POLICY MANAGEMENT SYSTEMS CORPORATION 401(k) RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES For the years ended December 31, 1996 and 1995 With Report of Independent Accountants PAGE Policy Management Systems Corporation 401(k) Retirement Savings Plan INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES __________ Page Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Plan Benefits, with Fund Information as of December 31, 1996 and 1995 2-5 Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information for the years ended December 31, 1996 and 1995 6-9 Notes to Financial Statements 10-16 Supplemental Schedules: Form 5500, Item 27(a) - Schedule of Assets Held for Investment Purposes, as of December 31, 1996 18-19 Form 5500, Item 27(d) - Schedule of Reportable Transactions for the year ended December 31, 1996 20 PAGE REPORT OF INDEPENDENT ACCOUNTANTS To the Administrative Committee of Policy Management Systems Corporation 401(k) Retirement Savings Plan We have audited the accompanying statements of net assets available for plan benefits of the Policy Management Systems Corporation 401(k) Retirement Savings Plan (the "Plan") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for plan 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, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions 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 of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement 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 schedules and fund information have been subjected to the auditing procedures applied in our audit 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. Coopers & Lybrand L.L.P. Atlanta, Georgia June 9, 1997 PAGE POLICY MANAGEMENT SYSTEMS CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION As of December 31, 1996 U.S. Puritan Magellan Short-Int. PMSC Loan Government Mutual Mutual Bond Stock Fund Reserves Fund Fund Fund (A) Fund ASSETS Investments, at current value: Short-term investments $ 10,396 $ 8,962 $ 130,375 $ 11,503 $ 15,663 Mutual Funds 19,047,561 18,032,059 23,848,712 3,241,251 Common Stock 12,372,653 Total Investments 19,057,957 18,041,021 23,979,087 3,252,754 12,388,316 Receivables: Loans receivable $3,066,650 Employer contributions receivable 166,602 Total Receivables 3,066,650 166,602 Cash 4,050 83,657 (879) (449) 49 (507) Total Assets 3,070,700 19,141,614 18,040,142 23,978,638 3,252,803 12,554,411 LIABILITIES Accounts payable 136,153 13,063 Total Liabilities 136,153 13,063 Net assets available for plan benefits $3,070,700 $19,005,461 $18,040,142 $23,978,638 $3,252,803 $12,541,348 <FN> Continued on next page (A) Formerly called "Fixed Income Fund" The accompanying notes are an integral part of these financial statements. POLICY MANAGEMENT SYSTEMS CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION As of December 31, 1996 (continued) Smith Barney Smith Barney Smith Barney Forfeiture Fundamental Int'l Equities Account Account Account Fund Total ASSETS Investments, at current value: Short-term investments $ 2,182 $ 7 $ 4 $ 168 $ 179,260 Mutual Funds 4,539,952 2,432,104 4,409,003 75,550,642 Common Stock 159,555 12,532,208 Total Investments 161,737 4,539,959 2,432,108 4,409,171 88,262,110 Receivables: Loans receivable 3,066,650 Employer contributions receivable 166,602 Total Receivables 3,233,252 Cash 11 63,682 1,716 33 151,363 Total Assets 161,748 4,603,641 2,433,824 4,409,204 91,646,725 LIABILITIES Accounts payable 63,657 1,702 214,575 Total Liabilities 63,657 1,702 214,575 Net assets available for plan benefits $161,748 $4,539,984 $2,432,122 $4,409,204 $91,432,150 <FN> The accompanying notes are an integral part of these financial statements. PAGE POLICY MANAGEMENT SYSTEMS CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION As of December 31, 1995 U.S. Puritan Magellan PMSC Loan Government Mutual Mutual Stock Fund Reserves Fund Fund Fund ASSETS Investments, at current value: Short-term investments $ 14,447 $ 1,115 $ 1,508 $ 4,351 Mutual Funds 23,800,700 15,535,725 21,147,061 Common Stock 10,090,844 Total Investments 23,815,147 15,536,840 21,148,569 10,095,195 Receivables: Loans receivable $2,338,035 Employer contributions receivable 264,413 Other receivables 25,360 Total Receivables 2,338,035 25,360 264,413 Cash 95,763 Total Assets 2,338,035 23,936,270 15,536,840 21,148,569 10,359,608 LIABILITIES Accounts payable 283,597 Other 658 627 4,006 Total Liabilities 283,597 658 627 4,006 Net assets available for plan benefits $2,338,035 $23,652,673 $15,536,182 $21,147,942 $10,355,602 <FN> Continued on next page The accompanying notes are an integral part of these financial statements. PAGE POLICY MANAGEMENT SYSTEMS CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION As of December 31, 1995 (continued) Fixed Smith Barney Smith Barney Smith Barney Income Forfeiture Fundamental Int'l Equities Fund Account Account Account Fund Total ASSETS Investments, at current value: Short-term investments $ 91 $ 14,616 $ 97 $ 19 $ 14 $ 36,258 Mutual Funds 3,171,168 3,040,941 1,645,408 1,942,449 70,283,452 Common Stock 799 10,091,643 Total Investments 3,171,259 15,415 3,041,038 1,645,427 1,942,463 80,411,353 Receivables: Loans receivable 2,338,035 Employer contributions receivable 264,413 Other receivables 16,338 41,698 Total Receivables 16,338 2,644,146 Cash 33 187,616 1,106 8 284,526 Total Assets 3,171,292 15,415 3,228,654 1,662,871 1,942,471 83,340,025 LIABILITIES Accounts payable 187,603 17,438 488,638 Other 5,840 11,131 Total Liabilities 5,840 187,603 17,438 499,769 Net assets available for plan benefits $3,171,292 $ 9,575 $3,041,051 $1,645,433 $1,942,471 $82,840,256 <FN> The accompanying notes are an integral part of these financial statements. PAGE POLICY MANAGEMENT SYSTEMS CORPORATION 401 (k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For the year ended December 31, 1996 U.S. Puritan Magellan Short-Int. PMSC Loan Government Mutual Mutual Bond Stock Fund Reserves Fund Fund Fund (A) Fund Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in market value $ 312,374 $(1,117,737) $ (82,415) $ 204,150 Dividends and interest $ 1,040,707 2,058,216 3,655,358 218,613 3,405 1,040,707 2,370,590 2,537,621 136,198 207,555 Cash Contributions: Employer 3,282,548 Employee 793,927 1,935,134 2,894,473 458,763 224,792 793,927 1,935,124 2,894,473 458,763 3,507,340 Transfers $ (8,900) (2,954,159) (86,647) (124,485) (216,506) (225,268) Loan repayments (690,062) 103,839 250,600 368,709 63,555 45,976 Securities settlement 239,366 Other additions 97,668 11,654 13,870 Total Additions (698,962) (1,015,686) 4,567,345 5,687,972 442,010 3,788,839 Deductions (Additions) from net assets attributed to: Distributions 177,815 2,805,675 1,788,953 2,407,635 292,227 891,649 Forfeitures 18,025 (2,067) (5,657) (5,615) 506,516 Loan disbursements (1,596,492) 498,779 259,324 440,401 68,249 184,123 Other deductions (12,950) 309,047 17,175 14,897 5,638 20,805 Total Deductions (1,431,627) 3,631,526 2,063,385 2,857,276 360,499 1,603,093 Net increases (decreases) 732,665 (4,647,212) 2,503,960 2,830,696 81,511 2,185,746 Net assets available for plan benefits Beginning of year 2,338,035 23,652,673 15,536,182 21,147,942 3,171,292 10,355,602 End of year $3,070,700 $19,005,461 $18,040,142 $23,978,638 $3,252,803 $12,541,348 <FN> Continued on next page (A) Formerly called "Fixed Income Fund" The accompanying notes are an integral part of these financial statements. POLICY MANAGEMENT SYSTEMS CORPORATION 401 (k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For the year ended December 31, 1996 (continued) Smith Barney Smith Barney Smith Barney Forfeiture Fundamental Int'l Equities Account Account Account Fund Total Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in market value $ (28,021) $ 410,227 $ 221,973 $ (309,334) $ (388,783) Dividends and interest 1,993 252,892 18,399 88,416 7,337,999 (26,028) 663,119 240,372 (220,918) 6,949,216 Cash Contributions: Employer 3,282,548 Employee 342,539 209,420 361,771 7,220,819 342,539 209,420 361,771 10,503,367 Transfers (315,801) 836,073 481,677 2,614,016 0 Loan repayments 47,363 30,528 50,743 271,251 Securities settlement 239,366 Other additions 604 679 679 679 125,833 Total Additions (341,225) 1,889,773 962,676 2,806,291 18,089,033 Deductions (Additions) from net assets attributed to: Distributions 319,434 135,661 289,812 9,108,861 Forfeitures (510,554) (230) (40) (378) 0 Loan disbursements 65,248 36,852 43,516 0 Other deductions 17,156 6,388 3,514 6,608 388,278 Total Deductions (493,398) 390,840 175,987 339,558 9,497,139 Net increases (decreases) 152,173 1,498,933 786,689 2,466,733 8,591,894 Net assets available for plan benefits Beginning of year 9,575 3,041,051 1,645,433 1,942,471 82,840,256 End of year $ 161,748 $4,539,984 $ 2,432,122 $4,409,204 $91,432,150 <FN> The accompanying notes are an integral part of these financial statements. POLICY MANAGEMENT SYSTEMS CORPORATION 401 (k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For the year ended December 31, 1995 U.S. Puritan Magellan PMSC Loan Government Mutual Mutual Bond Stock Fund Reserves Fund Fund Fund Fund Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in market value $ 1,475,233 $ 3,320,061 $ 5,846 $ 701,536 Dividends and interest $ 1,042,659 733,059 1,203,777 (4,738) 5,661 1,042,659 2,208,292 4,523,838 1,108 707,197 Cash Contributions: Employer 1,566,673 2,009,437 Employee 1,965,235 1,725,860 2,381,734 56,086 3,531,908 1,725,860 2,381,734 2,065,523 Transfers $ (35,283) (10,848,148) 2,579,281 3,488,199 (92,066) 1,871,559 Net assets received from other benefit plans 27,708,300 2,598,711 2,925,355 79,123 Loan repayments (256,026) 83,639 84,295 108,725 8,772 Other additions 60,936 64,840 Total Additions (291,309) 21,579,294 9,196,439 13,427,851 (90,958) 4,797,014 Deductions (Additions) from net assets attributed to: Distributions 80,663 3,207,829 1,376,964 1,940,279 20,941 889,268 Forfeitures 34,202 1,942 2,311 149,506 Loan disbursements (2,321,346) 907,430 397,107 579,779 238,638 Other deductions (9,920) 228,500 27,584 231,265 26,266 Total Deductions (2,250,603) 4,377,961 1,803,597 2,753,634 20,941 1,303,678 Net increases (decreases) 1,959,294 17,201,333 7,392,842 10,674,217 (111,899) 3,493,336 Net assets available for plan benefits Beginning of year 378,741 6,451,340 8,143,340 10,473,725 111,899 6,862,266 End of year $2,338,035 $23,652,673 $15,536,182 $21,147,942 $ 0$10,355,602 <FN> Continued on next page The accompanying notes are an integral part of these financial statements. PAGE POLICY MANAGEMENT SYSTEMS CORPORATION 401 (k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For the year ended December 31, 1995 (continued) Fixed Smith Barney Smith Barney Smith Barney Income Forfeiture Fundamental Int'l Equities Fund Account Account Account Fund Total Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in market value $ 141,617 $ (4,704) $ 16,782 $ (9,308) $ 216,046 $ 5,863,109 Dividends and interest 172,835 5,153 187,796 16,975 44,854 3,408,031 314,452 449 204,578 7,667 260,900 9,271,140 Cash Contributions: Employer 3,576,110 Employee 424,197 59,807 33,636 39,161 6,685,716 424,197 59,807 33,636 39,161 10,261,826 Transfers (95,072) 116,926 1,073,411 885,850 1,055,343 0 Net assets received from other benefit plans 950,615 1,794,758 743,836 638,378 37,439,076 Loan repayments 19,601 3,784 2,351 2,324 57,465 Other additions 125,776 Total Additions 1,613,793 117,375 3,136,338 1,673,340 1,996,106 57,155,283 Deductions (Additions) from net assets attributed to: Distributions 280,161 5,875 36,975 2,763 23,279 7,864,997 Forfeitures 668 (188,629) 0 Loan disbursements 89,969 55,370 23,889 29,164 0 Other deductions 6,129 559,281 2,942 1,255 1,192 1,074,494 Total Deductions 376,927 376,527 95,287 27,907 53,635 8,939,491 Net increases (decreases) 1,236,866 (259,152) 3,041,051 1,645,433 1,942,471 48,215,792 Net assets available for plan benefits Beginning of year 1,934,426 268,727 0 0 0 34,624,464 End of year $3,171,292 $ 9,575 $3,041,051 $ 1,645,433 $1,942,471 $82,840,256 <FN> The accompanying notes are an integral part of these financial statements. PAGE 1. ESTABLISHMENT OF PLAN The Board of Directors of Policy Management Systems Corporation (the "Company") established the Policy Management Systems Corporation 401(k) Retirement Savings Plan (formerly the Policy Management Systems Corporation 401(k) Retirement Plan) (the "Plan") to provide a before-tax savings retirement program for all eligible employees of the Company. The Plan, which became effective on April 1, 1990, replaced the retirement plan portion of the Stock Purchase Savings Program for Employees of Policy Management Systems Corporation. Effective January 1, 1994, the retirement plan of Cybertek Corporation, a wholly-owned subsidiary of the Company, was merged into the Plan and all assets available to Participants were transferred into the Plan. Effective January 1, 1995, the PMS, Inc. Profit - Sharing/401(k) Savings Plan was merged into the Plan and all assets available to Participants were transferred into the Plan. Effective July 1, 1995 the Policy Management Systems Corporation Profit Sharing Plan and Trust was merged into the Plan and all assets available to Participants were transferred into the Plan. The Plan is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). 2. PLAN DESCRIPTION General The following description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Eligibility All employees of the Company and its participating affiliates, who are U.S citizens or U.S. residents, who have attained the age of 18, and who have completed any six-consecutive-month period of employment are eligible to participate in the Plan. A Participant who chooses not to enroll in the Plan when they are first eligible may elect to participate at a later date, in accordance with the terms of the Plan. Employee Contributions Effective January 1, 1995, Participants may contribute in 1% increments up to 6% of eligible compensation as either Basic Before-Tax or Basic After- Tax Contributions to the Plan, and may contribute an additional 9% of eligible compensation as either Additional Before-Tax or Additional After- Tax Contributions to the Plan, not to exceed a total aggregate annual Contribution to the Plan of greater than 15% of eligible compensation. The maximum Before-Tax Contribution allowed by the Internal Revenue Code of 1986, as amended (the "Code"), for 1996 was $9,500. Employer Matching Contributions Effective January 1, 1995, the Company began matching 100% of the first 3% and 50% of the next 3% of the Participant's Basic Before-Tax or Basic After-Tax Contributions, but not both. Also, effective July 1, 1995, Employer Matching Contributions are invested in Policy Management Systems Corporation common stock. Allocations Participant's accounts are credited with the actual income derived from the investments in such accounts and with the actual expenses related to such accounts. Investment Elections Each Participant is required to submit an election form to the Plan Administrator designating the allocation of the Participant's contributions among the Plan's investment funds in multiples of 5%. In addition, Participants may change the investment of contributions and may move their vested balances among investment funds by phone at specified intervals during the year. In addition to the contributions specified above, Participants who receive a qualified distribution under section 401(a) of the Code, from any other tax qualified plan, may have all or part of such distribution transferred into the Plan. Such rollover contributions are subject to tax regulations imposed by the Code. Effective January 1, 1995, the Series EE Bond Fund was closed for investment. The assets were allocated among the Plan's other investment funds in accordance with the respective participant elections. Also, effective July 1, 1995, the Smith Barney funds were added as investment electives of the Plan. PAGE Vesting A Participant is always 100% vested in his or her Before-Tax Contribution Accounts, After-Tax Contribution Accounts and Rollover Account. A Participant will generally become fully vested in his or her Employer Matching Contribution Account when the first of the following occurs: the Participant obtains five years of Credited Service; the Participant reaches his or her Normal Retirement Date; the Participant becomes Permanently Disabled; or on the date of the Participant's death. Forfeiture Allocations All Participant forfeitures are used to reduce future Employer Matching Contributions to the Plan. Benefit Payments The Participant's After-Tax Contributions may be withdrawn at any time upon written request of the Participant. In addition, a Participant may withdraw all or any part of his or her vested Employer Contributions transferred to the Plan from the Stock Purchase Savings Program and the vested Employer Matching Contributions on his or her Basic After-Tax Contributions, but only to the extent that such contributions have been in the Plan or the Stock Purchase Savings Program for at least two full Plan Years after the Plan Year in which such contributions were made. Loans Participants may apply for loans greater than $1,000 from the Plan, collateralized by their account balances and repaid through payroll deduction generally subject to the following terms: 1) The total loans of any Participant at any point in time shall not exceed the lesser of (i) 50% of the Participant's vested Account balance, or (ii) $50,000 adjusted on the volume of loan outstanding to the Participant during the previous one-year period. 2) Loans may not be made in such a manner as to favor Highly Compensated Employees, Officers or Shareholders. 3) No Participant shall be permitted to have more than one loan from the Plan issued and outstanding at any time, and no Participant shall be issued a new loan within six months of repayment of a Plan loan. PAGE 4) Interest charged on loans is determined by the Committee at a rate commensurate with interest rates charged for similar loans under general market conditions. 5) The length and terms of repayment may not exceed 5 years, unless the purpose of the loan is for the purchase of the Participant's principal residence, in which case the loan term may be extended to ten years. 6) All amounts repaid are credited to the Participant's account. Administrative Expenses Administrative expenses of the Plan may be paid out of Plan assets if not paid by the Company. Administrative expenses paid by the Plan for the years ended December 31, 1996 and 1995 were $388,278 and $720,911, respectively. 3. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements have been prepared on the accrual basis in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles may require management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of additions to and deductions from net assets available for plan benefits during the reporting period. Actual results could differ from those estimates. Accounting for Benefit Distributions In accordance with guidance issued by the American Institute of Certified Public Accountants in 1993, the Plan accounts for distributions such that all amounts elected to be withdrawn and distributed from the Plan by Participants are not recorded as a liability in the Statement of Net Assets Available for Plan Benefits. As of December 31, 1996 and 1995, $360,819 and $815,161 have been allocated to accounts of persons who have withdrawn from participation in the earnings and operations of the Plan, but for which disbursement of those funds from the Plan has not yet been made. The following is a reconciliation to the amounts reported on Form 5500: Net assets available for plan 1996 1995 benefits as stated in the financial statements $91,432,150 $82,840,256 Less: Distributions payable (360,819) (815,161) Net assets available for plan benefits per Form 5500 $91,071,331 $82,025,095 In addition, the financial statements differ from the Form 5500 by the same amount for distributions on the Statement of Changes in Net Assets. Investments The Plan invests in open-ended funds managed by either Fidelity Investments, First Union National Bank, Smith Barney or Evergreen with the exception of the PMSC Stock Fund and Forfeiture Fund. Each fund is valued at quoted market prices to determine a current fund value. Investments in securities for which exchange quotations are readily available are valued at the last sale price, or, if no sale, at the closing bid price. Debt securities are valued in the same manner or in some other manner, if, in the opinion of the Board of Trustees, such other manner would more accurately reflect the fair value of such debt securities. Short-term investments (consisting primarily of money-market funds) are valued either at amortized cost or original cost plus accrued interest, both of which approximate market value. The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Certain amounts in the prior period financial statements have been reclassified to conform to current year presentation. 4. TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated January 26, 1996, that the Plan is designed in accordance with Sections 401(k) and 401(a) of the Code. The Plan administrator believes that the Plan is written and is currently being operated in compliance with the applicable requirements of the Code. 5. TERMINATION OF PLAN The Company expects and intends to continue the Plan in force indefinitely, but has reserved the right to amend or terminate the Plan as necessary. If the Plan were to be terminated, Participants would become fully vested and all assets of the Plan would be distributed to the individual Participants based upon the vested balances in their individual accounts at the date of termination. PAGE 6. RELATED PARTY TRANSACTIONS The Plan purchases, on behalf of Participants, shares of the Company's common stock in accordance with individual Participant's investment elections. During the Plan year ended December 31, 1996, the Plan purchased 109,549 shares at an aggregate cost of $4,571,197 and sold 45,586 shares for aggregate proceeds of $2,084,743 and realized losses of $93,135. During the Plan year ended December 31, 1995, the Plan purchased 105,948 shares at an aggregate cost of $5,200,287 and sold 48,025 shares for aggregate proceeds of $2,196,222 and realized gains of $65,081. The Plan also had 271,701 and 211,898 shares of the Company's common sotck with a fair value of $12,532,208 and $10,091,643 at December 31, 1996 and 1995, respectively. 7. SECURITIES SETTLEMENT In December 1994, the Company reached an agreement, which was subsequently approved on May 26, 1995, by the United Stated District Court for the District of South Carolina, to settle its shareholder class action. The Plan, as an eligible shareholder, received $239,366 as its portion of the settlement in November 1996. The proceeds were received by the PMSC Stock Fund, invested in PMSC stock and allocated on a pro rata basis to eligible participants. PAGE SUPPLEMENTAL SCHEDULES PAGE POLICY MANAGEMENT SYSTEMS CORPORATION 401(k) RETIREMENT SAVINGS PLAN FORM 5500, ITEM 27(a)-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1996 Current Identity of Issue Description of Investment Cost Value Fidelity 19,047,561 units Fidelity Retirement Government Money Market Trust Money Market Portfolio $19,047,561 $19,047,561 Reserves 10,396 units Valiant General Fund #62 10,396 10,396 Fidelity 1,045,943 units Fidelity Puritan Puritan Fund Fund, Inc. 16,623,570 18,032,059 8,962 units Valiant General Fund #62 8,962 8,962 Fidelity 295,706 units Fidelity Magellan Magellan Fund Fund, inc. 22,166,902 23,848,712 130,375 units Valiant General Fund #62 130,375 130,375 PMSC 268,242 shares Policy Management Stock Fund Systems Corporation Common Stock * 11,914,180 12,372,653 15,663 units Valiant General Fund #62 15,663 15,663 Evergreen Short- 327,069 units Evergree Intermediate Bond Acct. Short-Int. Bond Account 3,297,691 3,241,251 11,503 units Valiant General Fund #62 11,503 11,503 Forfeiture 3,459 shares Policy Management Systems Account Corporation Common Stock * 164,736 159,555 2,182 units Valiant General Fund #62 2,182 2,182 Loan 3,066,650 units participant loans Fund bearing interest rates from 7.00% to 12.25% with varying maturities from 18 to 360 months 3,066,650 3,066,650 Smith Barney 125,431 units Smith Barney Int'l Account International Equity Fund 2,214,042 2,432,104 4 units Valiant General Fund #62 4 4 <FN> Continued on next page POLICY MANAGEMENT SYSTEMS CORPORATION 401(k) RETIREMENT SAVINGS PLAN FORM 5500, ITEM 27(a)-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1996 (continued) Current Identity of Issue Description of Investment Cost Value Smith Barney 156,848 units Smith Barney Special Equities Account Equities Fund 4,535,983 4,409,003 168 units Valiant General Fund #62 168 168 Smith Barney 478,898 units Smith Barney Fundamental Value Acct. Fundamental Value Fund 4,143,677 4,539,952 7 units Valiant General Fund #62 7 7 <FN> * Indicates party-in-interest to the Plan. Note: The Valiant General Fund #62 represents funds held in a money market account for the purpose of paying disbursements related to the purchasing and selling of investments. PAGE POLICY MANAGEMENT SYSTEMS CORPORATION 401(k) RETIREMENT SAVINGS PLAN FORM 5500, ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 Value of Identity Asset on of Party Description of Number of Selling Cost of Transaction Net Gain Involved Assets Transactions Price Asset Date (Loss) Single Transactions Exceeding 5% of Net Assets There were no single transactions exceeding 5% of Net Assets for 1996. Series of Transactions Exceeding 5% of Net Assets (Exclusive of the Above Transactions) Fidelity Retirement Gov't Money Market Money Market Account Portfolio Shares 43 1,763,696 1,763,696 Fidelity Retirement Gov't Money Market Money Market Account Portfolio Shares 58 6,516,835 6,516,835 6,516,835 0 Fidelity Puritan Mutual Fund Fund Shares 44 4,407,096 4,566,075 Fidelity Puritan Mutual Fund Fund Shares 38 2,223,135 2,035,642 2,233,034 187,493 Fidelity Magellan Mutual Fund Fund Shares 42 7,333,044 8,056,583 Fidelity Magellan Mutual Fund Fund Shares 38 3,513,660 3,357,515 3,533,347 156,145 PMSC Stock PMSC Common Fund Stock 46 4,571,197 4,511,931 PMSC Stock PMSC Common Fund Stock 53 2,084,743 2,109,255 2,092,793 (24,513) Money Market Valiant General Account Fund #62 Shares * 29,498,627 29,498,627 Money Market Valiant General Account Fund #62 Shares * 29,355,625 29,355,625 29,355,625 0 <FN> *Omitted from schedule by Trustee.