Item 2.02Results of Operations and Financial Condition.

In this Current Report on Form 8-K, unless otherwise indicated or the context otherwise requires, the "Company," "NCR," "we," "our" and "us" refer to NCR Corporation and its consolidated subsidiaries.





As part of a previously announced private financing transaction, we anticipate
disclosing to prospective investors the following estimated preliminary results
of operations for our first quarter ended March 31, 2020.

Certain Preliminary Financial Results for the First Quarter of 2020





We expect to report for the three months ended March 31, 2020, revenues in the
range of $1,490 million to $1,505 million, segment operating income in the range
of $95 million to $105 million, net income attributable to NCR in the range of
$15 million to $25 million, cash and cash equivalents in the range of $1,190
million to $1,230 million and Adjusted EBITDA in the range of $180 million to
$190 million, as compared to $1,536 million, $147 million, $37 million, $414
million and $218 million, respectively, for the three months ended March 31,
2019. In addition, for the three months ended March 31, 2020, we expect to
report that our top ten customers accounted for a percentage of our revenue
ranging from 10% to 13% and our top 100 customers accounted for a percentage of
our revenue ranging from 35% to 40%. Our results of operations for the first
quarter were driven by factors described in Exhibit 99.1 to this Current Report
on Form 8-K under the heading "Recent Developments-COVID-19," as well as our
shift to recurring revenue, which we discussed in our fourth quarter 2019
earnings release.

We have provided ranges, rather than specific amounts, for the preliminary
results described above primarily because our financial closing procedures for
the three months ended March 31, 2020 are not yet complete and, as a result, we
expect that our final results upon completion of our closing procedures may vary
materially from the preliminary estimates within the ranges as described above.
The estimates were prepared by and are the responsibility of our management,
based upon a number of assumptions, in connection with preparation of our
financial statements and completion of the quarter. Such ranges have not been
audited, reviewed, compiled, or had agreed-upon procedures applied by our
independent registered public accounting firm. Accordingly, our independent
registered public accounting firm does not express an opinion or any other form
of assurance with respect thereto. We plan to report completed financial results
for the three months ended March 31, 2020 on or about May 5, 2020.

Additional items that would require material adjustments to the preliminary
financial information may be identified. Factors that could cause our actual
first quarter results to differ from the ranges presented herein include,
without limitation, completion of the closing process, which includes account
reconciliations, business performance reviews and fluctuation analyses.
Estimates of results are inherently uncertain and subject to change, and we
undertake no obligation to update this information. In addition, the preliminary
results for the three months ended March 31, 2020 are not necessarily indicative
of future performance or any other period, including the results to be achieved
for the remainder of the fiscal year ending December 31, 2020 or any future
period.

--------------------------------------------------------------------------------

Reconciliation of Adjusted EBITDA to Income from Continuing Operations





                             Three Months Ended                  Three Months Ended March 31, 2020
                               March 31, 2019                  Low                              High
                                                          (in millions)
Reconciliation of
Adjusted EBITDA to
Income from continuing
operations:
Income (loss) from
continuing operations
attributable to NCR
common stockholders      $                     37   $                    15           $                    21
Plus: Interest expense
(net)                                          44                        49                                49
Plus: Income tax expense
(benefit)                                       9                         1                                 1
Plus: Depreciation and
amortization                                   79                        85                                85
EBITDA                                        169                       150                               160
Adjustments:
(a) Transformation
charges                                        26                         5                                 5
(b) Stock based
compensation                                   23                        25                                25
Adjusted EBITDA          $                    218   $                   180           $                   190




EBITDA and Adjusted EBITDA as presented above, are supplemental measures of our
performance that are not required by, or presented in accordance with, generally
accepted accounting principles ("GAAP"). They are not measurements of our
financial performance under GAAP and should not be considered as alternatives to
revenues, net income or any other performance measures derived in accordance
with GAAP or as alternatives to cash flow from operating activities as measures
of our liquidity.

While NCR reports its results in accordance with GAAP, it believes certain
non-GAAP financial measures provide additional useful information regarding
NCR's financial results. NCR's management evaluates our results excluding
certain items, such as pension mark-to-market adjustments, to assess our
financial performance and believes this information is useful for investors
because it provides a more complete understanding of NCR's underlying
operational performance, as well as consistency and comparability with NCR's
past reports of financial results. In addition, management uses certain of these
measures to manage and determine effectiveness of its business managers and as a
basis for incentive compensation. NCR management's calculation 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.

EBITDA is defined as income from continuing operations attributable to NCR
common stockholders plus interest expense (net), income tax expense (benefit)
and depreciation and amortization. Adjusted EBITDA is defined as EBITDA as
further adjusted to exclude other adjustments identified in the reconciliation
table above. Additionally, we believe Adjusted EBITDA is frequently used by
securities analysts, investors and other interested parties in the evaluation of
companies in our industry on a consistent basis by excluding items that we do
not believe are indicative of our core operating performance. We also believe
that Adjusted EBITDA provides useful information to investors because it is an
indicator of the strength and performance of the Company's ongoing business
operations, including its ability to fund discretionary spending, such as
capital expenditures, strategic acquisitions and other investments. Adjusted
EBITDA has limitations as an analytical tool, and you should not consider it in
isolation, or as a substitute for analysis of our results as reported in
accordance with GAAP.

The information furnished under Item 2.02 in this Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section and shall not be deemed incorporated by reference in any filing made by
the Company under the Securities Act of 1933, as amended (the "Securities Act"),
or the Exchange Act, except as set forth by specific reference in such filing.



--------------------------------------------------------------------------------

Item 7.01.Regulation FD Disclosure

In connection with a previously announced private financing transaction, we anticipate disclosing to prospective investors certain information that has not been previously publicly reported. This information is attached hereto as Exhibit 99.1 and incorporated by reference herein.



This report shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.

The information furnished under Item 7.01 in this Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to
the liabilities of that section and shall not be deemed incorporated by
reference in any filing made by the Company under the Securities Act or the
Exchange Act, except as set forth by specific reference in such filing. This
report shall not be deemed an admission as to the materiality of any information
in this report that is being disclosed pursuant to Regulation FD.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits:

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





Exhibit No Description
99.1         Certain information with respect to NCR Corporation that has not
           been previously reported to the public.
104        Cover Page Interactive Data File (the cover page XBRL tags are
           embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses