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 NCR Savings Plan Index to Financial Statements and Supplemental Schedules --------------------------
Pages ----- 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 NCR Savings Plan Financial Statements and Supplemental Schedules December 31, 1997 and 1996 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 The accompanying notes are an integral part of these financial statements 3
NCR Savings Plan Statements of Net Assets Available for Benefits December 31, 1997 and 1996 - ------------------------------------------------------------------------------------------------------------------ 1997 1996 ----------------- ------------------ Assets 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 =================== ==================== NCR Savings Plan Statement of Changes in Net Assets Available for Benefits (with strategy and fund information For the Year Ended December 31, 1997 ____________________________________________________________________________ 4
Participant-Directed ----------- ----------- ----------- ------------ ----------------------------------------------- Very Moderately Moderately Mutual Conservative Conservative Cautious Moderate Aggressive Aggressive Fund Strategy Strategy Strategy Strategy Strategy Strategy Window ----------- ----------- ----------- ------------ ------------ ------------ ------------- 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 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 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 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 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 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 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 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 NCR Savings Plan Notes to Financial Statements 7. Cost and Fair Market Values of Investment Options 12
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 - ------------------------------ -------------- ---------- -------- -------------- ------------ ---------- -------- -------------- 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 -------------- -------------- ------------ -------------- NCR Savings Plan Supplemental Schedules NCR Savings Plan Item 27a-Schedule of Assets Held for Investment Purposes December 31, 1997 - ----------------- (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
Fair Market Identity of Issue Cost Value - -------------------------------------------------------- ------------------- ------------------- 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 =================== =================== NCR Savings Plan Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997 - ------------------------------------------------------------------------------- 15
(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) 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 ----- ------------ ------------ ----- ----- ------------ ------------ ------------ 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 Exhibit Index Exhibit No. - ----------- 23 Consent of Price Waterhouse LLP
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