15. CONDENSED CONSOLIDATING SUPPLEMENTAL GUARANTOR INFORMATION

The Company's 5.00% Notes, 4.625% Notes, 5.875% Notes and 6.375% Notes are guaranteed by the Company's subsidiary, NCR International, Inc. (Guarantor Subsidiary), which is 100% owned by the Company and has guaranteed fully and unconditionally the obligations to pay principal and interest for these senior unsecured notes. The guarantees are subject to release under certain circumstances as described below:


•	the designation of the Guarantor Subsidiary as an unrestricted subsidiary under the indenture governing the notes;


•	the release of the Guarantor Subsidiary from its guarantee under the senior secured credit facility;


•	the release or discharge of the indebtedness that required the guarantee of the notes by the Guarantor Subsidiary;


•	the permitted sale or other disposition of the Guarantor Subsidiary to a third party; and


•	the Company's exercise of its legal defeasance option of its covenant defeasance option under the indenture governing the notes.

Refer to Note 5, "Debt Obligations," for additional information.

In connection with the registration statements for the exchange offers of the 5.00% Notes, 4.625% Notes, 5.875% Notes and 6.375% Notes, the Company is required to comply with Rule 3-10 of SEC Regulation S-X (Rule 3-10), and has therefore included the accompanying Condensed Consolidating Financial Statements in accordance with Rule 3-10(f) of SEC Regulation S-X.

The following supplemental information sets forth, on a consolidating basis, the condensed statements of operations and comprehensive income (loss), the condensed balance sheets and the condensed statements of cash flows for the parent issuer of these senior unsecured notes, for the Guarantor Subsidiary and for the Company and all of its consolidated subsidiaries (amounts in millions):



Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
For the three months ended March 31, 2015

(in millions)	Parent Issuer			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Product revenue	$	250		$	19	$	424		$	(89	)	$	604
Service revenue	301			7		564			—			872
Total revenue	551			26		988			(89		)	1,476
Cost of products	205			10		357			(89		)	483
Cost of services	221			2		380			—			603
Selling, general and administrative expenses	106			2		117			—			225
Research and development expenses	19			—		36			—			55
Restructuring-related charges	3			—		12			—			15
Total operating expenses	554			14		902			(89		)	1,381
Income (loss) from operations	(3		)	12		86			—			95
Interest expense	(43		)	—		(19		)	18			(44		)
Other (expense) income, net	8			—		3			(18		)	(7		)
Income (loss) from continuing operations before income taxes	(38		)	12		70			—			44
Income tax expense (benefit)	(4		)	5		1			—			2
Income (loss) from continuing operations before earnings in subsidiaries	(34		)	7		69			—			42
Equity in earnings of consolidated subsidiaries	74			56		—			(130		)	—
Income (loss) from continuing operations	40			63		69			(130		)	42
Income (loss) from discontinued operations, net of tax	—			—		—			—			—
Net income (loss)	$	40		$	63	$	69		$	(130	)	$	42
Net income (loss) attributable to noncontrolling interests	—			—		2			—			2
Net income (loss) attributable to NCR	$	40		$	63	$	67		$	(130	)	$	40
Total comprehensive income (loss)	18			28		33			(62		)	17
Less comprehensive income (loss) attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive income (loss) attributable to NCR common stockholders	$	18		$	28	$	34		$	(62	)	$	18



Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
For the three months ended March 31, 2014

(in millions)	Parent Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Product revenue	$	240		$	17		$	431		$	(54	)	$	634
Service revenue	307			7			570			—			884
Total revenue	547			24			1,001			(54		)	1,518
Cost of products	183			5			342			(54		)	476
Cost of services	232			3			391			—			626
Selling, general and administrative expenses	131			1			113			—			245
Research and development expenses	17			—			46			—			63
Total operating expenses	563			9			892			(54		)	1,410
Income (loss) from operations	(16		)	15			109			—			108
Interest expense	(43		)	—			(17		)	17			(43		)
Other (expense) income, net	12			(2		)	—			(17		)	(7		)
Income (loss) from continuing operations before income taxes	(47		)	13			92			—			58
Income tax expense (benefit)	(17		)	7			14			—			4
Income (loss) from continuing operations before earnings in subsidiaries	(30		)	6			78			—			54
Equity in earnings of consolidated subsidiaries	83			63			—			(146		)	—
Income (loss) from continuing operations	53			69			78			(146		)	54
Income (loss) from discontinued operations, net of tax	—			—			—			—			—
Net income (loss)	$	53		$	69		$	78		$	(146	)	$	54
Net income (loss) attributable to noncontrolling interests	—			—			1			—			1
Net income (loss) attributable to NCR	$	53		$	69		$	77		$	(146	)	$	53
Total comprehensive income (loss)	58			73			78			(151		)	58
Less comprehensive income (loss) attributable to noncontrolling interests	—			—			—			—			—
Comprehensive income (loss) attributable to NCR common stockholders	$	58		$	73		$	78		$	(151	)	$	58



Condensed Consolidating Balance Sheet
March 31, 2015

(in millions)	Parent Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	23		17		422		—			462
Accounts receivable, net	78		26		1,311		—			1,415
Inventories	251		8		417		—			676
Due from affiliates	802		1,267		366		(2,435		)	—
Other current assets	257		31		299		(38		)	549
Total current assets	1,411		1,349		2,815		(2,473		)	3,102
Property, plant and equipment, net	156		1		194		—			351
Goodwill	876		—		1,878		—			2,754
Intangibles, net	188		—		705		—			893
Prepaid pension cost	—		—		535		—			535
Deferred income taxes	356		129		45		(186		)	344
Investments in subsidiaries	3,564		1,815		—		(5,379		)	—
Due from affiliates	1,112		21		38		(1,171		)	—
Other assets	386		49		99		—			534
Total assets	$	8,049	$	3,364	$	6,309	$	(9,209	)	$	8,513

Liabilities and stockholders’ equity
Current liabilities
Short-term borrowings	94		—		78		—			172
Accounts payable	237		—		405		—			642
Payroll and benefits liabilities	78		—		98		—			176
Deferred service revenue and customer deposits	204		32		352		—			588
Due to affiliates	1,391		132		912		(2,435		)	—
Other current liabilities	240		10		234		(38		)	446
Total current liabilities	2,244		174		2,079		(2,473		)	2,024
Long-term debt	3,427		—		16		—			3,443
Pension and indemnity plan liabilities	395		—		281		—			676
Postretirement and postemployment benefits liabilities	24		—		150		—			174
Income tax accruals	3		9		163		—			175
Environmental liabilities	37		—		—		—			37
Due to affiliates	17		37		1,117		(1,171		)	—
Other liabilities	8		—		242		(186		)	64
Total liabilities	6,155		220		4,048		(3,830		)	6,593
Redeemable noncontrolling interest	—		—		14		—			14
Stockholders’ equity
Total NCR stockholders’ equity	1,894		3,144		2,235		(5,379		)	1,894
Noncontrolling interests in subsidiaries	—		—		12		—			12
Total stockholders’ equity	1,894		3,144		2,247		(5,379		)	1,906
Total liabilities and stockholders’ equity	$	8,049	$	3,364	$	6,309	$	(9,209	)	$	8,513



Condensed Consolidating Balance Sheet
December 31, 2014

(in millions)	Parent Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	40		9		462		—			511
Accounts receivable, net	69		19		1,316		—			1,404
Inventories	242		6		421		—			669
Due from affiliates	626		1,228		476		(2,330		)	—
Other current assets	294		28		280		(98		)	504
Total current assets	1,271		1,290		2,955		(2,428		)	3,088
Property, plant and equipment, net	161		1		234		—			396
Goodwill	878		—		1,882		—			2,760
Intangibles, net	196		—		730		—			926
Prepaid pension cost	—		—		551		—			551
Deferred income taxes	363		128		43		(185		)	349
Investments in subsidiaries	3,519		1,771		—		(5,290		)	—
Due from affiliates	1,127		20		41		(1,188		)	—
Other assets	375		49		113		—			537
Total assets	$	7,890	$	3,259	$	6,549	$	(9,091	)	$	8,607

Liabilities and stockholders’ equity
Current liabilities
Short-term borrowings	85		—		102		—			187
Accounts payable	248		—		464		—			712
Payroll and benefits liabilities	85		—		111		—			196
Deferred service revenue and customer deposits	149		21		324		—			494
Due to affiliates	1,318		124		888		(2,330		)	—
Other current liabilities	192		10		377		(98		)	481
Total current liabilities	2,077		155		2,266		(2,428		)	2,070
Long-term debt	3,454		—		18		—			3,472
Pension and indemnity plan liabilities	391		—		314		—			705
Postretirement and postemployment benefits liabilities	25		—		145		—			170
Income tax accruals	3		10		168		—			181
Environmental liabilities	44		—		—		—			44
Due to affiliates	17		41		1,130		(1,188		)	—
Other liabilities	8		—		244		(185		)	67
Total liabilities	6,019		206		4,285		(3,801		)	6,709
Redeemable noncontrolling interest	—		—		15		—			15
Stockholders’ equity
Total NCR stockholders’ equity	1,871		3,053		2,237		(5,290		)	1,871
Noncontrolling interests in subsidiaries	—		—		12		—			12
Total stockholders’ equity	1,871		3,053		2,249		(5,290		)	1,883
Total liabilities and stockholders’ equity	$	7,890	$	3,259	$	6,549	$	(9,091	)	$	8,607



Condensed Consolidating Statement of Cash Flows
For the three months ended March 31, 2015

(in millions)	Parent Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	(16	)	$	(2	)	$	138		$	(41	)	$	79
Investing activities
Expenditures for property, plant and equipment	(4		)	—			(9		)	—			(13		)
Additions to capitalized software	(21		)	—			(17		)	—			(38		)
Proceeds from (payments of) intercompany notes	52			10			—			(62		)	—
Other investing activities, net	(4		)	—			(2		)	—			(6		)
Net cash provided by (used in) investing activities	23			10			(28		)	(62		)	(57		)
Financing activities
Tax withholding payments on behalf of employees	(9		)	—			—			—			(9		)
Short term borrowings, net	—			—			2			—			2
Payments on term credit facility	(17		)	—			(2		)	—			(19		)
Payments on revolving credit facilities	(98		)	—			(175		)	—			(273		)
Borrowings on revolving credit facilities	98			—			150			—			248
Proceeds from employee stock plans	6			—			—			—			6
Dividend distribution to consolidated subsidiaries	—			—			(41		)	41			—
Borrowings (repayments) of intercompany notes	—			—			(62		)	62			—
Net cash provided by (used in) financing activities	(20		)	—			(128		)	103			(45		)
Cash flows from discontinued operations
Net cash (used in) provided by operating activities	(4		)	—			—			—			(4		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(22		)	—			(22		)
Increase (decrease) in cash and cash equivalents	(17		)	8			(40		)	—			(49		)
Cash and cash equivalents at beginning of period	40			9			462			—			511
Cash and cash equivalents at end of period	$	23		$	17		$	422		$	—		$	462



Condensed Consolidating Statement of Cash Flows
For the three months ended March 31, 2014

(in millions)	Parent Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	(16	)	$	(3	)	$	79		$	(29	)	$	31
Investing activities
Expenditures for property, plant and equipment	(15		)	—			(17		)	—			(32		)
Additions to capitalized software	(21		)	—			(13		)	—			(34		)
Business acquisitions, net of cash acquired	(1,642		)				—			—			(1,642		)
Changes in restricted cash	1,114			—			—			—			1,114
Investments in equity affiliates	(1		)	—			—			1			—
Other investing activities, net	(1		)	—			(3		)	—			(4		)
Net cash provided by (used in) investing activities	(566		)	—			(33		)	1			(598		)
Financing activities
Tax withholding payments on behalf of employees	(22		)	—			—			—			(22		)
Short term borrowings, net	—			—			6			—			6
Borrowings on term credit facility	250			—			—			—			250
Payments on revolving credit facility	(60		)	—			—			—			(60		)
Borrowings on revolving credit facility	400			—			—			—			400
Debt issuance costs	(2		)	—			—			—			(2		)
Proceeds from employee stock plans	5			—			—			—			5
Other financing activities	—			—			(1		)	—			(1		)
Equity contribution	—			—			1			(1		)	—
Dividend distribution to consolidated subsidiaries	—			—			(29		)	29			—
Net cash provided by (used in) financing activities	571			—			(23		)	28			576
Cash flows from discontinued operations
Net cash (used in) provided by operating activities	(16		)	—			—			—			(16		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(6		)	—			(6		)
Increase (decrease) in cash and cash equivalents	(27		)	(3		)	17			—			(13		)
Cash and cash equivalents at beginning of period	75			11			442			—			528
Cash and cash equivalents at end of period	$	48		$	8		$	459		$	—		$	515