EX-99.3 4 0004.txt Exhibit 99.3 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, 1999 [ ] 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: CSC Outsourcing Inc. CUTW Hourly Savings 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 TABLE OF CONTENTS ----------------- Description Page ----------- ---- Statements of Net Assets Available for Benefits As of December 31, 1999 and 1998....................................... 3 Statements of Changes in Net Assets Available for Benefits As of December 31, 1999 and 1998....................................... 4 Notes to the Financial Statements....................................... 5 2 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, --------------------------------- 1999 1998 -------------- -------------- Assets Investments (Note 2, 5, 8 and 9): Short-term $ 6,306 $ 8,094 Long-term - at fair value: Brinson U.S. Bond Fund 53,849 57,871 Brinson U.S. Stock Fund 30,754 25,748 Mellon Enhanced Asset Fund 14,087 7,151 Brinson U.S. Equity Fund 272,764 284,552 Mellon Stock Index Fund 135,403 117,654 CSC Company stock 1,001,133 676,231 Employee Loans (Note 6) 29,555 27,660 Plan interest in Master Trust 177,509 151,592 ---------- ---------- Total Investments 1,721,360 1,356,553 ---------- ---------- Receivables: Employee Contributions 8,622 1,715 Employer Contributions 800 750 Other Receivables 6,380 966 ---------- ---------- Total Receivables 15,802 3,431 ---------- ---------- Total Assets 1,737,162 1,359,984 ---------- ---------- Liabilities Accounts Payable 13,309 13,494 ---------- ---------- Total Liabilities 13,309 13,494 ---------- ---------- Net Assets Available for Benefits $1,723,853 $1,346,490 ========== ==========
See Notes to Financial Statements 3 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31, --------------------------------- 1999 1998 -------------- -------------- ADDITIONS Investment Income: Net appreciation in fair value of investments (Note 9) $ 295,016 $ 266,598 Interest 352 563 Dividends 16,758 13,449 Plan interest in Master Trust investment income 8,569 9,551 ---------- ---------- 320,695 290,161 Less Investment Management Fees (1,328) (1,191) ---------- ---------- 319,367 288,970 Contributions: Employee 120,105 107,697 Employer 37,058 49,488 ---------- ---------- 157,163 157,185 ---------- ---------- Total Additions 476,530 446,155 DEDUCTIONS Distributions to Participants (Notes 1 and 7) 99,167 41,203 ---------- ---------- Total Deductions 99,167 41,203 ---------- ---------- Net Increase 377,363 404,952 ---------- ---------- Net Assets Available for Benefits: Beginning of Year 1,346,490 941,538 ---------- ---------- End of Year $1,723,853 $1,346,490 ========== ==========
See Notes to Financial Statements 4 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 Note 1 Description of the Plan ----------------------- The following brief description of the CSC Outsourcing Inc. CUTW Hourly Savings Plan (the "Plan") of CSC Outsourcing Inc. (the "Company") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan became effective August 5, 1995, as a result of the Company acquiring certain employees of the Southern New England Telephone Company. The Plan is administered by a Committee consisting of four members (the "Committee) who are appointed by the Board of Directors of the Company and serve without compensation, being reimbursed by the Company for all expenditures incurred in the discharge of their duties as members of the Committee. The Committee has the power to interpret, construe and administer the Plan and to decide any dispute which may arise under the Plan. The Bank of New York (the "Trustee"), administers the Trust pursuant to a Trust Agreement entered into with the Company. All administrative expenses incurred for services rendered to the Plan shall be paid from the Trust to the extent not paid by the Company. The Plan is a voluntary, contributory, defined contribution plan and is intended to satisfy the requirements of Section 401(a) and 401(k) of the Internal Revenue Code (the "Code"). It is also subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Company reserves the right to discontinue contributions and to terminate the Plan at anytime. 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 ----------------------------- Employees are eligible to participate on specified enrollment dates if they satisfy the Plan's eligibility requirements, are hourly paid employees of CSC Outsourcing Inc. and are members of a collective bargaining unit for which participation in this Plan has been provided by negotiated agreement. A rehired eligible employee is eligible to rejoin the Plan on the next enrollment date. There were approximately 61 and 65 participating employees at December 31, 1999 and 1998, respectively. 5 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 Employee and Company Contributions ---------------------------------- A participant may authorize before-tax and after-tax contributions to the Plan subject to a maximum level of contributions (a certain percentage of base earnings), as specified by the bargaining agreement covering the employee. The Company will contribute, and forward to the Trust fund 66 2/3% of the first 1% to 6% for the employee matched contribution together with the participant's before-tax and after-tax contribution. The employee base earnings deferred and contributed to the Trust fund cannot exceed $10,000 for calendar years 1999 and 1998, respectively, the maximum allowable under the Code. Annual after-tax contributions to the Plan (including employee and Company matching contributions) are limited to $30,000 for each participant. Any compensation deferral in excess of $10,000 and any after-tax contributions with matching Company contributions in excess of $30,000, together with income allocable to those excess contributions 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. Participant Accounts -------------------- Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and 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. Vesting of Participants' Interests/Forfeitures ---------------------------------------------- Participants are 100 percent vested at all times in their before-tax, after- tax contribution and Company matching accounts. Distributable Amounts, Withdrawals and Refunds ---------------------------------------------- The entire balance in all accounts for participants who retire, die, become disabled, or are discharged is distributed according to the provisions of the Plan. There are no forfeitures. The amounts distributed during 1999 and 1998, excluding hardship withdrawls, totaled $99,167 and $3,161, respectively. 6 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 While still an employee, a participant may make an in-service withdrawal of all or a part of the vested portion of his or her accounts attributable to their contributions, as well as vested Company matching contributions, plus the earnings on those amounts subject to the provisions of the Plan. Upon written notice to the Committee, a participant may make a hardship withdrawal of his or her before-tax and after-tax contributions, as well as Company matching 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. A participant may request a hardship withdrawal only if he or she first takes a loan of any available monies in the Plan. Both types of withdrawals are subject to certain restrictions as described in the Plan document. No hardship withdrawals were made in 1999 but $38,042 were made in 1998. 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 accounting principles generally accepted in the United States of America. The following is a summary of the significant policies. Assets of the Plan ------------------ The assets of the Plan are held in a trust with five sub-accounts, which represents 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. Use of Estimates ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. 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. Participants in the Stock Fund may elect to receive distributions in certificates for shares of the common stock of Computer Sciences Corporation. 7 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 Valuation of Investment Securities ---------------------------------- Investments in common stocks and mutual funds are stated at fair value based upon closing sales prices reported on recognized securities exchanges on the last business day of the month or, for the listed securities having no sales reported and for unlisted securities, upon last reported bid prices on that date. Investments in certificates of deposit, money market funds and corporate debt instruments (commercial paper) are stated at cost which approximates fair value. Payment of Benefits ------------------- Benefits are recorded when paid. Reclassifications ----------------- The Plan has adopted Statement of Position 99-3, "Accounting and Reporting of Certain Defined Contribution Plan Investments and other Disclosure Matters." As a result, a reclassification of the prior year's financial statements has been made to eliminate the by-fund disclosures. Note 3 Income Tax Status ----------------- The Company will apply for a determination letter from the Internal Revenue Service substantiating that the Plan, as amended, qualifies under Section 401(a) of the Code and, with respect to its qualified cash or deferred arrangement, under Section 401(k) of the Code. The Committee believes the Plan is designed and operated to qualify as such. 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 $10,000 for 1999 and 1998 taxable years of the participants. (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 Computer Sciences Corporation 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. 8 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 Note 4 Reconciliation of Financial Statements to Form 5500 ---------------------------------------------------
December 31, --------------------------------- 1999 1998 -------------- -------------- Net assets available for benefits per the financial statements $1,723,853 $1,346,490 Amounts allocated to withdrawing participants (51) (1,075) ---------- ---------- Net assets available for benefits per Form 5500 $1,723,802 $1,345,415 ========== ==========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year Ended December 31, ----------------------- 1999 1998 ---------- ---------- Benefits paid to participants per the financial Statements $99,167 $41,203 Add: Amounts allocated to withdrawing participants at December 31, 1999 51 1,075 Less: Amounts allocated to withdrawing participants at December 31, 1998 (1,075) (4,237) ------- ------- Benefits paid to participants per the Form 5500 $98,143 $38,041 ======= =======
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, 1999 but not paid as of that date. Note 5 Investment Funds ---------------- Participant contributions - Subject to rules the bargaining unit has adopted, 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 and after-tax contributions in percentages determined by the bargaining unit. 9 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 The Fixed Income Fund --------------------- 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, 1999 and 1998, the Plan's interest in the net assets of the Master Trust was approximately 1% and .08%, 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. The following table represents the fair value of investments for the Master Trust.
December 31, --------------------------------- 1999 1998 -------------- -------------- Investments at fair value: Corporate bonds $ 10,683,212 $118,380,288 U.S. government securities 8,885,921 57,684,732 Other bonds 2,358,608 16,164,613 Short-term investments 233,323 3,777,721 Accrued income 160,208 966,721 ------------ ------------ $ 22,321,272 $196,974,075 ============ ============
Investment income for the Master Trust is as follows:
December 31, --------------------------------- 1999 1998 -------------- -------------- Investment income: Net appreciation (depreciation) in fair value of investments investments $ (599,954) $ 1,731,522 Interest: Corporate bonds 705,454 6,710,396 U.S. government securities 466,200 3,786,462 Other bonds 131,971 691,664 Short-term investments 73,592 365,214 ------------ ------------ 777,263 13,285,258 Less investment management fees (125,183) (227,349) ------------ ------------ $ 652,080 $ 13,057,909 ============ ============
10 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 The Balanced Fund ----------------- The Balanced Fund is co-managed by Brinson Partners, Inc. (approximately 86% as of December 31, 1999) and Mellon Capital Management (approximately 14% as of December 31, 1999). The Balanced Fund is invested in an actively managed combination of U.S. equity securities, U.S. fixed income securities 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. 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 Trustee may purchase Computer Sciences Corporation stock on national securities exchanges or elsewhere. 11 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 In accordance with rules established by the Committee, participants may change their investment elections as of the first day of the first payroll period in the month, if filed within the prescribed time, by delivering an election form to the Company. Participants may transfer their existing account balances in 1 percent increments. Transfer elections are effective as of the first day of the month, or the second month if the participant's election form is not filed within the time prescribed by the Committee, following the month in which the participant files his election form with the Company. 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 same fund as the participant contributions. Note 6 Participant Loans ----------------- The Plan has a loan provision in place which is available to participants covered by the bargaining unit. As of December 31, 1999 and 1998, $29,555 and $27,660 of loans were outstanding, respectively. 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. Note 7 Benefits Payable ---------------- As of December 31, 1999 and 1998, net assets available for benefits included benefits of $51 and $1,075, respectively, due to participants who have withdrawn from participation in the Plan. 12 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 Note 8 Investments 1999 ----------------
Shares/Units Cost Fair Value ------------ ---------- ---------- Fixed Income Fund Plan Interest in Master Trust sh. 107,243 $ 180,871 $ 177,509 Balanced Fund Brinson Trust Company Inc. U.S. Bond Fund sh. 409 55,310 53,849 U.S. Stock Fund sh. 78 22,420 30,754 Mellon EB Enhanced Asset Allocation sh. 39 13,366 14,087 Mellon Temporary Investment Fund sh. 47 47 47 BNY Short-Term Money Market Fund sh. 1,045 1,045 1,045 Active Equity Fund Brinson Trust Company, Inc. U.S. Equity Portfolio sh. 766 213,009 272,764 BNY Short-Term Money Market Fund sh. 307 307 307 Stock Index Fund Mellon EB Stock Index Fund sh. 284 87,754 135,403 Mellon Temporary Investment Fund sh. 368 368 368 BNY Short-Term Money Market Fund sh. 1,079 1,079 1,079 Company Stock Fund Computer Sciences Common Stock sh. 10,580 454,224 1,001,133 BNY Short-Term Money Market Fund sh. 3,460 3,460 3,460 CSC Employee Loan Fund Participant Loans $ 29,555 29,555 29,555 ---------- ---------- $1,062,815 $1,721,360 ========== ========== Total Long-Term Investments $1,056,509 $1,715,054 Total Short-Term Investments 6,306 6,306 ---------- ---------- $1,062,815 $1,721,360 ========== ==========
13 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 Note 8 Investments 1998 ----------------
Shares/Units Cost Fair Value ------------ ---------- ---------- Fixed Income Fund Plan Interest in Master Trust sh. 44,409 $ 152,183 $ 151,592 BNY Short-Term Money Market Fund sh. 905 905 905 Balanced Fund Brinson Trust Company Inc. U.S. Bond Fund sh. 442 55,654 57,871 U.S. Stock Fund sh. 63 16,041 25,748 Mellon EB Enhanced Asset Allocation sh. 21 6,566 7,151 Mellon Temporary Investment Fund sh. 174 174 174 BNY Short-Term Money Market Fund sh. 2,355 2,355 2,355 Active Equity Fund Brinson Trust Company, Inc. U.S. Equity Portfolio sh. 743 198,141 284,552 BNY Short-Term Money Market Fund sh. 62 62 62 Stock Index Fund Mellon EB Stock Index Fund sh. 298 80,064 117,654 Mellon Temporary Investment Fund sh. 417 417 417 BNY Short-Term Money Market Fund sh. 21 21 21 Company Stock Fund Computer Sciences Common Stock sh. 10,525 419,017 676,231 BNY Short-Term Money Market Fund sh. 4,160 4,160 4,160 CSC Employee Loan Fund Participant Loans $ 27,660 27,660 27,660 ---------- ---------- $ 963,420 $1,356,553 ========== ========== Total Long-Term Investments $ 955,326 $1,348,459 Total Short-Term Investments 8,094 8,094 ---------- ---------- $ 963,420 $1,356,553 ========== ==========
14 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 Note 9 Investments ----------- The Plan's investment are held in a bank-administered trust-fund. The following table presents investments. Investments that represent 5 percent or more the Plan's net assets are separately identified.
December 31, ---------------------------- 1999 1998 ------------ ------------ Investments a Fair Value as Determined by Quoted Market Price CSC Company Stock $1,001,133 $ 676,231 Plan interest in Master Trust 177,509 151,592 Interest in registered investment companies: Brinson U.S. Equity Fund 272,764 284,552 Mellon Stock Index Fund 135,403 117,654 Other mutual funds 98,690 90,770 Other short-term investments 6,306 8,094 ---------- ---------- 1,691,805 1,328,893 ---------- ---------- Investments at Estimated Fair Value Employee Loan Fund 29,555 27,660 ---------- ---------- 29,555 27,660 ---------- ---------- Total investments $1,721,360 $1,356,553 ========== ==========
During 1999 and 1998 the Plan's investments (including bought, sold, and held during the year) appreciated in value by $295,016 and $266,598, respectively, as follows: Net Change in Fair Value
Year Ended December 31, ---------------------------- 1999 1998 ------------ ------------ Investments at Fair Value as Determined by Quoted Market Price CSC Company Stock $ 310,006 $ 220,440 Plan interest in Master Trust (2,771) 430 Interest in registered investment companies: Brinson U.S. Bond Fund (4,460) 4,471 Mellon EB Enhanced Allocation Fund 136 585 Brinson U.S. Equity Fund (25,397) 21,045 Mellon Stock Index Fund 17,502 19,627 ---------- ---------- Net change in fair value $ 295,016 $ 266,598 ========== ==========
15 CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS For the Two Years Ended December 31, 1999 Nonparticipant-Directed Investment ---------------------------------- 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. However, employee contributions are participant- directed to any of the five sub-accounts representing the investment options. Information about the net assets and the significant componets of the changes in net assets relating to the nonparticipant-directed investments is as follows:
Year Ended December 31, ---------------------------- 1999 1998 ------------ ------------ Changes in Net Assets of CSC Company stock: Employee contributions $ 65,864 $ 58,389 Company contributions 37,058 49,488 Transfer to other investment funds (8,444) 10,878 Net appreciation 310,006 220,440 Benefits paid to participants (Note 9) (79,582) (33,704) -------- -------- $324,902 $305,491 ======== ========
15 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. CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN Date: June 28, 2000 By: /s/ LEON J. LEVEL ----------------------------------------- Leon J. Level Chairman, Computer Sciences Corporation Retirement Plans Committee