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 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 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 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 5 NCR SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 AND 1995 The accompanying notes are an integral part of these financial statements 4
1996 1995 ---- ---- 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 ============== ============= 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 The accompanying notes are an integral part of these financial statements 5
Participant-Directed ----------------------------------------------------------------------------------------------------------- Very Moderately Moderately Mutual Conservative Conservative Cautious Moderate Aggressive Aggressive Fund Participant Strategy Strategy Strategy Strategy Strategy Strategy Window Loans ------------ ----------- ----------- ------------ ---------- ----------- ----------- ------------ 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 ============ =========== =========== ============ ============ =========== ============ ============ See Note 4 -------------------------------------- AT&T Lucent NCR Unitized Unitized Unitized Short-Term Stock Fund Stock Fund Stock Fund Investments Total ------------ ----------- ----------- ----------- ------------- 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 ============ =========== =========== ========== ============== 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 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 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 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 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 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 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
DECEMBER 31, 1996 -------------------------------------------------------- NUMBER PRICE FAIR MARKET INVESTMENTS COST OF UNITS PER UNIT VALUE - ------------------------------- ------------ ---------- --------- -------------- 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 ============ ============== 12
DECEMBER 31, 1995 -------------------------------------------------------------- NUMBER PRICE FAIR MARKET INVESTMENTS COST OF UNITS PER UNIT VALUE - -------------------------------- ------------ ---------- ---------- -------------- 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 ============ ============== 14 NCR SAVINGS PLAN SUPPLEMENTAL SCHEDULES 13 15 NCR SAVINGS PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 - -------------------------------------------------------------------------------- - ---------- (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
FAIR MARKET IDENTITY OF ISSUE COST VALUE - --------------------------------------------------- -------------- -------------- 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 ============== ============== 16 NCR SAVINGS PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 - --------------------------------------------------------------------------------
(A) IDENTITY OF PARTY NUMBER OF (C) PURCHASE (D) SELLING (E) LEASE INVOLVED (B) DESCRIPTION OF ASSETS TRANSACTIONS PRICE PRICE RENTAL 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 - ====== ============== ============= ======== 15
(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) 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 ========== =========== ============= =========== 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 18 EXHIBIT INDEX Exhibit No. - ----------- 23 Consent of Price Waterhouse L.L.P. 23a Consent of Coopers & Lybrand L.L.P.
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
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