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8-K - FORM 8-K - NCR CORPd8k.htm
EX-99.1 - PRESS RELEASE - NCR CORPdex991.htm
NCR to Acquire Radiant Systems
July 11, 2011
Bill Nuti –
Chairman & CEO, NCR
Bob Fishman –
CFO, NCR
John Heyman –
CEO, Radiant Systems
Andrew Heyman –
COO, Radiant Systems
Exhibit 99.2


NCR Confidential
1
Note to Investors
Comments made during this conference call and in the related presentation materials may include forward-looking
statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on
current expectations and assumptions, and are subject to a number of risks and uncertainties that could cause actual
results to vary materially. These risks and uncertainties are detailed from time to time in NCR’s and Radiant’s respective
SEC reports, including, but not limited to, Forms 10-Q, 10-K, 8-K and NCR’s and Radiant’s respective annual reports to
shareholders. Statements made during this conference call and in the related presentation materials are made only as of
the date of this event, and neither NCR nor Radiant undertakes any obligation to publicly update or revise any such
statements, whether as a result of new information, future events or otherwise.
While NCR reports its results in accordance with generally accepted accounting principles in the United States, or GAAP, in
an effort to provide additional useful information regarding NCR’s financial results, certain materials presented during this
event will include non-GAAP measures. NCR’s management evaluates NCR’s results excluding certain items, such as
pension expense, to assess the company’s financial performance, and believes this information is useful for investors
because it provides a more complete understanding of NCR’s underlying operational performance, as well as consistency
and comparability with past reports of financial results. In addition, NCR management uses earnings per share excluding
these items to manage and determine effectiveness of its business managers and as a basis for incentive compensation.
The non-GAAP measures presented during this event should not be considered as substitutes for, or superior to, results
determined in accordance with GAAP. A reconciliation of these non-GAAP measures to comparable GAAP measures and
other related information is included in the portion of these presentation materials entitled “Non-GAAP Supplementary
Materials” and is available on the Investor Relations page of NCR’s website at www.ncr.com. Descriptions of many of  
these non-GAAP measures, including free cash flow, also are included in NCR’s SEC reports.
These charts and the associated remarks are integrally related and are intended to be presented and
understood together.


NCR Confidential
2
Note to Investors (Continued)
This presentation (this “Presentation”) relates to a planned tender offer by Radiant Acquisition Corporation (“Purchaser”), a
wholly-owned subsidiary of NCR Corporation (“NCR”), for all shares of outstanding common stock of Radiant, Inc.
(“Radiant”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of July 11, 2011, by and among
NCR, Purchaser and Radiant.
The tender offer referred to in this Presentation has not yet commenced. This Presentation is neither an offer to purchase
nor a solicitation of an offer to sell any shares of Radiant. The solicitation and the offer to buy shares of Radiant common
stock will be made pursuant to an offer to purchase and related materials that NCR and Purchaser intend to file with the
U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, NCR and Purchaser
intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and
other documents relating to the tender offer and Radiant intends to file a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. NCR, Purchaser and Radiant intend to mail these documents to the
shareholders of Radiant. These documents will contain important information about the tender offer and shareholders of
Radiant are urged to read them carefully when they become available. Investors and shareholders of Radiant will be able
to obtain a free copy of these documents (when they become available) and other documents filed by NCR, Purchaser and
Radiant with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the tender offer statement and
related materials may be obtained for free (when they become available) by directing such requests to NCR at Attention:
Investor Relations, 3097 Satellite Blvd, Duluth, GA 30096. Investors and shareholders of Radiant may obtain a free copy of
the solicitation/recommendation statement and other documents (when they become available) from Radiant by directing
requests to Radiant at Attention: Investor Relations, 3925 Brookside Parkway, Alpharetta, GA 30022.


NCR Confidential
3
Alignment with NCR Corporate Strategy
NCR BUSINESS SYSTEM DRIVING A CONTINUOUS IMPROVEMENT CULTURE
Innovation provides the foundation for our strategy
Design to win (Dfx)
PLM
Lean Six Sigma
CRVE
EXPAND INTO EMERGING GROWTH INDUSTRY SEGMENTS
Healthcare
Entertainment
Travel and
Gaming
Telecom and
Technology
Financial
Services
Retail and
Hospitality
Expand and strengthen
geographic presence and
sales coverage
Penetrate adjacent single
and multichannel self-
service solution segments
Leverage Consumable BU Products and Innovations
NCR Services
NCR Services
Consulting
Consulting
-
-
Professional
Professional
Services
Services
Deployment
Deployment
Services
Services
Post
Post
Sales
Sales
Service
Service
&
&
Support
Support
Managed
Managed
Services
Services
Trusted
partner
to
the
customers
we
serve
Highest  Productivity – Most  Efficient  and  Effective  – Best Quality  – Disruptive  Cost


NCR Confidential
4
Radiant Is an Ideal Strategic Fit for NCR
Radiant strengthens NCR’s business, financial and strategic profile
Adds a third core vertical: Hospitality and Specialty Retail
Substantially increases total available market
Improves growth and margin profile
Bolsters capabilities in software / SaaS
Significantly expands channel network and customer base
The combined company features multiple avenues to drive revenue growth and
Enables cross-selling of NCR’s solutions across the Hospitality and Specialty Retail vertical
Utilizes NCR’s global footprint to accelerate Radiant’s international growth
Leverages NCR’s assets and expertise in supply chain and back-office functions into a new
vertical
Complementary
business
model
and
geographic
proximity
will
drive
significant
efficiencies
operating efficiencies


NCR Confidential
5
Transaction Overview
NCR to acquire 100% of the common stock of Radiant for $28.00 per share in cash
Equity purchase price of approximately $1.2 billion
Represents a 28% premium to Friday’s closing price of $21.95
The Boards of Directors of both companies have approved the transaction
NCR
is
entering
into
employment
and/or
retention
agreements
with
select
employees
Radiant executives and directors have entered into tender and voting agreements in
support of the transaction
Expected to be accretive to Non-GAAP earnings in 2012
Transaction utilizes NCR’s strong balance sheet and will be funded through a mix of new
debt and existing balance sheet cash
NCR
will
commence
the
tender
offer
on
or
before
July
25
th
with
an
expected
transaction
close in the third quarter, subject to regulatory approval


Radiant: Hospitality Leader with Attractive Growth Potential
Founded in 1985 and headquartered in Alpharetta, GA
#1 Hospitality
provider
in
the
U.S.
(1)
Quick
service,
table service and fast, casual restaurants
Leader
in
retail
point-of-sale
for
specialty
&
convenience retail and sports & entertainment
Rapidly growing subscription-based services
More than 100,000 active installations worldwide
Blue-chip customer base includes:
Large Footprint in Hospitality and Retail
Demonstrated Track Record
Leader in Large, Fragmented Market Segments
($’s in Millions)
$51
$71
$82
$109
$132
$147
$121
$152
$171
$193
$155
$199
$172
$222
$253
$302
$287
$346
41%
44%
44%
43%
47%
46%
2005
2006
2007
2008
2009
2010
Recurring Revenue
Other Revenue
Gross Margin
Revenue CAGR: 15%
(1)
Source: Chain Store Guide’s Database of Foodservice Technology
Hospitality
Retail
6%
Rest of
Market
94%
2%
Rest of
Market
98%
$3.5 billion
570,000
$4.5 billion
1,000,000
Global tech
spend:
U.S. sites:
NCR Confidential
6


NCR Confidential
7
Operate
Measure
Manage
Market
Software-Driven Business Models –
NCR and Radiant
Radiant: Full Suite of Solutions
Point-of-sale (POS)
Hardware and software-based site
management solutions
POS, self-service kiosks and back-office systems and
software
Touch-screen terminals, servers, handheld devices and 
peripherals
Subscription, maintenance and transaction services
SaaS / hosted model for delivering site management
software solutions
Customer support, software support and transaction
payment processing services
Professional services
design, implementation and
integration
Radiant: Growing SaaS Penetration
NCR’s Software-Driven Business Model
Radiant: Evolving Suite Delivers Customer Value
Restaurant
Guard
Radiant Payment
Services
Security Services
Insight
Smart Alerts
Command
Center
Loyalty
Stored Value
Online Sales
Customer Connect
Social Marketing
NCR APTRA™
Mobile Banking
Digital
Signage
Digital
Download
Proactive
Travel
Management
Software as
a Service
(SaaS)
e-Commerce
CRM
Integration
Online and
Mobile Bill
Pay
Recurring Revenues
Online
Text
Mobile
Web
Mobile App
(# of Sites in Thousands)
38
58
66
94
105
117
2005
2006
2007
2008
2009
2010
17%
8%
20%
21%
33%
58%
Radiant Sites
%
SaaS Penetration


Enhancing NCR’s Business Profile
Products
50%
Professional &
Installation Services
12%
Support
Services
38%
Systems
47%
Maintenance &
Transaction Services
31%
Professional Services
11%
Products
50%
Professional &
Installation Services
14%
Support
Services
36%
International
68%
U.S.
32%
U.S.
84%
International
16%
U.S.
36%
International
64%
Financial
Services
65%
Retail &
Hospitality
21%
Emerging Industries
14%
Hospitality
61%
Retail, S&E
31%
International
9%
Financial
Services
59%
Retail &
Hospitality
19%
10%
Emerging
Industries
13%
Subscription Services
12%
Operating
Income:
$333mm
(1)
Operating
Income:
$41mm
(2)
Operating
Income:
$374mm
(3)
Revenue: $346mm
Revenue: $5,165mm
Revenue: $4,819mm
Note: Based on NCR and Radiant 2010 metrics; products & solutions and geography illustrate revenue contribution; industry verticals illustrate positive segment operating income
contribution; excludes synergies
(1)
% Contribution excludes Entertainment segment as it has operating loss of ($50) million
(2)
Operating income includes stock-based compensation of $5mm; % contribution excludes Indirect Corporate operating costs of ($39) million
(3)
•5.4% Revenue growth
24.0% Gross margin
7.2% NPOI margin
NCR Confidential
Financial
Profile
4.5% Revenue growth
22.4% Gross margin
6.9% NPOI margin
20.5% Revenue growth
46.1% Gross margin
11.8% OI margin
Products &
Solutions
Geography
Industry
Verticals
8


Expanded Leadership Position in Self-Service and POS
Financial
Services
Retail
Hospitality &
Specialty
Retail
Entertainment
Emerging
Industries
Business
Highlights
#1 in banking
ATMs
#1 supplier of
multivendor
ATM
middleware
applications
#1 in retail self-
checkout
Leader in retail
point-of-sale
6 of top 10
theatre circuits
#1 hospitality
provider in the
U.S.
6 of top 10
fastest growing
chains
#2 DVD kiosk
operator in the
U.S.
#1 in U.S.
hospital patient
self-check-in
Five of top six
U.S. airlines use
NCR self-check-in
Key Products &
Services
Customers
NCR Confidential
9


NCR Confidential
10
Compelling Value Creation Opportunity
Revenue Synergies
Accelerate NCR’s growth in Hospitality and
Specialty Retail
Cross-sell NCR’s platform of products and
services into Radiant’s existing customer base
Leverage NCR’s global footprint to accelerate
Radiant’s international growth
Enhance existing NCR solutions through addition
of Radiant’s software capabilities
Leverage NCR’s scale and brand
Cost Synergies
Integration of services business
Drive efficiencies in administrative functions
across the combined company
Scale efficiencies throughout the supply chain
Leverage R&D best practices
Significant upside from cross-
selling, geographic and
technology revenue synergy
opportunities
Expect $20 -
$30 million of
pre-tax cost synergies in
2012
Annualized pre-tax cost
synergies of approximately
$40 -
$50 million to be
realized over three years
One-time restructuring cost
of approximately $35 -
$45
million


NCR Confidential
11
Financing Summary
Acquisition
to
be
financed
through
a
combination
of
new
debt
and
existing
balance
sheet
cash
NCR to raise $1.1 billion of newly funded debt to finance the transaction
Committed financing provided by J.P. Morgan, RBC Capital Markets, BofA Merrill Lynch
and Morgan Stanley
NCR to maintain a strong capital structure post the transaction
LTM leverage below 3.5x adjusted debt / EBITDA per S&P methodology
Have had preliminary discussions with S&P and plan to maintain an active dialogue
Strong free cash flow generation supports deleveraging over time
Robust
liquidity
position
with
approximately
$350
-
$400
million
of
remaining
cash
on
the balance sheet and $300 million of availability under a new credit facility at closing


NCR Confidential
12
Summary: Compelling Rationale for Radiant Acquisition
Accelerates NCR’s strategy to move into fast-growth, high margin adjacencies and aligns
with our vision of becoming a hardware-enabled, software-driven business
Adds category leadership in Hospitality and Specialty Retail and
immediately establishes a
strong global position in a third core vertical
Creates a company with a unique portfolio of point-of-sale and self-service solutions
targeted to meet customer needs across multiple platforms, supported by best-in-class
service organization
Enhances NCR’s strategic posture and positions the company for long-term growth,
accelerated margin expansion and earnings appreciation
Assembles a strong combined management team with commitment to shareholder value
creation
Expected to be accretive to Non-GAAP earnings in 2012