Exhibit 99.2
WACHTELL, LIPTON, ROSEN & KATZ
| | | | | | | | | | |
| MARTIN LIPTON | | RALPH M. LEVENE | | | | | | J. AUSTIN LYONS | | WILLIAM EDWARDS |
| HERBERT M. WACHTELL | | RICHARD G. MASON | | 51 WEST 52ND STREET | | LORI S. SHERMAN | | JAMES R. GILMARTIN |
| BERNARD W. NUSSBAUM | | DOUGLAS K. MAYER | | | | | | JONATHAN E. PICKHARDT | | ADAM M. GOGOLAK |
| RICHARD D. KATCHER | | MICHAEL J. SEGAL | | NEW YORK, N.Y. 10019-6150 | | NELSON O. FITTS | | JONATHAN GOLDIN |
| ALLAN A. MARTIN | | DAVID M. SILK | | | | | | JEFFREY C. FOURMAUX | | ROGER J. GRIESMEYER |
| LAWRENCE B. PEDOWITZ | | ROBIN PANOVKA | | TELEPHONE: (212) 403 - 1000 | | JEREMY L. GOLDSTEIN | | CATHERINE HARDEE |
| ROBERT B. MAZUR | | DAVID A. KATZ | | FACSIMILE: (212) 403 - 2000 | | JOSHUA M. HOLMES | | DANIEL E. HEMLI |
| PAUL VIZCARRONDO, JR. | | ILENE KNABLE GOTTS | | ____________ | | DAVID E. SHAPIRO | | GAVIN W. HOLMES |
| PETER C. HEIN | | DAVID M. MURPHY | | GEORGE A. KATZ (1965-1989) | | ANTE VUCIC | | GORDON S. MOODIE |
| HAROLD S. NOVIKOFF | | JEFFREY M. WINTNER | | JAMES H. FOGELSON (1967-1991) | | IAN BOCZKO | | JOHN A. NEUMARK |
| DAVID M. EINHORN | | TREVOR S. NORWITZ | | ____________ | | LAURYN P. GOULDIN | | MICHAEL ROSENBLAT |
| KENNETH B. FORREST | | BEN M. GERMANA | | OF COUNSEL | | MATTHEW M. GUEST | | DONGJU SONG |
| MEYER G. KOPLOW | | ANDREW J. NUSSBAUM | | | | DAVID E. KAHAN | | LINDSAY R. SMITH |
| THEODORE N. MIRVIS | | RACHELLE SILVERBERG | | WILLIAM T. ALLEN | | LEONARD M. ROSEN | | MARK A. KOENIG | | AMANDA L. STRAUB |
| EDWARD D. HERLIHY | | DAVID C. BRYAN | | PETER C. CANELLOS | | MICHAEL W. SCHWARTZ | | DAVID K. LAM | | BRADLEY R. WILSON |
| DANIEL A. NEFF | | STEVEN A. COHEN | | THEODORE GEWERTZ | | ELLIOTT V. STEIN | | MICHAEL S. WINOGRAD | | FRANCO CASTELLI |
| ERIC M. ROTH | | GAVIN D. SOLOTAR | | KAREN G. KRUEGER | | J. BRYAN WHITWORTH | | KATHRYN GETTLES-ATWA | | ROSS A. FIELDSTON |
| WARREN R. STERN | | DEBORAH L. PAUL | | THEODORE A. LEVINE | | AMY R. WOLF | | DANIELLE L. ROSE | | DAVID FISCHMAN |
| ANDREW R. BROWNSTEIN | | DAVID C. KARP | | ____________ | | BENJAMIN M. ROTH | | JESSE E. GARY |
| MICHAEL H. BYOWITZ | | RICHARD K. KIM | | COUNSEL | | ANDREW A. SCHWARTZ | | SCOTT W. GOLENBOCK |
| PAUL K. ROWE | | JOSHUA R. CAMMAKER | | | | DAVID M. ADLERSTEIN | | MOEZ M. KABA |
| MARC WOLINSKY | | MARK GORDON | | MICHELE J. ALEXANDER | | PAULA N. GORDON | | SHIRI BEN-YISHAI | | CAITH KUSHNER |
| DAVID GRUENSTEIN | | JOSEPH D. LARSON | | DAVID B. ANDERS | | NANCY B. GREENBAUM | | JOSHUA A. FELTMAN | | J. ALEJANDRO LONGORIA |
| PATRICIA A. VLAHAKIS | | LAWRENCE S. MAKOW | | ADRIENNE ATKINSON | | MAURA R. GROSSMAN | | STEPHEN M. FRANCIS | | GRAHAM W. MELI |
| STEPHEN G. GELLMAN | | JEANNEMARIE O’BRIEN | | ANDREW J.H. CHEUNG | | IAN L. LEVIN | | JONATHAN H. GORDON | | JOSHUA M. MILLER |
| STEVEN A. ROSENBLUM | | WAYNE M. CARLIN | | DAMIAN G. DIDDEN | | ADAM J. SHAPIRO | | MARGARET ISA BUTLER | | JASAND MOCK |
| PAMELA S. SEYMON | | JAMES COLE, JR. | | PAMELA EHRENKRANZ | | HOLLY M. STRUTT | | EMIL A. KLEINHAUS | | OPHIR NAVE |
| STEPHANIE J. SELIGMAN | | STEPHEN R. DiPRIMA | | ROBERT A. FRIEDMAN | | | | WILLIAM E. SCHEFFER | | GREGORY E. PESSIN |
| ERIC S. ROBINSON | | NICHOLAS G. DEMMO | | | | | | ADIR G. WALDMAN | | CARRIE M. REILLY |
| JOHN F. SAVARESE | | IGOR KIRMAN | | | | | | AREF H. AMANAT | | WON S. SHIN |
| SCOTT K. CHARLES | | JONATHAN M. MOSES | | | | | | RONALD C. CHEN | | JEFFREY UNGER |
| ANDREW C. HOUSTON | | T. EIKO STANGE | | | | | | B. UMUT ERGUN | | MARK F. VEBLEN |
| PHILIP MINDLIN | | DAVID A. SCHWARTZ | | | | | | EVAN K. FARBER | | CARMEN WOO |
| DAVID S. NEILL | | JOHN F. LYNCH | | | | | | MICHAEL KRASNOVSKY | | IGOR FUKS |
| JODI J. SCHWARTZ | | WILLIAM SAVITT | | | | | | SARAH A. LEWIS | | BETTY W. GEE |
| ADAM O. EMMERICH | | ERIC M. ROSOF | | | | | | YELENA ZAMACONA | | JONATHON R. La CHAPELLE |
| CRAIG M. WASSERMAN | | MARTIN J.E. ARMS | | | | | | GARRETT B. MORITZ | | BRANDON C. PRICE |
| GEORGE T. CONWAY III | | GREGORY E. OSTLING | | | | | | JOSHUA A. NAFTALIS | | MICHAEL SABBAH |
| | | | | | | | VINAY SHANDAL | | RACHEL A. WILSON |
| | | | | | | | MEREDITH L. TURNER | | ALISON M. ZIESKE |
| | | | | | | | KARESSA L. CAIN | | |
August 27, 2007
NCR Corporation and its Board of Directors
1700 South Patterson Blvd.
Dayton, Ohio 45479
Ladies and Gentlemen:
We have acted as special counsel to NCR Corporation, a Maryland corporation (“NCR”), in connection with the transactions contemplated by the Separation and Distribution Agreement (the “Agreement”), to be entered into by and between NCR and Teradata Corporation (“Teradata”), a Delaware corporation and a subsidiary of NCR International, Inc. (“NCR International”), a Delaware corporation and a subsidiary of NCR. At your request, we are rendering our opinion as to certain United States federal income tax consequences of certain transactions contemplated by the Agreement. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Officer’s Certificate of NCR dated as of the date hereof and delivered in connection herewith.
In providing our opinion, we have reviewed: (i) the Agreement; (ii) the Tax Sharing Agreement to be entered into by and between NCR and Teradata; (iii) the ruling request relating to Section 355 of the Code and related provisions filed by NCR with the Internal Revenue Service in connection with the transactions contemplated by the Agreement and all supplemental submissions filed in connection therewith (together, the “Request for Rulings”)
WACHTELL, LIPTON, ROSEN & KATZ
(but not the ruling request filed by NCR with the Internal Revenue Service, or any supplemental submissions, relating to Section 59(e) of the Code (the “Section 59(e) Request”)); (iv) the private letter ruling issued to NCR by the Internal Revenue Service in response to the Request for Rulings (the “Private Letter Ruling”); (v) the registration statement of Teradata on Form 10 and the exhibits thereto, including the information statement to be sent by NCR to shareholders of NCR in connection with the External Spin-Off (collectively, the “Form 10”); (vi) certain resolutions adopted by the Board of Directors of NCR; and (vii) such other documents, records and papers as we have deemed necessary or appropriate in order to give the opinion set forth herein.
For purposes of the opinion set forth below, we have assumed: (i) that the statements and representations contained, respectively, in the Request for Rulings, the Private Letter Ruling and the Officer’s Certificates of NCR, NCR International and Teradata delivered in connection herewith (including all appendices thereto) are true, complete, and correct as of the date hereof and will remain true, complete, and correct at all times up to and including the date of the External Spin-Off; (ii) that all statements and representations made to the knowledge or belief of any person or entity or with comparable qualification are true, complete, and correct as if made without such qualification; (iii) that all documents submitted to us as originals are authentic and that all documents submitted to us as copies conform to the originals; (iv) that the transactions contemplated by the Agreement will be consummated as described in the Request for Rulings and the Private Letter Ruling; (v) that NCR, NCR International and Teradata will treat the Internal Spin-Off and External Spin-Off for United States federal income tax consequences in a manner consistent with the opinion set forth below; (vi) that the Form 10, NCR’s annual report on Form 10-K for its fiscal year ended December 31, 2006, and NCR’s proxy statement relating to the annual meeting of NCR’s shareholders held on April 25, 2007 are true, complete, and correct; and (vii) that all applicable reporting requirements have been or will be satisfied. If any of the above described assumptions is untrue for any reason, or if the transactions are consummated in a manner that is different from the manner described in the Request for Rulings and the Private Letter Ruling, our opinion as expressed below may be adversely affected. Further, we have relied on the Private Letter Ruling.
Based upon and subject to the foregoing, it is our opinion that, under presently applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder:
| 1. | The transfer by NCR International of property relating to its enterprise data warehousing business to Teradata in the First Contribution and the assumption by Teradata of related liabilities in the First Contribution, followed by the distribution by NCR International of Teradata common stock to NCR pursuant to the Internal Spin-Off will qualify as a reorganization under Section 368(a)(1)(D) of the Code, and NCR International and Teradata each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code; |
| 2. | The Internal Spin-Off will be a transaction described in Section 355(a) of the Code, and the Teradata common stock will be qualified property for purposes of Section 361(c)(2) of the Code; |
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WACHTELL, LIPTON, ROSEN & KATZ
| 3. | Pursuant to Sections 355, 357(a), 361 and 1032, no gain or loss will be recognized by NCR International or Teradata solely by reason of the First Contribution or the Internal Spin-Off, other than with respect to any “excess loss account” or “intercompany transaction” required to be taken into account under Treasury Regulations relating to consolidated returns; |
| 4. | Pursuant to Section 355(a), no gain or loss will be recognized by (and no amount will be includible in the income of) NCR solely by reason of NCR’s receipt of Teradata common stock in the Internal Spin-Off; |
| 5. | The transfer by NCR of property relating to its enterprise data warehousing business to Teradata in the Second Contribution and the assumption by Teradata of related liabilities in the Second Contribution, followed by the distribution by NCR of Teradata common stock to holders of shares of NCR common stock pursuant to the External Spin-Off will qualify as a reorganization under Section 368(a)(1)(D) of the Code, and NCR and Teradata each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code; |
| 6. | The External Spin-Off will be a transaction described in Section 355(a) of the Code, and the Teradata common stock will be qualified property for purposes of Section 361(c)(2) of the Code; |
| 7. | Pursuant to Sections 355, 357(a), 361 and 1032, no gain or loss will be recognized by NCR or Teradata solely by reason of the Second Contribution or the External Spin-Off, other than with respect to any “excess loss account” or “intercompany transaction” required to be taken into account under Treasury Regulations relating to consolidated returns; and |
| 8. | Pursuant to Section 355(a), no gain or loss will be recognized by (and no amount will be includible in the income of) any holder of shares of NCR common stock solely by reason of the holder’s receipt of Teradata common stock in the External Spin-Off. |
We render no opinion as to the federal income tax consequences of (i) the transactions under any other provisions of the Code (including Section 367, Section 482, Section 904(f), Section 1248 and the provisions relating to “dual consolidated losses”); (ii) any expenditures for which an election under Section 59(e) has been made; or (iii) any conditions existing at the time of, or resulting from, the transactions that are not specifically covered above. We render no opinion regarding any aspect of the transactions addressed in the Section 59(e) Request. We render no opinion as to the federal income tax consequences of the CV Spin-Off or the Foreign Separation Transactions (as defined in the Private Letter Ruling). We render no opinion concerning the federal income tax consequences of non-arm’s length payments (if any) made in connection with the transactions or of any internal restructuring that occurred or will occur in connection with the First Contribution, Internal Spin-Off, Second Contribution or External Spin-Off. We render no opinion as to the tax consequences of the transactions under state, local, or foreign tax laws.
Our opinion is based on current provisions of the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the transactions, or any inaccuracy in the
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WACHTELL, LIPTON, ROSEN & KATZ
statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform NCR of any such change or inaccuracy that may occur or come to our attention.
This opinion may not be applicable to holders of shares of NCR common stock who received their NCR common stock pursuant to the exercise of employee stock options or otherwise as compensation or who are not citizens or residents of the United States, or the distribution of shares to such holders. As well, this opinion may not be applicable to holders of shares of NCR common stock who are subject to special treatment under the Code (such as insurance companies, financial institutions, dealers in securities, or tax-exempt organizations).
We are furnishing this opinion solely in connection with the transactions contemplated by the Agreement, and it is not to be relied upon, used, quoted, or otherwise referred to for any other purpose or by any other party without our consent. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to Form 8-K of NCR or Teradata. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended
Very truly yours,
WACHTELL, LIPTON, ROSEN & KATZ
dlp/vs
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