SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 10-K/A
Amendment No. 2 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 99.3 -- the Annual Report on Form 11-K of the
CSC Credit Services, Inc. Employee Savings Plan.
<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>
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. (q)
3.1 Restated Articles of Incorporation (d)
3.2 Amendment to Restated Articles of Incorporation (m)
3.3 By-Laws, dated and effective January 31, 1993 (h)
10.1 Annual Management Incentive Plan* (a)
10.2 1978 Stock Option Plan* (h)
10.3 Amendment Nos. 1 and 2 to the 1978 Stock Option Plan* (h)
10.4 Amendment No. 3 to the 1978 Stock Option Plan* (c)
10.5 1980 Stock Option Plan* (h)
10.6 Amendment Nos. 1, 2, 3 and 4 to the 1980 Stock Option Plan* (b)
10.7 Amendment No. 5 to the 1980 Stock Option Plan* (c)
10.8 1984 Stock Option Plan* (j)
10.9 Amendment No. 1 to the 1984 Stock Option Plan* (b)
10.10 Amendment No. 2 to the 1984 Stock Option Plan* (c)
10.11 1987 Stock Incentive Plan* (c)
10.12 Schedule to the 1987 Stock Incentive Plan for United Kingdom
personnel* (c)
10.13 1990 Stock Incentive Plan* (k)
10.14 1992 Stock Incentive Plan* (m)
10.15 Amendment No. 1 to the 1992 Stock Incentive Plan* (h)
10.16 1995 Stock Incentive Plan* (o)
10.17 Deferred Compensation Plan, amended and restated effective
February 9, 1996* (i)
10.18 Restated Supplemental Executive Retirement Plan, effective
August 14, 1995* (o)
10.19 Form of Indemnification Agreement for Directors (e)
10.20 Form of Indemnification Agreement for Officers (h)
10.21 Information Technology Services Agreements with General
Dynamics Corporation, dated as of November 4, 1991 (l)
10.22 $100 million Credit Agreement dated as of September 15, 1994 (h)
10.23 $150 million Credit Agreement dated as of September 15, 1994 (h)
10.24 $350 million Credit Agreement dated as of September 6, 1995 (o)
10.25 $100 million Credit Agreement dated as of January 3, 1995 (h)
10.26 Amended and Restated Rights Agreement, effective
October 30, 1995 (o)
11 Calculation of Primary and Fully Diluted Earnings Per Share (i)
21 Significant Active Subsidiaries and Affiliates of the
Registrant (i)
23 Independent Auditors' Consent
27 Article 5 Financial Data Schedule (i)
99.1 Annual Report on Form 11-K for the Matched Asset Plan of
Computer Sciences Corporation for the fiscal year ended
December 31, 1995 (i)
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of
CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1995 (i)
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
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 (i)
99.5 Annual Report on Form 11-K for the Employee Savings Plan of
CSC Credit Services, Inc. for the period ended
November 30, 1996 (to be filed at a later date)
<FN>
*Management contract or compensatory plan or agreement
</TABLE>
<PAGE>
Notes to Exhibit Index:
(a)-(i) These exhibits are incorporated herein by reference to the Company's
Form 10-K, Commission File No. 1-4850, as amended to the date
hereof, for the fiscal year ended on the date indicated below:
(a) March 30, 1984 (e) April 3, 1992
(b) April 3, 1987 (f) April 2, 1993
(c) April 1, 1988 (g) April 1, 1994
(d) March 31, 1989 (h) March 31, 1995
(i) March 29, 1996
(j) Incorporated herein by reference to the Company's Form S-8 filed on
August 17, 1984.
(k) Incorporated herein by reference to the Company's Form S-8 filed on
August 15, 1990.
(l) Incorporated herein by reference to the Company's Form S-8 filed on
November 4, 1991.
(m) Incorporated herein by reference to the Company's Proxy Statement
for its August 10, 1992 Annual Meeting of Stockholders.
(n) Incorporated herein by reference to the Company's Form S-8 filed on
August 12, 1992
(o) Incorporated herein by reference to the Company's Form S-8 filed on
November 13, 1995
(p) Incorporated herein by reference to the Form 11-K filed on
February 6, 1996
(q) Incorporated herein by reference to the Company's Form S-8 filed on
May 2, 1996
<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: March 20, 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. (q)
3.1 Restated Articles of Incorporation (d)
3.2 Amendment to Restated Articles of Incorporation (m)
3.3 By-Laws, dated and effective January 31, 1993 (h)
10.1 Annual Management Incentive Plan* (a)
10.2 1978 Stock Option Plan* (h)
10.3 Amendment Nos. 1 and 2 to the 1978 Stock Option Plan* (h)
10.4 Amendment No. 3 to the 1978 Stock Option Plan* (c)
10.5 1980 Stock Option Plan* (h)
10.6 Amendment Nos. 1, 2, 3 and 4 to the 1980 Stock Option Plan* (b)
10.7 Amendment No. 5 to the 1980 Stock Option Plan* (c)
10.8 1984 Stock Option Plan* (j)
10.9 Amendment No. 1 to the 1984 Stock Option Plan* (b)
10.10 Amendment No. 2 to the 1984 Stock Option Plan* (c)
10.11 1987 Stock Incentive Plan* (c)
10.12 Schedule to the 1987 Stock Incentive Plan for United Kingdom
personnel* (c)
10.13 1990 Stock Incentive Plan* (k)
10.14 1992 Stock Incentive Plan* (m)
10.15 Amendment No. 1 to the 1992 Stock Incentive Plan* (h)
10.16 1995 Stock Incentive Plan* (o)
10.17 Deferred Compensation Plan, amended and restated effective
February 9, 1996* (i)
10.18 Restated Supplemental Executive Retirement Plan, effective
August 14, 1995* (o)
10.19 Form of Indemnification Agreement for Directors (e)
10.20 Form of Indemnification Agreement for Officers (h)
10.21 Information Technology Services Agreements with General
Dynamics Corporation, dated as of November 4, 1991 (l)
10.22 $100 million Credit Agreement dated as of September 15, 1994 (h)
10.23 $150 million Credit Agreement dated as of September 15, 1994 (h)
10.24 $350 million Credit Agreement dated as of September 6, 1995 (o)
10.25 $100 million Credit Agreement dated as of January 3, 1995 (h)
10.26 Amended and Restated Rights Agreement, effective
October 30, 1995 (o)
11 Calculation of Primary and Fully Diluted Earnings Per Share (i)
21 Significant Active Subsidiaries and Affiliates of the
Registrant (i)
23 Independent Auditors' Consent
27 Article 5 Financial Data Schedule (i)
99.1 Annual Report on Form 11-K for the Matched Asset Plan of
Computer Sciences Corporation for the fiscal year ended
December 31, 1995 (i)
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of
CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1995 (i)
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
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 (i)
99.5 Annual Report on Form 11-K for the Employee Savings Plan of
CSC Credit Services, Inc. for the period ended
November 30, 1996 (to be filed at a later date)
<FN>
*Management contract or compensatory plan or agreement
</TABLE>
<PAGE>
Notes to Exhibit Index:
(a)-(i) These exhibits are incorporated herein by reference to the Company's
Form 10-K, Commission File No. 1-4850, as amended to the date
hereof, for the fiscal year ended on the date indicated below:
(a) March 30, 1984 (e) April 3, 1992
(b) April 3, 1987 (f) April 2, 1993
(c) April 1, 1988 (g) April 1, 1994
(d) March 31, 1989 (h) March 31, 1995
(i) March 29, 1996
(j) Incorporated herein by reference to the Company's Form S-8 filed on
August 17, 1984.
(k) Incorporated herein by reference to the Company's Form S-8 filed on
August 15, 1990.
(l) Incorporated herein by reference to the Company's Form S-8 filed on
November 4, 1991.
(m) Incorporated herein by reference to the Company's Proxy Statement
for its August 10, 1992 Annual Meeting of Stockholders.
(n) Incorporated herein by reference to the Company's Form S-8 filed on
August 12, 1992
(o) Incorporated herein by reference to the Company's Form S-8 filed on
November 13, 1995
(p) Incorporated herein by reference to the Form 11-K filed on
February 6, 1996
(q) Incorporated herein by reference to the Company's Form S-8 filed on
May 2, 1996
<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: September 30, 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 and Supplemental Schedules
for the Years Ended September 30, 1996 and 1995
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
September 30, 1996 and 1995, 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, in all material
respects, the net assets available for benefits of the Plan as of September
30, 1996 and 1995, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment as of September 30, 1996 and (2) reportable
transactions for the year ended September 30, 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 statement of changes in net assets available for benefits as of September
30, 1996 and 1995, included in Note 10 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
December 20, 1996
<PAGE>
<TABLE>
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
SEPTEMBER 30, 1996 AND 1995
<CAPTION>
ASSETS 1996 1995
<S> <C> <C>
INVESTMENTS, at fair values:
Trustee Short-Term Cash Management Fund $ 410,798 $ 47,737
Brinson Trust Company U.S.-Cash Management Fund 57,108 77
Computer Sciences Corporation - common stock
(48,882 and 47,092 shares, respectively) 3,757,804 3,031,548
Vanguard Group - Short-Term Bond Fund
(111,659 and 44,003 shares, respectively) 1,193,637 473,470
Vanguard Group - Windsor Fund Incorporated II
(283,243 and 243,898 shares, respectively) 6,596,726 4,997,471
Brinson Trust Company U.S.
(7,430 and 5,998 units, respectively) 1,102,057 920,580
Fixed-income contracts:
Aurora National Life Assurance Company 239,917
General American Life Insurance Company 1,117,193 1,030,525
Hartford Life Insurance Company 1,115,930 1,029,361
Protective Life Insurance Company 434,465 804,642
Provident National Assurance Company 906,258 1,679,121
Prudential Insurance Company of America 726,870 687,289
RECEIVABLES:
Contributions 141,984 119,340
Interest 82,819 35,699
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $17,643,649 $15,096,777
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND 1995
<CAPTION>
1996 1995
<S> <C> <C>
INVESTMENT INCOME:
Net appreciation in fair value of investments $ 1,396,851 $ 1,939,691
Interest and dividends 799,014 668,871
----------- -----------
Total 2,195,865 2,608,562
----------- -----------
CONTRIBUTIONS:
Employer 577,934 461,021
Employee 1,608,000 1,432,790
----------- -----------
Total 2,185,934 1,893,811
----------- -----------
Total additions 4,381,799 4,502,373
BENEFITS PAID TO PARTICIPANTS (1,834,927) (1,590,576)
----------- -----------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 2,546,872 2,911,797
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 15,096,777 12,184,980
----------- -----------
End of year $17,643,649 $15,096,777
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND 1995
1. DESCRIPTION OF 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") reserves the right to discontinue its contributions and terminate
the plan in whole or in part at any time subject to the provisions of 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"). The Plan filed and subsequently received a
favorable letter of determination from the IRS on November 30, 1996 affirming
that the termination and merger of the Plan will not adversely effect the
qualified status of the Trust created for the Plan.
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 is a defined contribution savings plan for employees of 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 ("ERISA")
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, Common Stock Fund or Balanced
Investment Fund on a percentage allocation basis in any increment of 25%. The
General Equity Fund is invested and reinvested in a pooled investment fund
which, in turn, is invested in equity investments. The Fixed Income Fund is
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 is invested and reinvested in Computer Sciences Corporation
common stock. The Balanced Investment Fund is invested and reinvested in an
actively managed diversified portfolio of U.S. equities, bonds and cash
equivalents.
Contributions - Participants may contribute from 2% to 15% of their
compensation (not to exceed $9,500 and $9,240 for calendar years 1996 and
1995, respectively). Employer contributions equal 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 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.
<PAGE>
Vesting - Upon normal retirement, death or disability, a participant is
entitled to the entire balance of his or her account. If a participant's
employment is terminated for any other reason, such participant is entitled to
the total of his or her employee contributions plus a vested percentage of the
Company's matching contribution. Participants vest in Company contributions
as follows:
<TABLE>
<CAPTION>
Vesting Service Vesting Percent
<S> <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>
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 are recorded when paid.
Administrative Expenses - Administrative expenses are 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 those estimates.
3. CONTRIBUTIONS
Included in employee contributions for 1996 and 1995 are $49,724 and $993,
respectively, of lump-sum distributions to employees rolled over from other
employee benefit plans.
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:
<TABLE>
<CAPTION>
September 30,
--------------------------
1996 1995
<S> <C> <C>
Net assets available for benefits per the
financial statements $17,643,649 $15,096,777
Amounts allocated to withdrawing participants (1,000,658) (617,959)
----------- -----------
Net assets available for benefits per the
Form 5500 $16,642,991 $14,478,818
=========== ===========
</TABLE>
<PAGE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
September 30, 1996
<S> <C>
Benefits paid to participants per the financial
statements $1,834,927
Add: Amounts allocated to withdrawing participants at
September 30, 1996 1,000,658
Less: Amounts allocated to withdrawing participants at
September 30, 1995 (617,959)
---------
Benefits paid to participants per the Form 5500 $2,217,626
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
September 30 but not yet paid as of that date.
5. FEDERAL INCOME TAXES
The Plan obtained its latest tax determination letter on May 10, 1996, from
the Internal Revenue Service ("IRS") stating that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. 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 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 is not re-employed before completion of five
consecutive one-year breaks in service, his or her forfeited suspense account
shall become available for allocation. The Company reserves the right to use
the forfeited balance to reduce future contributions by the employer.
Accumulated forfeitures amounted to $97,285 and $34,033 for the years ended
September 30, 1996 and 1995, respectively. During 1996 and 1995, the Company
elected to utilize $356 and $12,991, respectively, of accumulated forfeitures
to reduce employer contributions to the Plan.
7. GUARANTEED INCOME CONTRACTS
The Plan invests in guaranteed income contracts with various reputable
insurance companies which are held by the Trustee as custodian for the Fixed
Income Fund. Each account is 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 1995 and are recorded at values reported to the Plan by the Trustee.
During 1996, the Plan adopted the provisions of Statement of Position 94-4,
"Reporting of Investment Contracts Held by Health and Welfare Plans and
Defined Contribution Pension Plans" ("SOP 94-4"). The contracts held by the
Fixed Income Fund are deemed to be benefit responsive. As such, at September
30, 1996 the guaranteed income contracts are reported at contract value on the
statement of net assets available for benefits, which approximates fair value.
<PAGE>
The average yield and interest rates for each guaranteed income contract as of
and for the period ended September 30, 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 years ended September 30, 1996 and 1995, 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>
1996 1995
------------------------ -----------------------
Purchases Sales Purchases Sales
<S> <C> <C> <C> <C>
Computer Sciences
Corporation:
Shares 8,032 6,242 9,596 2,476
Dollars $ 576,725 $ 391,696 $ 506,700 $ 131,244
========== ========== ========== ==========
Trustee - Short-Term
Cash Management Fund $3,708,481 $3,345,420 $3,332,206 $3,948,967
========== ========== ========== ==========
</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 years ended September 30, 1996 and 1995 are as
follows:
<TABLE>
<CAPTION>
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>
<TABLE>
<CAPTION>
1995
-----------------------------------------------------------
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 $ 1,939,691 $ 12,561 $ 887,871 $ 916,373 $122,886
Interest and
dividends 668,871 422,663 242,524 1,821 1,863
----------- ---------- ---------- ---------- --------
Total 2,608,562 435,224 1,130,395 918,194 124,749
----------- ---------- ---------- ---------- --------
Contributions:
Employer 461,021 139,687 157,866 111,199 52,269
Employee 1,432,790 384,894 499,740 371,311 176,845
----------- ---------- ---------- ---------- --------
Total 1,893,811 524,581 657,606 482,510 229,114
----------- ---------- ---------- ---------- --------
Total additions 4,502,373 959,805 1,788,001 1,400,704 353,863
----------- ---------- ---------- ---------- --------
Benefits paid to
participants (1,590,576) (594,890) (740,670) (225,510) (29,506)
Interfund
transfers, net - (273,510) (152,064) 123,314 302,260
----------- ---------- ---------- ---------- --------
Increase in net
assets available
for benefits 2,911,797 91,405 895,267 1,298,508 626,617
Net assets
available for
benefits:
Beginning of
year 12,184,980 5,921,583 4,176,247 1,759,262 327,888
----------- ---------- ---------- ---------- --------
End of year $15,096,777 $6,012,988 $5,071,514 $3,057,770 $954,505
</TABLE>
<PAGE>
Item 27a - Schedule of Assets Held for Investment
<TABLE>
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT,
SEPTEMBER 30, 1996
<CAPTION>
Current
Description of Investment Cost Value
<S> <C> <C>
*Computer Science Corporation - common stock
(48,882 shares) $2,002,244 $3,757,804
Vanguard Group - Short-Term Bond Fund
(111,659 shares) 1,196,761 1,193,637
Vanguard Group - Windsor Fund Incorporated II
(283,243 shares) 4,782,058 6,596,726
Brinson Trust Company US (7,430 units) 965,039 1,102,057
Brinson Trust Company US-Cash Management Fund 57,108 57,108
General American Life Insurance Company -
8.41% fixed income contract due 9/30/96 1,117,193 1,117,193
Hartford Life Insurance Company - 8.41%
fixed income contract due 9/30/96 1,115,930 1,115,930
Protective Life Insurance Company - 7.98%
fixed income contract due 3/31/97 434,465 434,465
Provident National Assurance Company - 7.92%
fixed income contract due 3/31/97 906,258 906,258
Prudential Insurance Company of America -
6.31% fixed income contract due 9/30/98 726,870 726,870
*Texas Commerce Trust Company N.A. -
Short-Term Cash Management Fund 410,798 410,798
<FN>
*Related party, party in interest.
</TABLE>
<PAGE>
Item 27d - Schedule of Reportable Transactions
<TABLE>
CSC CREDIT SERVICES, INC. EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1996
<CAPTION>
Current
Number Number Value on Net
Description of Purchase of Selling Cost of Transaction Gain or
of Investment Purchases Price Sales Price Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Single
Transactions
- -------------
Vanguard Group
- Short-Term
Bond Fund 1 $1,284,818 $1,284,818
Brinson Trust
Co. U.S.
Mutual Fund 1 $ 938,985 803,132$ 938,985$135,853
Provident
National
Contract
#GC-027-05087 1 877,655 877,655 877,655
Series of
Transactions
- -------------
*Texas
Commerce
Trust Company
N.A. - Short-
Term Cash
Management
Fund 100 3,708,481 3,708,481
81 3,345,420 3,345,420 3,345,420
Vanguard Group
- Short-Term
Bond Fund 1 1,284,818 1,284,818
10 891,755 892,549 891,755 (794)
Vanguard Group
- Windsor II 17 953,928 953,928
Brinson Trust
Co. U.S.
Mutual Fund 1 938,985 803,132 938,985 135,853
Provident
National
Contract
#GC-027-05087 1 877,655 877,655 877,655
<FN>
*Related party, party in interest.
</TABLE>
<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: March 20, 1997 By:/s/ Leon J. Level
-----------------------------
Leon J. Level
Chairman,
Computer Sciences Corporation
Retirement Plans Committee
<PAGE>
EXHIBIT INDEX
23 Independent Auditors' Consent
<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
December 20, 1996 appearing in this Annual Report on Form 11-K of CSC Credit
Services, Inc. Employee Savings Plan for the year ended September 30, 1996.
DELOITTE & TOUCHE LLP
Houston, Texas
March 14, 1997
