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, 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 - -------------------------------------------------------------------------------- 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 NCR Savings Plan Financial Statements and Supplemental Schedule December 31, 1999 and 1998 NCR Savings Plan Index to Financial Statements and Supplemental Schedule ------------------------- Page(s) ------- 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. 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 NCR Savings Plan Statements of Net Assets Available for Benefits December 31, 1999 and 1998 - ------------------------------------------------------------------------------ December 31 1999 1998 --------------- --------------- 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 --------------- --------------- Total investments 1,952,992,376 1,587,692,855 Receivables 3,087,696 6,558,765 --------------- --------------- Total assets 1,956,080,072 1,594,251,620 --------------- --------------- Liabilities Accounts payable 1,784,634 1,821,248 Accrued expenses 502,154 412,455 --------------- --------------- Total liabilities 2,286,788 2,233,703 --------------- --------------- 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 NCR Savings Plan Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 1999 - ------------------------------------------------------------------- Year Ended December 31, 1999 ----------------- 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 ----------------- Total investment income 371,361,762 ----------------- Contributions: Participant 68,571,225 Employer, net of forfeitures 27,169,285 ----------------- Total contributions 95,740,510 ----------------- Total additions 467,102,272 ----------------- Deductions Deductions from net assets attributed to: Benefits paid to participants 103,128,668 Administrative expenses 2,198,237 ----------------- Total deductions 105,326,905 ----------------- Net increase 361,775,367 ----------------- Net assets available for benefits Beginning of year 1,592,017,917 ----------------- End of year $ 1,953,793,284 ================= The accompanying notes are an integral part of these financial statements. 4 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 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 NCR Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 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 NCR Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 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 NCR Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 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. 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:
December 31 1999 1998 ------------- ------------ 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 8
Mutual funds and common/collective trusts $315,908,637 Common stock 45,619 ------------------ $315,954,256 ------------------ NCR Saving Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 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 NCR Savings Plan Supplemental Schedule 10 NCR Savings Plan Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year* December 31, 1999 - -------------------------------------------------------------------------------- (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
Number of Fair Market Identity of Issue Shares Value - --------------------------------------------------------------------- --------------------- --------------------- 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 --------------------- $1,952,992,376 ===================== 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/ Bo Sawyer NCR Savings Plan Administrator Date: June 28, 2000 Exhibit Index Exhibit No. - ----------- 23 Consent of PricewaterhouseCoopers LLP
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 26, 2000 relating to the financial statement of the NCR Savings Plan, which appears in this Form 11-K. /s/ PriceWaterhouseCoopers LLP Dayton, Ohio June 26, 2000