NCR Annual Report 2001 | Quarterlytics

Plain-text annual report

REVENUE RESULTS OF OPERATIONS1 year ended december 31 dollars in millions, except per share amounts TABLE OF CONTENTS data warehousing fﬁnancial self service retail store automation systemedia payment and imaging other 1999 2000 2001 Lars Nyberg C.K. Prahalad NCR BOARD OF DIRECTORS revenue cost of revenue selling, general and administrative expenses research and development expenses operating income other expense (income), net net income 1999 2000 2001 $ 6,196 $ 5,959 $ 5,917 4,298 1,354 341 203 (59) 162 4,054 1,327 308 270 (70) 229 4,117 1,273 293 234 21 142 earnings per diluted share $ 1.61 $ 2.34 $ 1.43 1For comparability purposes, this ﬁnancial information excludes: the provision for loans and receivables related to Credit Card Center (CCC); a charge for an environmental matter; acquisition-related in-process research and development and integration charges; the cumulative effect of an accounting change; the beneﬁt from a favorable resolution of international tax issues; restructuring and other related charges; signiﬁcant gains from asset sales; and, a favorable impact from a tax valuation allowance release (see Notes 1, 2, 5, 8 and 9 of Notes to Consolidated Financial Statements). Including these items, net income per diluted share would have been $3.35, $1.82 and $2.18, in 1999, 2000 and 2001, respectively (see Consolidated Statements of Income). overview at-a-glance letter to shareholders management’s discussion and analysis report of management report of independent accountants consolidated statements of income consolidated balance sheets consolidated statements of cash flows consolidated statements of changes in stockholders’ equity notes to consolidated financial statements selected financial data stockholder information executive officers board of directors 1 2 4 7 19 19 20 21 22 23 24 43 44 44 inside back cover C.K. Prahalad has been the Chairman of PRAJA, Inc., a software company located in San Diego, California, since May 2000. Mr. Prahalad is on a two-year leave of absence from the University of Michigan, where he is the Harvey Freuhauf Professor of Business Administration. Mr. Prahalad is a specialist in corporate strategy and the role of top management in large, diversiﬁed, multi-national companies. Since completing his D.B.A. at Harvard University, he has been a visiting research fellow at Harvard, a professor at the Indian Institute of Management, and a visiting professor at the European Institute of Business Administration. James Robbins Since 1994, James Robbins has served as President and Chief Executive Officer of Cox Communications, Inc. He was President of the Cable Division of Cox Enterprises, Inc. from 1985 to 1994. Prior to joining Cox in 1983, he worked for Continental Cablevision and Viacom Communications, Inc. William Stavropoulos William Stavropoulos is Chairman of the Board of Directors and Chairman of the Executive Committee of The Dow Chemical Company. From 1995 until November 2000, he also was the President and Chief Executive Officer of Dow Chemical. He joined Dow Chemical in 1967 and assumed his current duties in 1995. Chairman of the Board and Chief Executive Officer Lars Nyberg joined NCR in 1995. Prior to coming to NCR, he held a number of positions with Philips Electronics NV, including Chairman and CEO of its Communications Division and the head of its Computer Division, where he led a turnaround of Philips' computer business. David Holmes David Holmes was Chairman of The Reynolds and Reynolds Company from 1990 to January 1, 2002. Mr. Holmes also served as its Chief Executive Officer from 1989 until November 2000, and its President from 1989 to 1999. He joined Reynolds and Reynolds in 1984 as Senior Vice President of its Computer Systems Division. Linda Fayne Levinson Linda Fayne Levinson has been a partner with GRP Partners, a private equity investment fund, since 1997. From 1994 to 1999, she also was President of Fayne Levinson Associates, an independent consulting ﬁrm. Prior to 1994, Ms. Levinson held executive and management positions with a number of companies. James Long On December 31, 1999, James Long retired as Executive Vice President of Nortel Networks Corporation and President of its Enterprise Networks business, positions he had held since 1996 and 1998, respectively. Prior to 1998, he served as President of Nortel World Trade, Group Executive for Asia and Corporate Vice President of Quality. Before joining Nortel, he spent 25 years with IBM Corporation in a variety of sales, marketing and management capacities. Ronald Mitsch Ronald Mitsch was the Vice Chairman of the Board for Minnesota Mining and Manufacturing Company (3M) from 1995 until November 1998, and its Executive Vice President, Industrial and Consumer Markets and Corporate Services, from 1991 to 1998. Dr. Mitsch joined 3M in 1960 and held a variety of technical, research and management positions. m o c . n a g e n n e h . w w w y n a p m o C n a g e n n e H e h T g n i t n i r P i i m o c . n g s e d h a r z i m w w w . . c n I , s e t a i c o s s A n g i s e D i h a r z i M n g i s e D OVERVIEW To be successful in today’s networked economy, businesses must embrace a fundamental change from technology intended for information collection to technology aimed at developing relationships. NCR is a global leader in providing technologies designed to enhance interaction among customers, suppliers, partners and employees – not just process data. NCR is uniquely positioned to deliver complete solutions – hardware, software applications, global services and consulting, and consumables – that address critical strategic and operational issues for both the management and development of business relationships in the networked economy. We help customers turn their data into actionable information to make better, faster decisions at a lower cost. NCR is the technology leader in enterprise data warehousing. We are the best at integrating strategic, tactical and event-driven decision making into a single, centralized view of the business through all customer contact channels. Our automated-teller machines, web-enabled kiosks, self-checkout technology and point-of-sale workstations embrace the relationship continuum. Supported by global maintenance and consulting services, these solutions provide our customers the competitive edge required to be successful today and in the future. Our customers include the world’s top 10 retailers, 7 of the world’s top 10 telecommunication companies, 6 of the world’s top airlines, and the world’s top technology companies and leading banks. We have offices and distribution facilities in more than 100 countries to support this large and geographically diverse customer base. Our businesses are structured into two operating divisions, each led by a Chief Operating Officer reporting to Chairman and Chief Executive Officer Lars Nyberg. Mark Hurd leads the Teradata Division, while Howard Lance leads the Retail and Financial Group, which includes Financial Self Service, Retail Store Automation, Worldwide Customer Services, Systemedia, and Payment and Imaging. Recognizing the operational differences of the two groups, we implemented this dual structure to leverage management focus, ensuring that each division can reach its full potential. Lars Nyberg, Mark Hurd and Howard Lance, along with Senior Vice President and Chief Financial Officer Earl Shanks, form NCR’s Executive Committee, which oversees the strategic direction of the company. NCR understands that the ability to form relationships, and to nurture and grow those relationships, is the ultimate competitive advantage; perhaps the only sustainable competitive advantage. This is Relationship Technology ™, and NCR is the Relationship Technology company. NCR 2001 1 AT-A-GLANCE teradata data warehousing NCR’s Teradata Division is the industry’s leading provider of enterprise data warehousing solutions. Companies count on the powerful analytical capabilities of Teradata® solutions to proactively manage and proﬁtably grow their businesses. Our unique ability to provide a single, inte- grated view of a company’s operations and business relationships allows companies to identify profitable revenue opportunities and ways to streamline costs. Furthermore, Teradata’s data warehousing solutions are designed to give employees throughout an organization the actionable information they need to make better decisions faster and closer to the customer. With an increased ability to proactively manage customer satisfaction comes increased loyalty and business opportunity. Businesses worldwide choose Teradata Data Warehousing for its proven expertise, commitment to excellence and innovation, and best-in-class technology. Teradata analytical solutions can include some or all of the following: our database and data warehouse solutions; analytical applications for customer relationship management, operations and ﬁnancial management, business performance management and e-business; services; and hardware. We partner with leading software and analytical/decisioning tool providers as well as key enterprise application providers to create complete, integrated solutions which address the diverse needs of our customers. To further our leadership in enterprise data warehousing, we will continue to advance our active data warehousing technologies, build analytical applications that leverage our data warehousing solutions, optimize our service capabilities, and partner with global consulting companies to extend our reach. ﬁnancial self service NCR is the world’s leading provider of automated-teller machines (ATMs) and ﬁnancial self-service solutions, making people’s lives easier by conveniently fulﬁlling secure, reliable ﬁnancial transactions. The company focuses on delivering solutions faster to its customers, helping them maintain a competitive edge, and offering best value solutions through cost-efficient design, manufacturing, delivery and services. NCR’s comprehensive Aptra™ software suite provides an open operating platform and modern software tools which enable easy development of new business opportunities across channels and multi-vendor networks. By adding new services such as cash and check deposit automation, bill payment and check cashing, NCR can help its customers reduce costs by migrating transactions to the self-service channel. New revenue streams can be generated and customer loyalty encouraged through applications such as ticketing, advertising and personalizing the automated customer interface. NCR has worked with strategic partners beyond banking to expand the role of ﬁnancial self service, developing a family of products for the convenience sector just as a range of products is available to the ﬁnancial sector. By concentrating on its customers’ bottom line, NCR is able to attract and retain customers from banking institutions, retailers, independent sales organizations, convenience stores and e-banks. retail store automation For generations, retailers have relied on NCR to help them operate more efficiently and enhance the consumer’s shopping experience. Already a global market leader in point-of-sale (POS) terminals and bar code scanners, NCR’s Retail Store Automation business today is reshaping the way retailers interact with their customers – combining our assisted POS expertise with innovative self-checkout, interactive kiosk and electronic shelf label (ESL) solutions. NCR’s intuitive and reliable self-checkout technology and web-enabled kiosks provide consumers with improved levels of satisfaction as they are no longer frustrated by long checkout lines or store personnel unavailability. Additionally, self-checkout terminals and kiosks allow retailers to beneﬁt from decreased labor costs. ESLs, which provide pricing and other information for each item on a retailer’s shelf, allow consumers to be conﬁdent that the price on the shelf is the same as the price at the cash register. Retailers appreciate the ability to change prices from one central location in a fraction of the time and cost required to replace paper price tags on the shelf. NCR is working to accelerate the market adoption rate for these newer solutions. This strategic focus is designed to seize a signiﬁcant share of proﬁtable, high-growth market opportunities. At the same time, initiatives focused on operational excellence and cost leadership are aimed at driving competitive advantage and proﬁtable growth for NCR’s Retail Store Automation products, software and services. worldwide customer services payment and imaging Payment and Imaging solutions enable item-based transactions to be digitally captured at a bank via an ATM, at a processing center, or wherever a payment is received. These image-based transactions are then processed and retained within a ﬂexible and scalable archive where they can be easily retrieved and delivered via the Internet, an intranet, or CD-ROM, among other channels, to both retail and commercial clients, as well as other banks. NCR provides a single-source, image- item processing system to ﬁnancial institutions, enabling them to reduce operating costs, improve customer service and generate revenue through value-added product offerings to their customers. Services are an essential component of NCR’s complete solution offerings, and NCR’s Worldwide Customer Services (WCS) business is a global leader in information technology (IT) services delivery. WCS supports NCR’s solutions with world-class maintenance and industry- leading metrics in critical areas such as fix rate, on-time service delivery and customer service satisfaction. The strength of WCS lies with its ability to provision and manage global IT infrastructures. From consulting to site design, to staging and implementation, to complete systems management, WCS has proven its capabilities by successfully supporting NCR’s base of Teradata Data Warehousing, Financial Self Service and Retail Store Automation customers. As a result of supporting NCR solutions around the world, WCS has established an impressive service delivery capability, and has leveraged this global presence and experience to develop and deliver a comprehensive portfolio of IT infrastructure services to businesses in additional industries. These high availability network services focus on the vital systems, networks, software and security that comprise the IT infrastructure of today’s businesses, and include operations management, consulting, deployment and maintenance. WCS provides these services directly to global businesses as well as through strategic partnerships with leading technology, network and systems suppliers, including Cisco Systems, Nortel Networks, Dell Computer, Sun Microsystems and others. systemedia Systemedia develops and markets a complete line of business consumables for NCR’s Financial Self Service and Retail Store Automation solutions. Additionally, Systemedia provides world class products and consumables for third-party solutions around the globe which include ink jet and laser printer supplies, thermal transfer ribbons, labels, paper rolls, ink ribbons, laser documents, business forms and specialty media. Systemedia certiﬁed products ensure system compatibility, trouble-free operation and maximum equipment performance. Systemedia’s extensive use of Six Sigma® and e-commerce tools enhance its ability to meet customer requirements. Its extensive product line, global reach, multi-channel presence and use of technology have positioned Systemedia well for long term growth and proﬁtability. 2 NCR 2001 NCR 2001 3 AT-A-GLANCE teradata data warehousing NCR’s Teradata Division is the industry’s leading provider of enterprise data warehousing solutions. Companies count on the powerful analytical capabilities of Teradata® solutions to proactively manage and proﬁtably grow their businesses. Our unique ability to provide a single, inte- grated view of a company’s operations and business relationships allows companies to identify profitable revenue opportunities and ways to streamline costs. Furthermore, Teradata’s data warehousing solutions are designed to give employees throughout an organization the actionable information they need to make better decisions faster and closer to the customer. With an increased ability to proactively manage customer satisfaction comes increased loyalty and business opportunity. Businesses worldwide choose Teradata Data Warehousing for its proven expertise, commitment to excellence and innovation, and best-in-class technology. Teradata analytical solutions can include some or all of the following: our database and data warehouse solutions; analytical applications for customer relationship management, operations and ﬁnancial management, business performance management and e-business; services; and hardware. We partner with leading software and analytical/decisioning tool providers as well as key enterprise application providers to create complete, integrated solutions which address the diverse needs of our customers. To further our leadership in enterprise data warehousing, we will continue to advance our active data warehousing technologies, build analytical applications that leverage our data warehousing solutions, optimize our service capabilities, and partner with global consulting companies to extend our reach. ﬁnancial self service NCR is the world’s leading provider of automated-teller machines (ATMs) and ﬁnancial self-service solutions, making people’s lives easier by conveniently fulﬁlling secure, reliable ﬁnancial transactions. The company focuses on delivering solutions faster to its customers, helping them maintain a competitive edge, and offering best value solutions through cost-efficient design, manufacturing, delivery and services. NCR’s comprehensive Aptra™ software suite provides an open operating platform and modern software tools which enable easy development of new business opportunities across channels and multi-vendor networks. By adding new services such as cash and check deposit automation, bill payment and check cashing, NCR can help its customers reduce costs by migrating transactions to the self-service channel. New revenue streams can be generated and customer loyalty encouraged through applications such as ticketing, advertising and personalizing the automated customer interface. NCR has worked with strategic partners beyond banking to expand the role of ﬁnancial self service, developing a family of products for the convenience sector just as a range of products is available to the ﬁnancial sector. By concentrating on its customers’ bottom line, NCR is able to attract and retain customers from banking institutions, retailers, independent sales organizations, convenience stores and e-banks. retail store automation For generations, retailers have relied on NCR to help them operate more efficiently and enhance the consumer’s shopping experience. Already a global market leader in point-of-sale (POS) terminals and bar code scanners, NCR’s Retail Store Automation business today is reshaping the way retailers interact with their customers – combining our assisted POS expertise with innovative self-checkout, interactive kiosk and electronic shelf label (ESL) solutions. NCR’s intuitive and reliable self-checkout technology and web-enabled kiosks provide consumers with improved levels of satisfaction as they are no longer frustrated by long checkout lines or store personnel unavailability. Additionally, self-checkout terminals and kiosks allow retailers to beneﬁt from decreased labor costs. ESLs, which provide pricing and other information for each item on a retailer’s shelf, allow consumers to be conﬁdent that the price on the shelf is the same as the price at the cash register. Retailers appreciate the ability to change prices from one central location in a fraction of the time and cost required to replace paper price tags on the shelf. NCR is working to accelerate the market adoption rate for these newer solutions. This strategic focus is designed to seize a signiﬁcant share of proﬁtable, high-growth market opportunities. At the same time, initiatives focused on operational excellence and cost leadership are aimed at driving competitive advantage and proﬁtable growth for NCR’s Retail Store Automation products, software and services. worldwide customer services payment and imaging Payment and Imaging solutions enable item-based transactions to be digitally captured at a bank via an ATM, at a processing center, or wherever a payment is received. These image-based transactions are then processed and retained within a ﬂexible and scalable archive where they can be easily retrieved and delivered via the Internet, an intranet, or CD-ROM, among other channels, to both retail and commercial clients, as well as other banks. NCR provides a single-source, image- item processing system to ﬁnancial institutions, enabling them to reduce operating costs, improve customer service and generate revenue through value-added product offerings to their customers. Services are an essential component of NCR’s complete solution offerings, and NCR’s Worldwide Customer Services (WCS) business is a global leader in information technology (IT) services delivery. WCS supports NCR’s solutions with world-class maintenance and industry- leading metrics in critical areas such as fix rate, on-time service delivery and customer service satisfaction. The strength of WCS lies with its ability to provision and manage global IT infrastructures. From consulting to site design, to staging and implementation, to complete systems management, WCS has proven its capabilities by successfully supporting NCR’s base of Teradata Data Warehousing, Financial Self Service and Retail Store Automation customers. As a result of supporting NCR solutions around the world, WCS has established an impressive service delivery capability, and has leveraged this global presence and experience to develop and deliver a comprehensive portfolio of IT infrastructure services to businesses in additional industries. These high availability network services focus on the vital systems, networks, software and security that comprise the IT infrastructure of today’s businesses, and include operations management, consulting, deployment and maintenance. WCS provides these services directly to global businesses as well as through strategic partnerships with leading technology, network and systems suppliers, including Cisco Systems, Nortel Networks, Dell Computer, Sun Microsystems and others. systemedia Systemedia develops and markets a complete line of business consumables for NCR’s Financial Self Service and Retail Store Automation solutions. Additionally, Systemedia provides world class products and consumables for third-party solutions around the globe which include ink jet and laser printer supplies, thermal transfer ribbons, labels, paper rolls, ink ribbons, laser documents, business forms and specialty media. Systemedia certiﬁed products ensure system compatibility, trouble-free operation and maximum equipment performance. Systemedia’s extensive use of Six Sigma® and e-commerce tools enhance its ability to meet customer requirements. Its extensive product line, global reach, multi-channel presence and use of technology have positioned Systemedia well for long term growth and proﬁtability. 2 NCR 2001 NCR 2001 3 DEAR FELLOW SHAREHOLDER: We began 2001 with the objective of continued success in executing our strategy. Our primary goals across each of our core solutions were to drive top-line revenue growth, and to improve profitability by achieving operational excellence. Given the challenging economic conditions that developed throughout the year, we did not achieve the growth we had anticipated. Still, we believe that we performed well relative to our competitors. We began taking steps early in the year to mitigate the effects of an economic downturn on our businesses. We lowered product and service costs, and we reduced expenses. As a result, each of our businesses is now better positioned for improved proﬁtability when the economy recovers. We are encouraged by the progress made within our core solutions – Teradata Data Warehousing, Financial Self Service, and Retail Store Automation, each of which is supported by our Worldwide Customer Services organization. We believe that each business moved forward in addressing both opportunities and challenges throughout 2001. Teradata Data Warehousing continued to gain market share even as capital spending declined. It lowered its breakeven point, improving its ﬁnancial model and delivering its ﬁrst meaningful operating proﬁt in the fourth quarter. Financial Self Service achieved tremendous success penetrating the automated-teller machine (ATM) market in the Asia/Paciﬁc region and maintained its global market leadership. It drove down product costs, streamlined its expense structure, and delivered two percentage points of year-over-year operating margin improvement, excluding special items discussed elsewhere in this Annual Report. Retail Store Automation benefited from the market acceptance of self-checkout technology and significantly outshipped its competitors in 2001. This business continued its initiatives aimed at cost and expense reduction, and improved proﬁtability year-over-year. Our Worldwide Customer Services organization reduced service costs and is making progress on improving utilization rates. Additionally, it realized year-over-year maintenance revenue growth in both Data Warehousing and Financial Self Service. Each of our businesses made progress in driving toward operational excellence. We view operational excellence as the ability to consistently provide high-quality solutions to our customers in the most efficient and proﬁtable manner possible. To help us achieve operational excellence, we are utilizing Six Sigma methodology to examine and improve every process affecting our customers and their perception of NCR as a world-class solutions provider. To improve proﬁtability, we are concentrating our efforts on lowering product costs and reducing infrastructure expenses across all of our solutions. We continue to move toward using industry-standard components to reduce product and service costs, and to better leverage our research and development investment. We have strengthened our commitment to sourcing lower-cost components, to designing our products and services for efficiency and low cost, and to evaluating less expensive and diverse manufacturing alternatives. Additionally, we have implemented a global procure- ment process, which resulted in significant savings in 2001 and will continue to provide cost reductions going forward. To support our Financial Self Service growth in the Asia/Pacific region, we have an ATM manufacturing facility in Beijing, China. This facility provides more efficient and timely manufacturing capa- bilities and lower-cost delivery. We are also moving manufacturing and component sourcing for our Retail Store Automation business to lower-cost countries. Reducing our product costs in this business will help provide a more attractive value proposition to our customers. With the economic slow down in 2001, we re-sized our infrastructure, resulting in more than $50 million in expense reductions compared to 2000 levels. For example, we largely completed the move of our back-office ﬁnancial and accounting operations into a shared services model, allowing more efficient and consistent operation at a lower overall cost. Our efforts to reduce our expense structure continue. We are deploying a global model in Worldwide Customer Services to help drive margin improvement, improve consistency and increase infrastructure utilization. We also are consolidating call centers and increasing the use of remote resolution to further improve productivity. Now I would like to review the progress of each of NCR’s businesses. teradata data warehousing The competitive position of our Teradata Data Warehousing solution has never been stronger. We continue to gain market share quarter after quarter, as evidenced by our ability to generate 2001 revenue con- sistent with prior year despite the overall market decline. We increased the number of new customer wins year-over-year in 2001. New customers included Publix, GE Capital Corporation, Neiman Marcus, Tricon Global Restaurants, Inc., Telstra, Albertson’s, and Goodyear Tire & Rubber Company, among others. This is an important measure because new customers will typically upgrade their data warehouses as their business and data-related needs grow. Many of our larger customers, such as Safeway, British Airways, J.C. Penney Corporation, RBC Financial Group, BellSouth Corporation, and Sears, Roebuck and Company, upgraded their data warehouses in 2001, despite the difficult economic environment. Demonstrating our success in penetrating the ﬁnancial industry, Bank of America upgraded the size and scope of its warehouse, selecting Teradata as its strategic data warehouse engine for business intelligence and decision support. Even though the economic slowdown affected capital spending, it highlighted the value – and necessity – of an enterprise-wide data warehouse. To make better, faster decisions at a lower cost, companies need one integrated view of the business. This requires having all the available data from all the operational systems and customer touch- points in one enterprise-wide data warehouse. Many companies have come to the realization that having multiple, independent data marts not only limits analytical capabilities, but also is more expensive. As a result, companies have begun to consolidate the data in these data marts into enterprise-wide data warehouses. As the enterprise-wide approach provides both a compelling return on investment and a strategic competitive advantage, the pace of data mart consolidation is accelerating. This is a major opportunity for our Teradata Division. In 2001, the Teradata Division made signiﬁcant progress in reducing costs and expenses, further lowering its breakeven point and enhancing its financial model. We closed our Columbia, South Carolina, manufacturing facility as part of our continued move toward higher utilization of industry-standard components. We eliminated duplicative research and development expenses which resulted from a previous acquisition. Additionally, we removed organizational expense through streamlining administrative and sales support. Entering 2002, our Teradata Data Warehousing solution is well positioned to deliver proﬁtable growth. It clearly has the potential to become NCR’s most proﬁtable business. ﬁnancial self service Despite the challenging economic environment, our ATM business achieved meaningful revenue growth and maintained its global market leadership. We are particularly pleased with our increased penetration of the emerging Asia/Paciﬁc region. Our broad array of offerings has enabled us to increase our competitive differentiation, both in terms of cost and functionality. One of our newer Financial Self Service offerings is the Aptra software platform. This middleware is open-system software that can run on any ATM and allows web-enablement of ATM networks. In the more mature United States and European markets, we have seen banks begin to move to web-enabled networks. We are encouraged by this trend, because their use makes adding functionality – such as automated check cashing and deposit, bill payment, purchasing money orders and ticket disbursement – simple and cost efficient. 7-Eleven’s Vcom project with NCR is a working example of this technology. 7-Eleven has partnered with industry leaders to provide full-function ATMs that not only accept and dispense cash, but also recognize and count multiple currency denominations, cash checks, sell money orders and perform other advanced functions. retail store automation The economy-driven erosion in consumer conﬁdence signiﬁcantly affected most retailers in 2001. As the year progressed, retailers continued to defer the purchase of traditional point-of-sale equipment. We view operational excellence as the ability to consistently provide high-quality solutions to our customers in the most efficient and profitable manner possible. However, they continued to show interest in our newer products, such as self-checkout terminals, web-enabled kiosks and electronic shelf labels (ESLs). These products provide an attractive return on investment by improving a retailer’s efficiency and margins, as well as enhancing customer service. As competition among retailers intensiﬁes, these products will become increasingly attractive and important. In 2001, we saw the market acceptance of self-checkout technology. We successfully completed a 1,300-store rollout and added several pilots at major retailers, including general merchandisers, grocers and drug stores. With market acceptance conﬁrmed, the questions now are how fast will the major retailers install self-checkout, and who will supply these installations. Among other retailers, Wal-Mart placed sizeable orders for our web-enabled kiosks, and several regional chains in North America and Europe deployed our ESL product. We believe that 2002 will be the year ESL begins to achieve more widespread market support as our newest release allows its beneﬁts to be achieved at a lower price per label. worldwide customer services With the resources to reach over 200 countries, NCR is one of only three global IT support service providers. This offering is an extremely important component of the complete, end-to-end solutions we provide to our customers. However, to improve our service margins we must move from a country-centric business model to standardized offers, metrics and systems worldwide. Effectively executing this transition in 2002 is very important for NCR. We were encouraged to see customer service maintenance revenue growth for 2001 in both Data Warehousing and Financial Self Service. The increase in Data Warehousing maintenance revenue was fueled by our increasing number of customers. Financial Self Service 4 NCR 2001 NCR 2001 5 DEAR FELLOW SHAREHOLDER: We began 2001 with the objective of continued success in executing our strategy. Our primary goals across each of our core solutions were to drive top-line revenue growth, and to improve profitability by achieving operational excellence. Given the challenging economic conditions that developed throughout the year, we did not achieve the growth we had anticipated. Still, we believe that we performed well relative to our competitors. We began taking steps early in the year to mitigate the effects of an economic downturn on our businesses. We lowered product and service costs, and we reduced expenses. As a result, each of our businesses is now better positioned for improved proﬁtability when the economy recovers. We are encouraged by the progress made within our core solutions – Teradata Data Warehousing, Financial Self Service, and Retail Store Automation, each of which is supported by our Worldwide Customer Services organization. We believe that each business moved forward in addressing both opportunities and challenges throughout 2001. Teradata Data Warehousing continued to gain market share even as capital spending declined. It lowered its breakeven point, improving its ﬁnancial model and delivering its ﬁrst meaningful operating proﬁt in the fourth quarter. Financial Self Service achieved tremendous success penetrating the automated-teller machine (ATM) market in the Asia/Paciﬁc region and maintained its global market leadership. It drove down product costs, streamlined its expense structure, and delivered two percentage points of year-over-year operating margin improvement, excluding special items discussed elsewhere in this Annual Report. Retail Store Automation benefited from the market acceptance of self-checkout technology and significantly outshipped its competitors in 2001. This business continued its initiatives aimed at cost and expense reduction, and improved proﬁtability year-over-year. Our Worldwide Customer Services organization reduced service costs and is making progress on improving utilization rates. Additionally, it realized year-over-year maintenance revenue growth in both Data Warehousing and Financial Self Service. Each of our businesses made progress in driving toward operational excellence. We view operational excellence as the ability to consistently provide high-quality solutions to our customers in the most efficient and proﬁtable manner possible. To help us achieve operational excellence, we are utilizing Six Sigma methodology to examine and improve every process affecting our customers and their perception of NCR as a world-class solutions provider. To improve proﬁtability, we are concentrating our efforts on lowering product costs and reducing infrastructure expenses across all of our solutions. We continue to move toward using industry-standard components to reduce product and service costs, and to better leverage our research and development investment. We have strengthened our commitment to sourcing lower-cost components, to designing our products and services for efficiency and low cost, and to evaluating less expensive and diverse manufacturing alternatives. Additionally, we have implemented a global procure- ment process, which resulted in significant savings in 2001 and will continue to provide cost reductions going forward. To support our Financial Self Service growth in the Asia/Pacific region, we have an ATM manufacturing facility in Beijing, China. This facility provides more efficient and timely manufacturing capa- bilities and lower-cost delivery. We are also moving manufacturing and component sourcing for our Retail Store Automation business to lower-cost countries. Reducing our product costs in this business will help provide a more attractive value proposition to our customers. With the economic slow down in 2001, we re-sized our infrastructure, resulting in more than $50 million in expense reductions compared to 2000 levels. For example, we largely completed the move of our back-office ﬁnancial and accounting operations into a shared services model, allowing more efficient and consistent operation at a lower overall cost. Our efforts to reduce our expense structure continue. We are deploying a global model in Worldwide Customer Services to help drive margin improvement, improve consistency and increase infrastructure utilization. We also are consolidating call centers and increasing the use of remote resolution to further improve productivity. Now I would like to review the progress of each of NCR’s businesses. teradata data warehousing The competitive position of our Teradata Data Warehousing solution has never been stronger. We continue to gain market share quarter after quarter, as evidenced by our ability to generate 2001 revenue con- sistent with prior year despite the overall market decline. We increased the number of new customer wins year-over-year in 2001. New customers included Publix, GE Capital Corporation, Neiman Marcus, Tricon Global Restaurants, Inc., Telstra, Albertson’s, and Goodyear Tire & Rubber Company, among others. This is an important measure because new customers will typically upgrade their data warehouses as their business and data-related needs grow. Many of our larger customers, such as Safeway, British Airways, J.C. Penney Corporation, RBC Financial Group, BellSouth Corporation, and Sears, Roebuck and Company, upgraded their data warehouses in 2001, despite the difficult economic environment. Demonstrating our success in penetrating the ﬁnancial industry, Bank of America upgraded the size and scope of its warehouse, selecting Teradata as its strategic data warehouse engine for business intelligence and decision support. Even though the economic slowdown affected capital spending, it highlighted the value – and necessity – of an enterprise-wide data warehouse. To make better, faster decisions at a lower cost, companies need one integrated view of the business. This requires having all the available data from all the operational systems and customer touch- points in one enterprise-wide data warehouse. Many companies have come to the realization that having multiple, independent data marts not only limits analytical capabilities, but also is more expensive. As a result, companies have begun to consolidate the data in these data marts into enterprise-wide data warehouses. As the enterprise-wide approach provides both a compelling return on investment and a strategic competitive advantage, the pace of data mart consolidation is accelerating. This is a major opportunity for our Teradata Division. In 2001, the Teradata Division made signiﬁcant progress in reducing costs and expenses, further lowering its breakeven point and enhancing its financial model. We closed our Columbia, South Carolina, manufacturing facility as part of our continued move toward higher utilization of industry-standard components. We eliminated duplicative research and development expenses which resulted from a previous acquisition. Additionally, we removed organizational expense through streamlining administrative and sales support. Entering 2002, our Teradata Data Warehousing solution is well positioned to deliver proﬁtable growth. It clearly has the potential to become NCR’s most proﬁtable business. ﬁnancial self service Despite the challenging economic environment, our ATM business achieved meaningful revenue growth and maintained its global market leadership. We are particularly pleased with our increased penetration of the emerging Asia/Paciﬁc region. Our broad array of offerings has enabled us to increase our competitive differentiation, both in terms of cost and functionality. One of our newer Financial Self Service offerings is the Aptra software platform. This middleware is open-system software that can run on any ATM and allows web-enablement of ATM networks. In the more mature United States and European markets, we have seen banks begin to move to web-enabled networks. We are encouraged by this trend, because their use makes adding functionality – such as automated check cashing and deposit, bill payment, purchasing money orders and ticket disbursement – simple and cost efficient. 7-Eleven’s Vcom project with NCR is a working example of this technology. 7-Eleven has partnered with industry leaders to provide full-function ATMs that not only accept and dispense cash, but also recognize and count multiple currency denominations, cash checks, sell money orders and perform other advanced functions. retail store automation The economy-driven erosion in consumer conﬁdence signiﬁcantly affected most retailers in 2001. As the year progressed, retailers continued to defer the purchase of traditional point-of-sale equipment. We view operational excellence as the ability to consistently provide high-quality solutions to our customers in the most efficient and profitable manner possible. However, they continued to show interest in our newer products, such as self-checkout terminals, web-enabled kiosks and electronic shelf labels (ESLs). These products provide an attractive return on investment by improving a retailer’s efficiency and margins, as well as enhancing customer service. As competition among retailers intensiﬁes, these products will become increasingly attractive and important. In 2001, we saw the market acceptance of self-checkout technology. We successfully completed a 1,300-store rollout and added several pilots at major retailers, including general merchandisers, grocers and drug stores. With market acceptance conﬁrmed, the questions now are how fast will the major retailers install self-checkout, and who will supply these installations. Among other retailers, Wal-Mart placed sizeable orders for our web-enabled kiosks, and several regional chains in North America and Europe deployed our ESL product. We believe that 2002 will be the year ESL begins to achieve more widespread market support as our newest release allows its beneﬁts to be achieved at a lower price per label. worldwide customer services With the resources to reach over 200 countries, NCR is one of only three global IT support service providers. This offering is an extremely important component of the complete, end-to-end solutions we provide to our customers. However, to improve our service margins we must move from a country-centric business model to standardized offers, metrics and systems worldwide. Effectively executing this transition in 2002 is very important for NCR. We were encouraged to see customer service maintenance revenue growth for 2001 in both Data Warehousing and Financial Self Service. The increase in Data Warehousing maintenance revenue was fueled by our increasing number of customers. Financial Self Service 4 NCR 2001 NCR 2001 5 NCR’s fundamentals are strong and I believe that we are better positioned, both in terms of proﬁtability and geography, than we were at the beginning of 2001. Each member of NCR’s management team shares my commitment to our strategy and its successful execution. I am conﬁdent that we have taken the proper actions to position NCR for long-term success and enhanced shareholder value. Lars Nyberg Chairman of the Board and Chief Executive Officer maintenance revenue grew due to an increased capture rate, regaining several contracts from competitors, and extended service offerings such as help desk and incident management. We are leveraging our worldwide presence and experience to provide further value-added products and services. These include outsourcing and managed services, as well as incremental revenue from high- availability network services for companies such as Cisco Systems, Nortel Networks, Dell Computer, Sun Microsystems and others. systemedia In 2001, our consumables business developed TeleWeb, a telephone- and Internet-based sales model, to drive sales growth and reduce expense. Systemedia also utilized Six Sigma programs to integrate products and services into the Financial Self Service and Retail Store Automation offerings at lower product costs, and to increase NCR’s overall wallet share of ATM customers. We will leverage this success in a new TeleWeb initiative throughout NCR’s other business units in 2002. payment and imaging Our technology solution that facilitates the automation of check and item processing for banks provides stable margins and cash ﬂow. Even as the use of cash alternatives such as debit cards and electronic payments increases, the paper check will remain popular for some time. However, check processing is changing, with traditional paper check processing giving way to electronic exchange. The information will be stored electronically in one central location so it can be accessed instantly, and checks could ultimately be cleared electronically in minutes rather than days, without depending on an expensive and time- consuming physical transport system. Banks will be able to reduce payment-processing costs while increasing access to information and improving customer service, risk management and fraud reduction. Combining our Payment and Imaging solutions with our Financial Self Service offerings, positions NCR to be the only end-to-end provider that can capture and process check images. looking forward NCR EXECUTIVE COMMITTEE (from left to right) Howard Lance Lars Nyberg Earl Shanks Mark Hurd President, and Chief Operating Officer, Retail and Financial Group Chairman of the Board and Chief Executive Officer Senior Vice President and Chief Financial Officer President, and Chief Operating Officer, Teradata Division Our intense focus on operational excellence and expense reduction remains a top strategic priority. We expect to see greater beneﬁt from these efforts as we move through 2002. We have strengthened our management team by adding individuals with proven track records and experience in achieving operational excellence. We have improved our product cost leadership, making our products and solutions even more attractive and more proﬁtable. We are a geographically diverse company, not solely reliant on the economy of one country or region. We are the market and technology leader in enterprise-wide data warehousing. The competitive position of our Teradata Data Warehousing solution has never been stronger. We will continue our global leadership in ATMs. We see increased market acceptance of self-checkout technology, and increasing interest in electronic shelf labels, full-function ATMs and ATM network outsourcing. 6 NCR 2001 NCR Corporation 2001 Annual Report Financials MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS overview As the Relationship Technology company, we provide the technology and services that help businesses interact, connect and relate with their customers. Through our presence at customer interaction points, such as point-of-sale workstations, automated-teller machines (ATMs) and web-enabled kiosks, our Retail Store Automation and Financial Self Service solutions enable companies to capture and process transaction-based information. Our powerful Data Warehousing solutions transform transaction-based information into knowledge, permitting businesses to respond with programs designed to improve customer acquisition, retention and proﬁtability. We offer speciﬁc solutions for the retail and ﬁnancial industries and also provide solutions for industries including telecommunications, transportation, insurance, utilities and electronic commerce, as well as consumer goods manufacturers and government entities. Our solutions are built on a foundation of long-established industry knowledge and consulting expertise, a range of hardware technology, value-adding software, global customer support services, and a complete line of consumable and media products. We deliver our solutions to customers on a global basis, and categorize our results in four regions: the Americas, Europe/Middle East/Africa (EMEA), Japan and Asia/Paciﬁc excluding Japan (Asia/Paciﬁc). revenue and operating margin by solution Our key solutions are categorized as Data Warehousing, Financial Self Service and Retail Store Automation. In addition, Systemedia and our Payment and Imaging solutions are reportable segments. A sixth category, Other, accumulates individually insignificant and dissimilar businesses, such as exited businesses, networking hardware and services, and managed services, which are not attributable to the formally identified reportable segments. Each segment is comprised of hardware, software, professional consulting services and customer support services. For the years ended December 31, the effects of the provision for loans and receivables with Credit Card Center (CCC), acquisition- related integration and in-process research and development charges, and restructuring and other related charges have been excluded from the gross margin, operating expense and operating income amounts presented and discussed below (see Notes 1, 2 and 8 of Notes to Consolidated Financial Statements). In millions Consolidated revenue Consolidated gross margin excluding special items1 Consolidated operating expenses excluding special items: Selling, general and administrative expenses2 Research and development expenses 3 Consolidated income from operations excluding special items Special items (as discussed in the footnotes below) Total consolidated income from operations 2001 2000 1999 $ 5,917 1,800 $ 5,959 1,905 $ 6,196 1,898 1,273 293 234 (48) 1,327 308 270 (65) 1,354 341 203 (125) $ 186 $ 205 $ 78 1 In 2001 and 2000, consolidated gross margin excludes the impact of $6 million and $1 million, respectively, for integration charges related to acquisitions (see Note 2 of Notes to Consolidated Financial Statements). Also excluded from gross margin are $37 million and $8 million for restructuring and other related charges in 2000 and 1999, respectively (see Note 1 of Notes to Consolidated Financial Statements). 2 In 2001, selling, general and administrative expenses exclude the impact of a $39 million provision for loans and receivables with CCC (see Note 8 of Notes to Consolidated Financial Statements). In 2001 and 2000, selling, general and administrative expenses exclude integration costs related to acquisitions of $3 million and $1 million, respectively (see Note 2 of Notes to Consolidated Financial Statements). Also excluded from selling, general and administrative expenses are $1 million and $117 million for restructuring and other related charges in 2000 and 1999, respectively (see Note 1 of Notes to Consolidated Financial Statements). 3 In 2000, research and development expenses exclude the impact of $25 million for in-process research and development charges related to acquisitions (see Note 2 of Notes to Consolidated Financial Statements). Management’s Discussion and Analysis of Financial Condition and Results of Operations NCR 2001 7 Total revenue decreased 1% in 2001 versus the prior year, but increased 2% on a constant currency basis. Revenues reﬂect declines from exited businesses and the impact of the slowing United States (U.S.) economy on capital spending, offset by the strength of our Financial Self Service solutions in the EMEA and Asia/Paciﬁc regions. Total revenue declines in 2001 of 4% in the Americas region and 12% in Japan were partially offset by growth in the EMEA and Asia/Paciﬁc regions of 6% and 9%, respectively. On a constant currency basis, 2001 revenues increased 9% in the EMEA region and 16% in the Asia/Paciﬁc region, contrasted to a 1% decline in Japan. Operating income excluding special items declined 13% in 2001 compared to 2000. The decrease is attributable to a lower mix of higher margin product revenue versus service revenue and lower customer services margin as a percentage of revenue, partially offset by our efforts to reduce operating expenses. In 2000, total revenue decreased 4% compared to 1999. On a constant currency basis, total revenue decreased 1% in 2000 versus the prior-year period. The decline in 2000 revenue primarily reﬂected the impact of exited businesses, but was also impacted by the termination of services associated with equipment retired as a result of Year 2000 replacement and economic slowing in the U.S. retail industry. The decline in 2000 revenue was partially offset by growth in our Data Warehousing solutions. By geographic region, revenues in 2000 decreased from the prior year 2% in the Americas region, 6% in Japan and 13% in the EMEA region, in contrast to a 24% increase in the Asia/Paciﬁc region. The 33% increase in income from operations in 2000 reﬂected continued improvement in gross margin as a percentage of revenue, particularly in our Data Warehousing solutions, and reductions in operating expenses. Data Warehousing Solutions Data Warehousing solutions, built on our advanced Teradata data warehouse and data mining software and complemented by customer relationship management applications, help businesses synthesize large volumes of information about customers, suppliers and partners, allowing more accurate business decisions. Combining hardware, software, professional consulting services, customer support services and products from leading technology firms, our Data Warehousing solutions are designed to enable businesses, across a multitude of industries, to quickly leverage detailed data into actionable opportunities. The following table presents Data Warehousing solutions (including customer services maintenance) revenue and total operating loss for the years ended December 31 (excluding the impact of special items previously described): In millions Data Warehousing revenue Data Warehousing operating loss 2001 2000 1999 $ 1,149 (32) $ 1,134 (34) $ 900 (142) Data Warehousing revenues increased 1% in 2001 compared to 2000 despite the challenging economic environment. During 2001, the adverse impact of the economy on capital spending resulted in a decline in product upgrade revenues offset by growth in professional consulting services as customers sought to leverage more from their existing data warehouses. In addition, customer services maintenance revenue increased as a result of growth in our installed customer base. Data Warehousing solutions experienced revenue growth in all regions except Japan. The operating loss in 2001 versus 2000 decreased slightly due to a lower expense structure offset partially by a lower mix of higher margin hardware and software products, versus lower margin professional services. In 2000, revenue increased 26% compared to 1999 due primarily to existing customer upgrades and new customer sales growth. The decreased operating loss in 2000 from 1999 was the result of higher volume and significant improvement in gross margin as a percentage of revenue. We expect revenue growth as the economy improves, which when combined with our continued focus on operational efficiency and expense management, should position Data Warehousing solutions to deliver operating proﬁtability in 2002. 8 NCR 2001 Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Self Service Solutions Providing a complete line of ATMs, and related software and services, Financial Self Service solutions are designed to quickly and reliably process high volumes of consumer transactions. Incorporating advanced features such as web enablement, automated check cashing and deposit, bill payment and the sale of non-cash items, Financial Self Service solutions enable businesses to reduce costs, generate new revenue streams and build customer loyalty. The following table presents Financial Self Service solutions (including customer services maintenance) revenue and total operating income for the years ended December 31 (excluding the impact of special items previously described): In millions Financial Self Service revenue Financial Self Service operating income 2001 2000 1999 $ 1,615 249 $ 1,511 201 $ 1,565 224 Financial Self Service solutions revenues increased 7% in 2001 compared to 2000. Revenue growth versus the prior year was driven by growth in the Asia/Paciﬁc region, particularly in the emerging markets of India and China, and growth in Europe, aided by sales of euro conversion kits, partially offset by slight declines in the Americas region. Revenue growth in 2001 was also attributable to increased customer services maintenance revenues resulting from selling extended services and realizing a higher capture rate for new installations. Operating income in 2001 increased 24% versus the prior year due primarily to higher volume and lower expenses. In 2000, revenues decreased 3% compared to 1999. The decline was due to the impact of currency ﬂuctuations, as well as a decrease in customer services maintenance revenue driven by the retirement of equipment as a result of Year 2000 replacement. The operating income decline in 2000 was due to lower revenue and gross margin as a percentage of revenue. By continuing to leverage our worldwide service and manufacturing presence, and our focus on expense management, we are positioned to deliver efficient, timely and lower-cost Financial Self Service solutions to our customers. Accordingly, we expect to deliver consistent operating margins while maintaining or modestly growing revenue in 2002. Retail Store Automation Solutions Combining our retail industry expertise, software and hardware technologies, and implementation, consulting and maintenance services, Retail Store Automation solutions deliver traditional retail solutions such as point-of-sale workstations and scanners, as well as advanced solutions in the emerging areas of self-checkout technologies, web-enabled kiosks and electronic shelf labels. Our Retail Store Automation solutions are designed to improve selling productivity and checkout processes, and increase service levels for retailers. The following table presents Retail Store Automation solutions (including customer services maintenance) revenue and total operating income (loss) for the years ended December 31 (excluding the impact of special items previously described): In millions Retail Store Automation revenue Retail Store Automation operating income (loss) 2001 2000 1999 $ 1,272 4 $ 1,359 (17) $ 1,435 20 Retail Store Automation revenues decreased 6% in 2001 compared to 2000. The overall revenue decline was primarily the result of decreased revenues in the Americas region as U.S. economic conditions continued to impact the capital spending of retailers on traditional Retail Store Automation solutions. Partially offsetting this effect, we experienced signiﬁcant growth in revenues from our advanced self-checkout solution as retailers focused limited capital spending on projects with attractive returns on investment. The improvement in operating income in 2001 was primarily the result of expense reductions offset partially by lower sales. In 2000, revenues decreased 5% compared to 1999 due primarily to softness in the U.S. retail industry, and declines in Japan and the EMEA region, offset partially by growth in the Asia/Pacific region. The operating income decline in 2000 was primarily the result of lower sales. We expect the weak U.S. economy to have a continued impact on the results of our Retail Store Automation solutions. Revenue declines in our traditional solutions are expected to outpace growth in our advanced solutions. The continued shift in revenue mix from traditional solutions to higher margin advanced solutions, combined with ongoing expense management, will better position Retail Store Automation solutions for improved proﬁtability when the U.S. economy improves. Management’s Discussion and Analysis of Financial Condition and Results of Operations NCR 2001 9 Systemedia Systemedia develops, produces and markets a complete line of business consumables. These products include paper rolls for ATMs and point-of-sale workstations, labels, paper products, and imaging supplies for ink jet, laser, impact and thermal-transfer printers. Systemedia products are designed to reduce paper-related failures and enable businesses to improve transaction accuracy while reducing overall costs. The following table presents Systemedia revenue and total operating income for the years ended December 31 (excluding the impact of special items previously described): In millions Systemedia revenue Systemedia operating income 2001 2000 1999 $ 503 9 $ 502 15 $ 506 30 Systemedia revenues remained relatively flat in 2001 compared to 2000. On a constant currency basis, Systemedia revenues increased 3%. Growth in the Americas region was offset by declines in Japan, and the EMEA and Asia/Paciﬁc regions. Operating income declined in 2001 primarily due to continued competitive pricing pressures impacting gross margin yield, offset partially by lower operating expenses. In 2000, revenues decreased 1% compared to 1999 due primarily to currency ﬂuctuations and weakness in the U.S. retail industry. Operating income declined in 2000 due to competitive pricing pressures impacting gross margin yield and increasing paper prices. Payment and Imaging Solutions Consisting of hardware, software, and consulting and support services, our comprehensive Payment and Imaging solutions enable check and item-based transactions to be digitally captured, processed and retained within a ﬂexible, scalable environment. Payment and Imaging solutions utilize advanced image recognition and workﬂow technologies to automate item processing, helping ﬁnancial industry businesses increase efficiency and reduce operating costs. The following table presents Payment and Imaging solutions (including customer services maintenance) revenue and total operating income for the years ended December 31 (excluding the impact of special items previously described): In millions Payment and Imaging revenue Payment and Imaging operating income 2001 2000 1999 $ 301 44 $ 304 42 $ 324 17 Payment and Imaging revenues declined 1% in 2001 compared to 2000. Revenues declined in the Asia/Paciﬁc and Americas regions, in contrast to revenue growth in the EMEA region and Japan. The decline in the Americas region was primarily due to the fourth- quarter sale of our item processing outsourcing business (see Note 2 of Notes to Consolidated Financial Statements). The operating income increase of 5% in 2001 was primarily driven by lower operating expenses. In 2000, revenues decreased 6% compared to 1999 due to our decision to focus efforts in more profitable geographic areas. The operating income improvement in 2000 was driven by gross margin improvement and reductions in operating expenses. gross margin Gross margin as a percentage of revenue (excluding the impact of special items previously described) decreased 1.6 percentage points in 2001 versus the prior year. Product gross margin declined 1.0 percentage point and service gross margin decreased 1.7 percentage points in 2001. Product gross margin declined due primarily to a lower mix of Data Warehousing hardware revenues versus Retail Store Automation and Financial Self Service hardware revenues. The decline in service gross margin was primarily due to underutilization of our customer services resource infrastructure resulting from the slower economy and its effect on the retail and telecommunication industries. Gross margin as a percentage of revenue increased 1.4 percentage points in 2000 compared to 1999. The gross margin increase in 2000 consisted of a 0.8 percentage point increase in product gross margin and a 1.9 percentage point increase in service gross margin. The improvement in product gross margin in 2000 was primarily due to increased sales within our higher-margin solutions, such as Data Warehousing, and decreased sales of lower-margin products within our exited businesses. Service gross margin in 2000 increased due to improved professional consulting and transactional support services margins within our key solutions. 10 NCR 2001 Management’s Discussion and Analysis of Financial Condition and Results of Operations operating expenses Selling, general and administrative expenses (excluding the impact of special items previously described) decreased $54 million or 4% in 2001 compared to 2000. The decrease in 2001 was primarily due to cost infrastructure improvements and curtailment of discretionary spending, offset partially by increases in general and administrative expenses relating to incremental amortization of goodwill from acquisitions. In 2000, selling, general and administrative expenses declined $27 million or 2% versus 1999. The decrease in 2000 was primarily due to lower selling expenses and employee reductions related to the 1999 restructuring plan, offset partially by increased goodwill amortization related to acquisitions and marketing expenses. As a percentage of revenue, selling, general and administrative expenses were 21.5%, 22.3% and 21.9% in 2001, 2000 and 1999, respectively. Total goodwill amortization recorded in operating expenses was $67 million, $33 million and $20 million in 2001, 2000 and 1999, respectively. Excluding goodwill amortization, selling, general and administrative expenses decreased $88 million or 7% in 2001 versus 2000, and $40 million or 3% in 2000 versus 1999. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangibles,” NCR will no longer amortize goodwill beginning January 1, 2002 (see Note 1 of Notes to Consolidated Financial Statements). Research and development expenses decreased $15 million or 5% in 2001 compared to the prior year. The decline in 2001 related to the rationalization of our spending and the elimination of duplicative expenses in our customer relationship management software, which primarily resulted from the ﬁnalization of integrating our 2000 acquisition of Ceres Integrated Solutions, LLC. Research and development expenses decreased $33 million or 10% in 2000 versus 1999, representing spending reductions in non-key or exited businesses. As a percentage of revenue, research and development expenses were 5.0%, 5.2% and 5.5% in 2001, 2000 and 1999, respectively. income before income tax Operating income (excluding the impact of special items previously described) was $234 million in 2001 versus operating income of $270 million and $203 million in 2000 and 1999, respectively. The 13% decline in operating income in 2001 reﬂected a lower mix of higher margin product revenue versus service revenue and lower customer services margin as a percentage of revenue, partially offset by our efforts to reduce operating expenses. The net beneﬁt to operating results from the combined pension, postretirement and postemployment benefit plans and associated investments was $19 million less favorable in 2001 versus 2000. The net benefit from the combined pension, postretirement and postemployment benefit plans and associated investments was $26 million more favorable in 2000 versus 1999. Interest expense was $18 million in 2001, $13 million in 2000 and $12 million in 1999. Other expense, net, was $44 million in 2001, and consisted primarily of a $40 million charge related to an environmental matter, $7 million of goodwill amortization expense, and $16 million of investment basis write-downs for losses that were considered to be other than temporary. These expenses were partially offset by $10 million of interest income and $20 million of other income representing both a gain from the sale of our account and item processing outsourcing businesses and a gain related to the demutualization of one of our health insurance providers. Other income, net, was $83 million and $169 million in 2000 and 1999, respectively. In 2000, other income, net, consisted primarily of $48 million in gains from facility sales, $31 million of interest income and $6 million in goodwill amortization expense. In 1999, other income, net, included $118 million in gains from facility sales (of which $98 million represented signiﬁcant gains on the sale of two facilities), $26 million of interest income and $3 million in goodwill amortization expense, among other things. income tax Income tax benefit was $97 million in 2001 compared to income tax expense of $97 million in 2000 and income tax benefit of $102 million in 1999. The income tax benefit in 2001 included a $138 million benefit due primarily to a favorable resolution of international income tax issues. The 1999 income tax benefit was the result of a $232 million reduction in our U.S. deferred tax valuation allowance resulting from sustained profitability of our U.S. operations. Our effective tax rate was approximately 33% for 2001 excluding the impact of the provision for loans and receivables related to CCC, acquisition-related integration costs, a charge related to an environmental matter, the cumulative effect of adopting Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133), and the beneﬁt from the favorable resolution of international income tax issues. Our effective tax rate was approximately 33% and 38% for 2000 and 1999, respectively, excluding restructuring and other related charges, acquisition-related integration and in-process research and development charges, the tax valuation release, and signiﬁcant gains from dispositions of assets. We expect our effective tax rate for 2002 to be approximately 30%. Management’s Discussion and Analysis of Financial Condition and Results of Operations NCR 2001 11 ﬁnancial condition, liquidity and capital resources Our cash, cash equivalents and short-term investments totaled $336 million at December 31, 2001, compared to $357 million and $763 million at December 31, 2000 and 1999, respectively. The signiﬁcant decrease in 2000 was primarily due to business acquisitions and investments totaling $319 million. We generated cash from operations of $146 million, $171 million and $607 million in 2001, 2000 and 1999, respectively. The cash generated from operations in 2001 was driven primarily by operating results and improved asset management, partially offset by disbursements for employee severance and pension. Receivable balances decreased $212 million in 2001 compared to an $80 million increase in 2000 and a $358 million decrease in 1999. The decrease in receivables in 2001 versus the prior year was primarily attributable to lower fourth-quarter revenues, incremental factoring of approximately $18 million and a continued focus on collections. Inventory balances decreased $8 million, $28 million and $85 million in 2001, 2000 and 1999, respectively. The cash generated from operations in 2000 was driven primarily by operating results, partially offset by disbursements for employee severance and pension. In 1999, the cash generated from operations was primarily due to improved operating results and dramatic asset management improvements, partially offset by disbursements for employee severance and pension. Net cash used in investing activities was $233 million, $367 million and $326 million in 2001, 2000 and 1999, respectively. The net use of cash in investing activities in 2001 primarily represented net expenditures for property, plant and equipment, and reworkable service parts. In 2001, we reduced net short-term investments by $9 million compared to a reduction of $182 million in 2000 and an increase of $165 million in 1999. In 2000, we reduced our short-term investment position to fund acquisition activities. Capital expenditures excluding expenditures for reworkable service parts were $141 million, $216 million and $187 million for the years ended 2001, 2000 and 1999, respectively. Proceeds from sales of property, plant and equipment are primarily driven by initiatives to reduce our excess real estate. In 2001, net cash generated from ﬁnancing activities was $87 million compared to uses of $7 million and $194 million in 2000 and 1999, respectively. In 2001, the purchase of NCR common stock used $60 million versus $110 million in 2000 and $269 million in 1999. Short- and long-term debt provided $41 million in aggregate in 2001 compared to a $14 million use in 2000 and a $6 million use in 1999. In the normal course of business, we enter into various contractual and other commercial commitments that impact or can impact the liquidity of our operations. The following table outlines our commitments at December 31, 2001: Total Amounts Less than 1 Year 1-3 Years 4-5 Years Over 5 Years In millions Long-term debt Capital lease obligations Operating leases (non-cancelable) Short-term borrowings Total contractual Unused lines of credit1 Standby letters of credit and surety bonds Corporate guarantees Other commitments Total commercial $ 8 2 334 138 $ – – 59 138 $ 482 $ 197 $ 667 118 55 4 $ 266 45 7 – $ $ $ 2 1 92 – 95 1 – 6 4 $ $ – – 55 – 55 $ 6 1 128 – $ 135 $ $ 400 73 – – – – 42 – 42 $ 844 $ 318 $ 11 $ 473 $ 1 Includes unused bank overdraft and other uncommitted funds of $56 million. In 1996, we entered into a $600 million ﬁve-year, unsecured revolving credit facility with a syndicate of ﬁnancial institutions which was scheduled to mature in November 2001. In October 2001, we terminated the $600 million credit facility and entered into a $200 million 364-day unsecured revolving credit facility with a one year term-out option and a $400 million five-year unsecured revolving credit facility, both with a syndicate of financial institutions. The credit facilities contain certain representations and warranties; conditions; affirmative, negative and ﬁnancial covenants; and events of default customary for such facilities. Interest rates charged on borrowings outstanding under the credit facilities are based on prevailing market rates. No amounts were outstanding under the facilities at December 31, 2001, 2000 or 1999. 12 NCR 2001 Management’s Discussion and Analysis of Financial Condition and Results of Operations We believe that cash ﬂows from operations, the credit facilities (existing or future arrangements) and other short- and long-term debt ﬁnancings, if any, will be sufficient to satisfy our future working capital, research and development, capital expenditures and other ﬁnancing requirements for the foreseeable future. Our ability to generate positive cash ﬂows from operations is dependent on general economic conditions, competitive pressures, and other business and risk factors described below in Management’s Discussion and Analysis of Financial Condition and Results of Operations. If we are unable to generate sufficient cash ﬂows from operations, or otherwise comply with the terms of our credit facilities, we may be required to reﬁnance all or a portion of our existing debt or seek additional ﬁnancing alternatives. factors that may affect future results This annual report, including the Chairman’s letter, and other documents that we ﬁle with the Securities and Exchange Commission (SEC), as well as other oral or written statements we may make from time to time, contain information based on management’s beliefs and include forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve a number of known and unknown risks, uncertainties and assumptions. These forward-looking statements are not guarantees of future performance, and there are a number of factors including, but not limited to, those listed below, which could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Competition Our ability to compete effectively within the technology industry is critical to our future success. We operate in the intensely competitive information technology industry. This industry is characterized by rapidly changing technology, evolving industry standards, frequent new product introductions, price and cost reductions, and increasingly greater commoditization of products, making differentiation difficult. In addition, this intense competition increases pressure on gross margins that could impact our business and operating results. Our competitors include other large, successful companies in the technology industry such as: International Business Machines Corporation (IBM), Oracle Corporation, Unisys Corporation, Diebold, Inc. and Wincor Nixdorf Gmbh & Co., some of which have widespread penetration of their platforms and service offerings. In addition, we compete with companies in niche markets such as advanced retail solutions and entry-level ATMs. If we are unable to compete successfully, the demand for our solutions, including products and services would decrease. Any reduction in demand could lead to fewer customer orders, a decrease in the prices of our products and services, reduced revenues, reduced margins, operating inefficiencies, reduced levels of proﬁtability and loss of market share. Our future competitive performance depends on a number of factors, including our ability to: rapidly and continually design, develop and market, or otherwise maintain and introduce solutions and related products and services for our customers that are competitive in the marketplace; offer a wide range of solutions from web-enabled kiosks to enterprise data warehouses; offer solutions to customers that operate effectively within a computing environment which includes the integration of hardware and software from multiple vendors; offer products that are reliable and that ensure the security of data and information; offer high quality, high availability network services; market and sell all of our solutions effectively; and produce and deliver solutions at competitive operating margins. Introduction of New Solutions The solutions we sell are very complex, and we need to rapidly and successfully develop and introduce new solutions. We operate in a very competitive, rapidly changing environment, and our future success depends on our ability to develop and introduce new solutions that our customers choose to buy. If we are unable to develop new solutions, our business and operating results would be impacted. This includes our efforts to rapidly develop and introduce data warehousing software applications. The development process for our complex solutions, including our software application development programs, requires high levels of innovation from both our developers and our suppliers of the components embedded in our solutions. In addition, the development process can be lengthy and costly. It requires us to commit a signiﬁcant amount of resources to bring our business solutions to market. If we are unable to anticipate our customers’ needs and technological trends accurately, or are otherwise unable to complete development efficiently, we would be unable to introduce new solutions into the market on a timely basis, if at all, and our business and operating results would be impacted. In addition, if we are unable to successfully market and sell both existing and newly developed solutions, such as our self-checkout technologies, electronic shelf labels, full-function ATMs and outsourcing solutions, our operating results would be impacted. Management’s Discussion and Analysis of Financial Condition and Results of Operations NCR 2001 13 Our solutions, which contain both hardware and software products, may contain known as well as undetected errors which may be found after the products’ introduction and shipment. While we attempt to remedy errors that we believe would be considered critical by our customers prior to shipment, we may not be able to detect or remedy all such errors, and this could result in lost revenues, delays in customer acceptance and incremental costs, which would all impact our operating results. Reliance on Third Parties Third party suppliers provide important elements to our solutions. We rely on many suppliers for necessary parts and components to complete our solutions. In most cases, there are a number of vendors producing the parts and components that we utilize. However, there are some components that are purchased from single sources due to price, quality, technology or other reasons. For example, we depend on chips and microprocessors from Intel Corporation and operating systems from UNIX ® and Microsoft Windows NT ®. Certain parts and components used in the manufacture of our ATMs and the delivery of some of our Retail Store Automation solutions are also supplied by single sources. If we were unable to purchase the necessary parts and components from a particular vendor and we had to ﬁnd an alternative supplier for such parts and components, our new and existing product shipments and solutions deliveries could be delayed, impacting our business and operating results. We have, from time to time, formed alliances with third parties that have complementary products, services and skills. Many different relationships are formed by these alliances such as outsourcing arrangements to manufacture hardware and subcontract agreements with third parties to perform services and provide products to our customers in connection with our solutions. These alliances introduce risks that we cannot control such as non-performance by third parties and difficulties with or delays in integrating elements provided by third parties into our solutions. The failure of third parties to provide high quality products or services that conform to the required speciﬁcations or contractual arrangements could impair the delivery of our solutions on a timely basis and impact our business and operating results. Acquisitions and Alliances Our ability to successfully integrate acquisitions or effectively manage alliance activities will help drive future growth. As part of our overall solutions strategy, we intend to continue to make investments in companies, products, services and technologies, either through acquisitions, joint ventures or strategic alliances. Acquisitions and alliance activities inherently involve risks. The risks we may encounter include those associated with assimilating and integrating different business operations, corporate cultures, personnel, infrastructures and technologies or products acquired or licensed, retaining key employees and the potential for unknown liabilities within the acquired or combined business. The investment or alliance may also disrupt our ongoing business, or we may not be able to successfully incorporate acquired products, services or technologies into our solutions and maintain quality. Further, we may not achieve the projected synergies once we have integrated the business into our operations. It is our policy not to discuss or comment upon negotiations regarding such business combinations or divestitures until a deﬁnitive agreement is signed or circumstances indicate a high degree of probability that a material transaction will be consummated, unless the law requires otherwise. Operating Result Fluctuations Our revenues and operating results could ﬂuctuate for a number of reasons. Future operating results could continue to be subject to ﬂuctuations based on a variety of factors, including: Seasonality. Our sales are historically seasonal, with revenue higher in the fourth quarter of each year. During the three quarters ending in March, June and September, we have historically experienced less favorable results than in the quarter ending in December. Such seasonality also causes our working capital cash ﬂow requirements to vary from quarter to quarter depending on the variability in the volume, timing and mix of product sales. In addition, revenue in the third month of each quarter is typically higher than in the ﬁrst and second months. These factors, among other things, make forecasting more difficult and may adversely affect our ability to predict ﬁnancial results accurately. 14 NCR 2001 Management’s Discussion and Analysis of Financial Condition and Results of Operations Acquisitions and Alliances. As part of our solutions strategy, we intend to continue to acquire technologies, products and businesses as well as form strategic alliances and joint ventures. As these activities take place and we begin to include the ﬁnancial results related to these investments, our operating results will ﬂuctuate. Cost/Expense Reductions. We are actively working to manage our costs and expenses to continue to improve operating proﬁtability without jeopardizing the quality of our products. We are also striving to become the leading, low-cost provider of certain Financial Self Service and Retail Store Automation solutions. Our success in achieving targeted cost and expense reductions depends on a number of factors, including our ability to achieve infrastructure rationalizations, implement Six Sigma practices, improve accounts receivable collections, and reduce inventory overhead, among other things. If we do not successfully complete our cost reduction initiatives, our results of operation or ﬁnancial condition could be adversely affected. Multinational Operations Continuing to generate substantial revenues from our multinational operations helps to balance our risks and meet our strategic goals. Currently, approximately 57% of our revenues come from our international operations. We believe that our geographic diversity may help to mitigate some risks associated with geographic concentrations of operations (e.g., adverse changes in foreign currency exchange rates or business disruptions due to economic or political uncertainties). However, our ability to sell our solutions domestically in the United States and internationally is subject to the following risks, among others: general economic and political conditions in each country which could adversely affect demand for our solutions in these markets, as evidenced by the recent economic slowing in the U.S. retail and global telecommunications industries; currency exchange rate ﬂuctuations which could result in lower demand for our products as well as generate currency translation losses; changes to and compliance with a variety of local laws and regulations which may increase our cost of doing business in these markets or otherwise prevent us from effectively competing in these markets; and the impact of terrorist activity on the economy or markets in general, or on our ability or that of our suppliers, to meet commitments, or on the timing of purchases by our customers. Employees Hiring and retaining highly qualiﬁed employees helps us to achieve our business objectives. Our employees are vital to our success, and our ability to attract and retain highly skilled technical, sales, consulting and other key personnel is critical, as these key employees are difficult to replace. If we are not able to attract or retain highly qualiﬁed employees in the future, our business and operating results could be impacted. Intellectual Property As a technology company, our intellectual property portfolio is key to our future success. Our intellectual property portfolio is a key component of our ability to be a leading technology and services solutions provider. To that end, we aggressively protect and work to enhance our proprietary rights in our intellectual property through patent, copyright, trademark and trade secret laws, and if our efforts fail, our business could be impacted. In addition, many of our offerings rely on technologies developed by others, and if we are not able to continue to obtain licenses for such technologies, our business would be impacted. Moreover, from time to time, we receive notices from third parties regarding patent and other intellectual property claims. Whether such claims are with or without merit, they may require significant resources to defend and, if an infringement claim is successful, in the event we are unable to license the infringed technology or to substitute similar non-infringing technology, our business could be adversely affected. Environmental Our historical and ongoing manufacturing activities subject us to environmental exposures. We have been identiﬁed as a potentially responsible party in connection with the Fox River matter as further described in “Environmental Matters” under Note 9 of Notes to Consolidated Financial Statements, and we incorporate such discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations by reference and make it a part of this risk factor. Management’s Discussion and Analysis of Financial Condition and Results of Operations NCR 2001 15 Contingencies Like other technology companies, we face uncertainties with regard to regulations, lawsuits and other related matters. We are subject to regulations, proceedings, lawsuits, claims and other matters, including those that relate to the environment, health and safety, and intellectual property. Such matters are subject to the resolution of many uncertainties; thus, outcomes are not predictable with assurance. While we believe that amounts provided in our ﬁnancial statements are currently adequate in light of the probable and estimable liabilities, there can be no assurances that the amounts required to discharge alleged liabilities from lawsuits, claims and other legal proceedings and environmental matters, and to comply with applicable environmental laws, will not impact future operating results. market risk We are exposed to market risk, including changes in foreign currency exchange rates and interest rates. We use a variety of measures to monitor and manage these risks, including derivative ﬁnancial instruments. Since a substantial portion of our operations and revenue occur outside the United States, and in currencies other than the U.S. dollar, our results can be signiﬁcantly impacted by changes in foreign currency exchange rates. To manage our exposures to changes in currency exchange rates, we enter into various derivative ﬁnancial instruments such as forward contracts and options. These instruments generally mature within 12 months. At inception, select derivative instruments are designated as cash-ﬂow hedges of inventory purchases and sales, and of certain ﬁnancing transactions that are ﬁrmly committed or forecasted. Gains and losses on qualifying cash-ﬂow hedge transactions are deferred and recognized in the determination of income when the underlying transactions are realized, canceled or otherwise terminated. When hedging certain foreign currency transactions of a long-term investment nature, gains and losses are recorded in the currency translation adjustment component of stockholders’ equity. Gains and losses on other foreign exchange contracts are recognized in other income or expense as exchange rates change. For purposes of potential risk analysis, we use sensitivity analysis to quantify potential impacts that market rate changes may have on the fair values of our hedge portfolio related to ﬁrmly committed or forecasted transactions. The sensitivity analysis represents the hypothetical changes in value of the hedge position and does not reﬂect the related gain or loss on the forecasted underlying transaction. Due to the adoption of SFAS 133 on January 1, 2001, the 2000 sensitivity data has been restated to conform to the 2001 presentation. As of December 31, 2001 and 2000, a 10% appreciation in the value of the U.S. dollar against foreign currencies from the prevailing market rates would result in a $41 million increase or a $25 million increase in the fair value of the hedge portfolio, respectively. Conversely, a 10% depreciation of the U.S. dollar against foreign currencies from the prevailing market rates would result in a $9 million decrease or an $8 million decrease in the fair value of the hedge portfolio as of December 31, 2001 and 2000, respectively. The interest rate risk associated with our borrowing and investing activities at December 31, 2001 was not material in relation to our consolidated ﬁnancial position, results of operations or cash ﬂows. We generally do not use derivative ﬁnancial instruments to alter the interest rate characteristics of our investment holdings or debt instruments. The only ﬁnancial instruments that we utilize that are not exchange traded are foreign exchange forward contracts and options that we purchase exclusively from large ﬁnancial institutions. We record these contracts on our balance sheet at fair market value based upon market-price quotations from the ﬁnancial institutions. Accordingly, we do not enter into non-exchange traded contracts that require the use of fair value estimation techniques, and that would have a material impact on our ﬁnancial results. We are potentially subject to concentrations of credit risk on accounts receivable and ﬁnancial instruments such as hedging instruments, short-term investments, and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the balance sheet. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international ﬁnancial institutions (as counterparties to hedging transactions) and monitoring procedures. Our business often involves large transactions with customers, and if one or more of those customers were to default in its obligations under applicable contractual arrangements, we could be exposed to potentially signiﬁcant losses. Moreover, the recent downturn in the U.S. economy could have an adverse impact on the ability of our customers to pay their obligations on a timely basis. However, we believe that the reserves for potential losses are adequate. At December 31, 2001 and 2000, we did not have any major concentration of credit risk related to ﬁnancial instruments. 16 NCR 2001 Management’s Discussion and Analysis of Financial Condition and Results of Operations key accounting policies Revenue Recognition We are a solutions company that provides our customers with hardware, software, professional consulting services and customer support services. Consistent with other companies that provide similar solution offerings, revenue recognition is often complex and subject to multiple accounting pronouncements including Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), Statement of Position No. 97-2, “Software Revenue Recognition” (SoP 97-2) and related interpretations. We have described below our policy for revenue recognition which we believe is consistent with accounting principles generally accepted in the United States of America. In general, we consider revenue realized, or realizable, and earned when persuasive evidence of an arrangement exists, the products or services have been provided to the customer, the sales price is ﬁxed or determinable and collectability is reasonably assured. For our solutions, hardware and software revenue is recognized upon shipment, delivery, installation or customer acceptance of the product, as defined in the customer contract. Revenue is not recognized until the customer has use of the products, including both the hardware and software components. Other than a few small software businesses we operate, which generate approximately 1% of our annual revenue, we do not sell our software products without the related hardware as our software products are embedded in the hardware we sell. Our typical solution requires no signiﬁcant production, modiﬁcation or customization of the software or hard- ware that is essential to the functionality of the products other than installation for our more complex solutions. For these complex solutions, revenue is deferred until the installation is complete. As a solutions provider, our sales arrangements often include services in addition to hardware and software. These services could include hardware maintenance, upgrade rights, customer support and professional consulting services. For sales arrangements that include bundled hardware, software and services, we account for any undelivered service offering as a separate element of a multiple- element arrangement. These services are typically not essential to the functionality of the hardware and software. Revenue amounts deferred for services are determined based upon vendor-speciﬁc objective evidence of the fair value of the elements as prescribed in SoP 97-2. For these services, revenue is typically recognized ratably over the period beneﬁted or when the services are complete. If the services are essential to the functionality of the hardware and software, revenue from the hardware and software components is deferred until the essential services are complete. Use of Estimates As a result of our complex business, global scope and size, we are required to make signiﬁcant estimates in preparing our ﬁnancial statements. As described in Note 1 of Notes to Consolidated Financial Statements, actual results could differ from the amounts estimated and recorded in such statements. A description of each of our more signiﬁcant estimates follows: Provisions for Doubtful Accounts. We establish provisions for doubtful accounts using percentages of our accounts receivable balance as an overall proxy to reﬂect historical average credit losses and speciﬁcally provision for known issues. Given our experience, we believe that the reserves for potential losses are adequate, but if one or more of our larger customers were to default in its obligations under applicable contractual arrangements, we could be exposed to potentially signiﬁcant losses in excess of the provisions established. Inventory Reserves. We maintain inventory at the lower of average cost or net realizable value. Excess and obsolete reserves are established based on forecasted usage, orders, technological obsolescence and inventory aging. If our estimates related to forecasted usage are inaccurate, if orders are canceled or if changes in technology impact demand for our products in an unforeseen manner, we could be exposed to potentially signiﬁcant losses in excess of the reserves established. Warranty Reserves. We accrue warranty reserves using percentages of revenue as an overall proxy to reﬂect our historical average warranty claims. Given our experience, we believe that the reserves for potential warranty claims are adequate, but if one or more of our larger customers were to make unexpected warranty claims, we could be exposed to potential losses in excess of the provisions established. Management’s Discussion and Analysis of Financial Condition and Results of Operations NCR 2001 17 Investments in Marketable Securities. We classify our marketable securities as available-for-sale and account for them at fair value with net unrealized gains or losses reported, net of tax, within stockholders’ equity. If a decline in the fair value of a marketable security is deemed by us to be other than temporary, the cost basis of the investment is written down to estimated fair value, and the amount of the write-down is included in the determination of income. If our estimates of fair value are inaccurate, we could be exposed to potentially signiﬁcant losses up to the cost basis of the marketable equity securities. Long-Lived Assets. Long-lived assets such as property, plant and equipment, goodwill, software and investments are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash ﬂows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If our estimates about future undiscounted cash ﬂows or useful lives were to change, we could be exposed to potentially signiﬁcant losses. Pension, Postemployment and Postretirement. We estimate the expected return on plan assets, discount rate, involuntary turnover rate, rate of compensation increase and future health care costs, among other things, and rely on actuarial estimates, to assess the future potential liability and funding requirements of our pension, postemployment and postretirement plans. These estimates, if incorrect, could have a signiﬁcant impact on our consolidated ﬁnancial position, results of operations or cash ﬂows. Environmental and Legal Contingencies. We accrue legal and environmental provisions when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable. If we are able to determine that the amount of the liability is likely to fall into a range and no amount within that range can be determined to be the better estimate, we accrue at the minimum amount of the range. Our ultimate liability could be signiﬁcantly greater than the amounts currently reserved for in the consolidated ﬁnancial statements. Income Taxes. We estimate our tax liabilities based on current tax laws in the statutory jurisdictions in which we operate. Our estimates include judgments about deferred tax assets and liabilities resulting from temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes, as well as judgments regarding the realization of deferred tax assets. If our provisions for current or deferred taxes are not adequate, if we are unable to realize certain deferred tax assets or if the tax laws change unfavorably, we could experience potentially signiﬁcant losses in excess of the established provisions. Likewise, if our provisions for current and deferred taxes are in excess of those eventually needed, if we are able to realize additional deferred tax assets or if tax laws change favorably, we could experience potentially significant gains (see Note 5 of Notes to Consolidated Financial Statements). Basis of Consolidation The consolidated financial statements include the accounts of NCR and our majority-owned subsidiaries. Long-term investments in affiliated companies in which we own between 20% and 50%, and therefore exercise signiﬁcant inﬂuence, but which we do not control, are accounted for using the equity method. Investments in which we do not exercise signiﬁcant inﬂuence (generally, when we have an investment of less than 20% and no representation on the company’s Board of Directors) are accounted for using the cost method. We eliminate all signiﬁcant intercompany transactions and accounts. We do not have any special purpose entities whose ﬁnancial results are not included in the consolidated ﬁnancial statements. During the year, we did not participate in any material transactions with a related party, including members of the Board of Directors, executive officers, key employees, or former employees. recently issued accounting pronouncements A discussion of recently issued accounting pronouncements is described in Note 1 of Notes to Consolidated Financial Statements and we incorporate such discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations by reference and make it a part hereof. 18 NCR 2001 Management’s Discussion and Analysis of Financial Condition and Results of Operations REPORT OF MANAGEMENT We are responsible for the preparation, integrity and objectivity of our consolidated ﬁnancial statements and other ﬁnancial information presented in our Annual Report. The accompanying consolidated ﬁnancial statements were prepared in accordance with accounting principles generally accepted in the United States of America and include certain amounts based on currently available information and our judgment of current conditions and circumstances. We maintain an internal control structure designed to provide reasonable assurance, at reasonable cost, that our assets are safeguarded, and that transactions are properly authorized, executed, recorded and reported. This structure is supported by the selection and training of qualiﬁed personnel, by the proper delegation of authority and division of responsibility, and through dissemination of written policies and procedures. An ongoing program of internal audits and operational reviews assists us in monitoring the effectiveness of these controls, policies and procedures. The accounting systems and related other controls are modiﬁed and improved in response to changes in business conditions and operations, and recommendations made by our independent accountants and internal auditors. PricewaterhouseCoopers LLP, independent accountants, are engaged to perform audits of our consolidated financial statements. These audits are performed in accordance with auditing standards generally accepted in the United States of America, which include the consideration of our internal control structure. The Audit and Finance Committee of the Board of Directors, consisting entirely of independent directors who are not employees of NCR, monitors our accounting, reporting and internal control structure. Our independent accountants, internal auditors and manage- ment have complete and free access to the Audit and Finance Committee, which periodically meets directly with each group to ensure that their respective duties are being properly discharged. Lars Nyberg Chairman of the Board and Chief Executive Officer Earl Shanks Senior Vice President and Chief Financial Officer REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of NCR Corporation In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of NCR Corporation and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash ﬂows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These ﬁnancial statements are the responsibility of NCR Corporation’s management; our responsibility is to express an opinion on these ﬁnancial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁnancial statements, assessing the accounting principles used and signiﬁcant estimates made by management, and evaluating the overall ﬁnancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As addressed in Note 1 of the Notes to Consolidated Financial Statements, on January 1, 2001, NCR Corporation adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by Statement of Financial Accounting Standards No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities – an Amendment of FASB Statement No. 133,” the effect of which is reﬂected as a cumulative effect of change in accounting for the year ended December 31, 2001. Dayton, Ohio January 19, 2002 Report of Management and Report of Independent Accountants NCR 2001 19 CONSOLIDATED STATEMENTS OF INCOME For the year ended December 31 In millions, except per share amounts Revenue Product revenue Service revenue Total revenue Operating expenses Cost of products Cost of services Selling, general and administrative expenses Research and development expenses Total operating expenses Income from operations Interest expense Other expense (income), net Income before income taxes and cumulative effect of accounting change Income tax (beneﬁt) expense Income before cumulative effect of accounting change Cumulative effect of accounting change, net of tax Net income Net income per common share Basic before cumulative effect of accounting change Cumulative effect of accounting change Basic Diluted before cumulative effect of accounting change Cumulative effect of accounting change Diluted Weighted average common shares outstanding Basic Diluted The accompanying notes are an integral part of the consolidated ﬁnancial statements. 2001 2000 1999 $ 3,048 2,869 $ 3,178 2,781 $ 3,290 2,906 5,917 5,959 6,196 1,947 2,176 1,315 293 5,731 186 18 44 124 (97) 221 (4) $ 217 $ 2,000 2,092 1,329 333 5,754 205 13 (83) 275 97 178 – 178 2,099 2,207 1,471 341 6,118 78 12 (169) 235 (102) 337 – 337 $ $ 2.29 (0.04) $ 1.87 – $ 3.45 – $ 2.25 $ 1.87 $ 3.45 $ 2.22 (0.04) $ 1.82 – $ 3.35 – $ 2.18 $ 1.82 $ 3.35 96.7 99.6 95.1 98.0 97.6 100.6 20 NCR 2001 Consolidated Statements of Income CONSOLIDATED BALANCE SHEETS At December 31 In millions, except per share amounts Assets Current assets Cash, cash equivalents and short-term investments Accounts receivable, net Inventories, net Other current assets Total current assets Reworkable service parts and rental equipment, net Property, plant and equipment, net Other assets Total assets Liabilities and stockholders’ equity Current liabilities Short-term borrowings Accounts payable Payroll and beneﬁts liabilities Customer deposits and deferred service revenue Other current liabilities Total current liabilities Long-term debt Pension and indemnity liabilities Postretirement and postemployment beneﬁts liabilities Other liabilities Minority interests Total liabilities Commitments and contingencies (Note 9) Stockholders’ equity Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding at December 31, 2001 and 2000, respectively Common stock: par value $0.01 per share, 500.0 shares authorized, 97.4 and 95.2 shares issued and outstanding at December 31, 2001 and 2000, respectively Paid-in capital Retained earnings Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity The accompanying notes are an integral part of the consolidated ﬁnancial statements. 2001 2000 $ 336 1,126 280 221 1,963 224 629 2,039 $ 357 1,338 288 251 2,234 218 742 1,912 $ 4,855 $ 5,106 $ 138 362 217 319 482 $ 96 521 260 344 615 1,518 1,836 10 319 359 600 22 11 332 466 676 27 2,828 3,348 – – 1 1,235 861 (70) 2,027 1 1,156 644 (43) 1,758 $ 4,855 $ 5,106 Consolidated Balance Sheets NCR 2001 21 CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended December 31 In millions Operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: 2001 2000 1999 $ 217 $ 178 $ 337 Depreciation and amortization Deferred income taxes Income tax adjustment Other gain on assets, net Changes in assets and liabilities: Receivables Inventories Current payables Customer deposits and deferred service revenue Disbursements for employee severance and pension Other assets and liabilities Net cash provided by operating activities Investing activities Purchases of short-term investments Proceeds from sales and maturities of short-term investments Net expenditures and proceeds for reworkable service parts Expenditures for property, plant and equipment Proceeds from sales of property, plant and equipment Business acquisitions and investments Proceeds from sale of business Additions to capitalized software Other investing activities, net Net cash used in investing activities Financing activities Purchases of Company common stock Short-term borrowings, additions Short-term borrowings, repayments Long-term debt, additions Long-term debt, repayments Proceeds from employee stock plans Other ﬁnancing activities, net Net cash provided by (used in) ﬁnancing activities Effect of exchange rate changes on cash and cash equivalents (Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental data Cash (received) paid during the year for: Income taxes Interest The accompanying notes are an integral part of the consolidated ﬁnancial statements. 423 11 (138) (23) 212 8 (146) (25) (263) (130) 146 (23) 32 (117) (141) 40 (6) 44 (67) 5 (233) (60) 213 (171) 1 (2) 101 5 87 (12) (12) 347 361 32 – (8) (80) 28 80 (42) (248) (130) 171 (26) 208 (108) (216) 173 (319) – (67) (12) (367) (110) 10 (21) – (3) 122 (5) (7) (21) (224) 571 $ 335 $ 347 $ 358 (187) – (107) 358 85 (41) 13 (148) (61) 607 (354) 189 (104) (187) 240 (32) – (78) – (326) (269) 20 (33) 8 (1) 83 (2) (194) (4) 83 488 571 $ $ (8) 18 68 14 $ 61 16 22 NCR 2001 Consolidated Statements of Cash Flows CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Common Stock Amount Shares Paid-in Capital Accumulated Other Retained Comprehensive Income (Loss) Earnings In millions December 31, 1998 Employee stock purchase and stock compensation plans Proceeds from sale of put options Reclassiﬁcation of put option obligation Purchase of Company common stock Subtotal Net income Other comprehensive income (loss), net of tax: Currency translation adjustments Unrealized gains on securities: $ 99 3 – – (8) 94 – – Unrealized holding gains arising during the period – Less: reclassiﬁcation adjustment for gains included in net income Additional minimum pension liability Comprehensive income December 31, 1999 Employee stock purchase and stock compensation plans Purchase acquisitions Proceeds from sale of put options Expiration of put option obligation Purchase of Company common stock Subtotal Net income Other comprehensive income (loss), net of tax: Currency translation adjustments Unrealized (losses) gains on securities: – – – 94 3 1 – – (3) 95 – – Unrealized holding (losses) arising during the period – Less: reclassiﬁcation adjustment for gains included in net income Additional minimum pension liability Comprehensive income (loss) December 31, 2000 Employee stock purchase and stock compensation plans Proceeds from sale of put options Purchase of Company common stock Subtotal Net income Other comprehensive income (loss), net of tax: Currency translation adjustments Unrealized losses on securities: – – – 95 3 – (1) 97 – – Unrealized holding (losses) arising during the period – Less: reclassiﬁcation adjustment for losses included in net income Additional minimum pension liability Unrealized gains on derivatives Comprehensive income (loss) December 31, 2001 – – – – 97 $ The accompanying notes are an integral part of the consolidated ﬁnancial statements. $ $ 1,295 80 1 (13) (282) 1,081 – – – – – – 1,081 117 64 5 13 (124) 1,156 – – – – – – 1,156 124 1 (46) 1,235 – – – – – – – 129 – – – – 129 337 – – – – 337 466 – – – – – 466 178 – – – – 178 644 – – – 644 217 – – – – – 217 1 – – – – 1 – – – – – – 1 – – – – – 1 – – – – – – 1 – – – 1 – – – – – – – 1 Total $ 1,447 80 1 (13) (282) 1,233 337 (13) 54 (14) (1) 363 1,596 117 64 5 13 (124) 1,671 178 (42) (35) (3) (11) 87 1,758 124 1 (46) 1,837 $ 22 – – – – 22 – (13) 54 (14) (1) 26 48 – – – – – 48 – (42) (35) (3) (11) (91) (43) – – – (43) – 217 (42) (42) (3) 5 6 7 (3) 5 6 7 (27) (70) 190 $ 2,027 $ 1,235 $ 861 $ Consolidated Statements of Changes in Stockholders’ Equity NCR 2001 23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS note 1 description of business and signiﬁcant accounting policies Description of Business NCR Corporation and its subsidiaries (NCR or the Company) provide solutions worldwide that are designed speciﬁcally to enable businesses to build, expand and enhance their relationships with their customers by facilitating transactions and transforming data from transactions into useful business information. NCR offers specific solutions for the retail and financial industries and also provides solutions for industries including telecommunications, transportation, insurance, utilities and electronic commerce, as well as consumer goods manufacturers and government entities. These solutions are built on a foundation of long-established industry knowledge and consulting expertise, a range of hardware technology, value-adding software, global customer support services, and a complete line of business consumables. Business Restructuring During the fourth quarter of 1999, NCR established a restructuring plan aligned around three key solutions: Data Warehousing, Financial Self Service and Retail Store Automation. In connection with the restructuring plan, NCR recorded a pre-tax charge of $125 million in 1999 ($8 million in cost of revenue and $117 million in selling, general and administrative expenses), and incurred approximately $38 million of period costs during 2000 ($37 million in cost of revenue and $1 million in selling, general and administrative expenses). Cash payments under the plan totaled $36 million and $10 million in 2000 and 1999, respectively. The restructuring plan was substantially complete at December 31, 2000. Basis of Consolidation The consolidated ﬁnancial statements include the accounts of NCR and its majority-owned subsidiaries. Long-term investments in affiliated companies in which NCR owns between 20% and 50%, and therefore exercises signiﬁcant inﬂuence, but which it does not control, are accounted for using the equity method. Investments in which NCR does not exercise signiﬁcant inﬂuence (generally, when NCR has an investment of less than 20% and no representation on the company’s Board of Directors) are accounted for using the cost method. All significant intercompany transactions and accounts have been eliminated. The Company does not have any special purpose entities whose ﬁnancial results are not included in the consolidated ﬁnancial statements. Use of Estimates The preparation of ﬁnancial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the ﬁnancial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Foreign Currency For many NCR international operations, the local currency is designated as the functional currency. Accordingly, assets and liabilities are translated into U.S. dollars at year-end exchange rates, and revenues and expenses are translated at average exchange rates prevailing during the year. Currency translation adjustments resulting from fluctuations in exchange rates are recorded in other comprehensive income. In the normal course of business, NCR enters into various ﬁnancial instruments, including derivative ﬁnancial instruments. NCR uses foreign exchange forward contracts and options to reduce the Company’s exposure to changes in currency exchange rates, primarily as it relates to inventory purchases by marketing units and inventory sales by manufacturing units. Derivatives used as a part of NCR’s risk management strategy, which are designated at inception as cash-ﬂow hedges, are measured for effectiveness both at inception and on an ongoing basis. For foreign exchange contracts designated as cash-ﬂow hedges, the gains or losses are deferred in other comprehensive income and recognized in the determination of income as adjustments of carrying amounts when the underlying hedged transaction is realized, canceled or otherwise terminated. For the year ended December 31, 2001, NCR reclassiﬁed net gains of $1 million to other income as a result of discontinuance of cash-flow hedges. The net gain related to the ineffectiveness of all 24 NCR 2001 Notes to Consolidated Financial Statements cash-ﬂow hedges was not material during 2001. At December 31, 2001, before-tax deferred net gains recorded in other comprehensive income related to cash-ﬂow hedges were $10 million, and are expected to be reclassiﬁed to earnings during the next twelve months. When hedging certain foreign currency transactions of a long-term investment nature, gains and losses are recorded in the currency translation adjustment component of stockholders’ equity. Gains and losses on foreign exchange contracts that are not used to hedge currency transactions of a long-term investment nature, or that are not designated as cash-flow hedges, are recognized in other income or expense as exchange rates change. The impact of these hedging activities were not material to the Company’s consolidated financial position, results of operations or cash ﬂows. Settlement payments are primarily based on net gains and losses related to foreign exchange derivatives and are included in cash ﬂows from operating activities in the consolidated statements of cash ﬂows. Revenue Recognition NCR’s revenue recognition policy is consistent with the requirements of Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), Statement of Position No. 97-2, “Software Revenue Recognition” (SoP 97-2) and other applicable revenue recognition guidance and interpretations. In general, the Company records revenue when it is realized, or realizable, and earned. The Company considers these requirements met when persuasive evidence of an arrangement exists, the products or services have been provided to the customer, the sales price is ﬁxed or determinable and collectability is reasonably assured. For the Company’s solutions, hardware and software revenue is recognized upon shipment, delivery, installation or customer acceptance of the product, as deﬁned in the customer contract. Revenue is not recognized until the customer has use of the products, including both the hardware and software components. Other than a few small software businesses NCR operates, which generate approximately 1% of the Company’s annual revenue, NCR does not sell its software products without the related hardware as the software products are embedded in the hardware. The Company’s typical solution requires no significant production, modification or customization of the software or hardware that is essential to the functionality of the products other than installation for its more complex solutions. For these complex solutions, revenue is deferred until the installation is complete. As a solutions provider, the Company’s sales arrangements often include services in addition to hardware and software. These services could include hardware maintenance, upgrade rights, customer support and professional consulting services. For sales arrangements that include bundled hardware, software and services, NCR accounts for any undelivered service offering as a separate element of a multiple-element arrangement. These services are typically not essential to the functionality of the hardware and software. Amounts deferred for services are determined based upon vendor-speciﬁc objective evidence of the fair value of the elements as prescribed in SoP 97-2. For these services, revenue is typically recognized ratably over the period beneﬁted or when the services are complete. If the services are essential to the functionality of the hardware and software, revenue from the hardware and software components is deferred until the essential services are complete. Warranty, Post Sales Support and Sales Returns Provisions for product warranties, post sales support, and sales returns and allowances are recorded in the period in which the related revenue is recognized. The Company accrues warranty reserves and sales returns and allowances using percentages of revenue as an overall proxy to reﬂect the Company’s historical average warranty and sales return claims. Income Taxes Income tax expense is provided based on income before income taxes. Deferred income taxes reﬂect the impact of temporary differences between assets and liabilities recognized for ﬁnancial reporting purposes and such amounts recognized for tax purposes. These deferred taxes are measured by applying currently enacted tax laws. NCR records valuation allowances related to its deferred income tax assets when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Net Income Per Common Share Basic earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the reported period. The calculation of diluted earnings per share is similar to basic, except that the weighted average number of shares outstanding includes the additional dilution from potential common stock, such as stock options and restricted stock awards. Notes to Consolidated Financial Statements NCR 2001 25 Cash, Cash Equivalents and Short-Term Investments All short-term, highly liquid investments having original maturities of three months or less are considered to be cash equivalents. Short-term investments include certiﬁcates of deposit, commercial paper and other investments having maturities less than one year. Such investments are stated at cost, which approximates fair value at December 31, 2001 and 2000. Transfer of Financial Assets NCR offers its customers the option to acquire its products and services through payment plans, ﬁnancing or leasing contracts. From time to time, the Company factors certain receivables, or transfers future payments under these contracts, to ﬁnancing institutions on a non-recourse basis. NCR may act as servicing agent for the purchaser and retain collection and administrative responsibilities. These transfers are recorded as sales of the related accounts receivable when NCR is considered to have surrendered control of such receivables. The Company had factored receivables of approximately $76 million and $58 million at December 31, 2001 and 2000, respectively. The related cost of the factoring was immaterial to the Company’s consolidated ﬁnancial results. Inventories Inventories are stated at the lower of average cost or net realizable value. Excess and obsolete reserves are established based on forecasted usage, orders, technological obsolescence and inventory aging. Investments in Marketable Securities All marketable securities, which are included in other assets, are deemed by management to be available-for-sale and are reported at fair value with net unrealized gains or losses reported, net of tax, within stockholders’ equity. If a decline in the fair value of a marketable security is deemed by management to be other than temporary, the cost basis of the investment is written down to fair value, and the amount of the write-down is included in the determination of income. Realized gains and losses are recorded based on the speciﬁc identiﬁcation method and average cost method, as appropriate, based upon the investment type. The fair value of the Company’s investments in marketable securities in aggregate was $73 million and $72 million at December 31, 2001 and 2000, respectively. The cost basis of the Company’s investments in marketable securities was $69 million and $70 million at December 31, 2001 and 2000, respectively. Long-Lived Assets Capitalized Software. Certain direct development costs associated with internal-use software are capitalized within other assets and are amortized over the estimated useful lives of the resulting software. NCR typically amortizes capitalized internal-use software over three years beginning when the asset is substantially ready for use. Research and development costs incurred for the development of computer software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. These costs are included within other assets and are amortized over the estimated useful lives of the resulting software. The Company typically amortizes capitalized software over three years beginning when the product is available for general release. Costs capitalized include direct labor and related overhead costs. Costs incurred prior to technological feasibility and after general release are expensed as incurred. Amortization of capitalized software development costs was $70 million in 2001, $68 million in 2000 and $63 million in 1999. Gross capitalized software development costs were $252 million and $242 million at December 31, 2001 and 2000, respectively, and accumulated amortization for capitalized software development costs was $144 million and $131 million at December 31, 2001 and 2000, respectively. Goodwill. Goodwill is included in other assets and is carried at cost less accumulated amortization. Goodwill amortization was computed on a straight-line basis over estimated useful lives ranging from three to 20 years. Goodwill amortization expense recorded in operating expense was $67 million, $33 million and $20 million, in 2001, 2000 and 1999, respectively. Goodwill amortization expense recorded in other expense was $7 million, $6 million and $3 million in 2001, 2000 and 1999, respectively. Accumulated amortization was $127 million and $58 million at December 31, 2001 and 2000, respectively. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangibles” (SFAS 142), NCR will no longer amortize goodwill beginning January 1, 2002. Furthermore, NCR will conduct goodwill impairment analyses at least annually using one or more of the asset impairment tests described in the statement. 26 NCR 2001 Notes to Consolidated Financial Statements Property, Plant and Equipment. Property, plant and equipment, reworkable service parts, and rental equipment are stated at cost less accumulated depreciation. Reworkable service parts are those parts that can be reconditioned and used in installation and ongoing maintenance services and integrated service solutions for NCR’s customers. Depreciation is computed over the estimated useful lives of the related assets primarily on the straight-line basis. Buildings are depreciated over 25 to 45 years, machinery and other equipment over three to 10 years and reworkable service parts over three to six years. Valuation of Long-Lived Assets. Long-lived assets such as property, plant and equipment, goodwill, software and investments are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash ﬂows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Reclassiﬁcations Certain prior year amounts have been reclassiﬁed to conform to the 2001 presentation. Recently Issued Accounting Pronouncements Statement of Financial Accounting Standards No. 133 and No. 138. NCR adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133), as amended by Statement of Financial Accounting Standards No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities – an Amendment of FASB Statement No. 133” (SFAS 138), on January 1, 2001. SFAS 133 and SFAS 138 require that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction, and if it is, the type of hedge transaction. For fair value hedge transactions in which the Company is hedging changes in the fair value of an asset, liability or ﬁrm commitment, changes in the fair value of the derivative instrument will be offset in the income statement by changes in the hedged item’s fair value. For cash ﬂow hedge transactions in which the Company is hedging the variability of cash ﬂows related to a variable rate asset, liability or a forecasted transaction, changes in the fair value of the derivative instrument will generally be reported in other comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be reclassiﬁed to earnings in the periods in which earnings are impacted by the variability of the cash ﬂows of the underlying hedged item. To the extent that a qualifying hedge is terminated or ceases to be effective as a hedge, any deferred gains and losses recorded in other comprehensive income to that point continue to be deferred and are included in the basis of the underlying transaction. To the extent anticipated transactions are no longer likely to occur, the related hedges are closed with gains or losses recognized in earnings in the current period. On January 1, 2001, NCR recorded net-of-tax, cumulative-effect-type losses of $6 million and $4 million, in accumulated other comprehensive income and net income, respectively, to recognize at fair value all derivative instruments that were designated as hedging instruments. Statement of Financial Accounting Standards No. 141. In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141, “Business Combinations” (SFAS 141). SFAS 141, which supersedes Accounting Principles Board Opinion No. 16, “Business Combinations” and Statement of Financial Accounting Standards No. 38, “Accounting for Preacquisition Contingencies of Purchased Enterprises,” requires that all business combinations entered into after the effective date of July 1, 2001, be accounted for by the purchase method. SFAS 141 further deﬁnes criteria for recognition of intangible assets apart from goodwill and disclosure requirements for business combinations. NCR does not expect this standard to have any material impact on the Company’s consolidated ﬁnancial position, results of operations or cash ﬂows. Statement of Financial Accounting Standards No. 142. In July 2001, the FASB issued SFAS 142. SFAS 142, which supersedes Accounting Principles Board Opinion No. 17, “Intangible Assets,” deﬁnes new accounting treatment for goodwill and other intangible assets. This standard eliminates the amortization of goodwill and other intangible assets that have indeﬁnite lives. It establishes a requirement that goodwill and other intangible assets with indeﬁnite lives be tested at least annually for impairment, provides speciﬁc guidance on such testing, and requires disclosures of information about goodwill and other intangible assets in the years subsequent to their acquisition. SFAS 142 is effective for ﬁscal years beginning after December 15, 2001; however, consistent with the requirements of the standard, goodwill and other intangible assets acquired after June 30, 2001 will be immediately subject to the new provisions. In 2002, the Company expects to recognize annual amortization expense savings of approximately $70 million, of which less than $5 million would have been recognized in other expense. The Company is currently evaluating the goodwill asset under the SFAS 142 transitional impairment test and has not yet determined whether there will be an impairment loss. Any transitional impairment loss will be recognized as a change in accounting principle. Notes to Consolidated Financial Statements NCR 2001 27 Statement of Financial Accounting Standards No. 143. In August 2001, the FASB issued Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (SFAS 143). SFAS 143, which amends Statement of Financial Accounting Standards No. 19, “Financial Accounting and Reporting by Oil and Gas Producing Companies,” establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. The objective of SFAS 143 is to provide guidance for legal obligations associated with the retirement of tangible long-lived assets. The retirement obligations included within the scope of this project are those that an entity cannot avoid as a result of either acquisition, construction or normal operation of a long-lived asset. This statement is effective for ﬁnancial statements issued for ﬁscal years beginning after June 15, 2002. NCR does not expect this standard to have any material impact on the Company’s consolidated ﬁnancial position, results of operations or cash ﬂows. Statement of Financial Accounting Standards No. 144. In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). SFAS 144 supersedes Statement of Financial Accounting Standards No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” (SFAS 121) and amends Accounting Principles Board Opinion No. 30, “Reporting Results of Operations – Reporting the Effects of Disposal of a Segment of a Business.” This statement develops one accounting model (based on the model in SFAS 121) for long-lived assets to be disposed of, expands the scope of discontinued operations and modiﬁes the accounting for discontinued operations. This statement is effective for fiscal years beginning after December 15, 2001. NCR does not expect this standard to have any material impact on the Company’s consolidated ﬁnancial position, results of operations or cash ﬂows. note 2 business combinations, divestitures and equity investments During 2001, 2000 and 1999, NCR completed a number of acquisitions accounted for as purchase business combinations. The earnings from the acquired entities were included in NCR’s consolidated ﬁnancial results from the dates of acquisition. Purchase price and related acquisition costs were allocated to the acquired tangible and intangible assets and liabilities based on fair market values, with residual amounts recorded as goodwill. Also, in 2001, 2000 and 1999, NCR completed other investments and sold assets related to portions of its businesses to third parties. During 2001, NCR acquired two companies that were not individually, or in the aggregate, signiﬁcant to its ﬁnancial position, results of operations or cash ﬂows. In 2001, the Company recorded approximately $9 million of integration costs related to acquisitions, which were expensed as incurred ($6 million in cost of revenue and $3 million in selling, general and administrative expenses). Also during 2001, NCR sold its account and item processing outsourcing businesses for approximately $44 million. Unaudited pro forma ﬁnancial information has not been presented because the effects of the acquisitions and divestitures were not material on either an individual or aggregate basis. During 2000, NCR completed several acquisitions including 4Front Technologies, Inc. (4Front). The acquisitions resulted in total goodwill of $431 million that was being amortized over various periods of ﬁve to ten years, and in-process research and development charges of $25 million. The total amount of stock issued as part of the acquisitions was $64 million. NCR recorded approximately $2 million of integration costs related to acquisitions in 2000, which were expensed as incurred ($1 million in cost of revenue and $1 million in selling, general and administrative expenses). All purchase accounting adjustments for acquisitions completed in 2000 were ﬁnalized and included in the 2001 results. Assuming the acquisition of 4Front had occurred at the beginning of 2000, the unaudited pro forma revenue, net income and net income per common share for the period ended December 31, 2000 would have been: In millions, except per share amounts Revenue Net income Net income per common share Basic Diluted Pro Forma 2000 Reported $ 6,138 147 $ 5,959 178 $ 1.55 1.50 $ 1.87 1.82 Unaudited pro forma ﬁnancial information for other acquisitions and divestitures completed in 2000 has not been presented because the effects of the acquisitions and divestitures were not material on either an individual or aggregate basis. 28 NCR 2001 Notes to Consolidated Financial Statements note 3 supplemental ﬁnancial information For the year ended December 31 In millions Other expense (income) Interest income Other gain on assets, net Fox River provision (see Note 9) Other, net Other expense (income), net At December 31 In millions Cash, cash equivalents and short-term investments Cash and cash equivalents Short-term investments Total cash, cash equivalents and short-term investments Accounts receivable Trade Other Accounts receivable, gross Less: allowance for doubtful accounts Total accounts receivable, net Inventories Finished goods, net Work in process and raw materials, net Total inventories, net Other current assets Current deferred tax assets Other Total other current assets Reworkable service parts and rental equipment Reworkable service parts and rental equipment, gross Less: accumulated depreciation Total reworkable service parts and rental equipment, net Property, plant and equipment Land and improvements Buildings and improvements Machinery and other equipment Property, plant and equipment, gross Less: accumulated depreciation Total property, plant and equipment, net 2001 2000 1999 $ $ (10) (23) 40 37 $ 44 $ (31) (33) 2 (21) (83) $ (26) (107) 2 (38) $ (169) 2001 2000 $ 335 1 $ 336 $ $ 347 10 357 $ 1,093 87 $ 1,255 107 1,180 54 1,362 24 $ 1,126 $ 1,338 $ 198 82 $ 280 $ 113 108 $ 221 $ 462 238 $ 224 $ 88 556 1,058 1,702 1,073 $ $ $ $ $ $ $ 219 69 288 123 128 251 494 276 218 103 641 1,107 1,851 1,109 $ 629 $ 742 Notes to Consolidated Financial Statements NCR 2001 29 note 3 supplemental ﬁnancial information (continued) At December 31 In millions Other assets Prepaid pension cost Goodwill, net Other Total other assets Other liabilities Income taxes Other Total other liabilities Accumulated other comprehensive loss Currency translation adjustments Unrealized gain on securities Unrealized gain on derivatives Additional minimum pension liability and other Total accumulated other comprehensive loss note 4 debt obligations 2001 2000 $ 1,104 457 478 $ 932 532 448 $ 2,039 $ 1,912 $ $ $ $ 440 160 600 (54) 3 7 (26) (70) $ $ $ $ 525 151 676 (12) 1 – (32) (43) NCR had debt with scheduled maturities of less than one year of $138 million and $96 million at December 31, 2001 and 2000, respectively. The weighted average interest rate for such debt was 3.5% at December 31, 2001 and 7.2% at December 31, 2000. The decrease in the weighted average interest rate reﬂects the general decline in interest rates and a higher proportion of debt in Japan (which has lower interest rates) in 2001 versus the prior year. NCR had long-term debt and notes totaling $10 million and $11 million at December 31, 2001 and 2000, respectively. These obligations had U.S. dollar equivalent interest rates ranging from 7.3% to 14.0% with scheduled maturity dates from 2004 to 2020. The scheduled maturities of the outstanding long-term debt and notes during the next five years are $3 million in 2004 and the remainder after 2007. In 1996, NCR entered into a $600 million ﬁve-year, unsecured revolving credit facility with a syndicate of ﬁnancial institutions which was scheduled to mature in November 2001. In October 2001, NCR terminated the $600 million credit facility and entered into a $200 million 364-day unsecured revolving credit facility with a one year term-out option and a $400 million ﬁve-year unsecured revolving credit facility, both with a syndicate of financial institutions. The credit facilities contain certain representations and warranties; conditions; affirmative, negative and ﬁnancial covenants; and events of default customary for such facilities. Interest rates charged on borrowings outstanding under the credit facilities are based on prevailing market rates. No amounts were outstanding under the facilities as of December 31, 2001, 2000 or 1999. note 5 income taxes For the years ended December 31, income before income taxes consisted of the following: In millions Income (loss) before income taxes and cumulative effect of accounting change United States Foreign Total income before income taxes and cumulative effect of accounting change $ 289 (165) $ 124 $ $ 319 (44) 275 $ $ 264 (29) 235 2001 2000 1999 30 NCR 2001 Notes to Consolidated Financial Statements For the years ended December 31, income tax (beneﬁt) expense consisted of the following: In millions Income tax (beneﬁt) expense Current Federal State and local Foreign Deferred Federal State and local Foreign Total income tax (beneﬁt) expense 2001 2000 1999 $ $ 9 2 (119) 7 (4) 8 $ (97) $ 32 2 31 35 3 (6) 97 $ 24 2 59 (218) (14) 45 $ (102) The following table presents the principal components of the difference between the effective tax rate and the U.S. federal statutory income tax rate for the years ended December 31: In millions Income tax expense at the U.S. federal tax rate of 35% Foreign income tax differential U.S. permanent book/tax differences (principally goodwill) U.S. tax losses and valuation allowance Other, net Total income tax (beneﬁt) expense 2001 2000 1999 $ $ 43 (147) 9 – (2) $ (97) $ 96 (8) 6 – 3 97 $ 82 74 – (260) 2 $ (102) NCR’s tax provisions include a provision for income taxes in those tax jurisdictions where its subsidiaries are proﬁtable, but reﬂect only a portion of the tax beneﬁts related to certain foreign subsidiaries’ tax losses due to the uncertainty of the ultimate realization of future beneﬁts from these losses. In 2001, the foreign income tax differential included a $138 million income tax beneﬁt realized from the favorable resolution of international income tax issues. In 1999, U.S. tax losses and valuation allowance included the recognition of $232 million of the Company’s federal and a portion of its state deferred income tax assets that were previously subject to a valuation allowance. Deferred income tax assets and liabilities included in the balance sheets at December 31 were as follows: In millions Deferred income tax assets Employee pensions and other beneﬁts Other balance sheet reserves and allowances Tax loss and credit carryforwards Capitalized research and development Property, plant and equipment Other Total deferred income tax assets Valuation allowance Net deferred income tax assets Deferred income tax liabilities Property, plant and equipment Employee pensions and other beneﬁts Taxes on undistributed earnings of foreign subsidiaries Other Total deferred income tax liabilities Total net deferred income tax assets 2001 2000 $ $ 37 150 343 120 46 94 790 (281) 509 32 245 – 41 318 $ 191 $ 110 170 445 – 29 90 844 (304) 540 72 164 58 63 357 183 Notes to Consolidated Financial Statements NCR 2001 31 NCR recorded valuation allowances related to certain deferred income tax assets due to the uncertainty of the ultimate realization of future beneﬁts from those assets. The valuation allowance covers deferred tax assets, primarily tax loss carryforwards, in tax jurisdictions where there is uncertainty as to the ultimate realization of a beneﬁt from those tax losses. As of December 31, 2001, NCR had U.S. federal and foreign tax loss carryforwards of approximately $411 million. The tax loss carryforwards subject to expiration will expire in the years 2002 through 2020. NCR did not provide for U.S. federal income taxes or foreign withholding taxes on approximately $565 million and $568 million of undistributed earnings of its foreign subsidiaries as of December 31, 2001 and 2000, respectively, because such earnings are intended to be reinvested indeﬁnitely. The income tax (beneﬁt) expense related to other comprehensive income for 2001, 2000 and 1999 was $(15) million, $(48) million and $5 million, respectively. note 6 stock compensation plans, purchases of company common stock and put options Stock Compensation Plans The NCR Management Stock Plan provides for the grant of several different forms of stock-based beneﬁts, including stock options, stock appreciation rights, restricted stock awards, performance awards, other stock unit awards and other rights, and interests or options relating to shares of NCR common stock to employees and non-employee directors. Stock options are generally granted at the fair market value of the common stock at the date of grant, generally have a ten-year term and vest within three years of the grant date. Grants that were issued before 1998 generally had a four-year vesting period. Options to purchase common stock may be granted under the authority of the Board of Directors. Option terms as determined by the Compensation Committee of the Board of Directors will not exceed ten years, as consistent with the Internal Revenue Code. The plan was adopted by the Board of Directors, with stockholder approval, effective January 1, 1997. The plan contains an evergreen provision that initially authorized and made available for grant 5.6% of the outstanding shares as of January 1, 1997, as well as sufficient shares to replace all outstanding awards held by active NCR employees for shares of AT&T Corp. (AT&T) stock. Thereafter, the number of shares authorized under the plan increases each calendar year by 4% of the outstanding shares on the ﬁrst day of the year for the 10-year term of the plan without the need for additional Board approval. The number of shares of common stock authorized and available for grant under this plan were approximately 21 million and 6 million, respectively, at December 31, 2001. NCR adopted the WorldShares Plan effective as of December 31, 1996, the date AT&T distributed to its stockholders all of its interest in NCR on the basis of one share of NCR common stock for each 16 shares of AT&T common stock (the Distribution). The plan provided for the grant of nonstatutory stock options to substantially all NCR employees at the time of the Distribution. NCR provided each participant with an option to purchase shares of NCR common stock with an aggregate market value of $3,000 as of the Distribution date. Such options had an exercise price of $33.44, equal to the market value of NCR common stock on January 2, 1997, and had a ﬁve-year expiration period. Subject to certain conditions, participants became fully vested and able to exercise their options January 2, 1998. The WorldShares Plan terminated on January 2, 2002, and all unexercised options expired. A summary of stock option activity under the NCR Management Stock Plan and the WorldShares Plan follows (shares in thousands): Outstanding at beginning of year Granted Exercised Canceled Expired Outstanding at end of year 2001 Weighted Average Exercise Price $ 36.52 43.89 32.73 38.41 34.10 Shares Under Option 15,915 3,598 (2,481) (864) (649) 2000 Weighted Average Exercise Price $ 35.22 38.50 32.07 37.44 34.26 1999 Weighted Average Exercise Price $ 33.13 40.64 31.36 36.47 33.27 Shares Under Option 12,906 3,967 (1,631) (504) (161) Shares Under Option 14,577 4,491 (2,327) (593) (233) 15,519 $ 38.87 15,915 $ 36.52 14,577 $ 35.22 32 NCR 2001 Notes to Consolidated Financial Statements The following table summarizes information about stock options outstanding at December 31, 2001 (shares in thousands): Range of Exercise Price $5.92 to $14.51 $15.28 to $29.72 $30.31 to $51.63 Total Stock Options Outstanding Stock Options Exercisable Shares Weighted Average Remaining Contractual Life 2 0.16 years 248 4.83 years 15,269 6.90 years 15,519 Weighted Average Exercise Price $ 9.68 26.39 39.07 $ 38.87 Weighted Average Exercise Price $ 9.68 26.15 36.94 Shares 2 223 8,065 8,290 $ 36.64 There were approximately 8.4 million stock options with a weighted average exercise price of $34.67 exercisable at December 31, 2000. At December 31, 1999, there were approximately 8.2 million stock options exercisable with a weighted average exercise price of $33.31. NCR accounts for its stock-based compensation plans using the intrinsic value-based method, which requires compensation expense for options to be recognized when the market price of the underlying stock exceeds the exercise price on the date of grant. Compensation cost charged against income for NCR’s stock-based plans was not material in 2001, 2000 and 1999. If NCR recognized stock-based compensation expense based on the fair value of granted options at the grant date, net income and net income per diluted share for the years ended December 31 would have been as follows: In millions, except per share amounts Net income As reported Pro forma Net income per diluted share As reported Pro forma 2001 2000 1999 $ 217 177 $ 178 140 $ 337 309 $ 2.18 1.78 $ 1.82 1.43 $ 3.35 3.07 The pro forma amounts calculated are not necessarily indicative of the effects on net income and net income per diluted share in future years. The pro forma net income and net income per diluted share for all periods presented were computed using the fair value of options as calculated using the Black-Scholes option-pricing method. The following weighted average assumptions were used for the years ended December 31: Dividend yield Risk-free interest rate Expected volatility Expected holding period (years) 2001 – 4.86% 1999 2000 – – 4.97% 6.41% 40.00% 40.00% 40.00% 5.0 4.9 5.0 The weighted average fair value of NCR stock options calculated using the Black-Scholes option-pricing model for options granted during the years ended December 31, 2001, 2000 and 1999 was $18.53, $17.42 and $17.39 per share, respectively. The NCR Employee Stock Purchase Plan enables eligible employees to purchase NCR’s common stock at 85% of the average market price at the end of the last trading day of each month. Employees may authorize payroll deductions of up to 10% of eligible compensation for common stock purchases. During 2001, 2000 and 1999, employees purchased approximately 700 thousand, 800 thousand and 900 thousand shares, respectively, of NCR common stock for approximately $25 million, $27 million and $30 million, respectively. The number of shares authorized and available for grant under this plan at December 31, 2001 were approximately 8 million and 4 million, respectively. Purchase of Company Common Stock On December 8, 2000, NCR’s Board of Directors approved a share repurchase program authorizing the systematic repurchase of shares of Company common stock to offset the dilutive effect of the employee stock plans. The systematic repurchase program is funded by the proceeds from the purchase of shares under the Company’s Employee Stock Purchase Plan and the exercise of options. Stock will be repurchased periodically on an ongoing basis in the open market or through privately negotiated transactions at management’s discretion. The repurchased shares are added to NCR’s authorized, but unissued shares. During 2001, NCR committed Notes to Consolidated Financial Statements NCR 2001 33 approximately $46 million to the repurchase of approximately 1.2 million shares under this program at an average price per share of $38.12. In 2000, NCR committed approximately $88 million to the repurchase of approximately 1.8 million shares under this program at an average price per share of $48.75. This program is expected to continue in 2002. Under a separate share repurchase program, the Board of Directors on April 15, 1999 and October 21, 1999 authorized $500 million for share repurchases. As of December 31, 2001, the Company had purchased approximately $319 million of the total $500 million authorized. No shares were repurchased under this program in 2001. During 2000, approximately 1.1 million shares were repurchased under this program at an average cost of $34.04 per share. Put Options From time to time, the Company sells put options that entitle the holder of each option to sell to the Company, by physical delivery, shares of common stock at a speciﬁed price. In a single private placement during the third quarter of 2001, the Company sold put options for 400 thousand shares of common stock. These put options were designated as part of the repurchase program approved by NCR’s Board of Directors on December 8, 2000. Of these 400 thousand options, 250 thousand were retired prior to the exercise date. The remaining 150 thousand were eventually exercised at an average price of $37.00. There were no put options outstanding at December 31, 2001. During 2000, in a series of private placements, the Company sold put options for 2.0 million shares of common stock. Of these 2.0 million options, 1.6 million expired unexercised during 2000 and 400 thousand were exercised during the third quarter of 2000 at an average price of $37.00 per share. In a single private placement during the fourth quarter of 1999, the Company sold put options for 400 thousand shares of common stock. These put options expired unexercised in the ﬁrst quarter of 2000. The put option obligations had no signiﬁcant effect on diluted earnings per share for the periods presented. NCR received net premiums related to Company put options of approximately $1 million and $5 million in 2001 and 2000, respectively. The put option activity is summarized as follows: In millions December 31, 1999 Sales Exercises/Retirements Expirations December 31, 2000 Sales Exercises/Retirements December 31, 2001 Put Options Outstanding Potential Obligation Number of Options 0.4 $ 13.1 2.0 (0.4) (2.0) 73.0 (14.8) (71.3) – $ – 0.4 (0.4) 14.8 (14.8) – $ – At December 31, 1999, the amount related to the Company’s potential repurchase obligation of approximately $13 million was reclassiﬁed from stockholders’ equity to put options. note 7 employee beneﬁt plans Pension and Postretirement Plans NCR sponsors deﬁned beneﬁt plans for substantially all U.S. employees and the majority of international employees. For salaried employees, the deﬁned beneﬁt plans are based primarily upon compensation and years of service. For certain hourly employees in the United States, the beneﬁts are based on a ﬁxed dollar amount per year of service. NCR’s funding policy is to contribute annually not less than the minimum required by applicable laws and regulations. Assets of NCR’s deﬁned beneﬁt plans are primarily invested in publicly traded common stocks, corporate and government debt securities, real estate investments and cash or cash equivalents. Prior to September 1998, substantially all U.S. employees who reached retirement age while working for NCR were eligible to participate in a postretirement beneﬁt plan. The plan provides medical care and life insurance beneﬁts to retirees and their eligible dependents. In September 1998, the plan was amended whereby U.S. participants who had not reached a certain age and years of service with NCR were no longer eligible for such beneﬁts. Non-U.S. employees are typically covered under government sponsored programs, and NCR generally does not provide postretirement beneﬁts other than pensions to non-U.S. retirees. NCR generally funds these beneﬁts on a pay-as-you-go basis. 34 NCR 2001 Notes to Consolidated Financial Statements Reconciliation of the beginning and ending balances of the beneﬁt obligations for NCR’s pension and postretirement beneﬁt plans were: In millions Change in beneﬁt obligation Beneﬁt obligation at January 1 Gross service cost Interest cost Amendments Actuarial loss Beneﬁts paid Currency translation adjustments Other Beneﬁt obligation at December 31 Pension Beneﬁts 2000 2001 Postretirement Beneﬁts 2000 2001 $ 3,593 78 234 3 12 (240) (57) (2) $ 3,462 81 234 52 99 (245) (93) 3 $ 332 1 25 – 31 (42) – – $ 326 1 24 (2) 21 (38) – – $ 3,621 $ 3,593 $ 347 $ 332 A reconciliation of the beginning and ending balances of the fair value of the plan assets of NCR’s pension plan follows: In millions Change in plan assets Fair value of plan assets at January 1 Actual return on plan assets Company contributions Beneﬁts paid Currency translation adjustments Other Fair value of plan assets at December 31 Pension Beneﬁts 2000 2001 $ 4,540 (528) 59 (240) (51) (5) $ 4,707 120 62 (245) (108) 4 $ 3,775 $ 4,540 Accrued pension and postretirement beneﬁt assets (liabilities) included in NCR’s consolidated balance sheets at December 31 were: In millions Reconciliation to balance sheet Funded status Unrecognized net loss (gain) Unrecognized prior service cost (beneﬁt) Unrecognized transition asset Net amount recognized Total recognized amounts consist of: Prepaid beneﬁt cost Accrued beneﬁt liability Intangible asset Accumulated other comprehensive income Net amount recognized Pension Beneﬁts 2000 2001 Postretirement Beneﬁts 2000 2001 $ 154 600 45 (5) $ 947 (380) 66 (25) $ (347) 40 (26) – $ (332) 6 (36) – $ 794 $ 608 $ (333) $ (362) $ 1,104 (343) 3 30 $ 932 (366) 4 38 $ – (333) – – $ – (362) – – $ 794 $ 608 $ (333) $ (362) The weighted average rates and assumptions utilized in accounting for these plans for the years ended December 31 were: In millions Discount rate Expected return on plan assets Rate of compensation increase 2001 6.9% 9.8% 4.2% Pension Beneﬁts 1999 2000 7.0% 10.0% 4.2% 7.0% 10.0% 4.1% 2001 7.3% – 4.3% Postretirement Beneﬁts 1999 2000 7.5% – 4.3% 7.5% – 4.3% Notes to Consolidated Financial Statements NCR 2001 35 For postretirement beneﬁt measurement purposes, NCR assumed growth in the per capita cost of covered health care beneﬁts (the health care cost trend rate) would gradually decline from 8.0% and 6.0%, pre-65 and post-65, respectively, in 2001 to 5.0% by the year 2006. In addition, a one percentage point change in assumed health care cost trend rates would have the following effect on the postretirement beneﬁt costs and obligation: In millions 2001 service cost and interest cost Postretirement beneﬁt obligation at December 31, 2001 The net periodic beneﬁt (income) cost for the plans for the years ended December 31 follows: 1% Increase 1% Decrease $ 2 20 $ (2) (19) In millions Net service cost Interest cost Expected return on plan assets Settlement charge (credit) Amortization of: Transition asset Prior service cost Actuarial (gain) loss $ 2001 77 234 (431) 15 (20) 22 (21) $ 78 234 (414) (8) (21) 23 (16) Pension Beneﬁts 1999 2000 $ 2001 1 25 – – – (13) – Postretirement Beneﬁts 1999 2000 1 24 – – – (12) – 13 $ $ 1 23 – – – (12) – 12 $ $ 78 225 (360) – (22) 16 3 (60) Net beneﬁt (income) cost $ (124) $ (124) $ $ 13 $ For pension plans with accumulated beneﬁt obligations in excess of plan assets, the projected beneﬁt obligation, accumulated beneﬁt obligation and fair value were $439 million, $378 million and $39 million, respectively, at December 31, 2001, and $483 million, $408 million and $46 million, respectively, at December 31, 2000. In 1996, NCR entered into an agreement with the Pension Beneﬁt Guaranty Corporation (PBGC) concerning the provision by NCR of additional support for its domestic deﬁned beneﬁt pension plans. Under this agreement, among other terms and conditions, NCR agreed to provide security interests in support of such plans as collateral with an aggregate value (calculated by applying speciﬁed discounts to market value) of $84 million. This collateral is comprised of certain domestic real estate. NCR does not believe that its agreement with the PBGC will have a material effect on its ﬁnancial condition, results of operations or cash ﬂows. Savings Plans All U.S. employees and many international employees participate in deﬁned contribution savings plans. These plans generally provide either a speciﬁed percent of pay or a matching contribution on participating employees’ voluntary elections. NCR’s matching contributions typically are subject to a maximum percentage or level of compensation. Employee contributions can be made pre-tax, after-tax or a combination thereof. The expense under these plans was approximately $28 million in each of 2001, 2000 and 1999. Other Postemployment Beneﬁts NCR offers various postemployment benefits to involuntarily terminated and certain inactive employees after employment but before retirement. These beneﬁts are paid in accordance with NCR’s established postemployment beneﬁt practices and policies. Postemployment beneﬁts may include disability beneﬁts, supplemental unemployment beneﬁts, severance, workers’ compensation beneﬁts, and continuation of health care beneﬁts and life insurance coverage. NCR provides appropriate accruals for these postemployment beneﬁts. These postemployment beneﬁts are funded on a pay-as-you-go basis. note 8 ﬁnancial instruments In the normal course of business, NCR enters into various ﬁnancial instruments, including derivative ﬁnancial instruments. These instruments primarily consist of foreign exchange forward contracts and options that are used to reduce the Company’s exposure to changes in currency exchange rates. Derivatives used as a part of NCR’s risk management strategy, which are designated at inception as cash-ﬂow hedges, are measured for effectiveness both at inception, and on an ongoing basis, with gains or losses deferred in 36 NCR 2001 Notes to Consolidated Financial Statements other comprehensive income until the underlying hedged transaction is realized, canceled or otherwise terminated. The forward contracts and options generally mature within 12 months. The majority of NCR’s foreign exchange forward contracts were to exchange pounds, euro and yen. NCR may also hedge certain foreign currency transactions of a long-term investment nature with the resulting gains and losses recorded in the currency translation adjustment component of stockholders’ equity. Foreign exchange contracts that are not used to hedge currency transactions of a long-term investment nature, or that are not designated as cash-ﬂow hedges, are recognized in the determination of income as exchange rates change. Letters of Credit Letters of credit are purchased guarantees that ensure NCR’s performance or payment to third parties in accordance with speciﬁed terms and conditions. Letters of credit may expire without being drawn upon. Therefore, the total notional or contract amounts do not necessarily represent future cash ﬂows. Fair Value of Financial Instruments The fair values of debt and foreign exchange contracts are based on market quotes of similar instruments. The fair values of letters of credit are based on fees charged for similar agreements. The table below presents the fair value, carrying value and notional amount of foreign exchange contracts, debt and letters of credit at December 31, 2001 and 2000. The notional amounts represent agreed-upon amounts on which calculations of dollars to be exchanged are based, and are an indication of the extent of NCR’s involvement in such instruments. These notional amounts do not represent amounts exchanged by the parties and, therefore, are not a measure of the instruments. In millions 2001 Foreign exchange forward contracts Foreign currency options Debt Letters of credit 2000 Foreign exchange forward contracts Foreign currency options Debt Letters of credit Contract Notional Amount Carrying Amount Liability Asset Asset Fair Value Liability $ 881 132 – 50 $ 886 275 – 50 $ $ 15 – – – 30 15 – – $ $ 3 1 148 – 39 1 107 – $ $ 15 – – – 33 15 – – $ $ 3 1 149 – 44 1 108 – Fair values of ﬁnancial instruments represent estimates of possible value that may not be realized in the future. Concentration of Credit Risk NCR is potentially subject to concentrations of credit risk on accounts receivable and ﬁnancial instruments such as hedging instruments, short-term investments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the balance sheet. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international ﬁnancial institutions (as counterparties to hedging transactions) and monitoring procedures. NCR’s business often involves large transactions with customers, and if one or more of those customers were to default in its obligations under applicable contractual arrangements, the Company could be exposed to potentially significant losses. Moreover, the recent downturn in the U.S. economy could have an adverse impact on the ability of our customers to pay their obligations on a timely basis. However, management believes that the reserves for potential losses are adequate. At December 31, 2001 and 2000, NCR did not have any major concentration of credit risk related to ﬁnancial instruments. In the ﬁrst quarter of 2001, NCR recorded a $40 million charge ($39 million in selling, general and administrative expenses and $1 million in other expense) related to the provision for loans and receivables with Credit Card Center (CCC), a distributor of ATM equipment in the U.S. small retailer marketplace. Notes to Consolidated Financial Statements NCR 2001 37 note 9 commitments and contingencies Contingencies In the normal course of business, NCR is subject to various regulations, proceedings, lawsuits, claims and other matters, including actions under laws and regulations related to the environment and health and safety, among others. NCR believes the amounts provided in its consolidated ﬁnancial statements, as prescribed by generally accepted accounting principles, are adequate in light of the probable and estimable liabilities. However, there can be no assurances that the actual amounts required to discharge alleged liabilities from various lawsuits, claims, legal proceedings and other matters, including the Fox River environmental matter discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reﬂected in NCR’s consolidated ﬁnancial statements or will not have a material adverse effect on its consolidated results of operations, ﬁnancial condition or cash ﬂows. Any amounts of costs that may be incurred in excess of those amounts provided as of December 31, 2001 cannot currently be reasonably determined. Environmental Matters NCR’s facilities and operations are subject to a wide range of environmental protection laws, and NCR has investigatory and remedial activities underway at a number of facilities that it currently owns or operates, or formerly owned or operated, to comply, or to determine compliance, with such laws. Also, NCR has been identiﬁed, either by a government agency or by a private party seeking contribution to site cleanup costs, as a potentially responsible party (PRP) at a number of sites pursuant to various state and federal laws, including the Federal Water Pollution Control Act (FWPCA) and comparable state statutes, and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as amended, and comparable state statutes. Various federal agencies, Native American tribes and the State of Wisconsin (Claimants) consider NCR to be a PRP under the FWPCA and CERCLA for alleged natural resource damages (NRD) and remediation liability with respect to the Fox River and Green Bay (Fox River site) due to, among other things, sediment contamination allegedly resulting in part from NCR’s former carbonless paper manufacturing in Wisconsin. Claimants have also notiﬁed a number of other paper manufacturing companies of their status as PRPs resulting from their ongoing or former paper manufacturing operations in the Fox River Valley, and Claimants have entered into a Memorandum of Agreement among themselves to coordinate their actions, including the assertion of claims against the PRPs. Additionally, the federal NRD Claimants have notiﬁed NCR and the other PRPs of their intent to commence a NRD lawsuit, but have not as yet instituted litigation. In addition, one of the Claimants, the U.S. Environmental Protection Agency (USEPA), has formally proposed the Fox River site for inclusion on the CERCLA National Priorities List, but no action has yet been taken on this proposal. During the fourth quarter of 2000, the federal Claimants released a proposed Restoration and Compensation Determination Plan (RCDP). The range of damages in the proposed RCDP is from $176 million to $333 million. On October 2, 2001, the Wisconsin Department of Natural Resources (WDNR) and USEPA Region 5 made available for public review a Proposed Remedial Action Plan (PRAP) for the Fox River site, along with a revised draft remedial investigation and feasibility study (RI/FS) and related documents. The PRAP segregates the Fox River into four segments and includes a ﬁfth segment for Green Bay, describes the various remedial alternatives that were considered for the cleanup of each segment and then selects a proposed alternative. The proposed alternative in the PRAP is to dredge a total of approximately 7,250,500 cubic yards of sediment from three segments of the Fox River site, dispose of the dredged sediment in local landfills after treatment, and utilize monitored natural recovery for the other Fox River segment and for the Green Bay segment, at a total estimated cost of approximately $370 million, including a 20% contingency. (The range of estimated costs for other Fox River alternatives considered and rejected was between approximately $18 million and $1,096 million and the range of estimated costs for other Green Bay alternatives considered and rejected was between approximately $18 million and $2,454 million, all exclusive of contingencies; the latter number consists mainly of the cost of dredging the Green Bay, an action that has been characterized by WDNR as infeasible.) While NCR plans to continue to review the PRAP, RI/FS and related documents, including the cost estimates, and ﬁled comments with the agencies on January 21, 2002, NCR recorded a $40 million environmental provision during the third quarter of 2001 based on the PRAP. NCR, in conjunction with the other PRPs, has developed a substantial body of evidence that may demonstrate that eventual selection of alternatives involving river-wide restoration/remediation, particularly massive dredging, would be inappropriate and unnecessary. There is ongoing debate within the scientiﬁc, regulatory, legal, public policy and legislative communities over how to properly manage large areas of contaminated sediments, and NCR believes there is a high degree of uncertainty about the appropriate scope of alternatives that may ultimately be required by Claimants. NCR’s ultimate share of restoration/remediation and damages liability 38 NCR 2001 Notes to Consolidated Financial Statements cannot be determined at this time, except by reference to a range of potential outcomes, due to uncertainties with respect to: the scope and cost of the potential alternatives; the outcome of further federal and state NRD assessments; the amount of NCR’s share of such restoration/remediation expenses; the timing of any restoration/remediation; the evolving nature of restoration/remediation technologies and governmental policies; the contributions from other parties; and the recoveries from insurance carriers and other indemnitors. NCR believes the other currently named PRPs would be required and are presently able to pay their respective shares toward restoration and remediation, and that there are additional parties, some of which have substantial resources, that may also be liable. Further, in 1978 NCR sold the business to which the claims apply, and NCR and the buyer, Appleton Papers Inc. (API), have reached an interim settlement agreement under which the parties are sharing both defense and liability costs. Last year, NCR and API entered into an Interim Settlement with the Claimants, which was recently approved by the federal court in Wisconsin. The key terms of the Interim Settlement are as follows: (a) API/NCR will provide funds to the Claimants totaling $10.375 million per year over a four-year period for remediation or natural resource restoration activities at the Fox River site; (b) the Claimants will not initiate an enforcement action (including natural resource damage actions or administrative orders) against API or NCR during the four-year period; and (c) before the term of the Interim Settlement expires, the Claimants and API/NCR will engage in settlement discussions regarding all claims against API/NCR at the Fox River site. Given the numerous uncertainties regarding the cost estimates for remediation and restoration of the Fox River site and the factors bearing upon NCR’s share of those costs, NCR’s potential liability falls within a range as to which no amount in the range is a better estimate than any other, and even then it is not possible to estimate the high end of the range. It is possible that NCR’s exposure for costs could be higher than the low end of the range, but an estimate of those amounts cannot be made. Also, a portion of NCR’s potential liability at the site under CERCLA may be joint and several. If, in the future, one or more of the other PRPs described above were to become insolvent or unable to pay their respective shares, NCR could be responsible for a portion of such shares. It is difficult to estimate the future ﬁnancial impact of environmental laws, including potential liabilities. NCR records environmental provisions when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable. Provisions for estimated losses from environmental restoration and remediation are, depending on the site, based primarily on internal and third-party environmental studies (except for the Fox River site where the estimated costs are taken directly from the above-described PRAP), estimates as to the number and participation level of any other PRPs, the extent of the contamination, and the nature of required remedial and restoration actions. Accruals are adjusted as further information develops or circumstances change. Management expects that the amounts accrued from time to time will be paid out over the period of investigation, negotiation, remediation and restoration for the applicable sites. The amounts provided for environmental matters in NCR’s consolidated ﬁnancial statements are the estimated gross undiscounted amounts of such liabilities (except for the Fox River site where the PRAP estimates certain long-term costs at net present worth), without deductions for insurance or third-party indemnity claims. Except for the sharing arrangement described above with respect to the Fox River site, in those cases where insurance carriers or third-party indemnitors have agreed to pay any amounts and management believes that collectability of such amounts is probable, the amounts would be reﬂected as receivables in the consolidated ﬁnancial statements. Leases NCR conducts certain of its sales and manufacturing operations using leased facilities, the initial lease terms of which vary in length. Many of the leases contain renewal options and escalation clauses. Future minimum lease payments under non-cancelable leases as of December 31, 2001 were: In millions Operating leases 2002 2003 2004 2005 2006 Later Years Total $ 59 $ 51 $ 41 $ 30 $ 25 $ 128 $ 334 Total rental expense for operating leases was $81 million, $83 million and $99 million in 2001, 2000 and 1999, respectively. Notes to Consolidated Financial Statements NCR 2001 39 note 10 segment information and concentrations Operating Segment Information NCR assesses performance and allocates resources based principally on its three key solutions: Data Warehousing, Financial Self Service and Retail Store Automation. Each solution combines hardware, software, professional consulting services, customer support services, and third party applications and technologies. For reporting purposes, NCR categorizes its operations into six reportable segments: the three key solutions, Systemedia, Payment and Imaging solutions, and Other. Designed to help businesses gain insight into consumers’ activities and choices, asset use, and operations and ﬁnancial results, Data Warehousing solutions provide the hardware, software and related services necessary to transform large volumes of data into knowledge. NCR’s Data Warehousing solutions serve a multitude of industries including retail, ﬁnancial, telecommunications, transportation, insurance, utilities and electronic commerce, as well as consumer manufacturing and government entities. The Company’s Financial Self Service solutions offer a complete line of ATM hardware and software, and related services, enabling businesses to reduce costs, generate new revenue streams and build customer loyalty. Financial Self Service solutions primarily serve the financial services industry, with particular focus on retail banking. NCR’s Retail Store Automation solutions are designed to improve selling productivity and checkout processes, and increase service levels. Primarily serving the retail industry, Retail Store Automation solutions deliver traditional point-of-sale, web-enabled kiosk, self-checkout and electronic shelf label solutions. Systemedia develops, produces and markets a complete line of consumable media products. The Company’s Payment and Imaging solutions are designed to digitally capture, process and retain item-based transactions, thereby helping businesses reduce operating costs and increase efficiency. Payment and Imaging solutions primarily serve the ﬁnancial services industry. NCR’s Other segment accumulates the revenue and operating income from individually insignificant and dissimilar businesses, as well as unallocated corporate expenses. The following tables present revenue and operating income by segment for the years ended December 31: In millions Revenue Data Warehousing Financial Self Service Retail Store Automation Systemedia Payment and Imaging Other Consolidated revenue Operating income (loss) Data Warehousing Financial Self Service Retail Store Automation Systemedia Payment and Imaging Other Adjustments to reconcile operating income (loss) to GAAP1 Consolidated operating income 2001 2000 1999 $ 1,149 1,615 1,272 503 301 1,077 $ 1,134 1,511 1,359 502 304 1,149 $ 900 1,565 1,435 506 324 1,466 $ 5,917 $ 5,959 $ 6,196 $ (32) 249 4 9 44 (40) (48) $ (34) 201 (17) 15 42 63 (65) $ (142) 224 20 30 17 54 (125) $ 186 $ 205 $ 78 1 In 2001, adjustments to reconcile operating income (loss) include the provision for loans and receivables related to Credit Card Center ($39 million in Financial Self Service) and integration charges related to acquisitions ($1 million in Systemedia and $8 million in Other). In 2000, adjustments to reconcile operating income (loss) include in-process research and development charges related to acquisitions ($20 million in Data Warehousing and $5 million in Retail Store Automation), integration charges related to acquisitions ($2 million in Other) and restructuring and other related charges ($38 million not directly attributable to any reportable segment). In 1999, adjustments to reconcile operating income (loss) include restructuring and other related charges ($125 million not directly attributable to any reportable segment). 40 NCR 2001 Notes to Consolidated Financial Statements The assets attributable to NCR’s segments consist primarily of accounts receivable, inventories, manufacturing assets, capitalized software and goodwill dedicated to a speciﬁc solution. Assets not attributable to segments consist primarily of ﬁxed assets not dedicated to a speciﬁc segment, deferred tax assets, prepaid pension costs, cash, cash equivalents and short-term investments. Segment assets at December 31 were: In millions Segment assets Data Warehousing Financial Self Service Retail Store Automation Systemedia Payment and Imaging Other Segment assets Assets not attributable to segments Consolidated assets 2001 2000 1999 $ 523 536 377 186 78 610 $ 525 589 460 200 87 717 $ 325 543 409 191 81 454 2,310 2,545 2,578 2,528 2,003 2,892 $ 4,855 $ 5,106 $ 4,895 Revenues are attributed to geographic areas/countries based principally upon the geographic area/country to which the product is delivered or in which the service is provided. The following table presents revenue by geographic area for NCR for the years ended December 31: In millions Revenue by geographic area United States Americas (excluding United States) Europe/Middle East/Africa Japan Asia/Paciﬁc (excluding Japan) Consolidated revenue 2001 2000 1999 $ 2,550 459 1,788 504 616 $ 2,707 432 1,681 576 563 $ 2,655 533 1,941 612 455 $ 5,917 $ 5,959 $ 6,196 The following table presents certain long-lived assets, primarily composed of property, plant and equipment, prepaid pension, capitalized software and goodwill by country at December 31: In millions Long-lived assets United States Japan All other countries Consolidated long-lived assets Concentrations 2001 2000 1999 $ 1,251 201 1,074 $ 1,279 228 1,105 $ 1,094 274 741 $ 2,526 $ 2,612 $ 2,109 No single customer accounts for more than 10% of NCR’s consolidated revenue. As of December 31, 2001, NCR is not aware of any signiﬁcant concentration of business transacted with a particular customer that could, if suddenly eliminated, have a material adverse impact on NCR’s operations. NCR also does not have a concentration of available sources of labor, services, licenses or other rights that could, if suddenly eliminated, have a material adverse impact on its operations. A number of NCR’s products, systems and solutions rely primarily on speciﬁc suppliers for microprocessors and other component products, manufactured assemblies, operating systems, commercial databases and other central components. There can be no assurances that any sudden impact to the availability or cost of these technologies would not have a material adverse impact on NCR’s operations. Notes to Consolidated Financial Statements NCR 2001 41 note 11 quarterly information (unaudited) In millions, except per share amounts 2001 Total revenues Gross margin Operating income (loss) Net income (loss) Net income (loss) per share: Basic Diluted 2000 Total revenues Gross margin Operating income (loss) Net income (loss) Net income (loss) per share: Basic Diluted First Second Third Fourth Total $ 1,376 410 (19) 117 $ 1,499 463 59 35 $ 1,442 408 35 (6) $ 1,600 513 111 71 $ 5,917 1,794 186 217 $ 1.22 1.18 $ 0.36 0.35 $ (0.07) (0.07) $ 0.73 0.72 $ 2.25 2.18 $ 1,255 358 (18) (5) $ 1,448 470 43 39 $ 1,464 463 67 54 $ 1,792 576 113 90 $ 5,959 1,867 205 178 $ (0.05) (0.05) $ 0.41 0.39 $ 0.57 0.55 $ 0.93 0.90 $ 1.87 1.82 Teradata is either a registered trademark or trademark of NCR International, Inc. in the United States and/or other countries. Aptra, Transforming Transactions into Relationships, and Relationship Technology are either registered trademarks or trademarks of NCR Corporation in the United States and/or other countries. UNIX is either a registered trademark or trademark of The Open Group in the United States and/or other countries. Windows NT is either a registered trademark or trademark of Microsoft Corporation in the United States and/or other countries. Six Sigma is either a registered trademark or trademark of Motorola, Inc. in the United States and/or other countries. 42 NCR 2001 Notes to Consolidated Financial Statements SELECTED FINANCIAL DATA For the year ended December 31 Dollars in millions, except per share amounts Revenue Income (loss) from operations Other expense (income), net Income tax (beneﬁt) expense Net income Net income per common share Basic Diluted At December 31 Total assets Debt Stockholders’ equity Cash dividends Number of employees and contractors 20011 20002 19993 19984 1997 $ 5,917 186 62 (97) 217 $ 5,959 205 (70) 97 178 $ 6,196 78 (157) (102) 337 $ 6,505 102 (110) 90 122 $ 6,589 (19) (46) 20 7 $ 2.25 2.18 $ 1.87 1.82 $ 3.45 3.35 $ 1.21 1.20 $ 0.07 0.07 $ 4,855 148 2,027 – 31,400 $ 5,106 107 1,758 – 32,900 $ 4,895 77 1,596 – 32,800 $ 4,892 83 1,447 – 33,100 $ 5,376 94 1,353 – 38,300 1 Income from operations for 2001 includes a $39 million provision for loans and receivables with Credit Card Center (CCC) and $9 million of integration costs related to acquisitions (see Notes 2 and 8 of Notes to Consolidated Financial Statements). Net income for 2001 includes the after-tax impacts of a $39 million provision for loans and receivables with CCC, $9 million of integration costs related to acquisitions, $40 million for a charge associated with an environmental matter, a $1 million provision for interest receivables with CCC, a $138 million tax benefit from the resolution of international income tax issues and $4 million cumulative effect of adopting Statement of Financial Accounting Standards No. 133 (see Notes 1, 2, 5, 8 and 9 of Notes to Consolidated Financial Statements). Excluding these items, the 2001 income from operations, net income and net income per common share (diluted) would have been $234 million, $142 million and $1.43, respectively. 2 Income from operations for 2000 includes $38 million for restructuring and other related charges, $25 million for in-process research and development charges related to acquisitions, and $2 million for integration costs related to acquisitions (see Notes 1 and 2 of Notes to Consolidated Financial Statements). Excluding these items, the 2000 income from operations, net income and net income per common share (diluted) would have been $270 million, $229 million and $2.34, respectively. 3 Income from operations for 1999 includes $125 million for restructuring and other related charges (see Note 1 of Notes to Consolidated Financial Statements). Net income for 1999 includes the after-tax impacts of $125 million for restructuring and other related charges, $98 million of gains from significant asset dispositions and $232 million of favorable impact from a tax valuation allowance release (see Notes 1 and 5 of Notes to Consolidated Financial Statements). Excluding these items, the 1999 income from operations, net income and net income per common share (diluted) would have been $203 million, $162 million and $1.61, respectively. 4 Income from operations for 1998 includes a $50 million non-recurring pension charge. Net income for 1998 includes the after-tax impacts of $50 million for a non-recurring pension charge and a $55 million signiﬁcant gain from an asset disposition. Excluding these items, the 1998 income from operations, net income and net income per common share (diluted) would have been $152 million, $119 million and $1.17, respectively. Selected Financial Data NCR 2001 43 STOCKHOLDER INFORMATION annual meeting investor relations Investor Relations inquiries and requests for NCR’s Form 10-K, which is ﬁled with the Securities and Exchange Commission, annual report and other financial information can be obtained without charge by writing or calling: NCR Investor Relations 1700 S. Patterson Blvd. Dayton, OH 45479 937-445-5905 investor.relations@ ncr.com http://www.ncr.com/investors/invest_rel.htm If you are a stockholder of record and would like to receive NCR’s future annual reports and proxy statements electronically via the Internet, please visit www.investpower.com. Click on “Enroll to receive mailings via e-mail.” Please provide NCR’s company number and your account number, both of which are printed on the front of your proxy card. If you hold your NCR common stock through a nominee (such as a bank or broker), please check with your nominee regarding the availability of this option. NCR EXECUTIVE OFFICERS Lars Nyberg* Mark Hurd* Howard Lance* Earl Shanks* Chairman of the Board and Chief Executive Officer President, and Chief Operating Officer, Teradata Division President, and Chief Operating Officer, Retail and Financial Group Senior Vice President and Chief Financial Officer Wilbert Buiter Senior Vice President, Human Resources Gerald Gagliardi Senior Vice President, Worldwide Customer Services Division Jonathan Hoak Senior Vice President and General Counsel Mark Quinlan Vice President, Systemedia Division Mohsen Sohi Keith Taylor Senior Vice President, Retail Solutions Division Senior Vice President, Financial Solutions Division *Member of NCR Executive Committee Stockholders are invited to attend NCR’s Annual Meeting of Stockholders at 9:30 a.m. on April 24, 2002, to be held at: NCR Auditorium, World Headquarters Building 1700 S. Patterson Blvd. Dayton, OH 45479 stockholder inquiries Inquiries concerning stockholder accounts should be directed to: NCR Corporation c/o American Stock Transfer & Trust Co. 59 Maiden Lane New York, NY 10038 800-NCR-2303 (800-627-2303) 718-921-8200 (Outside the U.S. & Canada) Account information can also be obtained via e-mail at info @amstock.com, or by visiting NCR’s stock transfer agent’s web site at http://www.amstock.com. Information regarding NCR’s Direct Stock Purchase/Sell Program can be obtained by calling: American Stock Transfer & Trust Co. 877-253-6852 (toll-free) 718-921-8200 (Outside the U.S. & Canada) common stock information NCR common stock is listed on the New York Stock Exchange and trades under the symbol NCR. The following table presents the high and low per-share sales prices for NCR stock for each quarter of 2001 and 2000 as well as the per-share closing sales price on the last trading day of each quarter: 2001 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2000 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Low High Close $ 49.70 $ 37.50 $ 39.03 47.00 35.27 29.65 28.93 36.86 28.59 50.00 48.65 39.50 Low High Close $ 47.00 $ 32.94 $ 40.13 38.94 34.75 37.69 32.38 49.13 37.69 44.63 41.31 53.69 At December 31, 2001, there were 97,428,769 shares of NCR common stock outstanding. NCR has not paid cash dividends on its outstanding common stock to date and does not anticipate the payment of cash dividends on its common stock in the foreseeable future. 44 NCR 2001 Stockholder Information and Executive Officers REVENUE RESULTS OF OPERATIONS1 year ended december 31 dollars in millions, except per share amounts TABLE OF CONTENTS data warehousing fﬁnancial self service retail store automation systemedia payment and imaging other 1999 2000 2001 Lars Nyberg C.K. Prahalad NCR BOARD OF DIRECTORS revenue cost of revenue selling, general and administrative expenses research and development expenses operating income other expense (income), net net income 1999 2000 2001 $ 6,196 $ 5,959 $ 5,917 4,298 1,354 341 203 (59) 162 4,054 1,327 308 270 (70) 229 4,117 1,273 293 234 21 142 earnings per diluted share $ 1.61 $ 2.34 $ 1.43 1For comparability purposes, this ﬁnancial information excludes: the provision for loans and receivables related to Credit Card Center (CCC); a charge for an environmental matter; acquisition-related in-process research and development and integration charges; the cumulative effect of an accounting change; the beneﬁt from a favorable resolution of international tax issues; restructuring and other related charges; signiﬁcant gains from asset sales; and, a favorable impact from a tax valuation allowance release (see Notes 1, 2, 5, 8 and 9 of Notes to Consolidated Financial Statements). Including these items, net income per diluted share would have been $3.35, $1.82 and $2.18, in 1999, 2000 and 2001, respectively (see Consolidated Statements of Income). overview at-a-glance letter to shareholders management’s discussion and analysis report of management report of independent accountants consolidated statements of income consolidated balance sheets consolidated statements of cash flows consolidated statements of changes in stockholders’ equity notes to consolidated financial statements selected financial data stockholder information executive officers board of directors 1 2 4 7 19 19 20 21 22 23 24 43 44 44 inside back cover C.K. Prahalad has been the Chairman of PRAJA, Inc., a software company located in San Diego, California, since May 2000. Mr. Prahalad is on a two-year leave of absence from the University of Michigan, where he is the Harvey Freuhauf Professor of Business Administration. Mr. Prahalad is a specialist in corporate strategy and the role of top management in large, diversiﬁed, multi-national companies. Since completing his D.B.A. at Harvard University, he has been a visiting research fellow at Harvard, a professor at the Indian Institute of Management, and a visiting professor at the European Institute of Business Administration. James Robbins Since 1994, James Robbins has served as President and Chief Executive Officer of Cox Communications, Inc. He was President of the Cable Division of Cox Enterprises, Inc. from 1985 to 1994. Prior to joining Cox in 1983, he worked for Continental Cablevision and Viacom Communications, Inc. William Stavropoulos William Stavropoulos is Chairman of the Board of Directors and Chairman of the Executive Committee of The Dow Chemical Company. From 1995 until November 2000, he also was the President and Chief Executive Officer of Dow Chemical. He joined Dow Chemical in 1967 and assumed his current duties in 1995. Chairman of the Board and Chief Executive Officer Lars Nyberg joined NCR in 1995. Prior to coming to NCR, he held a number of positions with Philips Electronics NV, including Chairman and CEO of its Communications Division and the head of its Computer Division, where he led a turnaround of Philips' computer business. David Holmes David Holmes was Chairman of The Reynolds and Reynolds Company from 1990 to January 1, 2002. Mr. Holmes also served as its Chief Executive Officer from 1989 until November 2000, and its President from 1989 to 1999. He joined Reynolds and Reynolds in 1984 as Senior Vice President of its Computer Systems Division. Linda Fayne Levinson Linda Fayne Levinson has been a partner with GRP Partners, a private equity investment fund, since 1997. From 1994 to 1999, she also was President of Fayne Levinson Associates, an independent consulting ﬁrm. Prior to 1994, Ms. Levinson held executive and management positions with a number of companies. James Long On December 31, 1999, James Long retired as Executive Vice President of Nortel Networks Corporation and President of its Enterprise Networks business, positions he had held since 1996 and 1998, respectively. Prior to 1998, he served as President of Nortel World Trade, Group Executive for Asia and Corporate Vice President of Quality. Before joining Nortel, he spent 25 years with IBM Corporation in a variety of sales, marketing and management capacities. Ronald Mitsch Ronald Mitsch was the Vice Chairman of the Board for Minnesota Mining and Manufacturing Company (3M) from 1995 until November 1998, and its Executive Vice President, Industrial and Consumer Markets and Corporate Services, from 1991 to 1998. Dr. Mitsch joined 3M in 1960 and held a variety of technical, research and management positions. m o c . n a g e n n e h . w w w y n a p m o C n a g e n n e H e h T g n i t n i r P i i m o c . n g s e d h a r z i m w w w . . c n I , s e t a i c o s s A n g i s e D i h a r z i M n g i s e D

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