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
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended: December 31, 2003
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number: 1-4850
A. Full title of plan and the address of the plan, if different from that of the issuer named below: CSC Outsourcing Inc. CUTW Hourly Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, CA 90245 |
TABLE OF CONTENTS
Description | Page |
Statements of Net Assets Available for Benefits
As of December 31, 2003 and 2002..................................................................... | 3 |
Statements of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003 and 2002 | 4 |
Notes to the Financial Statements ...................................................................... | 5 |
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
| | December 31, |
| | 2003 | | 2002 |
Assets - at fair value | | | | |
Investments (Notes 1, 2, and 7): | | | | |
Short-term | | $ 3,089 | | $ 8,454 |
Long-term: | | | | |
Mellon Balanced Fund | | 72,712 | | 72,130 |
Frank Russell Active Equity Fund | | 58,199 | | 48,012 |
Mellon Stock Index Fund | | 124,536 | | 91,480 |
Computer Sciences Corporation common stock | | 379,051 | | 281,457 |
Participant Loans (Note 6) | | 13,249 | | 11,986 |
Interest in Master Trust (Note 5) | | 221,192 | | 225,199 |
Total Investments | | 872,028 | | 738,718 |
| | | | |
Receivables: | | | | |
Other Receivables | | 42,897 | | 35,115 |
Total Assets | | 914,925 | | 773,833 |
Liabilities | | | | |
Accounts Payable | | 872 | | 3,984 |
Total Liabilities | | 872 | | 3,984 |
Net Assets Available for Benefits | | $ 914,053
======= | | $ 769,849
======= |
See Notes to Financial Statement
3
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
| For the Year Ended December 31, |
| 2003 | | 2002 |
ADDITIONS | | | |
Investment Income (Loss): | | | |
Net appreciation (depreciation) in fair value of investments
(Note 7) | $ 142,362 | | $ (291,718) |
Interest | 511 | | 217 |
Dividends | 4,313 | | 5,698 |
Plan interest in Master Trust investment income | 9,822 | | 23,293 |
Net Investment Income (Loss) | 157,008 | | (262,510) |
| | | |
Contributions: | | | |
Participant | 58,289 | | 37,242 |
Employer | 27,484 | | 78,105 |
| 85,773 | | 115,347 |
Total Additions(Reductions) | 242,781 | | (147,163) |
| | | |
DEDUCTIONS | | | |
Distributions to participants | 97,844 | | 444,416 |
Investment management fees | 733 | | 1,043 |
Total Deductions | 98,577 | | 445,459 |
Net Increase (Decrease) | 144,204 | | (592,622) |
| | | |
Net Assets Available for Benefits: | | | |
Beginning of Year | 769,849 | | 1,362,471 |
End of Year | $ 914,053
======== | | $ 769,849
========= |
See Notes to Financial Statements
4
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Note 1 Description of the Plan
The following brief description of the CSC Outsourcing Inc. CUTW Hourly Savings Plan (the "Plan") of Computer Sciences Corporation (the "Company") is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
The Plan became effective August 5, 1995, as a result of the Company acquiring certain employees of the Southern New England Telephone Company. The Plan is administered by a committee, Retirement and Employee Benefits Plans Committee of Computer Sciences Corporation (the "Committee"), consisting of four members who are appointed by the Board of Directors of the Company and serve without compensation, being reimbursed by the Company for all expenditures incurred in the discharge of their duties as members of the Committee. The Committee has the power to interpret, construe and administer the Plan and to decide any dispute which may arise under the Plan. The Bank of New York (the "Trustee"), is the trustee of the Plan. Certain administrative expenses (including Trustee fees) incurred for services rendered to the Plan are paid by the Company.
The Plan is a voluntary, contributory, defined contribution plan and is intended to satisfy the requirements of Section 401(a) and 401(k) of the Internal Revenue Code (the "Code"). It is also subject to the provisions of the Employee Retirement Income Security Act of 1974 as amended ("ERISA").
Plan Termination - Although it has not expressed any intention to do so, the Company reserves the right to discontinue contributions and to terminate the Plan subject to the provisions of ERISA. Upon such termination, the participants' rights to the Company's contributions vest immediately and the account balances are fully paid to the participants.
Interest in the Common/Collective Trust
The Plan's investments are in the common/collective trust ("CCT") which was established for the investment of assets of the Plan and several other Computer Sciences Corporation sponsored retirement plans. Each participating retirement plan has an undivided interest in the CCT. The assets of the CCT are held by the Trustee. At December 31, 2003 and 2002, the Plan's interest in the assets of the CCT was approximately .03%. Investment income and administrative expenses relating to each discretionary or directed fund within the CCT are allocated to the individual plans based upon average monthly balances invested by each plan in each discretionary or directed fund. As part of the CCT, a portion of the Plan's assets are held in a Master Trust managed by Black Rock Financial Management. At December 31, 2003 and 2002, the Plan's interest in the net assets of the Master Trust was approximately 10.8% and 10.9%, respectively.
5
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Participants in the CCT consist of the Computer Sciences Corporation Matched Asset Plan, CSC Outsourcing Inc. Hourly Savings Plan, CSC Outsourcing Inc. CUTW Hourly Savings Plan, Computer Sciences Corporation Employee Pension Plan, CSC Outsourcing Inc. Hourly Pension Plan, CSC Outsourcing Inc. CUTW Hourly Pension Plan, CSC/Hughes Retirement Plan, CSR's Range Employees Pension Plan, Computer Sciences Corporation Cash Balance Plan, CSC/Raytheon Retirement Plan, CSC/E-Systems Pension Plan, CSC Pension Equity Plan, Eagle Alliance Employee Pension Plan, DynCorp Capital Accumulation Retirement Plan, and the DynCorp Savings and Retirement Plan (the "Plans").
Eligibility and Participation
Employees are eligible to participate on specified enrollment dates if they satisfy the Plan's eligibility requirements, are hourly paid employees of the Company and are members of a collective bargaining unit for which participation in this Plan has been provided by negotiated agreement. A rehired eligible employee is eligible to rejoin the Plan on the next enrollment date.
Participant and Company Contributions
A participant may authorize before-tax and after-tax contributions to the Plan subject to a maximum level of contributions (a certain percentage of base earnings), as specified by the bargaining agreement covering the employee. The Company will contribute, and forward to the Trust fund 66 2/3% of the first 1% to 6% for the employee matched contribution together with the participant's before-tax and after-tax contribution.
The employee base earnings deferred and contributed to the Trust fund cannot exceed applicable limitations of the Code. Effective January 1, 2002, under the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA), the Plan permits participants age 50 and over, to make additional "catch-up" contributions in excess of the statutory limit. For 2002, such "catch up" contributions could be made up to $1,000 a year, then they are increased each year by $1,000 until $5,000 in 2006, and then indexed in $500 increments. Annual after-tax contributions to the Plan (including employee and Company matching contributions) are limited to $30,000 for each participant. Any compensation deferral in excess of applicable limitations of the Code, and any after-tax contributions with matching Company contributions in excess of $30,000, together with income allocable to those excess contributions will be returned to a participant. Any matching Company contributions attributable to any ex cess contribution, and income allocable thereto, will be applied to reduce future matching Company contributions.
6
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Participant Accounts
Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings, and is charged with an allocation of investment management fees. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Vesting of Participants' Interests/Forfeitures
Participants are 100 percent vested at all times in their before-tax, after-tax contribution and Company matching accounts.
Distributable Amounts, Withdrawals and Refunds
The entire balance in all accounts for participants who retire, die, become disabled, or are discharged is distributed according to the provisions of the Plan.
While still an employee, a participant may make an in-service withdrawal of all or a part of the vested portion of his or her accounts attributable to their contributions, as well as vested Company matching contributions, plus the earnings on those amounts subject to the provisions of the Plan. Upon written notice to the Committee, a participant may make a hardship withdrawal of his or her before-tax and after-tax contributions, as well as Company matching contributions if the Committee finds, after considering the participant's request, that an adequate financial hardship and resulting need for such amount has been demonstrated by the participant. A participant may request a hardship withdrawal only if he or she first takes a loan of any available monies in the Plan. Both types of withdrawals are subject to certain restrictions as described in the Plan document.
Note 2 Summary of Significant Accounting Policies
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
7
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Assets of the Plan
The assets of the Plan are held in a trust with five funds, which represent the investment options. The investment return in the respective funds is allocated to a participant based on his or her account balance. Contributions to, and payments from, the Plan are specifically identified to the applicable funds within the trust.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Security Transactions
Security transactions are accounted for on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income is accounted for on the accrual basis.
Participants in the Stock Fund may elect to receive distributions in certificates for shares of the common stock of the Company.
Valuation of Investment Securities
Investments in common stocks and institutional investment vehicles are stated at fair value based upon closing sales prices reported on recognized securities exchanges on the last business day of the month or, for the listed securities having no sales reported and for unlisted securities, upon last reported bid prices on that date. Investments in short-term securities are stated at cost which approximates fair value. Participant loans are valued at outstanding loan balances.
8
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Payment of Benefits
Benefits are recorded when paid. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $2,275 and $5,538 at December 31, 2003 and 2002, respectively.
Note 3 Income Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated May 13, 2003, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC).
The Committee believes that the Plan is designed and operated to qualify under Section 401(a) of the Code and, with respect to its qualified cash or deferred arrangement, under Section 401(k) of the Code.
Note 4 Reconciliation of Financial Statements to Form 5500
| December 31, |
| 2003 | | 2002 |
| | | |
Net assets available for benefits per the financial statements | $ 914,053 | | $ 769,849 |
Amounts allocated to withdrawing participants | (2,275) | | (5,538) |
Net assets available for benefits per Form 5500 | $ 911,778
======= | | $ 764,311
======= |
The following is a reconciliation of distributions to participants per the financial statements to the Form 5500:
| Year Ended December 31, |
| 2003 | | 2002 |
| | | |
Distributions to participants per the financial statements | $ 97,844 | | $ 444,416 |
Add: Amounts allocated to withdrawing participants at
end of year | 2,275 | | 5,538 |
Less: Amounts allocated to withdrawing participants at
start of year | (5,538) | | (663) |
Distributions to participants per Form 5500 | $ 94,581
====== | | $ 449,291
======= |
Amounts allocated to withdrawing participants are recorded on Form 5500 for distributions that have been processed and approved for payment prior to December 31, 2003 but not paid as of that date.
9
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Note 5 Investment Funds
Participant contributions - Subject to rules the bargaining unit has adopted, each participant has the right to designate one or more investment funds established by the Committee for the investment of his or her compensation deferral contributions and after-tax contributions in percentages determined by the bargaining unit.
The investment funds are held by the CCT. The fixed income fund investments are in a Master Trust.
The following table represents the assets in the Master Trust:
| December 31, |
| 2003 | | 2002 |
Investments at fair value: | | | |
Black Rock Core Bond Total Return | $ 1,996,249 | | $ 2,068,241 |
Collective Short Term Investment Fund | 42,443 | | |
Accrued income | 6 | | |
| $ 2,038,698
======== | | $ 2,068,241
======== |
At December 31, 2003 and 2002, the Plan's interest in the net assets of the fixed income investment fund was approximately 10.8% and 10.9%, respectively.
Investment income for the Master Trust is as follows:
| December 31, |
| 2003 | | 2002 |
Investment income: | | | |
Net (depreciation) appreciation in fair value of
investments | $ (41,957) | | $ 72,514 |
Dividends | 130,500 | | 132,294 |
Interest | 61 | | 51 |
| $ 88,604
====== | | $ 204,859
======= |
Investment income and administrative expenses relating to the fixed income investment fund are allocated to individual plans based upon average monthly balances invested by each plan.
Note 6 Participant Loans
The Plan has a loan provision in place which is available to participants covered by the bargaining unit.
10
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
The loans are deducted from the participants' accounts according to a priority specified in the Plan's loan rules and, within each account, pro rata from the funds based on their balances at the time. Loan repayments are reinvested in the participants' funds according to their current investment election. The repayments are similarly allocated among participants' accounts according to the priority specified in the Plan's rules.
Note 7 Investments in Common/Collective Trust
The following table presents investments in the CCT at fair value.
| | | December 31, |
| | | 2003 | | 2002 |
Investments at Fair Value as Determined by | | | |
| Quoted Market Price | | | |
| Cash (overdrafts) | $ 2,461,294 | | $ (7,062,096) |
| Short-term investment fund | 61,847,211 | | 82,631,988 |
| Money market fund | 133,017,884 | | 134,905,932 |
| Bonds and debentures | 364,928,255 | | 313,525,841 |
| CSC Stock Fund | 750,057,291 | | 271,451,187 |
| International portfolio fund | 127,067,765 | | 80,999,745 |
| Investment in registered investment companies | | | |
| | Active Allocation Fund | 113,850,006 | | 89,474,915 |
| | Brinson Balanced Fund | 53,799,264 | | 44,971,781 |
| | Brinson Equity Fund | 159,022,807 | | 121,505,104 |
| | Mellon Capital Aggr. Bond Fund | | | 19,442,536 |
| | Mellon Corporate Bond Fund | 122,096,617 | | 128,727,920 |
| | Mellon EB Enhanced Asset Allocation Fund | 72,712 | | 72,130 |
| | Mellon EB Stock Index Fund | | | 18,103,136 |
| | Mellon Equity Fund | 413,025,228 | | 252,041,662 |
| | Mellon Equity Completion Fund | 174,398,903 | | 100,432,455 |
| | Mellon Gov't Bond Fund | 1,063,103 | | 1,100,655 |
| | Mellon Index Fund | 124,536 | | 91,480 |
| | Mellon S&P 500 Index Fund | 297,564,493 | | 214,747,696 |
| | Pacific Mutual Enhanced Bond Fund | 44,115,319 | | 42,048,116 |
| | BlackRock Core Bond Fund | 1,996,249 | | 2,068,241 |
| | Vanguard High Yield Bond Fund | 20,271,765 | | 11,456,659 |
(continued)
11
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Table of CCT Investments, continued
| | | December 31, |
| | | 2003 | | 2002 |
| | Mellon Balanced 40/60 Fund | 33,263,641 | | 25,197,973 |
| | Mellon Balanced 60/40 Fund | 57,080,095 | | 40,452,622 |
| | Mellon Balanced 80/20 Fund | 71,212,974 | | 49,760,056 |
| | Mellon S&P 500 Select Fund | 44,344,320 | | 29,669,793 |
| | Russell Equity I Fund | 129,963,466 | | 97,710,335 |
| | | 3,176,645,198 | | 2,165,527,862 |
| Investments at Estimated Fair Value | | | |
| | Geewax Terker Hedge Fund | 14,304,472 | | 14,208,865 |
| | Guaranteed investment contracts | 221,728 | | 208,402 |
| | | 14,526,200 | | 14,417,267 |
| Investments at Cost, Which Approximates Fair Value | | | |
| | Employee loans | 19,666,768 | | 20,861,715 |
| | Total Common/Collective Trust | $3,210,838,166
=========== | | $2,200,806,844
=========== |
| | Plan's Interest in the Common/Collective Trust
investments | $ 872,028
=========== | | $ 738,718
=========== |
The investment income (loss) of the CCT is summarized as follows:
| | Year Ended December 31, |
| | 2003 | | 2002 |
| | | | |
| Bonds and debentures | $ (3,203,211) | | $ 10,015,510 |
| CSC Stock Fund | 225,688,912 | | (108,787,494) |
| International portfolio fund | 31,616,897 | | (8,622,821) |
| Active Allocation Fund | 22,947,087 | | (20,078,067) |
| Brinson Balanced Fund | 8,198,982 | | (5,805,752) |
| Brinson Equity Fund | 35,011,373 | | (24,647,781) |
| Mellon Capital Aggr. Bond Fund | (140,146) | | 690,020 |
| Mellon Corporate Bond Fund | 1,115,632 | | 3,612,141 |
| Mellon EB Enhanced Asset Allocation Fund | 18,131 | | (17,344) |
| Mellon EB Stock Index Fund | 2,612,968 | | (5,441,571) |
| Mellon Equity Fund | 81,802,979 | | (66,788,887) |
(continued)
12
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Table of CCT income (loss), continued
| | Year Ended December 31, |
| | 2003 | | 2002
|
| Mellon Equity Completion Fund | 48,521,154 | | (19,801,599) |
| Mellon Government Bond Fund | (25,508) | | 41,899 |
| Mellon Index Fund | 25,167 | | (34,571) |
| Mellon S&P 500 Index Fund | 60,150,473 | | (63,790,246) |
| Pacific Mutual Enhanced Bond Fund | 2,067,203 | | 4,264,662 |
| BlackRock Core Bond Fund | (41,957) | | 72,514 |
| Vanguard High Yield Bond Fund | 1,249,638 | | (626,885) |
| Mellon Balanced 40/60 Fund | 3,819,800 | | (782,720) |
| Mellon Balanced 60/40 Fund | 8,449,807 | | (4,249,948) |
| Mellon Balanced 80/20 Fund | 13,140,177 | | (9,206,704) |
| Mellon S&P 500 Select Fund | 8,613,367 | | (8,038,147) |
| Frank Russell Active Equity Fund | 29,714,910 | | (27,340,693) |
| Geewax Terker Hedge fund | 7,248 | | (128,110) |
Net appreciation (depreciation) in fair value of investments | 581,361,083 | | (355,492,594) |
Dividends | 26,702,043 | | 35,005,228 |
Interest | 24,604,425 | | 20,008,593 |
| Common/Collective Trust income (loss) | $ 632,667,551
========== | | $ (300,478,773)
=========== |
| Plan's Interest in the Common/Collective Trust income (loss) | $ 157,008
========== | | $ (262,510)
=========== |
Note 8 Related-Party Transactions
Certain short-term investment funds are managed by The Bank of New York. The Bank of New York is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The fees associated with these short-term investment funds were paid by the Company.
At December 31, 2003 and 2002, the Plan held 8,570 and 8,170 shares, respectively, of common stock of Computer Sciences Corporation, the sponsoring employer, with a cost basis of $375,275 and $363,314, respectively.
13
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 2003
Note 9 Nonparticipant-Directed Investments
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows as of December 31, 2003 and 2002, and for the two years ended December 31, 2003:
| | | | | | 2003 | | 2002 |
Net assets: | | | | | | |
| CSC common stock | | | $ 379,051 | | $ 281,457 |
| Short-term investments | | | 37 | | 3,673 |
| Accrued income | | | 2 | | 2 |
| Transfers from (to) participant-directed
investments receivable (payable) | | 223 | | (320) |
| Net receivable | | | 30,566 | | 28,253 |
| CSC Stock Fund | | | 409,879 | | 313,065 |
| | | | | | | | |
Changes in net assets: | | | | | |
| Net appreciation (depreciation) in fair
value of investments | 82,029 | | (200,420) |
| Interest income | | | 27 | | 120 |
| Employer contributions | | | 21,302 | | 28,939 |
| Participant contributions | | | 27,935 | | 36,717 |
| Transfers from participant-directed
investments | 152 | | 5,676 |
| Benefits paid to participants | | (34,631) | | (216,690) |
| | | | | | | | |
| Net Change | | | | 96,814 | | (345,658) |
| | | | | | | | |
CSC Stock Fund beginning of the year | 313,065 | | 658,723 |
CSC Stock Fund end of the year | | $ 409,879
======= | | $ 313,065
======= |
14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1934, the Computer Sciences Corporation Retirement Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
| CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN |
| |
| |
Date: June 28, 2004 | By: /s/ LEON J. LEVEL
Leon J. Level
Chairman
Computer Sciences Corporation
Retirement Plans Committee |
15
