EXHIBIT 28(b)
Securities and Exchange Commission
Washington, D.C., 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the calendar year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
----------------------------
(Full Title of Plan)
Science Applications International Corporation
10260 Campus Point Drive, San Diego, California 92121
-----------------------------------------------------
(Name of issuer of the securities held pursuant to
the Plan and the address of its principal executive office)
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Science Applications International Corporation Retirement Plans
Committee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
DATE 4-4-94 /s/Ward Reed
------------------------------- --------------------------------
Ward Reed
Corporate Vice President
and Treasurer
Retirement Plans Committee
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
REPORT, FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
DECEMBER 31, 1993 AND 1992
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
PAGE
Report of Independent Accountants F-2
Financial Statements:
Statement of Net Assets Available for Benefits F-3
Statement of Changes in Net Assets Available for Benefits F-4
Notes to Financial Statements F-5
Additional Information:
Schedule I - Schedule of Assets Held for Investment Purposes F-14
Schedule II - Schedule of Reportable Transactions F-15
Other schedules required by Section 2520.103-10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Plans Committee
and Participants of the Science Applications
International Corporation Cash or Deferred Arrangement
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets available for benefits
of the Science Applications International Corporation Cash or Deferred
Arrangement (the Plan) at December 31, 1993 and 1992, and the changes in net
assets available for benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PRICE WATERHOUSE
San Diego, California
March 25, 1994
F-2
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
DECEMBER 31,
1993 1992
ASSETS
Investments:
Mutual funds, at market value $ 127,253,000 $ 97,979,000
SAIC Common Stock, at fair value 64,225,000 39,335,000
Short-term investments, at market value 20,000 76,000
Participant loans 6,646,000 4,657,000
------------- -------------
198,144,000 142,047,000
------------- -------------
Receivables:
Employee contributions 1,478,000 1,094,000
Employer contributions 473,000 579,000
------------- -------------
1,951,000 1,673,000
------------- -------------
Total assets 200,095,000 143,720,000
------------- -------------
LIABILITIES
Accrued Plan expenses 38,000 32,000
------------- -------------
Total liabilities 38,000 32,000
------------- -------------
Net assets available for benefits $ 200,057,000 $ 143,688,000
------------- -------------
------------- -------------
See accompanying notes to financial statements.
F-3
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- -------------------------------------------------------------------------------
YEAR ENDED
DECEMBER 31,
1993 1992
Additions to net assets attributed to:
Investment income:
Mutual funds:
Realized gain $ 1,189,000 $ 252,000
Change in unrealized appreciation 4,287,000 1,982,000
Other investment income 6,946,000 4,988,000
SAIC Common Stock:
Realized gain 2,000 750,000
Change in unrealized appreciation 5,115,000 2,633,000
Interest 533,000 449,000
Employee contributions 39,462,000 33,524,000
Employer contributions 7,674,000 6,627,000
------------- -------------
Total additions 65,208,000 51,205,000
------------- -------------
Deductions from net assets attributed to:
Distributions to participants (8,694,000) (8,154,000)
Plan expenses (145,000) (116,000)
Plan to plan transfer of fund balances (11,166,000)
------------- -------------
Total deductions (8,839,000) (19,436,000)
------------- -------------
Net increase 56,369,000 31,769,000
Net assets at beginning of year 143,688,000 111,919,000
------------- -------------
Net assets at end of year $ 200,057,000 $ 143,688,000
------------- -------------
------------- -------------
See accompanying notes to financial statements.
F-4
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION
GENERAL
The Science Applications International Corporation Cash or Deferred Arrangement
(the "Plan" or "CODA") was established on September 18, 1982 and became
effective January 1, 1983. The authority to administer the Plan is vested in
the Retirement Plans Committee (the "Committee") whose members are the Named
Fiduciaries for purposes of Section 402 (a) of the Employee Retirement Income
Security Act of 1974, as amended. Generally, employees of Science Applications
International Corporation (the "Company" or "SAIC") and its subsidiaries are
eligible to participate in the Plan upon commencing employment, except for
employees in groups or units designated as ineligible.
The Plan consists of a Deferred Fund which is the fund in which assets acquired
by the Plan in its function as a qualified Cash or Deferred Arrangement are held
and accounted for. The Plan permits a participant to elect to defer up to 18%
of their eligible compensation, as defined, for the Plan year and to have such
deferred amount contributed directly by the Company to the Deferred Fund for the
benefit of the participant. Such contributions are limited under Section 401(a)
of the Internal Revenue Code ("IRC") to $8,994 and $8,728 for the years ended
December 31, 1993 and 1992, respectively. Amounts deferred by participants,
including rollovers from qualified plans, totaled $39,462,000 and $33,524,000
for the years ended December 31, 1993 and 1992, respectively.
In addition to amounts deferred by participants, the Company, at its discretion,
may make a matching contribution equal to a specified percentage of the
aggregate amounts deferred by participants. The match is only provided on
participant deferrals of up to 10% of compensation, with any deferrals above 10%
receiving no match. In 1993 and 1992, the Company contributed 30% of the first
$2,000 of a participant's annual deferred compensation and 15% of such deferred
compensation above $2,000 for a yearly total of $7,674,000 and $6,396,000,
respectively. During 1993 and 1992, the Company contribution was allocated to
the SAIC Common Stock Fund. Also, the Company, at its discretion, may make an
additional contribution to the Deferred Fund for the benefit of participants in
order to comply with Section 401(k) of the Code. The additional Company
contributions are allocated to participants' accounts as prescribed by the
Company. During 1992, additional Company contributions of $231,000 were
invested in the Vanguard Money Market Prime Portfolio. No additional
contribution was made during 1993.
The Company's contribution to the Deferred Fund is to be paid in cash unless the
Company's Board of Directors determines to make the contribution in shares of
Class A Common Stock or another form. Contributions to the participant's
Deferred Fund shall not exceed the maximum amount deductible by the Company for
Federal income tax purposes.
Participants may elect to borrow against their deferred participant account
balances. Upon this election, the loan balance is transferred from the
applicable investment fund(s) to a separate loan fund (participant loans) until
repayment.
Participants are permitted to transfer to the Plan their account balances from a
previous employer's qualified retirement plan within a specified time period.
F-5
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
A participant's interest in the Deferred Fund account is 100% vested at all
times. The participant's interest in the Deferred Fund account will be paid in
a single distribution to the participant or their designated beneficiary upon
termination of employment with the Company, retirement, permanent disability or
death. A participant may not make withdrawals from the Deferred Fund accounts
while employed with the Company prior to attaining age 59-1/2 unless the
Committee determines the participant is incurring financial hardship. After
attaining age 59-1/2, a participant may make one withdrawal each Plan year even
if still employed with the Company. Distributions from the Deferred Fund are
paid in cash.
During 1992, the Plan transferred 942,000 shares of the Company's Class A Common
Stock and $18,000 in cash from the SAIC Common Stock Fund to the SAIC Employee
Stock Ownership Plan (the "ESOP"). The aggregate cost and market value,
respectively, of the shares transferred was $10,402,000 and $11,148,000. This
transfer was pursuant to a 30 percent ownership requirement under Section 1042
of the IRC. Participants remain fully vested with respect to their interest in
the shares transferred to the ESOP.
INVESTMENT PROGRAMS
The investment programs offered to participants in the Deferred Fund allow
participants to choose among seven investment funds offered by the Vanguard
Group of Investment Companies. Participants are also allowed to direct a
portion of their investment into Class A Common Stock of the Company. During
1993 and 1992, the first $2,000 of a participant's annual deferred compensation
under the Plan was invested in the SAIC Common Stock Fund. Such investment into
the SAIC Common Stock Fund may be exchanged into one of the Vanguard Funds
subject to certain restrictions.
The seven Vanguard Funds offered are as follows:
1) Vanguard GNMA Portfolio, which invests in fixed income securities guaranteed
by the U.S. Government; 2) Vanguard Index Trust-500 Portfolio, which invests in
common stocks; 3) Vanguard Prime Portfolio, which invests in money market
instruments; 4) Vanguard Short-Term Federal Portfolio, which invests in U.S.
government obligations; 5) Vanguard Wellesley Income Fund, which invests in
fixed income securities and common stocks; 6) Vanguard Windsor Fund, which
invests in common stocks; and 7) Vanguard International Growth Portfolio, which
invests in common stocks of companies based outside the United States. Separate
Deferred Fund accounts are established for each investment program selected by a
participant. Participants may elect to transfer their existing account balances
at any time among the investment funds and/or alter the allocations of future
contributions among the investment alternatives under rules prescribed by the
Committee.
PLAN TERMINATION
Although the Company has not expressed any intent to terminate the Plan, it
reserves the right to suspend or discontinue contributions to the Plan or to
terminate its participation in the Plan at any time. In the event of
termination, a distribution of the participants' Deferred Fund account balances
will be made in accordance with the Plan provisions.
F-6
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis of
accounting. Certain amounts from the prior year have been reclassified to
conform to the 1993 presentation.
INVESTMENT VALUATION AND INCOME, GAINS AND LOSSES
VANGUARD FUNDS
Deposits to the Vanguard Funds are used to buy shares from a diversified
portfolio of securities. Securities listed on any securities exchange are
valued at the last sale price as of each valuation date. Securities not listed
or traded as of the close of trading on the valuation date are valued at the
latest quoted bid price of a dealer who regularly trades in the security being
valued.
Investment transactions are accounted for on the date the shares in the fund are
purchased or sold. Realized and unrealized gains and losses are computed based
on the market value at the beginning of the year or purchase price if purchased
during the year.
SAIC COMMON STOCK
There is no general public market for the Company's Common Stock. However, the
Company has established and maintains a limited secondary market for Common
Stock through its wholly-owned subsidiary, Bull, Inc. This limited market
permits stockholders to sell stock at a price determined by a formula (the
"Formula Price") to employees and consultants who have been approved by the
Company's Board of Directors as being entitled to purchase an equity interest in
the Company.
The fair value of the Common Stock is determined pursuant to the Formula Price.
The gains or losses realized on distribution of investments and the increases or
decreases in unrealized appreciation are calculated as the difference between
the Formula Price and the market value of the investments at the beginning of
the year. As of December 31, 1993 and 1992, the Formula Price of the Company's
Class A Common Stock was $13.12 and $11.83 and the Plan held approximately
4,895,000 shares and 3,325,000 shares, respectively.
It is the policy of the Committee to keep the SAIC Common Stock Fund invested
primarily in Common Stock, except for estimated reserves for use in
distributions and investment exchanges by participants. Such reserves are
invested in the Vanguard Prime Portfolio mutual fund. If reserves in the SAIC
Common Stock Fund are less than the amount required at any given time to make
requested distributions and investment changes, investment exchanges out of the
SAIC Common Stock Fund by participants may have to be deferred.
SHORT-TERM INVESTMENTS
Short-term investments consist primarily of State Street Bank and Trust Short-
Term Investment Fund, which invests in short-term money market instruments.
State Street Bank and Trust Company is the Plan's Trustee.
CONTRIBUTIONS
Company contributions are accrued based upon the amounts deferred by
participants and those amounts determined by the Company's Board of Directors
(Note 1).
F-7
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES OF THE PLAN
All expenses incurred in the administration of the Plan are paid out of Plan
assets unless the Company elects to pay such costs. Fees totaling $27,000 and
$28,000 were paid or accrued to the Trustee by the Plan during 1993 and 1992,
respectively. Other Plan expenses totaling $118,000 and $88,000 were paid or
accrued by the Plan during 1993 and 1992, respectively.
NOTE 3 - TAX STATUS
The Plan is intended to qualify under Section 401(a) of the Code. In addition,
the Deferred Fund of the Plan is intended to be a "Qualified Cash or Deferred
Arrangement" under Section 401(k) of the Code. The Plan is not subject to
Federal income taxes.
The Plan received a favorable determination letter from the Internal Revenue
Service during 1993 stating that the Plan qualifies under Sections 401(a) and
401(k) of the Code and is exempt from Federal income taxes. It is management's
opinion that the Plan will continue to qualify under Sections 401(a) and 401(k)
of the Code; however, if necessary, the Plan will be amended to maintain its
qualified status.
NOTE 4 - FINANCIAL INFORMATION BY INVESTMENT PROGRAM
Financial information by investment program as of December 31, 1993 and 1992,
and for the years then ended are shown on the following pages.
F-8
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4 - FINANCIAL INFORMATION BY INVESTMENT PROGRAM - continued
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1993
VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD
GNMA INDEX PRIME WELLESLEY WINDSOR INT'L GROWTH STFED
ASSETS
Investments:
Mutual funds $13,844,000 $17,792,000 $16,738,000 $11,982,000 $43,286,000 $ 8,211,000 $12,882,000
SAIC Common Stock
Short-term investments
Participant loans
----------- ----------- ----------- ----------- ----------- ----------- -----------
13,844,000 17,792,000 16,738,000 11,982,000 43,286,000 8,211,000 12,882,000
----------- ----------- ----------- ----------- ----------- ----------- -----------
Receivables:
Employee contributions 123,000 198,000 127,000 154,000 372,000 107,000 98,000
Employer contributions
----------- ----------- ----------- ----------- ----------- ----------- -----------
123,000 198,000 127,000 154,000 372,000 107,000 98,000
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total assets 13,967,000 17,990,000 16,865,000 12,136,000 43,658,000 8,318,000 12,980,000
----------- ----------- ----------- ----------- ----------- ----------- -----------
LIABILITIES
Accrued Plan expenses
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total liabilities
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits $13,967,000 $17,990,000 $16,865,000 $12,136,000 $43,658,000 $ 8,318,000 $12,980,000
----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- -----------
SAIC COMMON PARTICIPANT STATE STREET
STOCK LOANS STIF TOTAL
ASSETS
Investments:
Mutual funds $ 2,518,000 $127,253,000
SAIC Common Stock 64,225,000 64,225,000
Short-term investments $20,000 20,000
Participant loans $6,646,000 6,646,000
----------- ---------- ------- ------------
66,743,000 6,646,000 20,000 198,144,000
----------- ---------- ------- ------------
Receivables:
Employee contributions 299,000 1,478,000
Employer contributions 443,000 30,000 473,000
----------- ---------- ------- ------------
742,000 30,000 1,951,000
----------- ---------- ------- ------------
Total assets 67,485,000 6,646,000 50,000 200,095,000
----------- ---------- ------- ------------
LIABILITIES
Accrued Plan expenses 38,000 38,000
----------- ---------- ------- ------------
Total liabilities 38,000 38,000
----------- ---------- ------- ------------
Net assets available
for benefits $67,485,000 $6,646,000 $12,000 $200,057,000
----------- ---------- ------- ------------
----------- ---------- ------- ------------
F-9
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4 - FINANCIAL INFORMATION BY INVESTMENT PROGRAM - continued
Statement of Net Assets Available for Benefits at December 31, 1992
VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD SAIC COMMON
GNMA INDEX PRIME WELLESLEY WINDSOR INT'L GROWTH STFED STOCK
ASSETS
Investments:
Mutual funds $ 13,239,000 $ 14,035,000 $ 17,756,000 $ 5,572,000 $ 29,956,000 $ 2,372,000 $ 12,606,000 $ 2,443,000
SAIC Common Stock 39,335,000
Short-term investments
Participant loans
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
13,239,000 14,035,000 17,756,000 5,572,000 29,956,000 2,372,000 12,606,000 41,778,000
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
Receivables:
Employee contributions 3,000 1,000 2,000 1,000 3,000 1,000 1,000 1,082,000
Employer contributions 231,000 328,000
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
3,000 1,000 233,000 1,000 3,000 1,000 1,000 1,410,000
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
Total assets 13,242,000 14,036,000 17,989,000 5,573,000 29,959,000 2,373,000 12,607,000 43,188,000
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
LIABILITIES
Accrued plan expenses
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
Total liabilities
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
Net assets available
for benefits $ 13,242,000 $ 14,036,000 $ 17,989,000 $ 5,573,000 $ 29,959,000 $ 2,373,000 $ 12,607,000 $43,188,000
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
PARTICIPANT STATE STREET
LOANS STIF TOTAL
ASSETS
Investments:
Mutual funds $ 97,979,000
SAIC Common Stock 39,335,000
Short-term investments $ 76,000 76,000
Participant loans $ 4,657,000 4,657,000
--------- ------ ----------
4,657,000 76,000 142,047,000
--------- ------ ----------
Receivables:
Employee contributions 1,094,000
Employer contributions 20,000 579,000
--------- ------ -----------
20,000 1,673,000
--------- ------ -----------
Total assets 4,657,000 96,000 143,720,000
--------- ------ -----------
LIABILITIES
Accrued plan expenses 32,000 32,000
--------- ------ -----------
Total liabilities 32,000 32,000
--------- ------ -----------
Net assets available
for benefits $ 4,657,000 $ 64,000 $143,688,000
--------- ------ -----------
--------- ------ -----------
F-10
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4 - FINANCIAL INFORMATION BY INVESTMENT PROGRAM - continued
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED
DECEMBER 31, 1993
VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD
GNMA INDEX PRIME WELLESLEY WINDSOR INT'L GROWTH STFED
Additions to net assets
attributed to:
Investment income:
Mutual funds:
Realized gain $ 116,000 $ 427,000 $ 101,000 $ 469,000 $ 13,000 $ 63,000
Change in unrealized
(depreciation) appreciation (193,000) 621,000 126,000 2,198,000 1,516,000 19,000
Other investment income 854,000 444,000 $ 499,000 764,000 3,556,000 66,000 763,000
SAIC Common Stock:
Realized gain
Change in unrealized
appreciation
Interest
Employee contributions 1,903,000 2,763,000 1,857,000 1,734,000 5,078,000 1,027,000 1,420,000
Employer contributions 8,000 8,000 6,000 10,000 17,000 4,000 3,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
2,688,000 4,263,000 2,362,000 2,735,000 11,318,000 2,626,000 2,268,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions to participants (648,000) (713,000) (1,114,000) (438,000) (1,762,000) (115,000) (851,000)
Plan expenses
Exchanges (1,315,000) 404,000 (2,372,000) 4,266,000 4,143,000 3,434,000 ( 1,044,000)
------------ ------------ ------------ ------------ ------------ ------------ ------------
(1,963,000) (309,000) (3,486,000) 3,828,000 2,381,000 3,319,000 (1,895,000)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 725,000 3,954,000 (1,124,000) 6,563,000 13,699,000 5,945,000 373,000
Net assets at beginning of year 13,242,000 14,036,000 17,989,000 5,573,000 29,959,000 2,373,000 12,607,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net assets at end of year $ 13,967,000 $ 17,990,000 $ 16,865,000 $ 12,136,000 $ 43,658,000 $ 8,318,000 $12,980,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------ ------------
SAIC COMMON PARTICIPANT STATE STREET
STOCK LOANS STIF TOTAL
Additions to net assets
attributed to:
Investment income:
Mutual funds:
Realized gain $ 1,189,000
Change in unrealized
(depreciation) appreciation 4,287,000
Other investment income
6,946,000
SAIC Common Stock:
Realized gain $ 2,000 2,000
Change in unrealized
appreciation 5,115,000 5,115,000
Interest 103,000 $ 416,000 $ 14,000 533,000
Employee contributions 19,112,000 4,568,000 39,462,000
Employer contributions 7,510,000 108,000 7,674,000
----------- ------------ ------------ ------------
31,842,000 416,000 4,690,000 65,208,000
----------- ------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions to participants (2,876,000) (177,000) (8,694,000)
Plan expenses
(145,000) (145,000)
Exchanges
(4,669,000) 1,750,000 (4,597,000)
----------- ------------ ------------ ------------
(7,545,000) 1,573,000 (4,742,000) (8,839,000)
----------- ------------ ------------ ------------
Net increase (decrease) 24,297,000 1,989,000 (52,000) 56,369,000
Net assets at beginning of year
43,188,000 4,657,000 64,000 143,688,000
----------- ------------ ------------ ------------
Net assets at end of year
$ 67,485,000 $ 6,646,000 $ 12,000 $200,057,000
----------- ------------ ------------ ------------
----------- ------------ ------------ ------------
F-11
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4 - FINANCIAL INFORMATION BY INVESTMENT PROGRAM - continued
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED
DECEMBER 31, 1992
VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD
GIC GNMA INDEX PRIME WELLESLEY WINDSOR
Additions to net assets
attributed to:
Investment income:
Mutual funds:
Realized gain (loss) $ 77,000 $ 243,000 $ 21,000 $ (56,000)
Change in unrealized
(depreciation)
appreciation (171,000) 312,000 (5,000) 2,149,000
Other investment
income $ 167,000 861,000 382,000 $ 635,000 311,000 1,854,000
SAIC Common Stock:
Realized gain
Change in unrealized
appreciation
Interest
Employee contributions 1,518,000 1,908,000 1,770,000 694,000 3,477,000
Employer contributions 231,000
---------- ---------- ---------- ---------- ---------- ----------
167,000 2,285,000 2,845,000 2,636,000 1,021,000 7,424,000
---------- ---------- ---------- ---------- ---------- ----------
Deductions from net
assets attributed to:
Distributions to
participants (89,000) (715,000) (636,000) (1,408,000) (193,000) (1,555,000)
Plan to plan transfer of
fund balances (3,000) (2,000) (2,000) (3,000)
Plan expenses
Exchanges (2,261,000) 992,000 1,591,000 (692,000) 2,602,000 1,227,000
---------- ---------- ---------- ---------- ---------- ----------
(2,350,000) 274,000 953,000 (2,100,000) 2,407,000 (331,000)
---------- ---------- ---------- ---------- ---------- ----------
Net (decrease) increase (2,183,000) 2,559,000 3,798,000 536,000 3,428,000 7,093,000
Net assets at
beginning of year 2,183,000 10,683,000 10,238,000 17,453,000 2,145,000 22,866,000
---------- ---------- ---------- ---------- ---------- ----------
Net assets at end
of year $ 0 $ 13,242,000 $ 14,036,000 $ 17,989,000 $ 5,573,000 $ 29,959,000
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
VANGUARD VANGUARD SAIC COMMON PARTICIPANT STATE STREET
INT'L GROWTH STFED STOCK LOANS STIF TOTAL
Additions to net assets
attributed to:
Investment income:
Mutual funds:
Realized gain (loss) $ (59,000) $ 26,000 $ 252,000
Change in unrealized
(depreciation)
appreciation (130,000) (173,000) 1,982,000
Other investment
income 52,000 726,000 4,988,000
SAIC Common Stock:
Realized gain $ 750,000 750,000
Change in unrealized
appreciation 2,633,000 2,633,000
Interest 109,000 $ 324,000 $ 16,000 449,000
Employee contributions 582,000 1,253,000 17,763,000 4,559,000 33,524,000
Employer contributions 6,297,000 99,000 6,627,000
---------- ----------- ---------- ---------- ---------- -----------
445,000 1,832,000 27,552,000 324,000 4,674,000 51,205,000
---------- ----------- ---------- ---------- ---------- -----------
Deductions from net
assets attributed to:
Distributions to
participants (89,000) (424,000) (2,862,000) (183,000) (8,154,000)
Plan expenses (116,000) (116,000)
Plan to plan transfer of
fund balances (3,000) (11,153,000) (11,166,000)
Exchanges 104,000 2,021,000 (2,529,000) 1,441,000 (4,496,000)
---------- ----------- ----------- ---------- ---------- -----------
15,000 1,594,000 (16,544,000) 1,258,000 (4,612,000) (19,436,000)
---------- ----------- ----------- ---------- ---------- -----------
Net (decrease) increase 460,000 3,426,000 11,008,000 1,582,000 62,000 31,769,000
Net assets at
beginning of year 1,913,000 9,181,000 32,180,000 3,075,000 2,000 111,919,000
---------- ----------- ----------- ---------- ---------- -----------
Net assets at end
of year $ 2,373,000 $ 12,607,000 $ 43,188,000 $ 4,657,000 $ 64,000 $ 143,688,000
---------- ----------- ----------- ---------- ---------- -----------
---------- ----------- ----------- ---------- ---------- -----------
F-12
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
Transactions involving cash, securities or assets of the Company, the Trustee or
other affiliated persons are considered to be party-in-interest transactions
under Section 2520.103-10 of the Department of Labor Rules and Regulations for
Reporting and Disclosure. Reportable party-in-interest transactions for the
years ended December 31, 1993 and 1992 are summarized below:
YEAR ENDED DECEMBER 31, 1993
------------------------------------------------------------
NUMBER NUMBER
INVESTMENT SALES OF UNITS OF SALES COST PROCEEDS
State Street Bank & Trust
Short-term Investment Fund 629,000 83 $ 62,889,000 $ 62,889,000
SAIC Class A Common Stock 2,000 1 $ 22,000 $ 24,000
NUMBER NUMBER OF
INVESTMENT PURCHASES OF UNITS PURCHASES COST
State Street Bank & Trust
Short-term Investment Fund 629,000 95 $ 62,832,000
SAIC Class A Common Stock 1,572,000 4 $ 19,796,000
YEAR ENDED DECEMBER 31, 1992
----------------------------------------------------------
NUMBER NUMBER
INVESTMENT SALES OF UNITS OF SALES COST PROCEEDS
State Street Bank & Trust
Short-term Investment Fund 538,000 65 $ 53,820,000 $ 53,820,000
SAIC Class A Common Stock * 951,000 4 $ 10,499,000 $ 11,249,000
NUMBER NUMBER OF
INVESTMENT PURCHASES OF UNITS PURCHASES COST
State Street Bank & Trust
Short-term Investment Fund 539,000 79 $ 53,880,000
SAIC Class A Common Stock 1,590,000 4 $ 18,109,000
<FN>
* Investment sales include the transfer of 942,000 shares of SAIC Class A Common
Stock to the ESOP (Note 1).
F-13
ADDITIONAL INFORMATION
SCHEDULE 1
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT
ITEM 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
- -------------------------------------------------------------------------------
DESCRIPTION OF COST OF CURRENT
IDENTITY OF ISSUE INVESTMENT SHARES OR UNITS ASSET VALUE
Mutual funds:
The Vanguard Group of
Investment Companies GNMA Portfolio 1,335,000 $ 13,455,000 $ 13,844,000
Index Trust-500
Portfolio 406,000 14,902,000 17,792,000
Prime Portfolio 19,256,000 19,256,000 19,256,000
Short-Term Federal
Portfolio 1,246,000 12,799,000 12,882,000
Wellesley Income Fund 623,000 11,732,000 11,982,000
Windsor Fund 3,112,000 40,981,000 43,286,000
World Intl. Growth
Portfolio 608,000 6,977,000 8,211,000
------------- -------------
120,102,000 127,253,000
Common Stock:
SAIC Class A 4,895,000 59,110,000 64,225,000
Short-term investment:
State Street Short-Term Investment
Bank & Trust Fund 20,000 20,000 20,000
Participant Loans,
Due 1/7/94 to 12/7/18;
6% - 12% 1,000 6,646,000 6,646,000
------------- -------------
$ 185,878,000 $ 198,144,000
------------- -------------
------------- -------------
F-14
ADDITIONAL INFORMATION
SCHEDULE II
SAIC APPLICATIONS INTERNATIONAL CORPORATION
CASH OR DEFERRED ARRANGEMENT PLAN
ITEM 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS*
YEAR ENDED DECEMBER 31, 1993
- -------------------------------------------------------------------------------
NUMBER OF PURCHASE SELLING LEASE
PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL
State Street Bank & Trust Short-term Investment Fund 95 $ 62,832,000
State Street Bank & Trust Short-term Investment Fund 83 $ 62,889,000
SAIC Class A Common Stock 4 $ 19,796,000
CURRENT VALUE
ON
EXPENSE COST OF TRANSACTION NET GAIN
INCURRED ASSET DATE OR (LOSS)
State Street Bank & Trust $ 62,832,000
State Street Bank & Trust $ 62,889,000 $ 62,889,000 $ 0
SAIC $ 19,796,000
<FN>
* Transactions or series of transactions in excess of 5 percent of the current
value of the Plan's assets as of December 31, 1992 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
F-15