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NCR VOYIX Corp - Quarter Report: 2023 June (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
________________________
(Mark One)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-00395
 ________________________
NCRlogonew.jpg
NCR CORPORATION
(Exact name of registrant as specified in its charter)
________________________
 
Maryland 31-0387920
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
864 Spring Street NW
Atlanta, GA 30308
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (937) 445-1936
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
NCR
New York Stock Exchange
    Indicate 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 of 1934 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 filing requirements for the past 90 days.    Yes  ☑   No  ☐
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
☐
Emerging growth company
☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☑
As of July 21, 2023, there were approximately 140.9 million shares of the registrant's common stock issued and outstanding.

Table of Contents

TABLE OF CONTENTS    
 
PART I. Financial Information
 DescriptionPage
Item 1.

Item 2.
Item 3.
Item 4.
PART II. Other Information
 DescriptionPage
Item 1.
Item 1A.
Item 2.
Item 6.


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Part I. Financial Information
 
Item 1.    FINANCIAL STATEMENTS
NCR Corporation
Condensed Consolidated Statements of Operations (Unaudited) 
In millions, except per share amountsThree months ended June 30Six months ended June 30
2023202220232022
Product revenue$576 $614 $1,097 $1,130 
Service revenue1,410 1,383 2,780 2,733 
Total revenue1,986 1,997 3,877 3,863 
Cost of products478 544 934 1,036 
Cost of services970 982 1,939 1,945 
Selling, general and administrative expenses333 309 625 622 
Research and development expenses57 59 121 124 
Total operating expenses1,838 1,894 3,619 3,727 
Income (loss) from operations148 103 258 136 
Interest expense(91)(67)(174)(130)
Other income (expense), net(8)1 (11)10 
Income (loss) from continuing operations before income taxes49 37 73 16 
Income tax expense (benefit)30 — 44 13 
Income (loss) from continuing operations19 37 29 3 
Income (loss) from discontinued operations, net of tax(1)6 (1)5 
Net income (loss)18 43 28 8 
Net income (loss) attributable to noncontrolling interests(1)2 — 1 
Net income (loss) attributable to NCR$19 $41 $28 $7 
Amounts attributable to NCR common stockholders:
Income (loss) from continuing operations$20 $35 $29 $2 
Series A convertible preferred stock dividends(4)(4)(8)(8)
Income (loss) from continuing operations attributable to NCR common stockholders16 31 21 (6)
Income (loss) from discontinued operations, net of tax(1)6 (1)5 
Net income (loss) attributable to NCR common stockholders$15 $37 $20 $(1)
Income (loss) per share attributable to NCR common stockholders:
Income (loss) per common share from continuing operations
Basic$0.11 $0.23 $0.15 $(0.04)
Diluted$0.11 $0.22 $0.15 $(0.04)
Net income (loss) per common share
Basic$0.11 $0.27 $0.14 $(0.01)
Diluted$0.11 $0.26 $0.14 $(0.01)
Weighted average common shares outstanding
Basic140.4 136.6 140.0 136.2 
Diluted141.9 140.8 142.0 136.2 

See Notes to Condensed Consolidated Financial Statements.
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NCR Corporation
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
In millionsThree months ended June 30Six months ended June 30
2023202220232022
Net income (loss)$18 $43 $28 $8 
Other comprehensive income (loss):
Currency translation adjustments
Currency translation gains (loss)4 (53)8 (79)
Derivatives
Unrealized gains (loss) on derivatives35 21 24 78 
   Loss (gains) on derivatives recognized during the period(24)5 (43)6 
        Less income tax(5)(6)2 (19)
Employee benefit plans
   Amortization of prior service cost (benefit)(1)— (1)(1)
   Amortization of actuarial loss (gains)(1)— (2)— 
        Less income tax1 — 1 — 
Other comprehensive income (loss)9 (33)(11)(15)
Total comprehensive income (loss)27 10 17 (7)
Less comprehensive income (loss) attributable to noncontrolling interests:
   Net income (loss)(1)2 — 1 
   Currency translation gains (losses)1 (1)— (1)
Amounts attributable to noncontrolling interests— 1 — — 
Comprehensive income (loss) attributable to NCR$27 $9 $17 $(7)
See Notes to Condensed Consolidated Financial Statements.
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NCR Corporation
Condensed Consolidated Balance Sheets (Unaudited)
In millions, except per share amountsJune 30, 2023December 31, 2022
Assets
Current assets
Cash and cash equivalents$547 $505 
Accounts receivable, net of allowances of $42 and $34 as of June 30, 2023 and December 31, 2022, respectively
986 1,083 
Inventories709 772 
Restricted cash254 228 
Prepaid and other current assets458 494 
Total current assets2,954 3,082 
Property, plant and equipment, net677 663 
Goodwill4,544 4,540 
Intangibles, net1,064 1,145 
Operating lease assets353 371 
Prepaid pension cost222 212 
Deferred income taxes589 598 
Other assets876 896 
Total assets$11,279 $11,507 
Liabilities and stockholders’ equity
Current liabilities
Short-term borrowings$105 $104 
Accounts payable832 942 
Payroll and benefits liabilities208 207 
Contract liabilities560 537 
Settlement liabilities263 250 
Other current liabilities689 673 
Total current liabilities2,657 2,713 
Long-term debt5,316 5,561 
Pension and indemnity plan liabilities617 614 
Postretirement and postemployment benefits liabilities92 91 
Income tax accruals98 97 
Operating lease liabilities336 353 
Other liabilities334 324 
Total liabilities9,450 9,753 
Commitments and Contingencies (Note 10)
Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.3 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; redemption amount and liquidation preference of $276 as of June 30, 2023 and December 31, 2022, respectively
275 275 
Stockholders’ equity
NCR stockholders’ equity
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
— — 
Common stock: par value $0.01 per share, 500.0 shares authorized, 140.4 and 138.0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
1 1 
Paid-in capital770 704 
Retained earnings1,095 1,075 
Accumulated other comprehensive loss(311)(300)
Total NCR stockholders’ equity1,555 1,480 
Noncontrolling interests in subsidiaries(1)(1)
Total stockholders’ equity1,554 1,479 
Total liabilities and stockholders’ equity$11,279 $11,507 
See Notes to Condensed Consolidated Financial Statements.
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NCR Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
In millionsSix months ended June 30
20232022
Operating activities
Net income (loss)$28 $8 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
     Loss (income) from discontinued operations1 (5)
Depreciation and amortization306 299 
Stock-based compensation expense68 69 
Deferred income taxes16 6 
Impairment of other assets1 — 
Loss (gain) on disposal of property, plant and equipment and other assets1 2 
(Gain) loss on divestiture(8)— 
Changes in assets and liabilities, net of effects of business acquired:
Receivables91 (209)
Inventories21 (202)
Current payables and accrued expenses(104)58 
Contract liabilities25 34 
Employee benefit plans(24)6 
Other assets and liabilities122 52 
Net cash provided by operating activities$544 $118 
Investing activities
Expenditures for property, plant and equipment$(70)$(32)
Proceeds from sale of property, plant and equipment and other assets8 3 
Additions to capitalized software(134)(142)
Business acquisitions, net of cash acquired (6)(1)
Proceeds from divestiture, net8 — 
Other investing activities, net— (5)
Net cash used in investing activities$(194)$(177)
Financing activities
Short term borrowings, net$— $2 
Payments on term credit facilities(50)(4)
Payments on revolving credit facilities(927)(599)
Borrowings on revolving credit facilities732 637 
Payments on other financing arrangements(2)— 
Cash dividend paid for Series A preferred shares dividends (8)(8)
Proceeds from employee stock plans14 14 
Tax withholding payments on behalf of employees(16)(36)
Net change in client funds obligations— (3)
Principal payments for finance lease obligations(9)(8)
Other financing activities— (2)
Net cash provided by (used in) financing activities$(266)$(7)
Cash flows from discontinued operations
Net cash provided by (used in) operating activities of discontinued operations$(6)$— 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(8)(19)
Increase (decrease) in cash, cash equivalents, and restricted cash70 (85)
Cash, cash equivalents and restricted cash at beginning of period740 749 
Cash, cash equivalents and restricted cash at end of period$810 $664 
Supplemental disclosures of noncash investing and financing activities During the six months ended June 30, 2022, we issued shares of the Company's common stock and assumed unvested outstanding option awards in the acquisition of Moon Inc., dba LibertyX, for total non-cash consideration of $68 million. In connection with the acquisition, we also assumed debt of $2 million. Refer to Note 2, “Business Combinations”, for additional information on the LibertyX acquisition.

See Notes to Condensed Consolidated Financial Statements.
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NCR Corporation
Condensed Consolidated Statements of Changes in Stockholder's Equity (Unaudited)
NCR Stockholders
Common StockAccumulated Other Comprehensive (Loss) IncomeNon-Redeemable Noncontrolling Interests in Subsidiaries
In millionsSharesAmountPaid-in CapitalRetained EarningsTotal
December 31, 2022138 $1 $704 $1,075 $(300)$(1)$1,479 
Comprehensive income:
Net income (loss)— — — 9 — 1 10 
Other comprehensive income (loss)— — — — (19)(1)(20)
Total comprehensive income (loss)— — — 9 (19)— (10)
Employee stock purchase and stock compensation plans2 — 23 — — — 23 
Series A convertible preferred stock dividends— — — (4)— — (4)
March 31, 2023140 $1 $727 $1,080 $(319)$(1)$1,488 
Comprehensive income:
Net income (loss)— — — 19 — (1)18 
Other comprehensive income (loss)— — — — 8 1 9 
Total comprehensive income (loss)— — — 19 8 — 27 
Employee stock purchase and stock compensation plans— — 43 — — — 43 
Series A convertible preferred stock dividends— — — (4)— — (4)
June 30, 2023140 $1 $770 $1,095 $(311)$(1)$1,554 

See Notes to Condensed Consolidated Financial Statements.























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NCR Corporation
Condensed Consolidated Statements of Changes in Stockholder's Equity (Unaudited) - (Continued)

NCR Stockholders
Common StockAccumulated Other Comprehensive (Loss) IncomeNon-Redeemable Noncontrolling Interests in Subsidiaries
In millionsSharesAmountPaid-in CapitalRetained EarningsTotal
December 31, 2021132 $1 $515 $1,031 $(291)$3 $1,259 
Comprehensive income:
     Net income (loss)— — — (34)— (1)(35)
     Other comprehensive income (loss) — — — — 18 — 18 
Total comprehensive income (loss) — — — (34)18 (1)(17)
Employee stock purchase and stock compensation plans3 — 19 — — — 19 
Stock issued in acquisition of LibertyX1 — 68 — — — 68 
Series A convertible preferred stock dividends— — — (4)— — (4)
March 31, 2022136 $1 $602 $993 $(273)$2 $1,325 
Comprehensive income:
Net income (loss)— — — 41 — 2 43 
Other comprehensive income (loss)— — — — (32)(1)(33)
Total comprehensive income (loss)— — — 41 (32)1 10 
Employee stock purchase and stock compensation plans1 — 42 — — — 42 
Series A convertible preferred stock dividends— — — (4)— — (4)
June 30, 2022137 $1 $644 $1,030 $(305)$3 $1,373 

See Notes to Condensed Consolidated Financial Statements.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)

Index to Financial Statements and Supplemental Data


1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements have been prepared by NCR Corporation (“NCR”, the “Company”, “we” or “us”) without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the condensed consolidated results of operations, financial position, and cash flows for each period presented. The consolidated results for the interim periods are not necessarily indicative of results to be expected for the full year. The 2022 year-end Condensed Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (GAAP). These financial statements should be read in conjunction with NCR’s Form 10-K for the year ended December 31, 2022.

Planned Separation On September 15, 2022, NCR announced a plan to separate into two independent, publicly traded companies – one focused on digital commerce, the other on ATMs. The separation is intended to be structured in a tax-free manner. The separation transaction will follow the satisfaction of customary conditions, including effectiveness of appropriate filings with the U.S. Securities and Exchange Commission. The current target is to complete the separation in the fourth quarter of 2023.

In connection with the planned separation into two independent, publicly traded companies, the restricted stock units and stock options of certain members of executive management, including our named executive officers, will be converted into restricted stock units and stock options of NCR (RemainCo) and NCR ATMCo (SpinCo) on the same basis as is applicable to our stockholders.

Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the period reported.


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
Although our estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. In particular, a number of estimates have been and will continue to be affected by the ongoing variants of the coronavirus (COVID-19) pandemic, macroeconomic pressures and geopolitical challenges. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of the pandemic, supply chain challenges and cost escalations including materials, interest, labor and freight, and any additional governmental and public actions taken in response. As a result, our accounting estimates and assumptions may change over time as a consequence of the effects of these external factors. Such changes could result in future impairments of goodwill, intangible assets, long-lived assets, incremental credit losses on accounts receivable and decreases in the carrying amount of our tax assets.

Evaluation of Subsequent Events The Company evaluated subsequent events through the date that our Condensed Consolidated Financial Statements were issued. Other than the items discussed within the Notes to Condensed Consolidated Financial Statements, no matters were identified that required adjustment to the Condensed Consolidated Financial Statements or additional disclosure.

Reclassifications Certain prior-period amounts have been reclassified in the accompanying Condensed Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation. Reclassifications had no effect on prior year net income or stockholders’ equity.

Cyber ransomware incident On April 13, 2023, NCR determined that a single data center outage impacting certain of its commerce customers was caused by a cyber ransomware incident. Upon such determination, NCR immediately started contacting customers, enacted its cybersecurity protocol and engaged outside experts to contain the incident and begin the recovery process. We concluded that this incident is limited to specific functionality in Aloha cloud-based services and Counterpoint. Our investigation also indicated no financial reporting systems were impacted.

We have incurred, and may continue to incur, certain expenses related to this attack, including expenses to respond to, remediate and investigate this matter. During the three months ended June 30, 2023, we recognized $11 million related to this matter in Cost of services and Selling, general and administrative expenses. While the Company’s response to this incident is ongoing, at this time we do not believe such impact of the incident will ultimately have a material adverse effect on our business, results of operations or financial condition; however, we remain subject to risks and uncertainties as a result of the incident. We continue to assess the security event and cannot definitively determine, at this time, the full extent of the impact from such event on our business, results of operations or financial condition or whether such impact will ultimately have a material adverse effect.

Other In the first quarter of 2023, the Company recorded a $10 million out-of-period adjustment to increase operating expenses and an employee-related liability in order to correct for an understatement of such same balances during the fourth quarter of 2022. The Company evaluated the impact of the error and out-of-period adjustment and concluded it was not material to any previously issued interim or annual consolidated financial statements and the adjustment is not expected to be material to the year ending December 31, 2023.

Cash, Cash Equivalents, and Restricted Cash The reconciliation of cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows is as follows:
In millionsJune 30
Balance Sheet Location20232022
Cash and cash equivalentsCash and cash equivalents$547 $398 
Short term restricted cashRestricted cash6 — 
Long term restricted cashOther assets9 11 
Funds held for clientRestricted cash— 45 
Cash included in settlement processing assetsRestricted cash248 210 
Total cash, cash equivalents and restricted cash$810 $664 





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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
Contract Assets and Liabilities The following table presents the net contract liability balances as of June 30, 2023 and December 31, 2022.
In millionsLocation in the Condensed Consolidated Balance SheetJune 30, 2023December 31, 2022
Current portion of contract liabilitiesContract liabilities$560 $537 
Non-current portion of contract liabilitiesOther liabilities$51 $49 

During the six months ended June 30, 2023, the Company recognized $265 million in revenue that was included in contract liabilities as of December 31, 2022. During the six months ended June 30, 2022, the Company recognized $309 million in revenue that was included in contract liabilities as of December 31, 2021.

Remaining Performance Obligations Remaining performance obligations represent the transaction price of orders for which products have not been delivered or services have not been performed. As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $3.9 billion. The Company expects to recognize revenue on approximately three-quarters of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. The majority of our professional services are expected to be recognized over the next 12 months but this is contingent upon a number of factors, including customers’ needs and schedules.

The Company has made three elections that affect the value of remaining performance obligations described above. We do not disclose remaining performance obligations for contracts where variable consideration is directly allocated based on usage or when the original expected duration is one year or less. Additionally, we do not disclose remaining performance obligations for contracts where we recognize revenue from the satisfaction of the performance obligation in accordance with the 'right to invoice' practical expedient.

Capitalized Software Capitalized development costs for internal-use software and software that will be sold, leased or otherwise marketed were $573 million and $554 million as of June 30, 2023 and December 31, 2022, respectively, presented within Other assets on the Condensed Consolidated Balance Sheets.

Recent Accounting Pronouncements

Adoption of New Accounting Pronouncements

In October 2021, the FASB issued accounting standards update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, with new guidance for contract assets and contract liabilities acquired in a business combination. The new guidance requires contract assets and contract liabilities, such as deferred revenue, acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Prior to the issuance of this guidance, contract assets and contract liabilities were recognized by the acquirer at fair value on the acquisition date. The accounting standards update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted and should be applied prospectively to acquisitions occurring on or after the effective date. The adoption of this accounting standards update did not have a material effect on the Company's net income, cash flows, earnings per share or financial condition.

Although there are other new accounting pronouncements issued by the FASB and adopted by or effective for the Company, the Company does not believe any of these accounting pronouncements had a material impact on its condensed consolidated financial statements.

Accounting Pronouncements Issued But Not Yet Adopted

Although there are new accounting pronouncements issued by the FASB and not yet adopted by or effective for the Company, the Company does not believe any of these accounting pronouncements will have a material impact on its condensed consolidated financial statements.








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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
2. BUSINESS COMBINATIONS

Acquisition of LibertyX (2022)

On January 5, 2022, NCR completed its acquisition of Moon Inc., dba LibertyX, a leading cryptocurrency software provider, with the goal of enabling NCR to provide digital currency solutions, including the ability to buy and sell Bitcoin, and conduct cross-border remittance. The Company purchased all outstanding shares of LibertyX for $1 million cash consideration and approximately 1.4 million shares of the Company's common stock at a price of $42.13 per share. The Company also converted approximately 0.2 million outstanding unvested LibertyX option awards into NCR awards pursuant to an exchange ratio as defined in the acquisition agreement. LibertyX stock option awards were converted into NCR stock option awards with an exercise price per share for option awards equal to the exercise price per share of such stock option award immediately prior to the completion of the acquisition divided by the exchange ratio, and vested immediately. The value of the option awards was deemed attributable to services already rendered and was included as a portion of the purchase price. Total purchase consideration for the LibertyX acquisition was approximately $69 million. As a result of the acquisition, LibertyX became a wholly-owned subsidiary of NCR.

The fair value of consideration transferred to acquire LibertyX was allocated to the identifiable assets and acquired liabilities assumed based upon their estimated fair values as of the date of acquisition. The allocation of purchase price was finalized as of December 31, 2022.


3. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill by Segment The carrying amounts of goodwill by segment as of June 30, 2023 and December 31, 2022 are included in the table below. Foreign currency fluctuations are included within other adjustments.
December 31, 2022June 30, 2023
In millionsGoodwillAccumulated ImpairmentTotalAdditionsImpairmentOtherGoodwillAccumulated ImpairmentTotal
Retail$995 $(34)$961 $— $— $2 $997 $(34)$963 
Hospitality288 (23)265 — — 1 289 (23)266 
Digital Banking594 — 594 — — — 594 — 594 
Payments & Network1,036 — 1,036 — — — 1,036 — 1,036 
Self-Service Banking1,633 (101)1,532 — — 1 1,634 (101)1,533 
Other(1)
163 (11)152 — — — 163 (11)152 
Total goodwill$4,709 $(169)$4,540 $— $— $4 $4,713 $(169)$4,544 

(1) Other segment includes the goodwill associated with our Telecommunications & Technology reporting unit.

Identifiable Intangible Assets NCR's purchased intangible assets, reported in Intangibles, net in the Condensed Consolidated Balance Sheets, were specifically identified when acquired, and are deemed to have finite lives. The gross carrying amount and accumulated amortization for NCR’s identifiable intangible assets were as set forth in the table below.
Amortization
Period
(in Years)		June 30, 2023December 31, 2022
In millionsGross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Identifiable intangible assets
Reseller & customer relationships
1 - 20
$1,104 $(500)$1,103 $(463)
Intellectual property
2 - 8
1,030 (598)1,030 (558)
Customer contracts
8
89 (89)89 (89)
Tradenames
1 - 10
131 (103)128 (95)
Total identifiable intangible assets$2,354 $(1,290)$2,350 $(1,205)


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
Amortization expense related to identifiable intangible assets for the following periods is:
Three months ended June 30Six months ended June 30
In millions2023202220232022
Amortization expense$43 $45 $85 $86 

The estimated aggregate amortization expense for identifiable intangible assets for the following periods is:
For the years ended December 31
In millionsRemainder of 202320242025202620272028
Amortization expense$87 $161 $150 $139 $124 $106 
    

4. SEGMENT INFORMATION AND CONCENTRATIONS

The Company manages and reports its operations in the following segments:

•Retail - We offer software-led solutions to customers in the retail industry, leading with digital to connect retail operations end to end to integrate all aspects of a customer’s operations in indoor and outdoor settings from point-of-sale ("POS"), to payments, inventory management, fraud and loss prevention applications, loyalty and consumer engagement. These solutions include retail-oriented technologies such as comprehensive API-point of sale retail software platforms and applications, hardware terminals, self-service kiosks including self-checkout ("SCO"), payment processing and merchant acquiring solutions, and bar-code scanners.

•Hospitality - We offer technology solutions to customers in the hospitality industry, including table-service, quick-service and fast casual restaurants of all sizes, that are designed to improve operational efficiency, increase customer satisfaction, streamline order and transaction processing and reduce operating costs. Our solutions include POS hardware and software solutions, payment processing and merchant acquiring services, installation, maintenance, as well as managed and professional services.

•Digital Banking - NCR Digital Banking helps financial institutions implement their digital-first platform strategy by providing solutions for account opening, account management, transaction processing, imaging, and branch services to enable financial institutions to offer a compelling customer experience.

•Payments & Network - We provide a cost-effective way for financial institutions, fintechs, and neobanks to reach and serve their customers through our network of automated teller machines ("ATMs") and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our Allpoint retail-based ATM network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via NCRPay360. We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, as well as payment processing and merchant acquiring services in the retail, hospitality and other industries.

•Self-Service Banking - We offer solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer solutions to manage and run the ATM channel end-to-end for financial institutions that includes back office, cash management, software management and ATM deployment, among others.

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to an individual reportable segment along with any immaterial operating segment(s).

Eliminations include revenues from contracts with customers and the related costs that are reported in the Payments & Network segment as well as in the Retail or Hospitality segments, including merchant acquiring services that are monetized via payments.

These segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief operating decision maker in assessing segment performance and in allocating the Company's resources. Management evaluates the performance of the segments based on revenue and Adjusted EBITDA. Adjusted EBITDA is defined as GAAP net income (loss) from continuing operations attributable to NCR plus interest expense, net; plus
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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
income tax expense (benefit); plus depreciation and amortization; plus stock-based compensation expense; plus other income (expense); plus pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition-related intangibles, separation-related costs, cyber ransomware incident recovery costs, and transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), among others. The special items are considered non-operational or non-recurring in nature, so are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker in evaluating segment performance and are separately delineated to reconcile back to total reported GAAP net income (loss) from continuing operations attributable to NCR.

Special Item Related to Russia The war in Eastern Europe and related sanctions imposed on Russia and related actors by the United States and other jurisdictions required us to commence the orderly wind down of our operations in Russia in the first quarter of 2022. As of June 30, 2023, we have ceased operations in Russia and are in the process of dissolving our only subsidiary in Russia. As a result, for the three and six months ended June 30, 2022, our presentation of segment revenue and Adjusted EBITDA exclude the immaterial impact of our operating results in Russia, as well as the impact of impairments taken to write down the carrying value of assets and liabilities, severance charges, and the assessment of collectability on revenue recognition. We recognized a pre-tax net loss of $22 million for the six months ended June 30, 2022 related to these actions, recognized primarily in Cost of products, Cost of services and Selling, general and administrative expenses on the Condensed Consolidated Statement of Operations. No charges have been recognized for the six months ended June 30, 2023. We consider this to be a non-recurring special item and management has reviewed the results of its business segments excluding these impacts.

Assets are not allocated to segments, and thus are not included in the assessment of segment performance. 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 condensed consolidated financial statements as a whole. Intersegment sales and transfers are not material.
The following table presents revenue and Adjusted EBITDA by segment:
In millionsThree months ended June 30Six months ended June 30
2023202220232022
Revenue by segment
Retail$576 $562 $1,128 $1,108 
Hospitality235 238 458 449 
Digital Banking140 131 276 267 
Payments & Network333 332 656 631 
Self-Service Banking661 679 1,274 1,290 
Total segment revenue$1,945 $1,942 $3,792 $3,745 
Other (1)
54 61 108 129 
Eliminations(13)(12)(23)(20)
Other adjustment (2)
— 6 — 9 
Consolidated revenue$1,986 $1,997 $3,877 $3,863 
Adjusted EBITDA by segment
Retail$123 $104 $220 $171 
Hospitality60 46 113 87 
Digital Banking53 56 102 112 
Payments & Network99 97 182 195 
Self-Service Banking169 142 307 254 
Segment Adjusted EBITDA$504 $445 $924 $819 
(1) Other immaterial business operations that do not represent a reportable segment.
(2) Other adjustment reflects the revenue attributable to the Company's operations in Russia for the three and six months ended June 30, 2022 that were excluded from management's measure of revenue due to our previous announcement to suspend sales to Russia and orderly wind down of our operations in Russia beginning in the first quarter of 2022.

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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
The following table reconciles Segment Adjusted EBITDA to Net income (loss) from continuing operations attributable to NCR:
In millionsThree months ended June 30Six months ended June 30
2023202220232022
Segment Adjusted EBITDA$504 $445 $924 $819 
Less unallocated amounts:
Corporate and other income and expenses not allocated to reportable segments106 98 216 195 
Eliminations9 8 17 14 
Transformation and restructuring costs (1)
(1)49 (1)76 
Acquisition-related amortization of intangibles43 45 85 86 
Acquisition-related costs (2)
1 3 1 8 
Interest expense91 67 174 130 
Interest income(3)(2)(6)(3)
Depreciation and amortization (excluding acquisition-related amortization of intangibles)109 104 215 207 
Income tax expense (benefit)30 — 44 13 
Stock-based compensation expense36 35 68 69 
Separation costs (3)
52 — 71 — 
Cyber ransomware incident recovery costs (4)
11 — 11 — 
Russia— 3 — 22 
Net income (loss) from continuing operations attributable to NCR$20 $35 $29 $2 
(1) Represents integration, severance, and other exit and disposal costs, which are considered non-operational in nature.
(2) Represents professional fees, retention bonuses, and other costs incurred related to acquisitions, which are considered non-operational in nature.
(3) Represents professional fees specific to separation preparation including separation management, organizational design, and legal fees.
(4) Represents expenses to respond to, remediate and investigate the April 13, 2023 cyber ransomware incident, which is considered a non-recurring special item. Additional details regarding this cyber ransomware incident are discussed in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”.

The following table presents revenue by geography for NCR:
In millionsThree months ended June 30Six months ended June 30
2023202220232022
United States$1,121 $1,075 $2,214 $2,073 
Americas (excluding United States)199 201 381 384 
Europe, Middle East and Africa446 498 858 964 
Asia Pacific220 223 424 442 
Total revenue$1,986 $1,997 $3,877 $3,863 








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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
The following table presents the recurring revenue for NCR:
In millionsThree months ended June 30Six months ended June 30
2023202220232022
Recurring revenue (1)
$1,262 $1,217 $2,491 $2,396 
All other products and services724 780 1,386 1,467 
Total revenue$1,986 $1,997 $3,877 $3,863 

(1) Recurring revenue includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, cloud revenue, payment processing revenue, interchange and network revenue, Bitcoin-related revenue, and certain professional services arrangements, as well as term-based software license arrangements that include customer termination rights.



5. DEBT OBLIGATIONS

The following table summarizes the Company's short-term borrowings and long-term debt:
June 30, 2023December 31, 2022
In millions, except percentagesAmountWeighted-Average Interest RateAmountWeighted-Average Interest Rate
Short-Term Borrowings
Current portion of Senior Secured Credit Facility (1)
$101 7.54%$100 6.54%
Other (1)
4 7.24%4 7.05%
Total short-term borrowings$105 $104 
Long-Term Debt
Senior Secured Credit Facility:
Term loan facility (1)
$1,726 7.63%$1,778 6.69%
Revolving credit facility (1)
328 7.38%523 6.79%
Senior notes:
5.750% Senior Notes due 2027
500 500 
5.000% Senior Notes due 2028
650 650 
5.125% Senior Notes due 2029
1,200 1,200 
6.125% Senior Notes due 2029
500 500 
5.250% Senior Notes due 2030
450 450 
Deferred financing fees(45)(49)
Other (1)
7 7.19%9 7.1%
Total long-term debt$5,316 $5,561 
    
(1)    Interest rates are weighted-average interest rates as of June 30, 2023 and December 31, 2022.

Senior Secured Credit Facility The Company is party to a Senior Secured Credit Facility, as amended, which provides for a senior secured term loan A facility in an aggregate principal amount of $1.305 billion (the “TLA Facility”), a senior secured term loan B facility in an aggregate principal amount of $750 million (the “TLB Facility” and together with the TLA Facility, the “Term Loan Facilities”), and a revolving credit facility with commitments in an initial aggregate principal amount of $1.3 billion (the “Revolving Credit Facility”).

As of June 30, 2023, the term loan facilities (the TLA Facility and the TLB Facility) under the Senior Secured Credit Facility have an aggregate principal amount of $2.055 billion, of which $1.827 billion remained outstanding. Additionally, as of June 30, 2023, there was $328 million outstanding under the Revolving Credit Facility. The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and, as of June 30, 2023, outstanding letters of credit were $29 million. Our borrowing capacity under our Revolving Credit Facility was $943 million at June 30, 2023.
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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The outstanding principal balance of the TLB Facility is required to be repaid in equal quarterly installments of 0.25% of the original aggregate principal amount thereof that began with the fiscal quarter ended December 31, 2019, with the balance being due at maturity on August 28, 2026 (the “TLB Maturity Date”).

The outstanding principal balance of the TLA Facility is required to be repaid in equal quarterly installments of 1.875% of the original aggregate principal amount thereof, that began with the fiscal quarter ended September 30, 2021, with the balance being due at maturity on the earlier of (a) June 21, 2026 and (b) unless the loans under TLB Facility have been repaid prior to such date, the date that is 91 days prior to the TLB Maturity Date.

Commitments under the Revolving Credit Facility are scheduled to terminate on the earlier of (a) June 21, 2026 and (b) unless the loans under TLB Facility have been repaid prior to such date, the date that is 91 days prior to the TLB Maturity Date. Loans under the Revolving Credit Facility may be repaid and reborrowed prior to such date, subject to the satisfaction of customary conditions.

The obligations under the Senior Secured Credit Facility are guaranteed by certain of the Company’s domestic material subsidiaries including NCR International, Inc. (the “Guarantor Subsidiary”) and certain domestic subsidiaries acquired through the Cardtronics Transaction (collectively, the “Cardtronics Guarantors” and together with the Guarantor Subsidiary, the “Guarantors”). The obligations under the Senior Secured Credit Facility and the above described guarantee are secured by a first priority lien and security interest in certain equity interests owned by the Company and the Guarantors in certain of their respective domestic and foreign subsidiaries, and a first priority lien and security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exclusions. These security interests would be released if the Company achieves an “investment grade” rating and will remain released so long as the Company maintains an “investment grade” rating.
The Senior Secured Credit Facility includes affirmative and negative covenants that restrict or limit the ability of the Company and its subsidiaries to, among other 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 similar distributions; 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 a financial covenant with respect to the Revolving Credit Facility and the TLA Facility. The financial covenant requires 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 to December 31, 2021, 5.50 to 1.00, (ii) in the case of any fiscal quarter ending on or prior to September 30, 2022, 5.25 to 1.00, and (iii) in the case of any fiscal quarter ending on or after December 31, 2022, 4.75 to 1.00.
Senior Unsecured Notes The Company's senior unsecured notes are guaranteed by certain of the Company's domestic material subsidiaries (including the Guarantor Subsidiary and the Cardtronics Guarantors that joined as guarantors on October 14, 2021), which have guaranteed fully and unconditionally the obligations to pay principal and interest for the Company's senior unsecured notes. The terms of the indentures for the Company's senior unsecured notes limit the ability of the Company and certain of its subsidiaries to, among other things, incur additional debt or issue redeemable preferred stock; pay dividends or make certain other restricted payments or investments; incur liens; sell assets; incur restrictions on the ability of the Company's subsidiaries to pay dividends to the Company; enter into affiliate transactions; engage in sale and leaseback transactions; and consolidate, merge, sell or otherwise dispose of all or substantially all of the Company's or such subsidiaries' assets. These covenants are subject to significant exceptions 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 is continuing, certain covenants will be terminated.

Other Debt In December 2022, the Company entered into a borrowing agreement with Banc of America Leasing & Capital, LLC to direct funds to NCR in exchange for installment repayments and for security interest in ATM equipment in corresponding ATM-as-a-Service ("ATMaaS") contracts. The total amount available under the financing program is $20 million with repayment terms up to four years. As of June 30, 2023 total debt outstanding under the financing program was $11 million with a weighted average interest rate of 7.20% and a weighted average term of 3.3 years. As of December 31, 2022, total debt outstanding was $12 million with a weighted average interest rate of 7.21% and a weighted average term of 3.7 years.


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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
Fair 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 of June 30, 2023 and December 31, 2022 was $5.18 billion and $5.25 billion, respectively. Management's fair value estimates were based on quoted prices for recent trades of NCR’s long-term debt, quoted prices for similar instruments, and inquiries with certain investment communities.


6. TRADE RECEIVABLES FACILITY

The Company maintains a trade receivables facility (the “T/R Facility”) with PNC Bank, National Association (“PNC”), which allows the Company's wholly-owned, bankruptcy remote subsidiary, NCR Receivables LLC (the “U.S. SPE”), to sell certain trade receivables on a revolving basis to PNC and the other unaffiliated purchasers participating in the T/R Facility. The T/R Facility, as amended, became effective September 30, 2021 and has a term of two years, which the Company and the U.S. SPE intend to renew.

Under the T/R Facility, the Company and certain United States and Canadian operating subsidiaries of the Company continuously sell their trade receivables as they are originated to the U.S. SPE and a Canadian bankruptcy-remote special purpose entity (collectively, the “SPEs”), as applicable. None of the assets or credit of either SPE is available to satisfy the debts and obligations owed to the creditors of the Company or any other person until the obligations of the SPEs under the T/R Facility have been satisfied. The Company controls and therefore consolidates the SPEs in its condensed consolidated financial statements.

As cash is collected on the trade receivables, the U.S. SPE has the ability to continuously transfer ownership and control of new qualifying receivables to PNC and the other unaffiliated purchasers such that the total outstanding balance of trade receivables sold can be up to $300 million at any point in time, which is the maximum purchase commitment of PNC and the other unaffiliated purchasers. The future outstanding balance of trade receivables that are sold is expected to vary based on the level of activity and other factors and could be less than the maximum purchase commitment of $300 million. The total outstanding balance of trade receivables that have been sold and derecognized by the U.S. SPE to PNC and the other unaffiliated purchasers is approximately $268 million and $300 million as of June 30, 2023 and December 31, 2022, respectively. Excluding the trade receivables sold to PNC and other unaffiliated purchasers, the SPEs collectively owned $301 million and $321 million of trade receivable as of June 30, 2023 and December 31, 2022, respectively, and these amounts are included in Accounts receivable, net in the Company’s Condensed Consolidated Balance Sheets.

Continuous cash activity related to the T/R Facility is reflected in Net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. During the six months ended June 30, 2023, the Company paid $76 million to PNC and the other unaffiliated purchasers and received $33 million as the outstanding balance of receivables sold fluctuated during the quarter. The U.S. SPE incurs fees due and payable to PNC and the other unaffiliated purchasers participating in the T/R Facility. Those fees, which are immaterial, are recorded within Other income (expense), net in the Condensed Consolidated Statements of Operations. In addition, each of the SPEs has provided a full recourse guarantee in favor of PNC and the other unaffiliated purchasers of the full and timely payment of all trade receivables sold to them by the U.S. SPE. The guarantee is collateralized by all the trade receivables owned by each of the SPEs that have not been sold to PNC or the other unaffiliated purchasers. The reserve recognized for this recourse obligation as of June 30, 2023 is not material.

The Company, or in the case of any Canadian trade receivables, NCR Canada Corp., continues to be involved with the trade receivables even after they are transferred to the SPEs (or further transferred to PNC and the other unaffiliated purchasers) by acting as servicer. In addition to any obligations as servicer, the Company and each of its subsidiaries acting as an originator under the T/R Facility provide the SPEs with customary recourse in respect of (i) certain dilutive events with respect to the trade receivables sold to the SPEs that are caused by the Company or another originator and (ii) in the event of certain violations by the Company or another originator of their representations and warranties with respect to the trade receivables sold to the SPEs. These servicing and originator liabilities of the Company and its subsidiaries (other than the SPEs) under the T/R Facility are not expected to be material, given the high quality of the customers underlying the receivables and the anticipated short collection period.

The T/R Facility includes other customary representations and warranties, affirmative and negative covenants and default and termination provisions, which provide for the acceleration of amounts owed to PNC and the other unaffiliated purchasers thereunder in circumstances including, but not limited to, failure to pay capital or yield 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 material indebtedness.
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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

7. INCOME TAXES

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items. Income tax expense was $30 million for the three months ended June 30, 2023 compared to income tax expense of approximately zero for the three months ended June 30, 2022. The change was primarily driven by discrete tax expenses and benefits and higher income before taxes in the three months ended June 30, 2023, compared to the prior year. In the three months ended June 30, 2023, the Company recognized a $2 million expense from recording a valuation allowance against deferred tax assets in Turkey and a $2 million expense related to interest on uncertain tax benefits. In the three months ended June 30, 2022, the Company recognized a $6 million benefit from provision to return adjustments and a $7 million benefit related to uncertain tax position settlements and statute of limitation lapses.

Income tax expense was $44 million for the six months ended June 30, 2023 compared to income tax expense of $13 million for the six months ended June 30, 2022. The change was primarily driven by discrete tax expenses and benefits and higher income before taxes in the six months ended June 30, 2023, compared to the prior year. In the six months ended June 30, 2023, the Company recognized a $2 million expense from recording a valuation allowance against deferred tax assets in Turkey, a $2 million expense related to tax audit settlements, and a $4 million expense related to interest on uncertain tax benefits. In the six months ended June 30, 2022, the Company recognized a $4 million benefit from provision to return adjustments and a $7 million benefit related to uncertain tax position settlements and statute of limitation lapses.

The Company engages in continuous discussions and negotiations with taxing authorities regarding tax matters, and the Company has determined that over the next 12 months it expects to resolve certain tax matters related to U.S. and foreign jurisdictions. As a result, as of June 30, 2023, we estimate that it is reasonably possible that gross unrecognized tax benefits may decrease by $3 million to $5 million in the next 12 months.

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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

8. STOCK COMPENSATION PLANS

As of June 30, 2023, the Company’s stock-based compensation consisted of restricted stock units, employee stock purchase plan and stock options. Stock-based compensation expense for the following periods were:
In millionsThree months ended June 30Six months ended June 30
2023202220232022
Restricted stock units$34 $28 $62 $54 
Stock options—5 210 
Employee stock purchase plan22 45 
Stock-based compensation expense36356869
Tax benefit(4)(4)(4)(8)
Stock-based compensation expense (net of tax)$32 $31 $64 $61 
Stock-based compensation expense is recognized in the Condensed Consolidated Financial Statements based upon fair value.

On February 13, 2023, the Company granted market-based restricted stock units vesting on December 31, 2025. The number of awards that vest are subject to the compound annual growth rate ("CAGR") of the Company's stock price from January 1, 2023 to December 31, 2025 (the "performance period"), subject to an alternative level of achievement based on the Company's relative total shareholder return ranking among a comparison group. The fair value of the awards was determined to be $35.04 per share based on using a Monte-Carlo simulation model and will be recognized over the requisite service period.

Approximately 50% of these market-based restricted stock units granted include an accelerated vesting provision if a Qualified Transaction, as defined in the award agreement, takes place during the performance period (with a minimum vesting period of one year from the grant date). Upon the occurrence of a Qualified Transaction, the number of shares that vest are then based on the Company's 20-day volume-weighted average closing stock price immediately preceding the transaction date. If a qualifying transaction is deemed probable, the award will be recognized over the adjusted requisite service period at a fair value determined using a Monte-Carlo simulation model ranging from $35.09 to $41.77 per unit, dependent upon the estimated timing of the transaction. Transactions of this nature are subject to many variables that are highly uncertain, including the receipt of regulatory approvals and market conditions.

The table below details the significant assumptions used in determining the fair value of the market-based restricted stock units granted on February 13, 2023:
Dividend yield— %
Risk-free interest rate4.15 %
Expected volatility55.90 %

Expected volatility for these restricted stock units is calculated as the historical volatility of the Company’s stock over a period of approximately three years, as management believes this is the best representation of prospective trends. The risk-free interest rate was determined based on a three year U.S. Treasury yield curve in effect at the time of the grant.

As of June 30, 2023, the total unrecognized compensation cost of $198 million related to unvested restricted stock grants is expected to be recognized over a weighted average period of approximately 1.1 years. As of June 30, 2023, the total unrecognized compensation cost related to unvested stock option grants was approximately zero.

Employee Stock Purchase Plan The Company's Employee Stock Purchase Plan (“ESPP”) provides employees a 15% discount on stock purchases using a three-month look-back feature where the discount is applied to the stock price that represents 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 their compensation.

For the three months ended June 30, 2023, employees purchased 0.3 million shares, at a discounted price of $19.93. For the three months ended June 30, 2022, employees purchased 0.2 million shares, at a discounted price of $26.44.

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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
9. EMPLOYEE BENEFIT PLANS

Components of net periodic benefit cost (income) of the pension plans for the three months ended June 30 were as follows:
In millionsU.S. Pension BenefitsInternational Pension BenefitsTotal Pension Benefits
202320222023202220232022
Net service cost$— $— $1 $1 $1 $1 
Interest cost18 10 7 3 25 13 
Expected return on plan assets(16)(16)(9)(7)(25)(23)
Amortization of prior service cost— — — — — — 
Net periodic benefit cost (income)$2 $(6)$(1)$(3)$1 $(9)

Components of net periodic benefit cost (income) of the pension plans for the six months ended June 30 were as follows:
In millionsU.S. Pension BenefitsInternational Pension BenefitsTotal Pension Benefits
202320222023202220232022
Net service cost$— $— $2 $2 $2 $2 
Interest cost36 20 14 6 50 26 
Expected return on plan assets(33)(33)(17)(14)(50)(47)
Amortization of prior service cost— — — — — — 
Net periodic benefit cost (income)$3 $(13)$(1)$(6)$2 $(19)

Net postretirement benefit was zero for the three and six months ending June 30, 2023 and 2022.

Components of the net cost of the postemployment plan for the following periods were:
Three months ended June 30Six months ended June 30
In millions2023202220232022
Net service cost$3 $36 $6 $49 
Interest cost2 — 3 1 
Amortization of:
   Prior service benefit(1)— (1)(1)
   Actuarial gain(1)— (2)— 
Net benefit cost$3 $36 $6 $49 
                

Employer Contributions

Pension For the three and six months ended June 30, 2023, NCR contributed $4 million and $8 million respectively, to its international pension plans. NCR anticipates contributing an additional $12 million to its international pension plans for a total of $20 million in 2023.

Postretirement For the three and six months ended June 30, 2023, NCR made no contributions to its U.S. postretirement plan. NCR anticipates contributing an additional $2 million to its U.S. postretirement plan for a total of $2 million in 2023.
Postemployment For the three and six months ended June 30, 2023, NCR contributed $10 million and $24 million respectively, to its postemployment plan. NCR anticipates contributing an additional $51 million to its postemployment plan for a total of $75 million in 2023.



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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

10. COMMITMENTS AND 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, patents or other 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 and human resources, which are rapidly changing and subject to many possible changes in the future. Compliance with these laws and regulations, including changes in accounting standards, taxation requirements, and federal securities laws among others, may create a substantial burden on, and substantially increase 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 probable and reasonably estimable in the Condensed Consolidated Financial Statements. We do not believe there is a reasonable possibility that losses exceeding amounts already recognized have been incurred, but there can be no assurances that the amounts required to satisfy alleged liabilities from such matters will not impact future operating results. Other than as stated below, the Company does not currently expect to incur material capital expenditures related to such matters. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various lawsuits, claims, legal proceedings and other matters, including, but not limited to the Kalamazoo River environmental matter and other matters discussed above and below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in NCR’s Condensed Consolidated Financial Statements or will not have a material adverse effect on its consolidated results of operations, capital expenditures, competitive position, financial condition or cash flows.

Legal Matters During August 2019, a suit was filed against the Company by Pennsylvania-based CloudofChange LLC alleging willful infringement by NCR for its use of its NCR Silver point-of-sale offering. On October 27, 2022, the court in the Western District of Texas denied the Company's post-trial motion in this matter for judgment as a matter of law or alternatively for a new trial, resulting in a ruling against the Company in an amount of $13 million. The Company remains committed to its position that NCR Silver does not infringe the CloudofChange LLC patents and will vigorously defend its position on appeal. The Company has already engaged experienced appellate counsel and immediately filed its notice of appeal. The Company evaluated the matter in accordance with ASC 450, Contingencies, and concluded that, as of June 30, 2023, a loss of up to $13 million is reasonably possible, but not probable and, therefore, no accrual has been recorded.

Environmental Matters NCR's facilities and operations are subject to a wide range of environmental protection laws, and NCR has investigatory and remedial activities underway at a number of facilities that it currently owns or operates, or formerly owned or operated, to comply, or to determine compliance, with such laws. Also, NCR has been identified, either by a government agency or by a private party seeking contribution to site 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, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and comparable state statutes. Other than the Kalamazoo River matter and the Ebina matter discussed below, we currently do not anticipate material expenses and liabilities from these environmental matters.

Fox River NCR was one of eight entities that was formally notified by governmental and other entities that it was a PRP for environmental claims (under CERCLA and other statutes) arising out of the presence of polychlorinated biphenyls (“PCBs”) in sediments in the lower Fox River and in the Bay of Green Bay in Wisconsin. NCR was identified as a PRP because of alleged PCB discharges from two carbonless copy paper manufacturing facilities it previously owned, which were located along the Fox River, and carbonless copy paper “broke” the Company allegedly sold to other mills as raw material. In 2017, the Company entered into a Consent Decree with the federal and state governments for the clean-up of the Fox River, which was approved on August 22, 2017 by the federal district court in Wisconsin presiding over this matter. The Consent Decree resolved the Company’s disputes with the enforcement agencies as well as the other PRPs.

All litigation relating to the contribution and enforcement of remediation obligations on the Fox River has been concluded. On October 3, 2022, the Environmental Protection Agency issued the Company a Certificate of Completion certifying that all of the Company’s remedial obligations under the Consent Decree have been completed.

The cost of the Fox River remediation has been shared with three parties (the previously reported API having fully satisfied its obligations in 2016, and is now bankrupt): B.A.T. Industries p.l.c. (“BAT”) as co-obligor, and AT&T Corp. (“AT&T”) and Nokia (as the successor to Lucent Technologies and Alcatel-Lucent USA) as indemnitors. Under a 1998 Cost Sharing Agreement and subsequent 2005 arbitration award (collectively, the “Cost Sharing Agreement”), from 2008 through 2014, BAT paid 60% of the cost of the Fox River clean-up and natural resource damages (“NRD”). Pursuant to a September 30, 2014
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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
Funding Agreement (the “Funding Agreement”), BAT funded 50% of NCR’s Fox River remediation costs from October 1, 2014 forward; the Funding Agreement also provides NCR contractual avenues for a future payment of, via direct and third-party sources, (1) the difference between BAT’s 60% obligation under the Cost Sharing Agreement on the one hand and their ongoing (since September 2014) 50% payments under the Funding Agreement on the other, as well as (2) the difference between the amount NCR received under the Funding Agreement and the amount owed to it under the Cost Sharing Agreement for the period from April 2012 through September 2014 (collectively, the “Funding Agreement Receivable”). Pursuant to a June 12, 2015 Letter Agreement, NCR's contractual avenue for direct payment by BAT was effectively stayed pending completion of other unrelated lawsuits by BAT against third-parties. As of June 30, 2023 and December 31, 2022, the Funding Agreement Receivable was approximately $54 million and was included in Other assets in the Condensed Consolidated Balance Sheets. The timing of collection of sums related to the receivable is uncertain, subject and pursuant to the terms of the Funding Agreement and related agreements. This receivable is not taken into account in calculating the Company’s Fox River remaining reserve.

Additionally, under a 1996 Divestiture Agreement, AT&T and Nokia have been responsible severally (not jointly) for indemnifying NCR for certain portions of the amounts paid by NCR for the Fox River matter over a defined threshold and subject to certain offsets for insurance recoveries and net tax benefits (the “Divestiture Agreement Offsets”), if any. (The Divestiture Agreement governs certain aspects of AT&T's divestiture of NCR and of what was then known as Lucent Technologies.) Those companies have made the payments requested of them by the Company on an ongoing basis.

There could be additional changes to some elements of the Company's remaining obligation over upcoming periods, in view of a final reconciliation of the Funding Agreement Receivable and the Divestiture Agreement Offsets. Thus, there can be no assurance that unexpected expenditures and liabilities will not have a material effect on NCR's capital expenditures, earnings, financial condition, cash flows, or competitive position. As of June 30, 2023 and December 31, 2022, we have no remaining liability for remedial obligations for the Fox River matter. As of June 30, 2023 and December 31, 2022, the liability subject to final reconciliation with indemnitors under the Divestiture Agreement was approximately $22 million.

Kalamazoo River  In November 2010, The United States Environmental Protection Agency (“USEPA”) issued a “general notice letter” to NCR with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site (“Kalamazoo River site”) in Michigan. Three other companies - International Paper, Mead Corporation, and Consumers Energy - also received general 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 by various paper mills located along the river. USEPA does not claim that the Company made direct discharges into the Kalamazoo River, and NCR never had facilities at or near the Kalamazoo River site, but USEPA indicated that “NCR may be liable under Section 107 of CERCLA ... as an arranger, who by contract or agreement, arranged for the disposal, treatment and/or transportation of hazardous substances at the Site.” USEPA stated that it “may issue special notice letters 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 GP affiliate corporations in a private-party contribution and cost recovery action for alleged pollution. The suit, pending in Michigan, asks that the Company and other defendants pay a “fair portion” of these companies’ costs. Various removal and remedial actions remain to be decided upon and performed at the Kalamazoo River site, the total costs for which generally remain undetermined; in 2017, Records of Decisions were issued for two parts of the river, and in 2018 such a decision was issued for another part of the river, but such decisions for the majority of the work are expected to be made only over the next several years. The suit alleges that the Company is liable to the GP entities as an “arranger” under CERCLA. The initial phase of the case was tried in a Michigan 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 March 1969. (PCB-containing carbonless copy paper was produced from approximately 1954 to April 1971, and the majority of contamination at the Kalamazoo River site had occurred prior to 1969). NCR preserved its right to appeal the September 2013 decision.

In the 2013 decision the Court did not determine NCR’s share of the overall liability. Relative shares of liability for the four companies were tried to the court in a subsequent phase of the case in December 2015. In a ruling issued on March 29, 2018, the court addressed responsibility for the costs that GP had incurred in the past, totaling to approximately $50 million (GP had sought approximately $105 million, but $55 million of those claims were removed by the court upon motions filed by the Company and other parties); NCR and GP were each assigned a 40% share of those costs, and the other two companies were assigned 15% and 5% as their allocations. The court entered a judgment in the case on June 19, 2018, in which it indicated that it would not allocate future costs, but would enter a declaratory judgment that the four companies together had responsibility for future costs, in amounts and shares to be determined. Cross-proceedings have been commenced to obtain recoveries from the other parties pursuant to the judgment; those proceedings were stayed pending the appeal referenced below.
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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
In July 2018, the Company appealed to the United States Court of Appeals for the Sixth Circuit both the 2013 court decision, which it believes is in conflict with a decision from the Fox River trial court as to Operable Unit 1 of that site and an affirmance of that decision from the Court of Appeals for the Seventh Circuit, and the 2018 court decision, on various legal grounds. The Company filed a bond to stay any execution of the judgment pending the appeal, and its application for a stay was approved by the court and remains stayed until the Company filed its dismissal of the appeal on December 31, 2020 pursuant to a Consent Decree, noted below.

During the pendency of the Sixth Circuit stay, the Company negotiated a settlement of the Kalamazoo River matter with the USEPA and other government agencies having oversight over the river. On December 5, 2019, the Company entered into a Consent Decree, filed with the District Court on December 11, 2019, and on December 2, 2020, the District Court approved the Consent Decree, which has now resolved all litigation associated with the river clean-up, including the Sixth Circuit appeal. The Consent Decree requires the Company to pay GP its 40% share of past costs, to pay the USEPA and state agencies their past and future administrative costs, and to dismiss its Sixth Circuit appeal. The Consent Decree further requires the Company to take responsibility for the remediation of a portion, but not all, of the Kalamazoo River. The Consent Decree further provides the Company protection from other PRPs, including GP, seeking contribution for their costs associated with the clean-up anywhere on the river, thereby resolving the allocation of future costs left unresolved by the June 19, 2019 judgment.

The Company believes it has meritorious claims against BAT under the Cost Sharing Agreement, discussed above, for the Kalamazoo River remediation expenses as a so-called “future site.” To date, BAT has denied that the Kalamazoo River is a “future site.” On February 10, 2023, the Company filed an action against BAT in the Southern District of New York seeking a declaration that the Kalamazoo River is indeed a future site under the Cost Sharing Agreement. The Company will also have indemnity or reimbursement claims against AT&T and Nokia under the arrangement discussed above in connection with the Fox River matter after expenses have met a contractual threshold set out in the 1996 Divestiture Agreement referenced above in the Fox River discussion. The Company believes that contractual threshold was met in December 2022.
As of June 30, 2023 and December 31, 2022, the total reserve for Kalamazoo was $88 million and $90 million, respectively. The reserve is reported on a basis that is net of expected contributions from the Company's co-obligors and indemnitors, subject to when the applicable threshold is reached. While the Company believes its co-obligors' and indemnitors' obligations are as previously reported, the reserve reflects changes in positions taken by some of those co-obligors and indemnitors with respect to the Kalamazoo River. The contributions from its co-obligors and indemnitors are expected to range from $70 million to $155 million and the Company will continue to pursue such contribution.

As many aspects of the costs of remediation will not be determined for several years (and thus the high end of a range of possible costs for many areas of the site cannot be quantified at this time), the Company has made what it considers to be reasonable estimates of the low end of a range for such costs where remedies are identified, and/or of the costs of investigations and studies for areas of the river where remedies have not yet been determined, and the reserve is informed by those estimates. The extent of NCR’s potential liability remains subject to many uncertainties, notwithstanding the settlement of this matter and related Consent Decree noted above, particularly in as much as remedy decisions and cost estimates will not be generated until times in the future and as most of the work to be performed will take place through the 2030s. Under other assumptions or estimates for possible costs of remediation, which the Company does not at this point consider to be reasonably estimable or verifiable, it is possible that the reserve the Company has taken to discontinued operations reflected in this paragraph could more than approximately double the reflected reserve.

Ebina The Company is engaged in cooperative regulatory compliance activities with the government of Japan in connection with certain environmental contaminants generated in its past operations in that country. The Company has quantities of PCB and other wastes primarily from its former plant at Oiso, Japan, including capsulated undiluted solutions manufactured in the past, capacitors, light ballasts and PCB-affected soil from the Oiso plant that was excavated and placed in steel drums. These wastes are stored in a facility at Ebina, Japan in accordance with Japanese regulations governing such materials. Over the past several years Japan has enacted and amended legislation governing such wastes, and has set a current deadline for treating and disposing of (at government-constructed disposal facilities) the highest-concentration wastes by 2027. Lower-concentration wastes can be and have been disposed of via private contractors, and as of June 30, 2023, NCR had disposed of approximately 96% of its lower-concentration wastes and approximately 75% of its higher-concentration wastes.

The Company and its consultants have met and communicated regularly with the Japanese agency charged with administration of the law, and are working with that agency on a program to manage disposal of the high-concentration wastes, including tests of technologies to make the disposal more efficient. The government has given its final approvals, and the Company started to dispose of the high-concentration wastes in 2021, with final deadlines for various of the government-constructed disposal sites
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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
currently set for 2023 and later. Low-concentration wastes are required to be contracted for disposal by 2027, a timetable that the Company expects to meet. In September 2019, the Company’s environmental consultants, following a series of communications and meetings with the Japanese agency, at the Company’s request prepared an estimate of remaining disposal costs over the coming several years. While the estimate is subject to a range of assumptions and uncertainties, including prospects of cost reduction in coordination with the agency as certain field testing to separate high-concentration and low-concentration waste progresses over the coming years, the Company adjusted its existing reserve for the matter to take into account this cost estimate. The reserve as of June 30, 2023 and December 31, 2022 is $3 million and $7 million, respectively. The Japan environmental waste issue is treated as a compliance matter and not as litigation or enforcement, and the Company has received no threats of litigation or enforcement.

Environmental-Related Insurance Recoveries In connection with the Fox River and other environmental sites, through June 30, 2023, NCR has received a combined gross total of approximately $212 million in settlements reached with various of its insurance carriers. Portions of many of these settlements 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 settlements cover not only the Fox River but also other environmental sites; some are limited to either the Fox River or the Kalamazoo River site. Some of the settlements are directed to defense costs and some are directed to indemnity; some settlements cover both defense costs and indemnity. The Company does not anticipate that further material insurance recoveries specific to Kalamazoo River remediation costs will be available to it, but it has recovered some amounts as a result of settlement discussions with certain carriers. Claims with respect to Kalamazoo River defense costs have now been settled, with the amounts of those settlements included in the sum reported above.

Environmental Remediation Estimates It is difficult to estimate the future financial impact of environmental laws, including potential liabilities. NCR records environmental provisions when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable; in accordance with accounting guidance, where liabilities are not expected to be quantifiable or estimable for a period of years, the estimated costs of investigating those liabilities are recorded as a component of the reserve for that particular site. Provisions for estimated losses from environmental restoration and remediation are, depending on the site, based generally on internal and third-party environmental studies, estimates as to the number and participation level of other PRPs, the extent of contamination, estimated amounts for attorney and other fees, and the nature of required clean-up and restoration actions. Reserves are adjusted as further information develops or circumstances change. Management expects that the amounts reserved from time to time will be paid out over the period of investigation, negotiation, remediation and restoration for the applicable sites. The amounts provided for environmental matters in NCR's Condensed 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. In those cases where insurance carriers or third-party indemnitors have agreed to pay any amounts and management believes that collectability of such amounts is probable, the amounts are recorded in the Condensed Consolidated Financial Statements. For the Fox River and Kalamazoo River sites, as described above, assets relating to the AT&T and Nokia indemnities and to the 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 its customers and other parties. Some of those guarantees may be backed by standby letters of credit, surety bonds, or similar instruments. In general, under the guarantees, NCR would be obligated to perform, or cause performance, over the term of the underlying contract in the event of an unexcused, uncured breach by its subsidiary, or some other specified triggering event, in each case as defined by the applicable guarantee. NCR believes the likelihood of having to perform under any such guarantee is remote. As of June 30, 2023 and December 31, 2022, NCR had no material obligations related to such guarantees, and therefore its Condensed 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 warranty costs. Estimated future obligations due to warranty claims are based upon 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 is consummated, the total customer revenue is recognized, provided that all revenue recognition criteria are otherwise satisfied, and the associated warranty liability is recorded using pre-established warranty percentages for the respective product classes. Warranty reserve liabilities are presented in Other current liabilities and Other liabilities in the Condensed Consolidated Balance Sheets.

From time to time, product design or quality corrections are accomplished through modification programs. When identified, associated costs of labor and parts for such programs are estimated and accrued as part of the warranty reserve.
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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The Company recorded the activity related to the warranty reserve for the six months ended June 30 as follows:
In millions20232022
Warranty reserve liability
Beginning balance as of January 1$13 $19 
Accruals for warranties issued7 9 
Settlements (in cash or in kind)(10)(13)
Ending balance as of June 30 $10 $15 
 
In addition, NCR provides its customers with certain indemnification rights, subject to certain limitations and exceptions. NCR agrees to defend and indemnify its customers from third-party lawsuits alleging patent or other infringement of Company solutions based on its customers' use of them. On limited occasions the Company will undertake to indemnify a customer for business, rather than contractual, 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. The fair value of these indemnification obligations is not readily determinable due to the conditional nature of the Company’s potential obligations and the specific facts and circumstances involved with each particular agreement. Historically, the Company has not recorded a liability in connection with these indemnifications. From time to time, the Company has provided indemnification under these circumstances, none of which has resulted in material liabilities, and the Company expects these indemnities will continue to arise in the future.

Purchase Commitments The Company has purchase commitments for materials, supplies, services, and property, plant and equipment as part of the normal course of business. This includes a long-term service agreement with Accenture, under which many of NCR's key transaction processing activities and functions are performed.

11. SERIES A CONVERTIBLE PREFERRED STOCK

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. Beginning in the first quarter of 2020, dividends are 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% per annum until all accrued but unpaid dividends have been paid in full. During the three months ended June 30, 2023 and 2022, the Company paid cash dividends of $4 million. During the six months ended June 30, 2023 and 2022, the Company paid cash dividends of $8 million.

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 $30.00 per share, or a conversion rate of 33.333 shares of common stock per share of Series A Convertible Preferred Stock. As of June 30, 2023 and December 31, 2022, the maximum number of common shares that could be required to be issued upon conversion of the outstanding shares of Series A Convertible Preferred Stock was 9.2 million shares.

12. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income or loss attributable to NCR, less any dividends (declared or cumulative undeclared), deemed dividends, accretion or decretion, redemption or induced conversion on our Series A Convertible Preferred Stock, by the weighted average number of shares outstanding during the period.

In computing diluted EPS, we evaluate and reflect the maximum potential dilution, for each issue or series of issues of potential common shares in sequence from the most dilutive to the least dilutive. 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 in the period to accrete the Series A Convertible Preferred Stock to its redemption price, or recorded upon a redemption or induced conversion. We adjust the denominator used in the basic EPS computation, subject to anti-dilution requirements, to include the dilution from potential shares resulting from the issuance of the Series A Convertible Preferred Stock, restricted stock units, and stock options.


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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
The holders of Series A Convertible Preferred Stock, unvested restricted stock units and stock options do not have non-forfeitable rights to common stock dividends or common stock dividend equivalents. Accordingly, the Series A Convertible Preferred Stock, unvested restricted stock units and stock options do not qualify as participating securities. See Note 8, “Stock Compensation Plans”, for share information on NCR’s stock compensation plans.

The components of basic earnings per share are as follows:
In millions, except per share amountsThree months ended June 30Six months ended June 30
2023202220232022
Numerator:
Income (loss) from continuing operations$20 $35 $29 $2 
Dividends on Series A Convertible Preferred Stock(4)(4)(8)(8)
Income (loss) from continuing operations attributable to NCR common stockholders16 31 21 (6)
Income (loss) from discontinued operations, net of tax(1)6 (1)5 
Net income (loss) attributable to NCR common stockholders$15 $37 $20 $(1)
Denominator:
Basic weighted average number of shares outstanding140.4 136.6 140.0 136.2 
Basic earnings per share:
From continuing operations$0.11 $0.23 $0.15 $(0.04)
From discontinued operations— 0.04 (0.01)0.03 
Total basic earnings per share$0.11 $0.27 $0.14 $(0.01)
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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The components of diluted earnings per share are as follows:
In millions, except per share amountsThree months ended June 30Six months ended June 30
2023202220232022
Numerator:
Income (loss) from continuing operations$20 $35 $29 $2 
Dividends on Series A Convertible Preferred Stock(4)(4)(8)(8)
Income (loss) from continuing operations attributable to NCR common stockholders16 31 21 (6)
Income from discontinued operations, net of tax(1)6 (1)5 
Net income (loss) attributable to NCR common stockholders$15 $37 $20 $(1)
Denominator:
Basic weighted average number of shares outstanding140.4 136.6 140.0 136.2 
Dilutive effect of restricted stock units and stock options1.5 4.2 2.0 — 
Weighted average diluted shares141.9 140.8 142.0 136.2 
Diluted earnings per share:
From continuing operations$0.11 $0.22 $0.15 $(0.04)
From discontinued operations— 0.04 (0.01)0.03 
Total diluted earnings per share$0.11 $0.26 $0.14 $(0.01)

For the three months ended June 30, 2023, shares related to the as-if converted Series A Convertible Preferred Stock of 9.2 million were excluded from the diluted share count because their effect would have been anti-dilutive. Additionally, weighted average restricted stock units and stock options of 12.7 million were excluded from the diluted share count because their effect would have been anti-dilutive.

For the three months ended June 30, 2022, shares related to the as-if converted Series A Convertible Preferred Stock of 9.2 million were excluded from the diluted share count because their effect would have been anti-dilutive. Additionally, weighted average restricted stock units and stock options of 7.4 million were excluded from the diluted share count because their effect would have been anti-dilutive.

For the six months ended June 30, 2023, shares related to the as-if converted Series A Convertible Preferred Stock of 9.2 million were excluded from the diluted share count because their effect would have been anti-dilutive. Additionally, for the six months ended June 30, 2023, weighted average restricted stock units and stock options of 12.7 million were excluded from the diluted share count because their effect would have been anti-dilutive.

For the six months ended June 30, 2022, due to the net loss from continuing operations attributable to NCR common stockholders, potential common shares that would cause dilution, such as the Series A Convertible Preferred Stock, restricted stock units and stock options, have been excluded from the diluted share count because their effect would have been anti-dilutive. The weighted average outstanding shares of common stock were not adjusted by 9.2 million for the as-if converted Series A Preferred Stock because their effect would have been anti-dilutive. For the six months ended June 30, 2022, weighted average restricted stock units and stock options of 11.4 million were excluded from the diluted share count because their effect would have been anti-dilutive.


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Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
13. DERIVATIVES AND HEDGING INSTRUMENTS

NCR is exposed to certain risks arising from both our business operations and economic conditions. We principally manage exposures to a wide variety of business and operational risk through management of core business activities. We manage interest rate risk associated with our vault cash rental obligations and floating rate-debt by managing the amount, sources, and duration of debt funding and the use of derivative financial instruments. The Company uses interest rate cap agreements or interest rate swap contracts (“Interest Rate Derivatives”) to manage differences in the amount, timing and duration of known or expected cash payments related to our existing TLA Facility and vault cash agreements.

Further, a substantial portion of our operations and revenue occur outside the United States and, as such, NCR has exposure to approximately 45 functional currencies. Our results can be significantly impacted, both positively and negatively, by changes in foreign currency exchange rates. The Company seeks to mitigate such impact by hedging its foreign currency transaction exposure using foreign currency forward and option contracts. We do not enter into hedges for speculative purposes.

The Company assesses, both at inception of the hedge and on an ongoing basis, whether derivatives used as hedging instruments are highly effective in offsetting the changes in the fair value or cash flow of the hedged items. If it is determined that a derivative is not highly effective as a hedge or ceases to be highly effective, the Company discontinues hedge accounting prospectively.

Foreign Currency Exchange Risk

The accounting guidance for derivatives and hedging requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets. The Company designates foreign exchange contracts as cash flow hedges of forecasted transactions 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 cash flows for a period of up to 15 months. As a result, some of the impact of currency fluctuations on non-functional currency denominated transactions (and hence on subsidiary operating income, as stated in the functional currency), is mitigated in the near term. In the longer term (greater than 15 months), the subsidiaries are still subject to the effect of translating the functional currency results to United States Dollars. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange forward and option contracts. This is primarily done through the hedging of foreign currency denominated inter-company inventory purchases by NCR’s marketing units and the foreign currency denominated inputs to our manufacturing units. If the hedge is designated as a highly effective cash flow hedge, the gains or losses are deferred into accumulated other comprehensive income (“AOCI”). The gains or losses from derivative contracts that are designated as highly effective cash flow hedges related to inventory purchases are recorded in cost of products when the inventory is sold to an unrelated third party. Otherwise, they are recorded in earnings when the exchange rates change. As of June 30, 2023 and December 31, 2022, the balance in AOCI related to foreign exchange derivative transactions was zero.

We also utilize foreign exchange contracts to hedge our exposure of assets and liabilities denominated in non-functional currencies. We recognize the gains and losses on these types of hedges in earnings as exchange rates change.

Interest Rate Risk The Company designates Interest Rate Derivative contracts as cash flow hedges of forecasted transactions when they are determined to be highly effective at inception.

We utilize interest rate swap contracts or interest rate cap agreements to add stability to interest cost and to manage exposure to interest rate movements as part of our interest rate risk management strategy. Payments and receipts related to Interest Rate Derivatives are included in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.

In June 2022, the Company executed $2.4 billion aggregate notional amount interest rate swap contracts effective June 1, 2022 and terminating on April 1, 2025. These interest rate swap contracts had fixed rates ranging from 2.790% to 3.251%, and were designated as cash flow hedges of the floating rate interest associated with the Company's U.S. Dollar and U.K. Pound Sterling vault cash agreements. On June 14, 2023, the Company terminated all open interest rate swap contracts for cash proceeds of $71 million. Based on the assessed “reasonably possible” probability of the future separation of the ATM business from NCR, further discussed in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, the net derivative-related gains associated with these swaps were deferred into Accumulated other comprehensive income and will be reclassified into earnings from Accumulated other comprehensive income through April 1, 2025, corresponding to the term of the original interest rate swap agreements.

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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
On June 14, 2023, the Company executed new $2.4 billion aggregate notional amount interest rate swap contracts effective June 14, 2023 and terminating on December 31, 2025. These interest rate swap contracts have fixed rates ranging from 4.2395% to 5.2740% and were designed to hedge the floating rate interest associated with the Company's U.S. Dollar and U.K. Pound Sterling vault cash agreements. However, due to the assessed “reasonably possible” probability of the future separation of the ATM business from NCR, the interest rate swap contracts did not qualify for cash flow hedge accounting treatment and are considered ineffective. As a result, changes in the fair value of the interest rate swaps will be recorded to Cost of services in the accompanying Condensed Consolidated Statements of Operations. In the three and six months ended June 30, 2023, the Company recognized a gain of $14 million in Cost of services related to the active interest rate swaps.

Unrealized gains on terminated interest rate swap and cap agreements reported in Accumulated other comprehensive income will be reclassified to Interest expense and Cost of services ratably over terms corresponding to the original agreements. As of June 30, 2023 and December 31, 2022, the balance in AOCI related to Interest Rate Derivatives was $92 million and $109 million, respectively.

The following tables provide information on the location and amounts of derivative fair values in the Condensed Consolidated Balance Sheets:
Fair Values of Derivative Instruments
June 30, 2023
In millions
Balance Sheet
Location
Notional
Amount		Fair
Value
Balance Sheet
Location
Notional
Amount		Fair
Value
Derivatives not designated as hedging instruments
Interest rate swap contractsPrepaid and other current assets$20 Other current liabilities$— 
Interest rate swap contracts Other Assets2 Other liabilities(8)
Total interest rate swap contracts$2,431 $22 $— $(8)
Foreign exchange contractsPrepaid and other current assets$1 Other current liabilities$(3)
Total foreign exchange contracts$276 $1 $534 $(3)
Total derivatives not designated as hedging instruments$23 $(11)
 Fair Values of Derivative Instruments
 December 31, 2022
In millions
Balance Sheet
Location
Notional
Amount		Fair
Value
Balance Sheet
Location
Notional
Amount		Fair
Value
Derivatives designated as hedging instruments
Interest rate swap contractsPrepaid and other current assets$36 Other current liabilities$— 
Interest rate swap contractsOther Assets27 Other liabilities— 
Total derivatives designated as hedging instruments$2,423 $63 $— $— 
Derivatives not designated as hedging instruments
Foreign exchange contractsPrepaid and other current assets$1 Other current liabilities$(2)
Total derivatives not designated as hedging instruments$376 $1 $373 $(2)
Total derivatives$64 $(2)
    

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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The effects of derivative instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022 were as follows:
In millionsAmount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on Derivative Contracts Amount of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations
Derivatives in Cash Flow Hedging RelationshipsFor the three months ended June 30, 2023For the three months ended June 30, 2022Location of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of OperationsFor the three months ended June 30, 2023For the three months ended June 30, 2022
Interest rate contracts$35 $10 Cost of services$(19)$5 
Interest rate contracts$— $11 Interest expense$(5)$— 
In millionsAmount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on DerivativeAmount of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations
Derivatives in Cash Flow Hedging RelationshipsFor the six months ended June 30, 2023For the six months ended June 30, 2022Location of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of OperationsFor the six months ended June 30, 2023For the six months ended June 30, 2022
Interest rate contracts$24 $42 Cost of services$(34)$6 
Interest rate contracts$— $36 Interest expense$(9)$— 

In millions Amount of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations
Three months ended June 30Six months ended June 30
Derivatives not Designated as Hedging InstrumentsLocation of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations2023202220232022
Foreign exchange contractsOther income (expense), net$(3)$(12)$(8)$(18)
Interest rate contracts Cost of services $14 $— $14 $— 

The following tables show the impact of the Company's cash flow hedge accounting relationships on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2023 and 2022.
Location and Amount of (Gain) Loss Recognized in Income on Cash Flow Hedging Relationships for the three months ended June 30:
In millionsCost of ServicesInterest Expense
2023202220232022
Total amount of expense presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$970 $982 $91 $67 
Amount of (gain) loss reclassified from Accumulated other comprehensive loss, net of expense$(19)$5 $(5)$— 

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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
Location and Amount of (Gain) Loss Recognized in Income on Cash Flow Hedging Relationships for the six months ended June 30:
In millionsCost of ServicesInterest Expense
2023202220232022
Total amount of expense presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$1,939 $1,945 $174 $130 
Amount of (gain) loss reclassified from Accumulated other comprehensive loss, net of expense$(34)$6 $(9)$— 

As of June 30, 2023, the Company expects to reclassify $80 million of net derivative-related gains contained in Accumulated other comprehensive loss into earnings during the next twelve months.

Refer to Note 14, “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 Risk
NCR is potentially subject to concentrations of credit risk on accounts receivable and financial instruments such as hedging instruments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the Condensed Consolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions as counterparties to hedging transactions and monitoring procedures. NCR’s business often involves large transactions with customers, and if one or more of those customers were to default on its obligations under applicable contractual arrangements, the Company could be exposed to potentially significant losses. However, management believes that the reserves for potential losses are adequate. As of June 30, 2023 and December 31, 2022, we did not have any major concentration of credit risk related to financial instruments.

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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
14. FAIR VALUE OF ASSETS AND LIABILITIES
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities recorded at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 are set forth as follows:
  
June 30, 2023
In millionsTotalQuoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable Inputs
(Level 3)
Assets:
Deposits held in money market mutual funds (1)
$9 $9 $— $— 
Foreign exchange contracts (2)
1 — 1 — 
Interest rate swap agreements (3)
22 — 22 — 
Total$32 $9 $23 $— 
Liabilities:
Interest rate swap agreements (4)
$8 $— $8 $— 
Foreign exchange contracts (5)
3 — 3 — 
Total$11 $— $11 $— 

December 31, 2022
In millionsTotalQuoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable Inputs
(Level 3)
Assets:
Deposits held in money market mutual funds (1)
$16 $16 $— $— 
Foreign exchange contracts (2)
1 — 1 — 
Interest rate swap and cap agreements (3)
63 — 63 — 
Total$80 $16 $64 $— 
Liabilities:
Foreign exchange contracts (5)
2 — 2 — 
Total$2 $— $2 $— 

(1)    Included in Cash and cash equivalents in the Condensed Consolidated Balance Sheets.
(2)    Included in Prepaid and other current assets in the Condensed Consolidated Balance Sheets.
(3)    Included in Prepaid and other current assets and Other assets in the Condensed Consolidated Balance Sheets.
(4)    Included in Other liabilities in the Condensed Consolidated Balance Sheets.
(5)    Included in Other current liabilities in the Condensed Consolidated Balance Sheets.

Deposits Held in Money Market Mutual Funds A portion of the Company’s excess cash is held in money market mutual funds that generate interest income based on prevailing market rates. Money market mutual fund holdings are measured at fair value using quoted market prices and are classified within Level 1 of 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, which may adversely affect our financial condition. To manage our exposures and mitigate the impact of currency fluctuations on our financial results, we hedge our primary transactional exposures through the use of foreign exchange forward and option contracts. The foreign exchange contracts are valued using the market approach based on observable market transactions of forward rates and are classified within Level 2 of the valuation hierarchy.

Interest Rate Swap and Cap Agreements In order to add stability to interest expense and operating costs and to manage exposure to interest rate movements the Company utilizes interest rate swap contracts and interest rate cap agreements as part of its interest rate risk management strategy. The interest rate cap agreements are valued using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest
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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
rates derived from observable market interest rate curves and volatilities. The interest rate swap contracts are valued using an income model based on disparity between variable and fixed interest rates, the scheduled balance of underlying principal outstanding, yield curves, and other information readily available in the market. As such, the interest rate swap contracts and interest rate cap agreements are classified in Level 2 of the fair value hierarchy.

We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements. We measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs to evaluate the likelihood of both our own default and counterparty default. As of June 30, 2023, we determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives and therefore, the valuations are classified in Level 2 of the fair value hierarchy.

Assets Measured at Fair Value on a Non-recurring Basis

From time to time, certain assets are measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). NCR reviews the carrying values of investments when events and circumstances warrant and considers all available evidence in evaluating when declines in fair value are other-than-temporary declines. There were no material impairment charges or non-recurring fair value adjustments recorded during the three and six months ended June 30, 2023 and 2022.
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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


Changes in Accumulated Other Comprehensive Income (“AOCI”) by Component
In millionsCurrency Translation AdjustmentsChanges in Employee Benefit PlansChanges in Fair Value of Effective Cash Flow HedgesTotal
Balance as of December 31, 2022 $(404)$(5)$109 $(300)
Other comprehensive income (loss) before reclassifications8 — 17 25 
Amounts reclassified from AOCI— (2)(34)(36)
Net current period other comprehensive (loss) income 8 (2)(17)(11)
Balance as of June 30, 2023 $(396)$(7)$92 $(311)

Reclassifications Out of AOCI
For the three months ended June 30, 2023
Employee Benefit Plans
In millionsAmortization of Actuarial Loss (Gain)Amortization of Prior Service BenefitEffective Cash Flow Hedge Loss (Gain)Total
Affected line in Condensed Consolidated Statement of Operations:
Cost of products$— $— $— $— 
Cost of services(1)(1)(19)(21)
Selling, general and administrative expenses— — — — 
Research and development expenses— — — — 
Interest expense— — (5)(5)
Total before tax$(1)$(1)$(24)$(26)
Tax expense5 
Total reclassifications, net of tax$(21)


For the three months ended June 30, 2022
Employee Benefit Plans
In millionsAmortization of Actuarial Loss (Gain)Amortization of Prior Service BenefitEffective Cash Flow Hedge Loss (Gain)Total
Affected line in Condensed Consolidated Statement of Operations:
Cost of products$— $— $— $— 
Cost of services— — 5 5 
Selling, general and administrative expenses— — — — 
Research and development expenses— — — — 
Interest expense— — — — 
Total before tax$— $— $5 $5 
Tax expense(1)
Total reclassifications, net of tax$4 


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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

For the six months ended June 30, 2023
Employee Benefit Plans
In millionsAmortization of Actuarial Loss (Gain)Amortization of Prior Service BenefitEffective Cash Flow Hedge Loss (Gain)Total
Affected line in Condensed Consolidated Statement of Operations:
Cost of products$— $— $— $— 
Cost of services(2)(1)(34)(37)
Selling, general and administrative expenses— — — — 
Research and development expenses— — — — 
Interest expense— — (9)(9)
Total before tax$(2)$(1)$(43)$(46)
Tax expense10 
Total reclassifications, net of tax$(36)


For the six months ended June 30, 2022
Employee Benefit Plans
In millionsAmortization of Actuarial Loss (Gain)Amortization of Prior Service BenefitEffective Cash Flow Hedge Loss (Gain)Total
Affected line in Condensed Consolidated Statement of Operations:
Cost of products$— $— $— $— 
Cost of services— (1)6 5 
Selling, general and administrative expenses— — — — 
Research and development expenses— — — — 
Total before tax$— $(1)$6 $5 
Tax expense(1)
Total reclassifications, net of tax$4 
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NCR Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)
16. SUPPLEMENTAL FINANCIAL INFORMATION
The components of accounts receivable are summarized as follows:
In millionsJune 30, 2023December 31, 2022
Accounts receivable
Trade$984 $1,056 
Other44 61 
Accounts receivable, gross1,028 1,117 
Less: allowance for credit losses(42)(34)
Total accounts receivable, net$986 $1,083 
Our allowance for credit losses as of June 30, 2023 and December 31, 2022 was $42 million and $34 million, respectively. We continue to evaluate our reserves in light of the age and quality of our outstanding accounts receivable as well as risks to specific industries or countries and adjust the reserves accordingly. The impact to our allowance for credit losses for the three and six months ended June 30, 2023 was an expense of $4 million and $8 million, respectively. The impact to our allowance for credit losses for the three and six months ended June 30, 2022 was an expense of $4 million and $8 million, respectively. The Company recorded recoveries against the reserve for the three months ended June 30, 2023 of $1 million. The Company recorded write-offs against the reserve for the three months ended June 30, 2022 of $4 million. The Company recorded write-offs against the reserve for the six months ended June 30, 2023 and 2022 of approximately zero and $6 million, respectively.
The components of inventory are summarized as follows:
In millionsJune 30, 2023December 31, 2022
Inventories
Work in process and raw materials$72 $107 
Finished goods223 252 
Service parts414 413 
Total inventories$709 $772 

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Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this Form 10-Q and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”).

Our discussion within MD&A is organized as follows:

•Overview. This section contains background information on our company, summary of significant themes and events during the quarter as well as strategic initiatives and trends in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying condensed consolidated statements of income by comparing the results for the three and six months ended June 30, 2023 to the results for the three and six months ended June 30, 2022.

•Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at June 30, 2023.



OVERVIEW

BUSINESS OVERVIEW

NCR Corporation (“NCR”, the “Company”, “we” or “us”) was originally incorporated in 1884 and is a software- and services-led enterprise technology provider that runs stores, restaurants and self-directed banking for our customers, which includes businesses of all sizes. NCR is a global company that is headquartered in Atlanta, Georgia. Our software platform, which runs in the cloud and includes microservices and APIs that integrate with our customers' systems, and our NCR-as-a-Service solutions bring together all of the capabilities and competencies of NCR to power the technology to run our customers’ operations. Our portfolio includes digital first software and services offerings for banking, retailers and restaurants, as well as payments processing and networks, multi-vendor connected device services, automated teller machines (“ATMs”), self-checkout (“SCO”) kiosks and related technologies, point of sale (“POS”) terminals and other self-service technologies. We also resell third-party networking products and provide related service offerings in the telecommunications and technology sector. Our solutions are designed to support our transition to becoming a software platform and payments company.

We manage our operations in the following segments: Retail, Hospitality, Digital Banking, Payments & Network, and Self-Service Banking.

•Retail - We offer software-led solutions to customers in the retail industry, leading with digital to connect retail operations end to end to integrate all aspects of a customer’s operations in indoor and outdoor settings from POS, to payments, inventory management, fraud and loss prevention applications, loyalty and consumer engagement. These solutions include retail-oriented technologies such as comprehensive API-point of sale retail software platforms and applications, hardware terminals, self-service kiosks including SCO, payment processing and merchant acquiring solutions, and bar-code scanners.

•Hospitality - We offer technology solutions to customers in the hospitality industry, including table-service, quick-service and fast casual restaurants of all sizes, that are designed to improve operational efficiency, increase customer satisfaction, streamline order and transaction processing and reduce operating costs. Our solutions include POS hardware and software solutions, payment processing and merchant acquiring services, installation, maintenance, as well as managed and professional services.

•Digital Banking - NCR Digital Banking helps financial institutions implement their digital-first platform strategy by providing solutions for account opening, account management, transaction processing, imaging, and branch services to enable financial institutions to offer a compelling customer experience.
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•Payments & Network - We provide a cost-effective way for financial institutions, fintechs, and neobanks to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our Allpoint retail-based ATM network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via NCRPay360. We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, as well as payment processing and merchant acquiring services in the retail, hospitality and other industries.

•Self-Service Banking - We offer solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer solutions to manage and run the ATM channel end-to-end for financial institutions that includes back office, cash management, software management and ATM deployment, among others.

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to an individual reportable segment along with any immaterial operating segment(s).

Eliminations include revenues from contracts with customers and the related costs that are reported in the Payments & Network segment as well as in the Retail or Hospitality segments, including merchant acquiring services that are monetized via payments.

NCR’s reputation is founded upon over 139 years of providing quality products, services and solutions to our customers. At the heart of our customer and other business relationships is a commitment to acting responsibly, ethically and with the highest level of integrity. This commitment is reflected in NCR’s Code of Conduct, which is available on the Corporate Governance page of our website.
SIGNIFICANT THEMES AND EVENTS

As more fully discussed in later sections of this MD&A, the following were significant themes and events for the second quarter of 2023.

•Revenue of $1,986 million, down 1% compared to the prior year period, and flat excluding foreign currency impacts
◦Recurring revenue increased 4% from the prior year and comprised 64% of total consolidated revenue
•Continued strength in strategic initiatives
•Planned separation of NCR into two independent, publicly traded companies announced on September 15, 2022 continues

STRATEGIC INITIATIVES AND TRENDS    

In order to provide long-term value to all our stakeholders, we set complementary business goals and financial strategies. NCR is continuing its transition to become a software platform and payments company with a shift to a higher level of recurring revenue. Our business goal is to be a leading enterprise technology provider that runs stores, restaurants and self-directed banking through our software platform and our NCR-as-a-Service solutions. Execution of our goals and strategy is driven by the following key pillars: (i) focus on our customers; (ii) take care of our employees; (iii) bring high-quality, innovative products to market; and (iv) leverage our brand. We also plan to continue to improve our execution to drive solid returns and to transform our business to enhance value for all stockholders.

On September 15, 2022, NCR announced a plan to separate into two independent, publicly traded companies – one focused on digital commerce, the other on ATMs. The commerce company is expected to be a growth business positioned to leverage NCR’s software-led model to continue transforming, connecting and running global retail, hospitality and digital banking. We believe it will enhance common solutions to drive innovation and boost operational efficiency. The commerce company is expected to also reinvest in the business to accelerate growth and recurring revenue.

The ATM company is expected to be a cash-generative business positioned to focus on delivering ATM-as-a-Service to a large, installed customer base across banks and retailers. We believe it will build on NCR’s leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency
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solutions, to drive market growth. The ATM company is expected to also continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to stockholders.

The separation is intended to be structured in a tax-free manner. The separation transaction will follow the satisfaction of customary conditions, including effectiveness of appropriate filings with the U.S. Securities and Exchange Commission. The current target is to complete the separation in the fourth quarter of 2023.

Should alternative options become available in the future that could deliver superior value to our stockholders than the planned separation, such as a whole or partial company sale of NCR, the Board remains open to considering alternative scenarios.

Cybersecurity Risk Management

Similar to most companies, NCR and its customers are subject to more frequent and increasingly sophisticated cybersecurity attacks (including the ransomware incident announced April 17, 2023). The Company maintains cybersecurity risk management policies and procedures including disclosure controls, which it regularly evaluates for updates, for handling and responding to cybersecurity events. These policies and procedures include internal notifications and engagements and, as necessary, cooperation with law enforcement. Personnel involved in handling and responding to cybersecurity events periodically undertake tabletop exercises to simulate an event. Our internal notification procedures include notifying the applicable Company attorneys, which, depending on the level of severity assigned to the event, may include direct notice to, among others, the Company’s General Counsel, Ethics & Compliance Officer, and Chief Privacy Officer. Company attorneys support efforts to evaluate the materiality of any incidents, determine whether notice to third parties such as customers or vendors is required, determine whether any prohibition on insider trading is appropriate, and assess whether disclosure to stockholders or governmental filings, including with the SEC, are required. Our internal notification procedures also include notifying various NCR Information Technology Services managers, subject matter experts in the Company’s software department and Company leadership, depending on the level of severity assigned to the event.

For further information on potential risks and uncertainties, see Part 1, Item 1A "Risk Factors," of the 2022 Form 10-K and Part II, Item 1A "Risk Factors," of this Form 10-Q, as applicable.

Impacts from Geopolitical and Macroeconomic Challenges    

We continue to be exposed to macroeconomic pressures as a result of supply chain challenges, foreign currency fluctuations, and spikes in interest rates, commodity and energy prices as a result of geopolitical challenges. We continue to navigate through these challenges with a sharp focus on and goal of safeguarding our employees, helping our customers and managing impacts on our supply chain. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.

We expect that these factors will continue to negatively impact our business at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and other macroeconomic pressures and any governmental and public actions taken in response. We continue to evaluate the long-term impact that these may have on our business model, however, there can be no assurance that the measures we have taken or will take will completely offset the negative impact.

For further information on the risks posed to our business from the COVID-19 pandemic and other geopolitical and macroeconomic factors, refer to Part I, Item 1A, “Risk Factors”, of the Company's 2022 Form 10-K. For further information on exposures to foreign exchange risk, refer to Item 3, "Quantitative and Qualitative Disclosures about Market Risk", in this Form 10-Q.

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Results from Operations

For the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022

Consolidated Results

The following tables show our results for the three and six months ended June 30, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Three months ended June 30
Percentage of Revenue (1)
Increase (Decrease)
In millions20232022202320222023 vs 2022
Product revenue$576 $614 29.0 %30.7 %(6)%
Service revenue1,410 1,383 71.0 %69.3 %2 %
Total revenue1,986 1,997 100.0 %100.0 %(1)%
Product gross margin98 70 17.0 %11.4 %40 %
Service gross margin440 401 31.2 %29.0 %10 %
Total gross margin538 471 27.1 %23.6 %14 %
Selling, general and administrative expenses333 309 16.8 %15.5 %8 %
Research and development expenses57 59 2.9 %3.0 %(3)%
Income from operations$148 $103 7.5 %5.2 %44 %


Six months ended June 30
Percentage of Revenue (1)
Increase (Decrease)
In millions20232022202320222023 vs 2022
Product revenue$1,097 $1,130 28.3 %29.3 %(3)%
Service revenue2,780 2,733 71.7 %70.7 %2 %
Total revenue3,877 3,863 100.0 %100.0 %— %
Product gross margin163 94 14.9 %8.3 %73 %
Service gross margin841 788 30.3 %28.8 %7 %
Total gross margin1,004 882 25.9 %22.8 %14 %
Selling, general and administrative expenses625 622 16.1 %16.1 %— %
Research and development expenses121 124 3.1 %3.2 %(2)%
Income from operations$258 $136 6.7 %3.5 %90 %
(1) The percentage of revenue is calculated for each line item divided by total revenue, except for product gross margin and service gross margin, which are divided by the related component of revenue.


Key Strategic Financial Metrics

The following tables show our key strategic financial metrics for the three and six months ended June 30, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

Recurring revenue as a percentage of total revenue

Three months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 vs 2022
     Recurring revenue (1)
$1,262 $1,217 63.5 %60.9 %4 %
     All other products and services724 780 36.5 %39.1 %(7)%
Total Revenue$1,986 $1,997 100 %100 %(1)%
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Six months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 vs 2022
     Recurring revenue (1)
$2,491 $2,396 64.3 %62.0 %4 %
     All other products and services1,386 1,467 35.7 %38.0 %(6)%
Total Revenue$3,877 $3,863 100.0 %100.0 %— %

(1) Recurring revenue includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, cloud revenue, payment processing revenue, interchange and network revenue, Bitcoin-related revenue, and certain professional services arrangements as well as term-based software license arrangements that include customer termination rights.

Net income (loss) from continuing operations attributable to NCR and Adjusted EBITDA(2) as a percentage of total revenue

Three months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 vs 2022
Net income (loss) from continuing operations attributable to NCR$20 $35 1.0 %1.8 %(43)%
Adjusted EBITDA$389 $339 19.6 %17.0 %15 %
(2) Refer to our definition of Adjusted EBITDA in the section entitled "Non-GAAP Financial Measures and Use of Certain Terms."

Six months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 vs 2022
Net income (loss) from continuing operations attributable to NCR$29 $2 0.7 %0.1 %1,350 %
Adjusted EBITDA$691 $610 17.8 %15.8 %13 %

Non-GAAP Financial Measures and Use of Certain Terms:

Constant Currency NCR presents certain financial measures, such as period-over-period revenue growth, on a constant currency basis, which excludes the effects of foreign currency translation by translating prior period results at current period monthly average exchange rates. Due to the overall variability of foreign exchange rates from period to period, NCR’s management uses constant currency measures to evaluate period-over-period operating performance on a more consistent and comparable basis. NCR’s management believes that presentation of financial measures without this result may contribute to an understanding of the Company's period-over-period operating performance and provides additional insight into historical and/or future performance, which may be helpful for investors.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) NCR's management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of strength and performance of the Company's ongoing business operations, including funding discretionary spending such as capital expenditures, strategic acquisitions, and other investments. NCR determines Adjusted EBITDA based on GAAP net income (loss) from continuing operations attributable to NCR plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus stock-based compensation expense; plus other income (expense); plus pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition-related intangibles, separation-related costs, cyber ransomware incident recovery costs, and transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), among others. The special items are considered non-operational or non-recurring in nature, so are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker in evaluating segment performance and are separately delineated to reconcile back to total reported income (loss) from continuing operations attributable to NCR. 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. Refer to the table below
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for the reconciliations of net income (loss) from continuing operations attributable to NCR (GAAP) to Adjusted EBITDA (non-GAAP).

Special Item Related to Russia The war in Eastern Europe and related sanctions imposed on Russia and related actors by the United States and other jurisdictions required us to commence the orderly wind down of our operations in Russia in the first quarter of 2022. As of June 30, 2023, we have ceased operations in Russia and are in the process of dissolving our only subsidiary in Russia. As a result, for the three and six months ended June 30, 2022, our presentation of segment revenue and Adjusted EBITDA exclude the immaterial impact of our operating results in Russia, as well as the impact of impairments taken to write down the carrying value of assets and liabilities, severance charges, and the assessment of collectability on revenue recognition. No charges have been recognized for the six months ended June 30, 2023. We consider this to be a non-recurring special item and management has reviewed the results of its business segments excluding these impacts.

NCR's definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP.

Three months ended June 30Six months ended June 30
In millions2023202220232022
Net income (loss) from continuing operations attributable to NCR (GAAP)$20 $35 $29 $2 
Transformation and restructuring costs (1)
(1)49 (1)76 
Acquisition-related amortization of intangibles43 45 85 86 
Acquisition-related costs (2)
1 3 1 8 
Interest expense91 67 174 130 
Interest income(3)(2)(6)(3)
Depreciation and amortization (excluding acquisition-related amortization of intangibles)109 104 215 207 
Income taxes30 — 44 13 
Stock-based compensation expense36 35 68 69 
Separation costs (3)
52 — 71 — 
Cyber ransomware incident recovery costs (4)
11 — 11 — 
Russia— 3 — 22 
Adjusted EBITDA (non-GAAP)$389 $339 $691 $610 
(1) Represents integration, severance, and other exit and disposal costs, which are considered non-operational in nature.
(2) Represents professional fees, retention bonuses, and other costs incurred related to acquisitions, which are considered non-operational in nature.
(3) Represents professional fees specific to separation preparation including separation management, organizational design, and legal fees.
(4) Represents expenses to respond to, remediate and investigate the April 13, 2023 cyber ransomware incident, which is considered a non-recurring special item. Additional details regarding this cyber ransomware incident are discussed in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”.

Revenue
Three months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 vs 2022
Product revenue$576 $614 29.0 %30.7 %(6)%
Service revenue1,410 1,383 71.0 %69.3 %2 %
Total revenue$1,986 $1,997 100.0 %100.0 %(1)%



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Six months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 vs 2022
Product revenue$1,097 $1,130 28.3 %29.3 %(3)%
Service revenue2,780 2,733 71.7 %70.7 %2 %
Total revenue$3,877 $3,863 100.0 %100.0 %— %

Product revenue includes our hardware and software license revenue streams as well as Bitcoin-related revenues. Service revenue includes hardware and software maintenance revenue, implementation services revenue, cloud revenue, payments processing revenue, interchange and network revenue, as well as professional services revenue.

For the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022

Total revenue decreased 1% for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. Product revenue for the three months ended June 30, 2023 decreased 6% compared to the three months ended June 30, 2022 due to a decline in ATM, SCO and POS revenues, partially offset by an increase in software license and Bitcoin-related revenues. Service revenue for the three months ended June 30, 2023 increased 2% due to growth in recurring banking services revenue, software maintenance, and other software related services, partially offset by a decline in hardware maintenance revenue. The declines in hardware and hardware maintenance are driven by our strategic shift to recurring service arrangements primarily in our Retail and Self-Service Banking segments. Foreign currency fluctuations had an unfavorable impact of 1% on the revenue comparison, primarily in hardware maintenance, hardware product sales and payments processing.

Total revenue was flat for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. Foreign currency fluctuations had an unfavorable impact of 2% on the revenue comparison. Product revenue for the six months ended June 30, 2023 decreased 3% compared to the six months ended June 30, 2022 due to a decline in ATM, SCO, POS, and software license revenues partially offset by an increase in Bitcoin-related revenue. Service revenue for the six months ended June 30, 2023 increased 2% compared to the six months ended June 30, 2022 due to growth in recurring banking services revenue, payments processing, software maintenance and software related services, partially offset by a decline in hardware maintenance revenue. The declines in hardware and hardware maintenance are driven by our strategic shift to recurring service arrangements primarily in our Retail and Self-Service Banking segments.


Gross Margin
Three months ended June 30
Percentage of Revenue (1)
Increase (Decrease)
In millions20232022202320222023 v 2022
Product gross margin$98 $70 17.0 %11.4 %40 %
Service gross margin440 401 31.2 %29.0 %10 %
Total gross margin$538 $471 27.1 %23.6 %14 %
(1) The percentage of revenue is calculated for each line item divided by the related component of revenue.

For the three months ended June 30, 2023 compared to the three months ended June 30, 2022

Gross margin as a percentage of revenue in the three months ended June 30, 2023 was 27.1% compared to 23.6% in the three months ended June 30, 2022. Gross margin for the three months ended June 30, 2023 included $1 million of transformation and restructuring costs, $4 million of stock-based compensation expense, $27 million of amortization of acquisition-related intangible assets and $6 million related to the cyber ransomware incident recovery costs. Gross margin for the three months ended June 30, 2022 included $16 million of transformation and restructuring costs, $4 million of stock-based compensation expense, $27 million of amortization of acquisition-related intangible assets, and $1 million of acquisition-related costs, partially offset by profit of $4 million related to collections and inventory liquidation in Russia. Excluding these items, gross margin as a percentage of revenue increased from 25.8% to 29.0% due to reductions in fuel, shipping costs and component parts compared to prior year, the impact of cost mitigation actions implemented, and an increase in the favorable higher margin software and services revenue. These improvements were partially offset by increased interest rates driving higher cost on vault cash rental agreements.


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Six months ended June 30
Percentage of Revenue (1)
Increase (Decrease)
In millions20232022202320222023 v 2022
Product gross margin$163 $94 14.9 %8.3 %73 %
Service gross margin841 788 30.3 %28.8 %7 %
Total gross margin$1,004 $882 25.9 %22.8 %14 %

For the six months ended June 30, 2023 compared to the six months ended June 30, 2022

Gross margin as a percentage of revenue in the six months ended June 30, 2023 was 25.9% compared to 22.8% in the six months ended June 30, 2022. Gross margin in the six months ended June 30, 2023 included $1 million of transformation and restructuring costs, $8 million of stock-based compensation expense, $53 million of amortization of acquisition-related intangible assets and $6 million related to the cyber ransomware incident recovery costs. Gross margin for the six months ended June 30, 2022 included $21 million of transformation and restructuring costs, $8 million of stock-based compensation expense, $46 million of amortization of acquisition-related intangible assets, $1 million of acquisition-related costs and $10 million related to operating losses, impairments and other actions taken with respect to our operations in Russia. Excluding these items, gross margin as a percentage of revenue increased from 25.1% to 27.7% due to reductions in fuel, shipping costs and component parts compared to prior year, the impact of cost mitigation actions implemented, and an increase in the favorable higher margin software and services revenue. These improvements were partially offset by increased interest rates driving higher cost on vault cash rental agreements.

Selling, General and Administrative Expenses

Three months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 v 2022
Selling, general and administrative expenses$333 $309 16.8 %15.5 %8 %

For the three months ended June 30, 2023 compared to the three months ended June 30, 2022

Selling, general, and administrative expenses were $333 million in the three months ended June 30, 2023, compared to $309 million in the same period of 2022. As a percentage of revenue, selling, general and administrative expenses were 16.8% in the three months ended June 30, 2023 compared to 15.5% in the same period of 2022. In the three months ended June 30, 2023, selling, general and administrative expenses included $5 million of transformation and restructuring costs, $29 million of stock-based compensation expense, $16 million of amortization of acquisition-related intangible assets, $1 million of acquisition related costs, $52 million of separation-related costs and $5 million related to the cyber ransomware incident recovery costs. In the three months ended June 30, 2022, selling, general and administrative expenses included $25 million of transformation and restructuring costs, $28 million of stock-based compensation expense, $18 million of amortization of acquisition-related intangible assets, $2 million of acquisition-related costs and $2 million of costs related to actions taken with respect to our operations in Russia. Excluding these items, selling, general and administrative expenses decreased slightly as a percentage of revenue from 11.7% to 11.3% primarily due to cost mitigation actions implemented, partially offset by an increase in employee benefit-related costs.


Six months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 vs 2022
Selling, general and administrative expenses$625 $622 16.1 %16.1 %— %

For the six months ended June 30, 2023 compared to the six months ended June 30, 2022

Selling, general, and administrative expenses were $625 million compared to $622 million in the six months ended June 30, 2023 and 2022, respectively. As a percentage of revenue, selling, general and administrative expenses were 16.1% in the six months ended June 30, 2023 and 2022. In the six months ended June 30, 2023, selling, general and administrative expenses included $8 million of transformation and restructuring costs, $54 million of stock-based compensation expense, $32 million of
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amortization of acquisition-related intangible assets, $1 million of acquisition related costs, $71 million of separation-related costs and $5 million related to the cyber ransomware incident recovery costs. In the six months ended June 30, 2022, selling, general and administrative expenses included $46 million of transformation and restructuring costs, $55 million of stock-based compensation expenses, $40 million of amortization of acquisition-related intangible assets, $7 million of acquisition-related costs and $6 million of costs related to actions taken with respect to our operations in Russia. Excluding these items, selling, general and administrative expenses decreased slightly as a percentage of revenue from 12.1% to 11.7% primarily due to cost mitigation actions implemented, partially offset by an increase in employee benefit-related costs.


Research and Development Expenses

Three months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 v 2022
Research and development expenses$57 $59 2.9 %3.0 %(3)%

For the three months ended June 30, 2023 compared to the three months ended June 30, 2022

Research and development expenses were $57 million in the three months ended June 30, 2023, compared to $59 million in the same period of 2022. As a percentage of revenue, research and development costs were 2.9% and 3.0% in the three months ended June 30, 2023 and 2022, respectively. In the three months ended June 30, 2023, research and development costs included $3 million of stock-based compensation expense. In the three months ended June 30, 2022, research and development costs included $8 million of transformation costs and $3 million of stock-based compensation expense. Excluding these items, research and development expenses increased slightly as a percentage of revenue from 2.4% to 2.7% due to an increase in employee benefit-related costs.


Six months ended June 30Percentage of Total RevenueIncrease (Decrease)
In millions20232022202320222023 v 2022
Research and development expenses$121 $124 3.1 %3.2 %(2)%

For the six months ended June 30, 2023 compared to the six months ended June 30, 2022

Research and development expenses were $121 million compared to $124 million in the six months ended June 30, 2023 and 2022, respectively. As a percentage of revenue, these costs were 3.1% and 3.2% in the six months ended June 30, 2023 and 2022, respectively. In the six months ended June 30, 2023, research and development expenses included $6 million of stock-based compensation expense. In the six months ended June 30, 2022, research and development expenses included $9 million of transformation and restructuring costs and $6 million of stock-based compensation expense. After considering this item, research and development expenses slightly increased as a percentage of revenue from 2.8% to 3.0% due to an increase in employee benefit-related costs.

Interest Expense

Three months ended June 30Increase (Decrease)
In millions202320222023 v 2022
Interest expense$91 $67 36 %

For the three months ended June 30, 2023 compared to the three months ended June 30, 2022

Interest expense was $91 million compared to $67 million in the three months ended June 30, 2023 and 2022, respectively. Interest expense is primarily related to the Company's senior unsecured notes and borrowings under the Company's Senior Secured Credit Facility. The increase in interest expense was primarily due to the significant increase in variable interest rates on the Senior Secured Credit Facility.


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Six months ended June 30Increase (Decrease)
In millions202320222023 v 2022
Interest expense$174 $130 34 %

For the six months ended June 30, 2023 compared to the six months ended June 30, 2022

Interest expense was $174 million compared to $130 million in the six months ended June 30, 2023 and 2022, respectively. Interest expense is primarily related to the Company's senior unsecured notes and borrowings under the Company's Senior Secured Credit Facility. The increase in interest expense was primarily due to the significant increase in variable interest rates on the Senior Secured Credit Facility.


Other Income (Expense), net

Other income (expense), net was expense of $8 million and income of $1 million in the three months ended June 30, 2023 and 2022, respectively, and expense of $11 million and income of $10 million in the six months ended June 30, 2023 and 2022, respectively, with the components reflected in the following table:
Three months ended June 30Six months ended June 30
In millions2023202220232022
Interest income$3 $2 $6 $3 
Foreign currency fluctuations and foreign exchange contracts(10)(7)(10)(7)
Bank-related fees(8)(3)(13)(5)
Employee benefit plans— 10 — 21 
Other, net7 (1)6 (2)
Other income (expense), net$(8)$1 $(11)$10 


Income Taxes
Three months ended June 30Six months ended June 30
In millions2023202220232022
Income tax expense (benefit)$30 $— $44 $13 

For the three months ended June 30, 2023 compared to the three months ended June 30, 2022

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items. Income tax expense was $30 million for the three months ended June 30, 2023 compared to approximately zero for the three months ended June 30, 2022. The change was primarily driven by discrete tax expenses and benefits and higher income before taxes in the three months ended June 30, 2023, compared to the prior year. In the three months ended June 30, 2023, the Company recognized a $2 million expense from recording a valuation allowance against deferred tax assets in Turkey and a $2 million expense related to interest on uncertain tax benefits. In the three months ended June 30, 2022, the Company recognized a $6 million benefit from provision to return adjustments and a $7 million benefit related to uncertain tax position settlements and statute of limitation lapses.


For the six months ended June 30, 2023 compared to the six months ended June 30, 2022

Income tax expense was $44 million for the six months ended June 30, 2023 compared to expense of $13 million for the six months ended June 30, 2022. The change was primarily driven by discrete tax expenses and benefits and higher income before taxes in the six months ended June 30, 2023, compared to the prior year. In the six months ended June 30, 2023, the Company recognized a $2 million expense from recording a valuation allowance against deferred tax assets in Turkey, a $2 million expense related to tax audit settlements, and a $4 million expense related to interest on uncertain tax benefits. In the six months ended June 30, 2022, the Company recognized a $4 million benefit from provision to return adjustments and a $7 million benefit related to uncertain tax position settlements and statute of limitation lapses.

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The Company is subject to numerous federal, state and foreign tax audits. While we believe that appropriate reserves exist for issues that might arise from these audits, should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in 2023 or future periods.


Income (Loss) from Discontinued Operations

The Company recognized loss from discontinued operations, net of tax, of $1 million in the three and six months ended June 30, 2023. The loss from discontinued operations, net of tax, was primarily driven by immaterial updates to various environmental remediation matters. The Company recognized income from discontinued operations, net of tax, of $6 million and $5 million in the three and six months ended June 30, 2022 respectively. The income from discontinued operations, net of tax, was primarily driven by insurance recoveries partially offset by immaterial updates to various environmental remediation matters.

Revenue and Adjusted EBITDA by Segment

The Company manages and reports its businesses in the following segments: Retail, Hospitality, Digital Banking, Payments & Network, and Self-Service Banking.

Segments are measured for profitability by the Company’s chief operating decision maker based on revenue and segment Adjusted EBITDA. Refer to our definition of Adjusted EBITDA in the section entitled "Non-GAAP Financial Measures and Use of Certain Terms."

The following tables show our segment revenue and Adjusted EBITDA for the three and six months ended June 30, the relative percentage that those amounts represent to segment revenue, and the change in those amounts year-over-year.

Three months ended June 30
Percentage of Revenue (1)
Increase (Decrease)Increase (Decrease) Constant Currency
In millions20232022202320222023 v 20222023 v 2022
Revenue
Retail$576 $562 29.0 %28.1 %2 %3 %
Hospitality235 238 11.8 %11.9 %(1)%(1 %)
Digital Banking140 131 7.0 %6.6 %7 %7 %
Payments & Network333 332 16.8 %16.6 %— %1 %
Self-Service Banking661 679 33.3 %34.0 %(3)%(1)%
Total segment revenue$1,945 $1,942 97.9 %97.2 %— %1 %
Other (2)
54 61 2.8 %3.1 %(11)%(11)%
Eliminations (3)
(13)(12)(0.7)%(0.6)%8 %8 %
Other Adjustment (4)
$— 6 — %0.3 %n/mn/m
Total revenue$1,986 $1,997 100.0 %100.0 %(1)%— %
Adjusted EBITDA by Segment
Retail$123 $104 21.4 %18.5 %18 %
Hospitality$60 $46 25.5 %19.3 %30 %
Digital Banking$53 $56 37.9 %42.7 %(5)%
Payments & Network$99 $97 29.7 %29.2 %2 %
Self-Service Banking$169 $142 25.6 %20.9 %19 %
(1) The percentage of revenue is calculated for each line item divided by total revenue, except for Adjusted EBITDA, which are divided by the related component of revenue.
(2) Other immaterial business operations that do not represent a reportable segment.
(3) Eliminations include revenues from contracts with customers and the related costs that are reported in the Payments & Network segment as well as in the Retail or Hospitality segments, including merchant acquiring services that are monetized via payments.
(4) Other adjustment reflects the revenue attributable to the Company's operations in Russia for the three months ended June 30, 2022 that were excluded from management's measure of revenue due to our previous announcement to suspend sales to Russia and orderly wind down of our operations in Russia beginning in the first quarter of 2022.

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Six months ended June 30
Percentage of Revenue (1)
Increase (Decrease)Increase (Decrease) Constant Currency
In millions20232022202320222023 v 20222023 v 2022
Revenue
Retail$1,128 $1,108 29.1 %28.7 %2 %4 %
Hospitality458 449 11.8 %11.6 %2 %2 %
Digital Banking276 267 7.1 %6.9 %3 %3 %
Payments & Network656 631 16.9 %16.3 %4 %5 %
Self-Service Banking1,274 1,290 32.9 %33.4 %(1)%1 %
Total segment revenue$3,792 $3,745 97.8 %96.9 %1 %3 %
Other (2)
108 129 2.8 %3.4 %(16)%(15)%
Eliminations (3)
(23)(20)(0.6)%(0.5)%15 %15 %
Other adjustment (4)
— 9 — %0.2 %n/mn/m
Total revenue$3,877 $3,863 100.0 %100.0 %— %2 %
Adjusted EBITDA by Segment
Retail$220 $171 19.5 %15.4 %29 %
Hospitality$113 $87 24.7 %19.4 %30 %
Digital Banking$102 $112 37.0 %41.9 %(9)%
Payments & Network$182 $195 27.7 %30.9 %(7)%
Self-Service Banking$307 $254 24.1 %19.7 %21 %

(1) The percentage of revenue is calculated for each line item divided by total revenue, except for Adjusted EBITDA, which are divided by the related component of revenue.
(2) Other immaterial business operations that do not represent a reportable segment.
(3) Eliminations include revenues from contracts with customers and the related costs that are reported in the Payments & Network segment as well as in the Retail or Hospitality segments, including merchant acquiring services that are monetized via payments.
(4) Other adjustment reflects the revenue attributable to the Company's operations in Russia for the six months ended June 30, 2022 that were excluded from management's measure of revenue due to our previous announcement to suspend sales to Russia and orderly wind down of our operations in Russia beginning in the first quarter of 2022.

The following table provides a reconciliation of segment and total revenue percentage growth (GAAP) to revenue percentage growth constant currency (non-GAAP) for the three and six months ended June 30, 2023.

Three months ended June 30, 2023
Six months ended June 30, 2023
$ in millionsRevenue Growth % (GAAP)Favorable (Unfavorable) FX ImpactRevenue Growth %
Constant Currency (non-GAAP)		Revenue Growth % (GAAP)Favorable (Unfavorable) FX ImpactRevenue Growth %
Constant Currency (non-GAAP)
Retail2 %(1)%3 %2 %(2)%4 %
Hospitality(1)%— %(1)%2 %— %2 %
Digital Banking7 %— %7 %3 %— %3 %
Payments & Network— %(1)%1 %4 %(1)%5 %
Self-Service Banking(3)%(2)%(1)%(1)%(2)%1 %
Total segment revenue— %(1)%1 %1 %(2)%3 %
Other(11)%— %(11)%(16)%(1)%(15)%
Eliminations8 %— %8 %15 %— %15 %
Total revenue(1)%(1)%— %— %(2)%2 %



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Segment Revenue

For the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022

Retail revenue increased 2% for the three and six months ended June 30, 2023 compared to the prior year period. Foreign currency fluctuations had an unfavorable impact of 1% and 2% on the three and six month revenue comparisons, respectively. Revenue results were primarily due to higher revenue from services and point-of-sale solutions partially offset by a decrease in self-checkout related revenue.

Hospitality revenue decreased 1% for the three months ended June 30, 2023 compared to the prior year period and increased 2% for the six months ended June 30, 2023 compared to the prior year period. For the three months ended June 30, 2023, the decrease in revenue is due to a decrease in POS hardware partially offset by an increase in point-of-sale solutions revenue as well as increases in services and payments processing revenues. For the six months ended June 30, 2023, the increase in revenue of 2% compared to prior period is due to an increase in services and software revenues, including growth in cloud services and payment processing, partially offset by a decrease in POS hardware.

Digital Banking revenue increased 7% and 3% for the three and six months ended June 30, 2023, respectively, compared to the prior year period, due to an increase in recurring cloud services and software maintenance revenues.    

Payments & Network revenue was flat for the three months ended June 30, 2023 compared to the prior year period and increased 4% for the six months ended June 30, 2023 compared to the prior year period. For the six months ended June 30, 2023, the increase in revenue is due to an increase in payment processing and Bitcoin-related revenue driven by an increase in higher margin ATM transactions and merchant acquiring services.

Self-Service Banking revenue decreased 3% and 1% for the three and six months ended June 30, 2023, respectively, compared to the prior year period. Foreign currency fluctuations had an unfavorable impact of 2% on the three and six month revenue comparisons. Revenue results for the periods were primarily due to the shift from one-time ATM hardware and hardware maintenance revenues to recurring ATM as-a-Service arrangements in addition to a decline in one-time software license revenues. The declines in ATM hardware, hardware maintenance and software license revenues were partially offset by an increase in recurring software and services revenue. Software and services revenue as a percent of total Self-Service Banking segment revenue were 69% and 67% in the second quarter of 2023 and 2022, respectively.

Segment Adjusted EBITDA

For the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022

Retail Adjusted EBITDA increased 18% and 29% for the three and six months ended June 30, 2023, respectively, compared to the prior year period, primarily due to favorable software and services revenue mix and improvements in component, labor and freight costs as well as other cost mitigation and pricing actions taken in the latter part of 2022 and 2023. These improvements were partially offset by an increase in employee benefit-related costs.

Hospitality Adjusted EBITDA increased 30% for the three and six months ended June 30, 2023 compared to the prior year period, primarily driven by pricing and cost mitigation actions taken in the latter part of 2022 and 2023 as well as improvements in component and fuel costs. These improvements were partially offset by an increase in employee benefit-related costs.

Digital Banking Adjusted EBITDA decreased 5% and 9% for the three and six months ended June 30, 2023, respectively, compared to the prior year period, driven by investment in selling expenses and research and development expenses, and an increase in employee benefit-related costs.

Payments & Network Adjusted EBITDA increased 2% and decreased 7% for the three and six months ended June 30, 2023, respectively, compared to the prior year period. The increase in Adjusted EBITDA for the three months ended June 30, 2023 compared to the prior year period was primarily due to increases in higher margin transaction revenue and cost optimization initiatives. These improvements were partially offset by an increase in interest rates, which increases the cost of our vault cash rental obligations, and employee benefit-related costs. The decline in Adjusted EBITDA for the six months ended June 30, 2023 compared to prior year period was primarily due significantly higher interest rates on our vault cash agreements, as well as higher cash-in-transit costs driven by the higher volume of cash dispensed in the period, and an increase in employee benefit-related costs. This was partially offset by the increase in higher margin transaction revenue described above.

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Self-Service Banking Adjusted EBITDA increased 19% and 21% for the three and six months ended June 30, 2023, respectively, compared to the prior year period primarily due to improvement in component and fuel costs, particularly in ATM hardware, as well as increases in higher margin recurring revenue streams. These improvements were partially offset by an increase in employee benefit-related costs.

Financial Condition, Liquidity, and Capital Resources

Historically, our principal sources of cash are cash generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources.

NCR’s management uses a non-GAAP measure called “Adjusted free cash flow-unrestricted” to assess the financial performance of the Company. We define Adjusted free cash flow-unrestricted as net cash provided by (used in) operating activities less capital expenditures for property, plant and equipment, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus acquisition-related items, plus/minus net reductions or reinvestments in the trade receivables facility established in the third quarter of 2021 due to fluctuations in the outstanding balance of receivables sold, and plus pension contributions and settlements. Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement to the merchant has not yet occurred or day of the week on which a reporting period ends. We believe Adjusted free cash flow-unrestricted information is useful for investors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue and improve business operations. In particular, Adjusted free cash flow-unrestricted indicates the amount of cash available after these adjustments for, among other things, investments in the Company’s existing businesses, strategic acquisitions, repurchases of NCR stock and repayment of debt obligations. Adjusted free cash flow-unrestricted does not represent the residual cash flow available for discretionary expenditures, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definition under GAAP, and therefore NCR’s definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

Summarized cash flow information for the six months ended June 30 is as follows:

Six months ended June 30
In millions20232022
Net cash provided by operating activities$544 $118 
Net cash used in investing activities$(194)$(177)
Net cash provided by (used in) financing activities$(266)$(7)

Cash provided by operating activities was $544 million in the six months ended June 30, 2023 compared to cash provided by operating activities of $118 million in the six months ended June 30, 2022. The increase in cash provided by operating activities in the six months ended June 30, 2023 was driven by higher operating income of $20 million and the favorable movement in net working capital accounts of $392 million.

The table below reconciles net cash provided by operating activities, the most directly comparable GAAP measure, to NCR’s non-GAAP measure of Adjusted free cash flow-unrestricted for the six months ended June 30:
Six months ended June 30
In millions20232022
Net cash provided by operating activities (GAAP)$544 $118 
Expenditures for property, plant and equipment(70)(32)
Additions to capitalized software(134)(142)
Restricted cash settlement activity(28)37 
Change in trade receivables facility43 — 
Pension contributions8 9 
Adjusted free cash flow-unrestricted (non-GAAP)$363 $(10)

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For the six months ended June 30, 2023, net cash provided by operating activities increased $426 million, which contributed to a net increase in Adjusted free cash flow-unrestricted of $373 million in comparison to the six months ended June 30, 2022. The increase in net cash provided by operating activities was offset by an increase in restricted cash settlement activity of $65 million and an increase in capital expenditures for property, plant and equipment of $38 million. Adjusted free cash flow-unrestricted was also adjusted for the impact of a net $43 million reduction in the Company's trade receivables facility due to timing of fluctuations in the outstanding balance of receivables sold.

Financing activities and certain other investing activities are not included in our calculation of Adjusted free cash flow-unrestricted. Other investing activities primarily include business acquisitions, divestitures and investments, which were not significant in the six months ended June 30, 2023 and June 30, 2022.

Our financing activities include borrowings and repayments of credit facilities and notes. Financing activities during the six months ended June 30, 2023 also included dividends paid on the Series A preferred stock of $8 million, proceeds from employee stock plans of $14 million as well as tax withholding payments on behalf of employees for stock based awards that vested of $16 million. Financing activities during the six months ended June 30, 2022 included dividends paid on the Series A preferred stock of $8 million, proceeds from stock employee plans of $14 million, and tax withholding payments on behalf of employees for stock based awards that vested of $36 million.

Long Term Borrowings The Senior Secured Credit Facility consists of term loan facilities in an aggregate principal amount of $2.055 billion, of which $1.83 billion was outstanding as of June 30, 2023. Additionally, the Senior Secured Credit Facility provides for a five-year Revolving Credit Facility with an aggregate principal amount of $1.3 billion, of which $328 million was outstanding as of June 30, 2023. The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and as of June 30, 2023, there were $29 million letters of credit outstanding.

As of June 30, 2023, we had outstanding $1.2 billion in aggregate principal balance of 5.125% senior unsecured notes due in 2029, $500 million in aggregate principal balance of 5.750% senior unsecured notes due in 2027, $650 million aggregate principal balance of 5.000% senior unsecured notes due in 2028, $500 million in aggregate principal balance of 6.125% senior unsecured notes due in 2029, and $450 million in aggregate principal balance of 5.250% senior unsecured notes due in 2030.

See Note 5, “Debt Obligations”, of the Notes to Condensed Consolidated Financial Statements included in Item 1 of this Report for further information on the Senior Secured Credit Facility.

Employee Benefit Plans In 2023, we expect to make contributions of $20 million to our international pension plans, $75 million to our postemployment plan and $2 million to our postretirement plan. For additional information, refer to Note 9, “Employee Benefit Plans”, of the Notes to Condensed Consolidated Financial Statements.

Series A Convertible Preferred Stock As of June 30, 2023, the redemption value of the Series A Preferred Stock was approximately $276 million. 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. Beginning in the first quarter of 2020, dividends are payable in cash or in-kind at the option of the Company. During the six months ended June 30, 2023 and 2022, the Company paid cash dividends of $8 million, respectively.

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 $30.00 per share, or a conversion rate of 33.333 shares of common stock per share of Series A Convertible Preferred Stock. As of June 30, 2023 and December 31, 2022, the maximum number of common shares that could be required to be issued upon conversion of the outstanding shares of the Series A Convertible Preferred Stock was 9.2 million shares.

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by the Company's foreign subsidiaries at June 30, 2023 and December 31, 2022 were $455 million and $419 million, respectively. Under current tax laws and regulations, 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 or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes, which could be significant.

Summary As of June 30, 2023, our cash and cash equivalents totaled $547 million and our total debt was $5.47 billion, excluding deferred fees. As of June 30, 2023, our borrowing capacity under the Revolving Credit Facility was approximately $943 million. Our ability to generate positive cash flows from operations is dependent on general economic conditions, the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of
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the Company’s 2022 Annual Report on Form 10-K and Item 1A of Part II of this Quarterly Report on Form 10-Q (as applicable). If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to 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 expected pension, postemployment, and postretirement plan contributions, remediation payments related to environmental matters, debt servicing obligations, payments related to separation, transformation and restructuring initiatives, and in the long-term (i.e., beyond June 30, 2024) to meet our material cash requirements.

Material Cash Requirements from Contractual and Other Obligations

There have been no significant changes in our contractual and other commercial obligations as described in our Form 10-K for the year ended December 31, 2022.
Critical Accounting Policies and Estimates
Critical accounting policies are those that are most important to the portrayal of our financial position and results of operations. These policies require highly subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Our most critical accounting estimates pertain to revenue recognition, inventory valuation, goodwill and intangible assets, pension, postretirement and postemployment benefits, environmental and legal contingencies, and income taxes, which are described in Item 7. of our 2022 Form 10-K. 
New Accounting Pronouncements
See discussion in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, of the Notes to Condensed Consolidated Financial Statements for new accounting pronouncements.





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Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Statements that describe or relate to NCR’s plans, goals, intentions, strategies, or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements in this Form 10-Q include, without limitation, statements regarding: our expectations of demand for our solutions and execution and the impact thereof on our financial results in 2023; NCR's focus on advancing our strategic growth initiatives and transforming NCR into a software-led as-a-service company with a higher mix of recurring revenue streams; our expectations of NCR's ability to deliver increased value to customers and stockholders; and statements regarding the planned separation of NCR into two separate companies, including, but not limited to, statements regarding the anticipated timing and structure of such planned transaction, the future commercial or financial performance of the digital commerce company or the ATM company following such planned transaction, value creation and ability to innovate and drive growth generally as a result of such transaction, and the expected capital structure, net debt and pension obligations of the companies at the time of and following the transaction. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of NCR's control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors relating to:

•Strategy and Technology: transforming our business model; development and introduction of new solutions; competition in the technology industry; integration of acquisitions and management of alliance activities; and our multinational operations;
•Business Operations: domestic and global economic and credit conditions; risks and uncertainties from the payments-related business and industry; disruptions in our data center hosting and public cloud facilities; retention and attraction of key employees; defects, errors, installation difficulties or development delays; failure of third-party suppliers; a major natural disaster or catastrophic event, including the impact of the coronavirus (COVID-19) pandemic and geopolitical and macroeconomic challenges; environmental exposures from historical and ongoing manufacturing activities; and climate change;
•Data Privacy & Security: impact of data protection, cybersecurity and data privacy including any related issues, including the April 2023 ransomware incident;
•Finance and Accounting: our level of indebtedness; the terms governing our indebtedness; incurrence of additional debt or similar liabilities or obligations; access or renewal of financing sources; our cash flow sufficiency to service our indebtedness; interest rate risks; the terms governing our trade receivables facility; the impact of certain changes in control relating to acceleration of our indebtedness, our obligations under other financing arrangements, or required repurchase of our senior unsecured notes; any lowering or withdrawal of the ratings assigned to our debt securities by rating agencies; our pension liabilities; and write down of the value of certain significant assets;
•Law and Compliance: allegations or claims by third parties that our products or services infringe on intellectual property rights of others, including claims against our customers and claims by our customers to defend and indemnify them with respect to such claims; protection of our intellectual property; changes to our tax rates and additional income tax liabilities; uncertainties regarding regulations, lawsuits and other related matters; and changes to cryptocurrency regulations;
•Governance: impact of the terms of our Series A Convertible Preferred (“Series A”) Stock relating to voting power, share dilution and market price of our common stock; rights, preferences and privileges of Series A stockholders compared to the rights of our common stockholders; and actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders;
•Planned Separation: an unexpected failure to complete, or unexpected delays in completing, the necessary actions for the planned separation, or to obtain the necessary approvals or third party consents to complete these actions; that the potential strategic benefits, synergies or opportunities expected from the separation may not be realized or may take longer to realize than expected; costs of implementation of the separation and any changes to the configuration of businesses included in the separation if implemented; the potential inability to access or reduced access to the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade; the potential adverse reactions to the planned separation by customers, suppliers, strategic partners or key personnel and potential difficulties in maintaining relationships with such persons and risks associated with third party contracts containing consent and/or other provisions that may be triggered by the planned separation and the ability to obtain such consents;
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the risk that any newly formed entity to house the digital commerce or ATM business would have no credit rating and may not have access to the capital markets on acceptable terms; unforeseen tax liabilities or changes in tax law; requests or requirements of governmental authorities related to certain existing liabilities; and the ability to obtain or consummate financing or refinancing related to the transaction upon acceptable terms or at all.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that the planned separation will be completed in the expected form or within the expected time frame or at all. Nor can there be any guarantee that the digital commerce business and ATM business after a separation will be able to realize any of the potential strategic benefits, synergies or opportunities as a result of these actions. Neither can there be any guarantee that stockholders will achieve any particular level of stockholder returns. Nor can there be any guarantee that the planned separation will enhance value for stockholders, or that NCR or any of its divisions, or separate digital commerce and ATM business, will be commercially successful in the future, or achieve any particular credit rating or financial results. Additional information concerning these and other factors can be found in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company's most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


Information About NCR

NCR encourages investors to visit its web site (http://www.ncr.com), which is updated regularly with financial and other important information about NCR. The contents of the Company’s web site are not incorporated into this quarterly report or the Company’s other filings with the U.S. Securities and Exchange Commission.
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Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to market risks primarily from changes in foreign currency exchange rates and interest rates. It is our policy to manage our foreign exchange exposure and debt structure in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. In managing market risks, we employ derivatives according to documented policies and procedures, including foreign currency contracts and interest rate swaps. We do not use derivatives for trading or speculative purposes.

Foreign Exchange Risk

Since a substantial portion of our operations and revenue occur outside the United States, and in currencies other than the U.S. Dollar, our results can be significantly impacted by changes in foreign currency exchange rates. We have exposure to approximately 45 functional currencies and are exposed to foreign currency exchange risk with respect to our sales, profits and assets and liabilities denominated in currencies other than the U.S. Dollar. Although we use financial instruments to hedge certain foreign currency risks, we are not fully protected against foreign currency fluctuations and our reported results of operations could be affected by changes in foreign currency exchange rates. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange forward and option contracts. This is primarily done through the hedging of foreign currency denominated inter-company inventory purchases by the marketing units and the foreign currency denominated inputs to our manufacturing units. All of these transactions are forecasted. If these contracts are designated as highly effective cash flow hedges, the gains or losses are deferred into accumulated other comprehensive income (“AOCI”). The gains or losses from derivative contracts that are designated as highly effective cash flow hedges related to inventory purchases are recorded in cost of products when the inventory is sold to an unrelated third party. Otherwise, the gains or losses from these contracts are recognized in earnings as exchange rates change. We also use derivatives not designated as hedging instruments consisting primarily of forward contracts to hedge foreign currency denominated balance sheet exposures. For these derivatives we recognize gains and losses in 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 rated financial 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 impact on 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 our hedge portfolio related to firmly committed or forecasted transactions. The sensitivity analysis represents the hypothetical changes in value of the hedge position and does not reflect the related gain or loss on the forecasted underlying transaction. A 10% appreciation in the value of the U.S. Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding decrease in the fair value of the hedge portfolio of $6 million as of June 30, 2023. A 10% depreciation in the value of the U.S. Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding increase in the fair value of the hedge portfolio of $6 million as of June 30, 2023. The Company expects that any increase or decrease in the fair value of the portfolio would be substantially offset by increases or decreases in the underlying exposures being hedged.

The U.S. Dollar was stronger in the second quarter of 2023 compared to the second quarter of 2022 based on comparable weighted averages for our functional currencies. This excludes the effects of our hedging activities and, therefore, does not reflect the actual impact of fluctuations in exchange rates on our operating income.

Interest Rate Risk

We are subject to interest rate risk principally in relation to variable-rate debt. Approximately 60% of our borrowings were on a fixed rate basis as of June 30, 2023. The increase in pre-tax interest expense for the six months ended June 30, 2023 from a hypothetical 100 basis point increase in variable interest rates would be approximately $13 million. As of June 30, 2023, we do not have any outstanding interest rate derivative contracts related to our variable rate debt.

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Additionally, as our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in applicable interest rates in the respective countries in which we operate. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates. The increase in vault cash rental expense for the three months ended June 30, 2023 from a hypothetical 100 basis point increase in variable interest rates would be approximately $9 million, excluding the impact from outstanding interest rate swap agreements.

We utilize interest rate swap contracts and interest rate cap agreements to add stability to interest expense and to manage exposure to interest rate movements as part of our interest rate risk management strategy. Payments and receipts related to interest rate cap agreements and interest rate swap contracts are included in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. Refer to Note 13, “Derivatives and Hedging Instruments”, for further information on our interest rate derivative contracts in effect as of June 30, 2023.

Concentrations of Credit Risk

We are potentially subject to concentrations of credit risk on accounts receivable and financial instruments, such as hedging instruments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the balance sheet. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions as counterparties to hedging transactions, and monitoring procedures. Our business often involves large transactions with customers for which we do not require collateral. If one or more of those customers were to default in its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses. Moreover, a prolonged downturn in the global economy could have an adverse impact on the ability of our customers to pay their obligations on a timely basis. We believe that the reserves for potential losses are adequate. As of June 30, 2023, we did not have any significant concentration of credit risk related to financial instruments.

Item 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
NCR 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 Exchange Act)) to provide reasonable assurance 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 provide reasonable assurance that information required to be disclosed by NCR in the reports that it files or submits under the Exchange Act is accumulated and communicated to NCR’s management, including its Chief Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation as of the end of the second quarter of 2023, conducted under their supervision and with the participation of management, the Company’s Chief Executive and Chief Financial Officers have concluded that NCR’s disclosure controls and procedures are effective to meet such objectives and that NCR’s disclosure controls and procedures adequately alert them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in NCR’s Exchange Act filings.

Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1.    LEGAL PROCEEDINGS

The information required by this item is included in Note 10, “Commitments and Contingencies”, of the Notes to Condensed Consolidated Financial Statements in this quarterly report and is incorporated herein by reference.

Item 1A.    RISK FACTORS

The following information supplements the disclosure set forth under Part I, Item IA (“Risk Factors”) of the Company's 2022 Annual Report on Form 10-K (“Form 10-K”). Additional risks and uncertainties not presently known to us or that are currently not believed to be significant to our business may also affect our actual results and could harm our business, financial conditions and results of operations. If any additional risks and uncertainties actually occur, our business, results of operations and financial condition could be materially and adversely affected.

Data protection, cybersecurity and data privacy issues could negatively impact our business. Our products and services, including our cloud and hosted solutions as well as our payments and networking solutions, facilitate financial and other transactions for the customers in the industries we serve. As a result, we collect, use, transmit and store certain of the transaction, cryptocurrency, private keys, and personal data of our customers and end-users. We also have access to transaction and personal data 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 data of our employees and the personnel of our business partners, such as resellers, suppliers and contractors, in the ordinary course of business. While we have programs and measures in place designed to protect and safeguard this data, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, the techniques used to obtain unauthorized access to this data are complex and changing, as are the underlying objectives of the attacker, like targeted business disruption, financial impact, intellectual property theft, political motives, or sophisticated nation-state sponsored and organized cyber-criminal activity, and may be difficult to detect for long periods of time. An attack, disruption, intrusion, denial of service, theft or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, or disclosure of, this data, resulting in claims, costs and reputational harm that could negatively 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, our products, or third-party products used in conjunction with our products or our business. In the course of our business activities, NCR contracts with numerous suppliers, vendors and resellers who may experience a cybersecurity, data protection or privacy issue that could negatively affect our operating results. Even if these potential vulnerabilities do not result in a data breach, their existence can adversely affect marketplace confidence and reputation. To the extent such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are exploited. As the landscape evolves, we may also find it necessary to make significant further investments to protect information and infrastructure.

Like most companies, NCR is regularly the subject of attempted cyberattacks, which may involve personal data. Most attempted cyberattacks are detected and prevented by the Company’s various information technology and data protections, including but not limited to firewalls, intrusion prevention systems, denial of service detection, anomaly based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management (“SIEM”) system, identity management technology, security analytics, multi-factor authentication and encryption. There can be no assurance that our protections will be successful.

On April 13, 2023, NCR determined that a single data center outage impacting certain of its commerce customers was caused by a cyber ransomware incident. Upon such determination, NCR immediately started contacting customers, enacted its cybersecurity protocol and engaged outside experts to contain the incident and begin the recovery process. NCR disclosed this incident publicly on April 17, 2023. We believe this incident is limited to specific functionality in Aloha cloud-based services and Counterpoint. None of NCR's ATM, digital banking, payments, or other retail products are processed at this data center. Affected customers had reduced capabilities on specific Aloha cloud-based and Counterpoint functionality. NCR is conducting concurrent efforts to establish alternative functionality for customers, fully restore impacted data and applications, and to enhance its cyber security protections.

The investigation into this incident includes NCR experts, external forensic cybersecurity experts and federal law enforcement. It is possible that this cyber ransomware incident could result in claims from customers or other legal liability or negative publicity, require costly remediation efforts, or result in payment of damages or other costs to customers or others, any of which could materially and adversely impact our business, financial condition or results of operations. We continue to assess the cybersecurity incident to determine the full extent of the impact from such event on our business, results of operations or financial condition and whether or not those impacts are material. With regard to this incident, factors that could cause actual results to differ materially from those expressed or implied include (i) the ongoing assessment of the incident, (ii) legal, reputational and financial risks resulting from the incident, (iii) the effectiveness of business continuity plans and cybersecurity
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risk management policies during the incident, (iv) the possibility that our investigation will produce materially adverse findings not known to us on the date hereof, (v) that any future, or still undetected, cybersecurity related incident, whether an attack, disruption, intrusion, denial of service, theft or other breach could result in unauthorized access to, or disclosure of, data, resulting in claims, costs and reputational harm that could negatively affect our operating or financial results.

The Company has established relationships with cybersecurity firms and internal cybersecurity experts, which it engages in connection with certain suspected incidents. The costs arising from those engagements, which depending on the incident may include both investigatory and remedial efforts, have not to date been material to the Company. The Company also regularly undergoes evaluation of its protections against incidents, including both self-assessments and expert third-party assessments, and it regularly enhances those protections, both in response to specific threats and as part of the Company’s efforts to stay current with advances in cybersecurity defense. When the Company experiences a confirmed cybersecurity incident, it generally performs root cause analyses and in appropriate instances will implement additional controls based on those analyses. In 2022, Company spending on cybersecurity efforts represented approximately 10% of its overall IT spend. There can be no assurance that the Company or its cybersecurity consultants will be able to prevent or remediate all future incidents or that the cost associated with responding to any such incident will not be significant.

The personal information and other data that we process and store also are subject to data security and data privacy obligations and laws of many jurisdictions, which are growing in complexity and sophistication as data becomes more enriched and technology and the global data protection landscape evolves. These laws may provide a private right of action for individuals alleging a breach of privacy rights, including for example the Illinois Biometric Information Privacy Act (“BIPA”). These laws may also conflict with one another, and many of them are subject to frequent modification and differing interpretations. The laws impose a significant compliance burden and include, for example, the European Union's (“EU”) General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act and the Brazilian General Data Protection Law. Complying with these evolving and varying standards could require significant expense and effort, and could require us to change our business practices or the functionality of our products and services in a manner adverse to our customers and our business. In addition, violations of these laws can result in significant fines, penalties, claims by regulators or other third-party lawsuits alleging significant damages, and damage to our brand and business. The GDPR, for example, includes fines of up to €20 million or up to 4% of the annual global revenues of the infringer for failure to comply, and grants corrective powers to supervisory authorities including the ability to impose a limit on processing of personal data. The laws also cover the transfer of personal, financial and business information, including transfers of employee information between us and our subsidiaries, across international borders. As another example, the Illinois BIPA provides aggrieved plaintiffs the ability to recover $1,000 for each unauthorized scan of biometric data, and $5,000 for each scan found to be in willful disregard of the statute.

Disruptions in our data center hosting and public cloud facilities could adversely affect our business. Our software products are increasingly being offered and provided on a cloud or other hosted basis through data centers operated by the Company or third parties in the United States and other countries. In addition, certain applications 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 to natural disasters, including those exacerbated by the effects of climate change, telecommunications failures and similar events, or to intentional acts of misconduct, such as security incidents (including the ransomware incident announced April 17, 2023) or interference (including by disgruntled employees, former employees or contractors). The occurrence of these events or acts, or any other unanticipated problems, at these facilities could result in damage to or the unavailability of these cloud hosting facilities. Such damage or unavailability could, despite existing disaster recovery and business continuity arrangements, interrupt the availability of our cloud offerings for our customers. We have experienced such interruptions and damage or unavailability which interrupt the availability of applications or data necessary to provide services or conduct critical operations. Interruptions in the availability of our data center or cloud offerings or our ability to service our customers could result in the failure to meet contracted up-time or service levels, which could cause us to issue credits or pay damages or penalties or cause customers to terminate or not renew subscriptions. Interruptions could also expose us to liability claims from customers and others, payment of damages or other amounts, negative publicity and the need to engage in costly remediation efforts, any of which could have a material adverse effect on our business, financial condition or results of operations.


Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 19, 2016, the Board approved a share repurchase program, with no expiration from the date of authorization, for the systematic repurchase of the Company’s common stock to offset the dilutive effects of the Company’s employee stock purchase plan, equity awards and in-kind dividends on the Company’s Series A Convertible Preferred Stock. Availability under this program accrues quarterly based on the average value of dilutive issuances during the quarter.

On March 12, 2017, the Board approved a second share repurchase program, with no expiration from the date of authorization, that provides for the repurchase of up to $300 million of the Company’s common stock. On July 25, 2018, the Board authorized an incremental $200 million of share repurchases under this program.
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As of June 30, 2023, $153 million was available for repurchases under the March 2017 program, and approximately $870 million was available for repurchases under the October 2016 dilution offset program. The timing and amount of repurchases under these programs depend upon market conditions and may be made from time to time in open market purchases, privately negotiated transactions, accelerated stock repurchase programs, issuer self-tender offers 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 three months ended June 30, 2023, approximately 23 thousand shares were purchased at an average price of $23.46 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 the Company’s senior unsecured notes, which prohibit certain share repurchases, including during the occurrence of an event of default, and establish limits on the amount that the Company is permitted to allocate to share repurchases and other restricted payments. The limitations are calculated using formulas based generally 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 ended fiscal quarter, subject to certain other adjustments and deductions, with certain prescribed minimums. These formulas are described in greater detail in the Company’s Senior Secured Credit Facility and the indentures for the Company’s senior unsecured notes, each of which is filed with the SEC.
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    Item 6.     EXHIBITS
Sixth Amendment to the Credit Agreement, dated as of June 30, 2023, by and among NCR Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101The following materials from NCR Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022; (ii) our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2023 and 2022; (iii) our condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022; (iv) our condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022; (v) our condensed consolidated statements of changes in stockholder's equity for the three and six months ended June 30, 2023 and 2022; and (vi) the notes to our condensed consolidated financial statements.
104Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.
* Management contracts or compensatory plans/arrangements.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
NCR CORPORATION
Date:August 2, 2023By: /s/ Timothy C. Oliver
 Timothy C. Oliver
Senior Executive Vice President and Chief Financial Officer
    
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