<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 10-K/A
Amendment No. 3 to
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended March 29, 1996
Commission File No. 1-4850
COMPUTER SCIENCES CORPORATION
Incorporated in the State of Nevada
Employer Identification No. 95-2043126
2100 East Grand Avenue
El Segundo, California 90245
Telephone (310) 615-0311
________________________
Securities registered pursuant
to Section 12(b) of the Act: Exchanges on Which Registered
___________________________________ __________________________________
Common Stock, $1.00 par value per share New York Stock Exchange
Preferred Stock Purchase Rights Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
The registrant hereby amends Item 14(a) of its fiscal year 1996 Annual Report
on Form 10-K to include Exhibit 99.5 -- Annual Report on Form 11-K of the
CSC Credit Services, Inc. Employee Savings Plan for the period ended December
2, 1996.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Item 14(a) The following documents are filed as part of this report:
1 and 2. Financial Statements and Financial Statement Schedules: These
documents are listed in the Index to Consolidated Financial Statements and
Financial Statement Schedules (Item 8).
3. Exhibits:
<TABLE>
<CAPTION>
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of April 28, 1996 by
and among the Registrant, The Continuum Company, Inc. and
Continental Acquisition, Inc. (l)
3.1 Restated Articles of Incorporation, effective
October 31, 1988 (c)
3.2 Amendment to Restated Articles of Incorporation, effective
August 10, 1992 (i)
3.3 Amendment to Restated Articles of Incorporation, effective
July 31, 1996 (m)
3.4 Certificate of Amendment of Certificate of Designations of
Series A Junior Participating Preferred Stock, effective
August 1, 1996 (o)
3.5 Bylaws, amended and restated effective February 3, 1997 (q)
10.1 Annual Management Incentive Plan, effective April 2, 1983* (a)
10.2 1978 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.3 1980 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.4 1984 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.5 1987 Stock Incentive Plan* (b)
10.6 Schedule to the 1987 Stock Incentive Plan for United
Kingdom personnel* (b)
10.7 1990 Stock Incentive Plan* (g)
10.8 1992 Stock Incentive Plan, amended and restated effective
August 9, 1993* (n)
10.9 Schedule to the 1992 Stock Incentive Plan for United
Kingdom personnel* (q)
10.10 1995 Stock Incentive Plan* (j)
10.11 Deferred Compensation Plan, amended and restated effective
November 4, 1996* (p)
10.12 Supplemental Executive Retirement Plan, amended and
restated effective November 4, 1996* (p)
10.13 1990 Nonemployee Director Retirement Plan, amended and
restated effective December 6, 1996* (q)
10.14 Form of Indemnification Agreement for Directors (d)
10.15 Form of Indemnification Agreement for Officers (e)
10.16 Information Technology Services Agreements with General
Dynamics Corporation, dated as of November 4, 1991 (h)
10.17 $350 million Credit Agreement dated as of September 6, 1995 (j)
10.18 First Amendment to $350 Million Credit Agreement dated
September 23, 1996 (p)
<PAGE>
10.19 Amended and Restated Rights Agreement, effective
August 1, 1996 (o)
11 Calculation of Primary and Fully Diluted Earnings Per Share
21 Significant Active Subsidiaries and Affiliates of the
Registrant (i)
23 Independent Auditors' Consent
27 Article 5 Financial Data Schedule (f)
99.1 Annual Report on Form 11-K for the Matched Asset Plan of
the Registrant for the fiscal year ended December 31, 1995 (f)
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of
CSC Outsourcing Inc. for fiscal year ended December 31, 1995 (f)
99.3 Annual Report on Form 11-K for the Employee Savings Plan of
CSC Credit Services, Inc. for the fiscal year ended
September 30, 1996 (f)
99.4 Annual Report on Form 11-K for the CUTW Hourly Savings Plan
of CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1995 (k)
99.5 Annual Report on Form 11-K for the Employee Savings Plan of
CSC Credit Services, Inc. for the period ended
December 2, 1996
</TABLE>
Notes to Exhibit Index:
*Management contract or compensatory plan or agreement
(a)-(f) These exhibits are incorporated herein by reference to the
Company's Annual Report on Form 10-K, as amended, for the fiscal
years ended on the respective dates indicated below:
(a) March 30, 1984 (d) April 3, 1992
(b) April 1, 1988 (e) March 31, 1995
(c) March 31, 1989 (f) March 29, 1996
(g) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 filed on August 15, 1990.
(h) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated November 4, 1991.
(i) Incorporated herein by reference to the Registrant's Proxy
Statement for its August 10, 1992 Annual Meeting of Stockholders.
(j) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on November 13, 1995.
(k) Incorporated herein by reference to the Annual Report on Form 11-K
for the CSC Outsourcing, Inc. CUTW Hourly Savings Plan filed on
February 6, 1996.
(l) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated April 28, 1996.
(m) Incorporated herein by reference to the Registrant's Proxy
Statement for its July 31, 1996 Annual Meeting of Stockholders.
(n) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on August 12, 1996.
(o) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated August 1, 1996.
(p) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on November 12, 1996.
(q) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on February 10, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
COMPUTER SCIENCES CORPORATION
Dated: June 3, 1997 By:/s/ Denis M. Crane
------------------------
Denis M. Crane,
Vice President and Controller
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Page
----
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of April 28, 1996 by
and among the Registrant, The Continuum Company, Inc. and
Continental Acquisition, Inc. (l)
3.1 Restated Articles of Incorporation, effective
October 31, 1988 (c)
3.2 Amendment to Restated Articles of Incorporation, effective
August 10, 1992 (i)
3.3 Amendment to Restated Articles of Incorporation, effective
July 31, 1996 (m)
3.4 Certificate of Amendment of Certificate of Designations of
Series A Junior Participating Preferred Stock, effective
August 1, 1996 (o)
3.5 Bylaws, amended and restated effective February 3, 1997 (q)
10.1 Annual Management Incentive Plan, effective April 2, 1983* (a)
10.2 1978 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.3 1980 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.4 1984 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.5 1987 Stock Incentive Plan* (b)
10.6 Schedule to the 1987 Stock Incentive Plan for United
Kingdom personnel* (b)
10.7 1990 Stock Incentive Plan* (g)
10.8 1992 Stock Incentive Plan, amended and restated effective
August 9, 1993* (n)
10.9 Schedule to the 1992 Stock Incentive Plan for United
Kingdom personnel* (q)
10.10 1995 Stock Incentive Plan* (j)
10.11 Deferred Compensation Plan, amended and restated effective
November 4, 1996* (p)
10.12 Supplemental Executive Retirement Plan, amended and
restated effective November 4, 1996* (p)
10.13 1990 Nonemployee Director Retirement Plan, amended and
restated effective December 6, 1996* (q)
10.14 Form of Indemnification Agreement for Directors (d)
10.15 Form of Indemnification Agreement for Officers (e)
10.16 Information Technology Services Agreements with General
Dynamics Corporation, dated as of November 4, 1991 (h)
10.17 $350 million Credit Agreement dated as of September 6, 1995 (j)
10.18 First Amendment to $350 Million Credit Agreement dated
September 23, 1996 (p)
<PAGE>
10.19 Amended and Restated Rights Agreement, effective
August 1, 1996 (o)
11 Calculation of Primary and Fully Diluted Earnings Per Share
21 Significant Active Subsidiaries and Affiliates of the
Registrant (i)
23 Independent Auditors' Consent
27 Article 5 Financial Data Schedule (f)
99.1 Annual Report on Form 11-K for the Matched Asset Plan of
the Registrant for the fiscal year ended December 31, 1995 (f)
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of
CSC Outsourcing Inc. for fiscal year ended December 31, 1995 (f)
99.3 Annual Report on Form 11-K for the Employee Savings Plan of
CSC Credit Services, Inc. for the fiscal year ended
September 30, 1996 (f)
99.4 Annual Report on Form 11-K for the CUTW Hourly Savings Plan
of CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1995 (k)
99.5 Annual Report on Form 11-K for the Employee Savings Plan of
CSC Credit Services, Inc. for the period ended
December 2, 1996
</TABLE>
Notes to Exhibit Index:
*Management contract or compensatory plan or agreement
(a)-(f) These exhibits are incorporated herein by reference to the
Company's Annual Report on Form 10-K, as amended, for the fiscal
years ended on the respective dates indicated below:
(a) March 30, 1984 (d) April 3, 1992
(b) April 1, 1988 (e) March 31, 1995
(c) March 31, 1989 (f) March 29, 1996
(g) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 filed on August 15, 1990.
(h) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated November 4, 1991.
(i) Incorporated herein by reference to the Registrant's Proxy
Statement for its August 10, 1992 Annual Meeting of Stockholders.
(j) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on November 13, 1995.
(k) Incorporated herein by reference to the Annual Report on Form 11-K
for the CSC Outsourcing, Inc. CUTW Hourly Savings Plan filed on
February 6, 1996.
(l) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated April 28, 1996.
(m) Incorporated herein by reference to the Registrant's Proxy
Statement for its July 31, 1996 Annual Meeting of Stockholders.
(n) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on August 12, 1996.
(o) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated August 1, 1996.
(p) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on November 12, 1996.
(q) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on February 10, 1997.
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in Registration Statement
No. 333-00761 on Form S-8 of Computer Sciences Corporation of our report dated
April 25, 1997 appearing in this Annual Report on Form 11-K of CSC Credit
Services, Inc. Employee Savings Plan as of December 2, 1996 and for the period
from October 1, 1996 through December 2, 1996.
Deloitte & Touche LLP
Houston, Texas
June 3, 1997
<PAGE>
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 2, 1996
OR
[ ] 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 the plan and the address of the plan, if different from
that of the issuer named below:
CSC Credit Services, Inc. Employee 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
<PAGE>
CSC Credit Services, Inc.
Employee Savings Plan
Financial Statements As of December 2, 1996 and
for the Period from October 1, 1996 Through
December 2, 1996 and for the Year Ended
September 30, 1996, Supplemental Schedules As
of and for the Period Ended December 2, 1996 and
Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Committee of CSC Credit Services, Inc.
Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of CSC Credit Services, Inc. Employee Savings Plan (the "Plan") as of
December 2, 1996 and September 30, 1996, and the related statements of changes
in net assets available for benefits for the period from October 1, 1996
through December 2, 1996 and for the year ended September 30, 1996. 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, in all material
respects, the net assets available for benefits of the Plan as of December 2,
1996 and September 30, 1996, and the changes in net assets available for
benefits for the period from October 1, 1996 through December 2, 1996 and for
the year ended September 30, 1996 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 of (1)
assets held for investment as of December 2, 1996 and (2) reportable
transactions for the period from October 1, 1996 through December 2, 1996 are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
fund information in the statements of changes in net assets available for
benefits for the period from October 1, 1996 through December 2, 1996 and for
the year ended September 30, 1996, included in Note 9 to the accompanying
financial statements, is presented for purposes of additional analysis rather
than to present the changes in net assets available for plan benefits of the
individual funds. The supplemental schedules and fund information 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 when considered in relation to the basic financial statements taken
as a whole.
Deloitte & Touche LLP
Houston, Texas
April 25, 1997
<PAGE>
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 2, 1996 AND SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
December 2, September 30,
ASSETS 1996 1996
(Note 1)
<S> <C> <C>
INVESTMENTS, At fair values (Note 1):
Trustee Short-Term Cash Management Fund $ $ 410,798
Brinson Trust Company U.S.
- Cash Management Fund 57,108
Computer Sciences Corporation
- common stock (48,882 shares) 3,757,804
Vanguard Group - Short-Term Bond Fund
(111,659 shares) 1,193,637
Vanguard Group - Windsor Fund
Incorporated II (283,243 shares) 6,596,726
Brinson Trust Company U.S. (7,430 units) 1,102,057
Fixed-income contracts:
General American Life Insurance Company 1,117,193
Hartford Life Insurance Company 1,115,930
Protective Life Insurance Company 434,465
Provident National Assurance Company 906,258
Prudential Insurance Company of America 726,870
RECEIVABLES:
Contributions 141,984
Interest 82,819
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ - $17,643,649
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM OCTOBER 1, 1996 THROUGH DECEMBER 2, 1996 AND
FOR THE YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
December 2, September 30,
1996 1996
(Note 1)
<S> <C> <C>
INVESTMENT INCOME:
Net appreciation in fair value of
investments $ 884,492 $ 1,396,851
Interest and dividends 79,374 799,014
----------- -----------
Total 963,866 2,195,865
----------- -----------
CONTRIBUTIONS:
Employer 78,531 577,934
Employee 187,180 1,608,000
----------- -----------
Total 265,711 2,185,934
----------- -----------
Total additions 1,229,577 4,381,799
BENEFITS PAID TO PARTICIPANTS (400) (1,834,927)
TRANSFERRED TO COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN (18,872,826)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS AVAILABLE
FOR BENEFITS (17,643,649) 2,546,872
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 17,643,649 15,096,777
----------- -----------
End of period $ - $17,643,649
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the CSC Credit Services, Inc. Employee Savings
Plan (the "Plan") provides only general information. Participants should refer
to the plan documents for a more complete description of the Plan's
provisions.
Under the provisions of the plan document, CSC Credit Services, Inc. (the
"Company") reserved the right to discontinue its contributions and terminate
the Plan in whole or in part at any time subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). During 1996, the
Board of Directors of the Company unanimously approved the termination and
merger of the Plan, in its entirety, effective November 30, 1996. All
participants became 100% vested in their accounts, and all assets of the Plan
were transferred into the Computer Sciences Corporation Matched Asset Plan
(the "CSC MAP") on December 2, 1996. The Plan filed and received a favorable
letter of determination from the Internal Revenue Service (the "IRS") on
November 30, 1996 affirming that the termination and merger of the Plan will
not adversely affect the qualified status of the trust created for the Plan.
The Plan was a defined contribution savings plan for employees of the Company.
Employees were eligible to participate after completing an employment year
consisting of at least 1,000 hours of service. The Plan and its subsequent
amendments were subject to provisions of ERISA and were considered "cash or
deferred arrangements" under Section 401(k) of the Internal Revenue Code of
1986. The general administration and operation of the Plan were vested in the
plan committee (the "Committee"). The trustee of the Plan was Texas Commerce
Trust Company N.A. (the "Trustee"), formerly Ameritrust Texas N.A.
Employee contributions were invested at each employee's discretion in the
General Equity Fund, Fixed Income Fund, Common Stock Fund or Balanced
Investment Fund on a percentage allocation basis in any increment of 25%. The
General Equity Fund was invested and reinvested in a pooled investment fund
which, in turn, was invested in equity investments. The Fixed Income Fund was
invested and reinvested in annuities or other contracts with insurance
companies, a short-term bond fund and short-term cash investments. The
Company Stock Fund was invested and reinvested in Computer Sciences
Corporation common stock. The Balanced Investment Fund was invested and
reinvested in an actively managed diversified portfolio of U.S. equities,
bonds and cash equivalents.
Contributions - Participants contributed from 2% to 15% of their compensation
(not to exceed $9,500 for calendar year 1996). Employer contributions equaled
50% of the first 6% of a participant's contribution, not to exceed 3% of the
participant's plan compensation.
Participant Accounts - Each participant's account was credited with the
participant's contributions, the Company's matching contributions and
earnings. Allocations were based primarily on account balances at certain
specified dates as provided under the terms of the Plan.
<PAGE>
Vesting - Upon normal retirement, death or disability, a participant was
entitled to the entire balance of his or her account. If a participant's
employment was terminated for any other reason, such participant was entitled
to the total of his or her employee contributions plus a vested percentage of
the Company's matching contribution. Participants vested in Company
contributions as follows:
<TABLE>
<CAPTION>
Vesting Service Vesting Percent
<S> <C> <C>
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
</TABLE>
As a result of the termination of the Plan referred to above, each participant
of the Plan became 100% vested in the balance of his or her account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Basis - The financial statements are prepared using the accrual
basis of accounting in accordance with generally accepted accounting
principles.
Investments - Investments are presented in the financial statements at their
fair values 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. Purchases and sales of investments are
recorded on the trade-date basis (see Note 7).
Benefit Payments - Benefit payments were recorded when paid.
Administrative Expenses - Administrative expenses were paid by the Company.
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 net appreciation in fair value of
investments and contributions during the reporting period. Actual results
could differ from these estimates.
3. CONTRIBUTIONS
Included in employee contributions for September 30, 1996 was $49,724 in lump
sum distributions to employees rolled over from other employee benefit plans.
No rollovers occurred during the period from October 1, 1996 through December
2, 1996.
<PAGE>
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 as of September 30, 1996:
<TABLE>
<CAPTION>
September 30,
1996
<S> <C>
Net assets available for benefits per the financial statements $17,643,649
Amounts allocated to withdrawing participants (1,000,658)
-----------
Net assets available for benefits per the Form 5500 $16,642,991
===========
</TABLE>
There were no net assets available for benefits to be reported on Form 5500 as
of December 2, 1996.
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Period Ended
December 2, 1996
<S> <C>
Benefits paid to participants per the financial statements $ 400
Add: Amounts allocated to withdrawing participants at
December 2, 1996 transferred into CSC MAP 1,000,258
Less: Amounts allocated to withdrawing participants at
September 30, 1996 (1,000,658)
-----------
Benefits paid to participants per the Form 5500 $ -
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment but not
yet paid. The amount allocated to withdrawing participants was transferred
into CSC MAP; thus there were no benefit claims to be reported on Form 5500 as
of December 2, 1996.
5. FEDERAL INCOME TAXES
On May 10, 1996, the Plan obtained from the IRS its latest tax determination
letter which stated that the Plan, as then designed, was in compliance with
the applicable requirements of the Internal Revenue Code; CSC believes that
the Plan remained in compliance through December 2, 1996, the date at which
plan assets were transferred and merged into the CSC MAP. It is therefore
believed that the Plan was qualified and considered tax-exempt as of the
financial statement date (see Note 1).
6. FORFEITURES
Upon termination of employment, the nonvested portion of a participant's
employer contribution account was forfeited and held in suspense. If a
participant resumes service under the Plan, he or she may, under certain
circumstances, have the forfeited suspense account reinstated (including gains
or losses). If the terminated employee was not re-employed before completion
of five consecutive one-year breaks in service, his or her forfeited suspense
account became available for allocation. The Company reserved the right to
use the forfeited balance to reduce future contributions by the employer.
<PAGE>
7. GUARANTEED INCOME CONTRACTS
The Plan invested in guaranteed income contracts with various reputable
insurance companies which were held by the Trustee as custodian for the Fixed
Income Fund. Each account was credited monthly with the interest income
earned accruing at a fixed-contract rate determined at origination of each
contract. The contracts are included in the financial statements at September
30, 1996 and are recorded at values reported to the Plan by the Trustee.
During 1996, the Plan adopted the provisions of Statement of Position ("SOP")
94-4, "Reporting of Investment Contracts Held by Health and Welfare Plans and
Defined Contribution Pension Plans." The contracts held by the Fixed Income
Fund were deemed to be benefit-responsive. At September 30, 1996, the
guaranteed income contracts were reported at contract value on the statement
of net assets available for benefits, which approximates fair value. The
average yield and interest rates for each guaranteed income contract as of and
for the year ended September 30, 1996 and the period from October 1, 1996
through December 2, 1996 were as follows:
<TABLE>
<CAPTION>
Contract Yield (%) Interest Rate (%)
<S> <C> <C>
General American Life Insurance Company 8.41 8.41
Hartford Life Insurance Company 8.41 8.41
Protective Life Insurance Company 7.98 7.98
Provident National Assurance Company 7.92 7.92
Prudential Insurance Company of America 6.31 6.31
</TABLE>
8. RELATED-PARTY TRANSACTIONS
During the period from October 1, 1996 through December 2, 1996 and for the
year ended September 30, 1996, the Plan purchased and sold shares of Computer
Sciences Corporation common stock and units of short-term cash management
funds managed by the Trustee as temporary investments, as shown below:
<TABLE>
<CAPTION>
December 2, 1996 September 30, 1996
--------------------- ----------------------
Purchases Sales Purchases Sales
<S> <C> <C> <C> <C>
Computer Sciences Corporation:
Shares 3,065 8,032 6,242
Dollars $ 226,403 $ $ 576,725 $ 391,696
=========== ======== ========== ==========
Trustee - Short-Term Cash
Management Fund $11,299,544 $304,671 $3,708,481 $3,345,420
=========== ======== ========== ==========
</TABLE>
<PAGE>
9. SUPPLEMENTAL SCHEDULE OF FUND INFORMATION
The Plan consists of four 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 period from October 1, 1996 through December 2, 1996
and for the year ended September 30, 1996 are as follows:
<TABLE>
<CAPTION>
Period from October 1, 1996 Through December 2, 1996
----------------------------------------------------------
Fixed General Common Balanced
Combined Income Equity Stock Investment
Funds Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation
in fair value
of investments $ 884,492 $ 33,472 $ 674,841 $ 100,125 $ 76,054
Interest and
dividends 79,374 62,197 3,704 13,284 189
----------- ---------- ---------- ---------- ----------
Total 963,866 95,669 678,545 113,409 76,243
----------- ---------- ---------- ---------- ----------
Contributions:
Employer 78,531 13,765 31,738 24,260 8,768
Employee 187,180 39,093 86,917 38,402 22,768
----------- ---------- ---------- ---------- ----------
Total 265,711 52,858 118,655 62,662 31,536
----------- ---------- ---------- ---------- ----------
Total additions 1,229,577 148,527 797,200 176,071 107,779
----------- ---------- ---------- ---------- ----------
Benefits paid to
participants (400) (400)
Interfund transfers,
net (66,964) 75,758 (23,623) 14,829
----------- ---------- ---------- ---------- ----------
Transferred to
Computer Sciences
Corporation
Matched Asset Plan (18,872,826)(5,948,488)(7,527,164)(4,089,878)(1,307,296)
Decrease in net
assets available
for benefits (17,643,649)(5,867,325)(6,654,206)(3,937,430)(1,184,688)
Net assets available
for benefits:
Beginning of year 17,643,649 5,867,325 6,654,206 3,937,430 1,184,688
----------- ---------- ---------- ---------- ----------
End of year $ - $ - $ - $ - $ -
=========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended September 30, 1996
----------------------------------------------------------
Fixed General Common Balanced
Combined Income Equity Stock Investment
Funds Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation
in fair value
of investments $ 1,396,851 $ 1,926 $ 754,405 $ 476,634 $ 163,886
Interest and
dividends 799,014 473,646 321,259 2,213 1,896
----------- ---------- ---------- ---------- ----------
Total 2,195,865 475,572 1,075,664 478,847 165,782
----------- ---------- ---------- ---------- ----------
Contributions:
Employer 577,934 124,336 198,300 177,256 78,042
Employee 1,608,000 313,674 565,714 506,581 222,031
----------- ---------- ---------- ---------- ----------
Total 2,185,934 438,010 764,014 683,837 300,073
----------- ---------- ---------- ---------- ----------
Total additions 4,381,799 913,582 1,839,678 1,162,684 465,855
----------- ---------- ---------- ---------- ----------
Benefits paid to
participants (1,834,927) (676,970) (615,371) (485,564) (57,022)
Interfund transfers,
net (382,275) 358,385 202,540 (178,650)
----------- ---------- ---------- ---------- ----------
Increase (decrease)
in net assets
available for
benefits 2,546,872 (145,663) 1,582,692 879,660 230,183
Net assets available
for benefits:
Beginning of year 15,096,777 6,012,988 5,071,514 3,057,770 954,505
----------- ---------- ---------- ---------- ----------
End of year $17,643,649 $5,867,325 $6,654,206 $3,937,430 $1,184,688
=========== ========== ========== ========== ==========
******
</TABLE>
<PAGE>
Item 27a - Schedule of Assets Held for Investment
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 2, 1996
<TABLE>
<CAPTION>
Current
Description of Investment Cost Value
<S> <C> <C> <C>
None
</TABLE>
<PAGE>
Item 27d - Schedule of Reportable Transactions
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM OCTOBER 1, 1996 THROUGH DECEMBER 2, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Current
Description Number No. Value on Net
of of Purchase of Selling Cost of Transaction Gain
Investment Purchases Price Sales Price Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Single
Transactions
- ------------
General
American
Life
Insurance
Contract
#GA-998370 1 $1,117 $ 1,117 $ 1,117
Hartford
Life
Insurance
Company
Contract
#GA-9146 1 1,116 1,116 1,116
Vanguard
Group -
Windsor II 1 7,403 4,914 7,403 $2,490
Vanguard
Group -
Short-Term
Bond Fund 1 $ 2,503 2,503 2,503
Vanguard
Group -
Short-Term
Bond Fund 1 3,781 3,751 3,781 30
Series of
Transactions
- ------------
*Texas
Commerce
Trust
Company
N.A. -
Short-Term
Cash
Management
Fund 5 11,300 11,300 11,300
*Related party, party-in-interest
<PAGE>
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 CREDIT SERVICES, INC.
EMPLOYEE SAVINGS PLAN
Date: June 3, 1997 By:/s/ Leon J. Level
-----------------------------
Leon J. Level
Chairman,
Computer Sciences Corporation
Retirement Plans Committee
</TABLE>
