<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
1934
X (No Fee Required)
- ---
For the fiscal year ended December 31, 1997
OR
Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
- ---
For the transition period from _______ to ________
Commission File number 1-1105
- --------------------------------------------------------------------------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
NCR CORPORATION SAVINGS PLAN
B. Name and issuer of the securities held pursuant to the plan and the address
of its principal executive office:
NCR CORPORATION
1700 South Patterson Boulevard, Dayton, OH 45479
<PAGE>
NCR Savings Plan
Index to Financial Statements
and Supplemental Schedules
--------------------------
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants............................. 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1997 and 1996......................... 3
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1997
(with strategy and fund information)..................... 4
Notes to Financial Statements............................... 5-12
Supplemental Schedules:....................................... 13
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1997.................................. 14
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997..................... 15
</TABLE>
<PAGE>
NCR Savings Plan
Financial Statements and
Supplemental Schedules
December 31, 1997 and 1996
<PAGE>
Report of Independent Accountants
---------------------------------
To the Participants, Beneficiaries and
Administrators of the NCR Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the NCR Savings Plan (the Plan) at December 31, 1997 and 1996, and the
changes in net assets available for benefits for the years then ended, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules 27a and 27d is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The strategy and fund information in the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for benefits of each fund. Schedules 27a and 27d and the strategy and
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects.
Dayton, Ohio
June 12, 1998
<PAGE>
<TABLE>
<CAPTION>
NCR Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1997 and 1996
- ------------------------------------------------------------------------------------------------------------------
1997 1996
----------------- ------------------
Assets
<S> <C> <C>
Investments at fair market value:
Very conservative strategy $ 42,075,521 $ 35,550,419
Conservative strategy 84,651,964 82,888,197
Moderately cautious strategy 79,554,091 67,486,782
Moderate strategy 124,206,866 98,104,261
Moderately aggressive strategy 144,496,059 101,133,449
Aggressive strategy 481,720,866 367,467,719
Mutual fund window (See Note 6) 243,408,389 112,422,972
Participant loans 23,011,264 21,653,085
AT&T Unitized Stock Fund (See Note 4) 43,837,574 124,672,743
Lucent Unitized Stock Fund (See Note 4) 23,217,885 43,418,437
NCR Unitized Stock Fund (See Note 4) 29,288,110 6,244,812
Short-term investments 1,508,989 1,102,390
------------------- --------------------
Net assets available for benefits $1,320,977,578 $1,062,145,266
=================== ====================
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
NCR Savings Plan
Statement of Changes in Net Assets Available for Benefits (with strategy
and fund information
For the Year Ended December 31, 1997
____________________________________________________________________________
<TABLE>
<CAPTION>
Participant-Directed
----------- ----------- ----------- ------------ -----------------------------------------------
Very Moderately Moderately Mutual
Conservative Conservative Cautious Moderate Aggressive Aggressive Fund
Strategy Strategy Strategy Strategy Strategy Strategy Window
----------- ----------- ----------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to
Contributions:
Company $ 1,446,782 $ 1,738,108 $ 1,553,817 $ 2,742,643 $ 3,759,052 $ 9,989,227 $ 5,593,304
Participants 3,339,534 3,794,804 3,324,216 6,331,415 8,934,940 24,020,285 15,306,052
----------- ----------- ----------- ------------ ------------ ------------ ------------
4,786,316 5,532,912 4,878,033 9,074,058 12,693,992 34,009,512 20,899,356
----------- ----------- ----------- ------------ ------------ ------------ ------------
Investment income:
Interest 1,079,669 2,659,701 12,433 23,835 28,196 107,446 -
Dividends 1,671,320 247,592 - - - 21,630,497 21,950,773
Net realized
and unrealized
gains (losses) - 3,680,978 12,832,413 19,928,555 21,962,675 63,510,740 11,380,280
----------- ----------- ----------- ------------ ------------ ------------ ------------
2,750,989 6,588,271 12,844,846 19,952,390 21,990,871 85,248,683 33,331,053
----------- ----------- ----------- ------------ ------------ ------------ ------------
Net forfeitures 480,015 (15,695) (17,331) (33,234) (68,385) (175,032) (129,816)
----------- ----------- ----------- ------------ ------------ ------------ ------------
Deductions
Deductions from net assets attributed to:
Benefit payments (5,353,802) (6,641,740) (3,861,283) (6,481,316) (7,494,404) (22,608,466) (10,507,693)
Investment
management fees (94) (145,775) (76,353) (107,679) (131,787) (133,002) -
----------- ----------- ----------- ------------ ------------ ------------ ------------
(5,353,896) (6,787,515) (3,937,636) (6,588,995) (7,626,191) (22,741,468) (10,507,693)
----------- ----------- ----------- ------------ ------------ ------------ ------------
Other transactions:
Net participant
loans 459,306 (355,885) (237,735) (213,602) (240,690) (924,428) (129,328)
Net interfund
transfers 2,677,707 (3,267,042) (1,125,055) 4,030,812 16,612,171 19,002,299 87,220,698
Other 724,665 68,721 (337,813) (118,824) 842 (166,419) 301,147
----------- ----------- ----------- ------------ ------------ ------------ ------------
3,861,678 (3,554,206) (1,700,603) 3,698,386 16,372,323 17,911,452 87,392,517
----------- ----------- ----------- ------------ ------------ ------------ -------------
Net increase
(decrease) 6,525,102 1,763,767 12,067,309 26,102,605 43,362,610 114,253,147 130,985,417
Net assets available for benefits:
Beginning of year 35,550,419 82,888,197 67,486,782 98,104,261 101,133,449 367,467,719 112,422,972
----------- ----------- ----------- ------------ ------------ ------------ ------------
End of year $42,075,521 $84,651,964 $79,554,091 $124,206,866 $144,496,059 $481,720,866 $243,408,389
=========== =========== =========== =========== ============ ============ ============
Non-Participant
Directed
----------- ------------- ------------ ----------- ----------
See Note 4
------------- ------------ -----------
AT&T Lucent NCR
Participant Unitized Unitized Unitized Short-Term
Loans Stock Fund Stock Fund Stock Fund Investments Total
----------- ------------- ------------ ----------- ---------- --------------
Additions
Additions to net assets attributed to
Contributions:
Company - - - $ 3,135,941 - $ 29,958,874
Participants - $ (590,260) $ (42,823) 6,897,569 - 71,315,732
----------- ------------- ------------ ----------- ---------- --------------
- (590,260) (42,823) 10,033,510 - 101,274,606
----------- ------------- ------------ ----------- ---------- --------------
Investment income:
Interest - 191,879 116,929 32,033 $ 75,057 4,327,178
Dividends - 2,515,126 224,889 - - 48,240,197
Net realized
and unrealized
gains (losses) - 33,326,942 26,647,302 (3,665,210) - 189,604,675
----------- ------------- ------------ ----------- ---------- --------------
- 36,033,947 26,989,120 (3,633,177) 75,057 242,172,050
----------- ------------- ------------ ----------- ---------- --------------
Net forfeitures - (23,397) (13,255) (3,870) - -
----------- ------------- ------------ ----------- ---------- --------------
Deductions
Deductions from net assets attributed to:
Benefit payments - (11,032,253) (5,099,023) (766,044) - (79,846,024)
Investment
management fees - (24,361) (24,362) (20,223) - (663,636)
----------- ------------- ------------ ----------- ---------- --------------
- (11,056,614) (5,123,385) (786,267) - (80,509,660)
----------- ------------- ------------ ----------- ---------- --------------
Other transactions:
Net participant
loans $ 1,358,179 (943,046) (580,542) 1,217,568 269,720 (320,483)
Net interfund
transfers - (99,938,647) (41,490,299) 16,215,534 61,822 -
Other - (4,317,152) 60,632 - - (3,784,201)
----------- ------------- ------------ ----------- ---------- --------------
1,358,179 (105,198,845) (42,010,209) 17,433,102 331,542 (4,104,684)
----------- ------------- ------------ ----------- ---------- --------------
Net increase
(decrease) 1,358,179 (80,835,169) (20,200,552) 23,043,298 406,599 258,832,312
Net assets available for benefits:
Beginning of year 21,653,085 124,672,743 43,418,437 6,244,812 1,102,390 1,062,145,266
----------- ------------- ------------ ----------- ---------- --------------
End of year $23,011,264 $ 43,837,574 $ 23,217,885 $29,288,110 $1,508,989 $1,320,977,578
=========== ============= ============ =========== ========== ==============
The accompanying notes are an integral part of these financial statements
</TABLE>
4
<PAGE>
NCR Savings Plan
Notes to Financial Statements
1. Description of the Plan
General
The NCR Savings Plan ("the Plan") is a defined contribution plan
established May 1, 1985 by NCR Corporation (the "Company") to give the
Company's employees more control over, and participation in, the
accumulation of capital for their retirement. As discussed further in Note
4, prior to December 31, 1996, the Company was a wholly-owned subsidiary
of AT&T Corp. (AT&T).
The Plan is designed to qualify as a profit-sharing plan with a qualified
cash or deferred arrangement under Section 401(k) of the Internal Revenue
Code of 1986, as amended. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
The Plan covers all eligible U.S. employees of the Company (other than
certain categories of part-time, temporary, and intern employees) and its
domestic subsidiaries, except for employees covered by a collective
bargaining agreement.
Contributions and Funding
All eligible employees of the Company may defer a portion of their
compensation by making tax-deferred contributions, as well as after-tax
contributions to the Plan. Participants may elect to contribute up to
twenty percent of their eligible compensation; however, tax-deferred
contributions are limited to sixteen percent of eligible compensation. The
maximum contribution percentage limits vary based upon the participant's
base salary. Annual tax-deferred contributions per participant for both
1997 and 1996 Plan years were limited to $9,500.
For each dollar contributed by a participant up to six percent of
compensation, the Company funds an additional matching amount. The
Company's matching contributions are seventy-five percent of the first
three percent of pay contributed by a participant and fifty percent of the
next three percent of pay contributed by a participant whether on a tax-
deferred or after-tax basis.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Company matching contributions vest in increments of
one-fifth each year, over a five-year period beginning with the
participant's hire date.
5
<PAGE>
NCR Savings Plan
Notes to Financial Statements
A participant becomes fully vested in their account (i) upon attainment of
age 65, (ii) upon retirement, (iii) upon termination of employment due to
a "reduction in force", (iv) in the event of death, or (v) in the event of
total and permanent disability. Upon termination of employment, a
participant is entitled to full distribution of their contributions and
all vested Company match contributions; all non-vested Company match
contributions will be forfeited. These forfeitures are reallocated to the
Plan's Very Conservative strategy and used to reduce future Company
contributions.
Participant Accounts
A participant may withdraw any employee tax-deferred contributions during
their employment in the case of a "hardship" (as defined by the Plan), and
a participant may withdraw after-tax employee contributions for any
reason. The participant may not withdraw any Company match contributions
or any earnings on Company match or employee contributions until they
terminate employment with the Company.
Participant Loans
Participants may borrow from the Plan, limited by restrictions set forth
in the Plan document. A fixed interest rate is applied to the loan based
on the prime rate (as reported by the Wall Street Journal) in effect on
the twentieth business day of the month, prior to the month of the
transaction. The term of the loan may be between 12 to 56 months. Upon
default, participants are considered to have received a distribution and
are subject to income taxes on the distribution amount.
Termination of the Plan
It is the present intention of the Company to continue the Plan
indefinitely. However, the Company reserves the right to terminate the
Plan at any time by action of the board of directors. No amendment or
termination of the Plan may adversely affect a participant's accrued
benefit on the date of the amendment or termination. No amendment may
change the requirement that the assets of the Savings Plan Trust (the
Trust) must be used for the exclusive benefit of the participants, the
former participants and the beneficiaries.
Upon termination of the Plan, the Company may, at its option, continue the
Trust in existence or cause the Trust to be liquidated. If the Trust is
liquidated, distributions will be made to the various participants, former
participants and beneficiaries in a single lump sum promptly after
liquidation is effective. If the Trust is not liquidated, distributions
will be made to the various participants when they cease employment.
For a complete description of the Plan, participants should refer to the
Plan Prospectus.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis
of accounting.
6
<PAGE>
NCR Savings Plan
Notes to Financial Statements
Investment Valuation and Income Recognition
All of the Plan's investments are stated at fair value, except for
guaranteed investment contracts included in the Plan's Conservative
strategy which, in accordance with generally accepted accounting
principles, are stated at contract value. Fair values have been estimated
based on quoted market amounts of the underlying investments.
Purchases and sales of securities are recorded on a trade-date basis.
Realized gains and losses from security transactions are reported on the
average cost method.
Plan Receivables and Payables
As of December 31, 1997, approximately $5,547,966 of interest, dividends
and other receivables and $7,151,790 of payables are included in the fair
market values of the investments as presented in the statement of net
assets available for benefits.
Plan Expenses
All initial and ongoing administrative costs of the Plan are paid by the
Company (the Plan Administrator) except for a $50 participant loan
application fee, brokerage fees and commissions which are included in the
cost of investments when purchased and in determining the net proceeds on
sales of investments, and investment management fees which will be paid
from the respective assets of the investment option.
The Plan's primary investment manager is Fidelity Investments
("Fidelity"). An affiliate of Fidelity also serves as the record keeper
for the Plan's participant data.
Payments to Withdrawing Participants
The Plan records payments to withdrawing participants at the time of
disbursement.
Rollover Contributions and Transfers
Participant rollover contributions and transfers from other defined
contribution plans are included as participant contributions in the
Statement of Changes in Net Assets Available for Benefits.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those
estimates.
3. Taxes
The Company received its latest favorable determination letter dated
November 6, 1995, from the Internal Revenue Service as to the qualified
status of the Plan under Section 401(a) of the Internal Revenue Code (the
Code). Therefore, the Plan's Administrator
7
<PAGE>
NCR Savings Plan
Notes to Financial Statements
believes that the Plan was qualified and the related Trust is exempt from
federal income taxes under Section 501(a) of the Code. Accordingly, income
taxes are not provided for in the accompanying financial statements.
Participant contributions, except for those contributions which
participants elect to be tax-deferred under Section 401(k), are taxable to
the participants in the year their contributions are made.
Participants are liable for federal income taxes relative to their Section
401(k) contributions, the Company match contributions, and the earnings of
the Plan when the contributions are distributed to them.
The Plan has been amended since receiving the determination letter.
However, the Plan's Administrator and the Plan's tax counsel believe that
the Plan is designed and currently being operated in compliance with the
applicable requirements of the Internal Revenue Code.
4. Description of AT&T, Lucent and NCR Unitized Stock Funds
Prior to January 1, 1997, the Plan offered a stock fund that invested in
common stock of NCR's then parent company, AT&T. In October, 1996, shares
of Lucent Technologies, Inc. ("Lucent") were distributed to shareholders of
AT&T. On December 31, 1996, shares of NCR were distributed to shareholders
of AT&T. The Plan established the Lucent and NCR Unitized Stock Funds to
hold the respective shares distributed to the Plan.
During 1997, no new contributions were directed to the Lucent or the AT&T
Unitized Stock Funds. Amounts invested in these two funds were to be
directed into the other investment options offered under the Plan until
December 31, 1997, at which time these funds were to be discontinued and
any remaining balances were to be transferred to the Very Conservative
Strategy. The Plan transferred the remaining balances into the Very
Conservative Fund on January 3, 1998. The NCR Unitized Stock Fund continues
to be a Plan investment option.
All of the stock funds are managed by Fidelity and are invested primarily
in the shares of the respective common stock. Portions of the funds may be
invested in short-term obligations and money market instruments for
administrative purposes.
5. Description of Investment Strategies and Mutual Fund Window
The Plan offers participants various investment strategies and a Mutual Fund
Window. The investment composition of the strategies and Mutual Fund Window
are described below, but the exact mix, or percentage invested in each of
the underlying investments or strategies, will vary from time to time.
8
<PAGE>
NCR Savings Plan
Notes to Financial Statements
The Very Conservative Strategy
Offers a portfolio consisting almost entirely of obligations issued or
guaranteed as to principal and interest by the U.S. Government or its
agencies and repurchase agreements secured by these obligations.
The Conservative Strategy
Offers a portfolio consisting largely of investment contracts issued by
insurance companies and banks. The remainder of the portfolio is invested
in the Barclays Global Investors (BGI) U.S. Debt Index Fund. For the years
ended December 31, 1997 and 1996, contracts with insurance companies held
in the Conservative Strategy had average yields of 6.76% and 7.03%,
respectively.
The Moderately Cautious Strategy
Offers a broad range of investment grade, interest-bearing securities
issued by the U.S. Government and its agencies, and by corporations. In
addition, a portion of the portfolio will be invested in common stocks
traded in the U.S. and in the Standard & Poor's Composite Index 500 stocks.
Investments include the BGI U.S. Debt Index Fund, BGI Index Fund, the BGI
Money Market Fund and the Fidelity Targeted Active Management - Broad
Duration Fund.
The Moderate Strategy
Offers a portfolio consisting of fifty to sixty percent in common stocks
publicly traded in the U.S., with the remainder invested in a broad range
of investment grade, fixed income securities. Investments include the
Fidelity Select Market Index Fund, Fidelity Targeted Active Management -
Broad Duration Fund, Fidelity U.S. Equity Index Portfolio, and the Columbus
Circle Small Cap Fund.
The Moderately Aggressive Strategy
Offers a portfolio of approximately sixty to eighty percent in U.S. and
internationally traded common stocks with the remainder consisting of a
broad range of investment grade, interest-bearing securities issued by the
U.S. Government and its agencies, and by corporations. Investments include
the Fidelity Select Market Index Fund, BGI EAFE Equity Fund and the
Columbus Circle Small Cap Fund.
The Aggressive Strategy
Offers a portfolio primarily of common stocks diversified across sectors of
domestic and foreign markets. Investments include the Fidelity Magellan
Fund, the Fidelity Select Market Index Fund, the Fidelity Select
International EAFE Index Fund and the Columbus Circle Small Cap Fund.
9
<PAGE>
NCR Savings Plan
Notes to Financial Window
The Mutual Fund Window
Offers a choice of the following retail mutual funds: Columbia Fixed Income
Securities Fund, Fidelity Balanced Fund, Fidelity Growth and Income Fund,
Fidelity Contrafund, Templeton Foreign Fund and Twentieth Century Ultra
Investors Fund. The funds are presented in the aggregate in the
accompanying financial statements. See Note 6 regarding changes in
investment strategies.
Other
The Plan had invested in an Executive Life contract which represented a
separate account whose balance was frozen as of April 1991 due to the
Chapter 11 bankruptcy filing of Executive Life's parent, First Executive
Corporation. As a result, participants could not withdraw or transfer the
segregated amounts from their accounts until the court supervised
reorganization of Executive Life progressed.
During 1994, the Company obtained approval from the Department of Labor to
loan to the Plan the amount necessary to liquidate the participants' frozen
investment in the contract, including earnings at a reasonable interest
rate during the frozen period. Accordingly, the Company made a loan to the
Plan of approximately $3,400,000 consisting of $2,100,000 of principal and
$1,300,000 of interest. Prior to the loan, Executive Life paid to the Plan
$2,800,000 toward the frozen contract. All subsequent payments received
from Executive Life will be used as credit against future Company
contributions. Approximately $560,000 of payments were received by the Plan
during 1995. No payments were received in 1996 or 1997. The loan has not
been recorded in the December 31, 1997 or 1996 financial statements of the
Plan, as it will be forgiven by the Company to the extent the ultimate
recovery on the contract is less than the amount of the loan.
As of December 31, 1997, the Fidelity Select Equity Fund, Fidelity Magellan
Fund, Fidelity Broad Market Fund, Fidelity Growth & Income Fund, and the
Fidelity Contrafund, which are held as investments by some of the above
investment strategies accounted for 15%, 10%, 9%, 6% and 6%, respectively,
of the total net assets available for benefits.
6. Changes in Investment Strategies
During 1997, the Plan offered a Mutual Fund Window containing the
previously mentioned six retail mutual funds. Three of these funds -
Fidelity Growth and Income Fund, Fidelity Contrafund and American Century
Ultra Investors Fund - will continue to be offered in the Plan as part of
the Style Options (a new investment option offered in 1998 containing nine
mutual funds).
The remaining three mutual funds - Columbia Fixed Income Securities Fund,
Fidelity Balanced Fund and Templeton Foreign Fund - are planned to be
discontinued on December 31, 1998. Amounts currently invested within these
funds may be directed into the other investment options offered under the
Plan until December 31, 1998, at which time, any remaining balances within
the Columbia Fixed Income Securities Fund, Fidelity Balanced Fund and
Templeton Foreign Fund will be transferred to the Lehman Aggregate Market
10
<PAGE>
NCR Savings Plan
Notes to Financial Statements
Index Option, Fidelity Puritan Fund and Fidelity Diversified International
Fund, respectively.
The Plan held within the Aggressive Strategy a cash balance totaling 15% of
the total net assets available for benefits at December 31, 1997. This cash
balance was used to purchase new investments which settled on January 2,
1998.
The investment options for the plan year 1998 will include six investment
strategies, an NCR Unitized Stock Fund, Style Options (nine mutual funds),
Market Index Options (three options) and a Very Conservative Option (money
market fund).
11
<PAGE>
NCR Savings Plan
Notes to Financial Statements
7. Cost and Fair Market Values of Investment Options
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
------------------------------------------------- -------------------------------------------------
Number of Price Fair Market Number of Price Fair Market
Investments Cost Units Per Unit Value Cost Units Per Unit Value
- ------------------------------ -------------- ---------- -------- -------------- ------------ ---------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Very conservative strategy $ 41,691,328 42,075,521 $ 1.00 $ 42,075,521 $ 35,550,419 35,550,419 $ 1.00 $ 35,550,419
Conservative strategy 75,125,162 5,583,903 $15.16 84,651,964 76,915,581 5,903,718 $14.04 82,888,197
Moderately cautious strategy 49,230,795 3,498,421 $22.74 79,554,091 47,026,768 3,516,981 $19.19 67,486,782
Moderate strategy 72,373,983 4,260,956 $29.15 124,206,866 63,940,744 4,042,203 $24.27 98,104,261
Moderately aggresive strategy 96,382,908 4,177,394 $34.59 144,496,059 72,408,974 3,522,586 $28.71 101,133,449
Aggressive strategy 422,942,171 10,815,466 $44.54 481,720,866 313,919,435 10,210,273 $35.99 367,467,719
Mutual fund window:
Columbia Fixed Income Fund 4,037,119 306,498 $13.41 4,110,143 2,086,825 159,986 $13.08 2,092,618
Fidelity Growth & Income Fund 71,958,333 2,220,020 $38.10 84,582,746 27,321,016 996,723 $30.73 30,629,302
Fidelity Global Balanced Fund 6,833,746 461,840 $15.27 7,052,301 1,999,945 149,291 $14.08 2,102,021
Fidelity Contrafund 70,808,765 1,663,401 $46.63 77,564,375 33,501,178 877,537 $42.15 36,988,177
Templeton Foreign Fund 23,790,654 2,336,115 $ 9.95 23,244,347 14,211,441 1,469,545 $10.36 15,224,488
Twentieth Century Ultra Fund 48,803,929 1,716,281 $27.30 46,854,477 23,874,253 903,751 $28.09 25,386,366
AT&T Unitized Stock Fund 25,585,048 1,283,301 $34.16 43,837,574 98,053,350 52,894,467 $23.57 124,672,743
Lucent Unitized Stock Fund 13,415,015 519,300 $44.71 23,217,885 38,880,494 1,639,669 $26.48 43,418,437
NCR Unitized Stock Fund 32,430,937 1,871,445 $15.65 29,288,110 6,244,793 330,538 $18.89 6,244,812
Short-term investments 1,500,453 1,508,989 $ 1.00 1,508,989 1,102,390 1,102,390 $ 1.00 1,102,390
Participant loans 23,011,264 N/A N/A 23,011,264 21,653,085 N/A N/A 21,653,085
-------------- -------------- ------------ --------------
Total investments $1,079,921,610 N/A N/A $1,320,977,578 $878,690,691 N/A N/A $1,062,145,266
-------------- -------------- ------------ --------------
</TABLE>
12
<PAGE>
NCR Savings Plan
Supplemental Schedules
<PAGE>
NCR Savings Plan
Item 27a-Schedule of Assets Held for Investment Purposes
December 31, 1997
- -----------------
<TABLE>
<CAPTION>
Fair Market
Identity of Issue Cost Value
- -------------------------------------------------------- ------------------- -------------------
<S> <C> <C>
Cash (a) $ 199,177,490 $ 199,177,490
Interest bearing cash:
State Street Short Term Inv. Fund 1,500,453 1,500,453
BGI Money Market Fund 350 350
Common/Collective Trusts:
BGI Equity Index 12,480,338 32,139,589
BGI U.S. Debt Index Fund 47,512,982 64,565,668
Registered Investment Companies:
Fidelity Managed Inv. Contract Portfolio (GICs) (b) 36,357,826 36,357,826
Fidelity Inst. Cash Portfolio (b) 22,782,094 22,782,094
Fidelity Retirement Money Market (b) 26,750,028 26,942,539
Fidelity Broad Market Management (b) 100,811,294 119,221,398
Fidelity Select Equity Portfolio (b) 125,964,450 191,676,638
Fidelity U.S. Equity Index Portfolio (b) 13,009,883 28,243,843
Fidelity Magellan Fund Inc. (b) 96,397,807 127,726,277
Fidelity Select International Portfolio (b) 48,915,291 56,360,924
Fidelity Growth & Income Portfolio (b) 71,958,333 84,582,746
Fidelity Global Balanced Fund (b) 6,833,746 7,052,301
Fidelity Contrafund (b) 70,808,765 77,564,375
Columbia Fixed Income Fund 4,037,119 4,110,143
Templeton Foreign Fund 23,790,654 23,244,347
Twentieth Century Ultra Fund 48,803,929 46,854,477
Columbus Circle Small Cap Fund 28,777,478 51,519,267
Employer related investments:
NCR Common Stock 31,239,973 29,288,110
AT&T Common Stock 25,585,048 43,837,574
Lucent Common Stock 13,415,015 23,217,885
Participant Loans (c) 23,011,264 23,011,264
------------------- -------------------
$1,079,921,610 $1,320,977,578
=================== ===================
</TABLE>
(a) Implementation of new investments, securities settled January 2, 1998.
(b) An affiliate of Fidelity acts as the record keeper.
(c) The participant loan rates are approximately between 6.0% - 9.5%. The
term of the loans are between 12 to 56 months.
14
<PAGE>
NCR Savings Plan
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(h) Current
Value
(f) Expense of Assets
(a) Identity Incurred on Trans- (i) Net
of Party (b) Description Number of (c) Purchase (d) Selling (e) Lease with (g) Cost action Gain or
Involved of Assets Transactions Price Price Rental Transaction of Assets Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Very
Investments Conservative 256 $ 51,922,681 - - - - $ 51,922,681 -
Strategy 253 - $ 46,007,513 - - $ 46,007,513 - -
Fidelity Conservative
Investments Strategy 253 27,267,666 - - - - 27,267,666 -
253 - 31,846,325 - - 27,728,031 - $ 4,118,294
Fidelity Moderately
Investments Aggressive 252 41,140,168 - - - - 41,140,168 -
Strategy 251 - 19,549,876 - - 13,715,072 - 5,834,804
Fidelity Aggressive
Investments Strategy 253 97,332,260 - - - - 97,332,260 -
253 - 67,606,779 - - 43,332,412 - 24,274,367
Fidelity AT&T Stock Fund 247 37,516 - - - - 37,516 -
Investments 250 - 109,421,943 - - 66,666,553 - 42,755,390
Fidelity NCR Stock Fund 249 43,494,847 - - - - 43,494,847 -
Investments 248 - 15,926,862 - - 15,914,342 - 12,520
Fidelity Twentieth Century
Investments Ultra 253 38,891,975 - - - - 38,891,975 -
243 - 14,606,421 - - 13,765,624 - 840,797
Fidelity Fidelity
Investments Contrafund 253 51,971,968 - - - - 51,971,968 -
245 - 15,861,970 - - 14,355,857 - 1,506,113
Fidelity Fidelity
Investments Growth & Inc. 253 57,881,080 - - - - 57,881,080 -
244 - 14,674,299 - - 13,243,211 - 1,431,088
----- ------------ ------------ ----- ----- ------------ ------------ -----------
4,509 $409,940,161 $335,501,988 - - $254,728,615 $409,940,161 $80,773,373
----- ------------ ------------ ----- ----- ------------ ------------ ------------
</TABLE>
15
<PAGE>
SIGNATURES
NCR Savings Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Savings Plan Committee has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
NCR SAVINGS PLAN
By: /s/ L.R. Tashenberger
NCR Savings Plan Administrator
Date: June 24, 1998
<PAGE>
Exhibit Index
Exhibit No.
- -----------
23 Consent of Price Waterhouse LLP
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of the NCR Savings Plan (Registration No. 333-18803) of
our report dated June 12, 1998 appearing in this Annual Report on Form 11-K for
the years ended December 31, 1997 and 1996.
PRICE WATERHOUSE LLP
Dayton, Ohio
June 12, 1998
