Business Combination

9 Months Ended

Sep. 30, 2011

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

BUSINESS COMBINATIONS

Description of Transaction

On July 11, 2011, NCR entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Ranger Acquisition Corporation, and Radiant, pursuant to which NCR agreed to purchase all of the outstanding shares of common stock of Radiant through a tender offer at a price per share of $28.00 in cash. On August 24, 2011, following the successful completion of the tender offer, Ranger Acquisition Corporation was merged with and into Radiant (the Merger), with Radiant surviving the Merger as a wholly-owned subsidiary of NCR. The total equity purchase price approximated $1.2 billion.

Radiant was a leading provider of technology solutions for managing site operations in the hospitality and specialty retail industries, and will be operated within NCR as a separate line of business referred to as Hospitality and Specialty Retail (HSR). NCR believes that the acquisition will permit expansion into higher-margin adjacencies and new industry segments, and provide opportunities for future growth through the combination of NCR's global reach and services capabilities with Radiant's advanced software and strong channel partner network.

In connection with the acquisition, on August 22, 2011, NCR entered into a new $1.4 billion senior secured credit facility with and among a syndicate of lenders with JPMorgan Chase Bank, N.A., as the administrative agent. The secured credit facility consists of a term loan facility in the amount of $700 million and a revolving facility in the amount of $700 million, of which $1.1 billion was drawn to fund the acquisition. See Note 12, "Debt Obligations" for additional information.

Recording of Assets Acquired and Liabilities Assumed in Radiant Acquisition

The fair value of consideration transferred to acquire Radiant was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair market values as of the date of the Merger as set forth below. This allocation is preliminary and reflects the best estimate for conditions existing as of August 24, 2011. The primary areas of the purchase price allocation that are not yet finalized relate to determining the fair values of deferred taxes and tax contingencies, and calculating any necessary adjustment to the residual goodwill.

In millions
Purchase Consideration		Net Tangible Assets Acquired/(Liabilities Assumed)		Purchased Intangible Assets		Goodwill
$	1,206	$	84	$	319	$	803

Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Merger consists of the revenue and cost synergies expected from combining the operations of NCR and Radiant. It is expected that approximately $73 million of the goodwill recognized in connection with the Merger will be deductible for tax purposes. The goodwill arising from the Merger has been allocated as follows: approximately $618 million to the Hospitality and Specialty Retail segment; $86 million to the Financial Services segment; and $99 million to the Retail Solutions segment (formerly known as Retail and Hospitality).

The carrying amounts of goodwill by segment as of September 30, 2011 are as follows:

	December 31, 2010											September 30, 2011
In millions	Goodwill		Accumulated Impairment Losses			Total		Acquisitions		Other Adjustments		Goodwill		Accumulated Impairment Losses			Total
Financial Services	$	67	$	—		$	67	$	86	$	—	$	153	$	—		$	153
Retail Solutions	21		(3		)	18		99		—		120		(3		)	117
Hospitality and Specialty Retail	—		—			—		618		—		618		—			618
Entertainment	5		—			5		—		—		5		—			5
Emerging Industries	25		—			25		—		—		25		—			25
Total	$	118	$	(3	)	$	115	$	803	$	—	$	921	$	(3	)	$	918

The intangible assets acquired in the Merger include the following:

	Estimated Fair Value			Weighted Average Amortization Period(1)
	(In millions)			(years)
Reseller Network		88		13
Technology - Software and Hardware		106		6
Trademarks		48		9
Direct customer relationships		74		15
Noncompete agreements		2		2
Internally developed software		1		2
Total acquired intangible assets		$	319

⁽¹⁾  Determination of the weighted average amortization period of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives is recognized over the period of time the assets are expected to contribute to future cash flows.

The Company has incurred a total of $25 million of transaction expenses to date relating to the Merger, of which $24 million and $25 million are included in the results of operations for the three and nine months ended September 30, 2011, respectively.

Unaudited Pro forma Information

The following unaudited pro forma information presents the consolidated results of NCR and Radiant for the three and nine months ended September 30, 2010 and 2011, with adjustments to give effect to pro forma events that are directly attributable to the Merger and have a continuing impact, as well as to exclude the impact of pro forma events that are directly attributable to the Merger and are one-time in nature. The unaudited pro forma information is presented for illustrative purposes only. It is not necessarily indicative of the results of operations of future periods, or the results of operations that actually would have been realized had the entities been a single company during the periods presented or the results that the combined company will experience after the Merger. The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the Merger. The unaudited pro forma information also does not include any integration costs or remaining future transaction costs that the companies may incur related to the Merger as part of combining the operations of the companies.

The unaudited pro forma consolidated results of operations, assuming the acquisition had occurred on January 1, 2010, are as follows:

In millions	Three months ended September 30, 2011		Three months ended September 30, 2010		Nine months ended September 30, 2011		Nine months ended September 30, 2010
Revenue	$	1,463	$	1,296	$	4,057	$	3,668
Net income attributable to NCR	$	35	$	83	$	78	$	84