NCR CORPORATION (NYSE:NCR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On March13, 2017, NCR Corporation (the Company) announced the
launch of a secondary offering (the Offering) of 342,000 shares
of its Series A Convertible Preferred Stock (Series A Convertible
Preferred Stock). The shares of Series A Convertible Preferred
Stock are being offered solely by certain existing stockholders
of the Company affiliated with The Blackstone Group L.P. (the
selling stockholders) and the Company will not receive any of the
proceeds of the Offering. The shares of Series A Convertible
Preferred Stock are convertible into shares of common stock of
the Company (Common Stock). On March13, 2017, the Company issued
a press release announcing the commencement of the Offering,
which press release is attached hereto as Exhibit 99.1.

In addition, on March10, 2017, in a privately negotiated
transaction, the Company entered into a stock repurchase
agreement (the Stock Repurchase Agreement) with the selling
stockholders whereby the selling stockholders have agreed to
convert a portion of their shares of Series A Convertible
Preferred Stock remaining after the Offering into approximately
3million shares of Common Stock and to sell those shares of
Common Stock to the Company at a purchase price per share equal
to $48.47 (the closing price of the Common Stock on the New York
Stock Exchange on March10, 2017) (the Stock Repurchase). The
Stock Repurchase Agreement contains customary representations,
warranties and covenants. The Stock Repurchase is conditioned
upon the consummation of the Offering.

In connection with the Offering and the Stock Repurchase, on
March13, 2017, the Company entered into a waiver and amendment of
the Investment Agreement, dated as of November11, 2015, by and
among the Company and the selling stockholders (Waiver and
Amendment), whereby the Company agreed to waive certain transfer
restrictions applicable to the selling stockholders to permit the
sales of the Series A Convertible Preferred Stock and Common
Stock described above. In addition, the selling stockholders
agreed to extend the transfer restrictions applicable to their
remaining Series A Convertible Preferred Stock until December1,
2017.

The foregoing descriptions do not purport to be a complete
statement of the parties rights and obligations under each of the
Stock Repurchase Agreement and the Waiver and Amendment, and are
qualified in their entirety by reference to the full text of each
of the Stock Repurchase Agreement and the Waiver and Amendment,
which will be filed as exhibits with the Companys next quarterly
report on Form 10-Q.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

About NCR CORPORATION (NYSE:NCR)

NCR Corporation is a technology company that provides products and services that enable businesses to connect, interact and transact with their customers. The Company operates through four segments: Financial Services, Retail Solutions, Hospitality and Emerging Industries. Its portfolio of self-service and assisted-service solutions serve customers in the financial services, retail, hospitality, travel and telecommunications and technology industries. Its offerings include software and hardware solutions for automated teller machines (ATMs) and bank branches, retail and hospitality point of sale applications and devices, and self-service kiosks and software applications. The Company also offers a portfolio of services to support both its and third party solutions. It also resells third-party networking products and provides related service offerings in the telecommunications and technology sectors. The Company provides self-service kiosks and related operating software.

NCR CORPORATION (NYSE:NCR) Recent Trading Information

NCR CORPORATION (NYSE:NCR) closed its last trading session down -0.19 at 48.47 with 803,037 shares trading hands.