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<SEC-DOCUMENT>0001021408-03-000316.txt : 20030114
<SEC-HEADER>0001021408-03-000316.hdr.sgml : 20030114
<ACCEPTANCE-DATETIME>20030114144945
ACCESSION NUMBER:		0001021408-03-000316
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030114
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NCR CORP
		CENTRAL INDEX KEY:			0000070866
		STANDARD INDUSTRIAL CLASSIFICATION:	CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578]
		IRS NUMBER:				310387920
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00395
		FILM NUMBER:		03513412

	BUSINESS ADDRESS:	
		STREET 1:		1700 S PATTERSON BLVD
		STREET 2:		CORP POLICIES WHQ-3
		CITY:			DAYTON
		STATE:			OH
		ZIP:			45479
		BUSINESS PHONE:		9374455000

	MAIL ADDRESS:	
		STREET 1:		1700 S PATTERSON BLVD
		CITY:			DAYTON
		STATE:			OH
		ZIP:			45479

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NATIONAL CASH REGISTER CO
		DATE OF NAME CHANGE:	19740617
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



       Date of Report (date of earliest event reported): January 14, 2003



                                 NCR CORPORATION
             (Exact name of registrant as specified in its charter)

                        Commission File Number 001-00395



              Maryland                                      31-0387920

  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                      Identification No.)




                             1700 S. Patterson Blvd.
                               Dayton, Ohio 45479

              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (937) 445-5000

                                       N/A

          (Former name or former address, if changed since last report)


<PAGE>

Item 5.     Other

On January 14, 2003, the Company issued a press release announcing
fourth-quarter charges for real estate consolidation and restructuring, asset
impairment and pension liabilities, and updating fourth quarter 2002 earnings
expectations and providing initial earnings guidance for 2003. The press release
is included as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference.

Item 7.     Financial Statements and Exhibits

The following exhibit is filed herewith:

99.1        Press Release dated January 14, 2003.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           NCR CORPORATION

Date: January 14, 2003                        By:  /s/  Earl Shanks
                                              -----------------------------

                                              Senior Vice President
                                              and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE DATED JANUARY 14, 2003
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                                               1700 South Patterson Boulevard
                                               Dayton, OH  45479
         [LOGO]
          NCR                                  NEWS RELEASE
Transforming Transactions
   into Relationships

For media information:                         For investor information:

John Hourigan                                  Gregg Swearingen
NCR Corporation                                NCR Corporation
937-445-2078                                   937-445-4700
john.hourigan@ncr.com                          gregg.swearingen@ncr.com

For Release on January 14, 2003

      NCR Details Fourth-Quarter Charges for Real Estate Consolidation and
            Restructuring, Asset Impairment and Pension Liabilities

      Company updates fourth-quarter 2002 expectations and provides initial
      guidance for 2003

         DAYTON, Ohio - NCR Corporation (NYSE: NCR) today announced that it will
include pre-tax, real estate consolidation and restructuring and
asset-impairment charges of approximately $43 million in its 2002 fourth-quarter
results. Approximately $25 million of these charges relate to the company's
previously announced re-engineering initiatives to improve the profitability of
NCR and are primarily comprised of costs incurred from consolidation of
facilities. Approximately $18 million of the charges relate to the impairment of
marketable securities in Japan and the write-down of other assets.

         Approximately half of these charges affect NCR's operating income with
the remainder included in Other Expense. The impact on operating income is
expected to result in the company reporting fourth-quarter operating income of
$75-$80 million, which is roughly at the low end of the company's previous
operating income guidance range of $100-$115 million, after consideration of the
charges. In addition, for the quarter, NCR expects to benefit from a lower
annual effective tax rate. Including the combined effect of the fourth-quarter
charges and the lower annual effective tax rate, NCR expects to report earnings
per share of approximately $0.50.

                                     -more-

<PAGE>

                                      -2-

Pension-Related Items

         As previously disclosed, NCR is taking a non-cash charge to retained
earnings for additional minimum liabilities associated with the company's
pension plans. NCR anticipates that this fourth-quarter pre-tax charge will be
approximately $850 million. This charge will not have any effect on
fourth-quarter earnings, the company's 2003-2004 cash flow or debt covenants,
nor will it otherwise impact the business operations of the company.

         Due primarily to the poor performance of the equity markets over the
last few years and changes to NCR's pension and actuarial assumptions, NCR
expects pension expense of approximately $95 million in 2003, compared to
pension income of $74 million in 2002. As it relates to NCR's largest pension
plan, the company has reduced its expected rate of return on its U.S. pension
plan assets to 8.5 percent as compared to 10 percent in 2002. The discount rate,
which is used to calculate the present value of the company's future U.S.
pension liability, has been reduced to 6.75 percent in 2003 from the
7.25-percent rate used in 2002.

         NCR contributed approximately $60 million of cash to its pension plans
in 2002. NCR expects the cash contributions to its pension plans will increase
to approximately $80 million in 2003. Including these increased pension
contributions in 2003, NCR anticipates positive free cash flow, which the
company defines as operating cash flow less capital expenditures.

         Commenting on the real estate consolidation and restructuring charges,
NCR Senior Vice President and Chief Financial Officer Earl Shanks said, "These
charges are a result of our actions to better position NCR and to drive lower
infrastructure costs. At the same time we focused on these initiatives, we also
delivered solid operating results in the fourth quarter."

         "Due to the adverse results in the equity markets over the last few
years and reduced actuarial assumptions, 2003 operating income will see a $169
million year-over-year decline related to pension. We expect to partially offset
this decline with improved operating performance of our businesses in 2003. This
performance should enable us to continue improving the cash flow generation of
the company, leading to positive free cash flow in 2003," Shanks concluded.

2003 Guidance

         Including the effects of pension expense and approximately $50-$60
million of cost savings from re-engineering initiatives, NCR anticipates
operating income for 2003 to be

                                     -more-

<PAGE>

                                      -3-

approximately $90-$100 million and earnings per share of $0.45-$0.50. Although
NCR's re-engineering efforts should increasingly benefit its financial results
throughout 2003, the first quarter will be challenging due to seasonal patterns
and continued adverse market conditions.

         More details regarding fourth-quarter results, including these charges,
and 2003 guidance will be provided when NCR releases its 2002 fourth-quarter
financial results on Jan. 23, 2003.

About NCR Corporation

         NCR Corporation (NYSE: NCR) is a leading global technology company
helping businesses build stronger relationships with their customers. NCR's
ATMs, retail systems, Teradata(R) data warehouses and IT services provide
Relationship TechnologyTM solutions that maximize the value of customer
interactions. Based in Dayton, Ohio, NCR (www.ncr.com) employs approximately
30,100 people worldwide.

                                      # # #

NCR and Teradata are trademarks or registered trademarks of NCR Corporation in
the United States and other countries.

Note to Investors

         This news release contains forward-looking statements, including
statements as to anticipated or expected results, beliefs, opinions and future
financial performance, within the meaning of Section 21E of the Securities and
Exchange Act of 1934. Forward-looking statements include projections of revenue,
profit growth and other financial items, future economic performance and
statements concerning analysts' earnings estimates, among other things. These
forward-looking statements are based on current expectations and assumptions and
involve risks and uncertainties that could cause NCR's actual results to differ
materially.

         In addition to the factors discussed in this release, other risks and
uncertainties include: the duration and intensity of the economic recession and
its impact on the markets in general or on our ability to meet our commitments
to customers, the ability of our suppliers to meet their commitments to us, or
the timing of purchases (including upgrades to existing data warehousing
solutions and retail point-of-service solutions) by our current and potential
customers and other general economic and business conditions; the timely
development, production or acquisition and market acceptance of new and existing
products and services (such as self-checkout and

                                     -more-

<PAGE>

                                      -4-

electronic shelf labeling technologies, ATM outsourcing and enterprise data
warehousing), including our ability to accelerate market acceptance of new
products and services; shifts in market demands, continued competitive factors
and pricing pressures, and their impact on our ability to improve gross margins
and profitability, especially in our more mature offerings such as Retail Store
Automation and Financial Self Service solutions; short product cycles, rapidly
changing technologies and maintaining competitive leadership position with
respect to our solution offerings, particularly data warehousing technologies;
tax rates; ability to execute our business plan; turnover of workforce and the
ability to attract and retain skilled employees, especially in light of recent
cost-control measures taken by us; availability and successful exploitation of
new acquisition and alliance opportunities; and continued efforts to establish
and maintain best-in-class internal information technology and control systems;
and other factors detailed from time to time in the company's Securities and
Exchange Commission reports and the company's annual reports to stockholders.
The company does not undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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