<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)
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For the fiscal year ended December 31, 1999
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
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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
Financial Statements and
Supplemental Schedule
December 31, 1999 and 1998
<PAGE>
NCR Savings Plan
Index to Financial Statements
and Supplemental Schedule
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Page(s)
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Report of Independent Accountants...................................... 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998.............................. 3
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1999................. 4
Notes to Financial Statements..................................... 5-9
Supplemental Schedule*:................................................ 10
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes At End of Year ...................................... 11
* Other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted because
they are not applicable.
<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, 1999 and 1998, and the
changes in net assets available for benefits for the year ended December 31,
1999, in conformity with accounting principles generally accepted in the United
States. 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 auditing standards generally accepted in the United States,
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
Schedule H, "Schedule of Assets Held for Investment Purposes at End of Year," is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ PriceWaterhouseCoopers LLP
Dayton, Ohio
June 26, 2000
2
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NCR Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
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December 31
1999 1998
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Assets
Investments at fair value:
Very Conservative Strategy $ 101,322,963 $ 87,014,273
Conservative Strategy 94,087,525 90,585,940
Moderately Cautious Strategy 82,712,938 90,390,421
Moderate Strategy 136,807,909 136,188,981
Moderately Aggressive Strategy 191,793,497 166,482,245
Aggressive Strategy 718,234,354 554,309,685
Very Aggressive Strategy 18,211,032 10,096,433
NCR Unitized Stock Fund 86,592,895 58,404,562
Market Index Options 28,302,649 20,332,222
Mutual funds 472,747,173 351,664,334
Participant loans 22,179,441 22,223,759
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Total investments 1,952,992,376 1,587,692,855
Receivables 3,087,696 6,558,765
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Total assets 1,956,080,072 1,594,251,620
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Liabilities
Accounts payable 1,784,634 1,821,248
Accrued expenses 502,154 412,455
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Total liabilities 2,286,788 2,233,703
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Net assets available for benefits $1,953,793,284 $1,592,017,917
=============== ===============
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
For the Year Ended December 31, 1999
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Year Ended
December 31, 1999
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Additions
Additions to net assets attributed to:
Investment income:
Net realized and unrealized gains $ 315,954,256
Interest 9,358,343
Dividends 45,160,145
Interest on participant loans 889,018
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Total investment income 371,361,762
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Contributions:
Participant 68,571,225
Employer, net of forfeitures 27,169,285
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Total contributions 95,740,510
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Total additions 467,102,272
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Deductions
Deductions from net assets attributed to:
Benefits paid to participants 103,128,668
Administrative expenses 2,198,237
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Total deductions 105,326,905
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Net increase 361,775,367
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Net assets available for benefits
Beginning of year 1,592,017,917
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End of year $ 1,953,793,284
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The accompanying notes are an integral part of these financial statements.
4
<PAGE>
NCR Savings Plan
Notes to Financial Statements
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1. Description of the Plan
General
The NCR Savings Plan (the Plan) is a defined contribution plan established
on 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.
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 also 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 the 1999
and 1998 Plan years were limited to $10,000.
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.
Participants direct their contributions, as well as the Company's matching
contributions, among various investment strategies, as well as mutual
funds, market index funds, a money market fund and the NCR Unitized Stock
Fund, which invests primarily in NCR Common Stock. The investment
strategies are comprised of a combination of mutual funds and are managed
to derive returns subject to the associated risk tolerance.
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
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Participants become 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,
participants are 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
matching contributions. During the Plan year, forfeitures used to offset
Company matching contributions are considered immaterial in relation to the
Plan taken as a whole.
Participant Accounts
Each participant's account is credited with the participant's
contributions, Company contributions and Plan earnings. Participants'
accounts are valued on a daily basis. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account balance.
Participants may withdraw any employee tax-deferred contributions during
their employment in the case of a "hardship" (as defined by the Plan), and
participants may withdraw after-tax employee contributions for any reason.
The participants 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 and 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
benefits 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.
6
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NCR Savings Plan
Notes to Financial Statements
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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.
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, "Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters" (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999. Accordingly,
information previously required to be disclosed about participant-directed
fund investment programs is not presented in the Plan's 1999 financial
statements. The Plan's 1998 financial statements have been presented to
conform to the 1999 presentation.
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 Expenses
All initial and ongoing administrative costs of the Plan are paid by the
Company, except for a $50 participant loan application fee. Brokerage fees
and commissions are included in the cost of investments when purchased and
in determining the net proceeds on sales of investments. Investment
management fees are paid from the respective assets of the investment
option.
The Plan's primary investment manager is Fidelity Investments (Fidelity).
An affiliate of Fidelity serves as the record keeper for the Plan's
participant data. Another affiliate of Fidelity serves as the trustee of
the Plan.
Payments to Withdrawing Participants
The Plan records payments to withdrawing participants at the time of
disbursement.
7
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NCR Savings Plan
Notes to Financial Statements
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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. Investments
The following presents investments that represent 5 percent or more of the
Plan's net assets.
<TABLE>
<CAPTION> December 31
1999 1998
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<S> <C> <C>
BGI U.S. Debt Index Fund, 12,070,832 and 11,846,967 shares,
respectively $150,764,688 $143,733,917
Fidelity Contrafund, 1,820,499 and 1,620,358 shares,
respectively 109,266,333 92,020,115
Fidelity Institutional Cash Portfolio, 99,741,757 and 94,359,795
shares, respectively 99,741,757 94,359,795
Fidelity Magellan Fund Inc., 1,600,875 and 1,261,650 shares,
respectively 218,727,563 152,432,571
Fidelity Select Equity Portfolio, 6,187,978 and 5,979,026 shares,
respectively 273,632,398 220,386,885
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $315,954,256 as follows:
<TABLE>
<S> <C>
Mutual funds and common/collective trusts $315,908,637
Common stock 45,619
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$315,954,256
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</TABLE>
8
<PAGE>
NCR Saving Plan
Notes to Financial Statements
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4. 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 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 Code.
9
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NCR Savings Plan
Supplemental Schedule
10
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NCR Savings Plan
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year*
December 31, 1999
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<TABLE>
<CAPTION>
Number of Fair Market
Identity of Issue Shares Value
--------------------------------------------------------------------- --------------------- ---------------------
<S> <C> <C>
Common/Collective Trusts:
BGI Equity Index 2,160,911 $ 41,295,020
BGI EAFE Index 1,211,742 28,318,396
BGI Russell 2000 1,181,331 13,857,015
BGI U.S. Debt Index Fund 12,070,832 150,764,688
Registered Investment Companies:
Alliance Quasar 89,510 2,527,765
American Century Ultra Invests Fund 1,976,297 90,474,873
Axe Houghton Small Cap Fund 5,362,989 88,124,632
Columbus Circle Small Cap Fund 542,027 19,749,296
Fidelity Aggressive Equity Fund (a) 81,093 73,760,158
Fidelity Broad Market Management (a) 2,823,345 47,234,561
Fidelity Contrafund (a) 1,820,499 109,266,333
Fidelity Diversified International (a) 697,364 17,866,453
Fidelity Growth & Income Portfolio (a) 2,009,179 94,752,870
Fidelity Institutional Cash Portfolio (a) 99,741,757 99,741,757
Fidelity Magellan Fund Inc. (a) 1,600,875 218,727,563
Fidelity Managed Inv. Contract Portfolio (GIC's) (a) 15,673,850 15,673,850
Fidelity Puritan Fund (a) 485,781 9,244,415
Fidelity Retirement Money Market (a) 65,859,926 65,859,926
Fidelity Select Equity Portfolio (a) 6,187,978 273,632,398
Fidelity Select International Portfolio (a) 1,064,782 94,680,424
Fidelity U.S. Equity Index Portfolio (a) 1,138,618 47,890,287
Janus Worldwide 674,915 51,583,738
Legg Mason Small Cap Fund 4,148,449 74,572,523
Legg Mason Value Trust 9,359,134 56,436,139
PIMCO Small Cap 3,877,756 59,015,561
Employer Related Investment:
NCR Common Stock 2,264,351 85,762,294
Participant loans (b) 22,179,441
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$1,952,992,376
=====================
</TABLE>
(a) Separate affiliates of Fidelity (party in interest) act as the trustee and
record keeper of the Plan.
(b) The participant loan interest rates are between 7.25%-9.25%. The loan terms
are between 12 and 56 months.
* This schedule represents those assets required to be reported under
Department of Labor Section 2520.103-11 and Form 5500 Schedule H, Line 4i.
11
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NCR Savings Plan. Pursuant to the requirements of the Securities Exchange Act of
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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/ Bo Sawyer
NCR Savings Plan Administrator
Date: June 28, 2000
<PAGE>
Exhibit Index
Exhibit No.
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23 Consent of PricewaterhouseCoopers LLP
