-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nSX4Pa9cArXOmtPN+JsJG47jPNgeReZE6i/VI+rZimw87JGquFBUJTAGUYDmFk7A 8CSF/fToab/zyeWqSFuaQg== 0000023082-94-000003.txt : 19940126 0000023082-94-000003.hdr.sgml : 19940126 ACCESSION NUMBER: 0000023082-94-000003 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19930930 FILED AS OF DATE: 19940125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 34 SEC FILE NUMBER: 001-04850 FILM NUMBER: 94502595 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 10-K/A 1 11-K PLAN YEAR END 9/30/93 FORM 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 COMPUTER SCIENCES CORPORATION AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its fiscal year 1993 Annual Report on Form 10-K as set forth in the pages attached hereto: Exhibit 28(ii), to include as such exhibit pursuant to Rule 15d-21 under the Securities Exchange Act of 1934 the information, financial statements and exhibits required by Form 11-K with respect to the CSC Credit Services, Inc. Employee Savings Plan. Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. COMPUTER SCIENCES CORPORATION (Registrant) Date: January 24, 1994 By: \s\Denis M. Crane Denis M. Crane Vice President and Controller SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Plan Year Ended September 30, 1993 CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN COMPUTER SCIENCES CORPORATION 2100 East Grand Avenue El Segundo, California 90245 Item 1. Changes in the Plan None. Item 2. Changes in Investment Policy None. Item 3. Contributions Under the Plan Employer contributions under the Plan are measured to the participants' contributions. Item 4. Participating Employees Approximately 786 employees participated in the Plan at September 30, 1993. Item 5. Administration of the Plan (a) The Plan is administered by a Plan subcommittee which consists of the following employees of CSC Credit Services, Inc., 652 North Belt, Houston, Texas 77060: Margaret A. Strnad, Director of Human Resources, Dwight L. Carmichael, Vice President, Finance & Administration, John L. Mote, Director of Communications. The Plan subcommittee manages the Plan at the direction of the Plan Committee. The general administration and operation of the Plan is vested in the Plan Committee, which consists of the following employees of Computer Sciences Corporation ("CSC"), located at 2100 E. Grand Avenue, El Segundo, California 90245. Leon J. Level, Chairman - Vice President and Chief Financial Officer of CSC Hayward D. Fisk, Vice President, Secretary and General Counsel of CSC Denis M. Crane, Vice President and Controller of CSC L. Scott Sharpe, Vice President of CSC Texas Commerce Trust Company N.A., (the Trustee) located at 5599 San Felipe, Houston, Texas 77056, acts as the Trustee under the Plan. (b) No person named above receives any compensation from the Plan. Item 6. Custodian of Investments (a) The Trustee, a Texas state chartered trust company, serves as custodian of the securities and other investments of the Plan. (b) The Trustee receives no compensation from the Plan for its Services. All expenses for administration of the Plan are paid by CSC Services, Inc. (c) Texas Commerce Trust Company N.A., has the following insurance coverage: (1) A Bankers Blanket Bond, Excess Fidelity Coverage and Excess Securities Coverage totaling $370,000,000, covers any losses due to employee dishonesty, burglary, robbery, theft, mysterious disappearance, and forged or counterfeit securities. The coverage also applies to losses of "property" in transit by armored car service companies, air courier companies, authorized bank employees, and "designated messengers". (2) A Bankers Professional Liability Coverage totaling $30,000,000 covers trust errors and omissions. (3) Excess Fiduciary General Liability provides coverage totaling $195,000,000. Item 7. Reports to Participating Employees Participants are furnished with quarterly reports reflecting the status of their accounts. These reports show the beginning balance, contributions, investment income, withdrawals and ending balances for each investment election and for each account (employee contributions, employer contributions and roll-over accounts). The summary annual report of the Plan was distributed and will continue to be distributed to each participant within nine months or up to eleven months with extension, following close of the Plan year. Item 8. Investment of Funds All expenses, including brokerage commissions and investment fees (if any), are paid by CSC Credit Services, Inc. and not by the Plan. Item 9. Financial Statements and Exhibits Description Page No. (a) Financial Statements: Independent Auditors' Report 1 Statements of Net Assets Available for Benefits, September 30, 1993 and 1992 2 Statements of Changes in Net Assets Available for Benefits for the years ended September 30, 1993 and 1992 3 Notes to Financial Statements 4 (b) Supplemental Schedules: Schedule of Assets Held for Investment 9 Schedule of Reportable Transactions 10 (c) Exhibit: Independent Auditors' Consent 11 Pursuant to the requirements of the Securities Act of 1934, the Plan Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized. CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN Date: January 24, 1994 By: /s/Denis M. Crane Denis M. Crane Vice President & Controller Computer Sciences Corporation CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN Financial Statements and Supplemental Schedules for the Years Ended September 30, 1993 and 1992 and Independent Auditors' Report INDEPENDENT AUDITORS' REPORT To the Plan Committee of CSC Credit Services, Inc. Employee Savings Plan: We have audited, by fund and in total, the accompanying statements of net assets available for benefits of CSC Credit Services, Inc. Employee Savings Plan (the "Plan") as of September 30, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, by fund and in total, in all material respects, the net assets available for benefits of the Plan as of September 30, 1993 and 1992, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) assets held for investment as of September 30, 1993 and (2) reportable transactions for the year ended September 30, 1993 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department Labor's Rules and Regulations for Reporting and Disclosure under the the Employmee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1993 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE HOUSTON, TEXAS December 17, 1993 CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, SEPTEMBER 30, 1993 AND 1992
ASSETS 1993 1992 INVESTMENTS, at fair value: Trustee short-term cash management fund $486,141 $112,412 Computer Sciences Corporation common stock (10,054 and 8,473 shares, respectively) 922,455 579,341 Vanguard Group - Windsor Fund Incorporated II (205,031 and 151,671 units, respectively) 3,653,660 2,413,086 Fixed income contracts: Crown Life Insurance Company 579,066 Executive Life Insurance Company 239,917 239,917 General American Life Insurance Company 876,720 1,193,881 Hartford Life Insurance Company 875,718 1,193,580 Protective Life Insurance Company 1,188,197 1,622,810 Provident National Assurance Company 1,441,515 1,826,631 Prudential Insurance Company of America 532,509 RECEIVABLES: Employee contributions 70,650 47,262 Interest 32,026 52,169 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $10,319,508 $9,860,155 =========== ========== See accompanying notes to financial statements. 2
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED SEPTEMBER 30, 1993 AND 1992 1993 1992 INVESTMENT INCOME: Net appreciation in fair value of investments $542,334 $132,948 Investment income 566,566 681,168 --------- -------- Total 1,108,900 814,116 --------- -------- CONTRIBUTIONS: Employer 440,520 304,581 Employee 1,141,121 1,024,197 --------- --------- Total 1,581,641 1,328,778 --------- --------- Total additions 2,690,541 2,142,894 --------- --------- BENEFITS PAID TO PARTICIPANTS (2,231,188) (700,150) INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 459,353 1,442,744 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 9,860,155 8,417,411 ----------- ---------- End of year $10,319,508 $9,860,155 =========== ========== See accompanying notes to financial statements. 3
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 1993 AND 1992 1. DESCRIPTION OF PLAN The following description of the CSC Credit Services, Inc. Employee Savings Plan provides only general information. Participants should refer to the plan documents for a more complete description of the Plan's provisions. General - Effective October 1, 1987, Associated Credit Services, Inc. established the Associated Credit Services, Inc. Employee Savings Plan. The Plan's name was subsequently changed to the CSC Credit Services, Inc. Employee Savings Plan (the "Plan"). The Plan is a defined contribution savings plan for employees of CSC Credit Services, Inc., (the "Company"). Employees are eligible to participate after completing an employment year consisting of at least 1,000 hours of service. The Plan is subject to provisions of the Employee Retirement Income Security Act of 1974 and its subsequent amendments and is considered a "cash or deferred arrangement" under Section 401(k) of the Internal Revenue Code of 1986. The general administration and operation of the Plan is vested in the Plan Committee (the "Committee"). The trustee of the Plan is Texas Commerce Trust Company N.A. (the "Trustee"), formerly Ameritrust Texas N.A. Employee contributions are invested at each employee's discretion in the General Equity Fund, Fixed Income Fund, or Common Stock Fund on a percentage allocation basis in any increment of 25%. The General Equity Fund is invested in a pooled investment fund which, in turn, is invested in equity investments. The Fixed Income Fund is invested in contracts with insurance companies and short-term cash investments. The Company Stock Fund is invested in Computer Sciences Corporation common stock. Contributions - Participants may contribute (not to exceed $8,994 and $8,728 for calendar years 1993 and 1992, respectively) from 2% to 15% of their compensation. Employer contributions equal 50% of the first 6% of a participant's contributions not to exceed 3% of the participant's plan compensation. Participant Accounts - Each participant's account is credited with the participant's contributions, the Company's matching contributions, and earnings. Allocations are based primarily on account balances at certain specified dates as provided under the terms of the Plan. 4 Vesting - Upon normal retirement, death, or disability, a participant is entitled to the entire balance of his/her account. If a participant's employment is terminated for any other reason, such participant is entitled to the total of his/her employee contributions plus a vested percentage of the Company's matching contributions. Participants vest in Company contributions as follows: Vesting Service Vesting Percent Less than 2 years 0 2 years but less than 3 25 3 years but less than 4 50 4 years but less than 5 75 5 years or more 100 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Basis - The financial statements are prepared on the accrual basis of accounting. Certain prior year amounts have been reclassified to conform with the current year presentation. Investments - Investments are presented in the financial statements at their fair value using the first-in, first-out method. If available, quoted market prices are used to value investments. Investments in fixed income contracts are reported at contract values, which management believes approximate fair values. Administrative Expenses - Administrative expenses are paid by the Company. 3. CONTRIBUTIONS Included in employee contributions for 1993 and 1992 is $4,690 and $23,703, respectively, consisting of lump sum distributions to employees rolled over from other employee benefit plans. 4. BENEFITS PAYABLE Benefits payable to participants who have withdrawn from the Plan are $22,688 and $131,527 as of September 30, 1993 and 1992, respectively. 5. FEDERAL INCOME TAXES The Plan obtained its latest determination letter on August 1, 1988, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's tax counsel believe that the Plan as currently designed is being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan is qualified and considered tax-exempt as of the financial statement date. 6. FORFEITURES Upon termination, the nonvested portion of a participant's employer contribution account is forfeited. The Company reserves the right to use the forfeited balance to reduce future contributions by the employer. Accumulated forfeitures amounted to $63,676 and $35,430 for the years ended September 30, 1993 and 1992, respectively. 5 During 1993 and 1992, the Company elected to utilize $0 and $100,000, respectively, of accumulated forfeitures to reduce employer contributions to the Plan. 7. TERMINATION OF PLAN The Plan has been established to continue indefinitely. However, the Company reserves the right to terminate the Plan, in whole or in part, at any time. In the event of a termination of the Plan, all participants will be fully vested in their accounts under the Plan. 8. CONTINGENCIES The Plan holds an investment in an Executive Life Insurance Company ("ELIC") fixed income contract totaling $239,917, comprised of $225,500 of principal and $14,417 of accrued interest, which matured September 30, 1992. ELIC is a wholly owned subsidiary of First Executive Corporation ("FEC"). FEC, a holding company, filed for relief under Chapter 11 of the United States Bankruptcy Code on May 13, 1991. On December 26, 1991, a California state court approved a purchase by Aurora National Life Assurance Company ("Aurora") of ELIC's assets and liabilities by a consortium led by Altus Finance and Mutuelle Assurance Artisanale de France. A Rehabilitation/Liquidation Plan for ELIC (the "Rehabilitation") was filed January 13, 1992 subject to approval by the California Superior Court. On August 13, 1993, the Rehabilitation was approved. Subsequent to September 30, 1993, the Committee received information concerning the details of the Rehabilitation and its options. The Committee is currently evaluating the Plan's options offered by the Rehabilitation and believes that the impact, if any, will not have a material effect on the aggregate assets of the Plan. 9. RELATED-PARTY TRANSACTIONS During the years ended September 30, 1993 and 1992, the Plan purchased and sold shares of Computer Sciences Corporation common stock and units of cash management funds managed by the Trustee as temporary investments, as shown below: 1993 1992 ------------------- ---------------------- Purchases Sales Purchases Sales Computer Sciences Corporation: Shares 3,019 1,413 2,457 495 Dollars $233,463 $396,082 $107,478 $32,235 ======== ======== ======== ======= Trustee - short-term cash management fund $2,122,969 $2,187,933 $2,523,058 $7,528,351 ========== ========== ========== ========== 6 10. PLAN ASSETS BY FUND The Plan consists of three investment funds. Each participant directs the manner in which his or her account balance is invested. The net assets available for benefits by fund and changes in net assets available for benefits by fund for the years ended September 30, 1993 and 1992 are as follows:
1993 ------------------------------------------------------- Fixed General Common Combined Income Equity Stock Funds Fund Fund Fund Net Assets Available for Benefits by Fund: Net assets available for benefits $10,319,508 $5,686,376 $3,689,865 $943,267 =========== ========== ========== ======== Changes in Net Assets Available for Benefits by Fund: Net appreciation in fair value of investments $ 542,334 $ 337,055 $205,279 Investment income 566,566 $ 446,191 120,107 268 Contributions: Employer 440,520 196,074 182,761 61,685 Employee 1,141,121 491,739 485,551 163,831 --------- --------- --------- ------- Total additions 2,690,541 1,134,004 1,125,474 431,063 --------- --------- --------- -------- Benefits paid to participant(2,231,188) (1,845,998) (342,696) (42,494) Interfund conversions, net (411,836) 459,140 (47,304) ---------- ---------- --------- -------- Increase (decrease) in net assets available for benefits 459,353 (1,123,830) 1,241,918 341,265 Net assets available for benefits: Beginning of year 9,860,155 6,810,206 2,447,947 602,002 ----------- ---------- ---------- --------- End of year $10,319,508 $5,686,376 $3,689,865 $943,267 =========== ========== ========== ======== 7
1992 ------------------------------------------------ Fixed General Common Combined Income Equity Stock Funds Fund Fund Fund Net Assets Available for Benefits by Fund: Net assets available for benefits $9,860,155 $6,810,206 $2,447,947 $602,002 ========== ========== ========== ======== Changes in Net Assets Available for Benefits by Fund: Net appreciation in fair value of investments $132,948 $104,141 $28,807 Investment income 681,168 $505,996 172,526 2,646 Contributions: Employer 304,581 164,972 97,678 41,931 Employee 1,024,197 545,484 359,949 118,764 ---------- ---------- ---------- -------- Total additions 2,142,894 1,216,452 734,294 192,148 ---------- ---------- ---------- -------- Benefits paid to participants (700,150) (456,754) (182,506) (60,890) Interfund conversions, net (246,282) 236,852 9,430 ---------- ---------- ---------- -------- Increase in net assets available for benefits 1,442,744 513,416 788,640 140,688 Net assets available for benefits: Beginning of year 8,417,411 6,296,790 1,659,307 461,314 ---------- ---------- ---------- -------- End of year $9,860,155 $6,810,206 $2,447,947 $602,002 ========== ========== ========== ======== ***** 8 Item 30a - Schedule of Assets Held for Investment CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT, SEPTEMBER 30, 1993
Current Description of Investment Cost Value Computer Science Corporation-common stock (10,054 shares) $673,635 $922,455 Vanguard Group-Windsor Fund Incorporated II (205,031 shares) 3,071,240 3,653,660 Executive Life Insurance-8.7% fixed income contract due 9/30/92 239,917 239,917 General American Life Insurance-8.41% fixed income contract due 9/30/96 876,720 876,720 Hartford Life Insurance - 8.41% fixed income contract due 9/30/96 875,718 875,718 Protective Life Insurance - 9.1% fixed income contract due 9/30/94 498,116 498,116 Protective Life Insurance - 7.98% fixed income contract due 3/31/97 690,081 690,081 Provident National Assurance Company - 7.92% fixed income contract due 3/31/97 1,441,515 1,441,515 Prudential Insurance Company of America - 6.31% fixed income contract due 9/30/98 532,509 532,509 Texas Commerce Trust Company N.A. - cash management fund 486,141 486,141 9
Item 30d - Schedule of Reportable Transactions CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED SEPTEMBER 30, 1993
Current Number Value on Net Description of of Purchase Cost of Transaction Gain or Investment Purchases (Selling) Asset Date (Loss) (Sales) Price Single transactions - none Series of transactions: Texas Commerce Trust Company N.A. - Cash Management Fund 103 $2,122,969 $2,122,969 (173) (2,187,933) 2,187,933 $2,187,933 Vanguard Group - Winsor II 34 1,235,524 1,235,524 (10) (332,006) 287,649 332,006 $44,357 Provident National Assurance Co. - Fixed Income Contract 18 274,762 274,762 (14) (659,878) 659,878 659,878 Prudential Insurance Company - Fixed Income Contract 18 576,564 576,564 (7) (44,055) 44,055 44,055 Crown Life Insurance Company - Fixed Income Contract 4 47,490 47,490 (15) (626,556) 626,556 626,556 10
INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in Registration Statement No. 33-26977 of Computer Sciences Corporation on Form S-8 of our report dated December 17, 1993, appearing in this Annual Report on Form 11-K of CSC Credit Services, Inc. Employee Savings Plan for the year ended September 30, 1993. DELOITTE & TOUCHE HOUSTON, TEXAS January 19, 1994 -----END PRIVACY-ENHANCED MESSAGE-----