provides useful information to investors because NCR’s management reviews Net Debt as part of its management of overall liquidity, financial flexibility, capital structure and leverage. In addition, certain debt rating agencies, creditors and credit analysts monitor NCR’s Net Debt as part of their assessments of NCR’s business. NCR determines Net Debt based on its total debt less cash and cash equivalents, with total debt being defined as total short-term borrowings plus total long-term debt. NCR believes that Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization) provides useful information to investors because it is an indicator of the strength and performance of the Company's ongoing business operations, including its ability to fund discretionary spending such as capital expenditures, strategic acquisitions and other investments. NCR determines Adjusted EBITDA for a given period based on its GAAP income (loss) from continuing operations plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus other income (expense); plus pension expense (benefit); and plus special items. NCR believes that its ratio of net debt to Adjusted EBITDA provides useful information to investors because it is an indicator of the company's ability to meet its future financial obligations. NCR believes that its ratio of Net Debt to Adjusted EBITDA provides useful information to investors because it is an indicator of the company's ability to meet its future financial obligations. In addition, the Net Debt to Adjusted EBITDA ratio is measures frequently used by investors and credit rating agencies. The Net Debt to Adjusted EBITDA ratio is calculated by dividing Net Debt by trailing twelve- month Adjusted EBITDA. NCR management's definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. These non-GAAP measures are reconciled to their corresponding GAAP measures in the following slides and elsewhere in these materials. These reconciliations and other information regarding these non-GAAP measures are also available on the Investor Relations page of NCR's website at www.ncr.com. NON-GAAP MEASURES


 
22 Net Income from Continuing Operations Attributable to NCR (GAAP) to Adjusted EBITDA (non-GAAP) in millions Q2 2017 LTM Q1 2017 LTM Q4 2016 LTM Q2 2016 LTM Net Income from Continuing Operations Attributable to NCR (GAAP) $329 $308 $283 $258 Pension Mark-to-Market Adjustments 85 85 85 30 Transformation/Restructuring Costs 32 35 26 65 Acquisition-Related Amortization of Intangibles 116 120 123 126 Acquisition-Related Costs 6 6 7 9 Reserve related to a subcontract in MEA — — — 20 Divestiture and Liquidation Losses 1 6 6 39 Net Income (Loss) from Continuing Operations Attributable to Noncontrolling Interests 6 4 4 (1) Interest Expense 161 163 170 173 Interest Income (4) (4) (4) (5) Depreciation and Amortization 217 212 208 190 Income Taxes 95 93 92 65 Stock Compensation Expense 73 67 61 51 Adjusted EBITDA (non-GAAP) $1,117 $1,095 $1,061 $1,020 GAAP TO NON-GAAP RECONCILIATION


 
23 in millions (except per share amounts) Q2 QTD 2017 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Q2 QTD 2017 non-GAAP Product revenue $618 $— $— $— $618 Service revenue 975 — — — 975 Total revenue 1,593 — — — 1,593 Cost of products 478 — (6) — 472 Cost of services 652 (4) (6) — 642 Gross margin 463 4 12 — 479 Gross margin rate 29.1% 0.3% 0.7% —% 30.1% Selling, general and administrative expenses 227 (3) (16) (1) 207 Research and development expenses 58 (1) — — 57 Total operating expenses 285 (4) (16) (1) 264 Total operating expense as a % of revenue 17.9% (0.3)% (1.0)% (0.1)% 16.6% Income (loss) from operations 178 8 28 1 215 Income (loss) from operations as a % of revenue 11.2% 0.5% 1.7% 0.1% 13.5% Interest and Other (expense) income, net (48) — — — (48) Income (loss) from continuing operations before income taxes 130 8 28 1 167 Income tax expense (benefit) 33 2 9 1 45 Effective tax rate 25% 27% Income (loss) from continuing operations 97 6 19 — 122 Net income (loss) attributable to noncontrolling interests — — — — — Income (loss) from continuing operations (attributable to NCR) $97 $6 $19 $— $122 Diluted earnings per share $0.64 $0.04 $0.12 $— $0.80 Diluted shares outstanding 152.7 152.7 GAAP TO NON-GAAP RECONCILIATION Q2 2017 QTD


 
24 in millions (except per share amounts) Q2 QTD 2017 GAAP Q2 QTD 2017 non-GAAP Income (loss) from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $97 $122 (Loss) income from continuing operations attributable to NCR common stockholders $97 $122 Weighted average outstanding shares: Weighted average diluted shares outstanding 126.1 126.1 Weighted as-if converted preferred shares 26.6 26.6 Total shares used in diluted earnings per share 152.7 152.7 Diluted (loss) earnings per share (1) $0.64 $0.80 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Non-GAAP EPS is always determined using the as-if converted preferred shares and shares that would be issued for stock compensation awards. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile. GAAP TO NON-GAAP RECONCILIATION Q2 2017 QTD


 
25 in millions (except per share amounts) Q2 QTD 2016 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Divestiture and Liquidation Losses Q2 QTD 2016 non-GAAP Product revenue $676 $— $— $— $— $676 Service revenue 944 — — — — 944 Total revenue 1,620 — — — — 1,620 Cost of products 517 — (9) — — 508 Cost of services 657 (4) (6) — — 647 Gross margin 446 4 15 — — 465 Gross margin rate 27.5% 0.2% 1.0% —% —% 28.7% Selling, general and administrative expenses 229 (3) (17) (1) — 208 Research and development expenses 50 — — — — 50 Restructuring-related charges 4 (4) — — — — Total expenses 283 (7) (17) (1) — 258 Total expense as a % of revenue 17.5% (0.4)% (1.1)% (0.1)% —% 15.9% Income (loss) from operations 163 11 32 1 — 207 Income (loss) from operations as a % of revenue 10.1% 0.7% 1.9% 0.1% —% 12.8% Interest and Other (expense) income, net (58) — — — 5 (53) Income (loss) from continuing operations before income taxes 105 11 32 1 5 154 Income tax expense (benefit) 31 3 11 — — 45 Effective tax rate 30% 29% Income (loss) from continuing operations 74 8 21 1 5 109 Net income (loss) attributable to noncontrolling interests (2) — — — — (2) Income (loss) from continuing operations (attributable to NCR) $76 $8 $21 $1 $5 $111 Diluted earnings per share $0.49 $0.05 $0.14 $0.01 $0.03 $0.72 Diluted shares outstanding 154.5 154.5 GAAP TO NON-GAAP RECONCILIATION Q2 2016 QTD


 
26 in millions (except per share amounts) Q2 QTD 2016 GAAP Q2 QTD 2016 non-GAAP Income from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $76 $111 Income from continuing operations attributable to NCR common stockholders $76 $111 Weighted average outstanding shares: Weighted average diluted shares outstanding 126.5 126.5 Weighted as-if converted preferred shares 28.0 28.0 Total shares used in diluted earnings per share 154.5 154.5 Diluted earnings per share (1) $0.49 $0.72 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Non-GAAP EPS is always determined using the as-if converted preferred shares and shares that would be issued for stock compensation awards. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile. GAAP TO NON-GAAP RECONCILIATION Q2 2016 QTD


 
27 in millions (except per share amounts) Q2 YTD 2017 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Q2 YTD 2017 non-GAAP Product revenue $1,172 $— $— $— $1,172 Service revenue 1,899 — — — 1,899 Total revenue 3,071 — — — 3,071 Cost of products 902 (2) (13) — 887 Cost of services 1,293 (8) (12) — 1,273 Gross margin 876 10 25 — 911 Gross margin rate 28.5% 0.4% 0.8% —% 29.7% Selling, general and administrative expenses 456 (7) (32) (2) 415 Research and development expenses 125 (4) — — 121 Total operating expenses 581 (11) (32) (2) 536 Total operating expense as a % of revenue 18.9% (0.4)% (1.0)% (0.1)% 17.5% Income (loss) from operations 295 21 57 2 375 Income (loss) from operations as a % of revenue 9.6% 0.6% 1.9% 0.1% 12.2% Interest and Other (expense) income, net (94) — — — (94) Income (loss) from continuing operations before income taxes 201 21 57 2 281 Income tax expense (benefit) 47 6 18 1 72 Effective tax rate 23% 26% Income (loss) from continuing operations 154 15 39 1 209 Net income (loss) attributable to noncontrolling interests — — — — — Income (loss) from continuing operations (attributable to NCR) $154 $15 $39 $1 $209 Diluted earnings per share $0.53 $0.10 $0.25 $0.01 $1.35 Diluted shares outstanding 127.2 154.7 GAAP TO NON-GAAP RECONCILIATION Q2 2017 YTD


 
28 in millions (except per share amounts) Q2 YTD 2017 GAAP Q2 YTD 2017 non-GAAP Income (loss) from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $154 $209 Dividends on convertible preferred shares (24) — Deemed dividend on modification of convertible preferred shares (4) — Deemed dividend on convertible preferred shares related to redemption value accretion (58) — (Loss) income from continuing operations attributable to NCR common stockholders $68 $209 Weighted average outstanding shares: Weighted average diluted shares outstanding 127.2 127.2 Weighted as-if converted preferred shares — 27.5 Total shares used in diluted earnings per share 127.2 154.7 Diluted (loss) earnings per share (1) $0.53 $1.35 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Non-GAAP EPS is always determined using the as-if converted preferred shares and shares that would be issued for stock compensation awards. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile. GAAP TO NON-GAAP RECONCILIATION Q2 2017 YTD


 
29 in millions (except per share amounts) Q2 YTD 2016 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Divestiture and Liquidation Losses Q2 YTD 2016 non-GAAP Product revenue $1,224 $— $— $— $— $1,224 Service revenue 1,840 — — — — 1,840 Total revenue 3,064 — — — — 3,064 Cost of products 959 — (19) — — 940 Cost of services 1,279 (4) (12) — — 1,263 Gross margin 826 4 31 — — 861 Gross margin rate 27.0% 0.1% 1.0% —% —% 28.1% Selling, general and administrative expenses 453 (5) (33) (3) — 412 Research and development expenses 103 — — — — 103 Restructuring-related charges 6 (6) — — — — Total expenses 562 (11) (33) (3) — 515 Total expense as a % of revenue 18.3% (0.4)% (1.0)% (0.1)% —% 16.8% Income (loss) from operations 264 15 64 3 — 346 Income (loss) from operations as a % of revenue 8.6% 0.5% 2.1% 0.1% —% 11.3% Interest and Other (expense) income, net (114) — — — 5 (109) Income (loss) from continuing operations before income taxes 150 15 64 3 5 237 Income tax expense (benefit) 44 2 20 1 — 67 Effective tax rate 29% 28% Income (loss) from continuing operations 106 13 44 2 5 170 Net income (loss) attributable to noncontrolling interests (2) — — — — (2) Income (loss) from continuing operations (attributable to NCR) $108 $13 $44 $2 $5 $172 Diluted earnings per share $0.65 $0.08 $0.28 $0.01 $0.03 $1.09 Diluted shares outstanding 129.6 157.4 GAAP TO NON-GAAP RECONCILIATION Q2 2016 YTD


 
30 in millions (except per share amounts) Q2 YTD 2016 GAAP Q2 YTD 2016 non-GAAP Income from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $108 $172 Dividends on convertible preferred shares (24) — Income from continuing operations attributable to NCR common stockholders $84 $172 Weighted average outstanding shares: Weighted average diluted shares outstanding 129.6 129.6 Weighted as-if converted preferred shares — 27.8 Total shares used in diluted earnings per share 129.6 157.4 Diluted earnings per share (1) $0.65 $1.09 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Non-GAAP EPS is always determined using the as-if converted preferred shares and shares that would be issued for stock compensation awards. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile. GAAP TO NON-GAAP RECONCILIATION Q2 2016 YTD


 
31 in millions (except per share amounts) Q3 QTD 2016 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Q3 QTD 2016 non-GAAP Product revenue $708 $— $— $— $708 Service revenue 969 — — — 969 Total revenue 1,677 — — — 1,677 Cost of products 528 — (8) — 520 Cost of services 672 — (6) — 666 Gross margin 477 — 14 — 491 Gross margin rate 28.4% —% 0.9% —% 29.3% Selling, general and administrative expenses 225 (1) (17) (2) 205 Research and development expenses 56 — — — 56 Restructuring-related charges 7 (7) — — — Total operating expenses 288 (8) (17) (2) 261 Total operating expense as a % of revenue 17.2% (0.5)% (1.0)% (0.1)% 15.6% Income (loss) from operations 189 8 31 2 230 Income (loss) from operations as a % of revenue 11.3% 0.5% 1.8% 0.1% 13.7% Interest and Other (expense) income, net (49) — — — (49) Income (loss) from continuing operations before income taxes 140 8 31 2 181 Income tax expense (benefit) 31 1 11 1 44 Effective tax rate 22% 24% Income (loss) from continuing operations 109 7 20 1 137 Net income (loss) attributable to noncontrolling interests 2 — — — 2 Income (loss) from continuing operations (attributable to NCR) $107 $7 $20 $1 $135 Diluted earnings per share $0.69 $0.05 $0.12 $0.01 $0.87 Diluted shares outstanding 155.4 155.4 GAAP TO NON-GAAP RECONCILIATION Q3 2016 QTD


 
32 in millions (except per share amounts) FY 2016 GAAP Restructuring / Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Divestiture and Liquidations Losses Pension mark- to-market adjustments FY 2016 non-GAAP Product revenue $2,737 $— $— $— $— $— $2,737 Service revenue 3,806 — — — — — 3,806 Total revenue 6,543 — — — — — 6,543 Cost of products 2,102 — (34) — — (34) 2,034 Cost of services 2,659 (4) (24) — — (4) 2,627 Gross margin 1,782 4 58 — — 38 1,882 Gross margin rate 27.2% 0.1% 0.8% —% —% 0.6% 28.8% Selling, general and administrative expenses 926 (7) (65) (7) — (24) 823 Research and development expenses 242 — — — — (23) 219 Restructuring-related charges 15 (15) — — — — — Total expenses 1,183 (22) (65) (7) — (47) 1,042 Total expense as a % of revenue 18.1% (0.3)% (1.0)% (0.1)% —% (0.7)% 15.9% Income (loss) from operations 599 26 123 7 — 85 840 Income (loss) from operations as a % of revenue 9.2% 0.4% 1.9% 0.1% —% 1.3% 12.8% Interest and Other (expense) income, net (220) — — — 6 — (214) Income (loss) from continuing operations before income taxes 379 26 123 7 6 85 626 Income tax expense (benefit) 92 5 40 2 1 7 147 Effective tax rate 24% 23% Income (loss) from continuing operations 287 21 83 5 5 78 479 Net income (loss) attributable to noncontrolling interests 4 — — — — — 4 Income (loss) from continuing operations (attributable to NCR) $283 $21 $83 $5 $5 $78 $475 Diluted earnings per share $1.80 $0.13 $0.53 $0.03 $0.03 $0.50 $3.02 Diluted Shares outstanding 157.4 157.4 GAAP TO NON-GAAP RECONCILIATION FY 2016


 
33 in millions (except per share amounts) FY 2016 GAAP FY 2016non-GAAP Income from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $283 $475 Income from continuing operations attributable to NCR common stockholders $283 $475 Weighted average outstanding shares: Weighted average diluted shares outstanding 129.2 129.2 Weighted as-if converted preferred shares 28.2 28.2 Total shares used in diluted earnings per share 157.4 157.4 Diluted earnings per share (1) $1.80 $3.02 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends on NCR's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Non-GAAP EPS is always determined using the as-if converted preferred shares and shares that would be issued for stock compensation awards. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile. GAAP TO NON-GAAP RECONCILIATION FY 2016


 
34 Revenue Growth % (GAAP) to Revenue Growth Adjusted Constant Currency % (non-GAAP) Q2 2017 QTD Revenue Growth % (GAAP) Favorable (unfavorable) FX impact Divestiture impact Revenue Growth Adjusted Constant Currency % (non- GAAP) Software License (6)% —% —% (6)% Software Maintenance —% (1)% —% 1% Cloud 9% —% —% 9% Professional Services 3% (2)% —% 5% Software 3% —% —% 3% Services 2% (2)% —% 4% ATMs (21)% (1)% —% (20)% Self-Checkout (SCO) 37% —% —% 37% Point-of-Sale (POS) 18% (2)% —% 20% Interactive Printer Solutions (IPS) (91)% —% (70)% (21)% Hardware (9)% (1)% (9)% 1% Total Revenue (2)% (2)% (3)% 3% GAAP TO NON-GAAP RECONCILIATION


 
35 Gross Margin Growth % (GAAP) to Gross Margin Growth % on a Constant Currency Basis (non-GAAP) Q2 2017 QTD Gross Margin Growth % Reported Favorable (unfavorable) FX impact Constant Currency Gross Margin Growth % (non-GAAP) Software (2)% (1)% (1)% Services 20% (4)% 24% Hardware (6)% —% (6)% Total Gross Margin 3% (2)% 5% GAAP TO NON-GAAP RECONCILIATION


 
36 Operating Income Growth % (GAAP) to Operating Income Growth % on a Constant Currency Basis (non-GAAP) Q2 2017 QTD Operating Income Growth % Reported Favorable (unfavorable) FX impact Constant Currency Operating Income Growth % (non-GAAP) Software (11)% (1)% (10)% Services 53% (11)% 64% Hardware (14)% 4% (18)% Total Operating Income 4% (2)% 6% GAAP TO NON-GAAP RECONCILIATION


 
37 GAAP TO NON-GAAP RECONCILIATION Gross Margin Growth bps (GAAP) to Gross Margin Growth bps on a Constant Currency Basis (non-GAAP) Q2 2017 QTD Gross Margin bps Growth Reported Favorable (unfavorable) FX impact Constant Currency Gross Margin bps Growth (non-GAAP) Software -240 bps -20 bps -220 bps Services +370 bps -40 bps +410 bps Hardware +70 bps — bps +70 bps Total Gross Margin bps +140 bps -10 bps +150 bps


 
38 Operating Income Growth bps (GAAP) to Operating Income Growth bps on a Constant Currency Basis (non-GAAP) Q2 2017 QTD Operating Income bps Growth Reported Favorable (unfavorable) FX impact Constant Currency Operating Income bps Growth (non-GAAP) Software -430 bps -30 bps -400 bps Services +430 bps -40 bps +470 bps Hardware -20 bps +10 bps -30 bps Total Operating Income +70 bps -20 bps +90 bps GAAP TO NON-GAAP RECONCILIATION


 
39 GAAP TO NON-GAAP RECONCILIATION Diluted Earnings per Share (GAAP) to Diluted Earnings per Share (non-GAAP) 2017 Guidance Q3 2017E Diluted EPS (GAAP) (1) $2.20 - $2.32 $0.65 - $0.72 Transformation costs 0.14 - 0.17 0.02 - 0.05 Acquisition-Related Amortization of Intangibles 0.49 0.13 Acquisition-Related Costs 0.03 0.01 Deemed dividends related to Blackstone Transaction 0.39 — Non-GAAP Diluted EPS $3.32 - $3.42 $0.88 - $0.93 (1) Except for the adjustments noted herein, this guidance does not include the effects of any future acquisitions/divestitures, restructuring activities, pension mark-to-market adjustments, taxes or other events, which are difficult to predict and which may or may not be significant.


 
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