FORM 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
COMPUTER SCIENCES CORPORATION
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its fiscal year 1993 Annual Report on
Form 10-K as set forth in the pages attached hereto:
Exhibit 28(ii), to include as such exhibit pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934 the information, financial statements and
exhibits required by Form 11-K with respect to the CSC Credit Services, Inc.
Employee Savings Plan.
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMPUTER SCIENCES CORPORATION
(Registrant)
Date: January 24, 1994
By: \s\Denis M. Crane
Denis M. Crane
Vice President and Controller
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
For the Plan Year Ended September 30, 1993
CSC CREDIT SERVICES, INC.
EMPLOYEE SAVINGS PLAN
COMPUTER SCIENCES CORPORATION
2100 East Grand Avenue
El Segundo, California 90245
Item 1. Changes in the Plan
None.
Item 2. Changes in Investment Policy
None.
Item 3. Contributions Under the Plan
Employer contributions under the Plan are measured to the participants'
contributions.
Item 4. Participating Employees
Approximately 786 employees participated in the Plan at September 30, 1993.
Item 5. Administration of the Plan
(a) The Plan is administered by a Plan subcommittee which consists of
the following employees of CSC Credit Services, Inc., 652 North
Belt, Houston, Texas 77060: Margaret A. Strnad, Director of Human
Resources, Dwight L. Carmichael, Vice President, Finance &
Administration, John L. Mote, Director of Communications. The
Plan subcommittee manages the Plan at the direction of the Plan
Committee.
The general administration and operation of the Plan is vested in
the Plan Committee, which consists of the following employees of
Computer Sciences Corporation ("CSC"), located at 2100 E. Grand
Avenue, El Segundo, California 90245.
Leon J. Level, Chairman - Vice President and Chief Financial
Officer of CSC
Hayward D. Fisk, Vice President, Secretary and General Counsel of
CSC
Denis M. Crane, Vice President and Controller of CSC
L. Scott Sharpe, Vice President of CSC
Texas Commerce Trust Company N.A., (the Trustee) located at 5599
San Felipe, Houston, Texas 77056, acts as the Trustee under the
Plan.
(b) No person named above receives any compensation from the Plan.
Item 6. Custodian of Investments
(a) The Trustee, a Texas state chartered trust company, serves as
custodian of the securities and other investments of the Plan.
(b) The Trustee receives no compensation from the Plan for its
Services. All expenses for administration of the Plan are paid by
CSC Services, Inc.
(c) Texas Commerce Trust Company N.A., has the following insurance
coverage:
(1) A Bankers Blanket Bond, Excess Fidelity Coverage and Excess
Securities Coverage totaling $370,000,000, covers any losses
due to employee dishonesty, burglary, robbery, theft,
mysterious disappearance, and forged or counterfeit
securities. The coverage also applies to losses of "property"
in transit by armored car service companies, air courier
companies, authorized bank employees, and "designated
messengers".
(2) A Bankers Professional Liability Coverage totaling
$30,000,000 covers trust errors and omissions.
(3) Excess Fiduciary General Liability provides coverage totaling
$195,000,000.
Item 7. Reports to Participating Employees
Participants are furnished with quarterly reports reflecting the status of their
accounts. These reports show the beginning balance, contributions, investment
income, withdrawals and ending balances for each investment election and for
each account (employee contributions, employer contributions and roll-over
accounts).
The summary annual report of the Plan was distributed and will continue to be
distributed to each participant within nine months or up to eleven months with
extension, following close of the Plan year.
Item 8. Investment of Funds
All expenses, including brokerage commissions and investment fees (if any), are
paid by CSC Credit Services, Inc. and not by the Plan.
Item 9. Financial Statements and Exhibits
Description Page No.
(a) Financial Statements:
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits,
September 30, 1993 and 1992 2
Statements of Changes in Net Assets Available
for Benefits for the years ended
September 30, 1993 and 1992 3
Notes to Financial Statements 4
(b) Supplemental Schedules:
Schedule of Assets Held for Investment 9
Schedule of Reportable Transactions 10
(c) Exhibit:
Independent Auditors' Consent 11
Pursuant to the requirements of the Securities Act of 1934, the Plan Committee
has duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
CSC CREDIT SERVICES, INC.
EMPLOYEE SAVINGS PLAN
Date: January 24, 1994 By: /s/Denis M. Crane
Denis M. Crane
Vice President & Controller
Computer Sciences Corporation
CSC CREDIT SERVICES, INC.
EMPLOYEE SAVINGS PLAN
Financial Statements and Supplemental
Schedules for the Years Ended September 30,
1993 and 1992 and Independent Auditors' Report
INDEPENDENT AUDITORS' REPORT
To the Plan Committee of CSC Credit Services, Inc.
Employee Savings Plan:
We have audited, by fund and in total, the accompanying statements of net
assets available for benefits of CSC Credit Services, Inc. Employee Savings
Plan (the "Plan") as of September 30, 1993 and 1992, and the related statements
of changes in net assets available for benefits for the years then ended.
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, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan as
of September 30, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment as of September 30, 1993 and (2) reportable
transactions for the year ended September 30, 1993 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department Labor's Rules and Regulations for Reporting and Disclosure under the
the Employmee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 1993 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE
HOUSTON, TEXAS
December 17, 1993
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
SEPTEMBER 30, 1993 AND 1992
ASSETS 1993 1992
INVESTMENTS, at fair value:
Trustee short-term cash management fund $486,141 $112,412
Computer Sciences Corporation common stock (10,054
and 8,473 shares, respectively) 922,455 579,341
Vanguard Group - Windsor Fund Incorporated II (205,031
and 151,671 units, respectively) 3,653,660 2,413,086
Fixed income contracts:
Crown Life Insurance Company 579,066
Executive Life Insurance Company 239,917 239,917
General American Life Insurance Company 876,720 1,193,881
Hartford Life Insurance Company 875,718 1,193,580
Protective Life Insurance Company 1,188,197 1,622,810
Provident National Assurance Company 1,441,515 1,826,631
Prudential Insurance Company of America 532,509
RECEIVABLES:
Employee contributions 70,650 47,262
Interest 32,026 52,169
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $10,319,508 $9,860,155
=========== ==========
<FN>
See accompanying notes to financial statements.
2
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED SEPTEMBER 30, 1993 AND 1992
1993 1992
INVESTMENT INCOME:
Net appreciation in fair value of investments $542,334 $132,948
Investment income 566,566 681,168
--------- --------
Total 1,108,900 814,116
--------- --------
CONTRIBUTIONS:
Employer 440,520 304,581
Employee 1,141,121 1,024,197
--------- ---------
Total 1,581,641 1,328,778
--------- ---------
Total additions 2,690,541 2,142,894
--------- ---------
BENEFITS PAID TO PARTICIPANTS (2,231,188) (700,150)
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 459,353 1,442,744
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 9,860,155 8,417,411
----------- ----------
End of year $10,319,508 $9,860,155
=========== ==========
<FN>
See accompanying notes to financial statements.
3
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1993 AND 1992
1. DESCRIPTION OF PLAN
The following description of the CSC Credit Services, Inc. Employee
Savings Plan provides only general information. Participants should
refer to the plan documents for a more complete description of the
Plan's provisions.
General - Effective October 1, 1987, Associated Credit Services, Inc.
established the Associated Credit Services, Inc. Employee Savings Plan.
The Plan's name was subsequently changed to the CSC Credit Services,
Inc. Employee Savings Plan (the "Plan").
The Plan is a defined contribution savings plan for employees of CSC
Credit Services, Inc., (the "Company"). Employees are eligible to
participate after completing an employment year consisting of at least
1,000 hours of service. The Plan is subject to provisions of the
Employee Retirement Income Security Act of 1974 and its subsequent
amendments and is considered a "cash or deferred arrangement" under
Section 401(k) of the Internal Revenue Code of 1986. The general
administration and operation of the Plan is vested in the Plan
Committee (the "Committee"). The trustee of the Plan is Texas
Commerce Trust Company N.A. (the "Trustee"), formerly Ameritrust
Texas N.A.
Employee contributions are invested at each employee's discretion in
the General Equity Fund, Fixed Income Fund, or Common Stock Fund on a
percentage allocation basis in any increment of 25%. The General Equity
Fund is invested in a pooled investment fund which, in turn, is invested
in equity investments. The Fixed Income Fund is invested in contracts
with insurance companies and short-term cash investments. The Company
Stock Fund is invested in Computer Sciences Corporation common stock.
Contributions - Participants may contribute (not to exceed $8,994 and
$8,728 for calendar years 1993 and 1992, respectively) from 2% to 15%
of their compensation. Employer contributions equal 50% of the first
6% of a participant's contributions not to exceed 3% of the
participant's plan compensation.
Participant Accounts - Each participant's account is credited with the
participant's contributions, the Company's matching contributions, and
earnings. Allocations are based primarily on account balances at
certain specified dates as provided under the terms of the Plan.
4
Vesting - Upon normal retirement, death, or disability, a participant
is entitled to the entire balance of his/her account. If a
participant's employment is terminated for any other reason, such
participant is entitled to the total of his/her employee contributions
plus a vested percentage of the Company's matching contributions.
Participants vest in Company contributions as follows:
Vesting Service Vesting Percent
Less than 2 years 0
2 years but less than 3 25
3 years but less than 4 50
4 years but less than 5 75
5 years or more 100
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Basis - The financial statements are prepared on the accrual
basis of accounting. Certain prior year amounts have been reclassified
to conform with the current year presentation.
Investments - Investments are presented in the financial statements at
their fair value using the first-in, first-out method. If available,
quoted market prices are used to value investments. Investments in
fixed income contracts are reported at contract values, which management
believes approximate fair values.
Administrative Expenses - Administrative expenses are paid by the
Company.
3. CONTRIBUTIONS
Included in employee contributions for 1993 and 1992 is $4,690 and
$23,703, respectively, consisting of lump sum distributions to employees
rolled over from other employee benefit plans.
4. BENEFITS PAYABLE
Benefits payable to participants who have withdrawn from the Plan are
$22,688 and $131,527 as of September 30, 1993 and 1992, respectively.
5. FEDERAL INCOME TAXES
The Plan obtained its latest determination letter on August 1, 1988,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the Plan's
tax counsel believe that the Plan as currently designed is being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, they believe that the Plan is qualified and
considered tax-exempt as of the financial statement date.
6. FORFEITURES
Upon termination, the nonvested portion of a participant's employer
contribution account is forfeited. The Company reserves the right to
use the forfeited balance to reduce future contributions by the
employer. Accumulated forfeitures amounted to $63,676 and $35,430 for
the years ended September 30, 1993 and 1992, respectively.
5
During 1993 and 1992, the Company elected to utilize $0 and $100,000,
respectively, of accumulated forfeitures to reduce employer
contributions to the Plan.
7. TERMINATION OF PLAN
The Plan has been established to continue indefinitely. However, the
Company reserves the right to terminate the Plan, in whole or in part,
at any time. In the event of a termination of the Plan, all
participants will be fully vested in their accounts under the Plan.
8. CONTINGENCIES
The Plan holds an investment in an Executive Life Insurance Company
("ELIC") fixed income contract totaling $239,917, comprised of $225,500
of principal and $14,417 of accrued interest, which matured September
30, 1992. ELIC is a wholly owned subsidiary of First Executive
Corporation ("FEC"). FEC, a holding company, filed for relief under
Chapter 11 of the United States Bankruptcy Code on May 13, 1991. On
December 26, 1991, a California state court approved a purchase by
Aurora National Life Assurance Company ("Aurora") of ELIC's assets and
liabilities by a consortium led by Altus Finance and Mutuelle Assurance
Artisanale de France. A Rehabilitation/Liquidation Plan for ELIC (the
"Rehabilitation") was filed January 13, 1992 subject to approval by the
California Superior Court. On August 13, 1993, the Rehabilitation was
approved. Subsequent to September 30, 1993, the Committee received
information concerning the details of the Rehabilitation and its
options. The Committee is currently evaluating the Plan's options
offered by the Rehabilitation and believes that the impact, if any,
will not have a material effect on the aggregate assets of the Plan.
9. RELATED-PARTY TRANSACTIONS
During the years ended September 30, 1993 and 1992, the Plan purchased
and sold shares of Computer Sciences Corporation common stock and units
of cash management funds managed by the Trustee as temporary
investments, as shown below:
1993 1992
------------------- ----------------------
Purchases Sales Purchases Sales
Computer Sciences Corporation:
Shares 3,019 1,413 2,457 495
Dollars $233,463 $396,082 $107,478 $32,235
======== ======== ======== =======
Trustee - short-term cash
management fund $2,122,969 $2,187,933 $2,523,058 $7,528,351
========== ========== ========== ==========
6
10. PLAN ASSETS BY FUND
The Plan consists of three investment funds. Each participant directs
the manner in which his or her account balance is invested. The net
assets available for benefits by fund and changes in net assets
available for benefits by fund for the years ended September 30, 1993
and 1992 are as follows:
1993
-------------------------------------------------------
Fixed General Common
Combined Income Equity Stock
Funds Fund Fund Fund
Net Assets Available
for Benefits by Fund:
Net assets available for
benefits $10,319,508 $5,686,376 $3,689,865 $943,267
=========== ========== ========== ========
Changes in Net Assets
Available for Benefits by Fund:
Net appreciation in fair
value of investments $ 542,334 $ 337,055 $205,279
Investment income 566,566 $ 446,191 120,107 268
Contributions:
Employer 440,520 196,074 182,761 61,685
Employee 1,141,121 491,739 485,551 163,831
--------- --------- --------- -------
Total additions 2,690,541 1,134,004 1,125,474 431,063
--------- --------- --------- --------
Benefits paid to participant(2,231,188) (1,845,998) (342,696) (42,494)
Interfund conversions, net (411,836) 459,140 (47,304)
---------- ---------- --------- --------
Increase (decrease) in net assets
available for benefits 459,353 (1,123,830) 1,241,918 341,265
Net assets available for benefits:
Beginning of year 9,860,155 6,810,206 2,447,947 602,002
----------- ---------- ---------- ---------
End of year $10,319,508 $5,686,376 $3,689,865 $943,267
=========== ========== ========== ========
7
1992
------------------------------------------------
Fixed General Common
Combined Income Equity Stock
Funds Fund Fund Fund
Net Assets Available
for Benefits by Fund:
Net assets available for
benefits $9,860,155 $6,810,206 $2,447,947 $602,002
========== ========== ========== ========
Changes in Net Assets
Available for Benefits by Fund:
Net appreciation in fair
value of investments $132,948 $104,141 $28,807
Investment income 681,168 $505,996 172,526 2,646
Contributions:
Employer 304,581 164,972 97,678 41,931
Employee 1,024,197 545,484 359,949 118,764
---------- ---------- ---------- --------
Total additions 2,142,894 1,216,452 734,294 192,148
---------- ---------- ---------- --------
Benefits paid to participants (700,150) (456,754) (182,506) (60,890)
Interfund conversions, net (246,282) 236,852 9,430
---------- ---------- ---------- --------
Increase in net assets
available for benefits 1,442,744 513,416 788,640 140,688
Net assets available for benefits:
Beginning of year 8,417,411 6,296,790 1,659,307 461,314
---------- ---------- ---------- --------
End of year $9,860,155 $6,810,206 $2,447,947 $602,002
========== ========== ========== ========
*****
8
Item 30a - Schedule of Assets Held for Investment
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT,
SEPTEMBER 30, 1993
Current
Description of Investment Cost Value
Computer Science Corporation-common stock (10,054 shares) $673,635 $922,455
Vanguard Group-Windsor Fund Incorporated II
(205,031 shares) 3,071,240 3,653,660
Executive Life Insurance-8.7% fixed income contract
due 9/30/92 239,917 239,917
General American Life Insurance-8.41% fixed income contract
due 9/30/96 876,720 876,720
Hartford Life Insurance - 8.41% fixed income contract
due 9/30/96 875,718 875,718
Protective Life Insurance - 9.1% fixed income contract
due 9/30/94 498,116 498,116
Protective Life Insurance - 7.98% fixed income contract
due 3/31/97 690,081 690,081
Provident National Assurance Company - 7.92% fixed income
contract due 3/31/97 1,441,515 1,441,515
Prudential Insurance Company of America - 6.31% fixed income
contract due 9/30/98 532,509 532,509
Texas Commerce Trust Company N.A. - cash management fund 486,141 486,141
9
Item 30d - Schedule of Reportable Transactions
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1993
Current
Number Value on Net
Description of of Purchase Cost of Transaction Gain or
Investment Purchases (Selling) Asset Date (Loss)
(Sales) Price
Single transactions - none
Series of transactions:
Texas Commerce Trust
Company N.A. - Cash
Management Fund 103 $2,122,969 $2,122,969
(173) (2,187,933) 2,187,933 $2,187,933
Vanguard Group - Winsor II
34 1,235,524 1,235,524
(10) (332,006) 287,649 332,006 $44,357
Provident National Assurance Co.
- Fixed Income Contract 18 274,762 274,762
(14) (659,878) 659,878 659,878
Prudential Insurance Company
- Fixed Income Contract 18 576,564 576,564
(7) (44,055) 44,055 44,055
Crown Life Insurance Company -
Fixed Income Contract 4 47,490 47,490
(15) (626,556) 626,556 626,556
10
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in Registration Statement
No. 33-26977 of Computer Sciences Corporation on Form S-8 of our report dated
December 17, 1993, appearing in this Annual Report on Form 11-K of CSC Credit
Services, Inc. Employee Savings Plan for the year ended September 30, 1993.
DELOITTE & TOUCHE
HOUSTON, TEXAS
January 19, 1994