<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED).
For the day ended DECEMBER 31, 1996 and as of
-------------------------------
DECEMBER 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED).
For the transition period from _________________ to _________________
Commission file number 33-47234, 33-48578, 33-82826, 33-87338,
----------------------------------------
33-90992, 33-62921, 33-98724, 33-99882, 33-74568, 33-66656
----------------------------------------------------------
FIRST DATA CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
A. Full title of the and the address of the plan, if different from that of
the issuer named below:
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
FIRST DATA CORPORATION
401 HACKENSACK AVENUE
HACKENSACK, NEW JERSEY 07601
<PAGE>
FIRST DATA CORPORATION
INCENTIVE SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
INDEX
The following financial statements and supplemental schedules of the First Data
Corporation Incentive Savings Plan, together with the independent auditors'
report thereon, are filed herewith:
PAGE
FINANCIAL STATEMENTS NUMBER
- -------------------- ------
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits at
December 31, 1996 and as of December 30, 1996 2
Statements of Changes in Net Assets Available for Plan
Benefits for the day ended December 31, 1996 4
Notes to Financial Statements 6
Financial Statement Schedules
- -----------------------------
All schedules under Rule 6A-05 of Regulation S-X are
omitted because the information is presented in the
financial statements or notes thereto.
Schedules of Assets Held for Investment Purposes
as of December 31, 1996, as required under the
Employee Retirement Income Security Act of 1974
("ERISA") 11
THE FOLLOWING EXHIBIT IS FILED HEREWITH:
EXHIBIT
- -------
23.1 Independent Auditors' Consent 17
<PAGE>
First Data Corporation Incentive Savings Plan
Financial Statements and Supplemental Information
Day ended December 31, 1996
and as of December 30, 1996
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors............................................................ 1
Financial Statements
Statement of Net Assets Available for Plan Benefits as of December 31, 1996............... 2
Statement of Net Assets Available for Plan Benefits as of December 30, 1996............... 3
Statement of Changes in Net Assets Available for Plan Benefits for the
Day Ended December 31, 1996.............................................................. 4
Notes to Financial Statements............................................................. 5
Supplemental Information
Schedule of Assets Held for Investment as of December 31, 1996............................ 11
</TABLE>
A schedule of reportable transactions has not been presented, because there were
no category i, ii, iii or iv reportable transactions for the day ended December
31, 1996.
Schedules of party-in-interest transactions for the day ended December 31, 1996
have not been presented, because there were no party-in-interest transactions
which were prohibited by the Employee Retirement Income Security Act of 1974
Section 406 and for which there are no statutory or administrative exemptions.
<PAGE>
Report of Independent Auditors
Employee Benefits Administration
and Investment Committee
First Data Corporation
We have audited the accompanying statements of net assets available for plan
benefits of the First Data Corporation Incentive Savings Plan as of December 31,
1996 and December 30, 1996 and the related statement of changes in net assets
available for plan benefits for the day ended December 31, 1996. 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 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 audits provide 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 plan benefits of the First
Data Corporation Incentive Savings Plan at December 31, 1996 and December 30,
1996, and the change in its net assets available for plan benefits for the day
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
Assets Held for Investment as of December 31, 1996 is presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and is not
a required part of the basic financial statements. The Fund Information in the
statements of net assets available for plan benefits and the statement of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedule and Fund Information have been subjected to the
auditing procedures applied in our audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
June 23, 1997
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Cash AIM Templeton
Management Balanced Index Growth Constellation Foreign
Fund Fund Fund Fund Fund Fund
------------- ------------ ------------ ----------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investments at Fair Value:
Money market fund $ 974,650 $ 7,477 $ 5,480 $ -- $ -- $ --
Shares in registered
investment companies 102,083,587 58,807,418 78,441,616 9,077,862 7,936,116 4,868,839
Common Collective Trusts 35,793,310 -- -- -- -- --
Annuity contracts, at
contract value 2,122,404 -- -- -- -- --
First Data Corporation
common shares -- -- -- -- -- --
Promissory notes from
participants -- -- -- -- -- --
------------- ------------ ------------ ----------- --------------- -----------
Total investments 140,973,951 58,814,895 78,447,096 9,077,862 7,936,116 4,868,839
Receivables:
Employer contributions
receivable 433,196 223,382 303,713 109,552 80,383 47,284
Participant contributions
receivable 443,932 186,070 292,559 149,985 104,762 61,683
Dividends and other
receivables 209,513 1,797 -- -- -- --
------------- ------------ ------------ ----------- --------------- -----------
Total Receivables 1,086,641 411,249 596,272 259,537 185,145 108,967
Liabilities:
Accrued liabilities -- -- 18,526 95,083 33,794 25,107
Net assets available for ------------- ------------ ------------ ----------- --------------- -----------
plan benefits $ 142,060,592 $ 59,226,144 $ 79,024,842 $ 9,242,316 $ 8,087,467 $ 4,952,699
============= ============ ============ =========== =============== ===========
<CAPTION>
Company
Bond Stock Loan
Fund Fund Fund Total
----------- ------------- ------------ -------------
<C> <C> <C> <C>
Investments at Fair Value:
Money market fund $ -- $ -- $ 1,077 $ 988,684
Shares in registered
investment companies 2,149,219 -- -- 263,364,657
Common Collective Trusts -- -- -- 35,793,310
Annuity contracts, at
contract value -- -- -- 2,122,404
First Data Corporation
common shares -- 124,253,423 -- 124,253,423
Promissory notes from
participants -- -- 25,098,369 25,098,369
----------- ------------- ------------ -------------
Total investments 2,149,219 124,253,423 25,099,446 451,620,847
Receivables:
Employer contributions
receivable 22,697 388,206 -- 1,608,413
Participant contributions
receivable 30,646 434,798 -- 1,704,435
Dividends and other
receivables 100,000 170,450 -- 481,760
----------- ------------- ------------ -------------
Total Receivables 153,343 993,454 -- 3,794,608
Liabilities:
Accrued liabilities 126,202 299,525 -- 598,237
Net assets available for ----------- ------------- ------------ -------------
plan benefits $ 2,176,360 $ 124,947,352 $ 25,099,446 $ 454,817,218
=========== ============= ============ =============
</TABLE>
See notes to financial statements.
<PAGE>
First Data Corporation Incentive Savings Plan
Statements of Net Assets Available for Plan Benefits
December 30, 1996
<TABLE>
<CAPTION>
Cash AIM
Management Balanced Index Growth Constellation
Fund Fund Fund Fund Fund
------------ ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Investments at Fair Value:
Money market fund $ 974,650 $ 7,477 $ 5,480 $ -- $ --
Shares in registered investment companies 101,846,662 59,102,524 79,799,544 9,023,614 7,909,106
Common Collective Trusts 35,793,310 -- -- -- --
Annuity contracts, at contract value 2,122,404 -- -- -- --
First Data Corporation common shares -- -- -- -- --
Promissory notes from participants -- -- -- -- --
------------ ----------- ----------- ----------- --------------
Total investments 140,737,026 59,110,001 79,805,024 9,023,614 7,909,106
Receivables:
Employer contributions receivable 433,196 223,382 303,713 109,552 80,383
Participant contributions receivable 443,932 186,070 292,559 149,985 104,762
Dividends and other receivables 209,513 1,797 -- -- --
------------ ----------- ----------- ----------- --------------
Total Receivables 1,086,641 411,249 596,272 259,537 185,145
Liabilities:
Accrued liabilities -- -- 18,526 95,083 33,794
------------ ----------- ----------- ----------- --------------
Net assets available for plan benefits $141,823,667 $59,521,250 $80,382,770 $ 9,188,068 $ 8,060,457
============ =========== =========== =========== ==============
<CAPTION>
Templeton Company
Foreign Bond Stock Loan
Fund Fund Fund Fund Total
------------ ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Investments at Fair Value:
Money market fund $ -- $ -- $ -- $ 1,077 $ 988,684
Shares in registered investment companies 4,815,856 2,159,512 -- -- 264,656,818
Common Collective Trusts -- -- -- -- 35,793,310
Annuity contracts, at contract value -- -- -- -- 2,122,404
First Data Corporation common shares -- -- 126,320,043 -- 126,320,043
Promissory notes from participants -- -- -- 25,119,966 25,119,966
------------ ----------- ------------ ----------- ------------
Total investments 4,815,856 2,159,512 126,320,043 25,121,043 455,001,225
Receivables:
Employer contributions receivable 47,284 22,697 388,206 -- 1,608,413
Participant contributions receivable 61,683 30,646 434,798 -- 1,704,435
Dividends and other receivables -- 100,000 170,450 -- 481,760
------------ ----------- ------------ ----------- ------------
Total Receivables 108,967 153,343 993,454 -- 3,794,608
Liabilities:
Accrued liabilities 25,107 126,202 299,525 -- 598,237
------------ ----------- ------------ ----------- ------------
Net assets available for plan benefits $ 4,899,716 $ 2,186,653 $127,013,972 $25,121,043 $458,197,596
============ =========== ============ =========== ============
</TABLE>
See notes to financial statements.
3
<PAGE>
First Data Corporation Incentive Savings Plan
Statement of Changes in Net Assets Available for Plan Benifits
December 31, 1996
<TABLE>
<CAPTION>
Cash AIM Templeton
Management Balanced Index Growth Constellation Foreign
Fund Fund Fund Fund Fund Fund
----------- ---------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 401,417 $ -- $ -- $ -- $ -- $ --
Net realized and unrealized
appreciation/(depreciation) -- (293,308) (1,376,454) (39,623) (6,262) 28,055
----------- ---------- ---------- --------- ---------- ---------
Total income/(loss) 401,417 (293,308) (1,376,454) (39,623) (6,262) 28,055
Net repayments from/(loans to) participants 10,828 2,456 2,488 -- -- --
Transfers from other plans -- -- -- -- -- --
Interfund transfers (175,320) (4,254) 16,038 93,871 33,272 24,928
----------- ---------- ---------- --------- ---------- ---------
Net increase/(decrease) in net assets
available for plan benefits 236,925 (295,106) (1,357,928) 54,248 27,010 52,983
Net assets available for plan benefits
at December 30, 1996 141,823,667 59,521,250 80,382,770 9,188,068 8,060,457 4,899,716
Net assets available for plan benefits
----------- ---------- ---------- --------- ---------- ---------
at December 31, 1996 $142,060,592 $59,226,144 $79,024,842 $9,242,316 $8,087,467 $4,952,699
=========== ========== ========== ========= ========== =========
<CAPTION>
Company
Bond Stock Loan
Fund Fund Fund Total
-------------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
Interest and dividends $ -- $ -- $ -- $ 401,417
Net realized and unrealized
appreciation/(depreciation) (14,886) (3,381,765) -- (5,084,243)
------------- ------------- ----------- -------------
Total income/(loss) (14,886) (3,381,765) -- (4,682,826)
Net repayments from/(loans to) participants -- 5,825 (21,597) --
Transfers from other plans -- 1,302,448 -- 1,302,448
Interfund transfers 4,593 6,872 -- --
------------- ------------- ----------- -------------
Net increase/(decrease) in net assets
available for plan benefits (10,293) (2,066,620) (21,597) (3,380,378)
Net assets available for plan benefits
at December 30, 1996 2,186,653 127,013,972 25,121,043 458,197,596
Net assets available for plan benefits
------------- ------------- ----------- -------------
at December 31, 1996 $ 2,176,360 $124,947,352 $25,099,446 $454,817,218
============= ============ =========== =============
</TABLE>
See notes to financial statements
4
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The following description of the First Data Corporation Incentive Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document or Summary Plan Description
("SPD") for a more complete description of the Plan's provisions. Copies of
these documents are available from the Plan administrator.
Change in Plan Year
Effective January 1, 1997, the Plan was amended so as to change the Plan
year end from December 30 to December 31. In order to satisfy certain filing
requirements of the Department of Labor and Internal Revenue Service
("IRS"), the Plan was required to prepare these financial statements for
the one day period of December 31, 1996.
General
The Plan (as amended) was established, effective July 1, 1990 as a defined
contribution plan to provide retirement, disability and death benefits for
certain employees of First Data Corporation and its subsidiaries ("FDC" or
the "Company"), the Plan sponsor. Regular full time and part time employees
of the Company and its participating subsidiaries are eligible to
participate in the Plan after completing one year of service.
Administration
The Plan is administered by the Company's Employee Benefits Administration
and Investment Committee (the "EBAIC"), which is appointed by the
Compensation and Benefits Committee of the Company's Board of Directors. The
Dreyfus Trust Company and the Dreyfus Service Corporation ("Dreyfus") are
the "full service" providers of administrative services to the Plan. Under
this arrangement Dreyfus provides trustee (the "Trustee"), recordkeeping,
investment management for certain funds and other administrative services.
Administrative expenses of the Plan are borne by the Company.
Contributions and Vesting
Participants may contribute before-tax dollars to the Plan of up to 15% of
their eligible compensation, subject to certain limitations imposed by
Section 401(k) of the Internal Revenue Code of 1986 (the "Code").
Participants may also rollover qualified distributions into the Plan.
Participants are always fully vested in their elective and rollover
contributions under the Plan.
5
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. PLAN DESCRIPTION (CONTINUED)
Contributions and Vesting (continued)
The Company matches 100% of participants' before-tax contributions up to 3%
of the participant's eligible compensation. Rollover contributions are not
subject to Company matching contributions. Employees with five, but less
than ten years of service, whether or not otherwise enrolled in the Plan,
will receive service-related contributions to their Plan accounts equal to
1.5% of their eligible compensation per year. For employees with ten or more
years of service, the Company will make a service-related contribution of 3%
of their eligible compensation per year. Employees are always fully vested
in any service-related contributions made to their accounts under the Plan.
Certain employees who participated, or were eligible to participate, in the
FDC Retirement Plan (a defined benefit plan) and elected not to accrue
benefits under or participate in the FDC Retirement Plan receive additional
employer contributions equal to 3.4% of their eligible compensation per
year, which become vested after five years of service. Forfeitures are used
to reduce Company matching contributions.
Participants entering the Plan after October 1, 1996 become fully vested in
their matching contributions over a four year period: 25% after 1 year, 50%
after 2 years, 75% after 3 years, and 100% after 4 years. Prior to October
1, 1996, participants became vested in their matching contributions at the
earlier of completion of two years of participation in the Plan or five
years of service. The vesting of participants enrolled in the Plan prior to
October 1, 1996 will be based on whichever of the vesting methodologies
results in the greatest amount being vested at the time they leave the
Company. In addition, Company contributions become fully vested at the
employee's retirement, disability or death.
The Company may make a special contribution to participants' accounts and to
all other employees who are eligible, but are not participating in the Plan.
Any special contributions will be made in the form of Company common stock
to the Company Stock Account. No special contributions were made during the
year.
Participant Loans
Participants may borrow up to 50% of their vested account balance, subject
to certain limitations. Loans made under the Plan bear interest at those
rates determined by the EBAIC (generally one percentage point above the
prime rate) in accordance with the terms of the Plan. The rate is fixed for
the term of the loan, which can range from 12 months to five years, or up to
15 years for primary residential loans, subject to certain exceptions.
Repayments of the loan, including interest, are allocated to the
participant's investment accounts in accordance with the election in effect
at the time of repayment. If the participant leaves the Company or dies
before the loan is repaid,
6
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. PLAN DESCRIPTION (CONTINUED)
the unpaid balance is due immediately. If the loan is not repaid within 60
days, the loan is canceled and the outstanding balance is treated as a
distribution from the Plan.
Participant Accounts
Separate accounts are maintained for each participant, whereby the
participant's account is credited for contributions and investment income
and credited or charged, as appropriate, for investment appreciation or
depreciation. Participant accounts are charged for withdrawals and
forfeitures. The periodic allocation of investment income and investment
appreciation or depreciation is based upon the participant's beneficial
interest in each of the investment funds at the valuation date. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
Payment of Benefits
Upon retirement, termination of employment with the Company, reaching age 59
1/2, becoming permanently and totally disabled or death, the balance in the
participant's account is available to the participant or designated
beneficiaries. Payout options include lump-sum, installment, single life
annuity, a 50% or 100% joint and survivor annuity, a single life annuity for
5, 10, 15 or 20 years or a combination of a lump sum and any one of the
other forms. If, upon leaving the Company a participant has less than $3,500
of vested contributions in the Plan, the vested account balance will be paid
in cash. In addition, upon severe financial hardship a participant may
request a hardship withdrawal under the terms of the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Valuation and Income Recognition
Investments are stated at fair market value, based upon published market
quotations. The shares of registered investment companies are valued at
quoted market prices which represent the net asset values of shares held by
the Plan at year-end. The common collective trusts are reflected at the net
asset value of units of participation and the amount that would be realized
upon the disposition of the Plan's interest in the common collective trusts.
The money market fund is stated at cost, which approximates fair value.
Investments in annuity contracts are valued at contract value. Participant
loans are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. The
average cost method is used to compute the cost of securities sold.
Dividends and interest income are accounted for on the accrual basis.
Dividends are recorded on the ex-dividend date.
7
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. INVESTMENT OPTIONS
Investment vehicles made available to employees in connection with the Plan
are selected by the EBAIC, which may select from time to time the investment
funds which will be available for investment of the Plan's assets. The EBAIC
may also decide at any time to direct the Trustee to change the manner in
which any or all of the investment funds are invested. The Plan does not
require approval by or advance notice to participants of any such change.
Participants may elect to invest in one or more investment funds in 1%
increments. The following is a brief description of the investment funds
available at December 31, 1996.
Cash Management Fund: Funds are invested in a portfolio of common collective
trusts, registered investment companies and annuity contracts, with the
objective of providing as high a level of current income as is consistent
with the preservation of capital and the maintenance of liquidity.
Balanced Fund: Funds are invested in shares of a registered investment
company (Dreyfus Balanced Fund, Inc.) that invests in equity and debt
securities with the objective of obtaining long-term capital growth and
current income, consistent with reasonable investment risk.
Index Fund: Funds are invested in shares of a registered investment company
(Dreyfus S&P 500 Index Fund) that invests in the common stocks of entities
that compose the Standard & Poor's 500 Composite Stock Price Index (the
"Index") and stock-index futures. The objective is to provide results that
correspond to the price and yield performance of publicly-traded common
stocks in the aggregate, as represented by the Index.
Growth Fund: Funds are invested in shares of a registered investment company
(Founders Growth Fund) that invests in equity securities of established mid
and large-cap companies with a goal of obtaining long-term growth of
capital.
8
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENT OPTIONS (CONTINUED)
AIM Constellation Fund: Funds are invested in shares of a registered
investment company (AIM Constellation Fund) that invests in equity
securities of small and medium-sized emerging growth companies with a goal
of aggressive capital growth.
Templeton Foreign Fund: Funds are invested in shares of a registered
investment company (Templeton Foreign Fund) that invests in equity and debt
securities of companies and governments outside the United States with a
goal of long-term capital growth.
Bond Fund: Funds are invested in shares of a registered investment company
(Dreyfus A Bonds Plus, Inc.) that invests primarily in debt securities
issued by corporations that are rated A or better. The investment objective
is to provide the maximum amount of current income to the extent consistent
with the preservation of capital and the maintenance of liquidity. The
Funds' net asset value and yield fluctuate.
Company Stock Fund: Funds are invested in common shares of the Company.
Common shares of the Company have been purchased by the Trustee on the open
market, however, such common shares may be purchased directly from the
Company.
The fair values of individual investments not separately disclosed on the
statement of net assets available for plan benefits that represent 5% or
more of the Plan's net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 30,
1996 1996
--------------------------------------
<S> <C> <C>
REGISTERED INVESTMENT COMPANIES
Dreyfus Cash Management $91,943,942 $91,707,017
COMMON COLLECTIVE TRUSTS
Signet Stable Value Fund 24,507,396 24,507,396
</TABLE>
4. INCOME TAX STATUS AND PLAN AMENDMENTS
The IRS ruled on June 13, 1996 that the Plan qualified under Section 401(a)
and 401(k) of the Code and that the Trust established thereunder is exempt
from tax pursuant to Section 501(a) of the Code. The Plan is required to
operate in conformity with the Code to maintain its qualification.
9
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. INCOME TAX STATUS AND PLAN AMENDMENTS (CONTINUED)
Subsequent to the June 13, 1996 ruling by the IRS, certain amendments were
adopted by the Plan, including the amendment to provide that effective
January 1, 1997, the Plan year-end shall be December 31. Accordingly, the
Plan administrator intends to submit an Application for Determination with
the IRS as to the continued qualification of the Plan. The Plan
administrator is not aware of any action or series of events which have
occurred that might adversely affect the tax-exempt status of the Trust.
5. SUBSEQUENT EVENTS
Subsequent to December 31, 1996, approximately $ 23 million of net assets
were transferred into the Plan from the benefit plans of businesses
previously acquired by the Company, including approximately $ 21 million
from the benefit plan of Donnelley Marketing, Inc.
On May 23, 1997, FDC announced the divestiture of its FIRST HEALTH Services
and FIRST HEALTH Strategies business units. As a result, approximately $ 38
million of Plan net assets related to employees of these business units is
expected to transfer to the purchaser's employee benefit plan in the third
quarter of 1997.
10
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR FAIR OR
PRINCIPAL CONTRACT
DESCRIPTION AMOUNT COST VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
MONEY MARKET FUND
* Dreyfus Liquid Assets 93,871 $ 93,871 $ 93,871
TBC, Inc. Daily Liquidity Fund 894,813 894,813 894,813
---------------------------
988,684 988,684
COMMON COLLECTIVE TRUSTS
American Express Trust Income Fund I 265,813 10,275,576 11,285,914
Signet Stable Value Fund 24,507,396 24,507,396 24,507,396
---------------------------
34,782,972 35,793,310
SHARES IN REGISTERED INVESTMENT COMPANIES
* Dreyfus Balanced Fund, Inc. 3,666,298 53,528,000 58,807,418
* Dreyfus S&P 500 Index Fund 3,530,226 65,236,754 78,441,616
* Dreyfus A Bonds Plus, Inc. 149,148 2,155,064 2,149,219
AIM Constellation Fund 314,177 8,182,616 7,936,116
Capital Preservation Fund 10,139,645 10,139,645 10,139,645
Founders Growth Fund 572,014 9,684,850 9,077,862
Templeton Foreign Fund 469,965 4,751,832 4,868,839
* Dreyfus Cash Management 91,943,942 91,943,942 91,943,942
---------------------------
245,622,703 263,364,657
ANNUITY CONTRACTS
Fidelity & Guarantee Insurance 718,119 718,119 718,119
Company,
9.00%, due 1/16/97
Integrity Life Insurance Company, 319,161 319,161 319,161
9.00%, due 11/30/97
Integrity Life Insurance Company, 231,810 231,810 231,810
9.25%, due 11/01/97
First Capital Life Insurance, 351,049 351,049 351,049
6.13%, due 12/31/2021
First Capital Life Insurance, 303,615 303,615 303,615
5.77%, due 12/31/2021
First Capital Life Insurance, 198,650 198,650 198,650
5.77%, due 12/31/2021
----------------------------
2,122,404 2,122,404
</TABLE>
11
<PAGE>
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR FAIR OR
PRINCIPAL CONTRACT
DESCRIPTION AMOUNT COST VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK
* First Data Corporation 3,404,203 79,633,785 124,253,423
PROMISSORY NOTES FROM PARTICIPANTS
* Various, 5.83%-13.33%, due 1/97-11/12 25,098,369 25,098,369
---------------------------
$388,248,917 $451,620,847
===========================
</TABLE>
* Indicates party-in-interest to the Plan
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN
FIRST DATA CORPORATION, as Plan Administrator
Date: June 26, 1997 By /s/ Patricia A. Winchell
---------------------- ----------------------------------------
Patricia A. Winchell
Senior Vice President
Human Resources
<PAGE>
FIRST DATA CORPORATION
INCENTIVE SAVINGS PLAN
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ---------- ------------------------------------- ----
23.1 Consent of Independent Auditor 15
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-48578) pertaining to the Incentive Savings Plan of First Data
Corporation of our report dated June 23, 1997 with respect to the financial
statements and schedules of the First Data Corporation Incentive Savings Plan
included in this Annual Report (Form 11-K) for the day ended December 31, 1996.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
June 25, 1997
