SC 13G 1 ncr13g.txt NCR 13G 1 NCR13G.doc SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Initial Filing)* NCR Corporation ________________________________________________________ (Name of Issuer) Common Stock _______________________________________________________ (Title of Class and Securities) 62886E108 _______________________________________________________ (CUSIP Number of Class of Securities) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) CUSIP No. 62886E108 13G __________________________________________________________________ ___________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 __________________________________________________________________ ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X __________________________________________________________________ ___________ (3) SEC USE ONLY __________________________________________________________________ ___________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee __________________________________________________________________ ___________ :(5) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 2,361,000 shares OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) SHARED OR NO VOTING POWER 3,114,600 shares (Shared) 1,300,800 shares (None) __________________________________________ :(7) SOLE DISPOSITIVE POWER (Discretionary Accounts) : 3,661,800 shares __________________________________________ :(8) SHARED OR NO DISPOSITIVE POWER : 3,114,600 shares (Shared) 0 shares (None) __________________________________________________________________ ___________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Discretionary & Non-discretionary Accounts) 6,776,400 shares __________________________________________________________________ ___________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES __________________________________________________________________ ___________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9 % __________________________________________________________________ ___________ (12) TYPE OF REPORTING PERSON IA __________________________________________________________________ ___________ CUSIP No. 62886E108 13G __________________________________________________________________ ___________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. ###-##-#### __________________________________________________________________ ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X __________________________________________________________________ ___________ (3) SEC USE ONLY __________________________________________________________________ ___________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States __________________________________________________________________ ___________ :(5) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) SHARED VOTING POWER : None __________________________________________ :(7) SOLE DISPOSITIVE POWER : None __________________________________________ :(8) SHARED DISPOSITIVE POWER : None __________________________________________________________________ ___________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3 ) __________________________________________________________________ ___________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES __________________________________________________________________ ___________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% __________________________________________________________________ ___________ (12) TYPE OF REPORTING PERSON IN __________________________________________________________________ ___________ Item 1. (a). Name of Issuer: NCR Corporation ("Issuer") (b). Address of Issuer's Principal Executive Offices: 1700 South Patterson Blvd. Dayton, OH 45479 Item 2. (a) and (b). Names and Principal Business Addresses of Persons Filing: (1) Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (2) Mr. O. Mason Hawkins Chairman of the Board and C.E.O. Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (c). Citizenship: Southeastern Asset Management, Inc. - A Tennessee corporation Mr. O. Mason Hawkins - U.S. Citizen (d). Title of Class of Securities: Common Stock (the "Securities"). (e). Cusip Number: 62886E108 Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b), check whether the person filing is a: (d.) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. This statement is being filed by Southeastern Asset Management, Inc. as a registered investment adviser. All of the securities covered by this report are owned legally by Southeastern's investment advisory clients and none are owned directly or indirectly by Southeastern. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Southeastern Asset Management, Inc. is the beneficial owner of any of the securities covered by this statement. (g.) Parent Holding Company. This statement is also being filed by Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of Southeastern Asset Management, Inc. in the event he could be deemed to be a controlling person of that firm as the result of his official positions with or ownership of its voting securities. The existence of such control is expressly disclaimed. Mr. Hawkins does not own directly or indirectly any securities covered by this statement for his own account. As permitted by Rule 13d- 4, the filing of this statement shall not be construed as an admission that Mr. Hawkins is the beneficial owner of any of the securities covered by this statement. Item 4. Ownership: (a). Amount Beneficially Owned: (At 12/31/02) 6,776,400 shares (b). Percent of Class: 6.9% Above percentage is based on 97,561,946 shares of common stock outstanding. (c). Number of shares as to which such person has: (i). sole power to vote or to direct the vote: 2,361,000 shares (ii). shared or no power to vote or to direct the vote: Shared - 3,114,600 shares. Securities owned by the following series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, as follows: Longleaf Partners Small-Cap Fund - 3,114,600 shares No Power to Vote: 1,300,800 shares (iii). sole power to dispose or to direct the disposition of: 3,661,800 shares (iv). shared or no power to dispose or to direct the disposition of: Shared - 3,114,600 shares Securities owned by the following series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, as follows: Longleaf Partners Small-Cap Fund - 3,114,600 No Power to Dispose: 0 shares Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More Than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signatures After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: February 3, 2003 Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________________ Andrew R. McCarroll Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________ Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of February 3, 2003. Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________________ Andrew R. McCarroll Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________