Exhibit 99.1 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 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended: December 31, 1997 [_] 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: Computer Sciences Corporation Matched Asset 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, California 90245 1 TABLE OF CONTENTS ----------------- Description Page - ----------- ---- (a) Financial Statements: Independent Auditors' Report................................................... 3 Statements of Net Assets Available for Benefits As of December 31, 1997 and 1996............................................... 4 Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 1997 and 1996................................. 5 Notes to Financial Statements.................................................. 6 (b) Exhibit: Independent Auditors' Consent.................................................. E-1 (c) Supplemental Schedules: Schedule of Assets Held for Investment Purposes................................ S-1 Schedule of Reportable Transactions............................................ S-2 2 INDEPENDENT AUDITORS' REPORT Employee Retirement Plan Committee Computer Sciences Corporation El Segundo, California We have audited the accompanying statements of net assets available for benefits of the Computer Sciences Corporation Matched Asset Plan (the "Plan") as of December 31, 1997 and 1996, 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 audits 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 referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, 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 supplemental schedules listed in Section C of the table of contents 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. These supplemental schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/Deloitte & Touche LLP June 5, 1998 3 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31 ------------------------------ 1997 1996 ------------ ------------- ASSETS Investments (Notes 2, 5, 9 and 10): Short-term investments $ 14,812,841 $ 4,881,963 Long-term investments--at fair value: Brinson U.S. Bond Fund 84,332,245 69,326,850 Brinson U.S. Stock Fund 40,159,408 37,602,556 Brinson U.S. Equity Fund 249,786,910 190,510,057 Mellon Stock Index Funds 110,042,765 58,160,214 CSC Company stock 238,770,004 220,003,596 Employee loans (Note 6) 20,422,664 16,021,749 Plan interest in Master Trust 142,956,868 91,252,142 Guaranteed investment contracts--at contract value 15,231,349 61,203,657 ------------ ------------ Total investments 916,515,054 748,962,784 ------------ ------------ Receivables: Employer contribution 452,287 323,412 Participants' contribution 3,900,688 3,111,463 Accrued income 15,259 42,949 Total Receivables 4,368,234 6,780,923 ------------ ------------ Total Assets 920,883,288 755,743,707 ------------ ------------ LIABILITIES Accounts Payable 1,482,254 1,054,114 Accrued Expenses 325,925 218,770 ------------ ------------ Total Liabilities 1,808,179 1,272,884 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $919,075,109 $754,470,823 ============ ============ See Notes to Financial Statements 4 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31 ------------------------------- 1997 1996 ------------ ------------ ADDITIONS Investment Income: Net appreciation in fair value of investments (Note 9) $ 65,905,291 $ 76,497,351 Interest 3,031,996 5,423,422 Dividends 15,217,887 9,668,924 Plan interest in Master Trust investment income 7,283,958 3,071,796 ------------ ------------ 91,439,132 94,661,493 Less Investment Management Fees (972,982) (833,263) ------------ ------------ 90,466,150 93,828,230 Contributions: Employee 88,006,055 66,417,162 Employer 14,800,519 11,665,836 Employee Rollovers 18,922,266 15,151,958 Transfers From Other Plans (Note 8) 23,324,149 17,337,285 ------------ ------------ 145,052,989 110,572,241 ------------ ------------ Total Additions 235,519,139 204,400,471 ------------ ------------ DEDUCTIONS Distributions to Participants (Notes 1 and 7) 70,914,853 45,929,239 ------------ ------------ Total Deductions 70,914,853 45,929,239 ------------ ------------ Net Increase 164,604,286 158,471,232 Net Assets Available for Benefits at Beginning of Year 754,470,823 595,999,591 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $919,075,109 $754,470,823 ============ ============ See Notes to Financial Statements 5 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Note 1 Description of the Plan ----------------------- The following brief description of the Computer Sciences Corporation Matched Asset Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan documents for more complete information. The Plan was adopted by the action of the Board of Directors of Computer Sciences Corporation (the "Company") taken on November 3, 1986, and constitutes an amendment and restatement of the Employee Stock Purchase Plan ("the Prior Plan"). The Plan is a continuation of the Prior Plan and is qualified under the Internal Revenue Code (the "Code"), as amended, Section 401(a) and, effective as of January 1, 1987, with respect to the portion thereof that qualifies as a qualified cash or deferred arrangement, to satisfy the requirement of Code Section 401(k). It is also subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Company reserves the right to discontinue its contributions and 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. Eligibility and Participation - ----------------------------- Any eligible employee who has satisfied the Plan's age and service requirements, and is employed by the Company, and who receives a stated compensation in respect of employment on the payroll of the Company, is eligible to become a participant, with the exception of a person who is represented by a collective bargaining unit and whose benefits have been the subject of good faith bargaining under a contract that does not specify that such person is eligible to participate in the Plan. In addition, the Company may determine to exempt all employees of any division, unit, facility or class from coverage under the Plan. Any person who leaves the employ of the Company and, at a later time becomes re-employed, must reapply to participate in the Plan, provided he or she otherwise meets the eligibility requirements. There were approximately 18,755 participating employees at December 31, 1997. 6 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Employee and Company Contributions - ---------------------------------- Subject to certain limitations described below, an eligible employee who elects to become a participant may authorize any whole percentage (at least 1% but not more than 15%) of such employee's monthly compensation (as defined in the Plan) to be deferred and contributed to the trust fund on his or her behalf, up to a maximum amount of $9,500 for calendar year 1997. Any compensation deferral in excess of $9,500, together with income allocable to that excess, will be returned to a participant. Any matching Company contributions attributable to any excess contribution, and income allocable thereto, will either be returned to the Company or applied to reduce future matching Company contributions. In order to qualify for the special tax treatment accorded to plans by Section 401(k) of the Code, contributions on behalf of participants under the Plan must meet two nondiscrimination tests designed to prevent a disproportionate compensation deferral election by employees who are highly compensated in relation to other employees. The Committee may cause the percentage authorized by the highly compensated participants to be reduced if the Plan does not meet both of the nondiscrimination tests. A participant is not permitted to make voluntary after-tax contributions to the Plan. The Company will contribute and forward to the trust fund, together with a compensation deferral contribution equal to each participant's qualifying compensation deferral, an amount equal to 50% of the first 3% of the participant's compensation deferral (except for two groups of employees: the first group is a small number of employees to whom under the terms of their contract agreement the Company will contribute an amount equal to 50% of the first 4% of the participant's compensation deferral; and the second group to whom under the terms of their contract agreement the Company will contribute an amount equal to 100% of the first 7% of the participant's compensation deferral). Matching contributions will be invested in the Company Stock Fund, which invests in the common stock of Computer Sciences Corporation. Participant Accounts - -------------------- Each participant's account is credited with the participant's contribution and the Company's matching contribution and allocations of 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. 7 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Vesting of Participants' Interests/Forfeitures - ---------------------------------------------- A participant's interest in his or her Compensation Deferral Account, Retirement Account, After Tax Account, and Rollover Account is at all times fully vested in the participant or, when appropriate, in the participant's beneficiary or legal representative. Each participant has a vested interest in the value of his or her Matching Contribution Account equal to twenty-five percent (25%) after completing two full years of service and increasing by twenty-five percent (25%) for each additional full year of service (except for a small number of participants who, under the terms of their contract agreement, will vest 100% after 2 years). Vesting accelerates to 100% in the event of reaching age 65 while employed by the Company or upon severance by reason of death or total and permanent disability. Any nonvested portion of the Matching Contributions Account will be forfeited upon withdrawal from the Plan. Forfeitures may be applied to reduce future matching contributions by the Company. Such forfeitures during 1997 and 1996 amounted to $1,410,024 and $1,097,819, respectively. Distributable Amounts, Withdrawals and Refunds - ---------------------------------------------- A participant may become entitled to a distribution of his or her distributable benefit by reason of retirement, death, total and permanent disability, voluntary termination of employment, or dismissal. The rules of payment of a participant's distributable benefit depend upon age of the participant, the number of years of service completed by the participant and the type of severance. The total amounts distributed during 1997 and 1996 were $70,097,198 and $44,996,599, respectively. While still an employee, a participant may, upon at least a 30 day written notice to the Committee, make a withdrawal of his or her compensation deferral 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. These withdrawals during 1997 and 1996 totaled $817,655 and $932,640, respectively. In order for the Plan to meet the nondiscrimination tests, the Committee has caused the compensation deferral percentage for certain highly compensated employees to be reduced, which has also resulted in the return of excess compensation deferrals. 8 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Note 2 Summary of Significant Accounting Policies ------------------------------------------ The accounting and reporting policies followed in preparation of the financial statements of the Plan of the Company conform with generally accepted accounting principles. The following is a summary of the significant policies. 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 revenues and expenses during the reported period. Actual results could differ from those estimates. Assets of the Plan - ------------------ The assets of the Plan are held in a trust with five sub-accounts representing the investment options. The investment income in the respective sub-accounts is allocated to the participants. Contributions to, and payments from, the Plan are specifically identified to the applicable sub-accounts within the trust. 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. In general, participants in the Company Stock Fund 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 plan year 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 investments are stated at cost which approximates fair value. 9 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Valuation of Guaranteed Investment Contracts - -------------------------------------------- The Plan holds guaranteed investment contracts, which are considered to be fully benefit responsive as access to the funds of these contracts is not restricted. The guaranteed investment contracts are valued at contract value in accordance with SOP 94-4. Contract value represents contributions made by participants, plus interest at the contract rates, less withdrawals or transfers by participants. Based on the treasury yield curve for similar type of investments, the fair value of the guaranteed investment contracts at December 31, 1997 and 1996 was approximately $15,294,818 and $61,675,000, respectively. The average yield and crediting interest rates were approximately 6.79% and 7.18% for 1997 and 1996, respectively. The crediting interest rate is based on an agreed-upon formula with the issuer, but cannot be less than zero. Payment of Benefits - ------------------- Benefits are recorded when paid. Note 3 Income Tax Status ----------------- The Internal Revenue Service has determined and informed the Company by a letter dated July 18, 1996, 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. When the requirements of Section 401(k) of the Code are satisfied, the following tax consequences result: (i) A participant is not subject to federal income tax on Company contributions to the Plan or on income or realized gains in Plan Accounts attributable to the participant until a distribution from the Plan is made to him or her. (ii) The participant is able to exclude from his or her income for federal income tax purposes, the amount of his or her compensation deferral contributions, subject to a maximum exclusion of $9,500 for both the 1997 and 1996 taxable years of the participant. (iii) On distribution of a participant's vested interest in the Plan, the participant generally is subject to federal income taxation, except that: (1) tax on "net unrealized appreciation" on any 10 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Company stock distributed as a part of a "lump sum distribution" generally is deferred until the participant disposes of such stock, and (2) tax may be deferred to the extent the participant is eligible for and complies with certain rules permitting the "rollover" of a qualifying distribution to another retirement plan, or individual retirement account. Note 4 Reconciliation of Financial Statements to Form 5500 --------------------------------------------------- DECEMBER 31, ---------------------------------- 1997 1996 -------------- -------------- Net assets available for benefits per the financial statements $919,075,109 $754,470,823 Amounts allocated to withdrawing participants (11,552,858) (10,290,463) -------------- -------------- Net assets available for benefits per Form 5500 $907,522,251 $744,180,360 ============== ============== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 1997 ----------------- Benefits paid to participants per the financial statements $ 70,914,853 Add: Amounts allocated to withdrawing participants at December 31, 1997 11,552,858 Less: Amounts allocated to withdrawing participants at December 31, 1996 (10,290,463) ------------- Benefits paid to participants per the Form 5500 $ 72,177,248 ============= Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1997 but not paid as of that date. 11 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Note 5 Investment Funds ---------------- Participant contributions - Subject to rules the Committee may from time to time adopt, each participant has the right to designate one or more of the following investment funds established by the Committee for the investment of his or her compensation deferral contributions, in increments of 10%. After an initial election has been made, a participant may designate a different Fund into which future compensation deferral contributions shall be invested as of the first day of any payroll period that coincides with or immediately follows the first day of any month once within a calendar quarter. In addition, a participant may elect to redesignate any amounts in his or her accounts as of the last business day of any month once within a calendar quarter to be invested in a different Fund. These elections may be made by giving such advance notice as may be required by the Plan administrator. Following are the investment funds available for participant contributions: The Fixed Income Fund - --------------------- Approximately 13% of the Fixed Income Fund is invested in contracts with insurance companies or other financial institutions. These institutions agree to repay principal with interest at a fixed rate of return for the life of each contract. This is a commitment by the insurance company or financial institution to make agreed upon payments and that agreement is not secured, insured or guaranteed by the Company or any other third party. Approximately 87% of the Fixed Income Fund represents holdings of units in a Master Trust investment vehicle and is managed by BlackRock Financial Management. The investment portfolio is actively managed and consists of short- term (1-3 year) fixed income instruments which include: U.S. Treasury and agency securities, corporate bonds, mortgage-backed securities and asset-backed fixed income securities. All of the Fund's assets are rated single-A or better at the time of purchase and all securities must be U.S. dollar denominated. All new cash flows into the Fund are invested in this actively managed bond fund. At December 31, 1997 and 1996, the Plan's interest in the net assets of the Master Trust was approximately 89% and 90%, respectively. Investment income and administrative expenses relating to the Master Trust are allocated to individual plans based upon average monthly balances invested by each plan. 12 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 The following table represents the fair value of investments for the Master Trust. DECEMBER 31, --------------------------------- 1997 1996 -------------- -------------- Investments at fair value: Corporate bonds $105,242,979 $ 20,904,676 U.S. government securities 46,459,080 56,633,626 Other bonds 6,446,213 2,112,040 Short-term investments 1,371,261 21,131,915 Accrued income 1,198,486 1,061,097 -------------- -------------- $160,718,019 $101,843,354 ============== ============== Investment income for the Master Trust is as follows: DECEMBER 31, ------------------------------- 1997 1996 ------------ ------------- Investment income: Net appreciation (depreciation) in fair value of investments $ 450,257 $(1,007,670) Interest: Corporate bonds 4,037,722 1,180,044 U.S. government securities 3,243,205 2,485,788 Other bonds 366,303 139,500 Short-term investments 485,226 627,305 ------------ ------------- 8,582,713 3,424,967 Less investment management fees (208,306) (61,373) ------------ ------------- $8,374,407 $ 3,363,594 ============ ============= The Balanced Fund - ----------------- The Balanced Fund is managed by Brinson Partners, Inc. The Balanced Fund is invested in an actively managed combination of a U.S. equity portfolio, a bond portfolio and cash equivalents. The U.S. equity portfolio consists of large, intermediate and small company stocks. The bond portfolio consists primarily of U.S. Treasury, government agency and corporate issues. This Fund's objective is to maximize risk-adjusted total returns relative to the U.S. Balanced Index over a full economic cycle. 13 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 The Active Equity Fund - ---------------------- The Active Equity Fund is managed by Brinson Partners, Inc. The Fund is broadly diversified by issue and industry relative to the Wilshire 5000 index. The Fund is typically invested in 70% large capitalization and 30% intermediate and small capitalization stocks. The Fund may hold up to 50% in cash equivalents for portfolio risk management purposes. The Fund's objective is to maximize risk- adjusted total returns relative to the Wilshire 5000 index over a full economic cycle. The Stock Index Fund - -------------------- The fund is managed by Mellon Capital Management. The objective of the fund is to modestly exceed the performance of the Standard & Poor's 500 Stock Index. The Stock Index Fund either invests in a stock portfolio designed to track the performance of the S&P Stock Index and/or creates a synthetic S&P 500 portfolio using (unleveraged) financial futures and options. Assets used as collateral for futures/options positions are comprised of various market or debt instruments. The Company Stock Fund - ---------------------- Amounts allocated to this investment alternative will be used to purchase shares of Computer Sciences Corporation common stock which will be held for the benefit of the participant. The performance of this fund will depend upon the performance of Computer Sciences Corporation stock. The Bank of New York (the "Trustee") may purchase Company stock on national securities exchanges or elsewhere. Company contributions - In accordance with the provisions of the Plan, the Trustee must promptly invest matching Company contributions paid into the trust fund in the Company Stock Fund. An exception is in the case of a participant who has (i) attained at least age 59 1/2, or (ii) has been credited with at least five years of service and has attained at least age 55 and has made an election to designate different Funds. 14 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Number of Participants - ---------------------- The approximate number of participants having account balances in each of the six separate funds at December 31, 1997 was as follows: Investment Fund Number of Participants - --------------- ------------------------ The Fixed Income Fund............................................ 11,666 The Balanced Fund................................................ 12,081 The Active Equity Fund........................................... 16,699 The Stock Index Fund............................................. 12,347 The Company Stock Fund........................................... 22,459 The Loan Fund.................................................... 2,814 The sum of the number of participants shown above is greater than the total number of participants in the Plan because many are participating in more than one fund. Note 6 Participant Loans ----------------- The Plan allows participants to borrow from their vested account balances from a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balances, subject to certain limitations. The loans bear interest at the prime rate quoted in the Wall Street Journal plus 1%, which is set on a quarterly basis. Loan terms range from 1-5 years or up to 15 years for purchase of a primary residence. Loans are recorded at cost, which approximate fair value, on the Statement of Net Assets Available for Benefits. The loans (which are accounted for in the Loan Fund) 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. 15 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS For the two years ended December 31, 1997 Note 7 Benefits Payable ---------------- As of December 31, 1997 and 1996, net assets available for benefits included benefits of $11,552,858 and $10,290,463 respectively, due to participants who have withdrawn from participation in the Plan. Note 8 Transfers from Other Plans -------------------------- During the two years ended December 31, 1997, the Plan had several transfers from other plans. The asset values of these transfers were as follows: $2,394,153 and $412,395 in 1997 and 1996 respectively from Bath Iron Works Corporation Tax Deferred Savings Plan; $1,371,171 in 1997 from Planmetrics, Inc. Savings and Profit Sharing Plan; $15,612,394 in 1997 from Dupont Conoco; $355,773 in 1997 from SunBeam-Oster Company, Inc. 401(K) Savings and Profit Sharing Plan; $8,168,573 in 1997 from CNA Employees' Saving Plan; $128,350 and $16,914,202 in 1997 and 1996 respectively from Credit Services; $412,395 in 1996 from Hyatt Corporation 401(k) Plan; $9,777 in 1996 from James River Corporation of Virginia Stockplus Investment Plan; and $912 in 1996 from DiBianca-Berkman Group, Inc. Profit Sharing Plan. The Plan also had several transfers to other plans in 1997 as a result of spin- offs. The asset values of these transfers were as follows: $609,053 to S.T Research; $3,270,348 to Mutual of New York; $740,644 to Artemis Holding; and $86,221 to CTI. 16 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS FOR THE TWO YEARS ENDED DECEMBER 31, 1997 Note 9 Statements of Net Assets Available for Benefits by Fund ------------------------------------------------------- DECEMBER 31, 1997 ------------------------------------------------------- FIXED ACTIVE INCOME BALANCED EQUITY --------------- ------------ ------------ ASSETS Investments Short-term investments $6,176,886 $ 7,192,178 $ 885,362 Long-term investments At fair value Interest in registered investment companies 124,491,653 249,786,910 CSC Company stock Employee loans Plan interest in Master Trust 142,956,868 Guaranteed investment contracts--at contract value 15,231,349 Receivables Employer contribution 3,649 2,568 6,006 Participants' contribution 619,957 500,627 1,155,151 Accrued Income 3,207 2,140 5,575 Plan to plan transfers Interfund Transfers 480,752 (43,101) (240,573) ------------- ------------ ------------- TOTAL ASSETS 165,472,668 132,146,065 251,598,431 LIABILITIES Accounts Payable 324,067 74,935 155,307 Accrued Expenses 70,786 80,935 154,190 ------------- ------------ -------------- TOTAL LIABILITIES 394,853 155,870 309,497 ------------- ------------ -------------- NET ASSETS AVAILABLE FOR BENEFITS $165,077,815 $131,990,195 $251,288,934 ============= ============ ============== DECEMBER 31, 1997 --------------------------------------------------------- STOCK COMPANY EMPLOYEE INDEX STOCK LOANS ------------- ------------- ---------- ASSETS Investments Short-term investments $ 460,515 $ 97,900 Long-term investments At fair value Interest in registered investment companies 110,042,765 CSC Company stock 238,770,004 Employee loans $20,422,664 Plan interest in Master Trust Guaranteed investment contracts--at contract value Receivables Employer contribution 3,887 436,177 Participants' contribution 779,456 845,624 (127) Accrued Income 2,125 2,212 Plan to plan transfers Interfund Transfers 2,237,379 (2,434,457) ------------ ------------ ----------- TOTAL ASSETS 113,526,127 237,717,460 20,422,537 LIABILITIES Accounts Payable 136,793 809,105 (17,953) Accrued Expenses 19,265 749 ------------ ------------ ----------- TOTAL LIABILITIES 156,058 809,854 (17,953) ------------ ------------ ----------- NET ASSETS AVAILABLE FOR BENEFITS $113,370,069 $236,907,606 $20,440,490 ============ ============ =========== ------------- TOTAL ------------- ASSETS Investments Short-term investments $ 14,812,841 Long-term investments At fair value Interest in registered investment companies 484,321,328 CSC Company stock 238,770,004 Employee loans 20,422,664 Plan interest in Master Trust 142,956,868 Guaranteed investment contracts--at contract value 15,231,349 Receivables Employer contribution 452,287 Participants' contribution 3,900,688 Accrued Income 15,259 Plan to plan transfers Interfund Transfers - ------------ TOTAL ASSETS 920,883,288 LIABILITIES Accounts Payable 1,482,254 Accrued Expenses 325,925 ------------ TOTAL LIABILITIES 1,808,179 ------------ NET ASSETS AVAILABLE FOR BENEFITS $919,075,109 ============ 17 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS FOR THE TWO YEARS ENDED DECEMBER 31, 1997 Note 9 Statements of Net Assets Available for Benefits by Fund ------------------------------------------------------- DECEMBER 31, 1996 -------------------------------------------------------------------- FIXED ACTIVE STOCK INCOME BALANCED EQUITY INDEX ------------- ------------ ------------ ----------- ASSETS Investments Short-term investments $ 4,259 $ 1,002,060 $ 1,725,971 $ 529,309 Long-term investments At fair value Interest in registered investment companies 106,929,406 190,510,057 58,160,214 CSC Company stock Employee loans Plan interest in Master Trust 91,252,142 Guaranteed investment contracts--at contract value 61,203,657 Receivables Employer contribution 948 349 549 199 Participants' contribution 578,061 523,666 992,373 469,869 Accrued Income 21,270 4,186 10,370 2,267 Plan to plan transfers 638,176 1,409,723 624,325 200,660 Interfund Transfers 6,895 (76,674) 676,188 440,241 ------------- ------------ ------------ ----------- TOTAL ASSETS 153,705,408 109,792,716 194,539,833 59,802,759 LIABILITIES Accounts Payable 106,233 93,222 204,416 130,133 Accrued Expenses 33,945 66,931 111,438 5,872 ------------- ------------ ------------ ----------- TOTAL LIABILITIES 140,178 160,153 315,854 136,005 ------------- ------------ ------------ ----------- NET ASSETS AVAILABLE FOR BENEFITS $153,565,230 $109,632,563 $194,223,979 $59,666,754 ============= ============ ============ =========== DECEMBER 31, 1996 ---------------------------------------------------- COMPANY EMPLOYEE STOCK LOANS TOTAL ------------ ----------- ------------ ASSETS Investments Short-term investments $ 1,620,364 $ 4,881,963 Long-term investments At fair value Interest in registered investment companies $355,599,677 CSC Company stock 220,003,596 220,003,596 Employee loans $16,021,749 16,021,749 Plan interest in Master Trust 91,252,142 Guaranteed investment contracts--at contract value 61,203,657 Receivables Employer contribution 321,367 323,412 Participants' contribution 547,284 210 3,111,463 Accrued Income 4,856 42,949 Plan to plan transfers 430,215 3,303,099 Interfund Transfers (1,046,650) - ------------ ----------- ------------ TOTAL ASSETS 221,881,032 16,021,959 755,743,707 LIABILITIES Accounts Payable 818,459 (298,349) 1,054,114 Accrued Expenses 584 218,770 ------------ ----------- ------------ TOTAL LIABILITIES 819,043 (298,349) 1,272,884 ------------ ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $221,061,989 $16,320,308 $754,470,823 ============ =========== ============ 18 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS FOR THE TWO YEARS ENDED DECEMBER 31, 1997 Note 9 Statements of Changes in Net Assets Available for Benefits by Fund ------------------------------------------------------------------ YEAR ENDED DECEMBER 31, 1997 --------------------------------------------------------- FIXED ACTIVE INCOME BALANCED EQUITY ---------------- --------------- ---------------- ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment Income: Net Appreciation in Fair Value of Investments $ 206,077 $10,812,740 $31,087,793 Interest 2,838,297 34,120 75,383 Dividend 6,101,150 4,585,948 Plan interest in Master Trust investment income 7,283,958 Investment Management Fees (70,280) (303,570) (551,674) ------------ ------------ ------------ 10,258,052 16,644,440 35,197,450 ------------ ------------ ------------ Contributions: Employee 15,787,189 13,765,687 29,150,336 Employer 104,254 72,544 183,292 Employee Rollovers 3,337,470 2,596,418 6,213,624 Transfers From Other Plans 13,215,479 1,247,156 3,005,062 Interfund Transfers (11,683,241) (1,195,825) 3,818,292 ------------ ------------ ------------ 20,761,151 16,485,980 42,370,606 ------------ ------------ ------------ TOTAL ADDITIONS 31,019,203 33,130,420 77,568,056 ------------ ------------ ------------ DEDUCTIONS TO NET ASSETS ATTRIBUTABLE TO: Distributions to Participants 19,506,618 10,772,788 20,503,101 ------------ ------------ ------------ TOTAL DEDUCTIONS 19,506,618 10,772,788 20,503,101 ------------ ------------ ------------ NET INCREASE 11,512,585 22,357,632 57,064,955 ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 153,565,230 109,632,563 194,223,979 ------------ ------------ ------------ End of Year $165,077,815 $131,990,195 $251,288,934 ============ ============ ============ YEAR ENDED DECEMBER 31, 1997 -------------------------------------------------- STOCK COMPANY EMPLOYEE INDEX STOCK LOANS ------------ ------------ ------------- ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment Income: Net Appreciation in Fair Value of Investments $18,326,612 $5,472,069 Interest 41,929 42,267 Dividend 4,530,789 Plan interest in Master Trust investment income Investment Management Fees (43,349) (4,109) ------------- ------------ ------------ 22,855,981 5,510,227 ------------- ------------ ------------ Contributions: Employee 15,921,012 20,266,502 $(6,884,671) Employer 96,929 14,343,500 Employee Rollovers 3,969,856 2,804,898 Transfers From Other Plans 3,283,548 (165,934) 2,738,838 Interfund Transfers 15,708,532 (6,647,758) ------------- ------------ ------------ 38,979,877 30,601,208 (4,145,833) ------------- ------------ ------------ TOTAL ADDITIONS 61,835,858 36,111,435 (4,145,833) ------------- ------------ ------------ DEDUCTIONS TO NET ASSETS ATTRIBUTABLE TO: Distributions to Participants 8,132,543 20,265,818 (8,266,015) ------------- ------------ ------------ TOTAL DEDUCTIONS 8,132,543 20,265,818 (8,266,015) ------------- ------------ ------------ NET INCREASE 53,703,315 15,845,617 4,120,182 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 59,666,754 221,061,989 16,320,308 ------------- ------------ ------------ End of Year $113,370,069 $236,907,606 $20,440,490 ============= ============ ============ YEAR ENDED DECEMBER 31, 1997 ------------------------------ TOTAL ------------- ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment Income: Net Appreciation in Fair Value of Investments $65,905,291 Interest 3,031,996 Dividend 15,217,887 Plan interest in Master Trust investment income 7,283,958 Investment Management Fees (972,982) ------------- 90,466,150 ------------- Contributions: Employee 88,006,055 Employer 14,800,519 Employee Rollovers 18,922,266 Transfers From Other Plans 23,324,149 Interfund Transfers - ------------- 145,052,989 ------------- TOTAL ADDITIONS 235,519,139 ------------- DEDUCTIONS TO NET ASSETS ATTRIBUTABLE TO: Distributions to Participants 70,914,853 ------------- TOTAL DEDUCTIONS 70,914,853 ------------- NET INCREASE 164,604,286 ------------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 754,470,823 ------------- End of Year $919,075,109 ============= 19 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS FOR THE TWO YEARS ENDED DECEMBER 31, 1997 Note 9 Statements of Changes in Net Assets Available for Benefits by Fund ------------------------------------------------------------------ YEAR ENDED DECEMBER 31, 1996 --------------------------------------------------------------------- FIXED ACTIVE STOCK INCOME BALANCED EQUITY INDEX ------------ ------------ ------------ ----------- ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment Income Net Appreciation in Fair Value of Investments $7,547,384 $28,745,707 $7,279,167 Interest $5,090,729 205,856 49,938 29,240 Dividend 4,153,832 3,269,456 2,245,636 Plan interest in Master Trust investment income 3,071,796 Investment Management Fees (135,732) (260,280) (412,398) (22,207) ------------ ------------ ------------ ----------- 8,026,793 11,646,792 31,652,703 9,531,836 ------------ ------------ ------------ ----------- Contributions Employee 13,970,518 12,556,922 21,248,658 8,868,348 Employer 26,881 9,261 18,460 5,176 Employee Rollovers 3,009,593 2,248,932 4,313,516 2,440,965 Transfers From Other Plans 8,210,754 1,430,613 3,672,511 1,318,907 Interfund Transfers (7,758,207) (2,208,569) 6,569,672 6,429,915 ------------ ------------ ------------ ----------- 17,459,539 14,037,159 35,822,817 19,063,311 ------------ ------------ ------------ ----------- TOTAL ADDITIONS 25,486,332 25,683,951 67,475,520 28,595,147 ------------ ------------ ------------ ----------- DEDUCTIONS TO NET ASSETS ATTRIBUTABLE TO: Distributions to Participants 13,759,430 7,233,025 11,577,380 3,774,478 ------------ ------------ ------------ ----------- TOTAL DEDUCTIONS 13,759,430 7,233,025 11,577,380 3,774,478 ------------ ------------ ------------ ----------- NET INCREASE 11,726,902 18,450,926 55,898,140 24,820,669 ------------ ------------ ------------ ----------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 141,838,328 91,181,637 138,325,839 34,846,085 ------------ ------------ ------------ ----------- End of Year $153,565,230 $109,632,563 $194,223,979 $59,666,754 ============ ============ ============ =========== YEAR ENDED DECEMBER 31, 1996 --------------------------------------------------------- COMPANY EMPLOYEE STOCK LOANS TOTAL ------------ ----------- ------------ ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment Income Net Appreciation in Fair Value of Investments $32,925,093 $76,497,351 Interest 47,205 $ 454 5,423,422 Dividend 9,668,924 Plan interest in Master Trust investment income 3,071,796 Investment Management Fees (2,646) (833,263) ------------ ----------- ------------ 32,969,652 454 93,828,230 ------------ ----------- ------------ Contributions Employee 15,207,730 (5,435,014) 66,417,162 Employer 11,606,058 11,665,836 Employee Rollovers 3,138,952 15,151,958 Transfers From Other Plans 2,686,469 18,031 17,337,285 Interfund Transfers (3,032,357) (454) - ------------ ----------- ------------ 29,606,852 (5,417,437) 110,572,241 ------------ ----------- ------------ TOTAL ADDITIONS 62,576,504 (5,416,983) 204,400,471 ------------ ----------- ------------ DEDUCTIONS TO NET ASSETS ATTRIBUTABLE TO: Distributions to Participants 17,325,144 (7,740,218) 45,929,239 ------------ ----------- ------------ TOTAL DEDUCTIONS 17,325,144 (7,740,218) 45,929,239 ------------ ----------- ------------ NET INCREASE 45,251,360 2,323,235 158,471,232 ------------ ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 175,810,629 13,997,073 595,999,591 ------------ ----------- ------------ End of Year $221,061,989 $16,320,308 $754,470,823 ============ =========== ============ 20 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS FOR THE TWO YEARS ENDED DECEMBER 31, 1997 Note 10 Investments 1997 PRINCIPAL FAIR VALUE OR ---------------- AMOUNT OR SHARES COST CONTRACT VALUE -------------------- ------------------ ------------------ FIXED INCOME FUND Guaranteed Investment Contracts $ 15,231,349 $ 15,231,349 $ 15,231,349 Interest in Master Trust* sh. 234,665,405 142,864,685 142,956,868 BNY Collective Short-Term Invst. Fund sh. 6,176,886 6,176,886 6,176,886 BALANCED FUND Brinson Partners Inc. U.S. Bond Fund* sh. 698,494 81,072,821 84,332,245 Brinson Partners Inc. U.S. Stock Only Fund* sh. 113,806 25,472,338 40,159,408 Brinson Partners Inc. U.S. Cash Mgmt. Fund sh. 6,569,237 6,569,237 6,569,237 BNY Collective Short-Term Invst. Fund sh. 622,941 622,941 622,941 ACTIVE EQUITY FUND Brinson Partners Inc. U.S. Equity Portfolio* sh. 719,179 152,634,615 249,786,910 Brinson Partners Inc. U.S. Cash Mgmt. Fund sh. 2 2 2 BNY Collective Short-Term Invst. Fund sh. 885,360 885,360 885,360 STOCK INDEX FUND Mellon Capital Mgmt. Stock Index Fund* sh. 350,600 76,226,631 107,371,946 Mellon Capital EB Daily Opening Stock Index Fund sh. 11,230 2,628,795 2,670,819 Mellon Capital Temporary Investment Fund sh. 465 465 465 BNY Collective Short-Term Invst. Fund sh. 460,050 460,050 460,050 COMPANY STOCK FUND Computer Sciences Common Stock* sh. 2,859,521 96,856,806 238,770,004 BNY Collective Short-Term Invst. Fund sh. 97,900 97,900 97,900 EMPLOYEE LOAN FUND Participant Loans $ 20,422,664 20,422,664 20,422,664 ------------------ ------------------ $ 628,223,545 $ 916,515,054 ================== ================== TOTAL LONG-TERM INVESTMENTS $ 613,410,704 $ 901,702,213 TOTAL SHORT-TERM INVESTMENTS 14,812,841 14,812,841 ------------------ ------------------ $ 628,223,545 $ 916,515,054 ================== ================== * represents investments greater than 5% of Plan's net assets 21 COMPUTER SCIENCES CORPORATION MATCHED ASSET PLAN NOTES TO FINANCIAL STATEMENTS FOR THE TWO YEARS ENDED DECEMBER 31, 1997 Note 10 Investments 1996 PRINCIPAL FAIR VALUE OR ---------------- AMOUNT OR SHARES COST CONTRACT VALUE -------------------- ------------------ ------------------ FIXED INCOME FUND Guaranteed Investment Contracts $ 61,203,657 $ 61,203,657 $ 61,203,657 Interest in Master Trust* sh. 90,242,972 91,366,037 91,252,142 BNY Collective Short-Term Invst. Fund sh. 4,259 4,259 4,259 BALANCED FUND Brinson Partners Inc. U.S. Bond Fund* sh. 629,901 68,157,142 69,326,850 Brinson Partners Inc. U.S. Stock Only Fund* sh. 136,456 28,472,176 37,602,556 Brinson Partners Inc. U.S. Cash Mgmt. Fund sh. 1 1 1 BNY Collective Short-Term Invst. Fund sh. 1,002,060 1,002,060 1,002,060 ACTIVE EQUITY FUND Brinson Partners Inc. U.S. Equity Portfolio* sh. 645,808 123,827,039 190,510,057 Brinson Partners Inc. U.S. Cash Mgmt. Fund sh. 2 2 2 BNY Collective Short-Term Invst. Fund sh. 1,725,969 1,725,968 1,725,968 STOCK INDEX FUND Mellon Capital Mgmt. Stock Index Fund* sh. 244,687 43,023,873 56,186,765 Mellon Capital EB Daily Opening Stock Index Fund sh. 10,853 1,997,925 1,973,449 Mellon Capital Temporary Investment Fund sh. 470 470 470 BNY Collective Short-Term Invst. Fund sh. 528,839 528,839 528,839 COMPANY STOCK FUND Computer Sciences Common Stock* sh. 2,678,887 80,092,261 220,003,596 BNY Collective Short-Term Invst. Fund sh. 1,620,364 1,620,364 1,620,364 EMPLOYEE LOAN FUND Participant Loans $ 16,021,749 16,021,749 16,021,749 ------------------ ------------------ $519,043,822 $748,962,784 ================== ================== TOTAL LONG-TERM INVESTMENTS $514,161,859 $744,080,821 TOTAL SHORT-TERM INVESTMENTS 4,881,963 4,881,963 ------------------ ------------------ $519,043,822 $748,962,784 ================== ================== * represents investments greater than 5% of Plan's net assets 22 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. Computer Sciences Corporation MATCHED ASSET PLAN Date: June 25, 1998 By: /s/ LEON J. LEVEL ------------------------- Leon J. Level Chairman, Computer Sciences Corporation Retirement Plans Committee 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Computer Sciences Corporation Registration Statement No. 333-00755 on Form S-8 of our report dated June 5, 1998, appearing in this Annual Report on Form 11-K of the Computer Sciences Corporation Matched Asset Plan for the year ended December 31, 1997. /s/ DELOITTE & TOUCHE LLP Los Angeles, California June 25, 1998 E-1 1997 FORM 5500 ITEM 27(a) COMPUTER SCIENCES CORPORATION EIN 95-2043126 MATCHED ASSET PLAN 001 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ----------------------------------------------- (a) (b) Identity of issue, (c) Description of investment including borrower, lessor or maturity date, rate of interest, (d) Cost (e) Current similar party collateral, par or maturity value Value - -- ---------------------------- -------------------------------------------------- ------------ ------------- Pacific Mutual Life Guaranteed Investment 6.85% 3/31/98 $ 4,766,758 $ 4,766,758 Insurance Co. Contract Prudential Life Guaranteed Investment 5.77% 3/31/98 1,396,474 1,396,474 Insurance Co. Contract Canada Life Insurance Co. Guaranteed Investment 5.75% 3/31/98 3,389,615 3,389,615 Contract Hartford Life Insurance Co. Guaranteed Investment 7.80% 6/30/98 1,982,713 1,982,713 Contract Hartford Life Insurance Co. Guaranteed Investment 7.80% 6/30/98 2,902,977 2,902,977 Contract Prudential Life Guaranteed Investment 6.31% 9/30/98 792,812 792,812 Insurance Co. Contract Brinson Trust Company, Inc. Mutual Fund - U.S. Bond 81,072,821 84,332,245 Fund Brinson Trust Company, Inc. Mutual Fund - U.S. Stock 25,472,338 40,159,408 Fund Brinson Trust Company, Inc. Mutual Fund - U.S. Equity 152,634,615 249,786,910 Portfolio Mellon Capital Mutual Fund - Stock Index 2,628,795 2,670,819 Management Corp. Fund Mellon Capital Mutual Fund - Stock Index 76,226,631 107,371,946 Management Corp. Fund * Computer Sciences Common Stock 96,856,806 238,770,004 Corporation * Computer Sciences Employee Loan Fund 20,422,664 20,422,664 Corporation (8.25%-10%) (1/27/12) Brinson Trust Company, Inc. U.S. Cash Management Fund 6,569,239 6,569,239 Mellon Capital Mellon Temporary Investment 465 465 Management Corp. Fund * Bank of New York BNY Collective Short-Term Invst. 8,243,137 8,243,137 Fund ------------- ------------- TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $ 485,358,860 $ 773,558,186 ============= ============= * represents party in interest S-1 1997 FORM 5500 ITEM 27(d) COMPUTER SCIENCES CORPORATION EIN 95-2043126 MATCHED ASSET PLAN 001 SCHEDULE OF REPORTABLE TRANSACTIONS ----------------------------------- (h) CURRENT VALUE OF ASSET ON (a) IDENTITY OF (b) DESCRIPTION (c) PURCHASE (d) SELLING (g) COST OF TRANSACTION (i) NET GAIN PARTY INVOLVED OF ASSET PRICE PRICE ASSET DATE OR (LOSS) - --------------------------------------------------------------------------------------------------------------------------------- SINGLE TRANSACTIONS IN EXCESS OF 5% - ------------------------------------ None to Report S-2 1997 FORM 5500 ITEM 27(d) COMPUTER SCIENCES CORPORATION EIN 95-2043126 MATCHED ASSET PLAN 001 SCHEDULE OF REPORTABLE TRANSACTIONS ----------------------------------- (h) CURRENT VALUE OF ASSET ON (a) IDENTITY OF (b) DESCRIPTION (c) PURCHASE (d) SELLING (g) COST OF TRANSACTION (i) NET GAIN PARTY INVOLVED OF ASSET PRICE PRICE ASSET DATE OR (LOSS) - --------------------------------------------------------------------------------------------------------------------------------- SERIES TRANSACTIONS IN THE AGGREGATE IN EXCESS OF 5% - ---------------------------------------------------- Mellon Capital Mutual Fund Management - EB Temporary Investment Fund - Purchases $206,089,287 $206,089,287 $ 206,089,287 - Sales $206,726,266 206,726,266 206,726,266 -- S-3