NCR
Annual Report 2017

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549________________________FORM 10-K________________________þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2017Commission File Number 001-00395 ________________________NCR CORPORATION(Exact name of registrant as specified in its charter)________________________ Maryland 31-0387920(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.)864 Spring Street NWAtlanta, GA 30308(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (937) 445-5000Securities registered pursuant to Section 12(b) of the Act:Title of each class Name of each exchange on which registeredCommon Stock, par value $0.01 per share New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: None________________________Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes þ No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes þ No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not becontained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” or "emerging growth company"in Rule 12b-2 of the Exchange Act.Large accelerated filerþ Accelerated fileroNon-accelerated filero(Do not check if a smaller reporting company) Smaller reporting companyo Emerging growth companyoIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þThe aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2017, was approximately $5.0 billion. As ofFebruary 14, 2018, there were approximately 118.4 million shares of common stock issued and outstanding. Table of ContentsDOCUMENTS INCORPORATED BY REFERENCEPart III:Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be filed pursuant to Regulation 14Awithin 120 days after the Registrant’s fiscal year end of December 31, 2017 are incorporated by reference into Part III of this Report.TABLE OF CONTENTS ItemDescriptionPage Forward-Looking Statementsi PART I 1.Business11A.Risk Factors81B.Unresolved Staff Comments202.Properties213.Legal Proceedings214.Mine Safety Disclosures21 PART II 5.Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities226.Selected Financial Data247.Management's Discussion and Analysis of Financial Condition and Results of Operations257A.Quantitative and Qualitative Disclosures about Market Risk448.Financial Statements and Supplementary Data45 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure1109A.Controls and Procedures1109B.Other Information111 PART III 10.Directors, Executive Officers and Corporate Governance11111.Executive Compensation11112.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters11113.Certain Relationships and Related Transactions and Director Independence11114.Principal Accountant Fees and Services111 PART IV 15.Exhibits and Financial Statement Schedule11216.Form 10-K Summary119This Report contains trademarks, service marks and registered marks of NCR Corporation and its subsidiaries, and of other companies, as indicated. Unlessotherwise indicated, the terms “NCR,” the “Company,” “we,” “us,” and “our” refer to NCR Corporation and its subsidiaries.Table of ContentsFORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “believe,” “will,” “should,” “would,” “could,” “provisional” andwords of similar meaning. Statements that describe or relate to our plans, goals, intentions, strategies or financial outlook, and statements that do not relate tohistorical or current fact, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations andassumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of our control.Forward-looking statement are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and resultsto differ materially from the results contemplated by such forward-looking statements, including those factors listed in Item 1A “Risk Factors,” and Item 7,“Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K. Any forward-lookingstatement speaks only as of the date on which it is made. 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.iTable of ContentsPART IItem 1. BUSINESSGeneralBusinessesNCR is a leading global provider of omni-channel technology solutions that enrich the interactions of businesses with their customers. Our solutions aredesigned to allow businesses in the financial services, retail, hospitality, travel and telecommunications and technology industries to deliver a rich,integrated and personalized experience to consumers across physical and digital commerce channels. Our offerings include a portfolio of omni-channelplatform software and other software applications, industry-focused hardware and smart-edge devices including automated teller machines (ATMs), point ofsale (POS) terminals and devices and self-service kiosks, and a complete suite of consulting, implementation, maintenance, support and managed services.We also resell third-party networking products and provide related service offerings in the telecommunications and technology sectors. Our solutions createvalue for our customers by increasing productivity and allowing them to address consumer demand for convenience, value and individual service acrossdifferent commerce channels.Industries ServedNCR provides specific solutions for customers of varying sizes in a range of industries such as financial services, retail, hospitality, travel andtelecommunications and technology. NCR’s solutions are built on a foundation of long-established industry knowledge and expertise, omni-channelplatform and other software, industry-focused hardware and smart-edge devices, and global implementation, consulting, maintenance, support and managedservices.Company HistoryNCR was originally incorporated in 1884 and was a publicly traded company on the New York Stock Exchange prior to its merger with a wholly-ownedsubsidiary of AT&T Corp. (AT&T) on September 19, 1991. On December 31, 1996, AT&T distributed all of its interest in NCR to its stockholders. NCRcommon stock is listed on the New York Stock Exchange and trades under the symbol “NCR”.On September 30, 2007, NCR completed the spin-off of its Teradata Data Warehousing business through the distribution of a tax-free stock dividend to NCRstockholders. NCR distributed one share of common stock of Teradata Corporation for each share of NCR common stock to NCR stockholders of record as ofthe close of business on September 14, 2007.On August 24, 2011, NCR completed the acquisition of Radiant Systems, Inc. (Radiant). The acquisition was completed through a tender offer andsubsequent merger. Radiant was a leading provider of technology solutions for managing site operations in the hospitality and specialty retail industries.On February 6, 2013, NCR completed the acquisition of Retalix Ltd. (Retalix). Retalix was a leading global provider of innovative retail software and wassubsequently integrated into NCR's omni-channel solution offerings for the retail industry.On January 10, 2014, NCR completed its acquisition of Digital Insight Corporation (Digital Insight). The Digital Insight acquisition and subsequentintegration extended NCR's existing capabilities in the financial services industry to form a complete enterprise software platform across both physical anddigital channels.Operating SegmentsWe categorize our operations into three reportable segments: Software, Services and Hardware.The information required by Item 1 with respect to our reportable segments and financial information regarding our geographic areas and those reportablesegments can be found in Item 7 of Part II of this Report under “Revenue and Operating Income by Segment” as well as in Item 8 of Part II of this Report aspart of Note 12, “Segment Information and Concentrations” of the Notes to Consolidated Financial Statements and in Item 1A of this Report under"Multinational Operations," and is incorporated herein by reference.Products and ServicesWe sell a portfolio of software, services, and hardware that combine to provide businesses with solutions to connect, interact and transact with theircustomers. Our offerings fall into the following categories:1Table of ContentsSoftware SolutionsOur software offerings include industry-based software platforms such as our Cx Banking self-service ATM software application suite (providing ATMmanagement systems) for financial services, our Retail ONE and Aloha Enterprise software application suites for the retail and hospitality industries, andNCR Silver, a cloud-based POS system for small businesses. We also provide a portfolio of other industry-oriented software applications, which include cashmanagement software, video banking software, fraud and loss prevention applications, check and document imaging, remote-deposit capture, and customer-facing mobile and digital banking applications, such as web-enablement and bill payment (including mobile bill payment), for the financial servicesindustry; and secure electronic and mobile payment solutions, sector-specific point of sale software applications for quick-service restaurants, gas stationsand other businesses, and back-office inventory and store and restaurant management applications, for the retail and hospitality industries. We also providein-depth industry and solution based consulting and professional services focused on solution implementation, integration, customization and optimization,and cloud hosting services. Our software platforms and applications, which are delivered on software as a service (SaaS), enterprise license and other bases,are designed to work seamlessly together, with our hardware products, or as stand-alone solutions. Our software solutions deliver a consistent and richconsumer experience across channels, while enabling businesses to digitize and automate labor-intensive processes, reduce costs and increase productivity.ServicesServices are an essential and integrated component of NCR’s complete solution offerings to help companies increase availability and security of consumertouchpoints, improve operational efficiency and enhance the customer experience. We provide global end-to-end services from assessment and preparation,to staging, installation and implementation, and maintenance and support. We also provide systems management and complete managed services for ourproduct offerings. We also provide Predictive Services, a managed services offering, which is designed to predict and address information technology issuesquickly before they happen. In addition, we provide installation, maintenance and managed services for third party networking products to a broad base ofcustomers in the telecommunications and technology sectors, and we service third party computer hardware from select manufacturers who value andleverage our global service capability.Hardware ProductsWe provide financial institutions, retailers and independent deployers with a suite of financial-oriented self-service hardware products. Our financial serviceshardware products include multi-function ATMs, interactive teller machines (ITMs), thin-client ATMs, cash dispensers, cash recycling ATMs and hardwarefor check and image processing. Our financial services hardware products are designed to quickly, reliably and securely process consumer bankingtransactions while providing low cost of ownership, efficiency and a modernized consumer experience. We also provide retail- and hospitality-orientedhardware products such as point of sale terminals, self-checkout kiosks, order and payment kiosks, bar code scanners, printers and peripherals, to retailers,restaurants, food service companies and entertainment and sports venues worldwide. Our retail and hospitality hardware products are designed to improveoperational efficiency, increase customer satisfaction, streamline order and transaction processing and reduce operating costs. We also provide other self-service kiosks, such as self-check in/out kiosk solutions for airlines, hotels and casinos that allow guests to check in/out without assistance, wayfindingsolutions (locating products or navigating through large, complex buildings and campuses), digital signage, bill payment kiosks and gift registries. Thesesolutions create pleasant and convenient experiences for consumers and enable our customers to reduce costs. In addition, we resell third party networkingproducts to a broad base of customers in the telecommunications and technology sectors.Target Markets and Distribution ChannelsNCR provides its software, services and hardware solutions to customers of varying sizes in the financial services, retail, hospitality, travel andtelecommunications and technology industries.Our financial solutions primarily serve the financial services industry with particular focus on retail banking, which includes traditional providers ofconsumer banking and financial services. These solutions also serve the retail markets through convenience banking products for retailers designed tocomplement their core businesses. Our financial solutions customers are located throughout the world in both developed and emerging markets. We havehistorically sold most of our financial solutions through a direct sales channel, although a portion of revenue is derived through distributors and value-addedresellers.We provide POS and self-service kiosk solutions to the retail and hospitality industries. Retail customers include department stores, specialty retailers, massmerchandisers, catalog stores, supermarkets, hypermarkets, grocery stores, drug stores, wholesalers, convenience stores, petroleum outlets and smallbusinesses. Hospitality customers include retailers, restaurants and food service providers, and sports and entertainment venues (including stadiums, arenasand cinemas) and small businesses. We also provide our self-service solutions to customers in the travel industry, including airlines, airports, car rentalcompanies, and hotel/lodging operators. POS and self-service kiosk solutions are sold through a direct sales force and through relationships with value-addedresellers, distributors, dealers and other indirect sales channels.2Table of ContentsWe provide service and support for our products and solutions through services contracts with our customers. We have also established managed servicescontracts with key customers and continue to pursue additional managed services relationships. Longer term managed services arrangements can helpimprove the efficiency and performance of a customer’s business, and also increase the strategic and financial importance of its relationship with NCR. Wealso service competing technologies—for example, ToshibaTec retail technologies and Diebold Nixdorf ATMs. The primary sales channel for our services isour direct sales teams, which exist across all geographies where we operate around the world. Our services professionals provide these services directly to endcustomers.CompetitionWe face a diverse group of competitors in the industries in which we sell our software, services, and hardware solutions. The primary factors of competitioncan vary by geographic area where we operate around the world, but typically include: value and quality of the solutions or products; total cost of ownership;industry knowledge of the vendor; the vendor’s ability to provide and support a total end-to-end solution; the vendor’s ability to integrate new and existingsystems; fit of the vendor’s strategic vision with the customer’s strategic direction; and quality of the vendor’s consulting, deployment and support services.In the financial services industry, we face a variety of competitors, including ATM manufacturers such as Diebold Nixdorf Incorporated and NautilusHyosung, and ATM network operators such as Cardtronics plc, as well as many other regional firms, across all geographies where we operate around theworld. Other competitors vary by product, service offering and geographic area, and include, among others, Fidelity National Information Services, First DataCorporation, Euronet Worldwide, Inc., Q2 Holdings and ACI Worldwide.We also face a variety of competitors in the retail and hospitality industries across all geographies where we operate around the world. Our competitors varyby market segment, product, service offering and geographic area, and include ToshibaTec, Diebold Nixdorf, Fujitsu, Hewlett-Packard Inc., Honeywell,Oracle, Manhattan Associates and Datalogic, among others.We face a diverse group of competitors in the travel industry. Competitors in the travel industry include Embross, SITA and IER, among others.We face competition for services from other technology and service providers, as well as from independent service operators, in all geographies where weoperate around the world. The primary services competitors are the companies identified above, as global technology providers continue to focus on servicesas a core business strategy. We also compete with a range of regional and local independent service operators across our various geographies.Research and DevelopmentWe remain focused on designing and developing solutions that anticipate our customers’ changing technological needs as well as consumer preferences. Ourexpenses for research and development were $256 million in 2017, $242 million in 2016, and $230 million in 2015. We anticipate that we will continue tohave significant research and development expenditures in the future in order to provide a continuing flow of innovative, high-quality products and servicesand to help maintain and enhance our competitive position. Information regarding the accounting and costs included in research and development activitiesis included in Note 1, “Basis of Presentation and Significant Accounting Policies” of the Notes to Consolidated Financial Statements in Item 8 of Part II ofthis Report under "Research and Development Costs," and is incorporated herein by reference.Patents and TrademarksNCR seeks patent protection for its innovations, including improvements, associated with its software, hardware, services, solutions, and developments,where such protection is likely to provide value to NCR. NCR owns approximately 1,275 patents in the U.S. and numerous other patents in foreign countries.The foreign patents are generally counterparts of NCR’s U.S. patents. Many of the patents owned by NCR are licensed to others, and NCR is licensed undercertain patents owned by others. NCR looks to monetize its patents to drive additional value from its patent portfolio. NCR also has numerous patentapplications pending in the U.S. and in foreign countries. NCR’s portfolio of patents and patent applications is of significant value to NCR.NCR has registered certain trademarks and service marks in the U.S. and in a number of foreign countries. NCR considers the “NCR” and NCR logo marksand many of its other trademarks and service marks to have significant value to NCR.3Table of ContentsSeasonalityOur sales are historically seasonal, with lower revenue in the first quarter and higher revenue in the fourth quarter of each year. Such seasonality also causesour working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. In addition,revenue in the third month of each quarter is typically higher than in the first and second months. Information regarding seasonality and its potential impacton our business is included in Item 1A of this Report under the caption, “Operating Results Fluctuations,” and is incorporated herein by reference.Manufacturing and Raw MaterialsIn most cases, there are a number of vendors providing the services and producing the parts and components that we utilize. However, there are some servicesand components that are purchased from single sources due to price, quality, technology or other reasons. For example, we depend on computer chips andmicroprocessors from Intel and operating systems from Microsoft. Certain parts and components used in the manufacturing of our ATMs and the delivery ofmany of our retail solutions are also supplied by single sources. In addition, there are a number of key suppliers for our businesses who provide us withcritical products for our solutions.At December 31, 2017, we manufactured our ATMs in facilities located in Columbus, Georgia, USA; Manaus, Brazil; Budapest, Hungary; Beijing, China;and Chengalpattu, India. Our self-checkout solutions are manufactured in facilities located in Columbus, Georgia, USA and Budapest, Hungary. Our financialkiosk solutions are manufactured in facilities located in Beijing, China; Budapest, Hungary; Manaus, Brazil; and Chengalpattu, India. Our POS/Displayterminals are manufactured in facilities located in Columbus, Georgia, USA; and Budapest, Hungary, and certain hand-held solutions are manufactured inSalzburg, Austria. NCR outsources the manufacturing in all geographic regions of its payment solutions, some POS/Display terminals, printers, bar codescanners and various other kiosks.Further information regarding the potential impact of these relationships on our business operations, and regarding sources and availability of raw materials,is also included in Item 1A of this Report under the caption “Reliance on Third Parties,” and is incorporated herein by reference.Product BacklogOur backlog was approximately $1.37 billion and $1.38 billion at December 31, 2017 and 2016, respectively. The backlog includes orders confirmed forproducts scheduled to be shipped as well as certain professional and transaction services to be provided. Although we believe that the orders included in thebacklog are firm, some orders may be canceled by the customer without penalty. Even when penalties for cancellation are provided for in a customer contract,we may elect to permit cancellation of orders without penalty where management believes it is in our best interests to do so. Further, we have a significantportion of revenue derived from our growing service-based business (including our cloud and hosted businesses), for which backlog information has nothistorically been measured. Therefore, we do not believe that our backlog, as of any particular date, is necessarily indicative of revenue for any future period.EmployeesOn December 31, 2017, NCR had approximately 34,000 employees and contractors worldwide.Environmental MattersCompliance with federal, state, and local environmental regulations relating to the protection of the environment could have a material adverse impact onour capital expenditures, earnings or competitive position. While NCR does not currently expect to incur material capital expenditures related to compliancewith such laws and regulations, and while we believe the amounts provided in our Consolidated Financial Statements are adequate in light of the probableand estimable liabilities in this area, there can be no assurances that environmental matters will not lead to a material adverse impact on our capitalexpenditures, earnings or competitive position. A detailed discussion of the current estimated impacts of compliance issues relating to environmentalregulations, particularly the Fox River and Kalamazoo River matters, is reported in Item 8 of Part II of this Report as part of Note 9, "Commitments andContingencies" of the Notes to Consolidated Financial Statements and is incorporated herein by reference. Further information regarding the potential impactof compliance with federal, state, and local environmental regulations is also included in Item 1A of this Report under the caption “Environmental,” and isincorporated herein by reference.4Table of ContentsExecutive Officers of the RegistrantThe Executive Officers of NCR (as of February 26, 2018) are as follows:Name Age Position and Offices HeldWilliam R. Nuti 54 Chairman of the Board and Chief Executive OfficerMark D. Benjamin 47 President and Chief Operating OfficerAdrian Button 45 Senior Vice President, Global Hardware Product OperationsDaniel W. Campbell 57 Executive Vice President, Global SalesJ. Robert Ciminera 60 Executive Vice President, Global Customer ServicesRobert P. Fishman 54 Executive Vice President and Chief Financial OfficerEdward R. Gallagher 64 Senior Vice President, General Counsel and Corporate SecretaryPaul Langenbahn 49 Executive Vice President, Global SoftwareAndrea L. Ledford 52 Executive Vice President, Chief Administration Office, and Chief Human Resources OfficerSet forth below is a description of the background of each of the Executive Officers.William R. Nuti is NCR's Chairman of the Board and Chief Executive Officer, and prior to October 2016 Mr. Nuti also served as NCR's President. Mr. Nutibecame a director of NCR on August 7, 2005 and became Chairman of the Board on October 1, 2007. Before joining NCR in August 2005, Mr. Nuti served asPresident and Chief Executive Officer of Symbol Technologies, Inc., an information technology company. Prior to that, he was Chief Operating Officer ofSymbol Technologies. Mr. Nuti joined Symbol Technologies in 2002 following a 10 plus year career at Cisco Systems, Inc. where he advanced to the dualrole of Senior Vice President of the company's Worldwide Service Provider Operations and U.S. Theater Operations. Prior to his Cisco experience, Mr. Nutiheld sales and management positions at IBM, Netrix Corporation and Network Equipment Technologies. Mr. Nuti is also a director of Coach, Inc., where he isa member of its Human Resources Committee, and United Continental Holdings, Inc. where he is a member of its Finance, Compensation and PublicResponsibility Committees. Mr. Nuti previously served as a director of Sprint Nextel Corporation. He is also a member of the Georgia Institute of Technologyadvisory board and a trustee of Long Island University.Mark D. Benjamin joined NCR as its President and Chief Operating Officer in October 2016. Prior to joining NCR, Mr. Benjamin spent 24 years in a series ofglobal assignments with Automatic Data Processing, Inc. (ADP), which he joined in 1992. At ADP, Mr. Benjamin served from July 2013 to September 2016 asPresident of ADP’s Global Enterprise Solutions division, leading a team of 20,000 employees, and managing a multi-billion dollar portfolio of businessesserving clients in over 100 countries. Before that, Mr. Benjamin served as President, Employer Services International, from July 2011 to July 2013, as SeniorVice President, Services and Operations - Small Business Services and Total Source, from April 2008 to June 2011, and in various other operations-focusedroles. Mr. Benjamin holds a bachelor’s degree in international finance and marketing from the University of Miami.Adrian Button became NCR’s Senior Vice President, Global Hardware Product Operations, in February 2018, and from July 2017, when he joined NCR, toFebruary 2018, Mr. Button acted as Senior Vice President Global Operations. Before he joined NCR, Mr. Button spent 19 years in various management roleswith different divisions of the General Electric Company (GE). Most recently, Mr. Button served from January 2016 to July 2017 as Vice President, SupplyChain, for GE Industrial Solutions, with oversight of the division’s supply chain and service operations across 41 global factories. Prior to that, Mr. Buttonserved as Vice President, Turbomachinery, for GE’s Oil & Gas division from January 2014 to December 2016, as General Manager of Global OperationsLeader for GE’s Oil & Gas division from March 2011 to December 2013, and in other operations and supply chain roles with GE Aviation. Mr. Button holds abachelor’s degree in engineering from the University of Glamorgan, Wales, United Kingdom.Daniel W. Campbell became NCR’s Executive Vice President, Global Sales, in February 2018. Previously, from July 2015 to February 2018, Mr. Campbellserved as a Senior Vice President and General Manager at Virtustream, Inc., which he joined after it was acquired by EMC Corporation (EMC) in July 2015.With Virtustream, Mr. Campbell led the global sales integration with EMC’s sales organization, built a global strategic alliances and channels organization,and co-launched the Virtustream Storage Cloud, an enterprise-class cloud storage platform. Before joining Virtustream, from April 1998 through July 2015,Mr. Campbell served in a series of sales and management roles of increasing responsibility at EMC, including most recently as Senior Vice President, GlobalSpecialty Sales from October 2013 to July 2015, and Chief Operating Officer and Senior Vice President, World Wide Sales, Backup Recovery SystemsDivision from January 2011 to December 2013. Before joining EMC, Mr. Campbell served in various sales and management roles with Sperry, Unisys,Motorola and Wang.5Table of ContentsJ. Robert Ciminera became NCR’s Executive Vice President, Global Customer Services in February 2018. Previously, Mr. Ciminera served as NCR’sExecutive Vice President, Hardware Product Operations, from January 2017 to February 2018, where he was responsible for NCR’s hardware productportfolio. Before that, Mr. Ciminera served as NCR’s Senior Vice President, Hardware Solutions and Global Operations from October 2015 to January 2017,as NCR’s Senior Vice President, Integrated Supply Chain Operations from May 2014 to October 2015, and as NCR’s Vice President, Strategic Sourcing andChief Procurement Officer from February 2009, when he joined NCR, through May 2014. Before joining NCR, Mr. Ciminera served in various sourcing,supply chain and product management roles with Avaya, Motorola, Symbol Technologies and other technology companies.Robert P. Fishman became Executive Vice President and Chief Financial Officer in April 2016, and served as Senior Vice President and Chief FinancialOfficer from March 2010 to April 2016. Prior to becoming Chief Financial Officer, he was Interim Chief Financial Officer from October 2009 to March 2010,and Vice President and Corporate Controller from January 2007 to October 2009. From September 2005 to January 2007, Mr. Fishman was AssistantController and from January 2005 to September 2005, he was Director, Corporate Planning. Mr. Fishman joined NCR in 1993.Edward R. Gallagher was named Senior Vice President, General Counsel and Secretary of NCR in October 2015, having served as Acting General Counselsince October 2014. His prior position with NCR was Law Vice President, Litigation & Employment Law, commencing in 2003; he has also served in otherpositions within the NCR Law Department, including Chief Counsel of the former Systemedia Division. Mr. Gallagher joined NCR in 1992. Prior to that,Mr. Gallagher was an attorney in private practice in San Francisco and in Boston. Mr. Gallagher holds a law degree from Yale Law School, as well as amaster’s degree from Yale University in political science and international relations. He has an undergraduate degree from the University of South Dakota.Paul Langenbahn became NCR’s Executive Vice President, Global Software, in January 2017. From April 2014 to December 2016, Mr. Langenbahn served asSenior Vice President and President, Hospitality, and before that, following NCR’s acquisition of Radiant Systems, Inc. in 2011, he served as Vice President,Global Sales, Marketing and Services for NCR’s Hospitality division. Prior to joining NCR in 2011, Mr. Langenbahn was President of Radiant Systems’Hospitality division, and he held various other leadership roles in sales, professional services, solution management and general management at RadiantSystems, where he was instrumental in the company’s development and growth.Andrea L. Ledford became Executive Vice President, Chief Administration Office, and Chief Human Resources Officer in February 2016. Previously, Ms.Ledford was Senior Vice President, Corporate Services and Chief Human Resources Officer from November 2013 to January 2016, Senior Vice President andChief Human Resources Officer, from June 2012 to November 2013, Senior Vice President, Human Resources, from June 2007 to June 2012, and InterimSenior Vice President, Human Resources from February 2007 to June 2007. Prior to assuming this position, she was Vice President, Human Resources,Asia/Pacific, and Europe, Middle East and Africa, from February 2006 to February 2007. Before joining NCR in February 2006, Ms. Ledford was EMEALeader, Human Resources, at Symbol Technologies, Inc. from 2002 to February 2006 and held a variety of leadership roles at Cisco Systems, Inc. in EMEA,Asia/Pacific and Latin America.Available InformationNCR makes available through its website at http://investor.ncr.com, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,definitive proxy statements on Schedule 14A and Current Reports on Form 8-K, and all amendments to such reports and schedules, as soon as reasonablypracticable after these reports are electronically filed or furnished to the U.S. Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d)of the Securities Exchange Act of 1934 (the Exchange Act). The SEC website (www.sec.gov) contains the reports, proxy statements and informationstatements, and other information regarding issuers that file or furnish electronically with the SEC. Also, the public may read and copy any materials thatNCR files or furnishes with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of thePublic Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. NCR will furnish, without charge to a security holder upon written request,the Notice of Meeting and Proxy Statement for the 2018 Annual Meeting of Stockholders (the 2018 Proxy Statement), portions of which are incorporatedherein by reference. NCR also will furnish its Code of Conduct at no cost and any other exhibit at cost. Document requests are available by calling or writingto:NCR—Investor Relations864 Spring Street NWAtlanta, GA 30308Phone: 800-255-5627E-Mail: investor.relations@ncr.comWebsite: http://investor.ncr.com6Table of ContentsNCR's website, www.ncr.com, contains a significant amount of information about NCR, including financial and other information for investors. NCRencourages investors to visit its website regularly, as information may be updated and new information may be posted at any time. The contents of NCR'swebsite are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act.7Table of ContentsItem 1A. RISK FACTORSThe risks and uncertainties described below could materially and adversely affect our business, financial condition, results of operations, could causeactual results to differ materially from our expectations and projections, and could cause the market value of our stock to decline. You should considerthese risk factors when reading the rest of this Annual Report on Form 10-K, including “Management's Discussion and Analysis of Financial Condition andResults of Operations” and our financial statements and related notes included elsewhere in this document. These risk factors may not include all of theimportant factors that could affect our business or our industry or that could cause our future financial results to differ materially from historic or expectedresults or cause the market price of our common stock to fluctuate or decline.Economic Pressures. Our business may be negatively affected by domestic and global economic and credit conditions. Our business is sensitive to thestrength of domestic and global economic and credit conditions, particularly as they affect, either directly or indirectly, the financial services, retail andhospitality sectors of the economy. Economic and credit conditions are influenced by a number of factors, including political conditions, consumerconfidence, unemployment levels, interest rates, tax rates, commodity prices and government actions to stimulate economic growth. The imposition or threatof protectionist trade policies or import or export tariffs, global and regional market conditions and spending trends in the financial services and retailindustries, new comprehensive U.S. tax legislation, modified or new global or regional trade agreements, the determination by the United Kingdom to exitthe European Union(EU), uncertainty over further potential changes in Eurozone participation and fluctuations in oil and commodity prices, among other things, have created achallenging and unpredictable environment in which to market the products and services of our various businesses across our different geographies andindustries. A negative or unpredictable economic climate could create uncertainty or financial pressures that impact the ability or willingness of ourcustomers to make capital expenditures, thereby affecting their decision to purchase or roll out our products or services or, especially with respect to smallercustomers, to pay accounts receivable owed to NCR. Additionally, if customers respond to a negative or unpredictable economic climate by consolidation, itcould reduce our base of potential customers. Negative or unpredictable global economic conditions also may have a material effect on our customers’ abilityto obtain financing for the purchase of our products and services from third party financing companies, which could adversely affect our operating results.Business Model. If we are unsuccessful in transforming our business model, our operating results could be negatively impacted. In recent years, we haveshifted our business model to become a global technology solutions company that uses software and value-added endpoints, coupled with higher-marginservices and a focus on cloud and mobile, to help our customers deliver a rich, integrated and personalized experience to consumers across commercechannels. Our success depends heavily on our ability to continue to grow our higher-margin software and services businesses. Our ability to grow thesebusinesses depends on a number of different factors including, among others, developing, deploying and supporting the next generation of integrated,platform-based software solutions for the industries we serve; market acceptance of our new and existing software and cloud solutions; enabling our salesforce to use a consultative selling model that better incorporates our comprehensive and new solutions; transforming our services performance, capabilitiesand coverage to improve efficiency, incorporate remote diagnostic and other technologies and align with and support our new solutions; managingprofessional services and other costs associated with large solution roll-outs; and integrating, developing and supporting software gained throughacquisitions. In addition, development of these businesses may require increased capital and research and development expenses and resource allocation, andwhile we will seek to have the right level of investment and the right level of resources focused on these opportunities, these costs may reduce our grossmargins and the return on these investments may be lower, or may develop more slowly, than we expect. In addition, we continue to pursue initiatives toexpand our customer base by increasing our use of indirect sales channels, and by developing, marketing and selling solutions aimed at the small- tomedium-business market. It is not yet certain whether these initiatives will yield the anticipated benefits, or whether our solutions will be compelling andattractive to small- and medium-sized businesses. If we are not successful in growing our higher-margin software and services businesses and expanding ourcustomer base at the rate that we anticipate, we may not meet our growth and gross margin projections or expectations, and operating results could benegatively impacted.Competition. If we do not compete effectively within the technology industry, we will not be successful. We operate in the intensely competitive informationtechnology industry. This industry is characterized by rapidly changing technology, disruptive technological innovation, evolving industry standards,frequent new product introductions, price and cost reductions, and increasingly greater commoditization of products making differentiation difficult. Ourtraditional competitors include other large companies in the information technology industry, such as: Hewlett-Packard Inc., Diebold Nixdorf, NautilusHyosung, ToshibaTec, Micros (Oracle), Fujitsu, Q2 Holdings and ACI Worldwide, some of which have more financial and technical resources, or morewidespread distribution and market penetration for their platforms and service offerings, than we do. We also compete with companies in specific industrysegments, such as entry-level ATMs, point-of-sale solutions and imaging solutions. In addition, as consumers and customers in the financial services, retailand hospitality industry adopt new alternative technologies such as cashless and other streamlined payment services and automated shopping solutions, wemay face competition from other technology companies.8Table of ContentsOur future competitive performance and market position depend on a number of factors, including our ability to:•react to competitive product and pricing pressures;•penetrate and meet the changing competitive requirements and deliverables in developing and emerging markets;•exploit opportunities in emerging vertical markets, such as travel and telecommunications and technology;•cross-sell additional products and services to our existing customer base;•rapidly and continually design, develop and market, or otherwise maintain and introduce innovative solutions and related products and services forour customers that are competitive in the marketplace;•react on a timely basis to shifts in market demands and technological innovations, including shifts toward the desire of banks and retailers toprovide an omni-channel experience to their customers and the use of mobile devices in transactions and payments;•compete in reverse auctions for new and continuing business;•reduce costs without creating operating inefficiencies or impairing product or service quality;•maintain competitive operating margins;•improve product and service delivery quality; and•effectively market and sell all of our diverse solutions.Our business and operating performance also could be impacted by external competitive pressures, such as consolidation, increasing price erosion and theentry of new competitors and technologies into our existing product and geographic markets. In addition, our customers sometimes finance our product salesthrough third party financing companies, and in the case of customer default, these financing companies may be forced to resell this equipment at discountedprices, competing with us and impacting our ability to sell incremental units. The impact of these product and pricing pressures could include lower customersatisfaction, decreased demand for our solutions, loss of market share and reduction of operating profits.Introduction of New Solutions. If we do not swiftly and successfully develop and introduce new solutions in the competitive, rapidly changing environmentin which we do business, our business results will be impacted. The development process for our solutions requires high levels of innovation from ourproduct development teams and suppliers of the components embedded or incorporated in our solutions. In addition, certain of our solutions, including ourcloud solutions, may require us to build, lease or expand, and maintain, infrastructure (such as hosting centers) to support them. The development processalso can be lengthy and costly, and requires us to commit a significant amount of resources to bring our business solutions to market. We may not be able toanticipate our customers’ needs and technological and industry trends accurately, or to complete development of new solutions efficiently. In addition,contract terms, market conditions or customer preferences may affect our ability to limit, sunset or end-of-life our older products in a timely or cost-effectivefashion. If any of these risks materialize, we may be unable to introduce new solutions into the market on a timely basis, if at all, and our business andoperating results could be impacted. Likewise, we sometimes make assurances to customers regarding the operability and specifications of new technologies,and our results could be impacted if we are unable to deliver such technologies, or if such technologies do not perform as planned. Once we have developednew solutions, if we cannot successfully market and sell those solutions, our business and operating results could be impacted.Data Privacy and Cybersecurity. Cybersecurity and data privacy issues could negatively impact our business. Our products and services, including ourcloud and hosted solutions, facilitate financial and other transactions for the customers in the industries we serve. As a result, we collect, use, transmit andstore certain of the transaction and personal information of our customers and the end-users of our solutions. We also may have access to transaction andpersonal information of our customers and their customers through or in the course of servicing our products or third party products. Additionally, we collect,use and store personal information of our employees and the personnel of our business partners, such as resellers, suppliers and contractors, in the ordinarycourse of business. While we have programs and measures in place designed to safeguard this data, and while we have implemented access controls designedto limit the risk of unauthorized use or disclosure by employees and contractors, the techniques used to obtain unauthorized access to this data are complexand changing, and may be difficult to detect for long periods of time. An attack, disruption, intrusion, denial of service, theft or other breach, or aninadvertent act by an employee or contractor, could result in unauthorized access to, or9Table of Contentsdisclosure of, this data, resulting in claims, costs and reputational harm that could materially and adversely affect our operating results. We may also detect,or may receive notice from third parties (including governmental agencies) regarding potential vulnerabilities in our information technology systems, ourproducts, or third party products used in conjunction with our products. Even if these potential vulnerabilities do not result in a data breach, their existencecan adversely affect customer confidence and our reputation in the marketplace. To the extent such vulnerabilities require remediation, such remedialmeasures could require significant resources and may not be implemented before such vulnerabilities are exploited. As the cybersecurity landscape evolves,we may also find it necessary to make significant further investments to protect data and infrastructure.The personal information and data that we process and store also is increasingly subject to the data security and data privacy laws of many jurisdictions,including the United States and the EU and its member states. These laws may conflict with one another, and many of them are subject to frequentmodification and differing interpretations. The laws include the EU’s General Data Protection Regulation (GDPR), which goes into effect in May 2018. TheGDPR is expected to impose a significant compliance burden on many companies with operations in the EU, and it includes fines of up to 20 million Eurosor up to 4% of the annual global revenues of the infringer for failures to comply. The laws also cover the transfer of personal information, including transfersof employee information between us and our subsidiaries, across international borders, including with respect to the EU, Australia and Japan. Complyingwith these evolving and varying requirements could require significant expense and effort, and could require us to change our business practices or thefunctionality of our products and services in a manner adverse to our customers and our business. In addition, violations of these laws can result in significantpenalties, claims by regulators or other third parties, and damage to our brand and business.Defects, Errors and Disruptions. Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputationand negatively impact our business. Many of our products are sophisticated and complex, and may incorporate third-party hardware and software. Despitetesting and quality control, we cannot be certain that defects or errors will not be found in our products. If our products contain undetected defects or errors,or otherwise fail to meet our customers’ expectations, we could face the loss of customers, liability exposure and additional development costs. If defects orerrors delay product installation or make it more difficult, we could experience delays in customer acceptance, or if our products require significant amountsof customer support, it could result in incremental costs to us. In addition, our customers who license and deploy our software may do so in both standard andnon-standard configurations in different environments with different computer platforms, system management software and equipment and networkingconfigurations, which may increase the likelihood of technical difficulties. Our products may be integrated with other components or software, and, in theevent that there are defects or errors, it may be difficult to determine the origin of such defects or errors. Additionally, damage to, or failure or unavailabilityof, any significant aspect of our cloud hosting facilities could interrupt the availability of our cloud offerings, which could cause disruption for ourcustomers, and, in turn, their customers, and expose us to liability. If any of these risks materialize, they could result in additional costs and expenses,exposure to liability claims, diversion of technical and other resources to engage in remediation efforts, loss of customers or negative publicity, each of whichcould impact our business and operating results.Disruptions in our data center hosting facilities could adversely affect our business. Our software products are increasingly being offered and provided on acloud or other hosted basis through data centers operated by the Company or third parties in the United States and other countries. In addition, certain of theapplications and data that we use in our services offerings and our operations may be hosted or stored at such facilities. These facilities may be vulnerable tonatural disasters, telecommunications failures and similar events, or to intentional acts of misconduct, such as security breaches or attacks. The occurrence ofany of these events or acts, or any other unanticipated problems, at these facilities could result in damage to or the unavailability of these cloud hostingfacilities. Such damage or unavailability could, despite existing disaster recovery and business continuity arrangements, interrupt the availability of ourcloud offerings for our customers. We have from time to time experienced such interruptions and they may occur in the future. In addition, any such damageor unavailability could interrupt the availability of applications or data necessary to provide services or conduct critical operations. Interruptions in theavailability of our cloud offerings or our ability to service our customers could result in the failure to meet contracted up-time or service levels, which couldcause us to issue credits or pay penalties, or cause customers to terminate or not renew subscriptions. Interruptions could also expose us to liability claims,negative publicity and the need to engage in costly remediation efforts, any of which could impact our business and reduce our revenue.Indebtedness and Repurchase Obligations. Our level of indebtedness could limit our financial and operating activities and adversely affect our ability toincur additional debt to fund future needs. At December 31, 2017, we had approximately $3.01 billion of total indebtedness outstanding. Additionally, atDecember 31, 2017, we had approximately $1.10 billion of secured debt available for borrowing under our senior secured credit facility, and approximately$200 million of secured debt available for borrowing under our trade receivables securitization facility. This level of indebtedness could:•require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available foroperations and future business opportunities;10Table of Contents•make it more difficult for us to satisfy our obligations with respect to our outstanding senior unsecured notes, including our change in controlrepurchase obligations;•limit our ability to borrow additional money if needed for other purposes, including working capital, capital expenditures, debt servicerequirements, acquisitions and general corporate or other purposes, on satisfactory terms or at all;•limit our ability to adjust to changing economic, business and competitive conditions;•place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing;•make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic conditions; and•make us more susceptible to adverse changes in credit ratings, which could impact our ability to obtain financing in the future and increase the costof such financing.If compliance with our debt obligations materially limits our financial or operating activities, or hinders our ability to adapt to changing industry conditions,we may lose market share, our revenue may decline and our operating results may be negatively affected.The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and businessoperations. Our senior secured credit facility and the indentures for our senior unsecured notes include restrictive covenants that, subject to certainexceptions and qualifications, restrict or limit our ability and the ability of our subsidiaries to, among other things:•incur additional indebtedness;•create liens on, sell or otherwise dispose of, our assets;•engage in certain fundamental corporate changes or changes to our business activities;•make certain investments or material acquisitions;•engage in sale-leaseback or hedging transactions;•repurchase our common stock, pay dividends or make similar distributions on our capital stock;•repay certain indebtedness;•engage in certain affiliate transactions; and•enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments.The senior secured credit facility and the indentures also contain certain affirmative covenants, and the senior secured credit facility requires us to complywith financial coverage ratios regarding both our interest expense and our debt relative to our Consolidated EBITDA (as defined in the senior secured creditfacility).These covenants and restrictions could affect our ability to operate our business, and may limit our ability to react to market conditions or take advantage ofpotential business opportunities as they arise. Additionally, our ability to comply with these covenants may be affected by events beyond our control,including general economic and credit conditions and industry downturns.In addition, under our trade receivables securitization facility, we are required, among other things, to maintain certain financial tests relating to the threemonth rolling average ratio of defaults, delinquencies, dilution and days sales outstanding of the receivables pool (as such ratios and tests are described inthe agreement governing our trade receivables securitization facility).If we fail to comply with these covenants and are unable to obtain a waiver or amendment from the applicable lenders, an event of default would result underthese agreements and under other agreements containing related cross-default provisions.•Upon an event of default under the senior secured credit facility, the lenders could, among other things, declare outstanding amounts due andpayable, refuse to lend additional amounts to us, or require us to deposit cash collateral in respect of outstanding letters of credit. If we were unableto repay or pay the amounts due, the lenders could, among other things, proceed against the collateral granted to them to secure such indebtedness,which includes certain of our domestic assets and the equity interests of certain of our domestic and foreign subsidiaries.11Table of Contents•Upon an event of default under the indentures, the trustee or holders of our senior unsecured notes could declare all outstanding amountsimmediately due and payable.•Upon an event of default under our trade receivables securitization facility, the lenders could, among other things, terminate the facility, declare allcapital and other obligations to be immediately due and payable, replace us as servicer, take over receivables lock-box accounts and redirect thecollections of domestic accounts receivable from those accounts, and exercise available rights against the domestic accounts receivable pledged byNCR Receivables, LLC.Despite our current levels of debt, we may still incur substantially more debt, including secured debt, and similar liabilities, which would increase the risksdescribed in these risk factors relating to indebtedness and repurchase obligations. The agreements relating to our debt limit, but do not prohibit, our abilityto incur additional debt, and the amount of debt that we could incur could be substantial. In addition, certain types of liabilities are not considered“Indebtedness” under our senior secured credit facility or the indentures governing our senior unsecured notes, and the senior secured credit facility andindentures do not impose any limitation on the amount of liabilities incurred by the subsidiaries, if any, that might be designated as “unrestrictedsubsidiaries” (as defined in the indentures). Accordingly, we could incur significant additional debt or similar liabilities in the future, including additionaldebt under our senior secured credit facility, some of which could constitute secured debt. In addition, if we form or acquire any subsidiaries in the future,those subsidiaries also could incur debt or similar liabilities. If new debt or similar liabilities are added to our current debt levels, the related risks that we nowface could increase.Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be requiredto seek other financing alternatives, which may not be successful. Our ability to make timely payments of principal and interest on our debt obligationsdepends on our ability to generate positive cash flows from operations, which is subject to general economic conditions, competitive pressures and certainfinancial, business and other factors beyond our control. If our cash flows and capital resources are insufficient to make these payments, we may be requiredto seek additional financing sources, reduce or delay capital expenditures, sell assets or operations or refinance our indebtedness. These actions could have amaterial adverse effect on our business, financial condition and results of operations. In addition, we may not be able to take any of these actions, and, even ifsuccessful, these actions may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our outstandingindebtedness will depend on, among other things, the condition of the capital markets and our financial condition at such time. There can be no assurancethat we will be able to restructure or refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot make scheduled payments onour debt, we will be in default and the outstanding principal and interest on our debt could be declared to be due and payable, in which case we could beforced into bankruptcy or liquidation or required to substantially restructure or alter our business operations or debt obligations.Borrowings under our senior secured credit facility and trade receivables securitization facility bear interest at a variable rate, which subjects us to interestrate risk, which could cause our debt service obligations to increase significantly. All of our borrowings under our senior secured credit facility and tradereceivables securitization facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations onthis variable rate indebtedness would increase even though the amount borrowed remained the same. Although we may enter into interest rate swaps orsimilar instruments to reduce interest rate volatility in connection with our variable rate borrowings, we cannot provide assurances that we will be able to doso or that such swaps or instruments will be effective.We may not be able to raise the funds necessary to finance a required repurchase of our senior unsecured notes or our Series A Convertible Preferred Stock.Upon the occurrence of a change in control under the applicable indenture governing the applicable senior unsecured notes, holders of those notes mayrequire us to repurchase their notes. On any date during the three months commencing on and immediately following March 16, 2024 and the three monthscommencing on and immediately following every third anniversary of such date, holders of our Series A Convertible Preferred Stock will have the right torequire us to repurchase any or all of our outstanding Series A Convertible Preferred Stock. In addition, upon certain change of control events involving theCompany, holders of Series A Convertible Preferred Stock can require us, subject to certain exceptions, to repurchase any or all of their Series A ConvertiblePreferred Stock.It is possible that we would not have sufficient funds at the time that we are required to make any such purchase of notes or Series A Convertible PreferredStock (or both). We cannot assure the holders of the senior unsecured notes and Series A Convertible Preferred Stock that we will have sufficient financialresources, or will be able to arrange financing, to pay the repurchase price in cash with respect to any such notes or Series A Convertible Preferred Stock thatholders have requested to be repurchased upon a change in control or scheduled redemption. Our failure to repurchase the senior unsecured notes of a serieswhen required would result in an event of default with respect to such notes which could, in turn, constitute a default under the terms of our otherindebtedness, if any. If we are unable to repurchase all shares of Series A Convertible Preferred Stock that holders have requested to be purchased, then we arerequired to pay dividends on the shares not repurchased at a rate equal to 8.0% per annum, accruing daily from such date until the full purchase price, plus allaccrued dividends, are paid in full in respect of such shares of Series A Convertible Preferred Stock.12Table of ContentsIn addition, a change in control may constitute an event of default under our senior secured credit facility and our trade receivables securitization facility thatwould permit the lenders to accelerate the maturity of the borrowings thereunder and would require us to make a similar change in control offer to holders ofour existing senior unsecured notes.Certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, may not constitute a change incontrol under the indentures governing our secured notes or the terms of our Series A Convertible Preferred Stock.A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our accessto capital. Any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, futurecircumstances relating to the basis of the rating, such as adverse changes, so warrant. Any future lowering of our ratings likely would make it more difficult ormore expensive for us to obtain additional debt financing.Operating Results Fluctuations. Our revenue, operating results, and margins could fluctuate for a number of reasons, including those described below:Seasonality. Our sales are historically seasonal, with lower revenue in the first quarter and higher revenue in the fourth quarter of each year. Such seasonalityalso causes our working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume, timing and mix of productsales. In addition, revenue in the third month of each quarter is typically higher than in the first and second months, particularly as our business model shiftsto include more software and cloud solutions. These factors, among other things, may adversely affect our ability to manage working capital, make ourforecasting process more difficult and impact our ability to predict financial results accurately.Income Taxes. We are a United States based multinational company subject to income taxes in the United States and a number of foreign jurisdictions. Ourdomestic and international tax liabilities are dependent on the distribution of our earnings among these different jurisdictions, and our provision for incometaxes and cash tax liability could be adversely affected if the distribution of earnings is higher than expected in jurisdictions with higher statutory tax rates.On December 22, 2017, the U.S. President signed into law new legislation, referred to as the Tax Cuts and Jobs Act of 2017 ("U.S. Tax Reform"), thatsignificantly revises the Internal Revenue Code of 1986, as amended. Among other things, the new legislation reduces the U.S. corporate income tax rate,subjects interest deductions to potential limitations, alters the expensing of capital expenditures, adopts elements of a territorial tax system, includes a one-time mandatory deemed repatriation tax on accumulated non-U.S. earnings of U.S. entities, and introduces certain anti-base erosion provisions. Thelegislation will affect our tax position and the cash taxes of our U.S. entities and will have a corresponding impact on our consolidated financial resultsstarting in the fourth quarter of our fiscal year 2017. Notwithstanding the reduction in the corporate income tax rate, we continue to assess the overall impactof the legislation, and there can be no assurances that it will have an overall favorable impact on our business, financial condition or effective tax rate. Inaddition, the legislation requires interpretations and implementing regulations by the Internal Revenue Service (IRS), as well as state tax authorities, andcould be subject to potential amendments and technical corrections, any of which could lessen or increase certain adverse impacts of the legislation. If we areunable to manage the adverse impacts of the legislation, they could have a material effect on our financial condition, results of operations and cash flows.We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets andliabilities. Our deferred tax assets, net of valuation allowances, totaled approximately $608 million and $840 million at December 31, 2017 and 2016,respectively, which, for 2017, reflects the remeasurement of our net U.S. deferred tax assets as a result of U.S. Tax Reform. We regularly review our deferredtax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized.If we are unable to generate sufficient future taxable income, if there is a material change in the actual effective tax rates or if there is a change to the timeperiod within which the underlying temporary differences become taxable or deductible, then we could be required to increase our valuation allowanceagainst our deferred tax assets, which could result in a material increase in our effective tax rate.In addition, changes in foreign tax laws or tax rulings could affect our financial position and results of operations. For example, in light of continuing globalfiscal challenges, various levels of government and international organizations such as the Organization for Economic Co-operation and Development(OECD) and European Union (EU) are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue. These tax reformefforts, such as the OECD-led Based Erosion and Profit Sharing project (BEPS), are designed to ensure that corporate entities are taxed on a larger percentageof their earnings. Although some countries have passed tax laws based on findings from the BEPS project, the final nature, timing and extent of any such taxreforms13Table of Contentsor other legislative or regulatory actions is unpredictable, and it is difficult to assess their overall effect. But, these changes could increase our effective taxrate and adversely impact our financial results.We are also subject to ongoing audits of our income tax returns in various jurisdictions both in the U.S. and internationally. While we believe that our taxpositions will be sustained, the outcomes of such audits could result in the assessment of additional taxes, which could adversely impact our cash flows andfinancial results.Foreign Currency. Our revenue and operating income are subject to variability due to the effects of foreign currency fluctuations against the U.S. Dollar.Overall, we have exposure to approximately 50 functional currencies. We pay the majority of expenses attributable to our foreign operations in the functionalcurrency of the country in which such operations are conducted, and in 2017 a significant portion of our revenue was generated in currencies other than theU.S. Dollar. As a result, significant currency fluctuations could adversely affect our results of operations, including sales and gross margins. For example, anincrease in the value of the U.S. Dollar relative to foreign currencies could result in lower revenue and increased losses from currency exchange rates. Weendeavor to mitigate some of the effects of currency fluctuations with our hedging strategies; however, the volatility of foreign currency exchange rates isdependent on many factors that cannot be forecasted with reliable accuracy and our derivative instruments may not prove effective in reducing ourexposures.Cost/Expense Reductions. Our success in achieving targeted cost and expense reductions through formal restructuring programs, our continuousimprovement programs, our performance improvement programs and other similar programs depends on a number of factors, including our ability to achieveinfrastructure rationalizations, drive lower component and product development costs, improve supply chain efficiencies, utilize next-generationtechnologies, simplify and rationalize product portfolios, and optimize the efficiency of our customer services and professional services consulting resources.If we do not successfully execute on these initiatives or if we experience delays in completing the implementation of these initiatives, our results ofoperations or financial condition could be adversely affected.Manufacturing. At December 31, 2017, we manufactured our ATMs in facilities located in Columbus, Georgia, USA; Manaus, Brazil; Budapest, Hungary;Beijing, China; and Chengalpattu, India. Our self-checkout solutions are manufactured in facilities located in Columbus, Georgia, USA and Budapest,Hungary. Our financial kiosk solutions are manufactured in facilities located in Beijing, China; Budapest, Hungary; Manaus, Brazil; and Chengalpattu,India. Our POS/Display terminals are manufactured in facilities located in Columbus, Georgia, USA; and Budapest, Hungary, and certain hand-held solutionsare manufactured in Salzburg, Austria. NCR outsources the manufacturing in all geographic regions of its payment solutions, some POS terminals, printers,bar code scanners and various other kiosks. If we develop or experience problems relating to product quality or on-time delivery to customers that we areunable to quickly manage and resolve, whether due to the geographical diversity of our manufacturing base or otherwise, we could experience businessinterruption that could negatively impact our business and operating results.Contractual Obligations for Professional Services. Our contracts for professional services consulting work may contemplate that services will be performedover multiple periods, especially in connection with large solution roll-outs. Our profitability under those contracts is largely a function of performing ourcontractual obligations within the estimated costs and time periods specified. If we exceed these estimated costs or cannot otherwise complete the contractedservices within the specified periods, our profitability related to these contracts could be negatively impacted. In addition, if we are unable to maintainappropriate utilization rates for our consultants, we may not be able to sustain profitability on these contracts.Acquisitions, Divestitures and Alliances. As we selectively acquire and divest technologies, products and businesses and we begin to include or exclude, asthe case may be, the financial results related to these transactions, our operating results could fluctuate materially, depending on the size, nature, structureand timing of the transactions.Underfunded Pension Obligation. At December 31, 2017, our obligation for benefits under our pension plans was $3,223 million and our pension plan assetstotaled $2,530 million, which resulted in an underfunded pension obligation of $693 million. While we rebalanced our U.S. and international plan assets inorder to reduce volatility and made several discretionary contributions to our pension plans, our remaining underfunded pension obligation continues torequire ongoing cash contributions. Our underfunded pension obligation also may be affected by future transfers and settlements relating to our internationalpension plans. For example, in 2015 we completed the transfer of our U.K. London pension plan to an insurer. The pension plan was overfunded, and thetransfer resulted in a settlement loss of $427 million in the second quarter of 2015, and an offsetting decrease to prepaid pension costs in our consolidatedbalance sheet.In addition, certain of the plan assets remain subject to financial market risk, and our actuarial and other assumptions underlying our expected future benefitpayments, long-term expected rate of return and future funding expectations for our plans depend on, among other things, interest rate levels and trends andcapital market expectations. Further volatility in the performance of financial markets,14Table of Contentschanges in any of these actuarial assumptions (including those described in our “Critical Accounting Policies and Estimates” section of the “Management'sDiscussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of Part II of this Report) or changes in regulations regardingfunding requirements could require material increases to our expected cash contributions to our pension plans in future years.See the “Effects of Pension, Postemployment and Postretirement Benefit Plans” and “Financial Condition, Liquidity And Capital Resources” sections of the“Management's Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of Part II of this Report and Note 8,“Employee Benefit Plans” in the Notes to the Consolidated Financial Statements included in Item 8 of Part II of this Report for further information regardingthe funded status of our pension plans and potential future cash contributions.Stock-based Compensation. Similar to other companies, we use stock awards as a form of compensation for certain employees and non-employee directors.All stock-based awards are required to be recognized in our financial statements based on their fair values. The amount recognized for stock compensationexpense could vary depending on a number of assumptions or changes that may occur. For example, assumptions such as the risk-free rate, expected holdingperiod and expected volatility that drive our valuation model could change. Other examples that could have an impact include changes in the mix and typeof awards, changes in our compensation plans, changes in our tax rate, changes in our forfeiture rate, differences in actual results compared to management’sestimates for performance-based awards or an unusually high amount of expirations of stock awards.Changes in Accounting Principles. We prepare our consolidated financial statements in accordance with accounting principles generally accepted in theUnited States. These principles are subject to interpretation by the SEC and various bodies formed to create and interpret appropriate accounting principlesand guidance. Changes in accounting principles may have an adverse effect on our financial results, as well as our processes and related controls, and mayretroactively affect previously reported results. For additional information regarding updated accounting principles and standards, including the new revenuerecognition standard, see Item 7 of Part II of this Report and Note 1, “Basis of Presentation and Significant Accounting Policies” in the Notes to theConsolidated Financial Statements included in Item 8 of Part II of this Report.Activist Stockholders. While we seek to actively engage with stockholders and consider their views on business and strategy, we could be subject to actionsor proposals from stockholders or others that do not align with our business strategies or the interests of our other stockholders. Responding to thesestockholders could be costly and time-consuming, disrupt our business and operations, and divert the attention of our Board of Directors and seniormanagement. Uncertainties associated with such activities could interfere with our ability to effectively execute our strategic plan, impact customer retentionand long-term growth, and limit our ability to hire and retain personnel. In addition, actions of these stockholders may cause periods of fluctuation in ourstock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects ofour business.Series A Convertible Preferred Stock. The issuance of shares of our Series A Convertible Preferred Stock reduces the relative voting power of holders ofour common stock, and the conversion and sale of those shares would dilute the ownership of such holders and may adversely affect the market price of ourcommon stock. As of December 31, 2017, 0.8 million shares of our Series A Convertible Preferred Stock were outstanding, representing approximately 18% ofour outstanding common stock, including the Series A Convertible Preferred Stock on an as-converted basis. Holders of Series A Convertible Preferred Stockare entitled to a cumulative dividend at the rate of 5.5% per annum, payable quarterly in arrears. The dividends are to be paid in-kind, through the issuance ofadditional shares of Series A Convertible Preferred Stock, for the first sixteen dividend payment dates, and thereafter in cash or in-kind at our option. If we failto timely declare and pay a dividend, the dividend rate will increase to 8.0% per annum until such time as all accrued but unpaid dividends have been paid infull.As holders of our Series A Convertible Preferred Stock are entitled to vote, on an as-converted basis, together with holders of our common stock on all matterssubmitted to a vote of the holders of our common stock, the Series A Convertible Preferred Stock, and the subsequent issuance of additional shares of Series AConvertible Preferred Stock through the payment of in-kind dividends, effectively reduces the relative voting power of the holders of our common stock.In addition, the conversion of the Series A Convertible Preferred Stock to common stock would dilute the ownership interest of existing holders of ourcommon stock, and any sales in the public market of the common stock issuable upon conversion of the Series A Convertible Preferred Stock would increasethe number of shares of our common stock available for public trading, and could adversely affect prevailing market prices of our common stock. Under acustomary registration rights agreement, in March 2016 we registered for resale the shares of Series A Convertible Preferred Stock, and the shares of commonstock issuable upon conversion of the Series A Convertible Preferred Stock, and in March 2017, entities affiliated with The Blackstone Group L.P. (which werefer to as the Blackstone Purchasers) offered for sale 342,000 shares of Series A Convertible Preferred Stock in an underwritten public offering. Further salesby Blackstone of shares of our Series A Convertible Preferred Stock, or common stock issuable upon conversion of the Series A15Table of ContentsConvertible Preferred Stock, in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of ourcommon stock.The Blackstone Purchasers and the other holders of our Series A Convertible Preferred Stock may exercise influence over us. As of December 31, 2017, theoutstanding shares of our Series A Convertible Preferred Stock represented approximately 18% of our outstanding common stock, including the Series AConvertible Preferred Stock on an as-converted basis. The terms of the Series A Convertible Preferred Stock require the approval of a majority of our Series AConvertible Preferred Stock by a separate class vote for us to:•amend our organizational documents in a manner that would have an adverse effect on the Series A Convertible Preferred Stock; or•issue securities that are senior to, or equal in priority with, the Series A Convertible Preferred Stock.In addition, our November 2015 Investment Agreement with Blackstone (the Investment Agreement), and the terms of the Series A Convertible PreferredStock, grant the Blackstone Purchasers certain rights to designate directors to serve on our Board, which directors are elected by a separate class vote of theholders of the Series A Convertible Preferred Stock. For so long as the Blackstone Purchasers beneficially own shares of Series A Convertible Preferred Stock(and/or shares of common stock issued upon conversion of Series A Convertible Preferred Stock) that represent, on an as-converted basis, at least 50% of theBlackstone Purchasers' initial shares of Series A Convertible Preferred Stock on an as-converted basis, the Blackstone Purchasers have the right to designatetwo directors for election to our Board. For so long as the Blackstone Purchasers beneficially own shares of Series A Convertible Preferred Stock (and/orshares of common stock issued upon conversion of Series A Convertible Preferred Stock) that represent, on an as-converted basis, at least 25% but less than50% of Blackstone’s initial shares of Series A Convertible Preferred Stock on an as-converted basis, the Blackstone Purchasers will have the right todesignate one director for election to our Board.The directors designated by the Blackstone Purchasers also are entitled to serve on committees of our Board, subject to applicable law and stock exchangerules. Notwithstanding the fact that all directors will be subject to fiduciary duties to us and to applicable law, the interests of the directors designated by theBlackstone Purchasers and elected by the holders of our Series A Convertible Preferred Stock may differ from the interests of our security holders as a wholeor of our other directors.The Investment Agreement also imposes a number of affirmative and negative covenants on us, and gives the Blackstone Purchasers a consent right withrespect to certain actions taken by us, including:•entering into material transactions with related parties, or repurchasing or redeeming shares of common stock from related parties, subject to certainexceptions; and•increasing or decreasing the maximum number of directors on our Board to more than eleven persons or to such number as would require theresignation of one of the directors nominated by Blackstone.As a result, the holders of our Series A Convertible Preferred Stock, and in particular, the Blackstone Purchasers, have the ability to influence the outcome ofany matter submitted for the vote of the holders of our common stock. Blackstone and its affiliates are in the business of making or advising on investmentsin companies, including businesses that may directly or indirectly compete with certain portions of our business, and they may have interests that divergefrom, or even conflict with, those of our other stockholders. They may also pursue acquisition opportunities that may be complementary to our business, and,as a result, those acquisition opportunities may not be available to us.Our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our commonstockholders, which could adversely affect our liquidity and financial condition, and may result in the interests of the holders of our Series A ConvertiblePreferred Stock, including the Blackstone Purchasers, differing from those of our common stockholders. The holders of our Series A Convertible PreferredStock have the right to receive a liquidation preference entitling them to be paid out of our assets available for distribution to stockholders before anypayment may be made to holders of any other class or series of capital stock, an amount equal to the greater of (a) 100% of the liquidation preference thereofplus all accrued dividends or (b) the amount that such holder would have been entitled to receive upon our liquidation, dissolution and winding up if alloutstanding shares of Series A Convertible Preferred Stock had been converted into common stock immediately prior to such liquidation, dissolution orwinding up.In addition, dividends on the Series A Convertible Preferred Stock accrue and are cumulative at the rate of 5.5% per annum, payable quarterly in arrears. If wefail to timely declare and pay a dividend, the dividend rate will increase to 8.0% per annum until such time16Table of Contentsas all accrued but unpaid dividends have been paid in full. The dividends are to be paid in kind, through the issuance of additional shares of Series AConvertible Preferred Stock, for the first sixteen dividend payment dates, and thereafter in cash or in-kind at our option.The holders of our Series A Convertible Preferred Stock also have certain redemption rights or put rights, including the right to require us to repurchase all orany portion of the Series A Convertible Preferred Stock on any date during the three months commencing on and immediately following March 16, 2024 andthe three months commencing on and immediately following every third anniversary of such date, at 100% of the liquidation preference thereof plus allaccrued but unpaid dividends, and the right, subject to certain exceptions, to require us to repurchase all or any portion of the Series A Convertible PreferredStock upon certain change of control events at the greater of (a) 100% of the liquidation preference thereof plus all accrued but unpaid dividends and (b) theconsideration the holders would have received if they had converted their shares of Series A Convertible Preferred Stock into common stock immediatelyprior to the change of control event.These dividend and share repurchase obligations could impact our liquidity and reduce the amount of cash flows available for working capital, capitalexpenditures, growth opportunities, acquisitions, and other general corporate purposes. Our obligations to the holders of Series A Convertible Preferred Stockcould also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. Thepreferential rights could also result in divergent interests between the holders of our Series A Convertible Preferred Stock and holders of our common stock.Multinational Operations. Our multinational operations, including in new and emerging markets, expose us to business and legal risks. For the years endedDecember 31, 2017 and 2016, the percentage of our revenue from outside of the United States was 50% and 53%, respectively, and we expect our percentageof revenue generated outside the United States to continue to be significant. In addition, we continue to seek to further penetrate existing internationalmarkets, and to identify opportunities to enter into or expand our presence in developing and emerging markets. While we believe that our geographicdiversity may help to mitigate some risks associated with geographic concentrations of operations, our ability to manufacture and sell our solutionsinternationally, including in new and emerging markets, is subject to risks, which include, among others:•the impact of ongoing and future economic and credit conditions on the stability of national and regional economies and industries within thoseeconomies;•political conditions and local regulations that could adversely affect demand for our solutions, our ability to access funds and resources, or ourability to sell products in these markets;•the impact of a downturn in the global economy, or in regional economies, on demand for our products;•currency exchange rate fluctuations that could result in lower demand for our products as well as generate currency translation losses;•limited availability of local currencies to pay vendors, employees and third parties and to distribute funds outside of the country;•changes to global or regional trade agreements that could limit our ability to sell products in these markets;•the imposition of import or export tariffs, taxes, trade policies or import and export controls that could increase the expense of, or limit demand forour products;•changes to and compliance with a variety of laws and regulations that may increase our cost of doing business or otherwise prevent us fromeffectively competing internationally;•government uncertainty or limitations on the ability to enforce legal rights and remedies, including as a result of new, or changes to, laws andregulations;•reduced protection for intellectual property rights in certain countries;•implementing and managing systems, procedures and controls to monitor our operations in foreign markets;•changing competitive requirements and deliverables in developing and emerging markets;•longer collection cycles and the financial viability and reliability of contracting partners and customers;•managing a geographically dispersed workforce, work stoppages and other labor conditions or issues;•disruptions in transportation and shipping infrastructure; and•the impact of civil unrest relating to war and terrorist activity on the economy or markets in general, or on our ability, or that of our suppliers, tomeet commitments.In addition, as a result of our revenue generated outside of the United States, the amount of cash and cash equivalents that is held by our foreign subsidiariescontinues to be significant. U.S. Tax Reform includes a one-time mandatory deemed repatriation tax17Table of Contents("repatriation tax") on accumulated earnings of our foreign subsidiaries. Also, under U.S. Tax Reform, the future earnings accumulated after December 31,2017 held by our foreign subsidiaries will be currently taxed in the U.S., and as such, distributions of earnings to the U.S. no longer generates additionalnegative U.S. income tax consequences. However, any distributions of earnings from foreign subsidiaries may be subject to foreign withholding taxes, whichwould reduce the amount of cash and cash equivalents that are available for our use.Environmental. Our historical and ongoing manufacturing activities subject us to environmental exposures. Our facilities and operations are subject to awide range of environmental protection laws, and we have investigatory and remedial activities underway at a number of facilities that we currently own oroperate, or formerly owned or operated, to comply, or to determine compliance, with such laws. In addition, our products are subject to environmental laws ina number of jurisdictions. Given the uncertainties inherent in such activities, there can be no assurances that the costs required to comply with applicableenvironmental laws will not impact future operating results. We have also been identified as a potentially responsible party in connection with certainenvironmental matters, including the Fox River and Kalamazoo River matters, as further described in Note 9, "Commitments and Contingencies" of the Notesto Consolidated Financial Statements included in Item 8 of Part II of this Report; in “Environmental Matters” within Item 1 of Part I of this Report; and in“Environmental and Legal Contingencies” within the “Critical Accounting Policies and Estimates” section of “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” included in Item 7 of Part II of this Report, and we incorporate such disclosures by reference and make them apart of this discussion of risk factors.Acquisitions, Divestitures and Alliances. If we do not successfully integrate acquisitions or effectively manage alliance activities, we may not drive futuregrowth. As part of our overall solutions strategy, we have made, and intend to continue to make, investments in companies, products, services andtechnologies, either through acquisitions, investments, joint ventures or strategic alliances. Acquisitions and alliance activities inherently involve risks. Therisks we may encounter include those associated with:•assimilating and integrating different business operations, corporate cultures, personnel, infrastructures (such as data centers) and technologiesor products acquired or licensed;•the potential for unknown liabilities within the acquired or combined business; and•the possibility of conflict with joint venture or alliance partners regarding strategic direction, prioritization of objectives and goals, governancematters or operations.Further, we may make acquisitions and investments in order to acquire or obtain access to new technology or products that expand our offerings. There is riskthat the new technology or products may not perform as anticipated and may not meet estimated growth projections or expectations, or investment recipientsmay not successfully execute their business plans. There is also risk that key employees of an acquired business may not remain with us as long as expected.In the event that these risks materialize, we may not be able to fully realize the benefit of our investments, and our operating results could be adverselyaffected. An acquisition or alliance, and the integration of an acquired business, may also disrupt our ongoing business or we may not be able to successfullyincorporate acquired products, services or technologies into our solutions and maintain quality. Further, we may not achieve the projected synergies once wehave integrated the business into our operations, which may lead to additional costs not anticipated at the time of acquisition.Circumstances associated with divestitures could adversely affect our results of operations and financial condition. In May 2016, we completed the sale ofmost of the assets of our Interactive Printer Solutions (IPS) business to Atlas Holdings, LLC, and in June 2012 we completed the divestiture of ourentertainment business to Redbox Automated Retail, LLC. We continue to evaluate the strategic fit of our other businesses and products and may decide tosell a business or product based on such an evaluation. Despite a decision to divest a business or product, we may encounter difficulty in finding buyers orexecuting alternative exit strategies at acceptable prices and terms and in a timely manner. In addition, prospective buyers may have difficulty obtainingfinancing. Divestitures, including the divestiture of the IPS business, could involve additional risks, including:•difficulties in the separation of operations, services, products and personnel;•the need to provide significant ongoing post-closing transition support to a buyer;•the diversion of management’s attention from other business concerns;•the retention of certain current or future liabilities in order to induce a buyer to complete a divestiture;•the obligation to indemnify or reimburse a buyer for certain past liabilities of a divested business;•the disruption of our business; and•the potential loss of key employees.18Table of ContentsWe may not be successful in managing these or any other significant risks that we may encounter in divesting a business or product, which could have amaterial adverse effect on our business.Intellectual Property. Our continuing ability to be a leading technology and services solutions provider could be negatively affected if we do not protectintellectual property that drives innovation. It is critical to our continued development of leading technologies that we are able to protect and enhance ourproprietary rights in our intellectual property through patent, copyright, trademark and trade secret laws. These efforts include protection of the products andthe application, diagnostic and other software we develop. To the extent we are not successful in protecting our proprietary rights, our business could beadversely impacted. Also, many of our offerings rely on technologies developed by others, and if we are unable to continue to obtain licenses for suchtechnologies, our business could be adversely impacted. From time to time, we receive notices from third parties regarding patent and other intellectualproperty claims. Whether such claims have merit, they may require significant resources to defend. If an infringement claim is successful and we are requiredto pay damages, or we are unable to license the infringed technology or to substitute similar non-infringing technology, our business could be adverselyaffected.Work Environment. Continuous improvement, customer experience, restructuring and cost reduction initiatives could negatively impact productivity andbusiness results. In the past, we have undertaken restructuring plans, and, in addition, as part of our ongoing efforts to optimize our cost structure, from timeto time, we shift and realign our internal organizational structure and resources. These activities could temporarily result in reduced productivity levels. If weare not able to timely execute on these initiatives, or if the costs to complete these initiatives is higher than anticipated, our results of operations or financialcondition could be adversely affected. In addition to these initiatives, we have initiatives to grow and expand our software business, streamline our servicesbusiness, enable our sales force to better sell our solutions, invest in our software and cloud solutions and improve the experience of our customers. Wetypically have many such initiatives underway. If we are not successful in implementing and managing these various initiatives and minimizing anyresulting loss in productivity, we may not be able to achieve targeted cost savings or productivity gains, and our business and operating results could benegatively impacted.On January 8, 2018, we opened our new world headquarters in Atlanta, Georgia, and are in the process of relocating our headquarters operations to thisfacility. From time to time we may undertake similar projects with respect to our office, manufacturing or other facilities. Implementation of relocation planssuch as these could result in business disruption due to a lack of business continuity, which, among other things, could have a negative impact on ourproductivity and business and operating results.If we do not retain key employees, or attract quality new and replacement employees, we may not be able to meet our business objectives. Our employees arevital to our success, including the successful transformation of the Company into a software and solutions driven business. Therefore, our ability to retain ourkey business leaders and our highly skilled software development, technical, sales, consulting and other key personnel, including key personnel of acquiredbusinesses, is critical. These key employees may decide to leave NCR for other opportunities, or may be unavailable for health or other reasons. In addition,as our business model evolves, we may need to attract employees with different skill sets, experience and attributes to support that evolution. If we are unableto retain our key personnel, or we are unable to attract highly qualified new and replacement employees by offering competitive compensation, secure workenvironments and leadership opportunities now and in the future, our business and operating results could be negatively impacted.Our ability to effectively manage our business could be negatively impacted if we do not invest in and maintain reliable technology infrastructure andinformation systems. It is periodically necessary to add to, replace, upgrade or modify our technology infrastructure and internal information systems. If weare unable to expand, replace, upgrade or modify such systems in a timely and cost-effective manner, especially in light of demands on our informationtechnology resources, our ability to capture and process financial transactions and, therefore, our financial condition, results of operations, or ability tocomply with legal and regulatory reporting obligations, may be negatively impacted.Reliance on Third Parties. If third party suppliers upon which we rely are not able to fulfill our needs, our ability to bring our products to market in atimely fashion could be affected. In most cases, there are a number of vendors providing the services and producing the parts and components that we utilizein or in connection with our products. However, there are some services and components that are licensed or purchased from single sources due to price,quality, technology, functionality or other reasons. For example, we depend on transaction processing services from Accenture, computer chips andmicroprocessors from Intel and operating systems from Microsoft. Certain parts and components used in the manufacturing of our ATMs and the delivery ofmany of our retail solutions are also supplied by single sources. In addition, there are a number of key suppliers for our businesses that provide us with criticalproducts for our solutions. If we were unable to secure the necessary services, including contract manufacturing, parts, software, components or products froma particular vendor, and we had to find an alternative supplier, our new and existing product shipments and solution deliveries, or the provision of contractedservices, could be delayed, impacting our business and operating results.19Table of ContentsWe have, from time to time, formed alliances with third parties that have complementary products, software, services and skills. These alliances representmany different types of relationships, such as outsourcing arrangements to manufacture hardware and subcontract agreements with third parties to performservices and provide products and software to our customers in connection with our solutions. For example, we rely on third parties for cash replenishmentservices for our ATM products. These alliances introduce risks that we cannot control, such as nonperformance by third parties and difficulties with or delaysin integrating elements provided by third parties into our solutions. Lack of information technology infrastructure, shortages in business capitalization, andmanual processes and data integrity issues of smaller suppliers can also create product time delays, inventory and invoicing problems, staging delays, as wellas other operating issues. The failure of third parties to provide high-quality products or services that conform to required specifications or contractualarrangements could impair the delivery of our solutions on a timely basis, create exposure for non-compliance with our contractual commitments to ourcustomers and impact our business and operating results. Also, some of these third parties have access to confidential NCR and customer data, the integrityand security of which are of significant importance to the Company.Internal Controls. If we do not maintain effective internal controls, accounting policies, practices, and information systems necessary to ensure reliablereporting of our results, our ability to comply with our legal obligations could be negatively affected. Our internal controls, accounting policies andpractices, and internal information systems enable us to capture and process transactions in a timely and accurate manner in compliance with applicableaccounting standards, laws and regulations, taxation requirements and federal securities laws and regulations. Our internal controls and policies are beingclosely monitored by management as we continue to implement a worldwide Enterprise Resource Planning (ERP) system. While we believe these controls,policies, practices and systems are adequate to ensure data integrity, unanticipated and unauthorized actions of employees or contractors (both domestic andinternational), temporary lapses in internal controls due to shortfalls in transition planning and oversight, or resource constraints, could lead to improprietiesand undetected errors that could impact our financial condition, results of operations, or compliance with legal obligations. Moreover, while management hasconcluded that the Company’s internal control over financial reporting was effective as of December 31, 2017 (as set forth in “Management’s Report onInternal Control over Financial Reporting” included in Item 9A of Part II of this Report), due to their inherent limitations, such controls may not prevent ordetect misstatements in our reported financial statements. Such limitations include, among other things, the potential for human error or circumvention ofcontrols. Further, the Company’s internal control over financial reporting is subject to the risk that controls may become inadequate because of a failure toremediate control deficiencies, changes in conditions or a deterioration of the degree of compliance with established policies and procedures.Contingencies. We face uncertainties with regard to regulations, lawsuits and other related matters. In the normal course of business, we are subject toproceedings, lawsuits, claims and other matters, including, for example, those that relate to the environment, health and safety, labor and employment,employee benefits, import/export compliance, intellectual property, data privacy and security, product liability, commercial disputes and regulatorycompliance, among others. Because such matters are subject to many uncertainties, their outcomes are not predictable and we must make certain estimatesand assumptions in our financial statements. While we believe that amounts provided in our Consolidated Financial Statements with respect to such mattersare currently adequate in light of the probable and estimable liabilities, there can be no assurances that the amounts required to satisfy alleged liabilities fromsuch matters will not impact future operating results. Additionally, we are subject to diverse and complex laws and regulations, including those relating tocorporate governance, public disclosure and reporting, environmental safety and the discharge of materials into the environment, product safety, import andexport compliance, data privacy and security, antitrust and competition, government contracting, anti-corruption, and labor and human resources, which arerapidly changing and subject to many possible changes in the future. Compliance with these laws and regulations, including changes in accountingstandards, taxation requirements, and federal securities laws among others, may create a substantial burden on us, and substantially increase costs to ourorganization or could have an impact on our future operating results.Additionally, doing business on a worldwide basis requires us and our subsidiaries to comply with the laws and regulations of the U.S. government andvarious international jurisdictions. For example, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as theForeign Corrupt Practices Act (FCPA), which generally prohibits U.S. companies or agents acting on behalf of such companies from making improperpayments to foreign officials for the purpose of obtaining or keeping business. Our international operations are also subject to economic sanction programsadministered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). If we are not in compliance with such laws and regulations, we maybe subject to criminal and civil penalties, which may cause harm to our reputation and to our brand and could have an adverse effect on our business,financial condition and results of operations. See Note 9, "Commitments and Contingencies" of the Notes to Consolidated Financial Statements included inItem 8 of Part II of this Report for information regarding our prior FCPA and OFAC investigations, which disclosures are incorporated by reference and madea part of this discussion of risk factors.Item 1B. UNRESOLVED STAFF COMMENTSNone.20Table of ContentsItem 2. PROPERTIESAs of December 31, 2017, NCR operated 210 facilities consisting of approximately 5.5 million square feet in 61 countries throughout the world, which aregenerally used by all of NCR's operating segments. On a square footage basis, 20% of these facilities are owned and 80% are leased. Within the total facilityportfolio, NCR operates 14 research and development and manufacturing facilities totaling 1.4 million square feet, 62% of which is leased. The remaining 4.1million square feet of space includes office, repair, and warehousing space and other miscellaneous sites, and is 85% leased. NCR also owns 7 land parcelstotaling 2.6 million square feet in 2 countries.NCR is headquartered in Atlanta, Georgia, USA. Our address at our corporate headquarters is 864 Spring Street Northwest, Atlanta Georgia, 30308, USA.Item 3. LEGAL PROCEEDINGSInformation regarding legal proceedings is included in Item 8 of Part II of this Report as part of Note 9, "Commitments and Contingencies" of the Notes toConsolidated Financial Statements and is incorporated herein by reference.Item 4. MINE SAFETY DISCLOSURESNot applicable.21Table of ContentsPART IIItem 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASESOF EQUITY SECURITIESMarket InformationNCR common stock is listed on the New York Stock Exchange (NYSE) and trades under the symbol “NCR”. There were approximately 91,451 holders ofNCR common stock as of February 14, 2018. The following table presents the high and low per share prices for NCR common stock for each quarter of 2017and 2016 as reported on the NYSE. 2017 2016 High Low High Low1st quarter $49.90 $40.85 1st quarter $30.14 $18.022nd quarter $45.64 $38.07 2nd quarter $31.84 $25.203rd quarter $43.24 $34.17 3rd quarter $34.99 $26.214th quarter $38.13 $29.20 4th quarter $42.07 $29.83DividendsHistorically NCR has not paid cash dividends and does not anticipate the payment of cash dividends on NCR common stock in the immediate future. Thedeclaration of dividends is restricted under our senior secured credit facility and the terms of the indentures for our senior unsecured notes, and would befurther subject to the discretion of NCR’s Board of Directors.Stock Performance GraphThe following graph compares the relative investment performance of NCR stock, the Standard & Poor’s MidCap 400 Stock Index, Standard & Poor’s 500Information Technology Sector and the Standard & Poor’s 500 Stock Index. This graph covers the five-year period from December 31, 2012 throughDecember 31, 2017. 22Table of ContentsCompany / Index 2013 2014 2015 2016 2017NCR Corporation $134 $114 $96 $159 $133S&P 500 Stock Index $132 $151 $153 $171 $208S&P 500 Information Technology Sector $128 $154 $163 $186 $258S&P MidCap 400 Stock Index $134 $147 $143 $173 $201(1) In each case, assumes a $100 investment on December 31, 2012, and reinvestment of all dividends, if any.Purchase of Company Common StockOn October 19, 2016, the Board approved a share repurchase program, with no expiration from the date of authorization, for the systematic repurchase of theCompany’s common stock to offset the dilutive effects of the Company’s employee stock purchase plan, equity awards and in-kind dividends on theCompany’s Series A Convertible Preferred Stock. Availability under this program accrues quarterly based on the average value of dilutive issuances duringthe quarter.On March 12, 2017, the Board approved a second share repurchase program that provides for the repurchase of up to $300 million of the Company’s commonstock.No shares were repurchased under these programs during the three months ended December 31, 2017.As of December 31, 2017, $300 million was available for repurchases under the March 2017 program, and approximately $189 million was available forrepurchases under the October 2016 dilution offset program. The timing and amount of repurchases under these programs depend upon market conditionsand may be made from time to time in open market purchases, privately negotiated transactions, accelerated stock repurchase programs, issuer self-tenderoffers or otherwise. The repurchases will be made in compliance with applicable securities laws and may be discontinued at any time.The Company occasionally purchases vested restricted stock or exercised stock options at the current market price to cover withholding taxes. For the threemonths ended December 31, 2017, 209,353 shares of vested restricted stock were purchased at an average price of $33.86 per share.The Company’s ability to repurchase its common stock is restricted under the Company’s senior secured credit facility and terms of the indentures for theCompany’s senior unsecured notes, which prohibit certain share repurchases, including during the occurrence of an event of default, and establish limits onthe amount that the Company is permitted to allocate to share repurchases and other restricted payments. The limitations are calculated using formulas basedgenerally on 50% of the Company’s consolidated net income for the period beginning in the third quarter of 2012 through the end of the most recently endedfiscal quarter, subject to certain other adjustments and deductions, with certain prescribed minimums. These formulas are described in greater detail in theCompany’s senior secured credit facility and the indentures for the Company’s senior unsecured notes, each of which is filed with the SEC.23Table of ContentsItem 6. SELECTED FINANCIAL DATAIn millions, except per share and employee and contractor amounts For the years ended December 31 2017 2016 2015 2014 2013Continuing Operations (a,d) Revenue $6,516 $6,543 $6,373 $6,591 $6,123Income from operations $676 $599 $135 $353 $666Interest expense $(163) $(170) $(173) $(181) $(103)Income tax expense (benefit) (b) $242 $92 $55 $(48) $98Income (loss) from continuing operations attributable to NCR commonstockholders $237 $283 $(154) $181 $452(Loss) income from discontinued operations, net of tax $(5) $(13) $(24) $10 $(9)Basic earnings (loss) per common share attributable to NCR commonstockholders: From continuing operations (a,d) $1.05 $1.86 $(0.94) $1.08 $2.73From discontinued operations $(0.04) $(0.10) $(0.15) $0.06 $(0.05)Total basic earnings (loss) per common share $1.01 $1.76 $(1.09) $1.14 $2.68Diluted earnings (loss) per common share attributable to NCR commonstockholders: (c) From continuing operations (a,d) $1.01 $1.80 $(0.94) $1.06 $2.67From discontinued operations $(0.04) $(0.10) $(0.15) $0.06 $(0.05)Total diluted earnings (loss) per common share $0.97 $1.71 $(1.09) $1.12 $2.62Cash dividends per share $— $— $— $— $—As of December 31 Total assets $7,654 $7,673 $7,635 $8,566 $8,061Total debt $2,991 $3,051 $3,252 $3,618 $3,307Series A convertible preferred stock $810 $847 $798 $— $—Total NCR stockholders' equity $719 $695 $720 $1,871 $1,769Number of employees and contractors 34,000 33,500 32,600 30,200 29,300(a) Continuing operations excludes the costs and insurance recoveries relating to certain environmental obligations associated with discontinuedoperations, including those relating to the Fox River, and Kalamazoo River matters.(b) Income tax expense in 2017 includes a provisional charge of $130 million for the impact of U.S. Tax Reform. See Note 6, "Income Taxes" in the Notes toConsolidated Financial Statements in Item 8 of Part II of this Report for further discussion.(c) See Note 1, “Basis of Presentation and Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Item 8 of Part II of thisReport for further discussion of the diluted earnings (loss) per common share attributable to NCR common stockholders from continuing operations,discontinued operations and total.(d) The following income (expense) amounts, net of tax are included in income from continuing operations attributable to NCR for the years endedDecember 31:24Table of ContentsIn millions 2017 2016 2015 2014 2013Pension mark-to-market adjustments $(25) $(78) $(445) $(63) $65Restructuring/Transformation costs (20) (21) (50) (116) —Acquisition related amortization of intangibles (79) (83) (85) (80) (48)Acquisition related costs (3) (5) (8) (20) (36)Divestiture and liquidation losses — (5) (29) — —Reserve related to subcontract in MEA — — (13) — —OFAC and FCPA investigations — — — (2) (2)Japan valuation reserve release — — — — 15Tax reform (130) — — — —Total $(257) $(192) $(630) $(281) $(6)25Table of ContentsIndex to Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) PageBusiness Overview272017 Overview27Overview of Strategic Initiatives and Trends27Results of Operations29Financial Condition, Liquidity and Capital Resources35Critical Accounting Policies and Estimates39Recently Issued Accounting Pronouncements4426Table of ContentsItem 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)BUSINESS OVERVIEWNCR is a leading global provider of omni-channel technology solutions that enrich the interactions of businesses with their customers. Our solutions aredesigned to allow businesses in the financial services, retail, hospitality, travel and telecommunications and technology industries to deliver a rich,integrated and personalized experience to consumers across physical and digital commerce channels. Our offerings include a portfolio of omni-channelplatform software and other software applications, industry-focused smart-edge devices including automated teller machines (ATMs), point of sale (POS)terminals and devices and self-service kiosks, and a complete suite of consulting, implementation, maintenance and managed services. We also resell third-party networking products and provide related service offerings in the telecommunications and technology sectors. Our solutions create value for ourcustomers by increasing productivity and allowing them to address consumer demand for convenience, value and individual service across differentcommerce channels.We have three operating segments: Software, Services, and Hardware. Each of our operating segments derives its revenue in each of the sales theaters in whichNCR operates.Our solutions are based on a foundation of long-established industry knowledge and expertise, omni-channel platform and other software, industry-focusedhardware and smart-edge devices, and global implementation, consulting, maintenance, support and managed services.NCR’s reputation is founded upon over 133 years of providing quality products, services and solutions to our customers. At the heart of our customer andother business relationships is a commitment to acting responsibly, ethically and with the highest level of integrity. This commitment is reflected in NCR’sCode of Conduct, which is available on the Corporate Governance page of our website. 2017 OVERVIEWAs more fully discussed in later sections of this MD&A, the following were significant themes and events for 2017:•Revenue was flat year-over-year, and increased 1% after adjusting for the divestiture of our Interactive Printer Solutions (IPS) business;•Software revenue increased 3% from the prior year, driven by cloud revenue growth of 6% and professional services revenue growth of 5%. Netannual contract value, which is a measure of our net bookings for cloud revenue and is an indicator of potential cloud revenue growth in futureperiods, grew 46% in 2017;•Services revenue increased 3% and operating margin rate expanded 340 basis points from the prior year;•Hardware revenue decreased 6% and operating margin rate declined 270 basis points from the prior year;•We generated cash flows from operations and free cash flow of $755 million and $453 million, respectively, in 2017; and•We repurchased approximately 7.4 million shares of our common stock for $350 million in the first quarter of 2017 and subsequently announced anew $300 million share repurchase program and a replacement for our dilution offset share repurchase program.OVERVIEW OF STRATEGIC INITIATIVES AND TRENDSThe rise of digital commerce, mobile engagement and globalization have dramatically altered the relationship between business and consumer. Increasingly,mega-trends such as big data, the Internet of things and the cloud are driving the next generation of changes in consumer behavior. Consumers now expectbusinesses to provide a rich, integrated and personalized experience across all commerce channels, including in-store, online and mobile. NCR is at theforefront of this shift to an omni-channel experience, assisting businesses of every size in their omni-channel, digital enablement and channel transformationjourneys. Our mission is to innovate and enable the next generation of consumer experiences and productivity gains to enrich the interactions of businesseswith their customers. To fulfill this mission, we have developed a long-term strategy built on being a global technology solutions company that uses cloud-based and other software, coupled with end-to-end smart-edge hardware and services solutions, to help our customers deliver on the promise of an omni-channel experience. We believe that our mission and long-term strategy position NCR to continue to drive sustainable revenue, profit and cash flow, and toimprove value for all of our stakeholders.To deliver on our mission and strategy, we are focused on the following main initiatives in 2018:27Table of Contents•Strategic and Recurring Revenue - Continuing our focus on cloud, software platform, smart-edge devices and professional and managed services todrive profitable revenue and operating income.•Sales Effectiveness - Providing our sales force with the training, tools, support and coverage model necessary to optimize efficiency and achieve oursales plan.•Services Transformation - Driving performance and sustainable margin improvement by focusing on productivity and efficiency improvements,expanding our remote diagnostics and repair capabilities, creating greater discipline in our product lifecycle management, and employing a highermix of managed services.•Evolving our Business Model - Continuing the shift in our business model to provide innovative end-to-end solutions for our customers, with best inclass support while keeping an efficient cost structure to create competitive advantage.•New Products - Launching new industry products, powered by our platform software with best in class product lifecycle management and go-to-market support, and migrating and releasing existing licensed software products as cloud-based products.•Operating Model Innovation - Eliminating waste, utilizing effective product lifecycle management, increasing productivity, using technology as anenabler, and executing on business process improvements to reduce costs and use savings to invest in strategic initiatives, product innovation andpeople.•Customer Experience - Improving the customer experience by improving solution quality, availability and security.•Team and Talent - Developing and retaining top talent by deploying competitive recruiting and training programs, evolving our brand, andcontinuously engaging with employees.Consistent with the foregoing, we are evaluating certain initiatives focused on realigning resources and optimizing our portfolio of software solutions,accelerating structural changes in our services business and streamlining our hardware operations, particularly in supply chain and manufacturing. Inaddition, we plan, in pursuing our strategy, to continue to manage our costs effectively, to selectively pursue acquisitions and divestitures that promote ourstrategy, and to selectively penetrate market adjacencies in single and emerging growth industry segments.Potentially significant risks to the execution of our initiatives and achievement of our strategy include the strength of demand for automated teller machinesand other financial services hardware and its effect on our businesses; domestic and global economic and credit conditions including, in particular, thoseresulting from the imposition or threat of protectionist trade policies or import or export tariffs, global and regional market conditions and spending trends inthe financial services and retail industries, new comprehensive U.S. tax legislation, modified or new global or regional trade agreements, the determination bythe United Kingdom to exit the European Union, uncertainty over further potential changes in Eurozone participation and fluctuations in oil and commodityprices; our ability to transform our business model and to sell higher-margin software and services, including our ability to successfully streamline ourhardware operations; the success of our restructuring plans and cost reduction initiatives; our ability to improve execution in our sales and servicesorganizations; market acceptance of new solutions and competition in the information technology industry; cybersecurity risks and compliance with dataprivacy and protection requirements; disruptions in or problems with our data center hosting facilities; defects or errors in our products; the historicalseasonality of our sales; tax rates and new US tax legislation; and foreign currency fluctuations. For further information on potential risks and uncertaintiessee Item 1A "Risk Factors."28Table of ContentsRESULTS OF OPERATIONSThe following table shows our results for the years ended December 31:In millions 2017 2016 2015Revenue $6,516 $6,543 $6,373Gross margin 1,864 1,782 1,469Gross margin as a percentage of revenue 28.6% 27.2% 23.1%Operating expenses Selling, general and administrative expenses $932 $926 $1,042 Research and development expenses 256 242 230 Restructuring-related charges — 15 62Income from operations $676 $599 $135The following tables show our revenue by geographic theater for the years ended December 31:In millions2017% of Total 2016% of Total % Increase(Decrease)% Increase(Decrease)AdjustedConstantCurrency (1)Americas$3,80959% $3,74357% 2%4%Europe, Middle East Africa (EMEA)1,78627% 1,89629% (6)%(4)%Asia Pacific (APJ)92114% 90414% 2%3%Consolidated revenue$6,516100% $6,543100% —%1%In millions2016% of Total 2015% of Total % Increase(Decrease)% Increase(Decrease)AdjustedConstantCurrency (1)Americas$3,74357% $3,49955% 7%11%Europe, Middle East Africa (EMEA)1,89629% 1,96431% (3)%2%Asia Pacific (APJ)90414% 91014% (1)%1%Consolidated revenue$6,543100% $6,373100% 3%7%The following table shows our revenue by segment for the years ended December 31:In millions2017% of Total 2016% of Total % Increase(Decrease)% Increase(Decrease)AdjustedConstantCurrency (1)Software$1,90029% $1,84128% 3%3%Services2,37337% 2,30635% 3%3%Hardware2,24334% 2,39637% (6)%(2)%Consolidated revenue$6,516100% $6,543100% —%1%In millions2016% of Total 2015% of Total % Increase(Decrease)% Increase(Decrease)AdjustedConstantCurrency (1)Software$1,84128% $1,74727% 5%6%Services2,30635% 2,21835% 4%6%Hardware2,39637% 2,40838% —%9%Consolidated revenue$6,543100% $6,373100% 3%7%29Table of Contents(1) The tables above include presentations of period-over-period revenue growth or decline on an adjusted constant currency or constant currency basis.Revenue growth on a constant currency basis is a non-GAAP measure that excludes the effects of foreign currency fluctuations. We calculate this informationby translating prior period revenue growth at current period monthly average exchange rates. Revenue growth on an adjusted constant currency basisexcludes the effects of foreign currency fluctuations and the impact of the IPS divestiture, and is calculated by translating prior period revenue growth atcurrent period monthly average exchange rates and, for the 2016 comparison, by excluding the prior period results of the divested IPS business for thecomparable period after the completion of the sale in May 2016. We believe that examining period-over-period revenue growth or decline excluding foreigncurrency fluctuations and adjusting for the impact of the IPS divestiture is useful for assessing the underlying performance of our business and providesadditional insight into historical and/or future performance, and our management uses revenue growth adjusted for constant currency and the impact of theIPS divestiture to evaluate period-over-period operating performance on a more consistent and comparable basis. These non-GAAP measures should not beconsidered substitutes for, or superior to, period-over-period revenue growth under GAAP.The following table provides a reconciliation of region revenue % growth (GAAP) to revenue % growth adjusted constant currency (non-GAAP) for the yearsended December 31: 2017 2016 Revenue %Growth(GAAP)Favorable(unfavorable)FX impactDivestitureimpactRevenue %GrowthAdjustedConstantCurrency (non-GAAP) Revenue %Growth(GAAP)Favorable(unfavorable)FX impactDivestitureImpactRevenue %GrowthAdjustedConstantCurrency(non-GAAP)Americas2%—%(2)%4% 7%—%(4)%11%EMEA(6)%(1)%(1)%(4)% (3)%(2)%(3)%2%APJ2%1%(2)%3% (1)%—%(2)%1%Consolidated revenue—%—%(1)%1% 3%(1)%(3)%7%The following table provides a reconciliation of segment revenue % growth (GAAP) to revenue % growth adjusted constant currency (non-GAAP) for theyears ended December 31: 2017 2016 Revenue %Growth(GAAP)Favorable(unfavorable)FX impactDivestitureimpactRevenue %GrowthAdjustedConstantCurrency (non-GAAP) Revenue %Growth(GAAP)Favorable(unfavorable) FXimpactDivestitureImpactRevenue %GrowthAdjustedConstantCurrency(non-GAAP)Software3%—%—%3% 5%(1)%—%6%Services3%—%—%3% 4%(2)%—%6%Hardware(6)%1%(5)%(2)% —%—%(9)%9%Consolidated Revenue—%—%(1)%1% 3%(1)%(3)%7%2017 compared to 2016 results discussionRevenueRevenue was flat in 2017 from 2016 due to growth in Software and Services revenue offset by lower Hardware revenue. Foreign currency fluctuations did nothave a significant impact on the revenue comparison and the IPS divestiture unfavorably impacted the revenue comparison by 1%.Software revenue increased 3% driven by growth in cloud, software maintenance, and professional services. Services revenue increased 3% from 2016 drivenby growth in both implementation services and hardware maintenance services. Hardware revenue was down 6% due to declines in Automated TellerMachine (ATM) revenue and consumables revenue as a result of the IPS divestiture, offset by increases in self-checkout (SCO) and point-of-sale (POS)revenue.Gross Margin30Table of ContentsGross margin as a percentage of revenue was 28.6% in 2017 compared to 27.2% in 2016. Gross margin for the year ended December 31, 2017 included $1million benefit from pension mark-to-market adjustments, $11 million related to restructuring and transformation costs, and $50 million related toamortization of acquisition related intangible assets. Gross margin for the year ended December 31, 2016 included $38 million expense from pension mark-to-market adjustments, $4 million related to restructuring and transformation costs, and $58 million related to amortization of acquisition related intangibleassets. Excluding these items, gross margin increased approximately 70 basis points driven by continued focus on productivity improvements in our Servicessegment.2016 compared to 2015 results discussionRevenueRevenue increased 3% in 2016 from 2015 due to growth in Software and Services. Foreign currency fluctuations and the IPS divestiture unfavorablyimpacted the revenue comparison by 1% and 3%, respectively.Software revenue increased 5% driven by growth in all of our software revenue streams, which include software license, software maintenance, cloud, andprofessional services. Services revenue increased 4% from 2015 driven by growth in both implementation services and hardware maintenance services as aresult of our focus on improving the customer experience. Hardware revenue was flat due to growth in ATM revenue and self-checkout revenue offset bydeclines in point-of-sale revenue and consumables revenue as a result of the IPS divestiture.Gross MarginGross margin as a percentage of revenue was 27.2% in 2016 compared to 23.1% in 2015. Gross margin for the year ended December 31, 2016 included $38million in pension mark-to-market adjustments, $4 million related to restructuring and transformation costs, and $58 million related to amortization ofacquisition related intangible assets. Gross margin for the year ended December 31, 2015 included $313 million in pension mark-to-market adjustmentswhich primarily included the settlement of the UK London pension plan, $12 million related to restructuring and $63 million related to amortization ofacquisition related intangible assets. Excluding these items, gross margin was slightly down, due to investment associated with new hardware productintroductions offset by growth in our Software segment.Effects of Pension, Postemployment, and Postretirement Benefit PlansNCR's income from continuing operations for the years ended December 31 was impacted by certain employee benefit plans as reflected in the table below:In millions2017 2016 2015Pension expense$36 $103 $464Postemployment expense24 10 17Postretirement (benefit)(3) (11) (15)Total expense$57 $102 $466In 2017, pension expense was $36 million compared to $103 million in 2016 and $464 million in 2015. In 2017, pension expense included actuarial lossesof $28 million compared to $85 million in 2016. Discount rates in 2017 remained consistent with 2016 and actuarial losses in 2017 were primarily due to amortality update in the United States. Actuarial losses in 2016 were due to a decrease in the discount rate from the prior year, offset by a higher than expectedreturn on global pension assets. In 2017, approximately 82% of the pension expense was included in operating expenses, with the remaining 18% includedin cost of products and services. In 2015, pension expense included a settlement loss of $427 million related to the completion of the transfer of NCR's UKLondon pension plan to an insurer, in addition to actuarial losses of $29 million. The actuarial losses were primarily attributable to lower than expectedreturn on U.S. pension assets, partially offset by an increase in the discount rate.Postemployment expense (severance and disability medical) was $24 million in 2017 compared to $10 million in 2016 and $17 million in 2015. In July2014, the Company announced a restructuring plan to strategically reallocate resources and position the Company to focus on higher growth, higher marginopportunities and recorded a related charge of zero, $4 million, and $1 million in the years ended December 31, 2017, 2016, and 2015 respectively.Selling, General and Administrative Expenses31Table of ContentsSelling, general and administrative expenses increased $6 million to $932 million in 2017 from $926 million in 2016. As a percentage of revenue, theseexpenses were 14.3% in 2017 and 14.2% in 2016. In 2017, selling, general and administrative expenses included $12 million of pension mark-to-marketadjustments, $65 million of acquisition-related amortization of intangibles, $5 million of acquisition-related costs, and $14 million of transformation costs.In 2016, selling, general and administrative expenses included $24 million of pension mark-to-market adjustments, $7 million of acquisition-related costs,$65 million of acquisition-related amortization of intangibles and $7 million of restructuring and transformation costs. Excluding these items, selling,general and administrative expenses increased as a percentage of revenue from 12.6% in 2016 to 12.8% in 2017 due to increased sales investment as weexpand our strategic offers and go to market strategy.Selling, general, and administrative expenses decreased $116 million to $926 million in 2016 from $1,042 million in 2015. As a percentage of revenue, theseexpenses were 14.2% in 2016 and 16.4% in 2015. In 2016, selling, general, and administrative expenses included $24 million of pension mark-to-marketadjustments, $7 million of acquisition-related costs, $65 million of acquisition-related amortization of intangibles and $7 million of restructuring andtransformation costs. In 2015, selling, general, and administrative expenses included $123 million of pension mark-to-market adjustments, $11 million ofacquisition-related costs, $62 million of amortization of acquisition-related intangible assets, a $20 million reserve on a subcontracting arrangement inemerging industries in Middle East Africa and $1 million of OFAC and FCPA related legal costs. Excluding these items, selling, general and administrativeexpenses decreased as a percentage of revenue from 12.9% in 2015 to 12.6% in 2016 due to the continued cost reduction actions focused on limitingdiscretionary spending and the benefit of cost savings from the restructuring program initiated in 2014.Research and Development ExpensesResearch and development expenses increased $14 million to $256 million in 2017 from $242 million in 2016. As a percentage of revenue, these costs were3.9% in 2017 and 3.7% in 2016. In 2017, research and development expenses included $17 million of pension mark-to-market adjustments and $4 million oftransformation costs. In 2016, research and development expenses included $23 million of pension mark-to-market adjustments and zero of transformationcosts. After considering this item, research and development expenses increased from 3.3% in 2016 to 3.6% in 2017 driven by planned incrementalinvestments to further advance our software and hardware solutions.Research and development expenses increased $12 million to $242 million in 2016 from $230 million in 2015. As a percentage of revenue, these costs were3.7% in 2016 and 3.6% in 2015. Research and development expenses included pension mark-to-market adjustments of $23 million in 2016 and $18 millionin 2015. After considering this item, research and development expenses remained consistent as a percentage of revenue at 3.3%.Restructuring-Related ChargesIn 2016, the Company recorded restructuring-related charges of $15 million related to the restructuring program announced in 2014. The charges consist ofseverance and other employee related costs of $4 million, other exit costs of $9 million and asset-related charges of $2 million.In 2015, the Company recorded restructuring-related charges of $62 million related to the restructuring program announced in July 2014. The charges consistof severance and other employee related costs of $20 million, other exit costs of $13 million and asset-related charges of $29 million.Interest ExpenseInterest expense was $163 million in 2017 compared to $170 million in 2016 and $173 million in 2015. Interest expense in all years was primarily related tothe Company's senior unsecured notes and borrowings under the Company's senior secured credit facility.Other ExpenseOther (expense), net was $31 million in 2017 compared to $50 million in 2016 and $57 million in 2015. Interest income was $3 million in 2017, $4 millionin 2016 and $5 million in 2015. In 2017, other (expense), net included $26 million related to losses from foreign currency fluctuations and foreign exchangecontracts and $8 million in bank-related fees. In 2016, other (expense), net included $40 million related to losses from foreign currency fluctuations andforeign exchange contracts, $8 million in bank-related fees, $6 million related to the loss on sale of the IPS business and entity liquidations. In 2015, other(expense), net included $21 million related to losses from foreign currency fluctuations and foreign exchange contracts, $9 million in bank-related fees, and$34 million related to the loss on the then pending sale of the IPS business.32Table of ContentsIncome TaxesOur effective tax rate was 50% in 2017, 24% in 2016, and (58)% in 2015. During 2017, our tax rate includes a provisional charge of approximately $130million as a result of the impact of U.S. Tax Reform enacted in December 2017. The provisional charge primarily relates to the application of the newlyenacted 21% corporate income tax rate to our net U.S deferred income tax assets in addition to the repatriation tax. The $130 million provisional chargerepresents NCR’s current best estimate, which may be refined and adjusted over the course of 2018. During 2016, our tax rate was impacted by a lessfavorable mix of earnings, primarily driven by actuarial pension losses in foreign jurisdictions with a valuation allowance against deferred tax assets. During2015, there was no tax benefit recorded on the $427 million charge related to the settlement of the UK London pension plan due to a valuation allowanceagainst deferred tax assets in the United Kingdom. Refer to Note 8, “Employee Benefit Plans” of the Notes to Consolidated Financial Statements included inItem 8 of Part II of this Report for additional discussion on the settlement of the UK London pension plan. Additionally, we favorably settled examinationswith Canada for tax years 2002 through 2006 that resulted in a tax benefit of $10 million in 2015.During 2014, the Internal Revenue Service (IRS) finalized an examination of our 2009 and 2010 income tax returns and commenced an examination of our2011, 2012 and 2013 income tax returns, which is ongoing. While we are subject to numerous federal, state and foreign tax audits, we believe thatappropriate reserves exist for issues that might arise from these audits. Should these audits be settled, the resulting tax effect could impact the tax provisionand cash flows in future periods. During 2018, the Company expects to resolve certain tax matters related to U.S. and foreign jurisdictions. These resolutionscould have a material impact on the effective tax rate in 2018.We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of adeferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based onthe evaluation of positive and negative evidence. This evidence includes historical taxable income/loss, projected future taxable income, the expectedtiming of the reversal of existing temporary differences and the implementation of tax planning strategies. Given current earnings and anticipated futureearnings at certain subsidiaries, the Company believes that there is a reasonable possibility sufficient positive evidence may become available that wouldallow the release of a valuation allowance within the next twelve months.Loss from Discontinued OperationsIn 2017, loss from discontinued operations was $5 million, net of tax, primarily related to updates in estimates and assumptions for the Fox River reservepartially offset by insurance recoveries received during the year.In 2016, loss from discontinued operations was $13 million, net of tax, primarily related to updates in estimates and accruals for litigation expenses related tothe Fox River reserve.In 2015, loss from discontinued operations was $24 million, net of tax, primarily related to updates in estimates and accruals for litigation expenses related tothe Fox River reserve in addition to accruals for litigation expenses related to the Kalamazoo River environmental matter.Revenue and Operating Income by SegmentAs described in Note 12, “Segment Information and Concentrations” of the Notes to Consolidated Financial Statements, the Company manages and reportsits businesses in the following segments:•Software - Our software offerings include industry-based software platforms, applications and application suites for the financial services, retail,hospitality and small business industries. We also offer a portfolio of other industry-oriented software applications including cash managementsoftware, video banking software, fraud and loss prevention applications, check and document imaging, remote-deposit capture and customer-facingmobile and digital banking applications for the financial services industry; and secure electronic and mobile payment solutions, sector-specificpoint of sale software applications, and back-office inventory and store and restaurant management applications for the retail and hospitalityindustries. Additionally, we provide ongoing software support and maintenance services, as well as consulting and implementation services for oursoftware solutions.•Services - Our global end-to-end services solutions include assessment and preparation, staging, installation, implementation, and maintenance andsupport for our solutions. We also provide systems management and complete managed services for our product offerings. In addition, we provideinstallation, maintenance and servicing for third party networking products and computer hardware from select manufacturers.33Table of Contents•Hardware - Our hardware solutions include our suite of financial-oriented self-service ATM-related hardware, and our retail- and hospitality-oriented point of sale terminal, self-checkout kiosk and related hardware. We also offer other self-service kiosks, such as self-check in/out kiosks forairlines, and wayfinding solutions for buildings and campuses.Each of these segments derives its revenue by selling in the sales theaters in which NCR operates. Segments are measured for profitability by the Company’schief operating decision maker based on revenue and segment operating income. For purposes of discussing our operating results by segment, we exclude theimpact of certain non-operational items from segment operating income, consistent with the manner by which management reviews each segment, evaluatesperformance, and reports our segment results under GAAP. This format is useful to investors because it allows analysis and comparability of operating trends.It also includes the same information that is used by NCR management to make decisions regarding the segments and to assess our financial performance. Oursegment results are reconciled to total Company results reported under GAAP in Note 12, “Segment Information and Concentrations” of the Notes toConsolidated Financial Statements included in Item 8 of Part II of this Report.In the segment discussions below, we have disclosed the impact of foreign currency fluctuations and the IPS divestiture as it relates to our segment revenuedue to their significance.Software SegmentThe following table presents the Software revenue and segment operating income for the years ended December 31: In millions2017 2016 2015Revenue$1,900 $1,841 $1,747Operating income$567 $577 $539Operating income as a percentage of revenue29.8% 31.3% 30.9%Software revenue increased 3% in 2017 compared to 2016 driven by growth in cloud revenue of 6%, software maintenance revenue of 1%, professionalservices revenue of 5%, offset by a decline in software license revenue of 1%. Cloud revenue increased due to prior period bookings. Software maintenancerevenue grew due to software license growth in prior periods. Professional services revenue grew due to demand for the Company's channel transformationand digital enablement solutions. Software license revenue declined due to lower software license revenue attached to hardware. Foreign currencyfluctuations had no impact on the revenue comparison.Software revenue increased 5% in 2016 compared to 2015 driven by growth in software license revenue of 13%, software maintenance revenue of 7%, cloudrevenue of 4% and professional services revenue of 2%. Growth in software license revenue was driven primarily by store transformation and attachedsoftware revenue driven by the increase in hardware sales. Software maintenance revenue grew due to the growth in software licenses in prior periods andcloud revenue growth was due to growth in the financial services and hospitality industries. Foreign currency fluctuations negatively impacted the year-over-year revenue comparison of 1%.Operating income decreased in 2017 compared to 2016 driven by the decrease in software license revenue but partially offset by improved efficiency incloud and software maintenance. Operating income increased in 2016 compared to 2015 driven by higher revenue.Services SegmentThe following table presents the Services revenue and segment operating income for the years ended December 31: In millions2017 2016 2015Revenue$2,373 $2,306 $2,218Operating income$288 $201 $194Operating income as a percentage of revenue12.1% 8.7% 8.7%Services revenue increased 3% in 2017 compared to 2016 primarily driven by growth in implementation services as well as hardware maintenance as a resultof our focus on improving the customer experience. Foreign currency fluctuations had no impact on the year-over-year revenue comparison.Services revenue increased 4% in 2016 compared to 2015 primarily driven by growth in implementation, hardware maintenance and managed services as aresult of our focus on improving the customer experience. Foreign currency fluctuations negatively impacted the year-over-year revenue comparison by 2%.34Table of ContentsOperating income increased in 2017 compared to 2016 primarily driven by continued focus on productivity and efficiency improvements. Operating incomeincreased in 2016 compared to 2015 primarily driven by higher revenue.Hardware SegmentThe following table presents the Hardware revenue and segment operating income for the years ended December 31: In millions2017 2016 2015Revenue$2,243 $2,396 $2,408Operating (loss) income$(2) $62 $87Operating (loss) income as a percentage of revenue(0.1)% 2.6% 3.6%On May 27, 2016, NCR completed the sale of substantially all of the IPS business to Atlas Holdings LLC, which excluded the IPS operations in the MiddleEast and Africa (MEA). Accordingly, the Hardware segment revenue and operating income results exclude the results of the IPS operations, except for the IPSMEA operations, from May 27, 2016 through the end of 2017.Hardware revenue decreased 6% in 2017 compared to 2016 driven by the impact of the IPS divestiture in the prior year and declines in ATM revenue of 17%partially offset by growth in self-checkout revenue of 16% and point-of-sale revenue of 20%. Self-checkout revenue increased due to store transformation.Point-of-sale revenue increased due to growth from a new solution in the petroleum and convenience sector. ATM revenue decreased mainly due to due todelays in customer spending in North America as well as declines in the Middle East and Africa. Foreign currency fluctuations positively impacted the year-over-year comparison by 1% and the IPS divestiture negatively impacted the year-over-year revenue comparison by 5%.Hardware revenue was relatively flat in 2016 compared to 2015 with growth in ATM revenue of 3% and self-checkout revenue of 88% offset by declines inpoint-of-sale revenue of 3% and IPS revenue as a result of the divestiture. ATM revenue increased mainly due to new product introductions and branchtransformation, and self-checkout revenue increased due to store transformation. Point-of-sale revenue was down mainly in the retail industry. Foreigncurrency fluctuations and the IPS divestiture negatively impacted the year-over-year revenue comparison by 0% and 9%, respectively.Operating income decreased in 2017 compared to 2016 driven by lower volume and the impact on new product introductions. Operating income decreased in2016 compared to 2015 due to a decline in gross margins attributable to expenses associated with new product launches. The gross margin rate in 2016 wasnegatively impacted by higher initial expenses from the roll-out of a new ATM product family and macroeconomic challenges.FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCESIn the year ended December 31, 2017, cash provided by operating activities was $755 million and in the year ended December 31, 2016 cash provided byoperating activities was $894 million. The decrease was due to lower working capital, partially offset by higher operating income.NCR’s management uses a non-GAAP measure called “free cash flow” to assess the financial performance of the Company. We define free cash flow as netcash provided by (used in) operating activities and cash provided by (used in) discontinued operations, less capital expenditures for property, plant andequipment, less additions to capitalized software plus discretionary pension contributions and settlements. Free cash flow does not have a uniform definitionunder GAAP, and therefore NCR’s definition of this measure may differ from that of other companies. We believe free cash flow information is useful forinvestors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue andimprove business operations. In particular, free cash flow indicates the amount of cash available after capital expenditures for, among other things,investments in the Company’s existing businesses, strategic acquisitions and investments, repurchase of NCR stock and repayment of debt obligations. Freecash flow does not represent the residual cash flow available for discretionary expenditures, since there may be other non-discretionary expenditures that arenot deducted from the measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities underGAAP. The table below reconciles net cash provided by (used in) operating activities, the most directly comparable GAAP measure, to NCR’s non-GAAPmeasure of free cash flow for the years ended December 31: 35Table of ContentsIn millions2017 2016 2015Net cash provided by operating activities$755 $894 $681Capital expenditures for property, plant and equipment(128) (73) (79)Additions to capitalized software(166) (154) (150)Net cash used in discontinued operations(8) (39) (43)Pension discretionary contributions and settlements— — —Free cash flow (non-GAAP)$453 $628 $409In 2017, net cash provided by operating activities decreased $139 million, and net cash used in discontinued operations decreased $31 million, whichcontributed to a net decrease in free cash flow of $175 million in comparison to 2016. Additionally, capital expenditures for property, plant and equipmentincreased $55 million primarily due to expenditures related to the new global headquarters in Atlanta Georgia. Expenditures related to the new globalheadquarters were approximately $60 million offset by approximately $44 million of reimbursements by the lessor which was included in net cash providedby operating activities. Additions to capitalized software increased $12 million due to continued investment in software solution enhancements. The net cashused in discontinued operations in 2017 was lower than 2016 primarily due to decreased litigation payments associated with the Fox River and Kalamazooenvironmental matters as well as insurance settlements received in 2017.In 2016, net cash provided by operating activities increased $213 million, and net cash used in discontinued operations decreased $4 million, whichcontributed to a net increase in free cash flow of $219 million in comparison to 2015. Additionally, capital expenditures decreased $6 million andcapitalized software additions increased $4 million due to continued investment in software solution enhancements. The net cash used in discontinuedoperations in 2016 was lower than 2015 primarily due to lower remediation payments associated with the Fox River environmental matter.Financing activities and certain other investing activities are not included in our calculation of free cash flow. Our other investing activities primarilyinclude business acquisitions, divestitures and investments as well as proceeds from the sales of property, plant and equipment. During the year endedDecember 31, 2016, we completed the sale of our IPS business, excluding its MEA operations, to Atlas Holdings LLC for cash consideration of $47 million.Our financing activities primarily include proceeds from the issuance of preferred stock, employee stock plans, borrowings on term credit facilities and theissuance of unsecured notes, as well as payments made for share repurchases, repayments of term credit facilities and tax withholding on behalf of employees.During the years ended December 31, 2017 and 2016, we repurchased a total of $350 million and $250 million, respectively, of our common stock. Duringthe year ended December 31, 2015, we issued and sold shares of our Series A Convertible Preferred Stock for $820 million, less $26 million of issuance costs,and completed a share repurchase by modified "Dutch auction" tender offer for $1 billion, plus $5 million of issuance costs. During the years ended December31, 2017, 2016 and 2015, proceeds from employee stock plans were $15 million in all periods. During the years ended December 31, 2017, 2016 and 2015,payments made for tax withholding on behalf of employees totaled $31 million, $16 million and $16 million, respectively.Long Term Borrowings As of December 31, 2017, our senior secured credit facility consisted of a term loan facility with an aggregate principal amountoutstanding of $810 million, and a revolving credit facility in an aggregate principal amount of $1.10 billion, of which none was outstanding. Additionally,the revolving credit facility has up to $400 million available to certain foreign subsidiaries. Loans under the revolving credit facility are available in U.S.Dollars, Euros and Pound Sterling. The revolving credit facility also allows a portion of the availability to be used for outstanding letters of credit, and asof December 31, 2017, there were no letters of credit outstanding. As of December 31, 2016, the outstanding principal balance of the term loan facilitywas $866 million and no amounts were outstanding under the revolving credit facility.As of December 31, 2017 and 2016, we had outstanding $700 million in aggregate principal balance of 6.375% senior unsecured notes due 2023, $600million in aggregate principal balance of 5.00% senior unsecured notes due 2022, $500 million in aggregate principal balance of 4.625% senior unsecurednotes due 2021 and $400 million in aggregate principal balance of 5.875% senior unsecured notes due 2021.Our revolving trade receivables securitization facility provides the Company with up to $200 million in funding based on the availability of eligiblereceivables and other customary factors and conditions. As of December 31, 2017 and December 31, 2016, the Company had no amounts outstanding underthe facility.See Note 5, "Debt Obligations" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on thesenior secured credit facility, the senior unsecured notes and the trade receivables securitization facility.36Table of ContentsEmployee Benefit Plans We expect to make pension, postemployment and postretirement plan contributions of approximately $92 million in 2018. SeeNote 8, “Employee Benefit Plans” of the Notes to the Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussionon our pension, postemployment and postretirement plans.Restructuring Program In 2014, we announced a restructuring plan to strategically reallocate resources so that we can focus on higher-growth, higher-margin opportunities in the software-driven omni-channel industry and as of March 31, 2017, this plan was complete. Refer to Note 14, "Restructuring Plan"of the Notes to the Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussion on our restructuring plan.In addition to the above, we remain focused on continuing our transformation to build share in the most promising growth areas while driving furtheroperating efficiencies. To accelerate our transformation journey, we are evaluating programs to prioritize driving sustainable margin improvement, higherproductivity and process efficiencies focusing on investing in software products that accelerate growth, driving growth in services through structuralimprovements and optimizing its hardware production, sourcing and supply chain strategy. As we finalize these programs, NCR expects to incur a related pre-tax charge over the next two years in the range of approximately $200 million to $250 million, with $100 million to $150 million in 2018, that will beincluded in income from operations. The cash impact of the restructuring plan is expected to be approximately $150 million to $200 million over the nexttwo years, with $100 million in 2018. We plan to achieve run-rate savings of approximately $150 million per year by 2020.Series A Convertible Preferred Stock On December 4, 2015, NCR issued 820,000 shares of Series A Convertible Preferred Stock to certain entities affiliatedwith the Blackstone Group L.P. (collectively, Blackstone) for an aggregate purchase price of $820 million, or $1,000 per share, pursuant to an InvestmentAgreement between the Company and Blackstone, dated November 11, 2015. In connection with the issuance of the Series A Convertible Preferred Stock, theCompany incurred direct and incremental expenses of $26 million. These direct and incremental expenses reduced the Series A Convertible Preferred Stock,and will be accreted through retained earnings as a deemed dividend from the date of issuance through the first possible known redemption date, March 16,2024. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, payable quarterly in arrears andpayable in-kind for the first sixteen dividend payments, after which, dividends will be payable in cash or in-kind at the option of the Company. During thetwelve months ended December 31, 2017 and 2016, the Company paid dividends-in-kind of $45 million and $47 million, respectively, associated with theSeries A Convertible Preferred Stock. As of December 31, 2017 and 2016, the Company had accrued dividends of $3 million and $3 million, respectively.There were no cash dividends declared in the years ended December 31, 2017 and 2016.The Series A Convertible Preferred Stock is convertible at the option of the holders at any time into shares of common stock at a conversion price of $30.00per share and a conversion rate of 33.333 shares of common stock per share of Series A Convertible Preferred Stock. As of December 31, 2017 and 2016, themaximum number of common shares that could be required to be issued if converted was 27.5 million and 29.0 million shares, respectively, which wouldrepresent approximately 18% and 19% of our outstanding common stock as of December 31, 2017 and 2016 including the preferred shares on an as-converted basis.Under the Investment Agreement, Blackstone agreed not to sell or otherwise transfer its shares of Series A Convertible Preferred Stock (or any shares ofcommon stock issued upon conversion thereof) without the Company’s consent until June 4, 2017. In March 2017, we provided Blackstone with an earlyrelease from this lock-up, allowing Blackstone to sell approximately 49% of its shares of Series A Convertible Preferred Stock, and in return, Blackstoneagreed to amend the Investment Agreement to extend the lock-up on the remaining 51% of its shares of Series A Convertible Preferred Stock for six monthsuntil December 1, 2017.In connection with the early release of the lock-up, Blackstone offered for sale 342,000 shares of Series A Convertible Preferred Stock in an underwrittenpublic offering. In addition, Blackstone converted 90,000 shares of Series A Convertible Preferred Stock into shares of our common stock and we repurchasedthose shares of common stock for $48.47 per share. The underwritten offering and the stock repurchase were consummated on March 17, 2017.Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by the Company's foreign subsidiaries were $442 million and$428 million at December 31, 2017 and 2016, respectively. As a result of U.S. Tax Reform, including the repatriation tax, in general we will not be subject toadditional U.S. taxes if cash and cash equivalents and short-term investments held outside the U.S. are distributed to the U.S. in the form of dividends orotherwise. However, we may be subject to foreign withholding taxes, which could be significant.Summary As of December 31, 2017, our cash and cash equivalents totaled $537 million and our total debt was $3.01 billion. Our borrowing capacity underour senior secured credit facility was $1.10 billion and under our trade receivables securitization facility was $200 million at December 31, 2017. Our abilityto generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and issubject to the business and other risk factors described in Item 1A37Table of Contentsof Part I of this Report. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we maybe required to seek additional financing alternatives.We believe that we have sufficient liquidity based on our current cash position, cash flows from operations and existing financing to meet our expectedpension, postemployment, and postretirement plan contributions, remediation payments related to the Fox River environmental matter, debt servicingobligations, payments related to transformation initiatives, and our operating requirements for the next twelve months.Contractual Obligations In the normal course of business, we enter into various contractual obligations that impact, or could impact, the liquidity of ouroperations. The following table and discussion outlines our material obligations as of December 31, 2017 on an undiscounted basis, with projected cashpayments in the years shown:In millionsTotal Amounts20182019 - 20202021 - 20222023 &ThereafterAll OtherDebt obligations$3,014$52$174$2,085$703$—Interest on debt obligations67915029019247—Estimated environmental liability payments3522121——Lease obligations72913516190343—Purchase obligations7356792927——Uncertain tax positions148————148Total obligations$5,340$1,038$666$2,395$1,093$148As of December 31, 2017, we had short and long-term debt totaling $2.99 billion, which includes debt issuance costs as a direct reduction from the carryingamount of debt.For purposes of this table, we used interest rates as of December 31, 2017 to estimate the future interest on debt obligations outstanding as of December 31,2017 and have assumed no voluntary prepayments of existing debt. See Note 5, "Debt Obligations" of the Notes to Consolidated Financial Statementsincluded in Item 8 of Part II of this Report for additional disclosure related to our debt obligations and the related interest rate terms. The estimated environmental liability payments included in the table of contractual obligations shown above are related to the Fox River environmentalmatter. The amounts shown are our expected payments, net of the payment obligations of co-obligors; the amounts do not include an estimate for paymentsto be received from insurers or indemnification parties. For additional information, refer to Note 9, "Commitments and Contingencies" included in Item 8 ofPart II of this Report.Our lease obligations are primarily for certain sales and manufacturing facilities in various domestic and international locations as well as leases related toequipment and vehicles. Our lease obligations also include future rental amounts owed for our world headquarters in Atlanta commencing after constructioncompletion. Due to ongoing construction, we have included assumptions regarding the total project cost and lease commencement.Purchase obligations represent committed purchase orders and other contractual commitments for goods or services. The purchase obligation amounts weredetermined through information in our procurement systems and payment schedules for significant contracts. Included in the amounts are committedpayments in relation to the long-term service agreement with Accenture under which NCR’s transaction processing activities and functions are performed.We have a $148 million liability related to our uncertain tax positions. Due to the nature of the underlying liabilities and the extended time often needed toresolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities.For additional information, refer to Note 6, "Income Taxes" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.Our U.S. and international employee benefit plans, which are described in Note 8, “Employee Benefit Plans” of the Notes to Consolidated FinancialStatements included in Item 8 of Part II of this Report, could require significant future cash payments. The funded status of NCR’s U.S. pension plan is anunderfunded position of $506 million as of December 31, 2017 compared to an underfunded position of $463 million as of December 31, 2016. The increasein our underfunded position is primarily attributable to a change in mortality assumptions in 2017. Our international retirement plans were in an underfundedstatus of $187 million as of December 31, 2017, as compared to an underfunded status of $194 million as of December 31, 2016. Contributions tointernational pension plans are expected to be approximately $30 million in 2018.38Table of ContentsWe also have product warranties that may affect future cash flows. These items are not included in the table of obligations shown above, but are described indetail in Note 9, "Commitments and Contingencies" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.Our senior secured credit facility and the indentures for our senior unsecured notes include affirmative and negative covenants that restrict or limit our abilityto, among other things, incur indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to our business activities;make investments; sell or otherwise dispose of assets; engage in sale-leaseback or hedging transactions; pay dividends or make similar distributions; repayother indebtedness; engage in certain affiliate transactions; or enter into agreements that restrict our ability to create liens, pay dividends or make loanrepayments. Our senior secured credit facility also includes financial covenants that require us to maintain:•a consolidated leverage ratio on the last day of any fiscal quarter, not to exceed (i) in the case of any fiscal quarter ending on or prior toDecember 31, 2017, (a) the sum of 4.25 and an amount (not to exceed 0.50) to reflect debt used to reduce NCR’s unfunded pension liabilities to(b) 1.00, (ii) in the case of any fiscal quarter ending after December 31, 2017 and on or prior to December 31, 2019, (a) the sum of 4.00 and anamount (not to exceed 0.50) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b) 1.00, and (iii) in the case of any fiscal quarterending after December 31, 2019, the sum of (a) 3.75 and an amount (not to exceed 0.50) to reflect debt used to reduce NCR’s unfunded pensionliabilities to (b) 1.00; and•an interest coverage ratio on the last day of any fiscal quarter greater than or equal to 3.50 to 1.00.At December 31, 2017, the maximum consolidated leverage ratio under the senior secured credit facility was 4.35 to 1.00.Off-Balance Sheet Arrangements We have no significant contractual obligations not fully recorded on our Consolidated Balance Sheets or fully disclosedin the notes to our consolidated financial statements. We have no material off-balance sheet arrangements as defined by SEC Regulation S-K Item 303 (a) (4)(ii).See Note 9, "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional informationon guarantees associated with our business activities.CRITICAL ACCOUNTING POLICIES AND ESTIMATESOur consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, we arerequired to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosure ofcontingent liabilities. These assumptions, estimates and judgments are based on historical experience and are believed to be reasonable at the time. However,because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our criticalaccounting policies are those that require assumptions to be made about matters that are highly uncertain. Different estimates could have a material impact onour financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts beingreported under different conditions or circumstances. Our management continually reviews these assumptions, estimates and judgments to ensure that ourfinancial statements are presented fairly and are materially correct.In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require significant management judgmentin its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially differentresult. The significant accounting policies and estimates that we believe are the most critical to aid in fully understanding and evaluating our reportedfinancial results are discussed in the paragraphs below. Our senior management has reviewed these critical accounting policies and related disclosures withour independent registered public accounting firm and the Audit Committee of our Board of Directors. See Note 1, "Description of Business and SignificantAccounting Policies" of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, which contains additional information regardingour accounting policies and other disclosures required by GAAP.Revenue Recognition NCR frequently enters into multiple-element arrangements with its customers including hardware, software, professional consultingservices and maintenance support services. For arrangements involving multiple deliverables, when deliverables include software and non-software productsand services, NCR evaluates and separates each deliverable to determine whether it represents a separate unit of accounting based on the following criteria:(a) the delivered item has value to the customer on a stand-alone basis; and (b) if the contract includes a general right of return relative to the delivered item,delivery or performance of the undelivered items is considered probable and substantially in the control of NCR.39Table of ContentsConsideration is allocated to each unit of accounting based on the unit's relative selling prices. In such circumstances, the Company uses a hierarchy todetermine the selling price to be used for allocating revenue to each deliverable: (i) vendor-specific objective evidence of selling price (VSOE), (ii) third-party evidence of selling price (TPE), and (iii) best estimate of selling price (BESP). VSOE generally exists only when the Company sells the deliverableseparately and is the price actually charged by the Company for that deliverable. VSOE is established for our software maintenance and software-relatedprofessional services. We use TPE to establish selling prices for our installation and transaction services. The Company uses BESP to allocate revenue whenwe are unable to establish VSOE or TPE of selling price. BESP is used for hardware maintenance and elements such as products that are not consistentlypriced within a narrow range. The Company determines BESP for a deliverable by considering multiple factors including product class, geography, averagediscount, and management's historical pricing practices. Amounts allocated to the delivered hardware and software elements are recognized at the time of saleprovided the other conditions for revenue recognition have been met. Amounts allocated to the undelivered maintenance and other services elements arerecognized as the services are provided or on a straight-line basis over the service period. In certain instances, customer acceptance is required prior to thepassage of title and risk of loss of the delivered products. In such cases, revenue is not recognized until the customer acceptance is obtained. Delivery andacceptance generally occur in the same reporting period.In situations where NCR's solutions contain software that is more than incidental, revenue related to the software and software-related elements is recognizedin accordance with authoritative guidance on software revenue recognition. For the software and software-related elements of such transactions, revenue isallocated based on the relative fair value of each element, and fair value is determined by VSOE. If the Company cannot objectively determine the fair valueof any undelivered element included in such multiple-element arrangements, the Company defers revenue until all elements are delivered and services havebeen performed, or until fair value can objectively be determined for any remaining undelivered elements. When the fair value of a delivered element has notbeen established, but fair value exists for the undelivered elements, the Company uses the residual method to recognize revenue. Under the residual method,the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and isrecognized as revenue. If an arrangement includes software and services that involve significant production, modification or customization of the software,the services cannot be separated from the software. The Company accounts for these arrangements as a long-term contract.For certain of NCR’s long-term contracts, the Company utilizes a percentage-of-completion accounting method, which requires estimates of future revenueand costs over the full term of product and/or service delivery. Estimated losses, if any, on long-term projects are recognized as soon as such losses becomeknown.Revenue recognition for complex contractual arrangements, especially those with multiple elements, requires a significant level of judgment and is basedupon a review of specific contracts, past experience, the selling price of undelivered elements when sold separately, creditworthiness of customers,international laws and other factors. Changes in judgments about these factors could impact the timing and amount of revenue recognized between periods.Allowance for Doubtful Accounts We evaluate the collectability of our accounts receivable based on a number of factors. We establish provisions fordoubtful accounts using percentages of our accounts receivable balance as an overall proxy to reflect historical average credit losses and also usemanagement judgment that may include elements that are uncertain, including specific provisions for known issues. The percentages are applied to agedaccounts receivable balances. Aged accounts are determined based on the number of days the receivable is outstanding, measured from the date of theinvoice, or from the date of revenue recognition. As the age of the receivable increases, the provision percentage also increases. This policy is appliedconsistently among all of our operating segments.Based on the factors below, we periodically review customer account activity in order to assess the adequacy of the allowances provided for potential losses.Factors include economic conditions and judgments regarding collectability of account balances, each customer’s payment history and creditworthiness.The allowance for doubtful accounts was $37 million as of December 31, 2017, $41 million as of December 31, 2016, and $47 million as of December 31,2015. These allowances represent, as a percentage of gross receivables, 2.8% in 2017, 3.1% in 2016, and 3.6% in 2015.Given our experience, the reserves for potential losses are considered adequate, but if one or more of our larger customers were to default on its obligations,we could be exposed to potentially significant losses in excess of the provisions established. We continually evaluate our reserves for doubtful accounts andeconomic deterioration could lead to the need to increase our allowances.Inventory Valuation Inventories are stated at the lower of cost or net realizable value, using the average cost method. Each quarter, we reassess raw materials,work-in-process, parts and finished equipment inventory costs to identify purchase or usage variances from standards, and valuation adjustments are made.Additionally, to properly provide for potential exposure due to slow-moving, excess,40Table of Contentsobsolete or unusable inventory, inventory values are reduced based on forecasted usage, orders, technological obsolescence and inventory aging. Thesefactors are impacted by market conditions, technology changes and changes in strategic direction, and require estimates and management judgment that mayinclude elements that are uncertain. On a quarterly basis, we review the current net realizable value of inventory and adjust for any inventory exposure due toage or excess of cost over net realizable value.We have inventory in more than 40 countries around the world. We purchase inventory from third party suppliers and manufacture inventory at our plants.This inventory is transferred to our distribution and sales organizations at cost plus a mark-up. This mark-up is referred to as inter-company profit. Eachquarter, we review our inventory levels and analyze our inter-company profit to determine the correct amount of inter-company profit to eliminate. Keyassumptions are made to estimate product gross margins, the product mix of existing inventory balances and current period shipments. Over time, we refinethese estimates as facts and circumstances change. If our estimates require refinement, our results could be impacted. The policies described are appliedconsistently across all of our operating segments.Warranty Reserves One of our key objectives is to provide superior quality products and services. To that end, we provide a standard manufacturer’swarranty typically extending up to 12 months, allowing our customers to seek repair of products under warranty at no additional cost. A correspondingestimated liability for potential warranty costs is recorded at the time of the sale. We sometimes offer extended warranties in the form of product maintenanceservices to our customers for purchase. We defer the fair value of this revenue and recognize revenue over the life of the extended warranty period. Refer toNote 1, "Description of Business and Significant Accounting Policies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report forfurther information regarding our accounting for extended warranties.Future warranty obligation costs are based upon historical factors such as labor rates, average repair time, travel time, number of service calls per machine andcost of replacement parts. When a sale is consummated, the total customer revenue is recognized and the associated warranty liability is recorded based uponthe estimated cost to provide the service over the warranty period.Total warranty costs were $43 million in 2017, $42 million in 2016, and $41 million in 2015. Warranty costs as a percentage of total product revenue was1.7% in 2017, 1.5% in 2016, and 1.5% in 2015. Historically, the principal factor used to estimate our warranty costs has been service calls per machine.Significant changes in this factor could result in actual warranty costs differing from accrued estimates. Although no near-term changes in our estimatedwarranty reserves are currently anticipated, in the unlikely event of a significant increase in warranty claims by one or more of our larger customers, costs tofulfill warranty obligations would be higher than provisioned, thereby impacting results.Goodwill Goodwill is tested at the reporting unit level for impairment on an annual basis during the fourth quarter or more frequently if certain events occurindicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairmenthas occurred. Such indicators may include a decline in expected cash flows, a significant adverse change in legal factors or in the business climate, a decisionto sell a business, unanticipated competition, or slower growth rates, among others.In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing isnecessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under thequalitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not thatits fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then theamount of the impairment loss, if any, must be measured under step two of the impairment analysis. In step two of the analysis, we will record an impairmentloss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value. Fair values of the reporting units are estimated usinga weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discountedcash flow (DCF) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cashflows, including markets and market shares, sales volumes and prices, costs to produce, tax rates, capital spending, discount rate and working capital changes.Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategic operating plans. The marketapproach is performed using the Guideline Public Companies (GPC) method which is based on earnings multiple data. We perform a reconciliation betweenour market capitalization and our estimate of the aggregate fair value of the reporting units, including consideration of a control premium.We performed our annual impairment assessment of goodwill during the fourth quarter of 2017, which did not indicate an impairment existed. The reportingunit with the lowest percentage by which the fair value exceeded the carrying value was the Hardware reporting unit, where the excess of fair value overcarrying value was approximately 20%. We are in the process of identifying initiatives to accelerate our transformation to improve profitability in ourHardware segment through optimizing our production, sourcing and supply chain strategy.41Table of ContentsValuation of Long-lived Assets and Amortizable Other Intangible Assets We perform impairment tests for our long-lived assets if an event or circumstanceindicates that the carrying amount of our long-lived assets may not be recoverable. In response to changes in industry and market conditions, we may alsostrategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses. Such activities could result in impairment of ourlong-lived assets or other intangible assets. We also are subject to the possibility of impairment of long-lived assets arising in the ordinary course of business.We consider the likelihood of impairment if certain events occur indicating that the carrying value of the long-lived assets may be impaired and we mayrecognize impairment if the carrying amount of a long-lived asset or intangible asset is not recoverable from its undiscounted cash flows. Impairment ismeasured as the difference between the carrying amount and the fair value of the asset. We use both the income approach and market approach to estimate fairvalue. Our estimates of fair value are subject to a high degree of judgment since they include a long-term forecast of future operations. Accordingly, anyvalue ultimately derived from our long-lived assets may differ from our estimate of fair value.Pension, Postretirement and Postemployment Benefits We sponsor domestic and foreign defined benefit pension and postemployment plans as well asdomestic postretirement plans. As a result, we have significant pension, postretirement and postemployment benefit costs, which are developed from actuarialvaluations. Actuarial assumptions attempt to anticipate future events and are used in calculating the expense and liability relating to these plans. Thesefactors include assumptions we make about interest rates, expected investment return on plan assets, rate of increase in healthcare costs, total and involuntaryturnover rates, and rates of future compensation increases. In addition, our actuarial consultants advise us about subjective factors such as withdrawal ratesand mortality rates to use in our valuations. We generally review and update these assumptions on an annual basis at the beginning of each fiscal year. We arerequired to consider current market conditions, including changes in interest rates, in making these assumptions. The actuarial assumptions that we use maydiffer materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans ofparticipants. These differences may result in a significant impact to the amount of pension, postretirement or postemployment benefits expense we haverecorded or may record. Ongoing pension, postemployment and postretirement expense impacts all of our segments. Pension mark-to-market adjustments,settlements, curtailments and special termination benefits are excluded from our segment results as those items are not included in the evaluation of segmentperformance. See Note 12, "Segment Information and Concentrations," in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report fora reconciliation of our segment results to income from operations.The key assumptions used in developing our 2017 expense were discount rates of 3.4% for our U.S. pension plan and 3.2% for our postretirement plan, andan expected return on assets assumption of 3.5% for our U.S. pension plan in 2017. The U.S. plan represented 60% of the pension obligation and 100% of thepostretirement medical plan obligation as of December 31, 2017. Holding all other assumptions constant, a 0.25% change in the discount rate used for theU.S. plan would have increased or decreased 2017 ongoing pension expense by approximately $3 million and would have had an immaterial impacton 2017 postretirement income. A 0.25% change in the expected rate of return on plan assets assumption for the U.S. pension plan would have increased ordecreased 2017 ongoing pension expense by approximately $4 million. Our expected return on plan assets has historically been and will likely continue tobe material to net income. For 2018, we intend to use discount rates of 3.2% and 3.1% in determining the 2018 U.S. pension and postretirement expense,respectively. We intend to use an expected rate of return on assets assumption of 3.1% for the U.S. pension plan.Effective January 1, 2017, we changed the method used to estimate the service and interest components of net periodic benefit cost for our significantpension plans where yield curves are available. Previously, we estimated such cost components utilizing a single weighted-average discount rate derivedfrom the yield curve used to measure the pension benefit obligation. The new methodology utilizes a full yield curve approach by applying the specific spotrates along the yield curve used in the determination of the pension benefit obligation to their underlying projected cash flows and provides a more precisemeasurement of service and interest costs by improving the correlation between projected cash flows and their corresponding spot rates. This change does notaffect the measurement of our total benefit obligation and is applied prospectively as a change in estimate.We recognize additional changes in the fair value of plan assets and net actuarial gains or losses of our pension plans upon remeasurement, which occurs atleast annually in the fourth quarter of each year. The remaining components of pension expense, primarily net service cost, interest cost, and the expectedreturn on plan assets, are recorded on a quarterly basis as ongoing pension expense. While it is required that we review our actuarial assumptions each year atthe measurement date, we generally do not change them between measurement dates. We use a measurement date of December 31 for all of our plans.Changes in assumptions or asset values may have a significant effect on the annual measurement of expense or income in the fourth quarter.The most significant assumption used in developing our 2018 postemployment plan expense is the assumed rate of involuntary turnover of 4.8%. Theinvoluntary turnover rate is based on historical trends and projections of involuntary turnover in the future. A 0.25% change in the rate of involuntaryturnover would have increased or decreased 2017 expense by approximately $2 million. The sensitivity42Table of Contentsof the assumptions described above is specific to each individual plan and not to our pension, postretirement and postemployment plans in the aggregate.Environmental and Legal Contingencies Each quarter, we review the status of each claim and legal proceeding and assess our potential financial exposure.If the potential loss from any claim or legal proceeding would be material and is considered probable and the amount can be reasonably estimated, we accruea liability for the estimated loss. To the extent that the amount of such a probable loss is estimable only by reference to a range of equally likely outcomes,and no amount within the range appears to be a better estimate than any other amount, we accrue the amount at the low end of the range. Because ofuncertainties related to these matters, the use of estimates, assumptions and judgments, and external factors beyond our control, accruals are based on the bestinformation available at the time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigationand may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations andfinancial position. When insurance carriers or third parties have agreed to pay any amounts related to costs, and we believe that it is probable that we cancollect such amounts, those amounts are reflected as receivables in our Consolidated Balance Sheet.The most significant legal contingencies impacting our Company relates to the Fox River and Kalamazoo River matters, which are further described in detailin Note 9, "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. NCR has been identifiedas a potentially responsible party (PRP) at both sites.As described below and in Note 9, "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report,while substantial progress has been made in the Fox River clean-up including a consent decree that establishes the general limits on NCR’s liability therefor(it is subject to appeal), and while significant litigation activities have taken place with respect to the Kalamazoo River, the extent of our potential liabilitiescontinues to be subject to significant uncertainties described below.Our net reserve for the Fox River matter as of December 31, 2017 was approximately $35 million as further discussed in Note 9, "Commitments andContingencies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. The Company regularly re-evaluates the assumptionsused in determining the appropriate reserve for the Fox River matter as additional information becomes available and, when warranted, makes appropriateadjustments.Income Taxes We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis ofassets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which thedeferred tax assets or liabilities are anticipated to be settled or realized.We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of adeferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based onthe evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing ofthe reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on our expectedresults and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences isbased on current tax law and our tax methods of accounting. As a result of this determination, we had valuation allowances of $415 million as of December31, 2017 and $445 million as of December 31, 2016, related to certain deferred income tax assets, primarily tax loss carryforwards, in jurisdictions wherethere is uncertainty as to the ultimate realization of a benefit from those tax assets.If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or the time period within whichthe underlying temporary differences become taxable or deductible, or if the tax laws change unfavorably, then we could be required to increase ourvaluation allowance against our deferred tax assets, resulting in an increase in our effective tax rate.The Tax Cuts and Jobs Act of 2017 ("U.S. Tax Reform") was enacted in December 2017. The legislation significantly changes U.S. tax law by, among otherthings, lowering U.S. corporate income tax rates, implementing a territorial tax system and imposing a one-time tax on deemed repatriated earnings of foreignsubsidiaries. The legislation reduces the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. The SEC staff issued guidance to addressthe application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (includingcomputations) in reasonable detail to complete the accounting for certain income tax effects of U.S. Tax Reform and allows the registrant to recordprovisional amounts during a measurement period not to extend beyond one year of the enactment date. We have recognized the provisional impacts relatedto the one-time repatriation tax and remeasurement of deferred tax balances and included these estimates in our consolidated financial statements for the yearended December 31, 2017. The ultimate impact may materially differ from these provisional amounts, due to, among other things, additional analysis,changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of U.S. TaxReform. In addition, foreign governments may enact tax laws in response43Table of Contentsto the U.S. legislation that could result in further changes to global taxation and materially affect our financial position and results of operations.The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained onexamination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statementsfrom such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest andpenalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interestand penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.The provision for income taxes may change period-to-period based on non-recurring events, such as the settlement of income tax audits and changes in taxlaws, as well as recurring factors including the geographic mix of income before taxes, state and local taxes and the effects of various global income taxstrategies. We maintain certain strategic management and operational activities in overseas subsidiaries and our foreign earnings are taxed at rates that aregenerally lower than in the United States. As of December 31, 2017, we did not provide for U.S. federal income taxes or foreign withholding taxes onapproximately $2.5 billion of undistributed earnings of our foreign subsidiaries as such earnings are expected to be reinvested indefinitely unless it isdetermined that future repatriation would give rise to little or no net tax costs.Refer to Note 6, "Income Taxes" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for disclosures related to foreign anddomestic pretax income, foreign and domestic income tax (benefit) expense and the effect foreign taxes have on our overall effective tax rate.Stock-based Compensation We measure compensation cost for stock awards at fair value and recognize compensation expense over the service period forwhich awards are expected to vest. We utilize the Black-Scholes option pricing model to estimate the fair value of options at the date of grant, which requiresthe input of highly subjective assumptions, including expected volatility and expected holding period. We estimate forfeitures for awards granted which arenot expected to vest. The estimation of stock awards that will ultimately vest requires judgment, and to the extent that actual results or updated estimatesdiffer from our current estimates, such amounts will be recorded as a cumulative adjustment in the period in which estimates are revised. We consider manyfactors when estimating expected forfeitures, including types of awards and historical experience. Actual results and future changes in estimates may differfrom our current estimates.We have performance-based awards that vest only if specific performance conditions are satisfied, typically at the end of a multi-year performance period, andthe service requirement is fulfilled. The number of shares that will be earned can vary based on actual performance. No shares will vest if the objectives arenot met, and in the event the objectives are exceeded, additional shares will vest up to a maximum amount. The cost of these awards is expensed over theservice period based upon management’s estimates of achievement against the performance criteria. Because the actual number of shares to be awarded is notknown until the end of the performance period, the actual compensation expense related to these awards could differ from our current expectations.We also have market-based awards and the cost of the awards is recognized as the requisite service is rendered by the employees, regardless of when, if ever,the market-based performance conditions are satisfied. The fair value of market-based awards is based on the Monte Carlo simulation model. Assumptionsand estimates utilized in the calculation of the fair value of the market-based awards include the risk-free interest rate, dividend yield, expected volatilitybased on the historical volatility of publicly traded peer companies and remaining performance period of the award. The market-based awards vest and resultin the issuance of common stock based upon the recipient’s continuing employment and the achievement of targeted stock prices for a specified period oftime noted in the award agreement.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSA discussion of recently issued accounting pronouncements is described in Note 1, “Basis of Presentation and Significant Accounting Policies” of the Notesto Consolidated Financial Statements in Item 8 of Part II of this Report, and we incorporate by reference such discussion in this MD&A.Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKMarket RiskWe are exposed to market risks primarily from changes in foreign currency exchange rates and interest rates. It is our policy to manage our foreign exchangeexposure and debt structure in order to manage capital costs, control financial risks and maintain financial44Table of Contentsflexibility over the long term. In managing market risks, we employ derivatives according to documented policies and procedures, including foreign currencycontracts and interest rate swaps. We do not use derivatives for trading or speculative purposes.Foreign Exchange RiskSince a substantial portion of our operations and revenue occur outside the U.S., and in currencies other than the U.S. Dollar, our results can be significantlyimpacted by changes in foreign currency exchange rates. We have exposure to approximately 50 functional currencies and are exposed to foreign currencyexchange risk with respect to our sales, profits and assets and liabilities denominated in currencies other than the U.S. Dollar. Although we use financialinstruments to hedge certain foreign currency risks, we are not fully protected against foreign currency fluctuations and our reported results of operationscould be affected by changes in foreign currency exchange rates. To manage our exposures and mitigate the impact of currency fluctuations on the operationsof our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange forward and option contracts. These foreignexchange contracts are designated as highly effective cash flow hedges. This is primarily done through the hedging of foreign currency denominated inter-company inventory purchases by the marketing units. All of these transactions are forecasted. We also use derivatives not designated as hedging instrumentsconsisting primarily of forward contracts to hedge foreign currency denominated balance sheet exposures. For these derivatives we recognize gains and lossesin the same period as the remeasurement losses and gains of the related foreign currency-denominated exposures.We utilize non-exchange traded financial instruments, such as foreign exchange forward and option contracts, that we purchase exclusively from highly ratedfinancial institutions. We record these contracts on our balance sheet at fair market value based upon market price quotations from the financial institutions.We do not enter into non-exchange traded contracts that require the use of fair value estimation techniques, but if we did, they could have a material impacton our financial results.For purposes of analyzing potential risk, we use sensitivity analysis to quantify potential impacts that market rate changes may have on the fair values of ourhedge portfolio related to firmly committed or forecasted transactions. The sensitivity analysis represents the hypothetical changes in value of the hedgeposition and does not reflect the related gain or loss on the forecasted underlying transaction. A 10% appreciation or depreciation in the value of the U.S.Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding increase or decrease of $23 million as of December31, 2017 in the fair value of the hedge portfolio. The Company expects that any increase or decrease in the fair value of the portfolio would be substantiallyoffset by increases or decreases in the underlying exposures being hedged.The U.S. Dollar was slightly weaker in 2017 compared to 2016 based on comparable weighted averages for our functional currencies. This had no impact on2017 revenue versus 2016 revenue. This excludes the effects of our hedging activities and, therefore, does not reflect the actual impact of fluctuations inexchange rates on our operating income.Interest Rate RiskWe are subject to interest rate risk principally in relation to variable-rate debt. Approximately 73% of our borrowings were on a fixed rate basis as ofDecember 31, 2017. The increase in pre-tax interest expense for the twelve months ended December 31, 2017 from a hypothetical 100 basis point increase invariable interest rates would be approximately $11 million.Concentrations of Credit RiskWe are potentially subject to concentrations of credit risk on accounts receivable and financial instruments, such as hedging instruments and cash and cashequivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on thebalance sheet. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions as counterpartiesto hedging transactions and monitoring procedures. Our business often involves large transactions with customers for which we do not require collateral. Ifone or more of those customers were to default in its obligations under applicable contractual arrangements, we could be exposed to potentially significantlosses. Moreover, a prolonged downturn in the global economy could have an adverse impact on the ability of our customers to pay their obligations on atimely basis. We believe that the reserves for potential losses are adequate. As of December 31, 2017, we did not have any significant concentration of creditrisk related to financial instruments.45Table of ContentsIndex to Financial Statements and Supplemental Data PageReport of Independent Registered Public Accounting Firm47Consolidated Statements of Operations49Consolidated Statements of Comprehensive Income50Consolidated Balance Sheets51Consolidated Statements of Cash Flows52Consolidated Statements of Changes in Stockholders' Equity53Notes to Consolidated Financial Statements54Note 1. Basis of Presentation and Significant Accounting Policies54Note 2. Business Combinations and Divestitures64Note 3. Goodwill and Purchased Intangibles65Note 4. Series A Preferred Stock66Note 5. Debt Obligations68Note 6. Income Taxes 71Note 7. Stock Compensation Plans74Note 8. Employee Benefit Plans76Note 9. Commitments and Contingencies86Note 10. Derivatives and Hedging Instruments91Note 11. Fair Value of Assets and Liabilities94Note 12. Segment Information95Note 13. Accumulated Other Comprehensive Income97Note 14. Restructuring Plan98Note 15. Supplemental Financial Information99Note 16. Guarantor Financial Statements 100Note 17. Quarterly Information (Unaudited)108Note 18. Subsequent Events11046Table of ContentsItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATAReport of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholders of NCR CorporationOpinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the financialstatement schedule listed in the index appearing under Item 15(a)(2), of NCR Corporation and its subsidiaries (the "Company") (collectively referred to as the“consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based oncriteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2017 and December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in allmaterial respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - IntegratedFramework (2013) issued by the COSO.Change in Accounting PrincipleAs discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for employee share-based paymentsin 2017.Basis for OpinionsThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, andfor its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over FinancialReporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company'sinternal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting OversightBoard (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internalcontrol over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles usedand significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internalcontrol over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performingsuch other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.Definition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding47Table of Contentsprevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financialstatements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ PricewaterhouseCoopers LLPAtlanta, GeorgiaFebruary 26, 2018We have served as the Company’s auditor since 1993. 48Table of ContentsNCR CorporationConsolidated Statements of Operations For the years ended December 31, (in millions, except per share amounts) 2017 2016 2015Product revenue $2,579 $2,737 $2,711Service revenue 3,937 3,806 3,662Total revenue 6,516 6,543 6,373Cost of products 2,026 2,102 2,072Cost of services 2,626 2,659 2,832Selling, general and administrative expenses 932 926 1,042Research and development expenses 256 242 230Restructuring-related charges — 15 62Total operating expenses 5,840 5,944 6,238Income from operations 676 599 135Interest expense (163) (170) (173)Other (expense), net (31) (50) (57)Income (loss) from continuing operations before income taxes 482 379 (95)Income tax expense 242 92 55Income (loss) from continuing operations 240 287 (150)Loss from discontinued operations, net of tax (5) (13) (24)Net income (loss) 235 274 (174)Net income attributable to noncontrolling interests 3 4 4Net income (loss) attributable to NCR $232 $270 $(178)Amounts attributable to NCR common stockholders: Income (loss) from continuing operations $237 $283 $(154)Series A convertible preferred stock dividends (47) (49) (4)Deemed dividend on modification of Series A convertible preferred stock (4) — —Deemed dividend on Series A convertible preferred stock related to redemption (58) — —Income (loss) from continuing operations attributable to NCR 128 234 (158)Loss from discontinued operations, net of tax (5) (13) (24)Net income (loss) attributable to NCR common stockholders $123 $221 $(182)Income (loss) per share attributable to NCR common stockholders: Income (loss) per common share from continuing operations Basic $1.05 $1.86 $(0.94)Diluted $1.01 $1.80 $(0.94)Net income (loss) per common share Basic $1.01 $1.76 $(1.09)Diluted $0.97 $1.71 $(1.09)Weighted average common shares outstanding Basic 121.9 125.6 167.6Diluted (continuing operations) 127.0 157.4 167.6Diluted (net income) 127.0 129.2 167.6The accompanying notes are an integral part of the Consolidated Financial Statements.49Table of ContentsNCR CorporationConsolidated Statements of Comprehensive Income For the years ended December 31 (in millions)2017 2016 2015Net income (loss)$235 $274 $(174)Other comprehensive income (loss): Currency translation adjustments Currency translation adjustments39 (57) (50)Derivatives Unrealized gain (loss) on derivatives(16) 19 10 Gains on derivatives arising during the period(1) (1) (7) Less income tax benefit (expense)3 (4) (1)Employee benefit plans Prior service benefit— — 9 Amortization of prior service cost(11) (19) (21) Net (loss) gain arising during the period(13) (1) 43 Amortization of actuarial (loss) gain(2) (2) 2 Less income tax benefit (expense)5 5 (2)Other comprehensive income (loss)4 (60) (17)Total comprehensive income (loss)239 214 (191)Less comprehensive income attributable to noncontrolling interests: Net income3 4 4 Currency translation adjustments(2) (5) (3)Amounts attributable to noncontrolling interests1 (1) 1Comprehensive income (loss) attributable to NCR common stockholders$238 $215 $(192)The accompanying notes are an integral part of the Consolidated Financial Statements.50Table of ContentsNCR CorporationConsolidated Balance SheetsAs of December 31 (in millions except per share amounts)2017 2016Assets Current assets Cash and cash equivalents$537 $498Accounts receivable, net1,270 1,282Inventories780 699Other current assets243 278Total current assets2,830 2,757Property, plant and equipment, net341 287Goodwill2,741 2,727Intangibles, net578 672Prepaid pension cost118 94Deferred income taxes460 575Other assets586 561Total assets$7,654 $7,673Liabilities and stockholders’ equity Current liabilities Short-term borrowings$52 $50Accounts payable762 781Payroll and benefits liabilities219 234Deferred service revenue and customer deposits458 468Other current liabilities398 432Total current liabilities1,889 1,965Long-term debt2,939 3,001Pension and indemnity plan liabilities798 739Postretirement and postemployment benefits liabilities133 127Income tax accruals148 142Other liabilities200 138Total liabilities6,107 6,112Commitments and Contingencies (Note 9) Redeemable noncontrolling interest15 15Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.8 shares issued andoutstanding as of December 31, 2017 and 0.9 shares issued and outstanding as of December 31, 2016;redemption amount and liquidation preference of $825 and $870 as of December 31, 2017 and 2016,respectively810 847Stockholders’ equity NCR stockholders’ equity Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as ofDecember 31, 2017 and 2016, respectively— —Common stock: par value $0.01 per share, 500.0 shares authorized, 122.0 and 124.6 shares issued andoutstanding as of December 31, 2017 and 2016, respectively1 1Paid-in capital60 32Retained earnings857 867Accumulated other comprehensive loss(199) (205)Total NCR stockholders’ equity719 695Noncontrolling interests in subsidiaries3 4Total stockholders’ equity722 699Total liabilities and stockholders’ equity$7,654 $7,673The accompanying notes are an integral part of the Consolidated Financial Statements.51Table of ContentsNCR CorporationConsolidated Statements of Cash FlowsFor the years ended December 31 (in millions)2017 2016 2015Operating activities Net income (loss)$235 $274 $(174)Adjustments to reconcile net income (loss) to net cash provided by operating activities: Loss from discontinued operations5 13 24Depreciation and amortization354 344 308Stock-based compensation expense77 61 42Deferred income taxes173 10 24Gain on sale of property, plant and equipment and other assets(3) — (2)Loss on divestiture— 2 —Impairment of long-lived and other assets1 2 63Changes in assets and liabilities: Receivables29 (89) 28Inventories(68) (86) (46)Current payables and accrued expenses(78) 216 8Deferred service revenue and customer deposits10 88 19Employee benefit plans(4) 33 384Other assets and liabilities24 26 3Net cash provided by operating activities755 894 681Investing activities Expenditures for property, plant and equipment(128) (73) (79)Proceeds from sales of property, plant and equipment6 — 19Additions to capitalized software(166) (154) (150)Business acquisitions, net(8) — —Proceeds from divestiture3 47 —Other investing activities, net3 (9) 1Net cash used in investing activities(290) (189) (209)Financing activities Short term borrowings, net(4) (8) 8Payments on term credit facilities(61) (97) (383)Payments on revolving credit facilities(1,940) (1,431) (1,694)Borrowings on revolving credit facilities1,940 1,331 1,698Debt issuance costs— (9) —Series A convertible preferred stock issuance, net of issuance costs of $26 million— — 794Tender offer, including costs of $5 million— — (1,005)Repurchases of Company common stock(350) (250) —Tax withholding payments on behalf of employees(31) (16) (16)Proceeds from employee stock plans15 15 15Other financing activities(3) (2) —Net cash used in financing activities(434) (467) (583)Cash flows from discontinued operations Net cash used in discontinued operations operating activities(8) (39) (43)Effect of exchange rate changes on cash and cash equivalents16 (29) (29)Increase (decrease) in cash and cash equivalents39 170 (183)Cash and cash equivalents at beginning of period498 328 511Cash and cash equivalents at end of period$537 $498 $328 Supplemental data Cash paid during the year for: Income taxes$98 $66 $60Interest$159 $155 $163The accompanying notes are an integral part of the Consolidated Financial Statements.52Table of ContentsNCR CorporationConsolidated Statements of Changes in Stockholders' Equity NCR Stockholders Common Stock Accumulated OtherComprehensive(Loss) Income Non-RedeemableNoncontrolling Interestsin Subsidiaries in millions Shares Amount Paid-inCapital RetainedEarnings TotalDecember 31, 2014 169 $2 $442 $1,563 $(136) $12 $1,883Comprehensive income (loss): Net income (loss) — — — (178) — 2 (176) Other comprehensive income (loss) — — — — (14) (2) (16)Total comprehensive income (loss) — — — (178) (14) — (192)Employee stock purchase and stock compensationplans 1 — 50 — — — 50Repurchase of Company Common Stock (37) (1) (492) (512) — — (1,005)Series A Convertible Preferred Stock dividends — — — (4) — — (4)Sale of noncontrolling interest — — — — — (6) (6)December 31, 2015 133 1 — 869 (150) 6 726Comprehensive income (loss): Net income (loss) — — — 270 — 2 272 Other comprehensive income (loss) — — — — (55) (2) (57)Total comprehensive income (loss) — — — 270 (55) — 215Employee stock purchase and stock compensationplans 2 — 59 — — — 59Dividend distribution to minority shareholder — — — — — (2) (2)Repurchase of Company common stock (10) — (27) (223) — — (250)Series A convertible preferred stock dividends — — — (49) — — (49)December 31, 2016 125 1 32 867 (205) 4 699Comprehensive income (loss): Net income (loss) — — — 232 — 3 235 Other comprehensive income (loss) — — — — 6 (2) 4Total comprehensive income (loss) — — — 232 6 1 239Cumulative effect of a change in accounting principlerelated to employee share-based payments — — — 39 — — 39Employee stock purchase and stock compensationplans 1 — 61 — — — 61Dividend distribution to minority shareholder — — — — — (2) (2)Repurchase of Company common stock (7) — (178) (172) — — (350)Series A convertible preferred stock dividends — — — (47) — — (47)Deemed dividend on modification of Series AConvertible Preferred Stock — — — (4) — — (4)Deemed dividend on redemption of Series AConvertible Preferred Stock — — 58 (58) — — —Redemption of Series A Convertible Preferred Stock 3 — 87 — — — 87December 31, 2017 122 $1 $60 $857 $(199) $3 $722The accompanying notes are an integral part of the Consolidated Financial Statements.53Table of ContentsNCR CorporationNotes to Consolidated Financial Statements1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIESDescription of Business NCR is a leading global provider of omni-channel technology solutions that enrich the interactions of businesses with theircustomers. Our solutions are designed to allow businesses in the financial services, retail, hospitality, travel and telecommunications and technologyindustries to deliver a rich, integrated and personalized experience to consumers across physical and digital commerce channels. Our offerings include aportfolio of omni-channel platform software and other software applications, industry-focused hardware and smart-edge devices including automated tellermachines (ATMs), point of sale (POS) terminals and devices and self-service kiosks, and a complete suite of consulting, implementation, maintenance andmanaged services. We also resell third-party networking products and provide related service offerings in the telecommunications and technology sectors.Our solutions create value for our customers by increasing productivity allowing them to address consumer demand for convenience, value and individualservice across different commerce channels.Our solutions are based on a foundation of long-established industry knowledge and expertise, omni-channel platform and other software, industry-focusedhardware and smart-edge devices and global implementation, consulting, maintenance and customer support services.Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States ( U.S. GAAP)requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets andliabilities at the date of the financial statements, and revenue and expenses during the periods reported. Actual results could differ from those estimates.Subsequent Events The Company evaluated subsequent events through the date that our Consolidated Financial Statements were issued. Except as describedin Note 18, "Subsequent Events", no matters were identified that required adjustment of the Consolidated Financial Statements or additional disclosure.Basis of Consolidation The consolidated financial statements include the accounts of NCR and its majority-owned subsidiaries. Long-term investments inaffiliated companies in which NCR owns between 20% and 50%, and therefore, exercises significant influence, but which it does not control, are accountedfor using the equity method. Investments in which NCR does not exercise significant influence (generally, when NCR has an investment of less than 20% andno significant influence, such as representation on the investee’s board of directors) are accounted for using the cost method. All significant inter-companytransactions and accounts have been eliminated. In addition, the Company is required to determine whether it is the primary beneficiary of economic incomeor losses that may be generated by variable interest entities in which the Company has such an interest. In circumstances where the Company determined it isthe primary beneficiary, consolidation of that entity would be required. For the periods presented, no variable interest entities have been consolidated.Reclassifications Certain prior-period amounts have been reclassified in the accompanying Consolidated Financial Statements and Notes thereto in order toconform to the current period presentation.Revenue Recognition The Company records revenue, net of taxes, when it is realized, or realizable, and earned. The Company considers these criteria metwhen persuasive evidence of an arrangement exists, the products or services have been provided to the customer, the sales price is fixed or determinable, andcollectability is reasonably assured. For product sales, delivery is deemed to have occurred when the customer has assumed risk of loss of the goods sold andall performance obligations are complete. For service sales, revenue is recognized as the services are provided or ratably over the service period, or, ifapplicable, after customer acceptance of the services.NCR frequently enters into multiple-element arrangements with its customers including hardware, software, professional consulting services, transactionservices and maintenance support services. For arrangements involving multiple deliverables, when deliverables include software and non-software productsand services, NCR evaluates and separates each deliverable to determine whether it represents a separate unit of accounting based on the following criteria:(a) whether the delivered item has value to the customer on a stand-alone basis; and (b) if the contract includes a general right of return relative to thedelivered item, whether delivery or performance of the undelivered items is considered probable and substantially in the control of NCR.Consideration is allocated to each unit of accounting based on the units' relative selling prices. In such circumstances, the Company uses a hierarchy todetermine the selling price to be used for allocating revenue to each deliverable: (i) vendor-specific objective evidence of selling price (VSOE); (ii) third-party evidence of selling price (TPE); and (iii) best estimate of selling price (BESP).54Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. VSOEis established for our software maintenance and software-related professional services. We use TPE to establish selling prices for our installation andtransaction services. The Company uses BESP to allocate revenue when we are unable to establish VSOE or TPE of selling price. BESP is used for hardwaremaintenance and elements such as products that are not consistently priced within a narrow range. The Company determines BESP for a deliverable byconsidering multiple factors including product class, geography, average discount, and management's historical pricing practices. Amounts allocated to thedelivered hardware and software elements are recognized at the time of sale, provided the other conditions for revenue recognition have been met. Amountsallocated to the undelivered maintenance and other service elements are recognized as the services are provided or on a straight-line basis over the serviceperiod. In certain instances, customer acceptance is required prior to the passage of title and risk of loss of the delivered products. In such cases, revenue is notrecognized until the customer acceptance is obtained. Delivery and acceptance generally occur in the same reporting period.In situations where NCR's solutions contain software that is more than incidental, revenue related to the software and software-related elements is recognizedin accordance with authoritative guidance on software revenue recognition. For the software and software-related elements of such transactions, revenue isallocated based on the relative fair value of each element, and fair value is determined by VSOE. If the Company cannot objectively determine the fair valueof any undelivered element included in such multiple-element arrangements, the Company defers revenue until all elements are delivered and services havebeen performed, or until fair value can objectively be determined for any remaining undelivered elements. When the fair value of a delivered element has notbeen established, but fair value evidence exists for the undelivered elements, the Company uses the residual method to recognize revenue. Under the residualmethod, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and isrecognized as revenue. If an arrangement includes software and services that involve significant production, modification or customization of the software,the services cannot be separated from the software. The Company accounts for these arrangements as a long-term contract.For certain of NCR’s long-term contracts, the Company utilizes a percentage-of-completion accounting method, which requires estimates of future revenueand costs over the full term of product and/or service delivery. Estimated losses, if any, on long-term projects are recognized as soon as such losses becomeknown.NCR's customers may request that delivery and passage of title and risk of loss occur on a bill and hold basis. For the years ended December 31, 2017, 2016,and 2015, the revenue recognized from bill and hold transactions approximated 1% of total revenue.In addition to the standard product warranty, the Company periodically offers extended warranties to its customers in the form of product maintenanceservices. For contracts that are not separately priced but include product maintenance, the Company defers revenue at an amount based on the selling price,using objective and reliable evidence, and recognizes the deferred revenue over the service term. For separately priced product maintenance contracts, NCRdefers the stated amount of the separately priced contract and recognizes the deferred revenue ratably over the service term.Warranty and Sales Returns Provisions for product warranties and sales returns and allowances are recorded in the period in which NCR becomes obligatedto honor the related right, which generally is the period in which the related product revenue is recognized. The Company accrues warranty reserves basedupon historical factors such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts. When a sale isconsummated, a warranty reserve is recorded based upon the estimated cost to provide the service over the warranty period. The Company accrues salesreturns and allowances using percentages of revenue to reflect the Company’s historical average of sales return claims.Research and Development Costs Research and development costs primarily include payroll and benefit-related costs, contractor fees, facilities costs,infrastructure costs, and administrative expenses directly related to research and development support and are expensed as incurred, except certain softwaredevelopment costs are capitalized after technological feasibility of the software is established.Advertising Advertising costs are recognized in selling, general and administrative expenses when incurred.Shipping and Handling Costs related to shipping and handling are included in cost of products in the Consolidated Statements of Operations.Stock Compensation Stock-based compensation represents the costs related to share-based awards granted to employees and non-employee directors. TheCompany’s outstanding stock-based compensation awards are classified as equity. The Company measures stock-based compensation cost at the grant date,based on the estimated fair value of the award and recognizes the cost55Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)over the requisite service period. See Note 7, "Stock Compensation Plans" for further information on NCR’s stock-based compensation plans.Income Taxes Income tax expense is provided based on income before income taxes. Deferred income taxes reflect the impact of temporary differencesbetween assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. These deferred taxes are determinedbased on the enacted tax rates expected to apply in the periods in which the deferred assets or liabilities are expected to be settled or realized. NCR recordsvaluation allowances related to its deferred income tax assets when it is more likely than not that some portion or all of the deferred income tax assets will notbe realized.The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained onexamination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statementsfrom such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being sustained upon examination byauthorities. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in theperiod that such interest and penalties would be applicable under relevant tax law and until such time that the related tax benefits are recognized.On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”) that instituted fundamental changes to the taxation ofmultinational corporations. See Note 6, "Income Taxes" for additional information on the Company's assessment and related impacts.Earnings Per Share Basic earnings per share (EPS) is calculated by dividing net income, less any dividends, accretion or decretion, redemption or inducedconversion on our Series A Convertible Preferred Stock, by the weighted average number of shares outstanding during the reported period.In computing diluted EPS, we adjust the numerator used in the basic EPS computation, subject to anti-dilution requirements, to add back the dividends(declared or cumulative undeclared) applicable to the Series A Convertible Preferred Stock. Such add-back would also include any adjustments to equity inthe period to accrete the Series A Convertible Preferred Stock to its redemption price, or recorded upon a redemption or induced conversion. We adjust thedenominator used in the basic EPS computation, subject to anti-dilution requirements, to include the dilution from potential shares resulting from theissuance of the Series A Convertible Preferred Stock, restricted stock units, and stock options.The holders of Series A Convertible Preferred Stock and unvested restricted stock units do not have nonforfeitable rights to common stock dividends orcommon stock dividend equivalents. Accordingly, the Series A Convertible Preferred Stock and unvested restricted stock units do not qualify asparticipating securities. See Note 7, "Stock Compensation Plans" for share information on NCR’s stock compensation plans.56Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)The components of basic earnings (loss) per share are as follows:In millions, except per share amountsTwelve months ended December 312017 2016 2015Income (loss) from continuing operations$237 $283 $(154)Series A convertible preferred stock dividends(47) (49) (4)Deemed dividend on modification of Series A Convertible Preferred Stock(4) — —Deemed dividend on Series A Convertible Preferred Stock redemption(58) — —Net income (loss) from continuing operations attributable to NCR common stockholders128 234 (158)Loss from discontinued operations, net of tax(5) (13) (24)Net income (loss) attributable to NCR common stockholders$123 $221 $(182) Denominator Basic weighted average number of shares outstanding121.9 125.6 167.6 Basic earnings (loss) per share: From continuing operations$1.05 $1.86 $(0.94)From discontinued operations(0.04) (0.10) (0.15)Total basic earnings (loss) per share$1.01 $1.76 $(1.09)57Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)The components of diluted earnings (loss) per share are as follows:In millions, except per share amountsTwelve months ended December 312017 2016 2015Income (loss) from continuing operations$237 $283 $(154)Series A convertible preferred stock dividends(47) — (4)Deemed dividend on modification of Series A Convertible Preferred Stock(4) — —Deemed dividend on Series A Convertible Preferred Stock redemption(58) — —Net income (loss) from continuing operations attributable to NCR common stockholders128 283 (158)Loss from discontinued operations, net of tax(5) (13) (24)Series A convertible preferred stock dividends— (49) —Net income (loss) attributable to NCR common stockholders$123 $221 $(182) Basic weighted average number of shares outstanding121.9 125.6 167.6Dilutive effect of as-if Series A Convertible Preferred Stock— 28.2 —Dilutive effect of employee stock options and restricted stock units5.1 3.6 —Denominator - from continuing operations127.0 157.4 167.6 Basic weighted average number of shares outstanding121.9 125.6 167.6Dilutive effect of employee stock options and restricted stock units5.1 3.6 —Denominator - total127.0 129.2 167.6 Diluted earnings (loss) per share: From continuing operations$1.01 $1.80 $(0.94)From discontinued operations(0.04) (0.10) (0.15)Total diluted earnings (loss) per share$0.97 $1.71 $(1.09)For 2017, diluted earnings (loss) per share from continuing operations and total diluted earnings (loss) per share, it is more dilutive to assume the Series AConvertible Preferred Stock is not converted to common stock and therefore weighted average outstanding shares of common stock are not adjusted by theas-if converted Series A Convertible Preferred Stock shown above because the effect would be anti-dilutive. If the as-if converted Series A ConvertiblePreferred Stock had been dilutive, approximately 27.4 million additional shares, considering the existing and redeemed shares, would have been included inthe diluted weighted average number of shares outstanding for the year ended December 31, 2017. For 2017, there were 0.8 million weighted anti-dilutiverestricted stock units outstanding.For 2016, diluted earnings (loss) per share from continuing operations, it is more dilutive to assume the Series A Convertible Preferred Stock is converted tocommon stock and therefore weighted average outstanding shares of common stock are adjusted by the as-if converted Series A Convertible Preferred Stock.For 2016, total diluted earnings (loss) per share, it is more dilutive to assume the Series A Convertible Preferred Stock is not converted to common stock andtherefore weighted average outstanding shares of common stock are not adjusted by the as-if converted Series A Convertible Preferred Stock shown abovebecause the effect would be anti-dilutive. Therefore, total diluted earnings (loss) per share less diluted earnings (loss) per share from continuing operationsdoes not equal diluted earnings (loss) per share from discontinued operations. For 2016, there were 0.4 million weighted anti-dilutive restricted stock unitsoutstanding.For 2015, it is more dilutive to assume the Series A Convertible Preferred Stock is not converted to common stock and therefore weighted averageoutstanding shares of common stock are not adjusted by the as-if converted Series A Convertible Preferred Stock because the effect would be anti-dilutive. Ifthe as-if converted Series A Convertible Preferred Stock had been dilutive, approximately 2.0 million additional shares would have been included in thediluted weighted average number of shares outstanding for the year ended December 31, 2015.58Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)For 2015, due to the net loss attributable to NCR common stockholders, potential common shares that would cause dilution, such as the Series A ConvertiblePreferred Stock, restricted stock units and stock options, have been excluded from the diluted share count because their effect would have been anti-dilutive.For the year ended December 31, 2015, the fully diluted shares would have been 172.2 million shares.Cash and Cash Equivalents All short-term, highly liquid investments having original maturities of three months or less, including time deposits, areconsidered to be cash equivalents.Allowance for Doubtful Accounts NCR establishes provisions for doubtful accounts using percentages of accounts receivable balances to reflect historicalaverage credit losses and specific provisions for known issues.Inventories Inventories are stated at the lower of cost or net realizable value, using the average cost method. Cost includes materials, labor andmanufacturing overhead related to the purchase and production of inventories. Service parts are included in inventories and include reworkable and non-reworkable service parts. The Company regularly reviews inventory quantities on hand, future purchase commitments with suppliers and the estimated utilityof inventory. If the review indicates a reduction in utility below carrying value, inventory is reduced to a new cost basis. Excess and obsolete write-offs areestablished based on forecasted usage, orders, technological obsolescence and inventory aging.Capitalized Software Certain direct development costs associated with internal-use software are capitalized within other assets and amortized over theestimated useful lives of the resulting software. NCR typically amortizes capitalized internal-use software on a straight-line basis over four to seven yearsbeginning when the asset is substantially ready for use, as this is considered to approximate the usage pattern of the software. When it becomes probable thatinternal-use software being developed will not be completed or placed into service, the internal-use software is reported at the lower of the carrying amount orfair value.Costs incurred for the development of software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has beenestablished. These costs are included within other assets and are amortized on a sum-of-the-years' digits or straight-line basis over the estimated useful livesranging from three to five years, using the method that most closely approximates the sales pattern of the software. Amortization begins when the product isavailable for general release. Costs capitalized include direct labor and related overhead costs. Costs incurred prior to technological feasibility or aftergeneral release are expensed as incurred. NCR performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue. Iffuture revenue does not support the unamortized program costs, the amount by which the unamortized capitalized cost of a software product exceeds the netrealizable value is written off.The following table identifies the activity relating to total capitalized software:In millions2017 2016 2015Beginning balance as of January 1$345 $311 $257Capitalization166 154 150Amortization(145) (118) (80)Impairment— (2) (16)Ending balance as of December 31$366 $345 $311Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over the fair value of the net tangible and identifiable intangibleassets of businesses acquired. Goodwill is tested at the reporting unit level for impairment on an annual basis during the fourth quarter or more frequently ifcertain events occur indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if anindicator of impairment has occurred. Such indicators may include a decline in expected cash flows, a significant adverse change in legal factors or in thebusiness climate, a decision to sell a business, unanticipated competition, or slower growth rates, among others.In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing isnecessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under thequalitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not thatits fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then theamount of the impairment loss, if any, must be measured under step two of the impairment analysis. In step two of the analysis, we will record an impairmentloss59Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value should such a circumstance arise. Fair values of thereporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approachincorporates the use of discounted cash flow (DCF) analysis. A number of significant assumptions and estimates are involved in the application of the DCFmodel to forecast operating cash flows, including markets and market shares, sales volumes and prices, costs to produce, tax rates, capital spending, discountrate and working capital changes. Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategicoperating plans. The market approach is performed using the Guideline Public Companies (GPC) method which is based on earnings multiple data. Weperform a reconciliation between our market capitalization and our estimate of the aggregate fair value of the reporting units, including consideration of acontrol premium. During the fourth quarter of each year presented, we performed our annual impairment assessment of goodwill which did not indicate thatan impairment existed.Acquired intangible assets other than goodwill are amortized over their weighted average amortization period unless they are determined to be indefinite.Acquired intangible assets are carried at cost, less accumulated amortization. For intangible assets purchased in a business combination, the estimated fairvalues of the assets received are used to establish the carrying value. The fair value of acquired intangible assets is determined using common techniques, andthe Company employs assumptions developed using the perspective of a market participant.Property, Plant and Equipment Property, plant and equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation iscomputed over the estimated useful lives of the related assets primarily on a straight-line basis. Machinery and other equipment are depreciated over 3 to 20years and buildings over 25 to 45 years. Leasehold improvements are depreciated over the life of the lease or the asset, whichever is shorter. Assets classifiedas held for sale are not depreciated. Upon retirement or disposition of property, plant and equipment, the related cost and accumulated depreciation oramortization are removed from the Company’s accounts, and a gain or loss is recorded. Depreciation expense related to property, plant and equipment was$86 million, $90 million, and $91 million for the years ended December 31, 2017, 2016, and 2015, respectively.Valuation of Long-Lived Assets Long-lived assets such as property, plant and equipment and finite-lived intangible assets are reviewed for impairment whenevents or changes in circumstances indicate that the carrying amount of the assets may not be recoverable or in the period in which the held for sale criteriaare met. For assets held and used, this analysis consists of comparing the asset’s carrying value to the expected future cash flows to be generated from theasset on an undiscounted basis. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values aredetermined based on quoted market values, discounted cash flows, or external appraisals, as applicable. Long-lived assets are reviewed for impairment at theindividual asset or the asset group level for which the lowest level of independent cash flows can be identified. Refer to Note 3, "Goodwill and PurchasedIntangible Assets" for further discussion.Pension, Postretirement and Postemployment Benefits NCR has significant pension, postretirement and postemployment benefit costs, which aredeveloped from actuarial valuations. Actuarial assumptions are established to anticipate future events and are used in calculating the expense and liabilitiesrelating to these plans. These factors include assumptions the Company makes about interest rates, expected investment return on plan assets, rate of increasein healthcare costs, total and involuntary turnover rates, and rates of future compensation increases. In addition, NCR also uses subjective factors, such aswithdrawal rates and mortality rates to develop the Company’s valuations. NCR generally reviews and updates these assumptions on an annual basis. NCR isrequired to consider current market conditions, including changes in interest rates, in making these assumptions. The actuarial assumptions that NCR usesmay differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans ofparticipants. These differences may result in a significant impact to the amount of pension, postretirement or postemployment benefits expense, and therelated assets and liabilities, the Company has recorded or may record.Environmental and Legal Contingencies In the normal course of business, NCR is subject to various proceedings, lawsuits, claims and other matters,including, for example, those that relate to the environment and health and safety, labor and employment, employee benefits, import/export compliance,intellectual property, data privacy and security, product liability, commercial disputes and regulatory compliance, among others. Additionally, NCR issubject to diverse and complex laws, regulations, and standards including those relating to corporate governance, public disclosure and reporting,environmental safety and the discharge of materials into the environment, product safety, import and export compliance, data privacy and security, antitrustand competition, government contracting, anti-corruption, and labor and human resources, which are rapidly changing and subject to many possible changesin the future. Compliance with these laws and regulations, including changes in accounting standards, taxation requirements, and federal securities lawsamong others, may create a substantial burden on, and substantially increase the costs to NCR or could have an impact on NCR’s future operating results.NCR believes that the amounts provided in its Consolidated Financial Statements are adequate in light of the probable and estimable liabilities. However,there can be no assurances that the actual amounts required to satisfy alleged liabilities from various lawsuits, claims, legal proceedings and other matters,including60Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)the Fox River and Kalamazoo River environmental matters discussed in Note 9, "Commitments and Contingencies" and to comply with applicable laws andregulations, will not exceed the amounts reflected in NCR’s Consolidated Financial Statements or will not have a material adverse effect on the Company’sconsolidated results of operations, financial condition or cash flows. Any costs that may be incurred in excess of those amounts provided as of December 31,2017 cannot currently be reasonably determined or are not currently considered probable.Legal fees and expenses related to loss contingencies are typically expensed as incurred, except for certain costs associated with NCR’s environmentalremediation obligations. Costs and fees associated with litigating the extent and type of required remedial actions and the allocation of remediation costsamong potentially responsible parties are typically included in the measurement of the environmental remediation liabilities.Leases The Company accounts for material escalation clauses, free or reduced rents and landlord incentives contained in operating type leases on a straight-line basis over the lease term, including any reasonably assured lease renewals. For leasehold improvements that are funded by the landlord, the Companyrecords the incentive as deferred rent. The deferred rent is then amortized as reductions to lease expense over the lease term. For capital leases where NCR isthe lessee, we record an amortizable debt and a related fixed asset in the Consolidated Balance Sheet.Foreign Currency For many NCR international operations, the local currency is designated as the functional currency. Accordingly, assets and liabilities aretranslated into U.S. Dollars at year-end exchange rates, and revenue and expenses are translated at average exchange rates prevailing during the year.Currency translation adjustments from local functional currency countries resulting from fluctuations in exchange rates are recorded in other comprehensiveincome. Where the U.S. Dollar is the functional currency, remeasurement adjustments are recorded in other (expense), net.Derivative Instruments In the normal course of business, NCR enters into various financial instruments, including derivative financial instruments. TheCompany accounts for derivatives as either assets or liabilities in the Consolidated Balance Sheets at fair value and recognizes the resulting gains or losses asadjustments to earnings or other comprehensive income. For derivative instruments that are designated and qualify as hedging instruments, the Companyformally documents the relationship between hedging instruments and hedged items, as well as the risk management objective and strategy for undertakingvarious hedge transactions. Hedging activities are transacted only with highly rated institutions, reducing exposure to credit risk in the event ofnonperformance. Additionally, the Company completes assessments related to the risk of counterparty nonperformance on a regular basis.The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship,and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company hasdesignated the hedging instrument, based on the exposure being hedged, as a fair value hedge, a cash flow hedge or a hedge of a net investment in a foreignoperation. For derivative instruments designated as fair value hedges, the effective portion of the hedge is recorded as an offset to the change in the fair valueof the hedged item, and the ineffective portion of the hedge, if any, is recorded in the Consolidated Statement of Operations. For derivative instrumentsdesignated as cash flow hedges and determined to be highly effective, the gains or losses are deferred in other comprehensive income and recognized in thedetermination of income as adjustments of carrying amounts when the underlying hedged transaction is realized, canceled or otherwise terminated. Whenhedging certain foreign currency transactions of a long-term investment nature (net investments in foreign operations) gains and losses are recorded in thecurrency translation adjustment component of accumulated other comprehensive loss. Gains and losses on foreign exchange contracts that are not used tohedge currency transactions of a long-term investment nature, or that are not designated as cash flow or fair value hedges, are recognized in other (expense),net as exchange rates change.Fair Value of Assets and Liabilities Fair value is defined as an exit price, representing an amount that would be received to sell an asset or the amount paidto transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurementdetermined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, theguidance prioritizes the inputs used to measure fair value into the following three-tier fair value hierarchy:•Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities•Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets orliabilities in markets that are not active or inputs, other than quoted prices in active markets, that are observable either directly or indirectly•Level 3: Unobservable inputs for which there is little or no market data61Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair valuehierarchy classification on a quarterly basis. Changes to the observability of valuation inputs may result in a reclassification of levels for certain securitieswithin the fair value hierarchy.NCR measures its financial assets and financial liabilities at fair value based on one or more of the following three valuation techniques:•Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.•Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).•Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present valuetechniques, option pricing and excess earnings models).We regularly review our investments to determine whether a decline in fair value, if any, below the cost basis is other than temporary. If the decline in the fairvalue is determined to be other than temporary, the cost basis of the security is written down to fair value and the amount of the write-down is included in theConsolidated Statement of Operations. For qualifying investments in debt or equity securities, a temporary impairment charge would be recognized in othercomprehensive income (loss).Redeemable Noncontrolling Interests and Related Party Transactions In 2011, we sold a 49% voting equity interest in NCR Brasil - Indústria deEquipamentos para Automação S.A., a subsidiary of the Company (NCR Manaus) to Scopus Tecnologia Ltda. (Scopus). Under our investment agreementswith Scopus, Scopus may elect to sell its shares in NCR Manaus at the then-current fair value to a third party that is not a competitor of NCR. If Scopus isunable to locate a buyer, Scopus may require NCR to purchase its noncontrolling interest for its then-current fair value.We recognized $79 million, $82 million and $59 million in revenue related to Banco Bradesco SA (Bradesco), the parent of Scopus, for the years endedDecember 31, 2017, 2016 and 2015, respectively, and we had $18 million and $10 million in receivables outstanding from Bradesco as of December 31,2017 and 2016.Recent Accounting PronouncementsIssuedIn May 2014, the Financial Accounting Standards Board (FASB) issued a new revenue recognition standard that will supersede current revenue recognitionguidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in anamount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for the firstinterim period within annual periods beginning after December 15, 2017, which for NCR is the first quarter of 2018. We will adopt the standard using amodified retrospective approach with an adjustment to retained earnings for the cumulative effect of applying the standard to open contracts as of theadoption date.The Company has determined our new accounting policies related to the new standard and continues to evaluate the impact on the consolidated financialstatements and related disclosures. We continue to believe adoption of the standard will have the following impacts: •The new standard removes the current limitation on contingent revenue, and we expect that this may result in revenue being recognized earlier forcertain contracts containing multiple performance obligations.•The new standard modifies the accounting for the costs to obtain a contract, such as the capitalization and deferral of commission expenses, and weexpect that this will be a change to our current policy to expense as incurred for certain recurring revenue streams.We have designed, and are in the process of implementing, appropriate changes to our business processes, systems and controls to support revenuerecognition and the expanded qualitative and quantitative disclosures required under the new standard. In February 2016, the FASB issued a new leasing standard that will supersede current guidance related to accounting for leases. The guidance is intended toincrease transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing keyinformation about leasing arrangements. The standard will be effective for the first interim period within annual periods beginning after December 15, 2018,with early adoption permitted. The standard is62Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)required to be adopted using the modified retrospective approach. We are in the process of identifying and designing appropriate changes to our businessprocesses, systems and controls to support the new standard, and we are continuing to evaluate the impact of the standard on our consolidated financialstatements and related disclosures. At this time the Company cannot estimate the quantitative impact of adopting the new standard, but it is expected to havea material effect to the total assets and total liabilities reported on the consolidated balance sheet, and is not expected to have a material effect to theconsolidated statement of operations or the consolidated statement of cash flows. In August 2016, the FASB issued an accounting standards update which provides guidance regarding the classification of certain cashreceipts and cash payments on the statement of cash flows, where specific guidance is provided for issues not previously addressed. This guidance is effectivefor annual reporting periods, including interim reporting within those periods, beginning after December 15, 2017, with early adoption permitted, and isrequired to be adopted using a retrospective approach. The adoption of this accounting standard update is not expected to have a material effect on theCompany's statement of cash flows.In October 2016, the FASB issued an accounting standards update which requires the recognition of the income tax consequences of an intra-entity transferof an asset, other than inventory, when the transfer occurs. This standard is effective for interim and annual periods beginning after December 15, 2017. Earlyadoption is permitted. The adoption of this accounting standard update is not expected to have a material effect on the Company's net income, cash flows orfinancial condition.In November 2016, the FASB issued an accounting standards update which clarifies how entities should present restricted cash and restricted cashequivalents in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash andrestricted cash equivalents in the statement of cash flows. The accounting standard update is required to be adopted for annual periods beginning afterDecember 15, 2017, including interim periods within that annual period. The amendment is to be applied retrospectively with early adoption permitted. Theadoption of this accounting standard update is not expected to have a material effect on the Company's statement of cash flows.In January 2017, the FASB issued an accounting standards update which clarifies the definition of a business which is used across several areas ofaccounting. The area expected to see the most change is the evaluation of whether a transaction should be accounted for as an acquisition (or disposal) ofassets, or as a business combination. The new guidance clarifies that to be a business there must also be at least one substantive process, and narrows thedefinition of outputs by more closely aligning it with how outputs are described in the new revenue recognition standard. The accounting standard update isrequired to be adopted for annual periods beginning after December 15, 2017, including interim periods within that annual period. The amendment is to beapplied prospectively with early adoption permitted. We do not expect the adoption of this standard to have a material effect on our financial condition,results of operations or disclosures, as the standard applies only to businesses acquired after the adoption date.In January 2017, the FASB issued an accounting standards update with new guidance intended to simplify the subsequent measurement of goodwill. Thestandards update eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, anentity will perform its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recordingan impairment charge for the amount by which the carrying amount exceeds the fair value. The standards update is effective prospectively for annual andinterim goodwill impairment testing performed in fiscal years beginning after December 15, 2019. The adoption of this standards update is not expected tohave a material effect on our consolidated financial statements.In March 2017, the FASB issued an accounting standards update with new guidance on the employer's presentation of defined benefit retirement costs in theincome statement. Employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employeecompensation costs arising from services rendered during the period on a retrospective basis. Employers will present the other components of the net periodicbenefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented, on aretrospective basis. Only the service cost component will be eligible for capitalization in assets and should be applied on a prospective basis. The guidance iseffective for fiscal years beginning after December 15, 2017, and interim periods therein, with early adoption permitted. The adoption of this accountingstandard update is not expected to have a material effect on the Company's net income, cash flows or financial condition.In May 2017, the FASB issued an accounting standards update which clarifies when to account for a change to the terms or conditions of a share-basedpayment award as a modification. This update requires modification only if the fair value, vesting conditions or the classification of the award changes as aresult of the change in terms or conditions. This guidance is effective prospectively for fiscal years beginning after December 15, 2017, and interim periodstherein, with early adoption permitted. The63Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)adoption of this accounting standard update is not expected to have a material effect on the Company's net income, cash flows or financial condition.In August 2017, the FASB issued an accounting standards update which simplifies certain aspects of hedge accounting and improves disclosures of hedgingarrangements through the elimination of the requirement to separately measure and report hedge ineffectiveness. This update generally requires the entirechange in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item in order to align financial reporting ofhedge relationships with economic results. Entities must apply the amendments to cash flow and net investment hedge relationships that exist on the date ofadoption using a modified retrospective approach. The presentation and disclosure requirements must be applied prospectively. This guidance is effective forfiscal years beginning after December 15, 2018, and interim periods therein, with early adoption permitted. The adoption of this accounting standard updateis not expected to have a material effect on the Company's net income, cash flows or financial condition.In February 2018, the FASB issued an accounting standards update which will permit entities to reclassify tax effects stranded in accumulated othercomprehensive income as a result of tax reform to retained earnings. Entities can elect to apply the guidance retrospectively or in the period of adoption. Thisguidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein, with early adoption permitted. The adoption of thisaccounting standard update is not expected to have a material effect on the Company's net income, cash flows or financial condition.AdoptedIn March 2016, the FASB issued an accounting standards update that amended the accounting standard related to employee share-based payments. Theguidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additionalpaid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggeringliability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. Theadoption approach varies based on the amendment topic. As a result of the adoption, we recorded an adjustment of approximately $39 million to the January1, 2017 retained earnings balance to recognize federal tax credit carryforwards attributable to excess tax benefits on stock compensation that had not beenpreviously recognized to additional paid in capital. The Company also expects the new standard to have an on-going impact on the recording of excess taxbenefits and deficiencies in our consolidated balance sheets and consolidated statements of income and comprehensive income. However, the magnitude ofsuch impact is dependent upon our future grants of stock awards, our future stock price in relation to the fair value of awards on the grant date and theexercise behavior of stock option holders.2. BUSINESS COMBINATIONS AND DIVESTITURESInteractive Printer Solutions (IPS) DivestitureAs of December 31, 2015, we determined that it was probable that we would dispose of our Interactive Printer Solutions (IPS) business, which triggered animpairment assessment of the related assets which include long-lived assets and goodwill. The assets related to the IPS business were valued using a marketapproach based on an independent third-party market price. The assessment resulted in charges to reduce the carrying values of goodwill and property, plantand equipment, net by $16 million and $18 million, respectively, for a total charge of $34 million recorded in other (expense), net in the ConsolidatedStatements of Operations for the year ended December 31, 2015. On May 27, 2016, NCR completed the sale of all but the Middle East and Africa (MEA) assets of the IPS business to Atlas Holdings LLC for cashconsideration of $47 million. In connection with the sale, NCR agreed to provide Atlas Holdings with certain support services on a short-term basis followingthe closing under a transition services agreement. During the year ended December 31, 2016, a loss on sale of $2 million was recorded to other (expense), netin the Consolidated Statement of Operations.On December 21, 2017, NCR completed the sale of the MEA assets of the IPS business to Interactive Printer Solutions FZCO for cash consideration of $3million.64Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)3. GOODWILL AND PURCHASED INTANGIBLE ASSETSGoodwillThe carrying amounts of goodwill by segment are included in the tables below. Foreign currency fluctuations are included within other adjustments. January 1, 2017 December 31, 2017In millionsGoodwill AccumulatedImpairment Losses Total Additions Impairment Other Goodwill AccumulatedImpairment Losses TotalSoftware$1,930$(7)$1,923$—$—$14$1,944$(7)$1,937Services658—658———658—658Hardware162(16)146———162(16)146Total goodwill$2,750$(23)$2,727$—$—$14$2,764$(23)$2,741 January 1, 2016 December 31, 2016In millionsGoodwill AccumulatedImpairment Losses Total Additions Impairment Other Goodwill AccumulatedImpairment Losses TotalSoftware$1,936 $(7) $1,929 $9 $— $(15) $1,930 $(7) $1,923Services658 — 658 — — — 658 — 658Hardware162 (16) 146 — — — 162 (16) 146Total goodwill$2,756 $(23) $2,733 $9 $— $(15) $2,750 $(23) $2,727As discussed in Note 1, “Basis of Presentation and Significant Accounting Policies,” NCR completed the annual goodwill impairment test during the fourthquarter of 2017. The reporting unit with the lowest percentage by which the fair value exceeded the carrying value was the Hardware reporting unit, where theexcess of fair value over carrying value was approximately 20%. We are in the process of identifying initiatives to accelerate our transformation to improveprofitability in our Hardware segment through optimizing our production, sourcing and supply chain strategy.Purchased Intangible AssetsNCR’s purchased intangible assets were specifically identified when acquired, and are deemed to have finite lives. These assets are reported in intangibles,net in the Consolidated Balance Sheets. The gross carrying amount and accumulated amortization for NCR’s identifiable intangible assets were as set forth inthe table below: AmortizationPeriod(in Years) December 31, 2017 December 31, 2016In millions Gross CarryingAmount AccumulatedAmortization Gross CarryingAmount AccumulatedAmortizationIdentifiable intangible assets Reseller & customer relationships1 - 20 $659 $(170) $656 $(128)Intellectual property2 - 8 410 (351) 392 (302)Customer contracts8 89 (81) 89 (66)Tradenames2 - 10 73 (51) 73 (42)Total identifiable intangible assets $1,231 $(653) $1,210 $(538)The aggregate amortization expense (actual and estimated) for identifiable intangible assets for the following periods is: For the year ended December31, 2017 For the years ended December 31 (estimated)In millions 2018 2019 2020 2021 2022Amortization expense $115 $85 $75 $57 $49 $4565Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)4. SERIES A PREFERRED STOCKOn December 4, 2015, NCR issued 820,000 shares of Series A Convertible Preferred Stock to certain entities affiliated with the Blackstone Group L.P.(collectively, Blackstone) for an aggregate purchase price of $820 million, or $1,000 per share, pursuant to an Investment Agreement between the Companyand Blackstone, dated November 11, 2015. In connection with the issuance of the Series A Convertible Preferred Stock, the Company incurred direct andincremental expenses of $26 million, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. These direct andincremental expenses originally reduced the Series A Convertible Preferred Stock, and will be accreted through retained earnings as a deemed dividend fromthe date of issuance through the first possible known redemption date, March 16, 2024. During the twelve months ended December 31, 2017 and 2016, theCompany paid dividends-in-kind of $45 million and $47 million, respectively, associated with the Series A Convertible Preferred Stock. As of December 31,2017 and December 31, 2016, the Company had accrued dividends of $3 million, respectively, associated with the Series A Convertible Preferred Stock.There were no cash dividends declared during the twelve months ended December 31, 2017 or 2016.Under the Investment Agreement, Blackstone agreed not to sell or otherwise transfer its shares of Series A Convertible Preferred Stock (or any shares ofcommon stock issued upon conversion thereof) without the Company’s consent until June 4, 2017. In March 2017, we provided Blackstone with an earlyrelease from this lock-up, allowing Blackstone to sell approximately 49% of its shares of Series A Convertible Preferred Stock, and in return, Blackstoneagreed to amend the Investment Agreement to extend the lock-up on the remaining 51% of its shares of Series A Convertible Preferred Stock for six monthsuntil December 1, 2017.In connection with the early release of the lock-up, Blackstone offered for sale 342,000 shares of Series A Convertible Preferred Stock in an underwrittenpublic offering. In addition, Blackstone converted 90,000 shares of Series A Convertible Preferred Stock into shares of our common stock and we repurchasedthose shares of common stock for $48.47 per share. The underwritten offering and the stock repurchase were consummated on March 17, 2017.The repurchase of the common shares immediately upon conversion is considered a redemption of the related preferred shares. As a result, the excess of thefair value of consideration transferred over the carrying value, of $58 million, was included as a deemed dividend in adjusting the income from commonstockholders in calculating earnings per share for the twelve months ended December 31, 2017. Additionally, we determined that the changes to the lock-upperiod were considered a modification of the Series A Convertible Preferred Stock. The impact of the modification, calculated as the difference in the fairvalue immediately before and immediately after the changes, of $4 million, was included as a deemed dividend in adjusting the income from commonstockholders in calculating earnings per share for the twelve months ended December 31, 2017. This adjustment was recorded as an increase to the Series AConvertible Preferred Shares and will reduce the accretion of the direct and incremental expenses associated with the original offering as described above.Refer to Note 1, “Basis of Presentation and Significant Accounting Policies” for additional discussion.Dividend Rights The Series A Convertible Preferred Stock ranks senior to the shares of the Company’s common stock, with respect to dividend rights andrights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series AConvertible Preferred Stock has a liquidation preference of $1,000 per share. Holders of Series A Convertible Preferred Stock are entitled to a cumulativedividend at the rate of 5.5% per annum, payable quarterly in arrears and payable in-kind for the first sixteen dividend payments, after which, dividends willbe payable in cash or in-kind at the option of the Company. If the Company does not declare and pay a dividend, the dividend rate will increase to 8.0% perannum until all accrued but unpaid dividends have been paid in full. Dividends are paid in-kind, through the issuance of additional shares of Series AConvertible Preferred Stock, for the first sixteen dividend payment dates, after which dividends will be payable in cash or in-kind at the option of theCompany.Conversion Features The Series A Convertible Preferred Stock is convertible at the option of the holders at any time into shares of common stock at aconversion price of $30.00 per share and a conversion rate of 33.333 shares of common stock per share of Series A Convertible Preferred Stock. As ofDecember 31, 2017 and December 31, 2016, the maximum number of common shares that could be required to be issued upon conversion of the outstandingshares of Series A Convertible Preferred Stock was 27.5 million and 29.0 million shares, respectively. The conversion rate is subject to the followingcustomary anti-dilution and other adjustments:•the issuance of common stock as a dividend or the subdivision, combination, or reclassification of common stock into a greater or lesser number ofshares of common stock;66Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)•the dividend, distribution or other issuance of rights, options or warrants to holders of Common Stock entitling them to subscribe for or purchaseshares of common stock at a price per share that is less than the volume-weighted average price per share of common stock;•the completion of a tender offer or exchange offer of shares of common stock at a premium to the volume-weighted average price per share ofcommon stock and certain other above-market purchases of common stock;•the issuance of a dividend or similar distribution in-kind, which can include shares of any class of capital stock, evidences of the Company'sindebtedness, assets or other property or securities, to holders of common stock;•a transaction in which a subsidiary of the Company ceases to be a subsidiary of the Company as a result of the distribution of the equity interests ofthe subsidiary to the holders of the Company’s common stock; and•the payment of a cash dividend to the holders of common stock.At any time after December 4, 2018, all outstanding shares of Series A Convertible Preferred Stock are convertible at the option of the Company if thevolume-weighted average price of the common stock exceeds $54.00 for at least 30 trading days in any period of 45 consecutive trading days. The $54.00may be adjusted pursuant to the anti-dilution provisions above.The Series A Convertible Preferred Stock, and the associated dividends for the first sixteen payments, did not generate a beneficial conversion feature (BCF)upon issuance as the fair value of the Company's common stock was greater than the conversion price. The Company will determine and, if required, measurea BCF based on the fair value of our stock price on the date dividends are declared subsequent to the sixteenth dividend. If a BCF is recognized, a reductionto retained earnings and the Series A Convertible Preferred Stock will be recorded, and then subsequently accreted through the first redemption date.Additionally, the Company determined that the nature of the Series A Convertible Preferred Stock was more akin to an equity instrument and that theeconomic characteristics and risks of the embedded conversion options were clearly and closely related to the Series A Convertible Preferred Stock. As such,the conversion options were not required to be bifurcated from the host under ASC 815, Derivatives and Hedging.Redemption Rights On any date during the three months commencing on and immediately following March 16, 2024 and the three months commencing onand immediately following every third anniversary of March 16, 2024, holders of Series A Convertible Preferred Stock have the right to require the Companyto repurchase all or any portion of the Series A Convertible Preferred Stock at 100% of the liquidation preference thereof plus all accrued but unpaiddividends. Upon certain change of control events involving the Company, holders of Series A Convertible Preferred Stock can require the Company torepurchase, subject to certain exceptions, all or any portion of the Series A Convertible Preferred Stock at the greater of (1) an amount in cash equal to 100%of the liquidation preference thereof plus all accrued but unpaid dividends and (2) the consideration the holders would have received if they had convertedtheir shares of Series A Preferred Convertible Stock into common stock immediately prior to the change of control event.The Company has the right, upon certain change of control events involving the Company, to redeem the Series A Convertible Preferred Stock at the greaterof (1) an amount in cash equal to the sum of the liquidation preference of the Series A Convertible Preferred Stock, all accrued but unpaid dividends and thepresent value, discounted at a rate of 10%, of any remaining scheduled dividends through the fifth anniversary of the first dividend payment date, assumingthe Company chose to pay such dividends in cash (the "make-whole provision") and (2) the consideration the holders would have received if they hadconverted their shares of Series A Convertible Preferred Stock into common stock immediately prior to the change of control event.Since the redemption of the Series A Convertible Preferred Stock is contingently or optionally redeemable and therefore not certain to occur, the Series AConvertible Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A ConvertiblePreferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an eventthat is not solely within our control, we have classified the Series A Convertible Preferred Stock in mezzanine equity on the Consolidated Balance Sheets.As noted above, the Company determined that the nature of the Series A Convertible Preferred Stock was more akin to an equity instrument. However, theCompany determined that the economic characteristics and risks of the embedded put options, call option and make-whole provision were not clearly andclosely related to the Series A Convertible Preferred Stock. Therefore, the Company assessed the put and call options further, and determined they did notmeet the definition of a derivative under ASC 815, Derivatives and Hedging. Under the same analysis, the Company determined the make-whole provisiondid meet the definition of a derivative, but that the value of the derivative was minimal due to the expectations surrounding the scenarios under which thecall option and make-whole provision would be exercised.Voting Rights Holders of Series A Convertible Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis. Holders ofSeries A Convertible Preferred Stock are entitled to a separate class vote with respect to certain67Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)designees for election to the Company's Board of Directors, amendments to the Company’s organizational documents that have an adverse effect on theSeries A Convertible Preferred Stock and issuances by the Company of securities that are senior to, or equal in priority with, the Series A ConvertiblePreferred Stock.Registration Rights Holders of Series A Convertible Preferred Stock have certain customary registration rights with respect to the Series A ConvertiblePreferred Stock and the shares of common stock into which they are converted, pursuant to the terms of a registration rights agreement.5. DEBT OBLIGATIONSThe following table summarizes the Company's short-term borrowings and long-term debt: December 31, 2017 December 31, 2016In millions, except percentagesAmountWeighted-AverageInterest Rate AmountWeighted-AverageInterest RateShort-Term Borrowings Current portion of Senior Secured Credit Facility (1)$513.21% $452.88%Trade Receivables Securitization Facility— — Other (2)13.71% 57.41% Total short-term borrowings$52 $50 Long-Term Debt Senior Secured Credit Facility: Term loan facility (1)$7593.21% $8212.88% Revolving credit facility (1)— — Senior Notes: 5.00% Senior Notes due 2022600 600 4.625% Senior Notes due 2021500 500 5.875% Senior Notes due 2021400 400 6.375% Senior Notes due 2023700 700 Deferred financing fees(23) (29) Other (2)31.62% 96.64% Total long-term debt$2,939 $3,001 (1) Interest rates are weighted average interest rates as of December 31, 2017 and 2016.(2) Interest rates are weighted average interest rates as of December 31, 2017 and 2016 primarily related to various international credit facilities and a notepayable in the U.S.Senior Secured Credit Facility On March 31, 2016, the Company amended and restated its senior secured credit facility with and among certain foreignsubsidiaries of NCR (the Foreign Borrowers), the lenders party thereto and JPMorgan Chase Bank, NA (JPMCB) as the administrative agent, and refinancedits term loan facility and revolving credit facility thereunder (the Senior Secured Credit Facility). As of December 31, 2017, the Senior Secured Credit Facilityconsisted of a term loan facility with an aggregate principal amount outstanding of $810 million and a revolving credit facility with an aggregate principalamount of $1,100 million, of which zero was outstanding. The revolving credit facility also allows a portion of the availability to be used for outstandingletters of credit, and as of December 31, 2017, there were no letters of credit outstanding.Up to $400 million of the revolving credit facility is available to the Foreign Borrowers. Term loans were made to the Company in U.S. Dollars, and loansunder the revolving credit facility are available in U.S. Dollars, Euros and Pound Sterling.The outstanding principal balance of the term loan facility is required to be repaid in equal quarterly installments of approximately $11 million beginningJune 30, 2016, $17 million beginning June 30, 2018, and $23 million beginning June 30, 2019, with the balance being due at maturity on March 31, 2021.Borrowings under the revolving portion of the credit facility are due March 31, 2021. Amounts outstanding under the Senior Secured Credit Facility bearinterest at LIBOR (or, in the case of amounts denominated in Euros, EURIBOR), or, at NCR’s option, in the case of amounts denominated in U.S. Dollars, at abase rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) JPMCB’s “prime rate” and (c) the one-month LIBOR rate68Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)plus 1.00% (the Base Rate), plus, in each case, a margin ranging from 1.25% to 2.25% for LIBOR-based loans that are either term loans or revolving loans andEURIBOR-based revolving loans and ranging from 0.25% to 1.25% for Base Rate-based loans that are either term loans or revolving loans, in each case,depending on the Company’s consolidated leverage ratio. The terms of the Senior Secured Credit Facility also require certain other fees and payments to bemade by the Company, including a commitment fee on the undrawn portion of the revolving credit facility. The obligations of the Company and Foreign Borrowers under the Senior Secured Credit Facility are guaranteed by certain of the Company's wholly-owneddomestic subsidiaries. The Senior Secured Credit Facility and these guarantees are secured by a first priority lien and security interest in certain equityinterests owned by the Company and the guarantor subsidiaries in certain of their respective domestic and foreign subsidiaries, and a perfected first prioritylien and security interest in substantially all of the Company's U.S. assets and the assets of the guarantor subsidiaries, subject to certain exclusions. Thesesecurity interests would be released if the Company achieves an “investment grade” rating, and will remain released so long as the Company maintains thatrating.The Senior Secured Credit Facility includes affirmative and negative covenants that restrict or limit the ability of the Company and its subsidiaries to, amongother things, incur indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to the Company's business activities;make investments; sell or otherwise dispose of assets; engage in sale-leaseback or hedging transactions; repurchase stock, pay dividends or make similardistributions; repay other indebtedness; engage in certain affiliate transactions; or enter into agreements that restrict the Company's ability to create liens,pay dividends or make loan repayments. The Senior Secured Credit Facility also includes financial covenants that require the Company to maintain:•a consolidated leverage ratio on the last day of any fiscal quarter, not to exceed (i) in the case of any fiscal quarter ending on or prior toDecember 31, 2017, (a) the sum of 4.25 and an amount (not to exceed 0.50) to reflect debt used to reduce NCR’s unfunded pension liabilities to(b) 1.00, (ii) in the case of any fiscal quarter ending after December 31, 2017 and on or prior to December 31, 2019, (a) the sum of 4.00 and anamount (not to exceed 0.50) to reflect debt used to reduce NCR’s unfunded pension liabilities to (b) 1.00, and (iii) in the case of any fiscal quarterending after December 31, 2019, the sum of (a) 3.75 and an amount (not to exceed 0.50) to reflect debt used to reduce NCR’s unfunded pensionliabilities to (b) 1.00; and•an interest coverage ratio on the last day of any fiscal quarter greater than or equal to 3.50 to 1.00.At December 31, 2017, the maximum consolidated leverage ratio under the Senior Secured Credit Facility was 4.35 to 1.00.The Senior Secured Credit Facility also includes provisions for events of default, which are customary for similar financings. Upon the occurrence of an eventof default, the lenders may, among other things, terminate the loan commitments, accelerate all loans and require cash collateral deposits in respect ofoutstanding letters of credit. If the Company is unable to pay or repay the amounts due, the lenders could, among other things, proceed against the collateralgranted to them to secure such indebtedness.The Company may request, at any time and from time to time, but the lenders are not obligated to fund, the establishment of one or more incremental termloans and/or revolving credit facilities (subject to the agreement of existing lenders or additional financial institutions to provide such term loans and/orrevolving credit facilities) with commitments in an aggregate amount not to exceed the greater of (i) $150 million, and (ii) such amount as would not (a) priorto the date that the Company obtains an investment grade rating cause the leverage ratio under the Senior Secured Credit Facility, calculated on a pro formabasis including the incremental facility and assuming that it and the revolver are fully drawn, to exceed 2.50 to 1.00, and (b) on and after the date that theCompany obtains an "investment grade" rating cause the leverage ratio under the Senior Secured Credit Facility, calculated on a pro forma basis includingthe incremental facility and assuming that it and the revolver are fully drawn, to exceed a ratio that is 0.50 less than the leverage ratio then applicable underthe financial covenants of the Senior Secured Credit Facility, the proceeds of which can be used for working capital requirements and other general corporatepurposes.Senior Unsecured Notes On September 17, 2012, the Company issued $600 million aggregate principal amount of 5.00% senior unsecured notes due in 2022(the 5.00% Notes). The 5.00% Notes were sold at 100% of the principal amount and will mature on July 15, 2022. On December 18, 2012, the Companyissued $500 million aggregate principal amount of 4.625% senior unsecured notes due in 2021 (the 4.625% Notes). The 4.625% Notes were sold at 100% ofthe principal amount and will mature on February 15, 2021. On December 19, 2013, the Company issued $400 million aggregate principal amountof 5.875% senior unsecured notes due in 2021 (the 5.875% Notes) and $700 million aggregate principal amount of 6.375% senior unsecured notes due in2023 (the 6.375% Notes), the proceeds of which were used solely for the acquisition of Digital Insight. The 5.875% Notes were sold at 100% of the principalamount and will mature on December 15, 2021 and the 6.375% Notes were sold at 100% of the principal amount and will mature on December 15, 2023. Thesenior unsecured notes are guaranteed, fully and unconditionally, on an unsecured69Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)senior basis, by our 100% owned subsidiary, NCR International, Inc. Under the indentures for these notes, the Company has the option to redeem each seriesof notes, in whole or in part, at various times for specified prices, plus accrued and unpaid interest. Under the indentures for these notes, the Company has theoption to redeem each series of notes, in whole or in part, at various times for specified prices, plus accrued and unpaid interest.The Company has the option to redeem the 5.00% Notes, in whole or in part, at any time on or after July 15, 2017, at a redemption price of 102.500%,101.667%, 100.833% and 100.000% during the 12-month periods commencing on July 15, 2017, 2018, 2019 and 2020 and thereafter, respectively, plusaccrued and unpaid interest to the redemption date.The Company has the option to redeem the 4.625% Notes, in whole or in part, at any time on or after February 15, 2017, at a redemption price of 102.313%,101.156% and 100% during the 12-month periods commencing on February 15, 2017, 2018 and 2019 and thereafter, respectively, plus accrued and unpaidinterest to the redemption date.The Company has the option to redeem the 5.875% Notes, in whole or in part, at any time on or after December 15, 2017, at a redemption priceof 102.938%, 101.469% and 100% during the 12-month periods commencing on December 15, 2017, 2018 and 2019 and thereafter, respectively, plusaccrued and unpaid interest to the redemption date.The Company has the option to redeem the 6.375% Notes, in whole or in part, at any time on or after December 15, 2018, at a redemption priceof 103.188%, 102.125%, 101.063% and 100% during the 12-month periods commencing on December 15, 2018, 2019, 2020 and 2021 and thereafter,respectively, plus accrued and unpaid interest to the redemption date. Prior to December 15, 2018, the Company may redeem the 6.375% Notes, in whole orin part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date.The terms of the indentures for these notes limit the ability of the Company and certain of its subsidiaries to, among other things, incur additional debt orissue redeemable preferred stock; pay dividends or make certain other restricted payments or investments; incur liens; sell assets; incur restrictions on theability of the Company's subsidiaries to pay dividends to the Company; enter into affiliate transactions; engage in sale and leaseback transactions; andconsolidate, merge, sell or otherwise dispose of all or substantially all of the Company's or such subsidiaries' assets. These covenants are subject to significantexceptions and qualifications. For example, if these notes are assigned an "investment grade" rating by Moody's or S&P and no default has occurred or iscontinuing, certain covenants will be terminated.Trade Receivables Securitization Facility In November 2014, the Company established a revolving trade receivables securitization facility (the A/R Facility)with PNC Bank, National Association (PNC) as the administrative agent, and various lenders. In November 2016, the Company amended the A/R Facility toextend the maturity date to November 2018. The A/R Facility provides for up to $200 million in funding based on the availability of eligible receivables andother customary factors and conditions. Under the A/R Facility, NCR sells and/or contributes certain of its U.S. trade receivables to a wholly-owned, bankruptcy-remote subsidiary as they areoriginated, and advances by the lenders to that subsidiary are secured by those trade receivables. The assets of this financing subsidiary are restricted ascollateral for the payment of its obligations under the A/R Facility, and its assets and credit are not available to satisfy the debts and obligations owed to thecreditors of the Company. The Company includes the assets, liabilities and results of operations of this financing subsidiary in its consolidated financialstatements. The financing subsidiary owned $491 million and $426 million of outstanding accounts receivable as of December 31, 2017 and 2016,respectively, and these amounts are included in accounts receivable, net in the Company’s Consolidated Balance Sheets.The financing subsidiary will pay annual commitment and other customary fees to the lenders, and advances by a lender under the A/R Facility will accrueinterest (i) at a reserve-adjusted LIBOR rate or a base rate equal to the highest of (a) the applicable lender’s prime rate or (b) the federal funds rate plus 0.50%,if the lender is funding as a committed lender under the terms of the A/R Facility, or (ii) based on commercial paper interest rates if the lender is funding as acommercial paper conduit lender. Advances may be prepaid at any time without premium or penalty.The A/R Facility contains various customary affirmative and negative covenants and default and termination provisions which provide for the acceleration ofthe advances under the A/R Facility in circumstances including, but not limited to, failure to pay interest or principal when due, breach of representation,warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other materialindebtedness.Debt Maturities Maturities of debt outstanding, in principal amounts, at December 31, 2017 are summarized below:70Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued) For the years ended December 31 In millions Total 2018 2019 2020 2021 2022 ThereafterDebt maturities $3,014 $52 $84 $90 $1,485 $600 $703Fair Value of Debt The Company utilized Level 2 inputs, as defined in the fair value hierarchy, to measure the fair value of the long-term debt, which, as ofDecember 31, 2017 and 2016 was $3.07 billion and $3.16 billion, respectively. Management's fair value estimates were based on quoted prices for recenttrades of NCR’s long-term debt, quoted prices for similar instruments, and inquiries with certain investment communities. 6. INCOME TAXESOn December 22, 2017, the U.S. enacted comprehensive and complex tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (“U.S. TaxReform”). The legislation included changes that impacted 2017, including but not limited to, a permanent reduction in the corporate tax rate to 21% and aone-time mandatory tax on certain undistributed earnings of foreign subsidiaries (“repatriation tax”).U.S. Tax Reform also puts in place several new tax laws that are generally effective prospectively from January 1, 2018, including but not limited to: a baseerosion and anti-abuse tax; elimination of U.S. federal taxes on substantially all dividends from foreign subsidiaries; a lower U.S. tax rate on certain revenuesfrom sources outside the U.S.; and, implementation of a new provision to tax certain global intangible low-taxed income of foreign subsidiaries.U.S. GAAP generally requires that the overall impact of tax legislation is recorded in the quarter of enactment. However, given the fundamental complexity ofU.S. Tax Reform, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118) that allows the Company to record provisional amounts for the impactsof the legislation, with the requirement that the accounting be completed in a period not to exceed one year from the date of enactment of the legislation. Asof December 31, 2017, the Company has not completed the accounting in its entirety for the tax effects of the legislation. However, the Company was able tomake a reasonable estimate of the impact of U.S. Tax Reform and we have recorded a provisional tax expense of $130 million in the year ended December 31,2017. This provisional tax expense includes a $94 million tax expense to remeasure the net U.S. deferred tax assets to the newly enacted 21% corporateincome tax rate. We believe this calculation is complete except for changes in estimates that can result from finalizing the filing of our 2017 U.S. corporateincome tax return, as well as changes that may be a direct impact of other provisional amounts recorded due to the enactment of U.S. Tax Reform. The netprovisional tax expense also includes a $36 million tax expense related to the repatriation tax. We believe that our preliminary calculations result in areasonable estimate of the repatriation tax and related foreign tax credits and, as such, have included those amounts in our year-end income tax provision. Asthe analysis of accumulated foreign earnings and profits, related foreign tax paid, and state tax consequences are completed, we will update our provisionalestimate of the repatriation tax in future periods. The Company continues to evaluate the realizability of deferred tax assets for foreign tax credit carryforwards under U.S. Tax Reform. Due to the complexityassociated with changes to the foreign tax credit laws, we have determined that the accounting is incomplete pursuant to SAB 118 and we have reverted totax law that existed prior to U.S. Tax Reform. Specifically, we are still evaluating the impact on our future foreign tax credit limitations for our branches andother foreign tax credit carryforwards when applying new laws incorporated within U.S. Tax Reform. Based on prior law that existed before U.S. Tax Reform,the Company concluded that its available foreign tax credits are fully realizable.We also continue to evaluate our intention concerning future repatriation of earnings from our foreign subsidiaries; however, due to the inability to evaluatethe overall impact of U.S. Tax Reform to our organization, we have determined that the accounting is incomplete pursuant to SEC guidance and we havereverted to tax law that existed prior to U.S. Tax Reform. As such, NCR did not provide for additional U.S. income tax or foreign withholding taxes, if any,beyond the repatriation tax in 2017, on approximately $2.5 billion of undistributed earnings of its foreign subsidiaries as such earnings are intended to bereinvested indefinitely unless it is determined future repatriation would give rise to little or no net tax costs. Due to the complexities in the tax laws, theassumptions that we would have to make and the availability and calculation of associated foreign tax credits, it is not practicable to determine the amount ofthe related unrecognized deferred income tax liability associated with these undistributed earnings.Completion of our accounting concerning future repatriation of earnings from our foreign subsidiaries and the realizability of foreign tax credits could leadto a material increase or decrease in our effective tax rate during 2018.For the years ended December 31, income (loss) from continuing operations before income taxes consisted of the following:71Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)In millions 2017 2016 2015Income (loss) before income taxes United States $149 $35 $(24)Foreign 333 344 (71)Total income (loss) from continuing operations before income taxes $482 $379 $(95)For the years ended December 31, income tax expense (benefit) consisted of the following:In millions 2017 2016 2015Income tax expense (benefit) Current Federal $14 $18 $(7)State 2 4 1Foreign 54 60 37Deferred Federal 178 12 23State (3) 1 (6)Foreign (3) (3) 7Total income tax expense (benefit) $242 $92 $55The following table presents the principal components of the difference between the effective tax rate and the U.S. federal statutory income tax rate for theyears ended December 31:In millions 2017 2016 2015Income tax expense (benefit) at the U.S. federal tax rate of 35% $169 $133 $(33)Foreign income tax differential (38) (26) 33U.S. permanent book/tax differences 2 — (5)Tax audit settlements — — (10)Change in liability for unrecognized tax benefits (2) (12) (7)Nondeductible transaction costs — — (1)Goodwill impairment — — 5U.S. valuation allowance — — (3)U.S. manufacturing deduction (9) (7) —Settlement of UK London pension plan — — 77U.S. Tax Reform 130 — —Employee share-based payments (8) — —Other, net (2) 4 (1)Total income tax expense (benefit) $242 $92 $55NCR's tax provisions include a provision for income taxes in certain tax jurisdictions where its subsidiaries are profitable, but reflect only a portion of the taxbenefits related to certain foreign subsidiaries' tax losses due to the uncertainty of the ultimate realization of future benefits from these losses. During 2017,the tax rate was impacted by a provisional charge of $130 million relating to U.S. Tax Reform. During 2016, the tax rate was impacted by a less favorable mixof earnings, primarily driven by actuarial pension losses in foreign jurisdictions with valuation allowance against deferred tax assets. During 2015, there wasno tax benefit recorded on the $427 million charge related to the settlement of the UK London pension plan due to a valuation allowance against deferred taxassets in the United Kingdom. Refer to Note 8, “Employee Benefit Plans” for additional discussion on the settlement of the UK London pension plan.Additionally, we favorably settled examinations with Canada for tax years 2002 through 2006 that resulted in a tax benefit of $10 million.72Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of adeferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based onthe evaluation of positive and negative evidence. This evidence includes historical taxable income/loss, projected future taxable income, the expectedtiming of the reversal of existing temporary differences and the implementation of tax planning strategies. Given current earnings and anticipated futureearnings at certain subsidiaries, the Company believes that there is a reasonable possibility sufficient positive evidence may become available that wouldallow the release of a valuation allowance within the next twelve months.Deferred income tax assets and liabilities included in the Consolidated Balance Sheets as of December 31 were as follows:In millions 2017 2016Deferred income tax assets Employee pensions and other benefits $230 $313Other balance sheet reserves and allowances 185 251Tax loss and credit carryforwards 525 578Capitalized research and development 50 99Property, plant and equipment 6 6Other 27 38Total deferred income tax assets 1,023 1,285Valuation allowance (415) (445)Net deferred income tax assets 608 840Deferred income tax liabilities Intangibles 129 239Capitalized software 27 43Other 16 7Total deferred income tax liabilities 172 289Total net deferred income tax assets $436 $551NCR recorded valuation allowances related to certain deferred income tax assets due to the uncertainty of the ultimate realization of the future benefits fromthose assets. The valuation allowances cover deferred tax assets, primarily tax loss carryforwards, in tax jurisdictions where there is uncertainty as to theultimate realization of a benefit from those tax losses. If we are unable to generate sufficient future taxable income in the time period within which thetemporary differences underlying our deferred tax assets become deductible, or before the expiration of our loss and credit carryforwards, additional valuationallowance could be required.As of December 31, 2017, NCR had U.S. federal, U.S. state (tax effected), and foreign tax attribute carryforwards of approximately $1.5 billion. The netoperating loss carryforwards that are subject to expiration will expire in the years 2018 through 2036. This includes U.S. tax credit carryforwards of $179million. Approximately $21 million of the credit carryforwards do not expire, and $158 million of the credit carryforwards expire in the years 2018 through2037. As a result of stock ownership changes our U.S. tax attributes could be subject to limitations under Section 382 of the U.S. Internal Revenue Code of1986, as amended, if further material stock ownership changes occur.The aggregate changes in the balance of our gross unrecognized tax benefits were as follows for the years ended December 31:In millions 2017 2016 2015Gross unrecognized tax benefits - January 1 $183 $209 $248Increases related to tax positions from prior years 3 3 17Decreases related to tax positions from prior years (1) (34) (37)Increases related to tax provisions taken during the current year 23 23 35Settlements with tax authorities (4) (6) (33)Lapses of statutes of limitation (8) (12) (21)Total gross unrecognized tax benefits - December 31 $196 $183 $20973Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Of the total amount of gross unrecognized tax benefits as of December 31, 2017, $97 million would affect NCR’s effective tax rate if realized. The Company’sliability arising from uncertain tax positions is recorded in income tax accruals and other current liabilities in the Consolidated Balance Sheets.We recognized interest and penalties associated with uncertain tax positions as part of the provision for income taxes in our Consolidated Statements ofOperations of $2 million of expense, zero, and $4 million of benefit for the years ended December 31, 2017, 2016, and 2015, respectively. The gross amountof interest and penalties accrued as of December 31, 2017 and 2016 was $45 million and $41 million, respectively.In the U.S., NCR files consolidated federal and state income tax returns where statutes of limitations generally range from three to five years. The Companyresolved examinations for the tax years of 2009 and 2010 with the IRS in 2014, and U.S. federal tax years remain open from 2011 forward. In 2014, the IRScommenced an examination of our 2011, 2012, and 2013 income tax returns, which is ongoing. Years beginning on or after 2001 are still open toexamination by certain foreign taxing authorities, including India, Korea, and other major taxing jurisdictions.During 2018, the Company expects to resolve certain tax matters related to U.S. and foreign jurisdictions. As of December 31, 2017, we estimate that it isreasonably possible that unrecognized tax benefits may decrease by $35 million to $40 million in the next 12 months due to the resolution of these taxmatters.7. STOCK COMPENSATION PLANSThe Company recognizes all share-based payments as compensation expense in its financial statements based on their fair value.As of December 31, 2017, the Company’s stock-based compensation consisted of restricted stock units and an insignificant amount of stock options. TheCompany recorded stock-based compensation expense for the years ended December 31 as follows:In millions2017 2016 2015Restricted stock units$73 $61 $42Employee stock purchase plan4 — —Stock-based compensation expense77 61 42Tax benefit(22) (18) (13)Total stock-based compensation (net of tax)$55 $43 $29Approximately 25 million shares remain authorized to be issued under the 2013 Stock Incentive Plan (SIP). Details of the Company's stock-basedcompensation plans are discussed below.Restricted Stock UnitsThe SIP provides for the grant of several different forms of stock-based compensation, including restricted stock units. Restricted stock units can haveservice-based and/or performance-based vesting with performance goals being established by the Compensation and Human Resource Committee of theCompany’s Board of Directors. Any grant of restricted stock units is generally subject to a vesting period of 12 months to 48 months, to the extent permittedby the SIP. Performance-based grants conditionally vest upon achievement of future performance goals based on performance criteria such as the Company’sachievement of specific return on capital and/or other financial metrics (as defined in the SIP) during the performance period. Performance-based grants mustbe earned, based on performance, before the actual number of shares to be awarded is known. The Compensation and Human Resource Committee considersthe likelihood of meeting the performance criteria based upon estimates and other relevant data, and certifies performance based on its analysis ofachievement against the performance criteria. A recipient of restricted stock units does not have the rights of a stockholder and is subject to restrictions ontransferability and risk of forfeiture. Other terms and conditions applicable to any award of restricted stock units will be determined by the Compensation andHuman Resource Committee and set forth in the agreement relating to that award.The following table reports restricted stock unit activity during the year ended December 31, 2017:74Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Shares in thousands Number of Units Weighted Average Grant-Date FairValue per UnitUnvested shares as of January 1 7,469 $24.70Shares granted 2,211 $46.95Shares vested (1,989) $30.23Shares forfeited (533) $28.12Unvested shares as of December 31 7,158 $29.78Stock-based compensation expense is recognized in the financial statements based upon fair value. The total fair value of units vested and distributed in theform of NCR common stock was $87 million in 2017, $42 million in 2016, and $44 million in 2015. As of December 31, 2017, there was $98 million ofunrecognized compensation cost related to unvested restricted stock unit grants. The unrecognized compensation cost is expected to be recognized over aremaining weighted-average period of 0.9 years. The weighted average grant date fair value for restricted stock unit awards granted in 2016 and 2015 was$20.45 and $29.40, respectively.The following table represents the composition of restricted stock unit grants in 2017:Shares in thousands Number of Units Weighted Average Grant-Date FairValueService-based units 1,030 $46.80Performance-based units 1,181 $47.08Total restricted stock units 2,211 $46.95At December 31, 2017, certain of the performance-based shares granted in 2017 were not probable of vesting.During the first quarter of 2016, the Compensation and Human Resource Committee approved a special multi-year equity grant to a limited group of seniorexecutives of the Company. These awards were performance based price-contingent restricted stock units with a performance period of 60 months. Vesting ofthese units is dependent upon the achievement of target stock prices established by the Compensation and Human Resource Committee, which have sincebeen achieved, and service conditions. The Company estimated the fair value and derived service period using the Monte Carlo simulation option-pricingmodel. The Company amortizes the fair value of these awards over the explicit service period of 36 to 48 months, which was longer than the derived serviceperiod, adjusted for estimated forfeitures. Provided that the explicit service period is rendered, the total fair value of the price-contingent restricted stock unitsat the date of grant is recognized as compensation expense even if the market condition is not achieved. However, the number of units that ultimately vestcan vary significantly with the performance of the specified market criteria.The weighted-average assumptions used and the resulting estimates of fair value related to the multi-year equity grants described above were as follows: Twelve months ended December 31,2016Expected volatility33.9%Expected dividend yield—Risk-free rate1.21%Weighted average fair value per share$14.93Expected volatility is based on the historical volatility derived from NCR stock price movements over the last 60 months. The risk-free interest rate wasbased upon the U.S. Treasury yield curve in effect at the time of grant with a remaining term of 60 months.Employee Stock Purchase PlanEffective January 1, 2017, the Company amended its Employee Stock Purchase Plan ("ESPP") to provide employees a 15% discount on stock purchases usinga three-month look-back feature where the discount is applied to the stock price that represents75Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)the lower of NCR’s closing stock price on either the first day or the last day of each calendar quarter. Participants can contribute between 1% and 10% of theircompensation.Employees purchased approximately 0.5 million shares in 2017, 0.3 million shares in 2016, and 0.3 million shares in 2015, for approximately $15 million in2017, $7 million in 2016 and $7 million in 2015. A total of 4 million shares were originally authorized to be issued under the ESPP. In 2016, NCRstockholders approved our amended ESPP to be effective January 1, 2017. Under the amended ESPP, 10 million shares were newly authorized to be issued,plus any shares remaining unissued under the prior ESPP after the last 2016 purchase date. Approximately 10.4 million authorized shares remain unissuedunder our amended ESPP as of December 31, 2017.Stock OptionsThe SIP also provides for the grant of stock options to purchase shares of NCR common stock. The Compensation and Human Resource Committee hasdiscretion to determine the material terms and conditions of option awards under the SIP, provided that (i) the exercise price must be no less than the fairmarket value of NCR common stock (defined as the closing price) on the date of grant, (ii) the term must be no longer than ten years, and (iii) in no eventshall the normal vesting schedule provide for vesting in less than one year. Other terms and conditions of an award of stock options will be determined by theCompensation and Human Resource Committee as set forth in the agreement relating to that award. The Compensation and Human Resource Committee hasauthority to administer the SIP, except that the Committee on Directors and Governance of the Company’s Board of Directors will administer the SIP withrespect to non-employee members of the Board of Directors. New shares of the Company’s common stock are issued as a result of stock option exercises.Stock-based compensation expense for options was computed using the Black-Scholes option-pricing model. During the years ended December 31, 2017,2016 and 2015, the Company did not grant a significant amount of stock options.The following table summarizes the Company’s stock option activity for the year ended December 31, 2017:Shares in thousands Shares Under Option Weighted AverageExercise Price perShare Weighted AverageRemainingContractual Term (inyears) Aggregate IntrinsicValue(in millions)Outstanding as of January 1 629 $17.69 Granted — $— Exercised (117) $20.48 Forfeited or expired (37) $21.54 Outstanding as of December 31 475 $16.70 1.87 $8.2Fully vested and expected to vest as of December 31 475 $16.70 1.87 $8.2Exercisable as of December 31 475 $16.70 1.87 $8.2The total intrinsic value of all options exercised was $3 million in 2017, $6 million in 2016, and $6 million in 2015. Cash received from option exercisesunder all share-based payment arrangements was $2 million in 2017, $8 million in 2016, and $8 million in 2015. The tax benefit realized from theseexercises was $1 million in 2017, $2 million in 2016, and $2 million in 2015.8. EMPLOYEE BENEFIT PLANSPension, Postretirement and Postemployment Plans NCR sponsors defined benefit pension plans. NCR’s U.S. pension plan no longer offers additionalbenefits and is closed to new participants. Internationally, the defined benefit plans are based primarily upon compensation and years of service. Certaininternational plans also no longer offer additional benefits and are closed to new participants. NCR’s funding policy is to contribute annually no less than theminimum required by applicable laws and regulations. Assets of NCR’s defined benefit plans are primarily invested in corporate and government debtsecurities, common and commingled trusts, publicly traded common stocks, real estate investments, and cash or cash equivalents.NCR recognizes the funded status of each applicable plan on the Consolidated Balance Sheets. Each overfunded plan is recognized as an asset and eachunderfunded plan is recognized as a liability. For pension plans, changes in the fair value of plan assets and net actuarial gains or losses are recognized uponremeasurement, which is at least annually in the fourth quarter of each year. For76Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)postretirement and postemployment plans, changes to the funded status are recognized as a component of other comprehensive loss in stockholders' equity.NCR sponsors a U.S. postretirement benefit plan that no longer offers benefits to U.S. participants who had not reached a certain age and years of service withNCR. The plan provides medical care benefits to retirees and their eligible dependents. 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 thesebenefits on a pay-as-you-go basis.NCR offers various postemployment benefits to involuntarily terminated and certain inactive employees after employment but before retirement. Thesebenefits are paid in accordance with NCR’s established postemployment benefit practices and policies. Postemployment benefits include mainly severance aswell as continuation of healthcare benefits and life insurance coverage while on disability. NCR provides appropriate accruals for these postemploymentbenefits. These postemployment benefits are funded on a pay-as-you-go basis.Pension Plans Reconciliation of the beginning and ending balances of the benefit obligations for NCR's pension plans are as follows: U.S. Pension Benefits International Pension Benefits Total Pension BenefitsIn millions 2017 2016 2017 2016 2017 2016Change in benefit obligation Benefit obligation as of January 1 $2,185 $2,155 $1,172 $1,159 $3,357 $3,314Net service cost — — 8 7 8 7Interest cost 71 90 20 28 91 118Actuarial loss 121 53 43 174 164 227Benefits paid (427) (113) (75) (75) (502) (188)Plan participant contributions — — 1 1 1 1Currency translation adjustments — — 104 (122) 104 (122)Benefit obligation as of December 31 $1,950 $2,185 $1,273 $1,172 $3,223 $3,357Accumulated benefit obligation as of December 31 $1,950 $2,185 $1,262 $1,162 $3,212 $3,347A reconciliation of the beginning and ending balances of the fair value of the plan assets of NCR's pension plans are as follows: U.S. Pension Benefits International Pension Benefits Total Pension BenefitsIn millions 2017 2016 2017 2016 2017 2016Change in plan assets Fair value of plan assets as of January 1 $1,722 $1,726 $978 $1,009 $2,700 $2,735Actual return on plan assets 149 109 80 136 229 245Company contributions — — 25 31 25 31Benefits paid (427) (113) (75) (75) (502) (188)Currency translation adjustments — — 77 (124) 77 (124)Plan participant contributions — — 1 1 1 1Fair value of plan assets as of December 31 $1,444 $1,722 $1,086 $978 $2,530 $2,700The following table presents the funded status and the reconciliation of the funded status to amounts recognized in the Consolidated Balance Sheets and inaccumulated other comprehensive loss as of December 31:77Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued) U.S. Pension Benefits International Pension Benefits Total Pension BenefitsIn millions 2017 2016 2017 2016 2017 2016Funded Status $(506) $(463) $(187) $(194) $(693) $(657)Amounts recognized in the Consolidated Balance Sheets Noncurrent assets $— $— $118 $94 $118 $94Current liabilities — — (13) (12) (13) (12)Noncurrent liabilities (506) (463) (292) (276) (798) (739)Net amounts recognized $(506) $(463) $(187) $(194) $(693) $(657)Amounts recognized in accumulated other comprehensiveloss Prior service cost — — 18 15 18 15Total $— $— $18 $15 $18 $15For pension plans with accumulated benefit obligations in excess of plan assets, the projected benefit obligation, accumulated benefit obligation and fairvalue of assets were $2,229 million, $2,223 million, and $1,446 million, respectively, as of December 31, 2017, and $2,711 million, $2,702 million and$1,991 million, respectively, as of December 31, 2016.The net periodic benefit (income) cost of the pension plans for the years ended December 31 was as follows:In millionsU.S. Pension Benefits International Pension Benefits Total Pension Benefits2017 2016 2015 2017 2016 2015 2017 2016 2015Net service cost$— $— $— $8 $7 $12 $8 $7 $12Interest cost71 90 87 20 28 42 91 118 129Expected return on plan assets(57) (72) (72) (35) (36) (60) (92) (108) (132)Amortization of prior service cost— — — 1 1 1 1 1 1Curtailment— — — — — (2) — — (2)Settlement— — — — — 427 — — 427Actuarial loss28 16 27 — 69 2 28 85 29Net periodic benefit (income) cost$42 $34 $42 $(6) $69 $422 $36 $103 $464During 2017, the Company offered a voluntary lump sum payment option to certain former employees who were deferred vested participants of theCompany's U.S. pension plan who had not yet started monthly payments of their pension benefit. The voluntary lump sum payment offer, which resulted inapproximately $130 million being paid out of plan assets, was completed during the fourth quarter of 2017. Additionally, during 2017, the Company enteredinto a single premium group annuity contract to secure approximately $190 million of benefits for former employees or their related beneficiaries whosemonthly pension benefit amount under the Company’s U.S. pension plan was $500 or less. These actions were completed during the fourth quarter of 2017which resulted in an actuarial gain of $25 million and is reflected as a component of the actuarial loss as a result of the annual remeasurement completed inthe fourth quarter of 2017.Effective January 1, 2017, we changed the method used to estimate the service and interest components of net periodic benefit cost for our significantpension plans where yield curves are available. Previously, we estimated such cost components utilizing a single weighted-average discount rate derivedfrom the yield curve used to measure the pension benefit obligation. The new methodology utilizes a full yield curve approach by applying the specific spotrates along the yield curve used in the determination of the pension benefit obligation to their underlying projected cash flows and provides a more precisemeasurement of service and interest costs by improving the correlation between projected cash flows and their corresponding spot rates. This change does notaffect the measurement of our total benefit obligation and was applied prospectively as a change in estimate, beginning January 1, 2017.78Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)In November 2013, the trustees of the NCR Pension Plan (UK London) entered into an agreement with Pension Insurance Corporation (PIC) to purchase, as aplan asset, an insurance policy with PIC to facilitate the wind-up and buy-out of the pension plan. NCR Limited, a UK subsidiary of the Company, was theprincipal employer of the pension plan which had approximately 5,400 participants. During the second quarter of 2015, the Company completed the transferof the UK London pension plan to PIC by issuing individual insurance policies. As a result of the transfer, for the the year ended December 31, 2015, theCompany recorded a settlement loss of $427 million in the Consolidated Statement of Operations as well as an offsetting decrease to prepaid pension costs inthe Consolidated Balance Sheet.The weighted average rates and assumptions used to determine benefit obligations as of December 31 were as follows: U.S. Pension Benefits International Pension Benefits Total Pension Benefits 2017 2016 2017 2016 2017 2016Discount rate 3.6% 4.1% 1.9% 1.9% 2.9% 3.3%Rate of compensation increase N/A N/A 0.9% 0.9% 0.9% 0.9%The weighted average rates and assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows: U.S. Pension Benefits International Pension Benefits Total Pension Benefits 2017 2016 2015 2017 2016 2015 2017 2016 2015Discount rate - Service Cost N/A N/A N/A 1.4% 2.6% 2.9% 1.4% 2.6% 2.9%Discount rate - Interest Cost 3.4% 4.3% 4.0% 1.6% 2.6% 2.9% 2.8% 3.7% 3.5%Expected return on plan assets 3.5% 4.3% 4.0% 3.5% 3.8% 3.8% 3.5% 4.1% 3.9%Rate of compensation increase N/A N/A N/A 0.9% 1.3% 1.8% 0.9% 1.3% 1.8%The discount rate used to determine U.S. benefit obligations as of December 31, 2017 was derived by matching the plans’ expected future cash flows to thecorresponding yields from the Aon Hewitt AA Bond Universe Curve. This yield curve has been constructed to represent the available yields on high-quality,fixed-income investments across a broad range of future maturities. International discount rates were determined by examining interest rate levels and trendswithin each country, particularly yields on high-quality, long-term corporate bonds, relative to our future expected cash flows. During 2014, the Society ofActuaries published updated mortality tables and an improvement scale for U.S. plans, which both reflect improved longevity. Based on evaluation of thesenew tables, we updated our mortality assumptions for our U.S. pension benefits as of December 31, 2015. In 2017, we made a further update to utilize thewhite collar version of the 2014 tables due to a study of plan specific experience.NCR employs a building block approach as its primary approach in determining the long-term expected rate of return assumptions for plan assets. Historicalmarket returns are studied and long-term relationships between equities and fixed income are preserved consistent with the widely accepted capital marketprinciple that assets with higher volatilities generate higher returns over the long run. Current market factors, such as inflation and interest rates are evaluatedbefore long-term capital market assumptions are determined. The expected long-term portfolio return is established for each plan via a building blockapproach with proper rebalancing consideration. The result is then adjusted to reflect additional expected return from active management net of planexpenses. Historical plan returns, the expectations of other capital market participants, and peer data may be used to review and assess the results forreasonableness and appropriateness.Plan Assets The weighted average asset allocations as of December 31, 2017 and 2016 by asset category are as follows:79Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued) U.S. Pension Fund International Pension Fund Actual Allocation of PlanAssets as of December 31 Target AssetAllocation Actual Allocation of PlanAssets as of December 31 Target AssetAllocation 2017 2016 2017 2016 Equity securities —% —% 0 - 0% 22% 23% 12 - 27%Debt securities 98% 96% 95 - 100% 58% 52% 54 - 72%Real estate 1% 1% 0 - 2% 12% 13% 6 - 14%Other 1% 3% 0 - 3% 8% 12% 4 - 9%Total 100% 100% 100% 100% The Company has adopted updated accounting guidance on fair value measurement which removed both the requirement to categorize within the fair valuehierarchy and the requirement to provide related sensitivity disclosures for all investments for which fair value is measured using net asset value (NAV) as apractical expedient. The amount of these investments is disclosed separately in the following tables as "Not Subject to Leveling".The fair value of plan assets as of December 31, 2017 and 2016 by asset category is as follows: U.S. InternationalIn millionsNotesFair Value asof December31, 2017Quoted Pricesin ActiveMarkets forIdenticalAssets (Level1)Significant OtherObservableInputs (Level 2)SignificantUnobservable Inputs(Level 3)Not Subjectto Leveling Fair Value as ofDecember 31,2017Quoted Pricesin ActiveMarkets forIdenticalAssets (Level1)SignificantOtherObservableInputs (Level 2)SignificantUnobservable Inputs(Level 3)Not Subjectto LevelingAssets Equity securities: Common stock1$1$—$1$—$— $56$56$—$—$—Fixed incomesecurities: Governmentsecurities2223—223—— 49—49——Corporate debt3895—895—— 141—1392—Other types ofinvestments: Money market funds424———24 15—10—5Common andcommingled trusts -Equities4————— 182———182Common andcommingled trusts -Bonds4207———207 421———421Common andcommingled trusts -Short TermInvestments431———31 24———24Common andcommingled trusts -Balanced4————— 68———68Partnership/jointventure interests -Real estate55———5 —————Partnership/jointventure interests -Other55———5 —————Mutual funds45353——— —————Insurance products4————— 1—1——Real estate and other5————— 129——129—Total $1,444$53$1,119$—$272 $1,086$56$199$131$70080Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued) U.S. InternationalIn millionsNotesFair Valueas ofDecember31, 2016QuotedPrices inActiveMarkets forIdenticalAssets(Level 1)Significant OtherObservableInputs (Level 2)SignificantUnobservable Inputs(Level 3)Not Subjectto Leveling Fair Value asof December31, 2016Quoted Prices inActive Marketsfor IdenticalAssets (Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservable Inputs(Level 3)Not Subjectto LevelingAssets Equity securities: Common stock1$—$—$—$—$— $47$47$—$—$—Fixed income securities: Government securities2234—234—— 27—27——Corporate debt3797—797—— 110—1082—Other types ofinvestments: Money market funds428———28 8—8——Common andcommingled trusts -Equities4————— 169———169Common andcommingled trusts -Bonds4530———530 363———363Common andcommingled trusts - ShortTerm Investments423———23 27———27Common andcommingled trusts -Balanced4————— 104———104Partnership/joint ventureinterests - Real estate58———8 —————Partnership/joint ventureinterests - Other56———6 —————Mutual funds46060——— —————Hedge Funds536———36 —————Insurance products4————— 1—1——Real estate and other5————— 122——122—Total $1,722$60$1,031$—$631 $978$47$144$124$663Notes:1.Common stocks are valued based on quoted market prices at the closing price as reported on the active market on which the individual securities aretraded.2.Government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted pricesare not available for identical or similar securities, the security is valued under a discounted cash flows approach that maximizes observable inputs, suchas current yields on similar instruments but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.3.Corporate debt is valued primarily based on observable market quotations for similar bonds at the closing price reported on the active market on whichthe individual securities are traded. When such quoted prices are not available, the bonds are valued using a discounted cash flows approach usingcurrent yields on similar instruments of issuers with similar credit ratings.4.Common/collective trusts and registered investment companies (RICs) such as mutual funds are valued using a Net Asset Value (NAV) provided by themanager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares or units outstanding. The fairvalue of the underlying securities within the fund, which are generally traded on an active market, are valued at the closing price reported on the activemarket on which those individual securities are traded. For investments not traded on an active market, or for which a quoted price is not publiclyavailable, a variety of81Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches, are employed by the fundmanager or independent third party to value investments.5.Partnership/joint ventures and hedge funds are valued based on the fair value of the underlying securities within the fund, which include investmentsboth traded on an active market and not traded on an active market. For those investments that are traded on an active market, the values are based on theclosing price reported on the active market on which those individual securities are traded and in the case of hedge funds they are valued using a NetAsset Value (NAV) provided by the manager of each fund. For investments not traded on an active market, or for which a quoted price is not publiclyavailable, a variety of unobservable valuation methodologies, including discounted cash flow, market multiples and cost valuation approaches, areemployed by the fund manager to value investments.The following table presents the reconciliation of the beginning and ending balances of those plan assets classified within Level 3 of the valuation hierarchy.When the determination is made to classify the plan assets within Level 3, the determination is based upon the significance of the unobservable inputs to theoverall fair value measurement.In millionsInternational Pension PlansBalance, December 31, 2015$133Realized and unrealized gains and losses, net(8)Purchases, sales and settlements, net1Transfers, net(2)Balance, December 31, 2016$124Realized and unrealized gains and losses, net7Purchases, sales and settlements, net—Transfers, net—Balance, December 31, 2017$131Investment Strategy NCR has historically employed a total return investment approach, whereby a mix of fixed-income, equities and real estate investmentsare used to maximize the long-term return of plan assets subject to a prudent level of risk. The risk tolerance is established for each plan through a carefulconsideration of plan liabilities, plan funded status and corporate financial condition. To reduce volatility in the value of assets held by the U.S. pensionplan, we have rebalanced the asset allocation to a portfolio of 98% of fixed income assets as of December 31, 2017. Similar investment strategy changes areunder consideration or being implemented in a number of NCR’s international plans.The investment portfolios contain primarily fixed-income investments, which are diversified across U.S. and non-U.S. issuers, type of fixed-income security(i.e., government bonds, corporate bonds, mortgage-backed securities) and credit quality. The investment portfolios also contain a blend of equityinvestments, which are diversified across U.S. and non-U.S. stocks, small and large capitalization stocks, and growth and value stocks, primarily of non-U.S.issuers. Where applicable, real estate investments are made through real estate securities, partnership interests or direct investment and are diversified byproperty type and location. Other assets, such as cash or private equity are used judiciously to improve portfolio diversification and enhance risk-adjustedportfolio returns. Derivatives may be used to adjust market exposures in an efficient and timely manner. Due to the timing of security purchases and sales,cash held by fund managers is classified in the same asset category as the related investment. Rebalancing algorithms are applied to keep the asset mix of theplans from deviating excessively from their targets. Investment risk is measured and monitored on an ongoing basis through regular performance reporting,investment manager reviews, actuarial liability measurements and periodic investment strategy reviews.82Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Postretirement Plans Reconciliation of the beginning and ending balances of the benefit obligation for NCR's U.S. postretirement plan is as follows: Postretirement BenefitsIn millions 2017 2016Change in benefit obligation Benefit obligation as of January 1 $25 $27Interest cost 1 1Actuarial gain (3) (2)Plan participant contributions — 1Benefits paid (2) (2)Benefit obligation as of December 31 $21 $25The following table presents the funded status and the reconciliation of the funded status to amounts recognized in the Consolidated Balance Sheets and inaccumulated other comprehensive loss as of December 31: Postretirement BenefitsIn millions 2017 2016Benefit obligation $(21) $(25)Amounts recognized in the Consolidated Balance Sheets Current liabilities $(2) $(3)Noncurrent liabilities (19) (22)Net amounts recognized $(21) $(25)Amounts recognized in accumulated other comprehensive loss Net actuarial loss $11 $16Prior service benefit (13) (19)Total $(2) $(3)The net periodic benefit income of the postretirement plan for the years ended December 31 was:In millions Postretirement Benefits 2017 2016 2015Interest cost $1 $1 $1Amortization of: Prior service benefit (6) (14) (18) Actuarial loss 2 2 2Net periodic benefit income $(3) $(11) $(15)The assumptions utilized in accounting for postretirement benefit obligations as of December 31 and for postretirement benefit income for the years endedDecember 31 were: Postretirement Benefit Obligations Postretirement Benefit Costs 2017 2016 2015 2017 2016 2015Discount rate 3.1% 3.2% 3.3% 3.2% 3.3% 3.1%83Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Assumed healthcare cost trend rates as of December 31 were: 2017 2016 Pre-65 Coverage Post-65 Coverage Pre-65 Coverage Post-65 CoverageHealthcare cost trend rate assumed for next year 6.6% 5.9% 6.6% 5.8%Rate to which the cost trend rate is assumed to decline (the ultimate trendrate) 5.0% 5.0% 5.0% 5.0%Year that the rate reaches the ultimate rate 2025 2025 2024 2024In addition, a one percentage point change in assumed healthcare cost trend rates would have had an immaterial impact on the postretirement benefit incomeand obligation.Postemployment Benefits Reconciliation of the beginning and ending balances of the benefit obligation for NCR's postemployment plan was: Postemployment BenefitsIn millions 2017 2016Change in benefit obligation Benefit obligation as of January 1 $127 $143Restructuring program cost — 4Service cost 34 16Interest cost 2 3Benefits paid (34) (37)Foreign currency exchange 9 (6)Actuarial loss 4 4Benefit obligation as of December 31 $142 $127The following table present the funded status and the reconciliation of the unfunded status to amounts recognized in the Consolidated Balance Sheets and inaccumulated other comprehensive loss at December 31: Postemployment BenefitsIn millions 2017 2016Benefit obligation $(142) $(127)Amounts recognized in the Consolidated Balance Sheets Current liabilities $(28) $(22)Noncurrent liabilities (114) (105)Net amounts recognized $(142) $(127)Amounts recognized in accumulated other comprehensive loss Net actuarial gain $(20) $(42)Prior service benefit (11) (17)Total $(31) $(59)84Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)The net periodic benefit cost of the postemployment plan for the years ended December 31 was:In millionsPostemployment Benefits2017 2016 2015Service cost$34 $16 $17Interest cost2 3 3Amortization of: Prior service benefit(6) (6) (4) Actuarial gain(6) (7) —Net benefit cost$24 $6 $16Restructuring severance cost— 4 1Net periodic benefit cost$24 $10 $17During the years ended December 31, 2017, 2016 and 2015, restructuring charges for employee severance of zero, $4 million and $1 million,respectively, were recognized associated with the restructuring plan. See Note 14, "Restructuring Plan" for additional information.The weighted average assumptions utilized in accounting for postemployment benefit obligations as of December 31 and for postemployment benefit costsfor the years ended December 31 were: Postemployment Benefit Obligations Postemployment Benefit Costs 2017 2016 2017 2016 2015Discount rate 2.3% 2.0% 2.0% 2.2% 2.1%Salary increase rate 1.9% 1.8% 1.8% 2.1% 2.0%Involuntary turnover rate 4.8% 4.8% 4.8% 4.8% 4.8%Cash Flows Related to Employee Benefit PlansCash Contributions NCR does not plan to contribute to the U.S. qualified pension plan in 2018, and plans to contribute approximately $30 million to theinternational pension plans in 2018. The Company also plans to make contributions of approximately $2 million to the U.S. postretirement plan andapproximately $60 million to the postemployment plan in 2018.Estimated Future Benefit Payments NCR expects to make the following benefit payments reflecting past and future service from its pension, postretirementand postemployment plans:In millions U.S. Pension Benefits International PensionBenefits Total Pension Benefits Postretirement Benefits Postemployment BenefitsYear 2018 $104 $53 $157 $2 $602019 $107 $54 $161 $2 $222020 $109 $52 $161 $2 $212021 $112 $52 $164 $2 $202022 $114 $52 $166 $2 $182023-2027 $581 $265 $846 $5 $76Savings Plans U.S. employees and many international employees participate in defined contribution savings plans. These plans generally provide either aspecified percent of pay or a matching contribution on participating employees’ voluntary elections. NCR’s matching contributions typically are subject to amaximum percentage or level of compensation. Employee contributions can be made pre-tax, after-tax or a combination thereof. The expense under the U.S.plan was approximately $26 million in 2017, $24 million in 2016, and $23 million in 2015. The expense under international and subsidiary savings planswas $24 million in 2017, $26 million in 2016, and $22 million in 2015.85Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Amounts to be Recognized The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefitcost (income) during 2018 are as follows:In millions U.S.Pension Benefits International PensionBenefits TotalPension Benefits Postretirement Benefits Postemployment BenefitsPrior service cost (benefit) $— $1 $1 $(5) $(5)Actuarial loss (gain) $— $— $— $1 $(1)9. COMMITMENTS AND CONTINGENCIESIn the normal course of business, NCR is subject to various proceedings, lawsuits, claims and other matters, including, for example, those that relate to theenvironment and health and safety, labor and employment, employee benefits, import/export compliance, intellectual property, data privacy and security,product liability, commercial disputes and regulatory compliance, among others. Additionally, NCR is subject to diverse and complex laws and regulations,including those relating to corporate governance, public disclosure and reporting, environmental safety and the discharge of materials into the environment,product safety, import and export compliance, data privacy and security, antitrust and competition, government contracting, anti-corruption, and labor andhuman resources, which are rapidly changing and subject to many possible changes in the future. Compliance with these laws and regulations, includingchanges in accounting standards, taxation requirements, and federal securities laws among others, may create a substantial burden on, and substantiallyincrease costs to NCR or could have an impact on NCR's future operating results. The Company has reflected all liabilities when a loss is considered probableand reasonably estimable in the Consolidated Financial Statements. We do not believe there is a reasonable possibility that losses exceeding amountsalready recognized have been incurred, but there can be no assurances that the amounts required to satisfy alleged liabilities from such matters will notimpact future operating results. Other than as stated below, the Company does not currently expect to incur material capital expenditures related to suchmatters. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various lawsuits, claims, legal proceedingsand other matters, including, but not limited to the Fox River and Kalamazoo River environmental matters and other matters discussed below, and to complywith applicable laws and regulations, will not exceed the amounts reflected in NCR’s Consolidated Financial Statements or will not have a material adverseeffect on its consolidated results of operations, capital expenditures, competitive position, financial condition or cash flows.In 2012, NCR received anonymous allegations from a purported whistleblower regarding certain aspects of the Company's business practices in China, theMiddle East and Africa. The principal allegations received in 2012 related to the Company's compliance with the Foreign Corrupt Practices Act (FCPA) andfederal regulations that prohibit U.S. persons from engaging in certain activities in Syria. As previously reported, the Company and its Board of Directorscompleted investigations with the assistance of experienced outside counsel and resolved a related shareholder derivative action.With respect to the FCPA, the Company made a presentation to the staff of the Securities and Exchange Commission (SEC) and the U.S. Department ofJustice (DOJ) providing the facts known to the Company related to the whistleblower's FCPA allegations, and advising the government that many of theseallegations were unsubstantiated. With respect to the DOJ, the Company responded to its most recent requests for documents in 2014. On June 22, 2015, theSEC staff notified the Company that it did not intend to recommend an enforcement action against the Company with respect to these matters.With respect to Syria, in 2012 NCR voluntarily notified the U.S. Treasury Department Office of Foreign Assets Control (OFAC) of potential violations andceased operations in Syria, which were commercially insignificant. The notification related to confusion stemming from the Company's failure to register inSyria the transfer of the Company's Syrian branch to a foreign subsidiary and to deregister the Company's legacy Syrian branch, which was a branch of NCRCorporation. The Company applied for and received from OFAC various licenses that permitted the Company to take measures required to wind down its pastoperations in Syria. The last such license expired in April 2016, and in connection with that expiration the Company abandoned its remaining property inSyria, which was commercially insignificant, and ended the employment of its final two employees there, who had remained employed by the Company toassist with the execution of the Company's wind-down activities pursuant to authority granted by the OFAC licenses. The Company also submitted detailedreports to OFAC regarding this matter, including a description of the Company's comprehensive export control program and related remedial measures, and adescription of the abandonment and related circumstances. In correspondence dated May 5, 2017, OFAC advised the Company it would not seek monetarypenalties against the Company, and issued a so-called “cautionary letter” as a “final enforcement response.”In 2013 the Company entered into a subcontract with a prime contractor with respect to certain information technology components of two airportconstruction projects in Oman. In 2015 the prime contractor’s contract with an Omani public agency was terminated for cause; the Company and the primecontractor (a joint venture) subsequently provided to each other notices of termination of86Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)the subcontract. The prime contractor subsequently filed liquidation proceedings in Oman. The Company had delivered and installed goods and services inthe approximate amount of $40 million as of 2015 when the various contracts were terminated, approximately half of which sum remains due and owing;under the terms of the subcontract, most of the payment obligations by the Omani public agency to the terminated prime contractor, and from the terminatedprime contractor to the Company, had not at that time matured. The Company remains engaged in the construction projects, having been urged by the Omanipublic agency to enter into a new subcontract with a new prime contractor, which the Company did later in 2015. In 2016 the Company entered into a partialsettlement agreement with the Omani public agency under which it was paid approximately half of the sums owed to it, in exchange for certain deliverablesunder the original subcontract. The Company has identified various avenues to pursue, against the prime contractor and others, including the parent of one ofthe joint venture partners in the terminated prime contractor, to obtain recoveries of the remaining amounts owed to it. Based on the status of negotiationsand proceedings as of December 31, 2017, the Company continues to maintain a reserve of approximately $20 million with respect to those portions of itsclaim that it considered did not meet the Company’s standard for probable recovery.In June 2014, one of the Company’s Brazilian subsidiaries, NCR Manaus, was notified of a Brazilian federal tax assessment of R$168 million, orapproximately $51 million as of December 31, 2017, including penalties and interest regarding certain federal indirect taxes for 2010 through 2012. Theassessment alleges improper importation of certain components into Brazil's free trade zone that would nullify related indirect tax incentives. We have notrecorded an accrual for the assessment, as the Company believes it has a valid position regarding indirect taxes in Brazil and, as such, has filed an appeal in2014. In December 2017, the Company prevailed in this appeal regarding substantially all of the disputed amounts. However, the Brazilian federal taxauthority has further appealed this dispute to the next procedural level, so the dispute is ongoing. The Company estimated the aggregate risk related to thismatter to be between zero and $75 million as of December 31, 2017. Although the Company has not recorded an accrual, it is possible that the Companycould be required to pay taxes, penalties and interest related to this matter, which could be material to the Company's Consolidated Financial Statements.Environmental Matters NCR's facilities and operations are subject to a wide range of environmental protection laws, and NCR has investigatory andremedial activities underway at a number of facilities that it currently owns or operates, or formerly owned or operated, to comply, or to determinecompliance, with such laws. Also, NCR has been identified, either by a government agency or by a private party seeking contribution to site clean-up 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, theComprehensive Environmental Response, Compensation and Liability Act (CERCLA) and comparable state statutes. Other than the Fox River matter and theKalamazoo River matter detailed below, we currently do not anticipate material expenses and liabilities from these environmental matters.Fox River NCR is one of eight entities that were formally notified by governmental and other entities, such as local Native American tribes, that they arePRPs for environmental claims (under CERCLA and other statutes) arising out of the presence of polychlorinated biphenyls (PCBs) in sediments in the lowerFox River and in the Bay of Green Bay in Wisconsin. The other Fox River PRPs that received notices are Appleton Papers Inc. (API; now known as Appvion,Inc.), P.H. Glatfelter Company ("Glatfelter"), Georgia-Pacific Consumer Products LP (GP, successor to Fort James Operating Company), WTM I Co. (formerlyWisconsin Tissue Mills, now owned by Canal Corporation, formerly known as Chesapeake Corporation), CBC Corporation (formerly Riverside PaperCorporation), U.S. Paper Mills Corp. (owned by Sonoco Products Company), and Menasha Corporation. NCR was identified as a PRP because of alleged PCBdischarges from two carbonless copy paper manufacturing facilities it previously owned, which were located along the Fox River. NCR sold its facilities in1978 to API. Some parties contended that NCR is also responsible for PCB discharges from paper mills owned by other companies because NCR carbonlesscopy paper "broke" was allegedly purchased by those other mills as a raw material.The United States Environmental Protection Agency (USEPA) and Wisconsin Department of Natural Resources (together, the Governments) developed clean-up plans for the upper and lower parts of the Fox River and for portions of the Bay of Green Bay. On November 13, 2007, the Governments issued a unilateraladministrative order (the 2007 Order) under CERCLA to the eight original PRPs, requiring them to perform remedial work under the Governments’ clean-upplan for the lower parts of the river (operable units 2 through 5). In April 2009, NCR and API formed a limited liability company (the LLC), which enteredinto an agreement with an environmental remediation contractor to perform the work at the Fox River site. In-water dredging and remediation under theclean-up plan commenced shortly thereafter.NCR and API, along with B.A.T Industries p.l.c. (BAT), share among themselves a portion of the cost of the Fox River clean-up and natural resource damages(NRD) based upon a 1998 agreement (the Cost Sharing Agreement), a 2005 arbitration award (subsequently confirmed as a judgment), and a September 30,2014 Funding Agreement (the Funding Agreement). The Cost Sharing Agreement and the arbitration resolved disputes that arose out of the Company's 1978sale of its Fox River facilities to API. The Cost Sharing Agreement and arbitration award resulted in a 45% share for NCR of the first $75 million of such costs(a threshold87Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)that was reached in 2008), and a 40% share for amounts in excess of $75 million. The Funding Agreement arose out of a 2012 to 2014 arbitration disputebetween NCR and API, and provides for regular, ongoing funding of NCR incurred Fox River remediation costs via contributions, made to a new limitedliability corporation created by the Funding Agreement, by BAT, API and, for 2014, API's indemnitor, Windward Prospects. The Funding Agreement createsan obligation on BAT and API to fund 50% of NCR’s Fox River remediation costs from October 1, 2014 forward; (API’s Fox River-related obligations underthe Funding Agreement were fully satisfied in 2016); the Funding Agreement also provides NCR contractual avenues for payment of, via direct and third-party sources, (1) the difference between BAT’s and API’s 60% obligation under the Cost Sharing Agreement and arbitration award on the one hand and theirongoing (since September 2014) 50% payments under the Funding Agreement on the other, as well as (2) the difference between the amount NCR receivedunder the Funding Agreement and the amount owed to it under the Cost Sharing Agreement and arbitration award for the period from April 2012 throughSeptember 2014. As of December 31, 2017, the receivable under the Funding Agreement was approximately $38 million and was included in other assets inthe Consolidated Balance Sheet. The Company anticipates that it will collect sums related to the receivable in 2019 or later, likely after the remediationefforts related to the Fox River matter, described below, are complete. This receivable is not taken into account in calculating the Company’s Fox River netreserve.The Company's litigation relating to contribution and enforcement claims concerning the Fox River have largely been concluded. A proposed consent decreesettlement (the CD settlement) with respect to the contribution action (originally filed by NCR and API) and the government enforcement action (originallyfiled by the federal and state governments against several PRPs) was successfully negotiated by NCR and the federal and state governments. In January 2017the government filed a motion for approval of the CD settlement with the federal district court in Wisconsin that had been overseeing those cases. Pending itsdecision on approval of the CD settlement, that court canceled a trial that had been scheduled for 2017. Following briefing on the CD settlement, the courtapproved it on August 22, 2017. A final order of dismissal as to the Company in the contribution and government enforcement actions was subsequentlyentered; one party, Glatfelter, has appealed the approval of the CD settlement.The CD settlement is expected to resolve the remaining Fox River-related claims against the Company, subject to any appeals, including the Glatfelterappeal referenced above. The key components of the approved CD settlement include (1) the Company’s commitment to complete the remediation of the FoxRiver, which is now expected to be completed in 2019 or 2020; (2) the Company’s conditional agreement to waive its contribution claims against the tworemaining defendants in the case, GP and Glatfelter; (3) the Company’s agreement not to appeal the trial court’s decision on divisibility of harm; (4) theGovernments’ agreement to include in the settlement so-called “contribution protection” in the Company’s favor as to GP’s and Glatfelter’s contributionclaims against the Company, the effect of which will be to extinguish those claims; (5) the Governments’ agreement not to pursue the Company for theGovernments’ past oversight costs; and (6) the Governments’ agreement to exercise prosecutorial discretion in pursuing other parties for future oversightcosts and long-term monitoring and maintenance, with the Company retaining so-called “backstop” liability in the event that the other parties fail to payfuture oversight costs or to perform long-term monitoring and maintenance. Additionally, although certain state law claims by GP and Glatfelter against theCompany may not be affected directly by the CD settlement, the CD settlement provides that the Company’s contribution claims against those two partieswill revive if those parties attempt to assert any claims against the Company relating to the Fox River, including any state law claims.In the quarter ending September 30, 2017, the remediation general contractor commenced an arbitration against the LLC, in a dispute over contractinterpretation. That dispute is scheduled for a hearing in late 2018.With respect to the Company’s prior dispute with API, which was generally superseded by the Funding Agreement, the Company received timely paymentsas they came due under the Funding Agreement. Although API filed for bankruptcy protection in October 2017, it had made all of the payments to theCompany required of it by the Funding Agreement.NCR's eventual remediation liability, followed by long-term monitoring expected to be performed by others, will depend on a number of factors. Inestablishing the reserve, NCR attempts to estimate a range of reasonably possible outcomes for each of these factors, although each range is itself uncertain.NCR uses its best estimate within the range, if that is possible. Where there is a range of equally possible outcomes, and there is no amount within that rangethat is considered to be a better estimate than any other amount, NCR uses the low end of the range. The significant factors include: (1) the total remainingclean-up costs, including long-term monitoring following completion of the clean-up, and what parties are assigned to discharge the post-clean-up tasks (asnoted, the Company no longer expects to bear long-term monitoring costs); (2) total NRD for the site and the share that NCR will bear (which is now resolvedas to the Company); (3) the share of clean-up costs that NCR will bear (which is resolved under the CD settlement); (4) NCR's transaction and litigation coststo defend itself in this matter; and (5) the share of NCR's payments that API and/or BAT will bear (which is governed by the Cost Sharing Agreement and theFunding Agreement, as discussed above). With respect to NRD, in connection with a certain settlement entered into by other PRPs in 2015, the Governmentwithdrew the NRD claims it had prosecuted on behalf of NRD trustees, including those NRD claims asserted against the Company.88Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Calculation of the Company's Fox River reserve is subject to several complexities, and it is possible there could be additional changes to some elements ofthe reserve over upcoming periods, although the Company is unable to predict or estimate such changes at this time. There can be no assurance that theclean-up and related expenditures and liabilities will not have a material effect on NCR's capital expenditures, earnings, financial condition, cash flows, orcompetitive position. As of December 31, 2017 and 2016, the gross reserve for the Fox River matter was approximately $36 million and $58 million,respectively . As of December 31, 2017 and 2016, the net reserve for the Fox River matter was approximately $35 million and $27 million, respectively. Thechange in the net reserve is due primarily to changes in estimates and assumptions of the remaining cost previously discussed partially offset by payments forclean-up activities and litigation costs as well as cash payments received from indemnitors. NCR contributes to the LLC to fund remediation activities andgenerally, by contract, has funded certain amounts of remediation expenses in advance. As of December 31, 2017 and 2016, approximately zero remainedfrom this funding. NCR's reserve for the Fox River matter is reduced as the LLC makes payments to the remediation contractor and other vendors with respectto remediation activities.Under a 1996 agreement, AT&T Corp. (AT&T) and Nokia (as the successor to Lucent Technologies and Alcatel-Lucent USA) are responsible severally (notjointly) for indemnifying NCR for certain portions of the amounts paid by NCR for the Fox River matter over a defined threshold and subject to certainoffsets. (The agreement governs certain aspects of AT&T's divestiture of NCR and of what was then known as Lucent Technologies.) Those companies havemade the payments the Company has requested of them on an ongoing basis.Kalamazoo River In November 2010, USEPA issued a "general notice letter" to NCR with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo RiverSuperfund Site (Kalamazoo River site) in Michigan. Three other companies - International Paper, Mead Corporation, and Consumers Energy - also receivedgeneral notice letters at or about the same time. USEPA asserts that the site is contaminated by various substances, primarily PCBs, as a result of discharges byvarious paper mills located along the river. USEPA does not claim that the Company made direct discharges into the Kalamazoo River, and NCR never hadfacilities at or near the Kalamazoo River site, but indicated that "NCR may be liable under Section 107 of CERCLA ... as an arranger, who by contract oragreement, arranged for the disposal, treatment and/or transportation of hazardous substances at the Site." USEPA stated that it "may issue special noticeletters to [NCR] and other PRPs for future RI/FS [remedial investigation / feasibility studies] and RD/RA [remedial design / remedial action] negotiations."In connection with the Kalamazoo River site, in December 2010 the Company, along with two other defendants, was sued in federal court by three GPaffiliate corporations in a contribution and cost recovery action for alleged pollution. The suit, pending in Michigan, asks that the Company pay a "fairportion" of these companies’ costs. Various removal and remedial actions remain to be performed at the Kalamazoo River site, the costs for which generallyhave not yet been determined. The suit alleges that the Company is liable as an "arranger" under CERCLA. The initial phase of the case was tried in aMichigan federal court in February 2013; on September 26, 2013 the court issued a decision that held NCR was liable as an “arranger” as of at least March1969. (PCB-containing carbonless copy paper was produced from approximately 1954 to April 1971, and the majority of contamination had occurred prior to1969). NCR has preserved its right to appeal the September 2013 decision.The Court did not determine NCR’s share of the overall liability, which the Company believes should be de minimis, or how NCR’s liability relates to theliability of other liable or potentially liable parties at the site. Relative shares of liability were tried to the court in a subsequent phase of the case; the trialconcluded in December 2015, and posttrial briefing concluded in March 2016. The parties are awaiting the court's judgment. Prior to trial, in response to amotion filed by the Company, the court dismissed several portions of GP’s claims as time-barred, with the result that the past costs being tried total toapproximately $50 million. The court may or may not also rule on the allocation of future costs. If the Company is found liable for money damages orotherwise with respect to the Kalamazoo River site, it would have claims against BAT and API under the Cost Sharing Agreement, the arbitration award, thejudgment and the Funding Agreement discussed above in connection with the Fox River matter (the Funding Agreement may provide partial reimbursementof such damages depending on the extent of certain recoveries, if any, against third parties under its terms). API filed for bankruptcy protection in October2017, and thus payment of its potential share (up to a cap of $25 million) under the Funding Agreement for so-called “future sites,” which would include theKalamazoo River site, may be at risk, but as liability under the Cost Sharing Agreement and the Funding Agreement is joint and several, the bankruptcy isnot anticipated to affect the Company’s ability to seek that amount from BAT. The Company would also have claims against AT&T and Nokia under thearrangement discussed above in connection with the Fox River matter.Environmental-Related Insurance Recoveries In connection with the Fox River and other environmental sites, through December 31, 2017, NCR hasreceived a combined gross total of approximately $202 million in settlements reached with various of its insurance carriers. Portions of many of thesesettlements agreed in the 2010 through 2013 timeframe are payable to a law firm that litigated the claims on the Company's behalf. Some of the settlementscover not only the Fox River but also other environmental sites; some are limited to the Kalamazoo River site. Some of the settlements are directed to defensecosts and some are directed to indemnity costs.89Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Environmental Remediation Estimates It is difficult to estimate the future financial impact of environmental laws, including potential liabilities. NCR recordsenvironmental provisions when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable. Provisions forestimated losses from environmental restoration and remediation are, depending on the site, based generally on internal and third-party environmentalstudies, estimates as to the number and participation level of other PRPs, the extent of contamination, estimated amounts for attorney and other fees, and thenature of required clean-up and restoration actions. Reserves are adjusted as further information develops or circumstances change. Management expects thatthe amounts reserved from time to time will be paid out over the period of investigation, negotiation, remediation and restoration for the applicable sites. Theamounts provided for environmental matters in NCR's Consolidated Financial Statements are the estimated gross undiscounted amounts of such liabilities,without deductions for indemnity insurance, third-party indemnity claims or recoveries from other PRPs, except as qualified in the following sentences. Inthose cases where insurance carriers or third-party indemnitors have agreed to pay any amounts and management believes that collectability of such amountsis probable, the amounts are recorded in the Consolidated Financial Statements. For the Fox River site, as described above, assets relating to the AT&T andNokia indemnities and to the API/BAT obligations are recorded as payment is supported by contractual agreements, public filings and/or payment history.Guarantees and Product Warranties In the ordinary course of business, NCR may issue performance guarantees on behalf of its subsidiaries to certain of itscustomers and other parties. Some of those guarantees may be backed by standby letters of credit, surety bonds, or similar instruments. In general, under theguarantees, NCR would be obligated to perform, or cause performance, over the term of the underlying contract in the event of an unexcused, uncured breachby its subsidiary, or some other specified triggering event, in each case as defined by the applicable guarantee. NCR believes the likelihood of having toperform under any such guarantee is remote. As of December 31, 2017 and 2016, NCR had no material obligations related to such guarantees, and thereforeits Consolidated Financial Statements do not have any associated liability balance.NCR provides its customers a standard manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warrantycosts. Estimated future obligations due to warranty claims are based upon historical factors, such as labor rates, average repair time, travel time, number ofservice calls per machine and cost of replacement parts. When a sale is consummated, the total customer revenue is recognized, provided that all revenuerecognition criteria are otherwise satisfied, and the associated warranty liability is recorded using pre-established warranty percentages for the respectiveproduct classes.From time to time, product design or quality corrections are accomplished through modification programs. When identified, associated costs of labor andparts for such programs are estimated and accrued as part of the warranty reserve.The Company recorded the activity related to the warranty reserve for the the years ended December 31 as follows:In millions2017 2016 2015Warranty reserve liability Beginning balance as of January 1$27 $24 $22Accruals for warranties issued43 42 41Settlements (in cash or in kind)(44) (39) (39)Ending balance as of December 31$26 $27 $24In addition, NCR provides its customers with certain indemnification rights. In general, NCR agrees to indemnify the customer if a third party asserts patentor other infringement on the part of its customers for its use of the Company’s products subject to certain conditions that are generally standard within theCompany’s industries. On limited occasions the Company will undertake additional indemnification obligations for business reasons. From time to time,NCR also enters into agreements in connection with its acquisition and divestiture activities that include indemnification obligations by the Company. Thefair value of these indemnification obligations is not readily determinable due to the conditional nature of the Company’s potential obligations and thespecific facts and circumstances involved with each particular agreement. The Company has not recorded a liability in connection with theseindemnifications, and no current indemnification instance is material to the Company’s financial position. Historically, payments made by the Companyunder these types of agreements have not had a material effect on the Company’s consolidated financial condition, results of operations or cash flows.Purchase Commitments The Company has purchase commitments for materials, supplies, services, and property, plant and equipment as part of the normalcourse of business. This includes a long-term service agreement with Accenture under which many of NCR's key transaction processing activities andfunctions are performed.90Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Leases NCR conducts certain of its sales and manufacturing operations using leased facilities, and also operates certain equipment and vehicles under leases,the initial lease terms of which vary in length. Many of the leases contain renewal options and escalation clauses that are not material to the overall leaseportfolio. Our lease obligations also include amounts owed for our future world headquarters in Atlanta. Due to ongoing construction, we assumed leasecommencement in early 2018 and included assumptions regarding the total project cost, which will be used to determine our monthly rental expense. Futureminimum lease payments under non-cancelable operating leases as of December 31, 2017, for the following fiscal years are:In millions 2018 2019 2020 2021 2022Minimum lease obligations $135 $96 $65 $49 $41Total rental expense for operating leases was $144 million in 2017, $132 million in 2016, and $148 million in 2015.10. DERIVATIVES AND HEDGING INSTRUMENTSNCR is exposed to risks associated with changes in foreign currency exchange rates and interest rates. NCR utilizes a variety of measures to monitor andmanage these risks, including the use of derivative financial instruments. NCR has exposure to approximately 50 functional currencies. Since a substantialportion of our operations and revenue occur outside the U.S., and in currencies other than the U.S. Dollar, our results can be significantly impacted, bothpositively and negatively, by changes in foreign currency exchange rates.Foreign Currency Exchange Risk The accounting guidance for derivatives and hedging requires companies to recognize all derivative instruments as eitherassets or liabilities at fair value in the Consolidated Balance Sheets. The Company designates foreign exchange contracts as cash flow hedges of forecastedtransactions when they are determined to be highly effective at inception.Our risk management strategy includes hedging, on behalf of certain subsidiaries, a portion of our forecasted, non-functional currency denominated cashflows for a period of up to 15 months. As a result, some of the impact of currency fluctuations on non-functional currency denominated transactions (andhence on subsidiary operating income, as stated in the functional currency), is mitigated in the near term. The amount we hedge and the duration of hedgecontracts may vary significantly. In the longer term (greater than 15 months), the subsidiaries are still subject to the effect of translating the functionalcurrency results to U.S. Dollars. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, wehedge our main transactional exposures through the use of foreign exchange forward and option contracts. This is primarily done through the hedging offoreign currency denominated inter-company inventory purchases by NCR’s marketing units and the foreign currency denominated inputs to ourmanufacturing units. The related foreign exchange contracts are designated as highly effective cash flow hedges. The gains or losses on these hedges aredeferred in accumulated other comprehensive income (AOCI) and reclassified to income when the underlying hedged transaction is recorded in earnings. Asof December 31, 2017, the balance in AOCI related to foreign exchange derivative transactions was a loss of $1 million. The gains or losses from derivativecontracts related to inventory purchases are recorded in cost of products when the inventory is sold to an unrelated third party.We also utilize foreign exchange contracts to hedge our exposure of assets and liabilities denominated in non-functional currencies. We recognize the gainsand losses on these types of hedges in earnings as exchange rates change. We do not enter into hedges for speculative purposes.Interest Rate Risk The Company was party to an interest rate swap agreement that fixed the interest rate on a portion of the Company's LIBOR indexedfloating rate borrowings under its Senior Secured Credit Facility through August 22, 2016. The Company designated the interest rate swap as a cash flowhedge of forecasted quarterly interest payments made on three-month LIBOR indexed borrowings under the Senior Secured Credit Facility. The interest rateswap was determined to be highly effective at inception.91Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)The following tables provide information on the location and amounts of derivative fair values in the Consolidated Balance Sheets: Fair Values of Derivative Instruments December 31, 2017In millionsBalance SheetLocation NotionalAmount FairValue Balance SheetLocation NotionalAmount FairValueDerivatives designated as hedginginstruments Foreign exchange contractsOther current assets $104 $— Other current liabilities $142 $1Total derivatives designated as hedginginstruments $— $1Derivatives not designated as hedginginstruments Foreign exchange contractsOther current assets $101 $1 Other current liabilities $292 $1Total derivatives not designated ashedging instruments $1 $1Total derivatives $1 $2 Fair Values of Derivative Instruments December 31, 2016In millionsBalance SheetLocation NotionalAmount FairValue Balance SheetLocation NotionalAmount FairValueDerivatives designated as hedginginstruments Foreign exchange contractsOther current assets $251 $18 Other current liabilities $56 $1Total derivatives designated as hedginginstruments $18 $1Derivatives not designated as hedginginstruments Foreign exchange contractsOther current assets $165 $1 Other current liabilities $218 $1Total derivatives not designated ashedging instruments $1 $1Total derivatives $19 $292Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)The effects of derivative instruments on the Consolidated Statement of Operations for the years ended December 31 were as follows:In millionsAmount of Gain (Loss) Recognized inOther Comprehensive Income (OCI) onDerivative (Effective Portion) Amount of (Gain) Loss Reclassified fromAOCI into the Consolidated Statementof Operations (Effective Portion) Amount of (Gain) Loss Recognized in theConsolidated Statement of Operations(Ineffective Portion and AmountExcluded from Effectiveness Testing)Derivativesin Cash FlowHedgingRelationshipsFor the yearendedDecember31, 2017For the yearendedDecember31, 2016For the yearendedDecember31, 2015Location of(Gain) LossReclassifiedfrom AOCIinto theConsolidatedStatement ofOperations(EffectivePortion)For the yearendedDecember31, 2017For the yearendedDecember31, 2016For the yearendedDecember31, 2015Location of(Gain) LossRecognized in theConsolidatedStatement ofOperations(Ineffective Portionand AmountExcluded fromEffectivenessTesting)For the yearendedDecember31, 2017For the yearendedDecember31, 2016For the yearendedDecember31, 2015Interest rateswap$—$—$(2)Interestexpense$—$2$5Interest expense$—$—$—Foreignexchangecontracts$(16)$19$12Cost ofproducts$(1)$(3)$(12)Other (expense),net$—$—$—In millions Amount of Gain (Loss) Recognized in theConsolidated Statement of OperationsDerivatives not Designated as Hedging InstrumentsLocation of Gain (Loss) Recognized in theConsolidated Statement of Operations For the year endedDecember 31, 2017 For the year endedDecember 31, 2016 For the year endedDecember 31, 2015Foreign exchange contractsOther (expense), net $(4) $(1) $(5)Refer to Note 11, “Fair Value of Assets and Liabilities” for further information on derivative assets and liabilities recorded at fair value on a recurring basis.Concentration of Credit RiskNCR is potentially subject to concentrations of credit risk on accounts receivable and financial instruments such as hedging instruments and cash and cashequivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on theConsolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions ascounterparties to hedging transactions and monitoring procedures. NCR’s business often involves large transactions with customers, and if one or more ofthose customers were to default on its obligations under applicable contractual arrangements, the Company could be exposed to potentially significantlosses. However, management believes that the reserves for potential losses are adequate. As of December 31, 2017 and 2016, NCR did not have any majorconcentration of credit risk related to financial instruments.93Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)11. FAIR VALUE OF ASSETS AND LIABILITIESAssets and Liabilities Measured at Fair Value on a Recurring BasisAssets and liabilities recorded at fair value on a recurring basis as of December 31, 2017 and 2016 are set forth as follows: December 31, 2017 December 31, 2016 Fair Value Measurements Using Fair Value Measurements UsingIn millionsDecember31, 2017Quoted Pricesin ActiveMarketsfor IdenticalAssets(Level 1)Significant OtherObservable Inputs(Level 2)SignificantUnobservable Inputs(Level 3) December31, 2016Quoted Pricesin ActiveMarketsfor IdenticalAssets(Level 1)Significant OtherObservable Inputs(Level 2)SignificantUnobservable Inputs(Level 3)Assets: Deposits held in moneymarket mutual funds (1)$90$90$—$— $5$5$—$—Foreign exchangecontracts (2)1—1— 19—19—Total$91$90$1$— $24$5$19$—Liabilities: Foreign exchangecontracts (3)2—2— 2—2—Total$2$—$2$— $2$—$2$—(1) Included in Cash and cash equivalents in the Consolidated Balance Sheet.(2) Included in Other current assets in the Consolidated Balance Sheet.(3) Included in Other current liabilities in the Consolidated Balance Sheet.Deposits Held in Money Market Mutual Funds A portion of the Company’s excess cash is held in money market mutual funds which generate interest incomebased on prevailing market rates. Money market mutual fund holdings are measured at fair value using quoted market prices and are classified within Level 1of the valuation hierarchy.Foreign Exchange Contracts As a result of our global operating activities, we are exposed to risks from changes in foreign currency exchange rates, whichmay adversely affect our financial condition. To manage our exposures and mitigate the impact of currency fluctuations on our financial results, we hedgeour primary transactional exposures through the use of foreign exchange forward and option contracts. The foreign exchange contracts are valued using themarket approach based on observable market transactions of forward rates and are classified within Level 2 of the valuation hierarchy.Assets Measured at Fair Value on a Non-recurring BasisCertain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). NCR measures certain assets,including intangible assets and cost and equity method investments, at fair value on a non-recurring basis. These assets are recognized at fair value wheninitially valued and when deemed to be impaired. Additionally, NCR reviews the carrying values of investments when events and circumstances warrant andconsiders all available evidence in evaluating when declines in fair value are other-than-temporary declines. NCR carries equity investments in privately-held companies at cost or at fair value when NCR recognizes an other-than-temporary impairment charge.No material impairment charges or material non-recurring fair value adjustments were recorded during the years ended December 31, 2017 and December 31,2016.As of December 31, 2015, we determined that it was probable that we would dispose of our IPS business, which triggered an impairment assessment of therelated assets which include long-lived assets and goodwill. The assets related to the IPS business were valued using a market approach based on anindependent third-party market price. Refer to Note 2, "Business Combinations and Divestitures" for additional discussion. On May 27, 2016, NCRcompleted the sale of all but the Middle East and Africa (MEA) assets of its Interactive Printer Solutions (IPS) business to Atlas Holdings LLC.94Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)12. SEGMENT INFORMATION AND CONCENTRATIONSThe Company manages and reports the following three segments:•Software - Our software offerings include industry-based software platforms, applications and application suites for the financial services, retail,hospitality and small business industries. We also offer a portfolio of other industry-oriented software applications including cash managementsoftware, video banking software, fraud and loss prevention applications, check and document imaging, remote-deposit capture and customer-facingmobile and digital banking applications for the financial services industry; and secure electronic and mobile payment solutions, sector-specificpoint of sale software applications, and back-office inventory and store and restaurant management applications for the retail and hospitalityindustries. Additionally, we provide ongoing software support and maintenance services, as well as consulting and implementation services for oursoftware solutions.•Services - Our global end-to-end services solutions include assessment and preparation, staging, installation, implementation, and maintenance andsupport for our solutions. We also provide systems management and complete managed services for our product offerings. In addition, we provideinstallation, maintenance and servicing for third party networking products and computer hardware from select manufacturers.•Hardware - Our hardware solutions include our suite of financial-oriented self-service ATM-related hardware, and our retail- and hospitality-oriented point of sale terminal, self-checkout kiosk and related hardware. We also offer other self-service kiosks, such as self-check in/out kiosks forairlines, and wayfinding solutions for buildings and campuses.These segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chiefoperating decision maker in assessing segment performance and in allocating the Company's resources. Management evaluates the performance of thesegments based on revenue and segment operating income. Assets are not allocated to segments, and thus are not included in the assessment of segmentperformance, and consequently, we do not disclose total assets by reportable segment.The accounting policies used to determine the results of the operating segments are the same as those utilized for the consolidated financial statements as awhole. Intersegment sales and transfers are not material.To maintain operating focus on business performance, non-operational items are excluded from the segment operating results utilized by our chief operatingdecision maker in evaluating segment performance and are separately delineated to reconcile back to total reported income from operations.The following table presents revenue and operating income by segment for the years ended December 31:In millions 2017 2016 2015Revenue by segment Software $1,900 $1,841 $1,747Services 2,373 2,306 2,218Hardware (1) 2,243 2,396 2,408Consolidated revenue 6,516 6,543 6,373Operating income by segment Software 567 577 539Services 288 201 194Hardware (1) (2) 62 87Subtotal - segment operating income 853 840 820Other adjustments(2) 177 241 685Income from operations $676 $599 $135(1) On May 27, 2016, NCR completed the sale of substantially all of its IPS business to Atlas Holdings. The sale included all dedicated assets of the IPSdivision worldwide, other than in the MEA region. Accordingly, the revenue and operating income results exclude the results of the IPS operations,except for the IPS MEA operations, from May 27, 2016 through the end of the fourth quarter of 2016.95Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)(2) The following table presents the other adjustments for NCR for the years ended December 31:In millions 2017 2016 2015Pension mark-to-market adjustments $28 $85 $454Restructuring/transformation costs 29 26 74Acquisition-related amortization of intangible assets 115 123 125Acquisition-related costs 5 7 11OFAC and FCPA investigations — — 1Reserve related to subcontract in MEA — — 20Total other adjustments $177 $241 $685The following table presents revenue from products and services for NCR for the years ended December 31:In millions 2017 2016 2015Product revenue $2,579 $2,737 $2,711Professional services and installation services revenue 1,055 1,011 944Recurring revenue, including maintenance and cloud revenue 2,882 2,795 2,718Total revenue $6,516 $6,543 $6,373Revenue is attributed to the geographic area/country to which the product is delivered or in which the service is provided. The following table presentsrevenue by geographic area for NCR for the years ended December 31:In millions 2017 % 2016 % 2015 %Revenue by Geographic Area United States $3,224 50% $3,106 47% $2,909 46%Americas (excluding United States) 585 9% 637 10% 590 9%Europe, Middle East and Africa (EMEA) 1,786 27% 1,896 29% 1,964 31%Asia Pacific (APJ) 921 14% 904 14% 910 14%Consolidated revenue $6,516 100% $6,543 100% $6,373 100%The following table presents property, plant and equipment by geographic area as of December 31:In millions 2017 2016Property, plant and equipment, net United States $204 $139Americas (excluding United States) 19 21Europe, Middle East and Africa (EMEA) 75 70Asia Pacific (APJ) 43 57Consolidated property, plant and equipment, net $341 $287Concentrations No single customer accounts for more than 10% of NCR’s consolidated revenue. As of December 31, 2017, NCR is not aware of anysignificant concentration of business transacted with a particular customer that could, if suddenly eliminated, have a material adverse effect on NCR’soperations. NCR also lacks a concentration of available sources of labor, services, licenses or other rights that could, if suddenly eliminated, have a materialadverse effect on its operations.A number of NCR’s products, systems and solutions rely primarily on specific suppliers for microprocessors and other component products, manufacturedassemblies, operating systems, commercial software and other central components. NCR also utilizes contract manufacturers in order to completemanufacturing activities. There can be no assurances that any sudden impact to the availability or cost of these technologies or services would not have amaterial adverse effect on NCR’s operations. 96Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)13. ACCUMULATED OTHER COMPREHENSIVE INCOMEChanges in Accumulated Other Comprehensive Income (AOCI) by ComponentThe changes in AOCI for the years ended December 31 are as follows:In millionsCurrency TranslationAdjustments Changes in EmployeeBenefit Plans Changes in Fair Valueof Effective Cash FlowHedges TotalBalance at December 31, 2014$(125) $(8) $(3) $(136)Other comprehensive (loss) income beforereclassifications(47) 43 8 4Amounts reclassified from AOCI— (12) (6) (18)Net current period other comprehensive(loss) income(47) 31 2 (14)Balance at December 31, 2015$(172) $23 $(1) $(150)Other comprehensive (loss) income beforereclassifications(52) (1) 16 (37)Amounts reclassified from AOCI— (16) (2) (18)Net current period other comprehensive(loss) income(52) (17) 14 (55)Balance at December 31, 2016$(224) $6 $13 $(205)Other comprehensive (loss) income beforereclassifications41 (13) (13) 15Amounts reclassified from AOCI— (8) (1) (9)Net current period other comprehensive(loss) income41 (21) (14) 6Balance at December 31, 2017$(183) $(15) $(1) $(199)Reclassifications Out of AOCIThe reclassifications out of AOCI for the years ended December 31 are as follows: For the year ended December 31, 2017 Employee Benefit Plans In millionsActuarial LossesRecognized Amortization of PriorService Benefit Effective Cash FlowHedges TotalAffected line in Consolidated Statement of Operations: Cost of products$— $— $(1) $(1) Cost of services(1) (6) — (7) Selling, general and administrative expenses— (4) — (4) Research and development expenses(1) (1) — (2) Total before tax$(2) $(11) $(1) $(14) Tax expense 5 Total reclassifications, net of tax $(9)97Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)For the year ended December 31, 2016Employee Benefit Plans In millionsActuarial LossesRecognized Amortization of PriorService Benefit Effective Cash FlowHedgesTotalAffected line in Consolidated Statement of Operations: Cost of products$— $— $(3) $(3)Cost of services(1) (10) —(11)Selling, general and administrative expenses— (6) —(6)Research and development expenses(1) (3) —(4)Interest expense— — 22Total before tax$(2) $(19) $(1)$(22)Tax expense 4Total reclassifications, net of tax $(18) For the year ended December 31, 2015 Employee Benefit Plans In millionsActuarial LossesRecognized Amortization of PriorService Benefit Effective Cash FlowHedges TotalAffected line in Consolidated Statement of Operations: Cost of products$— $(1) $(12) $(13) Cost of services1 (9) — (8) Selling, general and administrative expenses1 (7) — (6) Research and development expenses— (4) — (4) Interest expense— — 5 5 Total before tax$2 $(21) $(7) $(26) Tax expense 8 Total reclassifications, net of tax $(18)14. RESTRUCTURING PLANIn July 2014, we announced a restructuring plan to strategically reallocate resources so that we can focus on higher-growth, higher-margin opportunities inthe software-driven omni-channel industry. The program is centered on ensuring that our people and processes are aligned with our continued transformationand includes: rationalizing our product portfolio to eliminate overlap and redundancy; taking steps to end-of-life older commodity product lines that arecostly to maintain and provide low margins; moving lower productivity services positions to our new centers of excellence due to the positive impact ofservices innovation; and reducing layers of management and organizing around divisions to improve decision-making, accountability and strategicexecution. As of March 31, 2017, this plan was complete.98Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Charges related to the restructuring plan for the years ended December 31 were as follows: For the twelve months ended December 31In millions2017 2016 2015Severance and other employee-related costs ASC 712 charges included in restructuring-related charges$— $4 $1 ASC 420 charges included in restructuring-related charges— — 19Inventory-related charges Charges included in cost of products— — 5 Charges included in cost of services— 4 7Asset-related charges External and internal use software impairment charges included in restructuring-related charges— 2 16Impairment of long-lived assets included in restructuring-related charges— — 13Other exit costs Other exit costs included in restructuring-related charges— 9 13Total restructuring-related charges$— $19 $74In the year ended December 31, 2016, asset-related charges include the write-off of certain capitalized software for projects that have been abandoned. In theyear ended December 31, 2015, asset-related charges include the write-off of certain capitalized software for projects that have been abandoned as well as animpairment of long-lived assets that are no longer considered strategic and were sold.The results by segment, as disclosed in Note 12, “Segment Information and Concentrations” exclude the impact of these costs, which is consistent with themanner by which management assesses the performance and evaluates the results of each segment.The following table summarizes the costs recorded in accordance with ASC 420, Exit or Disposal Cost Obligations, and ASC 712, Employers’ Accounting forPostemployment Benefits, and the remaining liabilities as of December 31, 2017 and 2016, which are included in the Consolidated Balance Sheet in othercurrent liabilities.In millions2017 2016Employee Severance and Other Exit Costs Beginning balance as of January 1$1 $20Cost recognized during the period— 15Change in estimated payments— (2)Utilization(1) (32)Ending balance as of December 31$— $115. SUPPLEMENTAL FINANCIAL INFORMATIONThe components of other (expense), net are summarized as follows for the years ended December 31:In millions 2017 2016 2015Other (expense), net Interest income $3 $4 $5Foreign currency fluctuations and foreign exchange contracts (26) (40) (21)Divestiture and liquidation losses — (6) (34)Other, net (8) (8) (7)Total other (expense), net $(31) $(50) $(57)99Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)The components of accounts receivable are summarized as follows:In millionsDecember 31, 2017 December 31, 2016Accounts receivable Trade$1,270 $1,266Other37 57Accounts receivable, gross1,307 1,323Less: allowance for doubtful accounts(37) (41)Total accounts receivable, net$1,270 $1,282The components of inventory are summarized as follows:In millionsDecember 31, 2017 December 31, 2016Inventories Work in process and raw materials$185 $154Finished goods190 149Service parts405 396Total inventories$780 $699The components of property, plant and equipment are summarized as follows:In millionsDecember 31, 2017 December 31, 2016Property, plant and equipment Land and improvements$7 $6Buildings and improvements278 198Machinery and other equipment633 598Property, plant and equipment, gross918 802Less: accumulated depreciation(577) (515)Total property, plant and equipment, net$341 $28716. GUARANTOR FINANCIAL STATEMENTSThe Company's 5.00% Notes, 4.625% Notes, 5.875% Notes and 6.375% Notes are guaranteed by the Company's subsidiary, NCR International, Inc.(Guarantor Subsidiary), which is 100% owned by the Company and has guaranteed fully and unconditionally the obligations to pay principal and interest forthese senior unsecured notes. The guarantees are subject to release under certain circumstances as described below:•the designation of the Guarantor Subsidiary as an unrestricted subsidiary under the indenture governing the notes;•the release of the Guarantor Subsidiary from its guarantee under the Senior Secured Credit Facility;•the release or discharge of the indebtedness that required the guarantee of the notes by the Guarantor Subsidiary;•the permitted sale or other disposition of the Guarantor Subsidiary to a third party; and•the Company's exercise of its legal defeasance option of its covenant defeasance option under the indenture governing the notes.Refer to Note 5, "Debt Obligations" for additional information.In connection with the previously completed exchange offers for the 5.00% Notes, 4.625% Notes, 5.875% Notes and 6.375% Notes, the Company is requiredto comply with Rule 3-10 of SEC Regulation S-X (Rule 3-10), and has therefore included the accompanying Condensed Consolidating Financial Statementsin accordance with Rule 3-10(f) of SEC Regulation S-X.The following supplemental information sets forth, on a consolidating basis, the condensed statements of operations and comprehensive income (loss), thecondensed balance sheets and the condensed statements of cash flows for the parent issuer of100Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)these senior unsecured notes, for the Guarantor Subsidiary and for the Company and all of its consolidated subsidiaries. As of October 1, 2017, certain non-guarantor subsidiaries were acquired by, and merged into, the parent issuer. Accordingly, all prior period condensed consolidating guarantor financialstatements were updated to reflect the mergers. Consolidating Statements of Operations and Comprehensive Income (Loss)For the year ended December 31, 2017 (in millions)Parent Issuer GuarantorSubsidiary Non-GuarantorSubsidiaries Eliminations ConsolidatedProduct revenue$1,329 $91 $1,454 $(295) $2,579Service revenue2,051 29 1,857 — 3,937Total revenue3,380 120 3,311 (295) 6,516Cost of products1,044 37 1,240 (295) 2,026Cost of services1,378 10 1,238 — 2,626Selling, general and administrative expenses502 3 427 — 932Research and development expenses192 — 64 — 256Restructuring-related charges— — — — —Total operating expenses3,116 50 2,969 (295) 5,840Income (loss) from operations264 70 342 — 676Interest expense(204) — (10) 51 (163)Other (expense) income, net11 1 8 (51) (31)Income (loss) from continuing operations beforeincome taxes71 71 340 — 482Income tax expense (benefit)113 107 22 — 242Income (loss) from continuing operations beforeearnings in subsidiaries(42) (36) 318 — 240Equity in earnings of consolidated subsidiaries279 291 — (570) —Income (loss) from continuing operations237 255 318 (570) 240Income (loss) from discontinued operations, net of tax(5) — — — (5)Net income (loss)$232 $255 $318 $(570) $235Net income (loss) attributable to noncontrollinginterests— — 3 — 3Net income (loss) attributable to NCR$232 $255 $315 $(570) $232Total comprehensive income (loss)238 269 317 (585) 239Less comprehensive income (loss) attributable tononcontrolling interests— — 1 — 1Comprehensive income (loss) attributable to NCRcommon stockholders$238 $269 $316 $(585) $238101Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Consolidating Statements of Operations and Comprehensive Income (Loss)For the year ended December 31, 2016 (in millions)Parent Issuer GuarantorSubsidiary Non-GuarantorSubsidiaries Eliminations ConsolidatedProduct revenue$1,293 $111 $1,768 $(435) $2,737Service revenue1,962 36 1,808 — 3,806Total revenue3,255 147 3,576 (435) 6,543Cost of products1,028 50 1,459 (435) 2,102Cost of services1,369 12 1,278 — 2,659Selling, general and administrative expenses534 4 388 — 926Research and development expenses164 — 78 — 242Restructuring-related charges3 — 12 — 15Total operating expenses3,098 66 3,215 (435) 5,944Income (loss) from operations157 81 361 — 599Interest expense(165) — (10) 5 (170)Other (expense) income, net(20) (23) (2) (5) (50)Income (loss) from continuing operations beforeincome taxes(28) 58 349 — 379Income tax expense (benefit)(20) 21 91 — 92Income (loss) from continuing operations beforeearnings in subsidiaries(8) 37 258 — 287Equity in earnings of consolidated subsidiaries291 304 — (595) —Income (loss) from continuing operations283 341 258 (595) 287Income (loss) from discontinued operations, net of tax(13) — — — (13)Net income (loss)$270 $341 $258 $(595) $274Net income (loss) attributable to noncontrollinginterests— — 4 — 4Net income (loss) attributable to NCR$270 $341 $254 $(595) $270Total comprehensive income (loss)215 277 195 (473) 214Less comprehensive income (loss) attributable tononcontrolling interests— — (1) — (1)Comprehensive income (loss) attributable to NCRcommon stockholders$215 $277 $196 $(473) $215102Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Consolidating Statements of Operations and Comprehensive Income (Loss)For the year ended December 31, 2015 (in millions)Parent Issuer GuarantorSubsidiary Non-GuarantorSubsidiaries Eliminations ConsolidatedProduct revenue$1,189 $105 $2,339 $(922) $2,711Service revenue1,868 33 1,761 — 3,662Total revenue3,057 138 4,100 (922) 6,373Cost of products904 43 2,047 (922) 2,072Cost of services1,289 13 1,530 — 2,832Selling, general and administrative expenses567 4 471 — 1,042Research and development expenses133 — 97 — 230Restructuring-related charges36 — 26 — 62Total operating expenses2,929 60 4,171 (922) 6,238Income (loss) from operations128 78 (71) — 135Interest expense(168) — (10) 5 (173)Other (expense) income, net(47) 4 (9) (5) (57)Income (loss) from continuing operations beforeincome taxes(87) 82 (90) — (95)Income tax expense (benefit)(38) 52 41 — 55Income (loss) from continuing operations beforeearnings in subsidiaries(49) 30 (131) — (150)Equity in earnings of consolidated subsidiaries(104) (161) — 265 —Income (loss) from continuing operations(153) (131) (131) 265 (150)Income (loss) from discontinued operations, net of tax(25) — 1 — (24)Net income (loss)$(178) $(131) $(130) $265 $(174)Net income (loss) attributable to noncontrollinginterests— — 4 — 4Net income (loss) attributable to NCR$(178) $(131) $(134) $265 $(178)Total comprehensive income (loss)(192) (154) (145) 300 (191)Less comprehensive income (loss) attributable tononcontrolling interests— — 1 — 1Comprehensive income (loss) attributable to NCRcommon stockholders$(192) $(154) $(146) $300 $(192)103Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Consolidating Balance SheetDecember 31, 2017 (in millions)Parent Issuer GuarantorSubsidiary Non-GuarantorSubsidiaries Eliminations ConsolidatedAssets Current assets Cash and cash equivalents$97 $11 $429 $— $537Accounts receivable, net62 12 1,196 — 1,270Inventories311 7 462 — 780Due from affiliates646 1,801 283 (2,730) —Other current assets78 39 162 (36) 243Total current assets1,194 1,870 2,532 (2,766) 2,830Property, plant and equipment, net207 — 134 — 341Goodwill2,228 — 513 — 2,741Intangibles, net503 — 75 — 578Prepaid pension cost— — 118 — 118Deferred income taxes334 — 157 (31) 460Investments in subsidiaries3,008 2,942 — (5,950) —Due from affiliates31 1 39 (71) —Other assets472 63 51 — 586Total assets$7,977 $4,876 $3,619 $(8,818) $7,654 Liabilities and stockholders’ equity Current liabilities Short-term borrowings$52 $— $— $— $52Accounts payable382 — 380 — 762Payroll and benefits liabilities124 — 95 — 219Deferred service revenue and customer deposits216 6 236 — 458Due to affiliates1,884 130 716 (2,730) —Other current liabilities204 5 225 (36) 398Total current liabilities2,862 141 1,652 (2,766) 1,889Long-term debt2,937 — 2 — 2,939Pension and indemnity plan liabilities515 — 283 — 798Postretirement and postemployment benefits liabilities20 3 110 — 133Income tax accruals20 5 123 — 148Due to affiliates— 39 32 (71) —Other liabilities94 36 101 (31) 200Total liabilities6,448 224 2,303 (2,868) 6,107Redeemable noncontrolling interest— — 15 — 15Series A convertible preferred stock810 — — — 810Stockholders’ equity Total NCR stockholders’ equity719 4,652 1,298 (5,950) 719Noncontrolling interests in subsidiaries— — 3 — 3Total stockholders’ equity719 4,652 1,301 (5,950) 722Total liabilities and stockholders’ equity$7,977 $4,876 $3,619 $(8,818) $7,654104Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Consolidating Balance SheetDecember 31, 2016 (in millions)Parent Issuer GuarantorSubsidiary Non-GuarantorSubsidiaries Eliminations ConsolidatedAssets Current assets Cash and cash equivalents$67 $12 $419 $— $498Accounts receivable, net107 25 1,150 — 1,282Inventories272 13 414 — 699Due from affiliates658 1,509 385 (2,552) —Other current assets120 37 154 (33) 278Total current assets1,224 1,596 2,522 (2,585) 2,757Property, plant and equipment, net142 — 145 — 287Goodwill2,228 — 499 — 2,727Intangibles, net574 — 98 — 672Prepaid pension cost— — 94 — 94Deferred income taxes360 98 82 35 575Investments in subsidiaries2,744 2,822 — (5,566) —Due from affiliates52 — 35 (87) —Other assets443 56 62 — 561Total assets$7,767 $4,572 $3,537 $(8,203) $7,673 Liabilities and stockholders’ equity Current liabilities Short-term borrowings$46 $— $4 $— $50Accounts payable344 2 435 — 781Payroll and benefits liabilities140 — 94 — 234Deferred service revenue and customer deposits196 5 267 — 468Due to affiliates1,700 154 698 (2,552) —Other current liabilities228 6 231 (33) 432Total current liabilities2,654 167 1,729 (2,585) 1,965Long-term debt2,998 — 3 — 3,001Pension and indemnity plan liabilities473 — 266 — 739Postretirement and postemployment benefits liabilities24 3 100 — 127Income tax accruals17 4 121 — 142Due to affiliates— 35 52 (87) —Other liabilities59 5 39 35 138Total liabilities6,225 214 2,310 (2,637) 6,112Redeemable noncontrolling interest— — 15 — 15Series A Convertible Preferred Stock847 — — — 847Stockholders’ equity Total NCR stockholders’ equity695 4,358 1,208 (5,566) 695Noncontrolling interests in subsidiaries— — 4 — 4Total stockholders’ equity695 4,358 1,212 (5,566) 699Total liabilities and stockholders’ equity$7,767 $4,572 $3,537 $(8,203) $7,673105Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Consolidating Statement of Cash FlowsFor the year ended December 31, 2017 (in millions)Parent Issuer GuarantorSubsidiary Non-GuarantorSubsidiaries Eliminations ConsolidatedNet cash provided by (used in) operating activities$459 $(180) $486 $(10) $755Investing activities Expenditures for property, plant and equipment(87) — (41) — (128)Proceeds from the sale of property, plant andequipment— — 6 — 6Additions to capitalized software(133) — (33) — (166)Acquisitions(8) — — — (8)Proceeds from (payments of) intercompany notes230 180 2 (412) —Proceeds from divestitures3 — — — 3Investments in equity affiliates3 — — (3) —Other investing activities, net(1) — 4 — 3Net cash provided by (used in) investing activities7 180 (62) (415) (290)Financing activities Short term borrowings, net(5) — 1 — (4)Payments on term credit facilities(56) — (5) — (61)Payments on revolving credit facilities(1,700) — (240) — (1,940)Borrowings on revolving credit facilities1,700 — 240 — 1,940Tax withholding payments on behalf of employees(31) — — — (31)Proceeds from employee stock plans15 — — — 15Other financing activities(1) — (2) — (3)Dividend distribution to consolidated subsidiaries— — (10) 10 —Repurchases of Company common stock(350) — — — (350)Equity contribution— — (3) 3 —Borrowings (repayments) of intercompany notes— (2) (410) 412 —Net cash provided by (used in) financing activities(428) (2) (429) 425 (434)Cash flows from discontinued operations Net cash used in discontinued operations operatingactivities(8) — — — (8)Effect of exchange rate changes on cash and cashequivalents— 1 15 — 16Increase (decrease) in cash and cash equivalents30 (1) 10 — 39Cash and cash equivalents at beginning of period67 12 419 — 498Cash and cash equivalents at end of period$97 $11 $429 $— $537106Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Consolidating Statement of Cash FlowsFor the year ended December 31, 2016 (in millions)Parent Issuer GuarantorSubsidiary Non-GuarantorSubsidiaries Eliminations ConsolidatedNet cash provided by (used in) operating activities$336 $(160) $721 $(3) $894Investing activities Expenditures for property, plant and equipment(33) — (40) — (73)Additions to capitalized software(114) — (40) — (154)Proceeds from (payments of) intercompany notes365 115 — (480) —Proceeds from divestitures22 — 25 — 47Investments in equity affiliates(9) 50 — (41) —Other investing activities, net(9) — — — (9)Net cash provided by (used in) investing activities222 165 (55) (521) (189)Financing activities Short term borrowings, net(4) — (4) — (8)Payments on term credit facilities(89) — (8) — (97)Payments on revolving credit facilities(1,151) — (280) — (1,431)Borrowings on revolving credit facilities1,051 — 280 — 1,331Debt issuance costs(9) — — — (9)Tax withholding payments on behalf of employees(16) — — — (16)Proceeds from employee stock plans15 — — — 15Other financing activities— — (2) — (2)Dividend distribution to consolidated subsidiaries— — (53) 53 —Repurchases of Company common stock(250) — — — (250)Equity contribution— — 9 (9) —Borrowings (repayments) of intercompany notes(16) — (464) 480 —Net cash provided by (used in) financing activities(469) — (522) 524 (467)Cash flows from discontinued operations Net cash used in discontinued operations operatingactivities(39) — — — (39)Effect of exchange rate changes on cash and cashequivalents— (13) (16) — (29)Increase (decrease) in cash and cash equivalents50 (8) 128 — 170Cash and cash equivalents at beginning of period17 20 291 — 328Cash and cash equivalents at end of period$67 $12 $419 $— $498107Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)Consolidating Statement of Cash FlowsFor the year ended December 31, 2015 (in millions)Parent Issuer GuarantorSubsidiary Non-GuarantorSubsidiaries Eliminations ConsolidatedNet cash provided by (used in) operating activities$423 $(335) $670 $(77) $681Investing activities Expenditures for property, plant and equipment(25) — (54) — (79)Proceeds from sales of property, plant and equipment— — 19 — 19Additions to capitalized software(111) — (39) — (150)Proceeds from (payments of) intercompany notes217 347 — (564) —Investments in equity affiliates(1) — — 1 —Other investing activities, net(6) — 7 — 1Net cash provided by (used in) investing activities74 347 (67) (563) (209)Financing activities Short term borrowings, net3 — 5 — 8Payments on revolving credit facilities(376) — (7) — (383)Payments on revolving credit facilities(729) — (965) — (1,694)Borrowings on revolving credit facilities829 — 869 — 1,698Tax withholding payments on behalf of employees(16) — — — (16)Proceeds from employee stock plans15 — — — 15Dividend distribution to consolidated subsidiaries— — (77) 77 —Series A convertible preferred stock issuance794 — — — 794Equity contribution— — 1 (1) —Borrowings (repayments) of intercompany notes— — (564) 564 —Tender offer share repurchase(1,005) — — — (1,005)Net cash provided by (used in) financing activities(485) — (738) 640 (583)Cash flows from discontinued operations Net cash used in discontinued operations operatingactivities(43) — — — (43)Effect of exchange rate changes on cash and cashequivalents— (1) (28) — (29)Increase (decrease) in cash and cash equivalents(31) 11 (163) — (183)Cash and cash equivalents at beginning of period48 9 454 — 511Cash and cash equivalents at end of period$17 $20 $291 $— $328108Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)17. QUARTERLY INFORMATION (UNAUDITED) In millions, except per share amounts First Second Third Fourth2017 Total revenue $1,478 $1,593 $1,663 $1,782Gross margin 413 463 473 515Operating income 117 178 200 181Income (loss) from continuing operations (attributable to NCR) 57 97 118 (35)Income (loss) from discontinued operations, net of tax — 5 — (10)Net (loss) income attributable to NCR common stockholders (17) 90 106 (56)Income (loss) per share attributable to NCR common stockholders: Income (loss) per common share from continuing operations Basic $(0.14) $0.70 $0.87 $(0.38)Diluted $(0.14) $0.64 $0.77 $(0.38)Net (loss) income per common share: Basic $(0.14) $0.74 $0.87 $(0.46)Diluted $(0.14) $0.67 $0.77 $(0.46) 2016 Total revenue $1,444 $1,620 $1,677 $1,802Gross margin 380 446 477 479Operating income 101 163 189 146Income from continuing operations (attributable to NCR) 32 76 107 68(Loss) from discontinued operations, net of tax — — (2) (11)Net income attributable to NCR common stockholders 21 63 92 45Income per share attributable to NCR common stockholders: Income per common share from continuing operations Basic $0.16 $0.51 $0.76 $0.45Diluted $0.16 $0.49 $0.69 $0.43Net income per common share: Basic $0.16 $0.51 $0.74 $0.36Diluted $0.16 $0.49 $0.68 $0.35Operating income for the quarter ended December 31, 2017 was impacted by actuarial losses related to the remeasurement of our pension plan assets andliabilities. The actuarial losses included in pension expense recognized in the quarter ended December 31, 2017 decreased operating income by $28 million,net income attributable to NCR by $25 million, basic earnings per share from continuing operations by $0.21, and diluted earnings per share from continuingoperations by $0.21.Operating income for the quarter ended December 31, 2016 was impacted by actuarial losses related to the remeasurement of our pension plan assets andliabilities. The actuarial losses included in pension expense recognized in the quarter ended December 31, 2016 decreased operating income by $85 million,net income attributable to NCR by $78 million, basic earnings per share from continuing operations by $0.63, and diluted earnings per share from continuingoperations by $0.50.Net income per share in each quarter is computed using the weighted-average number of shares outstanding during that quarter while net income per share forthe full year is computed using the weighted-average number of shares outstanding during the year. Thus, the sum of the four quarters’ net income per sharewill not necessarily equal the full-year net income per share.109Table of ContentsNCR CorporationNotes to Consolidated Financial Statements-(Continued)18. SUBSEQUENT EVENTSOn February 8, 2018, NCR announced that, to accelerate its transformation journey, it would evaluate programs to prioritize driving sustainable marginimprovement, higher productivity and process efficiencies focusing on investing in software products that accelerate growth, driving growth in servicesthrough structural improvements and optimizing its hardware production, sourcing and supply chain strategy.Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.Item 9A.CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and ProceduresNCR has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the ExchangeAct)) to ensure that information required to be disclosed by NCR in the reports that it files or submits under the Exchange Act is recorded, processed,summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,controls and procedures designed to ensure that information required to be disclosed by NCR in the reports that it files or submits under the Exchange Act isaccumulated and communicated to NCR’s management, including its Chief Executive and Chief Financial Officers, as appropriate to allow timely decisionsregarding required disclosure. Based on their evaluation as of the end of the period covered by this Report, conducted under their supervision and with theparticipation of management, the Company’s Chief Executive and Chief Financial Officers have concluded that NCR’s disclosure controls and proceduresare effective to meet such objectives and that NCR’s disclosure controls and procedures adequately alert them on a timely basis to material informationrelating to the Company (including its consolidated subsidiaries) required to be included in NCR’s Exchange Act filings.Changes in Internal Control over Financial ReportingThroughout 2017, in order to facilitate our adoption of the new revenue recognition accounting standard on January 1, 2018, we implemented internalcontrols to help ensure we properly evaluated our customer contracts, executed key system changes, and assessed the impact to our consolidated financialstatements. We expect to continue to implement additional internal controls related to the adoption of this standard in the first quarter of 2018. There havebeen no other changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Management’s Report on Internal Control over Financial ReportingManagement is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that couldhave a material effect on the financial statements.Because of its inherent limitations due to, for example, the potential for human error or circumvention of controls, internal control over financial reportingmay not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making thisassessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework. Based on our assessment, we determined that, as of December 31, 2017, the Company’s internal control over financial reporting waseffective based on those criteria.110Table of ContentsPricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of the Company’s internal control overfinancial reporting as of December 31, 2017 as stated in their report which appears in Item 8 of this Report.Item 9B. OTHER INFORMATIONNone.PART IIIItem 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCEExcept as set forth in the following paragraphs of this Item 10, the information required by this Item 10 will be set forth under the headings “Election ofDirectors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Committees of the Board” in the Definitive Proxy Statement for our 2018Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal 2017 year, and is incorporated herein by reference. Theinformation required by this Item 10 regarding our executive officers is set forth under the heading “Executive Officers of the Registrant” in Part I of thisForm 10-K and is incorporated herein by reference.We have not materially changed the procedures by which stockholders may recommend nominees to the Company’s Board of Directors.We have a Code of Conduct that sets the standard for ethics and compliance for all of our directors and employees, including our chief executive officer, ourchief financial officer and our chief accounting officer. Our Code of Conduct is available on the Corporate Governance page at our website athttp://www.ncr.com/company/corporate-governance/code-of-conduct under the heading “Code of Conduct.” We intend to disclose any amendments to orwaivers of the Code of Conduct with respect to any director as well as our principal executive officer, principal financial officer, and principal accountingofficer, on the Corporate Governance page of our website promptly following the date of such amendment or waiver.Item 11.EXECUTIVE COMPENSATIONThe information required by this Item 11 will be set forth under the headings “Executive Compensation - Compensation Discussion & Analysis,”“Compensation and Human Resource Committee,” and “Board Compensation and Human Resource Committee Report on Executive Compensation” in theDefinitive Proxy Statement for our 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal 2017 year, andis incorporated herein by reference.Item 12.SECURITY OWNERSHIPS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERSThe information required by this Item 12 will be set forth under the headings “NCR Stock Ownership” and “Equity Compensation Plan Information” in theDefinitive Proxy Statement for our 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal 2017 year, andis incorporated herein by reference.Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEThe information required by this Item 13 will be set forth under the headings “Related Person Transactions” and “Corporate Governance” in the DefinitiveProxy Statement for our 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal 2017 year, and isincorporated herein by reference.Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe information required by this Item 14 will be set forth under the heading “Fees Paid to Independent Registered Public Accounting Firm” in the DefinitiveProxy Statement for our 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal 2017 year, and isincorporated herein by reference.111Table of ContentsPART IVItem 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULE(a)(1) Financial Statements: The following is an index of the consolidated financial statements of the Company and the Report of Independent RegisteredPublic Accounting Firm filed as part of this Form 10-K: Page of Form10-KReport of Independent Registered Public Accounting Firm47Consolidated Statements of Operations for the years ended December 31, 2017, 2016, and 201549Consolidated Statements of Comprehensive Income Operations for the years ended December 31, 2017, 2016, and 201550Consolidated Balance Sheets at December 31, 2017 and 201651Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016, and 201552Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2017, 2016, and 201553Notes to Consolidated Financial Statements54(2) Financial Statement Schedule: Financial Statement Schedule II—Valuation and Qualifying Accounts is included in this Form 10-K. All other schedulesare not required under the related instructions or are not applicable.(3) Exhibits: See Index of Exhibits below for a listing of all exhibits to this Form 10-K. The management contracts and compensatory plans or arrangementsrequired to be filed as an exhibit to this Form 10-K are identified in the Index of Exhibits by an asterisk (*).(b) The following is an index of all exhibits to this Form 10-K. Exhibits identified in parentheses in the index below, on file with the SEC, are incorporatedherein by reference as exhibits hereto.2.1 Separation and Distribution Agreement, dated as of August 27, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.1 tothe Current Report on Form 8-K of Teradata Corporation dated September 6, 2007). 3.1 Articles of Amendment and Restatement of NCR Corporation (Exhibit 3.1 to the NCR Corporation Quarterly Report on Form 10-Q for thequarter ended June 30, 2016). 3.2 Bylaws of NCR Corporation, as amended and restated on February 20, 2018 (Exhibit 3.2 to the Current Report on Form 8-K of NCRCorporation dated February 23, 2018). 4.1 Common Stock Certificate of NCR Corporation (Exhibit 4.1 to the NCR Corporation Annual Report on Form 10-K for the year endedDecember 31, 1999). 4.2 Indenture, dated September 17, 2012, among NCR Corporation, as issuer, NCR International Inc. and Radiant Systems Inc. as subsidiaryguarantors and U.S. Bank National Association, as trustee (Exhibit 4.01 to the Current Report on Form 8-K of NCR Corporation datedSeptember 17, 2012). 4.3 Indenture, dated December 18, 2012, among NCR Corporation, as issuer, NCR International Inc. and Radiant Systems Inc. as subsidiaryguarantors and U.S. Bank National Association, as trustee (Exhibit 4.01 to the Current Report on Form 8-K of NCR Corporation datedDecember 18, 2012). 4.4 Indenture, dated December 19, 2013, between NCR Escrow Corp. and U.S. Bank National Association relating to the $400 millionaggregate principal amount of 5.875% senior notes due 2021 (the “5.875% Notes”) (Exhibit 4.1 to the Current Report on Form 8-K of NCRCorporation dated December 19, 2013 (the “December 19, 2013 Form 8-K”)). 112Table of Contents4.4.1 First Supplemental Indenture relating to the 5.875% Notes, dated January 10, 2014, among NCR Corporation, NCR International, Inc. andU.S. Bank National Association, as trustee (Exhibit 4.1 to the Current Report of NCR Corporation dated January 10, 2014 (the “January 10,2014 Form 8-K”)). 4.5 Indenture, dated December 19, 2013, between NCR Escrow Corp. and U.S. Bank National Association relating to the $700 millionaggregate principal amount of 6.375% senior notes due 2023 (the “6.375% Notes”) (Exhibit 4.2 to the December 19, 2013 Form 8-K). 4.5.1 First Supplemental Indenture relating to the 6.375% Notes, dated January 10, 2014, among NCR Corporation, NCR International, Inc. andU.S. Bank National Association, as trustee (Exhibit 4.2 to the January 10, 2014 Form 8-K). 10.1 Separation and Distribution Agreement, dated as of February 1, 1996, and amended and restated as of March 29, 1996, by and among NCRCorporation, AT&T Corp. and Lucent Technologies Inc. (Exhibit 10.1 to Amendment No. 3 to the Lucent Technologies Inc. RegistrationStatement on Form S-1 (No. 333-00703) (the “Lucent Registration Statement Amendment No. 3”)). 10.2 Employee Benefits Agreement, dated as of November 20, 1996, by and between AT&T Corp. and NCR Corporation (Exhibit 10.2 to theNCR Corporation Annual Report on Form 10-K for the year ended December 31, 1996 (the “1996 Annual Report”)). 10.3 Patent License Agreement, effective as of March 29, 1996, by and among AT&T Corp., NCR Corporation, and Lucent Technologies Inc.(Exhibit 10.7 to Amendment No. 4 to the Lucent Technologies Inc. Registration Statement on Form S-1 (No. 333-0073) (the “LucentRegistration Statement Amendment No. 4”)). 10.4 Amended and Restated Technology License Agreement, effective as of March 29, 1996, by and among AT&T Corp., NCR Corporation,and Lucent Technologies Inc. (Exhibit 10.8 to the Lucent Registration Statement Amendment No. 4). 10.5 Tax Sharing Agreement, dated as of February 1, 1996, and amended and restated as of March 29, 1996, by and among AT&T Corp., NCRCorporation, and Lucent Technologies Inc. (Exhibit 10.6 to the Lucent Registration Statement Amendment No. 3). 10.6 Tax Sharing Agreement, dated as of September 21, 2007, between NCR Corporation and Teradata Corporation (Exhibit 10.1 to the CurrentReport on Form 8-K of NCR Corporation dated September 21, 2007). 10.7 NCR Management Stock Plan (Exhibit 10.8 to the 1996 Annual Report). * 10.7.1 First Amendment to the NCR Management Stock Plan dated April 30, 2003 (Exhibit 10.4 to the NCR Corporation Quarterly Report onForm 10-Q for the quarter ended March 31, 2003). * 10.7.2 Amendment to NCR Management Stock Plan effective as of December 31, 2008 (Exhibit 10.17.2 to the NCR Corporation Annual Reporton Form 10-K for the year ended December 31, 2008 (the “2008 Annual Report”)). * 10.7.3 Form of Stock Option Agreement under the NCR Management Stock Plan (Exhibit 10.6.3 to the NCR Corporation Annual Report on Form10-K for the year ended December 31, 2005 (the “2005 Annual Report”)). * 10.7.4 Form of Restricted Stock Agreement under the NCR Management Stock Plan (Exhibit 10.6.4 to the 2005 Annual Report). * 10.8 NCR Corporation 2011 Amended and Restated Stock Incentive Plan (formerly the NCR 2006 Stock Incentive Plan, as amended andrestated effective as of December 31, 2008) (the “2011 Stock Incentive Plan”) (Exhibit 10.1 to the Current Report on Form 8-K of NCRCorporation dated April 27, 2011). * 10.8.1 Form of 2009 Stock Option Agreement under the NCR Corporation 2011 Stock Incentive Plan (Exhibit 10.5 to the Current Report on Form8-K of NCR Corporation dated December 12, 2008). * 113Table of Contents10.8.2 Form of 2010 Stock Option Agreement under the 2011 Stock Incentive Plan (Exhibit 10.2 to the NCR Corporation Quarterly Report onForm 10-Q for the quarter ended March 31, 2010 (the "First Quarter 2010 Quarterly Report")).* 10.8.3 Form of 2011 Stock Option Agreement under the 2011 Stock Incentive Plan (Exhibit 10.1 to the NCR Corporation Quarterly Report onForm 10-Q for the quarter ended March 31, 2011). * 10.9 Amended and Restated NCR Management Incentive Plan (Exhibit 10.2 to the Current Report on Form 8-K of NCR Corporation dated April27, 2011). * 10.10 NCR Director Compensation Program effective April 21, 2009 (the “2009 NCR Director Compensation Program”)(Exhibit 10.7 to the NCR Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “First Quarter 2009 Form10-Q”)). * 10.10.1 2009 Director Option Grant Statement under the 2009 NCR Director Compensation Program (Exhibit 10.8 to the First Quarter 2009 Form10-Q). * 10.10.2 2009 Director Restricted Stock Unit Grant Statement under the 2009 NCR Director Compensation Program (Exhibit 10.9 to the FirstQuarter 2009 Form 10-Q). * 10.11 Amended and Restated NCR Change in Control Severance Plan effective December 31, 2008 (Exhibit 10.24.2 to the 2008 Annual Report).* 10.11.1 First Amendment to the Amended and Restated NCR Change in Control Severance Plan (Exhibit 10.6 to the NCR Corporation QuarterlyReport on Form 10-Q for the quarter ended September 30, 2011). * 10.11.2 Second Amendment to the Amended and Restated NCR Change in Control Severance Plan. * 10.12 Employment Agreement with William Nuti, dated July 29, 2005 (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporationdated July 27, 2005). * 10.12.1 Letter Agreement, dated July 26, 2006, with William Nuti (Exhibit 10.4 to the Current Report on Form 8-K of NCR Corporation dated July25, 2006). * 10.12.2 Second Amendment, effective as of December 12, 2008, to Letter Agreement with William Nuti dated July 29, 2005, as amended July 26,2006 (Exhibit 10.30.2 to the 2008 Annual Report). * 10.12.3 Letter Agreement, dated March 11, 2015, between NCR Corporation and William Nuti (Exhibit 10.5 to the NCR Corporation QuarterlyReport on Form 10-Q for the quarter ended March 31, 2015 (the “First Quarter 2015 Quarterly Report”)).* 10.13 NCR Director Compensation Program Effective April 27, 2010 (Exhibit 10.1 to the NCR Corporation Quarterly Report on Form 10-Q forthe quarter ended June 30, 2010 (the “Second Quarter 2010 Quarterly Report”)). * 10.13.1 Form of 2010 Director Option Grant Statement (Exhibit 10.2 to the Second Quarter 2010 Quarterly Report). * 10.13.2 Form of 2010 Director Restricted Stock Unit Grant Statement (Exhibit 10.3 to the Second Quarter 2010 Quarterly Report). * 10.14 Letter Agreement with Robert Fishman dated March 17, 2010 (Exhibit 10.7 to the First Quarter 2010 Quarterly Report). * 10.15 NCR Corporation 2011 Economic Profit Plan (Exhibit 10.3 to the Current Report on Form 8-K of NCR Corporation dated April 27, 2011).* 114Table of Contents10.15.1 First Amendment to NCR Corporation 2011 Economic Profit Plan (Exhibit 10.29.1 to the NCR Corporation Annual Report on Form 10-Kfor the year ended December 31, 2011). * 10.15.2 Second Amendment to NCR Corporation 2011 Economic Profit Plan, dated January 25, 2012 (Exhibit 10.1 to the First Quarter 2012Quarterly Report). 10.15.3 Third Amendment to NCR Corporation 2011 Economic Profit Plan (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporationdated October 1, 2013). * 10.15.4 Fourth Amendment to NCR Corporation 2011 Economic Profit Plan (Exhibit 10.18.4 to the NCR Corporation Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”)). * 10.15.5 Amended and Restated NCR Corporation Economic Profit Plan (Exhibit 10.2 to the NCR Corporation Quarterly Report on Form 10-Q forthe quarter ended June 30, 2015 (the “Second Quarter 2015 Quarterly Report)).* 10.16 Equity Subscription Agreement, dated July 26, 2011, among NCR Corporation, Scopus Industrial S.A., Scopus Tecnologia Ltda. and NCRBrasil - Indústria de Equipamentos Para Automação Ltda., including Schedule I - The form of Shareholders' Agreement (Exhibit 10.1 to theCurrent Report on Form 8-K of NCR Corporation dated July 26, 2011). 10.17 NCR Corporation 2013 Stock Incentive Plan (the “2013 Stock Incentive Plan”) (Appendix A to the NCR Corporation Proxy Statement onSchedule 14A for the NCR Corporation 2013 Annual Meeting of Stockholders). * 10.17.1 Form of 2015 Performance Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.1 to the FirstQuarter 2015 Quarterly Report).* 10.17.2 Form of 2015 Time Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.2 to the First Quarter2015 Quarterly Report).* 10.17.3 Form of 2015 Single-Metric Performance-Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.3to the First Quarter 2015 Quarterly Report).* 10.17.4 Form of 2016 Time Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.1 to the QuarterlyReport on Form 10-Q of NCR Corporation for the quarter ended March 31, 2016 (the “First Quarter 2016 Quarterly Report”)). * 10.17.5 Form of 2016 Performance Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.2 to the FirstQuarter 2016 Quarterly Report). * 10.17.6 Form of 2016 Single-Metric Performance Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan (Exhibit 10.3to the First Quarter 2016 Quarterly Report). * 10.17.7 Form of Vision 2020 Award (for Awardees Other than the Chief Executive Officer): 2016 Price-Contingent Restricted Stock UnitAgreement - $35 Price Target - under the 2013 Stock Incentive Plan (Exhibit 10.5 to the First Quarter 2016 Quarterly Report). * 10.17.8 Form of Vision 2020 Award (for Awardees Other than the Chief Executive Officer): 2016 Price-Contingent Restricted Stock UnitAgreement - $40 Price Target - under the 2013 Stock Incentive Plan (Exhibit 10.6 to the First Quarter 2016 Quarterly Report). * 10.18 Agreement between NCR and the Trustees of the NCR Pension Plan (UK), dated November 14, 2013 (Exhibit 10.1 to the Current Report onForm 8-K of NCR Corporation dated November 14, 2013). 10.19 Receivables Financing Agreement, dated as of November 21, 2014, by and among NCR Receivables LLC, as borrower, NCR Corporation,as servicer, PNC Bank, National Association, as administrative agent, and PNC Bank, National Association, The Bank of Tokyo-MitsubishiUFJ, Ltd., New York Branch, Victory Receivables Corporation and the other lender parties from time to time party thereto (Exhibit 10.1 tothe Current Report on Form 8-K of NCR Corporation dated November 21, 2014 (the “November 21, 2014 Form 8-K”)).115Table of Contents 10.19.1 First Amendment to Receivables Financing Agreement, dated as of November 21, 2016, by and among NCR Receivables LLC, as borrower,NCR Corporation, as servicer, PNC Bank, National Association, as administrative agent, and PNC Bank, National Association, The Bank ofTokyo-Mitsubishi UFJ, Ltd., New York Branch, Victory Receivables Corporation and the other lender parties from time to time partythereto (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated November 23, 2016). 10.20 Purchase and Sale Agreement, dated as of November 21, 2014, among NCR Receivables LLC, as buyer, and NCR Corporation and theother originator parties from time to time party thereto (Exhibit 10.2 to the November 21, 2014 Form 8-K). 10.21 Amended and Restated NCR Executive Severance Plan (Exhibit 10.1 to the Second Quarter 2015 Quarterly Report).* 10.21.1 First Amendment to the Amended and Restated NCR Executive Severance Plan.* 10.22 Employment Letter of Frederick Marquardt dated April 4, 2014 (as amended May 1, 2014). (Exhibit 10.40 to the 2014 Annual Report). * 10.23 Employment Contract, dated June 23, 2014, between NCR GmbH and Michael Bayer (Exhibit 10.41 to the 2014 Annual Report). * 10.23.1 Letter regarding additional terms of employment of Michael Bayer, dated June 23, 2014 (Exhibit 10.41.1 to the 2014 Annual Report). * 10.23.2 Employment Transfer Letter (revised) of Michael Bayer, dated July 30, 2015 (Exhibit 10.4 to the Second Quarter 2015 Quarterly Report).* 10.24 NCR Director Compensation Program effective April 23, 2013, as amended effective February 24, 2014 (the “2013 NCR DirectorCompensation Program”) (Exhibit 10.42 to the 2014 Annual Report). * 10.24.1 2014 Director Restricted Stock Unit Grant Statement under the 2013 NCR Director Compensation Program (Exhibit 10.42.1 to the 2014Annual Report). * 10.24.2 2015 Director Restricted Stock Unit Grant Statement under the 2013 NCR Director Compensation Program (Exhibit 10.3 to the SecondQuarter 2015 Quarterly Report).* 10.24.3 2016 Director Restricted Stock Unit Grant Statement under the 2013 NCR Director Compensation Program (Exhibit 10.2 to the QuarterlyReport on Form 10-Q of NCR Corporation for the quarter ended June 30, 2016 (the “Second Quarter 2016 Quarterly Report”)). * 10.25 Investment Agreement dated as of November 11, 2015, by and between NCR Corporation and the affiliates of Blackstone Capital PartnersVI, L.P. and Blackstone Tactical Opportunities L.L.C. named therein (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporationdated November 11, 2015). 10.26 Registration Rights Agreement, dated as of December 4, 2015, by and between NCR Corporation and the affiliates of Blackstone CapitalPartners VI, L.P. and Blackstone Tactical Opportunities L.L.C. named therein (Exhibit 10.1 to the December 2, 2015 Form 8-K). 10.27 NCR Employee Stock Purchase Plan, as amended and restated effective January 1, 2017 (Appendix A to the NCR Corporation ProxyStatement on Schedule 14A for the NCR Corporation 2016 Annual Meeting of Stockholders). * 10.28 Credit Agreement, dated as of August 22, 2011, as amended and restated as of July 25, 2013, as further amended and restated as of March31, 2016, by and among NCR Corporation, the Foreign Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.,as Administrative Agent (Exhibit 10.1 to the Current Report on Form 8-K of NCR Corporation dated April 4, 2016 (the “April 4, 2016 Form8-K”)). 116Table of Contents10.28.1 Amended and Restated Guarantee and Collateral Agreement, dated as of August 22, 2011, as amended and restated as of January 6, 2014,as further amended and restated as of March 31, 2016, by and among NCR Corporation, the Foreign Borrowers party thereto, thesubsidiaries of NCR Corporation identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2 to the April 4,2016 Form 8-K). 10.28.2 Annex A to Credit Agreement dated as of August 22, 2011, as amended and restated as of July 25, 2013, as further amended and restated asof March 31, 2016, among NCR Corporation, the Foreign Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank,N.A. (Exhibit 10.1 to the Second Quarter 2016 Quarterly Report). 10.29 Employment Contract, dated September 15, 2016, between NCR Corporation and Mark D. Benjamin (Exhibit 10.1 to the Quarterly Reporton Form 10-Q of NCR Corporation for the quarter ended September 30, 2016). * 10.30 Underwriting Agreement, dated March 13, 2017, among NCR Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.Morgan Securities LLC and the selling stockholders party thereto (Exhibit 1.1 to the Current Report on Form 8-K of NCR Corporationdated March 10, 2017). 10.31 Second Amended and Restated NCR Management Incentive Plan (Appendix A to the NCR Corporation Proxy Statement on Schedule 14Afor the NCR Corporation 2017 Annual Meeting of Stockholders (the “2017 Proxy Statement”). * 10.32 Stock Repurchase Agreement, dated as of March 10, 2017, by and between NCR Corporation, Blackstone BCP VI SBS ESC Holdco L.P.,Blackstone NCR Holdco L.P., BTO NCR Holdings - ESC L.P., and BTO NCR Holdings L.P. (Exhibit 10.1 to the Quarterly Report on Form10-Q of NCR Corporation for the quarter ended March 31, 2017 (the “First Quarter 2017 Quarterly Report”)). 10.33 Waiver and Amendment of Investment Agreement, dated as of March 13 2017, by and between NCR Corporation, Blackstone BCP VI SBSESC Holdco L.P., Blackstone NCR Holdco L.P., BTO NCR Holdings - ESC L.P. and BTG NCR Holdings L.P. (Exhibit 10.2 to the FirstQuarter 2017 Quarterly Report). 10.34 NCR Corporation 2017 Stock Incentive Plan (the “2017 Stock Incentive Plan”) (Appendix B to the 2017 Proxy Statement). * 10.34.1 Form of 2017 Performance-Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock IncentivePlan (Exhibit 10.3 to the First Quarter 2017 Quarterly Report). * 10.34.2 Form of 2017 Performance-Vesting Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock IncentivePlan (Exhibit 10.4 to the First Quarter 2017 Quarterly Report). * 10.34.3 Form of 2017 Time-Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan(Exhibit 10.5 to the First Quarter 2017 Quarterly Report). * 10.34.4 Form of 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement under the 2013 Stock Incentive Plan and 2017Stock Incentive Plan (Exhibit 10.6 to the First Quarter 2017 Quarterly Report). * 10.34.5 Form of 2017 Director Restricted Stock Unit Grant Statement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan (Exhibit10.1 to the Quarterly Report on Form 10-Q of NCR Corporation for the quarter ended June 30, 2017 (the “Second Quarter 2017 QuarterlyReport”)). * 10.34.6 Form of 2017 Stock Option Award Agreement under the 2013 Stock Incentive Plan and 2017 Stock Incentive Plan (Exhibit 10.2 to theSecond Quarter 2017 Quarterly Report). * 10.35 NCR Director Compensation Program effective May 1, 2017 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of NCR Corporation forthe quarter ended September 30, 2017). * 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. 21 Subsidiaries of NCR Corporation. 23.1 Consent of Independent Registered Public Accounting Firm. 117Table of Contents31.1 Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934. 31.2 Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934. 32 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Tax Opinion of Wachtell, Lipton, Rosen & Katz in connection with the Spin off of Teradata, dated August 27, 2007 (Exhibit 99.2 to theCurrent Report on Form 8-K of NCR Corporation dated September 30, 2007). 101 Financials in XBRL Format.* Management contracts or compensatory plans/arrangements118Table of ContentsItem 16.FORM 10-K SUMMARYNone.NCR CorporationSCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS(In millions)Column A Column B Column C Column D Column E Additions Description Balance atBeginning ofPeriod Charged toCosts &Expenses Charged toOther Accounts Deductions Balance at Endof PeriodYear Ended December 31, 2017 Allowance for doubtful accounts $41 $10 $— $14 $37Deferred tax asset valuation allowance $445 $— $— $30 $415 Year Ended December 31, 2016 Allowance for doubtful accounts $47 $9 $— $15 $41Deferred tax asset valuation allowance $346 $— $99 $— $445 Year Ended December 31, 2015 Allowance for doubtful accounts $19 $32 $— $4 $47Deferred tax asset valuation allowance $294 $— $52 $— $346119Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. NCR CORPORATION Date:February 26, 2018By: /s/ Robert Fishman Robert FishmanExecutive Vice President and Chief Financial OfficerPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities and on the date indicated. SignatureTitle /s/ William R. NutiChairman of the Board of Directors, William R. Nutiand Chief Executive Officer /s/ Robert P. FishmanExecutive Vice President and Chief Financial Officer Robert P. Fishman(Principal Financial and Accounting Officer) /s/ Gregory R. BlankDirector Gregory R. Blank /s/ Chinh E. ChuDirector Chinh E. Chu /s/ Richard L. ClemmerDirector Richard L. Clemmer /s/ Gary DaichendtDirector Gary Daichendt Director Robert P. DeRodes /s/ Deborah A. FarringtonDirector Deborah A. Farrington /s/ Kurt P. KuehnDirector Kurt P. Kuehn /s/ Linda Fayne LevinsonDirector Linda Fayne Levinson /s/ Matthew ThompsonDirector Matthew Thompson Date:February 26, 2018 120EXHIBIT 10.11.2SECOND AMENDMENT TO THE AMENDED AND RESTATEDNCR CHANGE IN CONTROL SEVERANCE PLANWHEREAS, NCR Corporation (the “Company”) previously adopted the Amended and Restated NCR Change in ControlSeverance Plan (the “CIC Severance Plan”), as amended and restated effective December 31, 2008, and as further amended effectiveJanuary 27, 2010;WHEREAS, the Compensation and Human Resource Committee (the “Compensation Committee”) of the Board of Directorsof the Company (the “Board”) desires to further amend the CIC Severance Plan, as provided below, to update Exhibit A to the CICSeverance Plan, which identifies the positions of executives eligible to participate in the CIC Severance Plan and their respectivebenefit Tier Levels; andWHEREAS, the Compensation Committee has determined that, in furtherance of these objectives, it is desirable to amend theCIC Severance Plan as described below, as permitted by Articles III and VI of the CIC Severance Plan, and in accordance with theBoard’s delegation of amendment authority to the Compensation Committee on October 21, 2015.NOW THEREFORE, effective October 24, 2017, the CIC Severance Plan is hereby amended as follows:Exhibit A is amended to read:Exhibit AParticipants and Tier Levels(Revised October 24, 2017)The following positions are the Participants, and their respective Tier Levels, under this Plan:PositionTier LevelChairman and Chief Executive OfficerIPresident and Chief Operating OfficerI Executive Vice PresidentIISenior Vice President and Chief Financial OfficerIISenior Vice President, General Counsel and SecretaryIISenior Vice President, Human ResourcesIIEXHIBIT 10.21.1FIRST AMENDMENT TO THE AMENDED AND RESTATEDNCR EXECUTIVE SEVERANCE PLANWHEREAS, NCR Corporation (the “Company”) previously adopted the NCR Executive Severance Plan (the “ExecutiveSeverance Plan”) effective December 12, 2014, as amended and restated effective April 22, 2015;WHEREAS, the Compensation and Human Resource Committee (the “Committee”) of the Board of Directors of theCompany desires to further amend the Executive Severance Plan to exclude target bonus amounts under the Software & Cloud Planestablished by the Committee; andWHEREAS, the Committee has determined that, in furtherance of this objective, it is desirable to amend the ExecutiveSeverance Plan as described below, as permitted by Section 6.3 thereof.NOW THEREFORE, effective October 24, 2017, Article II(q) of the Executive Severance Plan is hereby amended to read asfollows:(q) Target Bonus. With respect to any Participant, the Participant’s target annual cash bonus under the Company’sannual bonus plan applicable to the Participant for the year immediately prior to the year of such Participant’stermination of employment. As used in this definition, the reference to “target bonus” shall mean the dollar amountdetermined by multiplying the Participant’s target bonus percentage as in effect on December 31st of such prior year bythe Participant’s actual base salary as in effect on December 31st of such prior year; provided that such “target bonus”reference shall exclude any target bonus “uplift” amount established for the Participant solely with respect to stretchperformance goals under any bonus “uplift” program established by the Committee, as may be amended from time totime.Exhibit 12.1NCR CorporationCOMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS(in millions) Year endedDecember 31,2017 Year endedDecember 31,2016 Year endedDecember 31,2015 Year endedDecember 31,2014 Year endedDecember 31,2013Earnings Income (loss) before income taxes, non-controlling interest, discontinuedoperations (1)$482 $379 $(95) $137 $554Fixed charges211 214 222 224 142Non-controlling interest in pre-tax income of subsidiaries that have notincurred fixed charges(4) (4) (4) (4) (4)Adjusted earnings$689 $589 $123 $357 $692Fixed charges Interest expense$163 $170 $173 $181 $103Portion of rental expense representative of the interest factor (2)48 44 49 43 39Fixed charges added to earnings$211 $214 $222 $224 $142Ratio of earnings to fixed charges3.27 2.75 N/A* 1.59 4.87Preferred stock dividends and preferred stock accretion109 49 4 — —Ratio of earnings before provision for income taxes to earnings fromcontinuing operations (3)2.01 1.32 1.00 — —Preferred stock dividend factor219 65 4 — —Fixed charges and preferred stock dividends$430 $279 $226 $224 $142Ratio of earnings to fixed charges and preferred stock dividends1.60 2.11 N/A** 1.59 4.87* For the year ended December 31, 2015, the ratio of earnings to fixed charges coverage is less than 1:1. We would have needed to generate additionalearnings of $99 million to achieve a coverage of 1:1 in the year ended December 31, 2015.** For the year ended December 31, 2015, the ratio of earnings to fixed charges and preferred stock dividends coverage is less than 1:1. We would haveneeded to generate additional earnings of $103 million to achieve a coverage of 1:1 in the year ended December 31, 2015.(1) The preferred stock dividends are included in fixed charges (i.e. the denominator of the ratio calculation) but excluded from the numerator of the ratiocalculation as such amount was not deducted in arriving at the pre-tax income (loss) from continuing operations, as defined.(2) Interest portion of rental expense is estimated to equal 1/3 of such expense, which is considered a reasonable approximation of the interest factor.(3) For the year ended December 31, 2015, given the tax expense on income before income taxes, non-controlling interest, and discontinued operations, theratio of earnings before provision for income taxes to earnings from continuing operations was less than 1. As such, there was no gross up adjustment forthe preferred stock dividends and preferred stock accretion.EXHIBIT 21SUBSIDIARIES OF NCR CORPORATIONas of February 20, 2018 Organized under the Laws ofData Pathing Holding LLCDelawareNCR EasyPoint LLCDelawareNCR European and South American Holdings LLCDelawareNCR Government Systems LLCDelawareNCR Indonesia LLCDelawareNCR International, Inc.DelawareNCR Italia Holdings LLCDelawareNCR Latin American Holdings LLCDelawareNCR Middle East Holdings, LLCDelawareNCR Poland LLCDelawareNCR Solutions (Middle East) LLCDelawareNCR Receivables LLCDelawareNorth American Research CorporationDelawareQuantor Holding LLCDelawareNCR Foreign Investco, LLCDelawareNCR Foreign Investco 1, LLCDelawareRadiant Payment Services, LLCGeorgiaThe National Cash Register CompanyMarylandTCR Business Systems, Inc.TexasTexas Digital Systems, Inc.TexasNCR Argentina S.R.L.ArgentinaNCR Australia Pty, Ltd.AustraliaQuest Retail Technology Pty LtdAustraliaRadiant Systems Asia-Pacific Pty Ltd.AustraliaRetalix Australia PTY Ltd.AustraliaRADS Australia Holdings Pty LtdAustraliaNCR Oesterreich Ges.m.b.H.AustriaOrderman GmbHAustriaRadiant Systems GmbHAustriaNCR (Bahrain) W.L.L.BahrainNCR Hospitality Bahrain SPCBahrainNCR Belgium & Co. SNCBelgiumGlobal Assurance LimitedBermudaNCR (Bermuda) Holdings LimitedBermudaNCR Bermuda (2006) LimitedBermudaNCR Services LimitedBermudaNCR Treasury Finance LimitedBermudaNCR Treasury Financing LimitedBermuda Organized under the Laws ofNCR d.o.o. Banja LukaBosniaNCR Brasil – Industria de Equipamentos para Automacao S.A.BrazilNCR Brasil LtdaBrazilWyse Sistemas de Informatica LtdaBrazilNCR Canada Corp.CanadaNCR Chile Industrial y Comercial LimitadaChileNCR Comercial E Inversiones LimitadaChileNCR (Beijing) Financial Equipment System Co., Ltd.ChinaNCR (Guangzhou) Technology Co., Ltd.ChinaNCR (Shanghai) Technology Services Ltd.ChinaRetalix Technology (Beijing) Co. Ltd.ChinaNCR Columbia LtdaColumbiaPapeles y Suministros del Cuaca S.A. (Joint Venture)ColumbiaNCR (Cyprus) LimitedCyprusNCR (IRI) Ltd.CyprusNCR (Middle East) LimitedCyprusNCR (North Africa) LimitedCyprusNCR Ceska Republika spol. S.r.o.Czech RepublicNCR Danmark A/SDenmarkNCR Dominicana SRLDominican RepublicNCR Finland OYFinland4Front Technologies SA FranceFranceNCR France, SNCFranceNCR Antilles S.A.R.L.French W.I.NCR GmbHGermanyNCR Ghana LimitedGhanaNCR (Hellas) S.A.GreeceNCR (Hong Kong) LimitedHong KongNCR Magyarorszag Kft.HungaryNCR Corporation India Private LimitedIndiaDigital Insight India Products Private LimitedIndiaRadiant Systems Retail Solutions Private LimitedIndiaPT. NCR IndonesiaIndonesiaNCR Airside Ireland LimitedIrelandNCR Global Holdings LimitedIrelandNCR Global Solutions LimitedIrelandNCR Israel Ltd.IsraelNCR Global Ltd.IsraelMoon Holdings S.P.V Ltd.IsraelTamar Industries M.R. Electronic Ltd.IsraelNCR Italia S.r.l.ItalyNCR Japan, Ltd.JapanNCR (Kenya) LimitedKenyaNCR Korea Co Ltd.Korea Organized under the Laws ofNCR International SNCLuxembourgNCR International 2 SNCLuxembourgRADS International SARLLuxembourgOrderman S.Á.R.L.LuxembourgNCR (Macau) LimitedMacauNCR Payments and Services Malaysia Sdn BhdMalaysiaNCR (Malaysia) Sdn BhdMalaysiaRadiant Systems Retail Solutions Sdn BhdMalaysiaTricubes NCR JV Sdn BhdMalaysiaNCR de Mexico S. de R.L. de C.V.MexicoNCR Solutions de Mexico S. de R.L. de C.V.MexicoGlobal Acquisition C.V.NetherlandsKeynesplein Holding C.V.NetherlandsNCR Dutch Holdings B.V.NetherlandsNCR Dutch Holdings C.V.NetherlandsNCR Nederland B.V.NetherlandsNCR (NZ) CorporationNew ZealandNCR (Nigeria) PLCNigeriaNCR Norge ASNorwayNCR Corporation de Centroamerica S.A.PanamaNCR del Peru S.A.PeruNCR Cebu Development Center, Inc.PhilippinesNCR Corporation (Philippines)PhilippinesNCR Polska Sp.z.o.o.PolandNCR Iberia Unipessoal, LdaPortugalNCR Qatar LLCQatarNCR A/ORussiaNCR d.o.o. BeogradSerbiaNCR Asia Pacific Pte LimitedSingaporeNCR Singapore Pte LtdSingaporeRadiant Systems Retail Solutions Pte Ltd.SingaporeNCR International (South Africa) (Pty) Ltd.South AfricaNCR Espana, S.L.SpainOrderman Iberica S.L.SpainIber Aloha S.L.SpainNational Registrierkassen AGSwitzerlandNCR (Switzerland) GmbHSwitzerlandNCR Systems Taiwan Ltd.TaiwanNCR (Thailand) LimitedThailandRadiant Systems Ltd.ThailandNCR Bilisim Sistemleri, LSTurkeyNCR Ukraine LimitedUkraineNCR Financial Solutions Group LimitedUnited KingdomNCR LimitedUnited Kingdom Organized under the Laws ofNCR UK Group LimitedUnited KingdomRadiant Systems UK (II) LimitedUnited KingdomRadiant Systems LimitedUnited KingdomN. Timms & Co (Private) LtdZimbabweNCR Zimbabwe (Private) LtdZimbabweCONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-210457) and S-8 (Nos. 333-18797, 333-188167,333-139553, 333-215248 and 333-217574) of NCR Corporation of our report dated February 23, 2018 relating to the financial statements, financialstatement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Atlanta, GA February 26, 2018Exhibit 31.1CERTIFICATIONI, William Nuti, certify that:1. I have reviewed this Annual Report on Form 10-K of NCR Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date:February 26, 2018 /s/ William Nuti William Nuti Chairman of the Board and Chief Executive OfficerExhibit 31.2CERTIFICATIONI, Robert Fishman, certify that:1. I have reviewed this Annual Report on Form 10-K of NCR Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date:February 26, 2018 /s/ Robert Fishman Robert Fishman Executive Vice President and Chief Financial OfficerExhibit 32CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of NCR Corporation, a Maryland corporation (the “Company”) for the period ending December31, 2017 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company doeshereby certify, pursuant to 18 U.S.C. § 1350 (section 906 of the Sarbanes-Oxley Act of 2002), that:(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.The foregoing certification (i) is given to such officers’ knowledge, based upon such officers’ investigation as such officers reasonably deemappropriate; and (ii) is being furnished solely pursuant to 18 U.S.C. § 1350 (section 906 of the Sarbanes-Oxley Act of 2002) and is not being filed as part ofthe Report or as a separate disclosure document.Dated:February 26, 2018 /s/ William Nuti William Nuti Chairman of the Board and Chief Executive OfficerDated:February 26, 2018 /s/ Robert Fishman Robert Fishman Executive Vice President and Chief Financial OfficerA signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signaturesthat appear in typed form within the electronic version of this written statement required by Section 906, has been provided to NCR Corporation and will beretained by NCR Corporation and furnished to the United States Securities and Exchange Commission or its staff upon request.

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