<PAGE> 1
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
X of 1934 (No Fee Required)
For the fiscal year ended December 31, 1996
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
<PAGE> 2
NCR SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
PAGES
Reports of Independent Accountants......................................... 2-3
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995.................................... 4
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1996
(with strategy and fund information)................................ 5
Notes to Financial Statements.........................................6-12
Supplemental Schedules:..................................................... 13
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996............................................ 14
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996............................... 15
1
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants, Beneficiaries and
Administrators of the
NCR Savings Plan
In our opinion, the accompanying statement 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, 1996, and the changes in net
assets available for benefits for the year 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 audit. We conducted our
audit 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
audit provides a reasonable basis for the opinion expressed above. The
financial statements of the NCR Savings Plan for the year ended December 31,
1995 were audited by other independent accountants whose report dated June 20,
1996 expressed an unqualified opinion on those statements.
Our audit was 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 audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects.
PRICE WATERHOUSE LLP
Dayton, Ohio
June 18, 1997
2
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants of the NCR
Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the NCR Savings Plan (the Plan) as of December 31, 1995. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the NCR Savings
Plan as of December 31, 1995 in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Dayton, Ohio
June 20, 1996
3
<PAGE> 5
NCR SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Assets:
Investments at fair market value:
Very conservative strategy $ 35,550,419 $ 32,693,884
Conservative strategy 82,888,197 86,763,496
Moderately cautious strategy 67,486,782 62,452,110
Moderate strategy 98,104,261 80,422,728
Moderately aggressive strategy 101,133,449 80,652,725
Aggressive strategy 367,467,719 351,454,636
Mutual fund window 112,422,972 48,720,785
Participant loans 21,653,085 21,616,324
AT&T Unitized Stock Fund (See Note 4) 124,672,743 181,916,164
Lucent Unitized Stock Fund (See Note 4) 43,418,437 -
NCR Unitized Stock Fund (See Note 4) 6,244,812 -
Short-term investments 1,102,390 832,837
-------------- -------------
Total investments 1,062,145,266 947,525,689
Interest and dividends receivable (See Note 2) - 17,649,221
-------------- -------------
Total assets 1,062,145,266 965,174,910
Liabilities:
Accounts payable and other liabilities - 76,046
-------------- -------------
Net assets available for benefits $1,062,145,266 $ 965,098,864
============== =============
</TABLE>
The accompanying notes are an integral part
of these financial statements
4
<PAGE> 6
NCR SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH STRATEGY AND
FUND INFORMATION) FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant-Directed
-----------------------------------------------------------------------------------------------------------
Very Moderately Moderately Mutual
Conservative Conservative Cautious Moderate Aggressive Aggressive Fund Participant
Strategy Strategy Strategy Strategy Strategy Strategy Window Loans
------------ ----------- ----------- ------------ ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Company $ 1,359,017 $ 1,934,022 $ 1,578,640 $ 2,580,746 $ 2,949,819 $ 9,799,756 $ 2,879,686 -
Participant 3,291,096 3,594,459 3,233,921 5,498,959 6,362,642 22,633,531 7,760,716 -
------------ ----------- ----------- ------------ ---------- ----------- ----------- ------------
4,650,113 5,528,481 4,812,561 8,079,705 9,312,461 32,433,287 10,640,402 -
------------ ----------- ----------- ------------ ---------- ----------- ----------- ------------
Investment
income:
Interest 10,797 2,764,555 2 - - - 315 -
Dividends 1,517,369 217,564 - - - 30,496,920 4,632,674 -
Net realized
and unrealized
gains (losses) - 1,245,711 6,847,796 16,577,155 13,768,696 (1,021,180) 7,325,208 -
------------ ----------- ----------- ------------ ---------- ----------- ----------- ------------
1,528,166 4,227,830 6,847,798 16,577,155 13,768,696 29,475,740 11,958,197 -
------------ ----------- ----------- ------------ ---------- ----------- ----------- ------------
Deductions:
Benefit payments (4,114,731) (6,292,653) (3,374,562) (5,033,445) (5,554,976) (22,051,254) (4,291,459) -
Investment
management fees (8,061) (132,592) (82,985) (223,085) (282,063) (261,024) (1,350) -
------------ ----------- ----------- ----------- ---------- ----------- ----------- ------------
(4,122,792) (6,425,245) (3,457,547) (5,256,530) (5,837,039) (22,312,278) (4,292,809) -
------------ ----------- ----------- ----------- ---------- ----------- ----------- ------------
Other transactions:
Participant loans (106,129) (94,226) (144,458) (152,951) (108,965) (188,789) (177,795) $ 890,305
Interfund transfers 815,652 (7,643,095) (3,023,789) (1,552,173) 3,383,031 (38,601,680) 44,502,863 (853,544)
AT&T stock
distribution - - - - - - - -
Other (44,516) 258,930 652 2,544 (20,006) (90) - -
------------ ------------ ----------- ------------ ---------- ----------- ----------- ------------
Net increase
(decrease) 2,720,494 (4,147,325) 5,035,217 17,697,750 20,498,178 806,190 62,630,858 36,761
Net assets available
for benefits:
Beginning of year 32,829,925 87,035,522 62,451,565 80,406,511 80,635,271 366,661,529 49,792,114 21,616,324
------------ ----------- ----------- ------------ ---------- ----------- ----------- ------------
End of year $ 35,550,419 $82,888,197 $67,486,782 $ 98,104,261 $101,133,449 $367,467,719 $112,422,972 $ 21,653,085
============ =========== =========== ============ ============ =========== ============ ============
<CAPTION>
See Note 4
--------------------------------------
AT&T Lucent NCR
Unitized Unitized Unitized Short-Term
Stock Fund Stock Fund Stock Fund Investments Total
------------ ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Company $ 4,241,421 - - - $ 27,323,107
Participant 7,815,600 - - - 60,190,924
------------ ----------- ----------- ---------- -------------
12,057,021 - - - 87,514,031
------------ ----------- ----------- ---------- -------------
Investment income:
Interest - - - $ 51,146 2,826,815
Dividends 3,892,864 $ 15,288 - - 40,772,679
Net realized
and unrealized
gains (losses) (21,640,626) 5,175,629 $ 19 - 28,278,408
------------ ----------- ----------- ---------- -------------
(17,747,762) 5,190,917 19 51,146 71,877,902
------------ ----------- ----------- ---------- -------------
Deductions:
Benefit payments (9,996,686) (791,868) - (61,501,634)
Investment
management fees (39,763) (6,000) - - (1,036,923)
------------ ----------- ----------- ---------- -------------
(10,036,449) (797,868) - - (62,538,557)
------------ ----------- ----------- ---------- -------------
Other transactions:
Participant loans 83,008 - - - -
Interfund transfers 4,508,614 (1,750,253) - 214,374 -
AT&T stock
distribution (47,020,434) 40,775,641 6,244,793 - -
Other (4,490) - - - 193,024
------------ ----------- ----------- ---------- --------------
Net increase (decrease) (58,160,492) 43,418,437 6,244,812 265,520 97,046,402
Net assets available
Beginning of year 182,833,235 - - 836,870 965,098,864
------------ ----------- ----------- ---------- --------------
End of year $124,672,743 $43,418,437 $ 6,244,812 $1,102,390 $1,062,145,266
============ =========== =========== ========== ==============
</TABLE>
The accompanying notes are an integral part
of these financial statements
5
<PAGE> 7
NCR SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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 Corporation (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 (the Code). It is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).
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
1996 and 1995 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
participants hire date.
6
<PAGE> 8
NCR SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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 used to reduce
future Company contributions. For the years ended December 31, 1996 and
1995, the amount of forfeitures have been insignificant.
PARTICIPANT ACCOUNTS
A participant may withdraw any employee tax-deferred contributions during
their employment in the case of a "hardship" (as defined in 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 this
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 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.
7
<PAGE> 9
NCR SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual basis
of accounting.
INVESTMENT VALUATION
All of the Plan's investments are stated at fair value, except for
guaranteed investment contracts 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.
INTEREST AND DIVIDENDS RECEIVABLE
As of December 31, 1996, approximately $1,900,000 of interest and dividends
receivable 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 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, in accordance with generally accepted accounting principles.
ROLLOVER CONTRIBUTIONS AND TRANSFERS
Participant rollover contributions and transfers from other defined
contributions 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.
8
<PAGE> 10
NCR SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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 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. Participants' 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. were distributed to all 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.
No new contributions may be directed to the Lucent or the AT&T Unitized
Stock Funds. Amounts currently invested may be directed into the other
investment options offered under the Plan until December 31, 1997, at which
time these funds will be discontinued and any remaining balances will be
transferred to the Very Conservative Strategy. The Plan will continue to
allow participants to invest in the NCR Unitized Stock Fund.
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.
9
<PAGE> 11
NCR SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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.
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 fixed income securities. Investments include the Fidelity Institutional
Cash Portfolio, the Barclays Global Investors (BGI) U.S. Debt Index Fund
and units of a money market portfolio. For the years ended December 31,
1996 and 1995, contracts with insurance companies held in the Conservative
Strategy had average yields of 7.03% and 7.66%, 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 U.S. common stocks
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 Broad Market Management 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 Equity Portfolio, Fidelity Broad Market Management
Portfolio, 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
international 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
BGI EAFE Equity Fund, and the Columbus Circle Small Cap Fund.
10
<PAGE> 12
NCR SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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 Equity Portfolio, the Fidelity Select
International Equity Portfolio and the Columbus Circle Small Cap Fund.
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.
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. The loan has not been
recorded in the December 31, 1996 or 1995 financial statements of the Plan,
as it will be forgiven to the extent the ultimate recovery on the contract
is less than the amount of the loan.
As of December 31, 1996, the BGI U.S. Debt Index Fund, the Fidelity Select
Equity Portfolio and the Fidelity Magellan Fund, which are held as
investments by some of the above investment strategies, accounted for 6%,
10% and 29%, respectively, of the total net assets available for benefits.
11
<PAGE> 13
NCR SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
6. COST AND FAIR MARKET VALUES OF INVESTMENT OPTIONS
<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------------------------------
NUMBER PRICE FAIR MARKET
INVESTMENTS COST OF UNITS PER UNIT VALUE
- ------------------------------- ------------ ---------- --------- --------------
<S> <C> <C> <C> <C>
Very conservative strategy $ 35,550,419 35,550,419 $ 1.00 $ 35,550,419
Conservative strategy 76,915,581 5,903,718 $ 14.04 82,888,197
Moderately cautious strategy 47,026,768 3,516,981 $ 19.19 67,486,782
Moderate strategy 63,940,744 4,042,203 $ 24.27 98,104,261
Moderately aggressive strategy 72,408,974 3,522,586 $ 28.71 101,133,449
Aggressive strategy 313,919,435 10,210,273 $ 35.99 367,467,719
Mutual fund window:
Columbia Fixed Income Fund 2,086,825 159,986 $ 13.08 2,092,618
Fidelity Growth & Income
Portfolio 27,321,016 996,723 $ 30.73 30,629,302
Fidelity Global Balanced Fund 1,999,945 149,291 $ 14.08 2,102,021
Fidelity Contrafund 33,501,178 877,537 $ 42.15 36,988,177
Templeton Foreign Fund 14,211,441 1,469,545 $ 10.36 15,224,488
Twentieth Century Ultra Fund 23,874,253 903,751 $ 28.09 25,386,366
AT&T Unitized Stock Fund 98,053,350 52,894,467 $ 23.57 124,672,743
Lucent Unitized Stock Fund 38,880,494 1,639,669 $ 26.48 43,418,437
NCR Unitized Stock Fund 6,244,793 330,538 $ 18.89 6,244,812
Short-term investments 1,102,390 1,102,390 $ 1.00 1,102,390
Participant loans 21,653,085 N/A N/A 21,653,085
------------ --------------
Total Investments $878,690,691 N/A N/A $1,062,145,266
============ ==============
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995
--------------------------------------------------------------
NUMBER PRICE FAIR MARKET
INVESTMENTS COST OF UNITS PER UNIT VALUE
- -------------------------------- ------------ ---------- ---------- --------------
<S> <C> <C> <C> <C>
Very conservative strategy $ 32,693,884 32,693,884 $ 1.00 $ 32,693,884
Conservative strategy 81,916,339 6,513,776 $ 13.32 86,763,496
Moderately cautious strategy 46,584,195 3,616,219 $ 17.27 62,452,110
Moderate strategy 61,679,270 3,781,040 $ 21.27 80,422,728
Moderately aggressive strategy 63,058,474 3,260,013 $ 24.74 80,652,725
Aggressive strategy 287,818,831 11,055,609 $ 31.79 351,454,636
Mutual fund window:
Columbia Fixed Income Fund 1,473,524 113,899 $ 13.51 1,538,776
Fidelity Growth & Income
Portfolio 9,800,417 401,834 $ 27.05 10,869,615
Fidelity Global Balanced Fund 1,779,262 134,230 $ 13.52 1,814,785
Fidelity Contrafund 13,188,128 380,272 $ 38.02 14,457,952
Templeton Foreign Fund 3,046,084 853,448 $ 9.18 7,834,653
Twentieth Century Ultra Fund 11,226,223 467,446 $ 26.11 12,205,004
AT&T Unitized Stock Fund 130,369,687 5,018,377 $ 36.25 181,916,164
Lucent Unitized Stock Fund -- -- -- --
NCR Unitized Stock Fund -- -- -- --
Short-term investments 832,837 832,837 $ 1.00 832,837
Participant loans 21,616,324 N/A N/A 21,616,324
------------ --------------
Total Investments $767,083,479 N/A N/A $ 947,525,689
============ ==============
</TABLE>
12
<PAGE> 14
NCR SAVINGS PLAN
SUPPLEMENTAL SCHEDULES
13
<PAGE> 15
NCR SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FAIR MARKET
IDENTITY OF ISSUE COST VALUE
- --------------------------------------------------- -------------- --------------
<S> <C> <C>
INTEREST BEARING CASH:
State Street Short Term Inv. Fund $ 1,929,082 $ 1,929,082
SSB&T Co. STIF Forfeitures 24,444 24,444
BGI Money Market Fund 18,576 18,576
COMMON/COLLECTIVE TRUSTS:
BGI Equity Index Fund 14,476,653 20,901,108
BGI U.S. Debt Index Fund 47,905,427 59,384,682
BGI EAFE Equity Index Fund 6,054,030 8,413,376
REGISTERED INVESTMENT COMPANIES:
Fidelity Managed Inv. Contract Portf. (GICs) (a) 38,681,661 38,681,661
Fidelity Inst. Cash Portfolios (a) 23,112,557 23,112,557
Fidelity Money Mkt (a) 21,758,017 21,758,017
Fidelity Broad Market Management (a) 75,368,507 86,599,961
Fidelity Select Equity Portfolio (a) 64,694,874 102,580,421
Fidelity U.S. Equity Index Portfolio (a) 6,960,421 13,962,132
Fidelity Magellan Fund Inc. (a) 265,789,040 304,478,826
Fidelity Select Int'l Portfolio (a) 13,370,414 19,911,169
Fidelity Growth & Income Portfolio (a) 27,321,016 30,629,302
Fidelity Global Balanced Fund (a) 1,999,945 2,102,021
Fidelity Contrafund (a) 33,501,178 36,988,177
Columbia Fixed Income Fund 2,086,825 2,092,618
Templeton Foreign Fund 14,211,441 15,224,488
Twentieth Century Ultra Fund 23,874,253 25,386,367
Columbus Circle Small Cap Fund 28,777,479 50,034,075
EMPLOYER RELATED INVESTMENTS:
AT&T Common Stock 98,053,350 124,672,743
NCR Common Stock 6,244,793 6,244,812
Lucent Common Stock 38,880,494 43,418,437
Participant Loans (b) 21,653,085 21,653,085
Net Interest and Dividends Receivable 1,943,129 1,943,129
-------------- --------------
$ 878,690,691 $1,062,145,266
============== ==============
</TABLE>
- ----------
(a) An affiliate of Fidelity acts as the record keeper.
(b) The participant loan rates are approximately between 6.0%-9.5%. The term
of the loans are between 12 to 56 months.
14
<PAGE> 16
NCR SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) IDENTITY OF PARTY NUMBER OF (C) PURCHASE (D) SELLING (E) LEASE
INVOLVED (B) DESCRIPTION OF ASSETS TRANSACTIONS PRICE PRICE RENTAL
<S> <C> <C> <C> <C> <C>
Fidelity Invest Institutional Cash Portfolios
231 $ 46,813,235 - -
306 - $ 41,656,016 -
Fidelity Invest Magellan Fund
2 45,726,685 - -
10 - 7,969,907 -
Fidelity Invest Select Equity Portfolio
158 41,777,104 - -
357 - 60,231,286 -
------ -------------- ------------- --------
1,064 $ 134,317,024 $ 109,857,209 -
====== ============== ============= ========
</TABLE>
<TABLE>
<CAPTION>
(H) CURRENT
(F) EXPENSE VALUE OF ASSET
(A) IDENTITY OF PARTY (B) DESCRIPTION OF ASSETS INCURRED WITH (G) COST OF ON TRANSACTION (I) NET GAIN
INVOLVED TRANSACTION ASSETS DATE OR (LOSS)
<S> <C> <C> <C> <C> <C>
Fidelity Invest Institutional Cash Portfolios
- - $ 46,813,235 -
- $41,656,016 - -
Fidelity Invest Magellan Fund
- - 45,726,685 -
- 7,296,077 - $ 673,830
Fidelity Invest Select Equity Portfolio
- - 41,777,104 -
- 49,257,011 - 10,974,275
---------- ----------- ------------- -----------
- $98,209,104 $ 134,317,024 $11,648,105
========== =========== ============= ===========
</TABLE>
15
<PAGE> 17
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
Savings Plan Administrator
Date: June 26, 1997
<PAGE> 18
EXHIBIT INDEX
Exhibit No.
- -----------
23 Consent of Price Waterhouse L.L.P.
23a Consent of Coopers & Lybrand L.L.P.
<PAGE> 1
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 18, 1997 appearing in this Annual Report on Form 11-K for
the year ended December 31, 1996.
PRICE WATERHOUSE L.L.P.
Dayton, Ohio
June 18, 1997
<PAGE> 1
EXHIBIT 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
NCR Corporation on Form S-8 (file no. 333-18803) of our report dated June 20,
1996, on our audits of the financial statements and schedules of the NCR Savings
Plan for the year ended December 31, 1995, which report is included in this
Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
June 24, 1997
