NCR VOYIX CORPORATION This section should be read in conjunction with the audited Consolidated Financial Statements and related Notes included in Item 8 of Part II of this Report. Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See "Forward-Looking Statements" and "Risk Factors" in Item 1A of this Annual Report for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.
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 year 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 consolidated statements of income by comparing the results for the year endedDecember 31, 2020 to the results for the year endedDecember 31, 2019 and by comparing the results for the year endedDecember 31, 2019 to the results for the year endedDecember 31, 2018 .
•Liquidity and capital resources. This section provides an analysis of our cash
flows and a discussion of our contractual obligations at
•Critical accounting policies and estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including critical accounting policies, are summarized in Note 1, "Basis of Presentation and Significant Accounting Policies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. OVERVIEW BUSINESS OVERVIEW NCR is a leading software- and services-led enterprise provider in the financial, retail, hospitality, and telecommunications and technology industries (T&T). NCR is a global company that is headquartered inAtlanta, Georgia . NCR offers a range of solutions that help businesses of all sizes run the store, run the restaurant and run self-service banking channels. Our solutions are also designed to support our transition to an as-a-Service company and enable us to be the technology-based service provider of choice to our customers. We categorize our operations into the following segments: Banking, Retail, Hospitality, and T&T. Each of our segments derives its revenue in each of the sales theaters in which NCR operates. •Banking - We offer solutions to customers in the financial services industry that power their digital transformation through software, services and hardware to deliver differentiated experiences for their customers and improve efficiency for the financial institution. Our managed services and ATM-as-a-Service help banks run their end-to-end ATM channel, positioning NCR as a strategic partner. We augment these solutions by offering a full line of software, services and hardware including interactive teller machines (ITM), and recycling, multi-function and cash dispense ATMs. NCR's digital banking solutions enable anytime-anywhere convenience for a financial institution's consumer and business customers. We also help institutions implement their digital first platform strategy by providing solutions for banking channel services, transaction processing, imaging, and branch services. •Retail - We offer software-defined 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 are designed to improve operational efficiency, selling productivity, customer satisfaction and purchasing decisions; provide secure checkout processes and payment systems; and increase service levels. 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 solutions, and bar-code scanners. 29
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•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 portfolio includes cloud-based software applications for point-of-sale, back office, payment processing, kitchen production, restaurant management and consumer engagement. We also provide hospitality-oriented hardware products such as POS terminals, order and payment kiosks, bar code scanners, printers and peripherals. And finally, we help reduce the complexities of running the restaurant through our services capabilities including strategic advisory, technology deployment and implementation, hardware and software maintenance and managed services. •T&T - We offer maintenance, managed and professional services using solutions such as remote management and monitoring services, which are designed to improve operational efficiency, network availability and end-user experience, to customers in the telecommunications and technology industry. We also provide such services to end users on behalf of select manufacturers leveraging our global service capability, and resell third party networking products to customers in a variety of industries. NCR's reputation is founded upon over 136 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 2020.
•Revenue decreased 10% from the prior year due to COVID-19 and shift to recurring revenue; •Software and services revenue represented 72% of total consolidated revenue •Recurring revenue increased 5% from the prior year and comprised 54% of total consolidated revenue •Completed several transactions that reduced leverage; and •Redeemed notes due in 2022 and 2023 for$1.3 billion and completed new bond offering for 8-yr and 10-yr notes for$1.1 billion , which extended the weighted average debt maturity and reduced interest expense •Completed the redemption of approximately 132,000 shares of the Series A Convertible Preferred Stock •Announced proposed transaction withCardtronics plc .
STRATEGIC INITIATIVES AND TRENDS
In order to provide long-term value to all of our stakeholders, we set complementary business goals and financial strategies. Our business goal is to be a software and services-led company, and to be the leading technology provider of choice that runs stores, banks and restaurants around the world through our NCR-as-a-Service solutions that help banks, stores and restaurants run better, so they have more time to create customer experiences that drive lasting success. Our financial strategy is to transition our revenue mix so that 80 percent of our total revenue is comprised of software and services revenue, 60 percent of our total revenue is comprised of recurring revenue, and our adjusted EBITDA margin rate increases to 20 percent. 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.
Cybersecurity Risk Management
Similar to most companies, NCR and its customers are subject to more frequent and increasingly sophisticated cybersecurity attacks. 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 theSEC , 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. 30
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For further information on potential risks and uncertainties see Item 1A "Risk Factors."
IMPACTS FROM THE COVID-19 PANDEMIC
The impact of COVID-19, including several emerging variants of COVID-19, has grown throughout the world. Governmental authorities have implemented numerous measures attempting to contain and mitigate the effects of COVID-19, including travel bans and restrictions, quarantines, shelter in place orders and shutdowns. We continue to actively monitor the global outbreak and spread of COVID-19 and take steps to mitigate the potential risks to us posed by its spread and related circumstances and impacts. We continue to assess and update our business continuity plan in the context of this pandemic. We have taken precautions to help keep our workforce healthy and safe, including establishing a coronavirus task force inJanuary 2020 , thermal screening procedures at our manufacturing plants and call centers and remote working arrangements for the vast majority of our back-office employees. We expect the pandemic to create headwinds to our customers and our business until COVID-19 is contained, consumer confidence improves and the economic conditions rebound. Although it is difficult to project with certainty how deep and how long the COVID-19 pandemic will last, we do expect it will negatively impact our business into 2021. With respect to our Banking segment, we worked with local governments to make sure that these businesses are designated as essential critical infrastructure businesses. Although we experienced installation delays and lower hardware revenue, we have not experienced any significant impact to our recurring revenue streams. We believe our ATM break-fix services, which represented the largest percentage of Banking segment revenue, has remained strong, although there can be no assurance that such operations will not be impacted in the future with higher costs or labor availability. With respect to our Retail segment, the food, drug and mass merchandising market, which includes grocery stores, drug stores and big box retailers, and which represented the majority of our Retail segment revenue, is currently designated as an essential critical infrastructure business in many jurisdictions. We realigned our resources to support our customers as they have responded to changing consumer demand, particularly with regard to self-checkout and contactless checkout. However, customers in our department and specialty retail market and in our small and medium business market, have encountered significant adverse impacts in connection with COVID-19 as a result of temporary closures of physical stores and reduced consumer spending. With respect to our Hospitality segment, the quick service restaurants, which are large chains and represent the majority of the Hospitality segment revenue, have remained busy with respect to drive-through and pick up services being in demand as many in-restaurant dining options have been limited by social distancing and governmental orders. However, this market has been negatively impacted from lower new stores and less remodeling activity. Table service restaurants, which are sit-down restaurants with more than 50 locations, have experienced negative impacts as a result of governmental and public actions. Although many of these businesses have experienced an increase in online and takeout ordering, this market will continue to be negatively impacted until consumer confidence improves once COVID-19 is contained. Customers in our small and medium business market have experienced significant working capital and adverse cash flow impacts as a result of the COVID-19 pandemic, which, similar to table service restaurants, is expected to continue until COVID-19 is contained and the economy begins to rebound. In order to build a stronger liquidity position, we took steps to improve working capital and addressed certain business impacts with spending cuts. We took several steps to build our cash reserve to improve our financial liquidity and flexibility and provide a cushion to help weather the impacts of the pandemic. These steps included suspending our share repurchase programs, limiting our mergers and acquisition activity, reducing salaries for members of our leadership team and certain salaried employees, reducing our planned capital expenditures, eliminating most contractors, curtailing travel, and freezing merit increases and hiring. Late in the third quarter, we released some of the temporary measures, mainly related to the temporary salary reductions which were replaced with permanent measures focused on organizational improvements, operational changes and strategic product actions. However, the degree to which COVID-19 affects our financial results and operations will depend on future developments, which are highly uncertain and cannot be predicted with certainty, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, including but not limited to, the success and distribution of existing and additional vaccinations, and how quickly and to what extent normal economic and operating conditions can resume. While it is difficult to project how disruptive and protracted the pandemic will be, we do expect it will negatively impact our business into 2021. We expect all of our segment results to be negatively impacted by the COVID-19 pandemic. We expect our hardware revenues to be most impacted while our recurring revenue stream is expected to be more resilient. We continue to 31
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evaluate the long-term impact that COVID-19 may have on our business model, which may result in additional cash and non-cash charges in 2021.
RESULTS OF OPERATIONS
Key Strategic Financial Metrics
The following tables show our key strategic financial metrics for the years
ended
Software and services revenue as a percentage of total revenue
Percentage of Total Revenue Increase (Decrease)
(in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018
Software & Services $ 4,452 $ 4,528 $ 4,372 71.7 % 65.5 % 68.3 % (2) % 4 %
Hardware $ 1,755 $ 2,387 $ 2,033 28.3 % 34.5 % 31.7 % (26) % 17 %
Total Revenue $ 6,207 $ 6,915 $ 6,405 100.0 % 100.0 % 100.0 % (10) % 8 %
Recurring revenue as a percentage of total revenue
Percentage of Total Revenue Increase (Decrease)
(in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018
Recurring revenue (1) $ 3,338 $ 3,182 $ 2,970 53.8 % 46.0 % 46.4 % 5 % 7 %
All other products and
services $ 2,869 $ 3,733 $ 3,435 46.2 % 54.0 % 53.6 % (23) % 9 %
Total Revenue $ 6,207 $ 6,915 $ 6,405 100.0 % 100.0 % 100.0 % (10) % 8 %
(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, and certain professional services arrangements as well as term-based software license arrangements that include customer termination rights.
Net income (loss) from continuing operation and Adjusted EBITDA (2) as a percentage of total revenue
Percentage of Total Revenue Increase (Decrease)
(in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018
Total Revenue $ 6,207 $ 6,915 $ 6,405
Net income (loss) from
continuing operations $ (7) $ 614 $ (36) (0.1) % 8.9 % (0.6) % (101) % n/m
Adjusted EBITDA (1) $ 896 $ 1,058 $ 957 14.4 % 15.3 % 14.9 % (15) % 11 %
n/m = not meaningful
(1) 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
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,
restructuring charges, among others. Refer to the table below for the
reconciliations of net income (loss) from continuing operations (GAAP) to
Adjusted EBITDA (non-GAAP).
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In millions 2020 2019
2018
Net income (loss) from continuing operations (GAAP)
$ (36) Pension mark-to-market adjustments 34 75
(45)
Transformation and restructuring costs 234 58
223
Acquisition-related amortization of intangibles 81 86
85
Acquisition-related (gains) costs (6) 3
6
Long-lived and intangible asset impairment charges - -
183
Internal reorganization and IP transfer - (37)
-
Loss on debt extinguishment 20 - - Interest expense 218 197 168 Interest income (8) (4) (5) Depreciation and amortization 275 232
241
Income taxes (53) (273)
73
Stock-based compensation expense 108 107 64 Adjusted EBITDA (non-GAAP) 896$ 1,058 $ 957 Consolidated Results
The following table shows our results for the years
Percentage of Revenue (1) Increase (Decrease)
(in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018
Product revenue $ 2,005 $ 2,681 $ 2,341 32.3 % 38.8 % 36.5 % (25) % 15 %
Service revenue 4,202 4,234 4,064 67.7 % 61.2 % 63.5 % (1) % 4 %
Total revenue 6,207 6,915 6,405 100.0 % 100.0 % 100.0 % (10) % 8 %
Product gross margin 272 535 353 13.6 % 20.0 % 15.1 % (49) % 52 %
Service gross margin 1,252 1,386 1,322 29.8 % 32.7 % 32.5 % (10) % 5 %
Total gross margin 1,524 1,921 1,675 24.6 % 27.8 % 26.2 % (21) % 15 %
Selling, general and
administrative expenses 1,051 1,051 1,005 16.9 % 15.2 % 15.7 % - % 5 %
Research and development
expenses 234 259 252 3.8 % 3.7 % 3.9 % (10) % 3 %
Asset impairment charges 18 - 227 0.3 % - % 3.5 % 100 % (100) %
Total operating expenses 1,303 1,310 1,484 21.0 % 18.9 % 23.2 % (1) % (12) %
Income from operations $ 221 $ 611 $ 191 3.6 % 8.8 % 3.0 % (64) % 220 %
(1) The percentage of revenue is calculated for each line item divided by total
revenue, except for product gross margin, service gross margin and total gross
margin, which are divided by the related component of revenue.
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Revenue
Percentage of Total Revenue Increase (Decrease)
(in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018
Product revenue $ 2,005 $ 2,681 $ 2,341 32.3 % 38.8 % 36.5 % (25) % 15 %
Service revenue 4,202 4,234 4,064 67.7 % 61.2 % 63.5 % (1) % 4 %
Total revenue $ 6,207 $ 6,915 $ 6,405 100.0 % 100.0 % 100.0 % (10) % 8 %
Product revenue includes our hardware and software license revenue streams. Service revenue includes hardware and software maintenance revenue, implementation services revenue, cloud revenue as well as professional services revenue.
For the year ended
Total revenue decreased 10% in 2020 from 2019. The COVID-19 pandemic had a significant impact to revenue, mainly impacting product revenue. Product revenue declined 25% due to a 29% decline in ATM revenue as well as a 23% decline in SCO and POS revenue. Additionally, product revenue was impacted by the shift from selling perpetual software licenses to recurring revenue that lowered revenue by approximately$100 million . Service revenue declined 1% due to the impact from the COVID-19 pandemic, which was partially offset by an increase in hardware maintenance revenue.
For the year ended
Total revenue increased 8% in 2019 from 2018 due to increases in both product
and service revenue. Product revenue increased 15% due to a 29% increase in ATM
revenue as well as a 7% increase in SCO and POS revenue. Service revenue
increased 4% due to growth in recurring revenue streams, mainly in cloud revenue
and managed services, as well as growth in professional services.
Gross Margin
Percentage of Revenue (1) Increase (Decrease) (in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018 Product gross margin$ 272 $ 535 $ 353 13.6 % 20.0 % 15.1 % (49) % 52 % Service gross margin 1,252 1,386 1,322 29.8 % 32.7 % 32.5 % (10) % 5 % Total gross margin$ 1,524 $ 1,921 $ 1,675 24.6 % 27.8 % 26.2 % (21) % 15 %
(1) The percentage of revenue is calculated for each line item divided by the related component of revenue.
For the year ended
Gross margin as a percentage of revenue was 24.6% in 2020 compared to 27.8% in 2019. Gross margin for the year endedDecember 31, 2020 included$150 million related to transformation and restructuring costs and$22 million related to amortization of acquisition-related intangible assets. Gross margin for the year endedDecember 31, 2019 included$21 million related to transformation and restructuring costs and$24 million related to amortization of acquisition-related intangible assets. Excluding these items, gross margin as a percentage of revenue decreased from 28.4% to 27.3% due to lower revenue impacted by the COVID-19 pandemic as well as from the shift to recurring revenue with lower software license revenue.
For the year ended
Gross margin as a percentage of revenue was 27.8% in 2019 compared to 26.2% in 2018. Gross margin for the year endedDecember 31, 2019 included$21 million related to transformation and restructuring costs and$24 million related to amortization of acquisition-related intangible assets. Gross margin for the year endedDecember 31, 2018 included$102 million related to transformation and restructuring costs and$23 million related to amortization of acquisition-related intangible assets. Excluding these items, gross margin as a percentage of revenue increased from 28.1% to 28.4% due to growth in the Banking and Retail segments primarily driven by improved hardware profitability partially offset by declines in the Hospitality segment.
Selling, General and Administrative Expenses
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Percentage of Total Revenue Increase (Decrease)
(in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018
Selling, general and
administrative expenses $ 1,051 $ 1,051 $ 1,005 16.9 % 15.2 % 15.7 % - % 5 %
For the year ended
Selling, general, and administrative expenses were$1,051 million in 2020 flat with 2019. As a percentage of revenue, selling, general and administrative expenses were 16.9% in 2020 and 15.2% in 2019. In 2020, selling, general and administrative expenses included$48 million of transformation costs,$59 million of acquisition-related amortization of intangibles and$1 million of acquisition-related costs. In 2019, selling, general and administrative expenses included$31 million of transformation and restructuring costs,$62 million of acquisition-related amortization of intangibles and$3 million of acquisition-related costs. Excluding these items, selling, general and administrative expenses increased as a percentage of revenue from 13.8% in 2019 to 15.2% in 2020 primarily due to the decline in revenue. Early in the year, the Company took actions to address the business impacts from the COVID-19 pandemic, including among others, salary reductions, elimination of certain contractors and curtailing travel, which, after excluding the items noted above, reduced selling, general and administrative expenses in 2020.
For the year ended
Selling, general, and administrative expenses were$1,051 million in 2019, up from$1,005 million in 2018. As a percentage of revenue, these expenses were 15.2% in 2019 and 15.7% in 2018. In 2019, selling, general, and administrative expenses included$31 million of transformation and restructuring costs,$62 million of acquisition-related amortization of intangibles and$3 million of acquisition-related costs. In 2018, selling, general, and administrative expenses included$67 million of transformation and restructuring costs,$62 million of amortization of acquisition-related intangible assets and$6 million of acquisition-related costs. Excluding these items, selling, general and administrative expenses increased as a percentage of revenue from 13.6% in 2018 to 13.8% in 2019 due to increases in employee-related and real estate expenses.
Research and Development Expenses
Percentage of Total Revenue Increase(Decrease)
(in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018 Research and development expenses$ 234 $ 259 $ 252 3.8 % 3.7 % 3.9 % (10) % 3 %
For the year ended
Research and development expenses were$234 million in 2020, down from$259 million in 2019. As a percentage of revenue, these costs were 3.8% in 2020 and 3.7% in 2019. In 2020, research and development expenses included$11 million of costs related to our transformation and restructuring costs. In 2019, research and development expenses included$6 million of transformation and restructuring costs. After considering this item, research and development expenses decreased slightly as a percentage of revenue from 3.7% in 2019 to 3.6% in 2020 due to the initiatives implemented earlier in the year to address the business impacts from the COVID-19 pandemic, including among others, salary reductions, elimination of certain contractors and curtailing travel as well as increased investment in our strategic growth platforms.
For the year ended
Research and development expenses were$259 million in 2019, up from$252 million in 2018. As a percentage of revenue, these costs were 3.7% in 2019 and 3.9% in 2018. In 2019, research and development expenses included$6 million of transformation and restructuring costs. In 2018, research and development expenses included$10 million of transformation costs. After considering this item, research and development expenses decreased slightly as a percentage of revenue from 3.8% in 2018 to 3.7% in 2019 due to increased discipline for investments in our strategic growth platforms.
Asset Impairment Charges
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Increase (Decrease)
(in millions) 2020 2019 2018 2020 v 2019 2019 v 2018
Asset impairment charges $ 18 $ - $ 227 100 % (100) %
In 2020, asset impairment charges were $18 million for the write-off of certain
internal use software capitalization projects that were no longer considered
strategic and as a result, the projects have been abandoned.
In 2018, asset impairment charges were $227 million which included a $146
million impairment of goodwill under our previous segment structure, which was
assigned to the Hardware reporting unit and a $37 million impairment charge
related to long-lived assets held and used in our Hardware operations. Refer
to Note 2, "Goodwill and Purchased Intangible Assets" of the Notes to
Consolidated Financial Statements included in Item 8 of Part II of this Report
for additional discussion. Additionally, in 2018, we recorded $44 million for
the write-off of certain internal and external use software capitalization
projects that were no longer considered strategic based on review by the new
management team and as a result, the projects have been abandoned.
Loss on Extinguishment of Debt
Increase (Decrease)
(in millions) 2020 2019 2018 2020 v 2019 2019 v 2018
Loss on extinguishment of debt $ 20 $ - $ - 100 % - %
Loss on extinguishment of debt was $20 million in 2020 related to the early
extinguishment of the $600 million aggregate principal amount of 5.00% senior
unsecured notes due in 2022 and the $700 million aggregate principal amount of
6.375% senior unsecured notes due in 2023. The loss included the write-off of
deferred financing fees of $5 million and a cash redemption premium of $15
million .
Interest Expense
Increase (Decrease)
(in millions) 2020 2019 2018 2020 v 2019 2019 v 2018
Interest expense $ 218 $ 197 $ 168 11 % 17 %
Interest expense was $218 million in 2020 compared to $197 million in 2019 and
$168 million in 2018. Interest expense in all years was primarily related to the
Company's senior unsecured notes and borrowings under the Company's senior
secured credit facility. Early in 2020, the Company took steps to build our cash
position by fully drawing the revolving credit facility and issuing $400 million
senior unsecured notes as a precautionary measure given the uncertainty of the
COVID-19 pandemic. As a result, the higher average outstanding principal
balances during 2020 as well as higher average interest rates on the Company's
senior unsecured notes increased interest expense in 2020 compared to 2019.
Other Income (Expense), net
Other income (expense), net was expense of$42 million in 2020, expense of$73 million in 2019 and income of$16 million in 2018, with the components reflected in the following table: In millions 2020 2019 2018 Interest income$ 8 $ 5 $ 5
Foreign currency fluctuations and foreign exchange contracts (14)
(23) (26) Bank-related fees (5) (7) (8) Employee benefit plans (31) (82) 45 Gain on entity liquidations -
37 -
Impairment of an equity investment (7)
- -
Bargain purchase gain on acquisition 7
- -
Other, net -
(3) -
Other income (expense), net$ (42)
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Employee benefit plans within other income (expense) net includes the components of pension, postemployment and postretirement expense, other than service cost. This includes actuarial gains and losses from the annual pension mark-to-market adjustment. In 2020, there were actuarial losses of$34 million compared to actuarial losses of$75 million in 2019 and actuarial gains of$45 million in 2018. Actuarial losses in 2020 and 2019 were primarily due to a decrease in the discount rates. Actuarial gains in 2018 were due to an increase in discount rates as well as a favorable impact from a mortality update in theUnited Kingdom . Income Taxes Increase (Decrease) (in millions) 2020 2019 2018 2020 v 2019 2019 v 2018 Income tax expense (benefit)$ (53) $ (273) $ 73
(81) % (474) %
Our effective tax rate was 90% in 2020, (80)% in 2019, and 187% in 2018. During 2020, our tax rate was impacted by a$48 million benefit for the release of a valuation allowance againstU.S. foreign tax credits and the re-establishment of expected foreign tax credit offsets to unrecognized tax benefits. During 2019, our tax rate was impacted by the transfer of certain intangible assets among our wholly-owned subsidiaries, creating a net tax benefit of$264 million . The tax rate was also impacted by foreign valuation allowance releases of$74 million . During 2018, our tax rate was impacted by lower income before tax as well as a$37 million expense related to the impact of the Tax Cuts and Jobs Act of 2017. In the first quarter of 2020, the Company identified and recorded income tax benefits of$5 million related to an error in the calculation of the permanent differences on executive stock compensation and the write-off of income tax payables incorrectly recorded in prior periods. In the fourth quarter of 2020, the Company identified and recorded income tax expense to correct for errors which originated in prior periods totaling$10 million , which included$6 million related to an error in the calculation of the provision for unrecognized tax benefits. The Company corrected for these immaterial errors as out of period adjustments in the period identified which resulted in a net$5 million out of period adjustment for the year endedDecember 31, 2020 . While we are subject to numerous federal, state and foreign tax audits, 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 future periods. During 2021, the Company expects to resolve certain tax matters related toU.S. and foreign jurisdictions. These resolutions could have a material impact on the effective tax rate in 2021. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income/loss, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies.
Loss from Discontinued Operations, net of tax
Increase (Decrease)
(in millions) 2020 2019 2018 2020 v 2019 2019 v 2018
Income (loss) from discontinued operations,
net of tax $ (72) $ (50) $ (52) 44 % (4) %
In 2020, the loss from discontinued operations was
In 2019, the loss from discontinued operations was
In 2018, the loss from discontinued operations was
Revenue and Operating Income by Segment
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The Company manages and reports its businesses in the following segments: Banking, Retail, Hospitality and T&T. Each of these segments derives its revenue by selling in the sales theaters in which NCR operates. Segments are measured for profitability by the Company's chief operating decision maker based on revenue and segment operating income. For purposes of discussing our operating results by segment, we exclude the impact of certain non-operational items from segment operating income, consistent with the manner by which management reviews each segment, evaluates performance, and reports our segment results under GAAP. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by NCR management to make decisions regarding the segments and to assess our financial performance. The following table shows our segment revenue and operating income for the yearsDecember 31 , the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year. Percentage of Revenue (1) Increase (Decrease) (in millions) 2020 2019 2018 2020 2019 2018 2020 v 2019 2019 v 2018 Revenue Banking$ 3,098 $ 3,512 $ 3,183 49.9 % 50.8 % 49.7 % (12) % 10 % Retail 2,080 2,217 2,097 33.5 % 32.0 % 32.7 % (6) % 6 % Hospitality 684 843 817 11.0 % 12.2 % 12.8 % (19) % 3 % T&T 345 343 308 5.6 % 5.0 % 4.8 % 1 % 11 % Total Revenue$ 6,207 $ 6,915 $ 6,405 100.0 % 100.0 % 100.0 % (10) % 8 % Segment operating income Banking$ 381 $ 514 $ 412 12.3 % 14.6 % 12.9 % (26) % 25 % Retail 116 144 142 5.6 % 6.5 % 6.8 % (19) % 1 % Hospitality 7 56 85 1.0 % 6.6 % 10.4 % (88) % (34) % T&T 26 44 49 7.5 % 12.8 % 15.9 % (41) % (10) %
Segment operating income
8.5 % 11.0 % 10.7 % (30) % 10 % Other adjustments (2) 309 147 497 Income (loss) from operations$ 221 $ 611 $ 191 (1) For segment revenue, the percentage of revenue is calculated for each line item divided by total revenue. For segment operating income, the percentage of revenue is calculated for each line item divided by the related segment revenue amount. (2) The following table presents the other adjustments for NCR for the years endedDecember 31 : In millions 2020 2019
2018
Transformation and restructuring costs$ 227 $ 58 $ 223 Acquisition-related amortization of intangibles 81 86 85 Acquisition-related costs 1 3 6 Asset impairment charges - - 183 Total other adjustments$ 309 $ 147 $ 497 Segment Revenue
For the year ended
Banking revenue decreased 12% due the COVID-19 pandemic driven by a 29% decline in ATM hardware revenue as well as the shift from selling perpetual software licenses to recurring revenue which lowered revenue by approximately$74 million . Recurring revenue increased 6% driven by the increase in term-based software licenses, cloud revenue and maintenance services. Retail revenue decreased 6% driven by a decrease in SCO and POS hardware revenue as well as the shift from selling perpetual software licenses to recurring revenue which lowered revenue by approximately$10 million . Recurring revenue increased 8% driven by the increase in professional and maintenance services. 38
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Hospitality revenue decreased 19% due to the impact from the COVID-19 pandemic driven by a decrease in POS hardware revenue as well as the shift from selling perpetual software licenses to recurring revenue which lowered revenue by approximately$16 million . Recurring revenue decreased 3% driven by the decrease in cloud revenue due to the impact from the COVID-19 pandemic.
T&T revenue increased 1% in 2020 compared to 2019 driven by an increase in services revenue.
For the year ended
Banking revenue increased 10% due to a 29% increase in ATM revenue driven by higher backlog conversion and higher ATM-related software as well as growth in services revenue. Retail revenue increased 6% driven by an increase in payments, strength in SCO and services revenue. Hospitality revenue increased 3% driven by higher cloud, payments, and POS revenue. T&T revenue increased 11% driven by an increase in services revenue. Segment Operating Income
For the year ended
Banking, Retail and Hospitality operating income decreased in 2020 compared to 2019 primarily driven by lower hardware revenue partially offset by cost saving initiatives implemented in 2020. T&T operating income decreased in 2020 compared to 2019 driven by unfavorable mix of revenue.
For the year ended
Banking operating income increased in 2019 compared to 2018 primarily driven by higher volume and a favorable mix of revenue with improved hardware profitability. Retail operating income slightly increased in 2019 compared to 2018 primarily due to higher software and services revenue and improved hardware profitability. Hospitality operating income decreased in 2019 compared to 2018 driven by several large installations in the prior year, an unfavorable mix of revenue as well as increased investment in product support and payments. T&T operating income decreased in 2019 compared to 2018 driven by an unfavorable mix of revenue partially offset by the increase in revenue.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
In the year endedDecember 31, 2020 , cash provided by operating activities was$641 million and in the year endedDecember 31, 2019 cash provided by operating activities was$634 million . The increase was due working capital improvements partially offset by lower earnings. NCR's management uses a non-GAAP measure called "free cash flow" to assess the financial performance of the Company. We define free cash flow as net cash provided by (used in) operating activities and cash provided by (used in) discontinued operations, less capital expenditures for property, plant and equipment, less additions to capitalized software plus discretionary pension contributions and settlements (if any). Free cash flow does not have a uniform definition under GAAP, and therefore NCR's definition of this measure may differ from that of other companies. We believe free cash flow 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 and to improve business operations. In particular, free cash flow indicates the amount of cash available after capital expenditures for, among other things, investments in the Company's existing businesses, strategic acquisitions and investments, repurchase of NCR stock and repayment of debt obligations. Free cash flow 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. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP. The table below reconciles net cash provided by (used in) operating activities, the most directly comparable GAAP measure, to NCR's non-GAAP measure of free cash flow for the years endedDecember 31 : 39
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In millions 2020 2019 2018
Net cash provided by operating activities $641 Capital expenditures for property, plant and equipment (31) (91) (143)
Additions to capitalized software (232) (238) (170)
Net cash used in discontinued operations - (24) (36)
Discretionary pension contribution 70 - -
Free cash flow (non-GAAP) $448 During the year endedDecember 31, 2020 , the Company revised its previously issued 2019 Statement of Cash Flows to correct for an error. The accompanying liquidity and capital resources reflects the impact of such revision. See Note 15, "Revisions of Previously Issued Financial Statements" of the Notes to the Consolidated Financial Statements in Item 8 of Part II of this Report. In 2020, net cash provided by operating activities increased$7 million , and net cash used in discontinued operations decreased$24 million , which contributed to a net increase in free cash flow of$167 million in comparison to 2019. Additionally, capital expenditures for property, plant and equipment decreased$60 million primarily due to the initiatives implemented earlier in the year to address the business impacts from the COVID-19 pandemic. Additions to capitalized software decreased slightly$6 million as the Company continued to focus on investment in our strategic growth platforms. The net cash used in discontinued operations in 2020 decreased$24 million in comparison to 2019 primarily due to decreased remediation spend associated with theFox River environmental matter in 2020. In 2019, net cash provided by operating activities increased$62 million , and net cash used in discontinued operations decreased$12 million , which contributed to a net increase in free cash flow of$58 million in comparison to 2018. Additionally, capital expenditures for property, plant and equipment decreased$52 million primarily due to expenditures related to the new global headquarters inAtlanta, Georgia . Additions to capitalized software increased$68 million due to continued investment in software solution enhancements. The net cash used in discontinued operations in 2019 decreased$12 million in comparison to 2018 primarily due to increased remediation spend associated with theFox River environmental matter in 2019. Financing activities and certain other investing activities are not included in our calculation of free cash flow. Our other investing activities primarily include business acquisitions, and investments as well as proceeds from the sales of property, plant and equipment. During the year endedDecember 31, 2020 , the payments for business combinations was$25 million , mainly for the remaining consideration paid related to the acquisition ofZynstra Ltd. completed in 2019. Our financing activities include borrowings and repayments of credit facilities and notes. During the year endedDecember 31, 2020 , we issued new senior unsecured notes for an aggregate principal amount of$1.5 billion and we paid$21 million of deferred financing fees related to these transactions. Additionally, in the year endedDecember 31, 2020 , we redeemed the$600 million aggregate principal amount of 5.000% senior unsecured notes due in 2022 and$700 million aggregate principal amount of 6.375% senior unsecured notes due in 2023. As a part of our debt extinguishment, we recognized a loss of$20 million , which includes the write-off of deferred financing fees of$5 million and a cash redemption premium of$15 million . During the year endedDecember 31, 2019 , we amended and restated our senior secured credit facility which resulted in the repayment of the term loan under the prior facility of$759 million and proceeds from the term loan under the new facility of$750 million . Additionally, during the year endedDecember 31, 2019 , we issued new senior unsecured notes for an aggregate principal amount of$1 billion and redeemed in full the$500 million aggregate principal amount of 4.625% senior unsecured notes and the$400 million aggregate principal amount of 5.875% senior unsecured notes. In the year endedDecember 31, 2019 , we paid$32 million of debt issuance fees related to these transactions. Financing activities during the year endedDecember 31, 2020 also included the redemption of the outstanding Series A Convertible Preferred Stock owned by two affiliated shareholders for a total cash consideration of$144 million , the repurchase of our common stock for$41 million , dividends paid on the Series A preferred stock of$9 million , proceeds from stock employee plans of$17 million as well as tax withholding payments on behalf of employees for stock based awards that vested of$28 million . Financing activities during the year endedDecember 31, 2019 also included the redemption of the outstanding Series A Convertible Preferred Stock owned byBlackstone for$302 million , the repurchase of our common stock for a total of$96 million , proceeds from stock employee plans of$16 million and tax withholding payments on behalf of employees for stock based awards that vested of$29 million . Long Term Borrowings OnAugust 28, 2019 , the Company entered into an amended and restated senior secured credit facility and refinanced the long term facility and revolving credit facility thereunder. The senior secured credit facility consisted of a term loan 40
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facility with an aggregate principal commitment of$750 million , of which$741 million was outstanding as ofDecember 31, 2020 . Additionally, the senior secured credit facility provides for a five-year revolving credit facility with an aggregate principal amount of$1.1 billion , of which$75 million was outstanding as ofDecember 31, 2020 . Loans under the revolving credit facility are available inU.S. Dollars, Euros and Pound Sterling. The revolving credit facility also allows a portion of the availability to be used for letters of credit, and as ofDecember 31, 2020 , outstanding letters of credit were$26 million . As ofDecember 31, 2020 , we had outstanding$400 million in aggregate principal balance of 8.125% senior unsecured notes due in 2025,$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. Our revolving trade receivables securitization facility provides the Company with up to$300 million in funding based on the availability of eligible receivables and other customary factors and conditions. As ofDecember 31, 2020 , the Company had no balance outstanding under the facility. See Note 5, "Debt Obligations" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on the senior secured credit facility (including certain amendments to such facility), the senior unsecured notes, the trade receivables securitization facility and our expected financing activities in connection with the proposed Cardtronics transaction. Employee Benefit Plans We expect to make pension, postemployment and postretirement plan contributions of approximately$66 million in 2021. See Note 8, "Employee Benefit Plans" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussion on our pension, postemployment and postretirement plans. Transformation and Restructuring Initiatives In the fourth quarter of 2020, as we continue to advance the Company's strategic initiatives, we implemented certain changes to drive sustained organizational efficiencies. As a result, we incurred pre-tax charges of$202 million of which approximately$155 million were non-cash charges related to excess inventory and software impairment charges. We also incurred approximately$47 million in cash charges that are expected to drive$150 million of savings in 2021. We continue to evaluate the long-term impact that the COVID-19 pandemic may have on our business model, which may result in additional cash and non-cash charges in 2021. Series A Convertible Preferred Stock In 2015, NCR issued 820,000 shares of Series A Convertible Preferred Stock. As ofDecember 31, 2020 , there were approximately 300,000 shares that remained issued and outstanding. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, which was payable quarterly in arrears and payable in-kind for the first sixteen dividend payments, after which, beginning in the first quarter of 2020, are payable in cash or in-kind at the option of the Company. The holders also have certain redemption rights or put rights, including the right to require us to repurchase all or any portion of the Series A Convertible Preferred Stock on any date during the three months commencing on and immediately followingMarch 16, 2024 and the three months commencing on and immediately following every third anniversary of such date, at 100% of the liquidation preference plus all accrued but unpaid dividends. Additionally, 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 ofDecember 31, 2020 , 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 which would represent approximately 7% of our outstanding common stock as ofDecember 31, 2020 including the preferred shares on an as-converted basis. Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by the Company's foreign subsidiaries were$329 million and$475 million atDecember 31, 2020 and 2019, respectively. As a result of the Tax Cuts and Jobs Act of 2017, including the repatriation tax, in general we will not be subject to additionalU.S. taxes if cash and cash equivalents and short-term investments held outside theU.S. are distributed to theU.S. in the form of dividends or otherwise. However, we may be subject to foreign withholding taxes, which could be significant. Summary As ofDecember 31, 2020 , our cash and cash equivalents totaled$338 million and our total debt was$3.32 billion . Our borrowing capacity under our senior secured credit facility was$999 million atDecember 31, 2020 . Our ability to generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of this Report. If we are unable to generate sufficient 41
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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 transformation initiatives, and our operating requirements for the next twelve months. Contractual Obligations In the normal course of business, we enter into various contractual obligations that impact, or could impact, the liquidity of our operations. The following table and discussion outlines our material obligations as ofDecember 31, 2020 on an undiscounted basis, with projected cash payments in the years shown: Total 2026 & In millions Amounts 2021
2022-2023 2024-2025 Thereafter All Other Debt obligations
$ 3,318 $ 8 $ 16 $ 491 $ 2,803 $ - Interest on debt obligations 1,200 176 338 313 373 - Estimated environmental liability payments 191 91 59 30 11 - Lease obligations 667 131 166 93 277 - Purchase obligations 1,123 1,074 32 17 - - Uncertain tax positions 102 - - - - 102 Total obligations$ 6,601 $ 1,480 $ 611 $ 944 $ 3,464 $ 102 For purposes of this table, we used interest rates as ofDecember 31, 2020 to estimate the future interest on debt obligations outstanding as ofDecember 31, 2020 and have assumed no voluntary prepayments of existing debt. See Note 5, "Debt Obligations" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional disclosure related to our debt obligations and the related interest rate terms.
The estimated environmental liability payments included in the table of
contractual obligations shown above are related to the
Our lease obligations are primarily for future rental amounts for our world headquarters inAtlanta, Georgia , as well as for certain sales and manufacturing facilities in various domestic and international locations and leases related to equipment and vehicles. Purchase obligations represent committed purchase orders and other contractual commitments for goods or services. The purchase obligation amounts were determined through information in our procurement systems and payment schedules for significant contracts. Included in the amounts are committed payments in relation to the long-term service agreement with Accenture under which NCR's transaction processing activities and functions are performed. We have a$102 million liability related to our uncertain tax positions. Due to the nature of the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities. For additional information, refer to Note 6, "Income Taxes" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report. OurU.S. and international employee benefit plans, which are described in Note 8, "Employee Benefit Plans" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report, could require significant future cash payments. In 2020, we made a discretionary contribution of$70 million to ourU.S. pension plan. As a result, we do not expect mandatory contributions until 2023 based on current funding requirements and assuming the Company does not complete any further actions, including, but not limited to, a further pre-fund or de-risking action. The funded status of NCR'sU.S. pension plan is an underfunded position of$539 million as ofDecember 31, 2020 compared to an underfunded position of$577 million as ofDecember 31, 2019 . Our international retirement plans were in an underfunded position of$128 million as ofDecember 31, 2020 , as compared to an underfunded position of$116 million as ofDecember 31, 2019 . The increase in our underfunded position is primarily attributable to a decrease in discount rates. Contributions to international pension plans are expected to be approximately$25 million in 2021. 42
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We also have product warranties that may affect future cash flows. These items are not included in the table of obligations shown above, but are described in detail in Note 9, "Commitments and Contingencies" of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report. Our senior secured credit facility and the indentures for our senior unsecured notes include affirmative and negative covenants that restrict or limit our ability to, among other things, incur indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to our business activities; make investments; sell or otherwise dispose of assets; engage in sale-leaseback or hedging transactions; pay dividends or make similar distributions; repay other indebtedness; engage in certain affiliate transactions; or enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments. Our senior secured credit facility also includes financial covenants that require us to maintain: •a consolidated leverage ratio on the last day of any fiscal quarter, not to exceed (i) in the case of any fiscal quarter ending on or prior toMarch 31, 2021 , (a) the sum of 4.50 and an amount (not to exceed 0.50) to reflect debt used to reduce NCR's unfunded pension liabilities to (b) 1.00, and (ii) in the case of any fiscal quarter ending afterMarch 31, 2021 and on or prior toMarch 31, 2023 , (a) the sum of 4.25 and an amount (not to exceed 0.50) to reflect debt used to reduce NCR's unfunded pension liabilities to (b) 1.00; and (iii) in the case of any fiscal quarter ending afterMarch 31, 2023 , (a) the sum of 4.00 and an amount (not to exceed 0.50) to reflect debt used to reduce our unfunded pension liabilities to (b) 1.00. The Company has the option to elect to increase the maximum permitted leverage ratio by 0.25 in connection with the consummation of any material acquisition (as defined in the senior secured credit facility) for four fiscal quarters, but in no event will the maximum permitted leverage ratio, inclusive of all increases, exceed 4.75 to 1.00. AtDecember 31, 2020 , the maximum consolidated leverage ratio under the Senior Secured Credit Facility was 4.60 to 1.00. Off-Balance Sheet Arrangements We have no significant contractual obligations not fully recorded on our Consolidated Balance Sheets or fully disclosed in the notes to our consolidated financial statements. We have no material off-balance sheet arrangements as defined by SEC Regulation S-K Item 303(a)(4)(ii).
See Note 9, "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information on guarantees associated with our business activities.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, we are required to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosure of contingent liabilities. These assumptions, estimates and judgments are based on historical experience and are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our critical accounting policies are those that require assumptions to be made about matters that are highly uncertain. Different estimates could have a material impact on our financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions or circumstances. Our management continually reviews these assumptions, estimates and judgments to ensure that our financial statements are presented fairly and are materially correct. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require significant management judgment in its application. There are also areas in which management's judgment in selecting among available alternatives would not produce a materially different result. The significant accounting policies and estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the paragraphs below. Our senior management has reviewed these critical accounting policies and related disclosures with our independent registered public accounting firm and the Audit Committee of our Board of Directors. See Note 1, "Basis of Presentation and Significant Accounting Policies" of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, which contains additional information regarding our accounting policies and other disclosures required by GAAP. Revenue RecognitionThe Company records revenue when, or as, performance obligations are satisfied by transferring control of a promised good or service to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for products and services. The Company evaluates the transfer of control primarily from the customer's perspective where the customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The Company does not adjust the transaction price for taxes collected from customers, as those amounts are netted against amounts remitted to government authorities. 43
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NCR frequently enters contracts that include multiple distinct performance
obligations, including hardware, software, professional consulting services,
installation services and maintenance support services. A promise to a customer
is considered distinct when the product or service is both capable of being
distinct, and distinct in the context of the contract. For these arrangements,
the Company allocates the transaction price, at contract inception, to each
distinct performance obligation on a relative standalone selling price basis.
The primary method used to estimate standalone selling price is the price that
the Company charges for that good or service when the Company sells it
separately in similar circumstances to similar customers.
For hardware products, control is generally transferred when the customer has
the ability to direct the use of and obtain substantially all of the remaining
benefits of the products, which generally coincides with when the customer has
assumed title and risk of loss of the goods sold. In certain instances, customer
acceptance is required prior to the passage of title and risk of loss of the
delivered products. In such cases, revenue is not recognized until the customer
acceptance is obtained. Delivery, acceptance, and transfer of title and risk of
loss generally occur in the same reporting period. NCR's customers may request
that delivery and passage of title and risk of loss occur on a bill and hold
basis. Hardware products may also be provided as a service when included in a
package sold with software and services. In these instances, revenue is
recognized in accordance with the lease accounting standard and depending on the
terms and conditions included in the contract may be either sales-type leases or
operating leases. Revenue from hardware sales-type leases is recognized at the
beginning of the lease term and revenue from operating leases is recognized on a
straight-line basis over the term of the contract.
Software products may be sold as perpetual licenses, term-based licenses,
cloud-enabled and software as a service (SaaS). Perpetual license revenue is
recognized at a point in time when control transfers to the customer and
reported within product revenue. Control is typically transferred when the
customer takes possession of, or has access to, the software. Term-based license
revenue is recognized at a point in time upon the commencement of the committed
term of the contract, concurrent with the possession of the license, and
reported within product revenue. The committed term of the contract is typically
one month to one year due to customer termination rights. If the amount of
consideration the Company expects to be paid in exchange for the licenses
depends on customer usage, revenue is recognized when the usage occurs.
Software as a service primarily consists of fees to provide our customers access
to our platform and cloud-based applications for a specified contract term.
Revenue from SaaS contracts is recognized as variable consideration directly
allocated based on customer usage or on a ratable basis over the contract term
beginning on the date that our service is made available to the customer. SaaS
is reported as part of our services revenue.
The Company sells some product solutions that include a combination of
cloud-enabled and on-premise term-based software licenses for a specified
contract term. Significant judgment is required to determine if the products and
services represent distinct promises to the customer or if they should be
combined into one performance obligation. When they are combined into one
performance obligation, revenue is recognized ratably over the contract term for
which the service is provided.
In addition to SaaS, our services revenue includes professional consulting,
installation and maintenance support. Professional consulting primarily consists
of software implementation, integration, customization and optimization
services. Revenue from professional consulting contracts is recognized when the
services are completed or customer acceptance of the service is received, if
required. For installation and maintenance, control is transferred as the
services are provided or ratably over the service period, or, if applicable,
after customer acceptance of the service. We apply the 'as invoiced' practical
expedient, for performance obligations satisfied over time, if the amount we may
invoice corresponds directly with the value to the customer of the
Company's performance to date. This expedient permits us to recognize revenue in
the amount we invoice the customer.
The nature of our arrangements gives rise to several types of variable
consideration including service level agreement credits, stock rotation rights,
trade-in credits and volume-based rebates. At contract inception, we include
this variable consideration in our transaction price when there is a basis to
reasonably estimate the amount of the fee and it is probable there will not be a
significant reversal. These estimates are generally made using the expected
value method and a portfolio approach, based on historical experience,
anticipated performance and our best judgment at the time. These estimates are
reassessed at each reporting date. Because of our confidence in estimating these
amounts, they are included in the transaction price of our contracts and the
associated remaining performance obligations.
We account for shipping and handling activities related to contracts with
customers as costs to fulfill our promise to transfer the associated products,
rather than as a separate performance obligation. Accordingly, we record amounts
billed for shipping and handling costs as a component of net product sales, and
classify such costs as a component of cost of products.
Allowance for Credit Losses on Accounts Receivable Allowances for credit losses
on accounts receivable are recognized when reasonable and supportable forecasts
affect the expected collectability. This requires us to make our best estimate
of the current expected losses inherent in our accounts receivable at each
balance sheet date. These estimates require consideration of historical loss
experience, adjusted for current conditions, forward looking indicators, trends
in customer payment frequency and judgments
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about the probable effects of relevant observable data, including present and future economic conditions and the financial health of specific customers and market sectors. This policy is applied consistently among all of our operating segments. Given our experience, the reserves for potential losses are considered adequate, but if one or more of our larger customers were to default on its obligations, we could be exposed to potentially significant losses in excess of the provisions established. We continually evaluate our reserves for doubtful accounts and economic deterioration could lead to the need to increase our allowances. Inventory Valuation Inventories are stated at the lower of cost or net realizable value, using the average cost method. Each quarter, we reassess raw materials, work-in-process, parts and finished equipment inventory costs to identify purchase or usage variances from standards, and valuation adjustments are made. Additionally, to properly provide for potential exposure due to slow-moving, excess, obsolete or unusable inventory, inventory values are reduced based on forecasted usage, orders, technological obsolescence and inventory aging. These factors are impacted by market conditions, technology changes and changes in strategic direction, and require estimates and management judgment that may include elements that are uncertain. On a quarterly basis, we review the current net realizable value of inventory and adjust for any inventory exposure due to age or excess of cost over net realizable value. We have inventory in more than 40 countries around the world. We purchase inventory from third party suppliers and manufacture inventory at our plants. This inventory is transferred to our distribution and sales organizations at cost plus a mark-up. This mark-up is referred to as inter-company profit. Each quarter, we review our inventory levels and analyze our inter-company profit to determine the correct amount of inter-company profit to eliminate. Key assumptions are made to estimate product gross margins, the product mix of existing inventory balances and current period shipments. Over time, we refine these estimates as facts and circumstances change. If our estimates require refinement, our results could be impacted. The policies described are applied consistently across all of our operating segments. GoodwillGoodwill is tested at the reporting unit level for impairment on an annual basis during the fourth quarter or more frequently if certain events occur indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a decline in expected cash flows, a significant adverse change in legal factors or in the business climate, a decision to sell a business, unanticipated competition, or slower growth rates, among others. In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (DCF) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth, operating income margin and discount rate. Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategic operating plans. The market approach is performed using the Guideline Public Companies (GPC) method which is based on earnings multiple data. We perform a reconciliation between our market capitalization and our estimate of the aggregate fair value of the reporting units, including consideration of a control premium. Valuation of Long-lived Assets and Amortizable Other Intangible Assets We perform impairment tests for our long-lived assets if an event or circumstance indicates that the carrying amount of our long-lived assets may not be recoverable. In response to changes in industry and market conditions, we may also strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses. Such activities could result in impairment of our long-lived assets or other intangible assets. We also are subject to the possibility of impairment of long-lived assets arising in the ordinary course of business. We consider the likelihood of impairment if certain events occur indicating that the carrying value of the long-lived assets may be impaired and we may recognize impairment if the carrying amount of a long-lived asset or intangible asset is not recoverable from its undiscounted cash flows. Impairment is measured as the difference between the carrying amount and the fair value of the asset. We use both the income approach and market approach to estimate fair value. Our estimates of fair value are subject to a high degree of judgment since they include a long-term forecast of future operations. Accordingly, any value ultimately derived from our long-lived assets may differ from our estimate of fair value. 45
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Pension, Postretirement and Postemployment Benefits We sponsor domestic and foreign defined benefit pension and postemployment plans as well as domestic postretirement plans. As a result, we have significant pension, postretirement and postemployment benefit costs, which are developed from actuarial valuations. Actuarial assumptions attempt to anticipate future events and are used in calculating the expense and liability relating to these plans. These factors include assumptions we make about interest rates, expected investment return on plan assets, involuntary turnover rates, and rates of future compensation increases. In addition, our actuarial consultants advise us about subjective factors such as withdrawal rates and mortality rates to use in our valuations. We generally review and update these assumptions on an annual basis at the end of each fiscal year. We are required to consider current market conditions, including changes in interest rates, in making these assumptions. The actuarial assumptions that we use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension, postretirement or postemployment benefits expense we have recorded or may record. Ongoing pension, postemployment and postretirement expense impacts all of our segments. Pension mark-to-market adjustments, settlements, curtailments and special termination benefits are excluded from our segment results as those items are not included in the evaluation of segment performance. See Note 4, "Segment Information and Concentrations," in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for a reconciliation of our segment results to income from operations. The key assumptions used in developing our 2020 expense were discount rates of 2.7% for ourU.S. pension plan and 2.5% for our postretirement plan, and an expected return on assets assumption of 2.8% for ourU.S. pension plan in 2020. TheU.S. plan represented 62% of the pension obligation and 100% of the postretirement plan obligation as ofDecember 31, 2020 . Holding all other assumptions constant, a 0.25% change in the discount rate used for theU.S. plan would have increased or decreased 2020 ongoing pension expense by approximately$3 million and would have had an immaterial impact on 2020 postretirement income. A 0.25% change in the expected rate of return on plan assets assumption for theU.S. pension plan would have increased or decreased 2020 ongoing pension expense by approximately$3 million . Our expected return on plan assets has historically been and will likely continue to be material to net income. For 2021, we intend to use discount rates of 1.7% and 1.4% in determining theU.S. pension and postretirement expense, respectively. We intend to use an expected rate of return on assets assumption of 2.1% for theU.S. pension plan. We recognize additional changes in the fair value of plan assets and net actuarial gains or losses of our pension plans upon remeasurement, which occurs at least annually in the fourth quarter of each year. The remaining components of pension expense, primarily net service cost, interest cost, and the expected return on plan assets, are recorded on a quarterly basis as ongoing pension expense. While it is required that we review our actuarial assumptions each year at the measurement date, we generally do not change them between measurement dates. We use a measurement date ofDecember 31 for all of our plans. Changes in assumptions or asset values may have a significant effect on the annual measurement of expense or income in the fourth quarter. The most significant assumption used in developing our 2020 postemployment plan expense is the assumed rate of involuntary turnover of 3.8%. The involuntary turnover rate is based on historical trends and projections of involuntary turnover in the future. A 0.25% change in the rate of involuntary turnover would have increased or decreased 2020 expense by approximately$2 million . The sensitivity of the assumptions described above is specific to each individual plan and not to our pension, postretirement and postemployment plans in the aggregate. We intend to use an involuntary turnover assumption of 3.8% in determining the 2021 postemployment expense. Environmental and Legal Contingencies Each quarter, we review the status of each claim and legal proceeding and assess our potential financial exposure. If the potential loss from any claim or legal proceeding would be material and is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. To the extent that the amount of such a probable loss is estimable only by reference to a range of equally likely outcomes, and no amount within the range appears to be a better estimate than any other amount, we accrue the amount at the low end of the range. Because of uncertainties related to these matters, the use of estimates, assumptions and judgments, and external factors beyond our control, accruals are based on the best information available at the time. At environmental sites, or portions of environmental sites, where liability is determined to be probable but a remedy has not yet been determined, we accrue for the costs of investigations and studies for the affected areas but not for the costs of remediation. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial position. When insurance carriers or third parties have agreed to pay any amounts related to costs, and we believe that it is probable that we can collect such amounts, those amounts are reflected as receivables in our Consolidated Balance Sheet.
The most significant legal contingencies impacting our Company are the
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of Part II of this Report. NCR has been identified as a potentially responsible
party (PRP) at both the
As described below and in Note 9, "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, while litigation activities have largely concluded with respect to theFox River andKalamazoo River matters and while the Company has engaged in cooperative regulatory compliance activities with the government ofJapan with respect to the Ebina matter, the extent of our potential liabilities continues to be subject to significant uncertainties. The uncertainties related to theFox River andKalamazoo River matters include the total cost of clean-up as well as the solvency and willingness of the co-obligors or indemnitors to pay. The uncertainties related to the Ebina matter include total cost of clean-up subject to approval by local agencies inJapan . Our net reserves for theFox River matter, theKalamazoo River matter and the Ebina matter, as ofDecember 31, 2020 were approximately$28 million ,$164 million , and$20 million , respectively, as further discussed in Note 9, "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. The Company regularly re-evaluates the assumptions used in determining the appropriate reserve for these matters as additional information becomes available and, when warranted, makes appropriate adjustments. Income Taxes We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on our expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and our tax methods of accounting. As a result of this determination, we had valuation allowances of$341 million as ofDecember 31, 2020 and$352 million as ofDecember 31, 2019 , related to certain deferred income tax assets, primarily tax loss carryforwards, in jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those tax assets. If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, or if the tax laws change unfavorably, then we could be required to increase our valuation allowance against our deferred tax assets, resulting in an increase in our effective tax rate. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized. During 2019, we transferred certain intangible assets among our wholly-owned subsidiaries, which resulted in the establishment of deferred tax assets of$274 million . The establishment of deferred tax assets from intra-entity transfers of intangible assets required us to make significant estimates and assumptions to determine the fair value of such intangible assets. Critical estimates in valuing the intangible assets include, but are not limited to, internal revenue and expense forecasts, and discount rates. The sustainability of our future tax benefits is dependent upon the acceptance of these valuation estimates and assumptions by the taxing authorities. The provision for income taxes may change period-to-period based on non-recurring events, such as the settlement of income tax audits and changes in tax laws, as well as recurring factors including the geographic mix of income before taxes, state and local taxes and the effects of various global income tax strategies. We maintain certain strategic management and operational activities in overseas subsidiaries and our foreign earnings are taxed at rates that are generally lower than inthe United States . As ofDecember 31, 2020 , we did not provide forU.S. federal income taxes or foreign withholding taxes on approximately$3.4 billion of undistributed earnings of our foreign subsidiaries as such earnings are expected to be reinvested indefinitely. Refer to Note 6, "Income Taxes" in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for disclosures related to foreign and domestic pretax income, foreign and domestic income tax (benefit) expense and the effect foreign taxes have on our overall effective tax rate. 47
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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
A discussion of recently issued accounting pronouncements is described in Note 1, "Basis of Presentation and Significant Accounting Policies" of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, and we incorporate by reference such discussion in this MD&A.
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