<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
________________________
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
for the Fiscal Year Ended December 31, 1994
Commission File Number 0-20252
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
(Full title of the Plan)
Delaware 41-1718075
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
CONTROL DATA SYSTEMS, INC.
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
(Name and address of principal executive
office of the issuer of the securities held
pursuant to the Plan)
<PAGE>
(KPMG Peat Marwick LLP Letterhead)
Independent Auditors' Report
The Board of Directors and the Retirement Committee
Control Data Systems, Inc.:
We have audited the accompanying statements of net assets available
for plan benefits of the Control Data Systems, Inc. Personal
Investment Plan (the "Plan") as of December 31, 1994 and 1993 and the
related statements of changes in net assets available for plan
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, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1994 and 1993, and the
changes in net assets available for plan benefits for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974
and are not a required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 19, 1995
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Index to Financial Statements and Schedules
Page
-----
Financial Statements:
Statement of Net Assets Available for Plan Benefits -
December 31, 1994 1
Statement of Net Assets Available for Plan Benefits -
December 31, 1993 2
Statement of Changes in Net Assets Available for Plan
Benefits - Year Ended December 31, 1994 3
Statement of Changes in Net Assets Available for Plan Benefits -
Year Ended December 31, 1993 4
Notes to Financial Statements for December 31, 1994 and 1993 5
Supplemental Schedules:
Schedule 1 - Item 27a - Schedule of Assets Held for Investment
Purposes - December 31, 1994 10
Schedule 2 - Item 27d - Schedule of Reportable Transactions - Year
Ended December 31, 1994 11
Signature 12
Exhibit 24 - Consent of Independent Auditors 13
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Fund Fund Fund Fund Fund Fund Fund Total
------------ -------- ------- ------- ------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments
Control Data Systems
Common Stock $ 302 $ - $ - $ - $ - $ - $ - $ 302
(Cost $401)
Ceridian Corporation
Common Stock - 1,086 - - - - - 1,086
(Cost $768)
T. Rowe Price
New Horizons Fund - - 5,885 - - - - 5,885
(Cost $6,343)
T. Rowe Price
International Stock Fund - - 2,601 - - - - 2,601
(Cost $2,805)
T. Rowe Price
Capital Appreciation Fund - - 1,011 - - - - 1,011
(Cost $1,062)
T. Rowe Price
Prime Reserve Fund - - - 6,203 - - - 6,203
(Cost $6,203)
T. Rowe Price
New Income Fund - - - - 3,927 - - 3,927
(Cost $4,274)
T. Rowe Price
Equity Income Fund - - - - - 11,033 - 11,033
(Cost $11,464)
T. Rowe Price
Balanced Fund - - - - - 728 - 728
(Cost $774)
Loans Receivable
from Participants - - - - - - 1,164 1,164
(Cost $1,164)
------------ ------- ------- ------- ------- --------- ------- --------
Net Assets of Plan
Participants $ 302 $ 1,086 $ 9,497 $ 6,203 $ 3,927 $ 11,761 $ 1,164 $ 33,940
============ ======= ======= ======= ======= ========= ======= ========
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Fund Fund Fund Fund Fund Fund Fund Total
------------ -------- ------- ------- ------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments
Control Data Systems
Common Stock $ 485 $ - $ - $ - $ - $ - $ - $ 485
(Cost $493)
Ceridian Corporation
Common Stock - 1,082 - - - - - 1,082
(Cost $869)
T. Rowe Price
New Horizons Fund - - 5,899 - - - - 5,899
(Cost $5,742)
T. Rowe Price
International Stock Fund - - 1,668 - - - - 1,668
(Cost $1,422)
T. Rowe Price
Capital Appreciation Fund - - 685 - - - - 685
(Cost $645)
T. Rowe Price
Prime Reserve Fund - - - 6,321 - - - 6,321
(Cost $6,321)
T. Rowe Price
New Income Fund - - - - 4,911 - - 4,911
(Cost $4,826)
T. Rowe Price
Equity Income Fund - - - - - 11,252 - 11,252
(Cost $10,721)
T. Rowe Price
Balanced Fund - - - - - 540 - 540
(Cost $511)
Contribution Receivable
from Participants - - - 21 - - - 21
(Cost $21)
Loans Receivable
from Participants - - - - - - 1,454 1,454
(Cost $1,454)
------------ ------- ------- ------- ------- --------- ------- --------
Net Assets of Plan
Participants $ 485 $ 1,082 $ 8,252 $ 6,342 $ 4,911 $ 11,792 $ 1,454 $ 34,318
============ ======= ======= ======= ======= ========= ======= ========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Fund Fund Fund Fund Fund Fund Fund Total
------------ -------- ------- ------- ------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ - $ - $ 756 $ - $ - $ 974 $ - $ 1,730
Interest - - - 233 324 - - 557
Net Appreciation
(Depreciation) on
Fair Market Value of
Investments Including
Realized Gains (Losses) (162) 406 (740) - (429) (488) - (1,413)
------------ -------- ------- ------- ------- -------- ------- --------
Total Investment
Income (Loss) (162) 406 16 233 (105) 486 - 874
Employee Contributions 50 - 1,373 1,141 506 1,647 - 4,717
Interfund Transfers (20) (133) 1,060 264 (770) (401) - -
Loan Withdrawals (4) (36) (119) (207) (82) (175) 623 -
Loan Repayments 7 - 230 244 84 274 (839) -
Interest on loans 1 - 23 22 11 26 - 83
Withdrawals by Participants (55) (233) (1,338) (1,836) (628) (1,888) (74) (6,052)
------------ -------- ------- ------- ------- -------- ------- --------
Increase (Decrease) in
Net Assets of Plan
Participants (183) 4 1,245 (139) (984) (31) (290) (378)
Net Assets of Plan
Participants,
Beginning of Year 485 1,082 8,252 6,342 4,911 11,792 1,454 34,318
------------ -------- ------- ------- ------- -------- ------- --------
Net Assets of Plan
Participants,
End of Year $ 302 $ 1,086 $ 9,497 $ 6,203 $ 3,927 $ 11,761 $ 1,164 $ 33,940
============ ======== ======= ======= ======= ======== ======= ========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Fund Fund Fund Fund Fund Fund Fund Total
------------ -------- ------- ------- ------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ - $ - $ 893 $ - $ - $ 818 $ - $ 1,711
Interest - - - 157 309 - - 466
Net Appreciation
on Fair Market Value of
Investments Including
Realized Gains 16 232 552 - 115 669 - 1,584
------------ -------- ------- ------- ------- --------- ------- --------
Total Investment Income 16 232 1,445 157 424 1,487 - 3,761
Transfer from Evernet
as of July 8, 1993
(Footnote 2) - - - 454 - - 2 456
Employee Contributions 45 - 1,195 1,284 620 1,775 - 4,919
Interfund Transfers 134 (259) 1,024 (911) (5) 17 - -
Loan Withdrawals (11) (7) (150) (352) (138) (268) 926 -
Loan Repayments 5 - 159 228 113 233 (738) -
Interest on loans 1 - 19 29 13 29 - 91
Withdrawals by Participants (17) (85) (819) (804) (490) (1,019) (30) (3,264)
------------ -------- ------- ------- ------- --------- ------- --------
Increase (Decrease) in
Net Assets of Plan
Participants 173 (119) 2,873 85 537 2,254 160 5,963
Net Assets of Plan
Participants,
Beginning of Year 312 1,201 5,379 6,257 4,374 9,538 1,294 28,355
------------ -------- ------- ------- ------- --------- ------- --------
Net Assets of Plan
Participants,
End of Year $ 485 $ 1,082 $ 8,252 $ 6,342 $ 4,911 $ 11,792 $ 1,454 $ 34,318
============ ======== ======= ======= ======= ========= ======= ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements are prepared on an
accrual basis.
(b) Valuation of Investments
Investments are stated at their fair market value.
Investments in Control Data Systems, Inc. ("Control Data
Systems" or the "Company") common stock are valued by
reference to the National Association of Security Dealers
Automated Quotations Stock Exchange listing. Investments in
the Ceridian Corporation ("Ceridian") common stock are valued
by reference to the New York Stock Exchange Composite
Transaction listing. Investments in T. Rowe Price mutual
funds are valued using daily net asset value calculations
performed by the funds and published by the National
Association of Securities Dealers. Loans receivable from
participants are valued at unamortized principal plus accrued
interest.
Participant contributions are paid by the Company to T. Rowe
Price Trust Company (the "Trustee") on behalf of the
participants in the amount by which each participant has
elected to reduce eligible earnings. Contributions are paid
to the Trustee as soon as administratively practicable after
the date on which the participant would have otherwise
received the eligible earnings. Any contributions or
distributions outstanding at year end are shown as
contributions receivable or distributions payable of the
Plan.
Interest and dividend income is recognized when earned.
Purchases and sales of securities are recorded on a trade
date basis. Net realized gains and losses are recognized by
the Plan upon the sale of investments.
(2) Description of the Plan
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement
for more complete information.
The Plan is a defined contribution plan with funding coming
from participant contributions and Company profit sharing
contributions. Eligible employees (United States employees
with nine hundred hours or more) may elect to contribute on a
pretax basis, through payroll deductions, from one to
seventeen percent of their annual compensation. Participant
contributions are subject to an Internal Revenue Service
maximum annual limit of $9,240 during 1994 and $8,994 during
1993. No Company contributions were made for the years ended
December 31, 1994 and 1993.
5
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(2) Description of the Plan, continued
Control Data Systems is an independent public company
established through the transfer by Ceridian, formerly named
Control Data Corporation, of Ceridian's Computer Products
business to the Company and the subsequent immediate spin-off
of the Company from Ceridian as a stock dividend distribution
to Ceridian stockholders. Holders of Ceridian common stock
on July 29, 1992, the record date, received a dividend
distribution of one share of Control Data Systems common
stock for every four shares of Ceridian common stock. The
spin-off was effective as of the close of business on July,
31, 1992. The Plan was adopted by the Board of Directors of
the Company on July 28, 1992 and Plan assets were transferred
from the Ceridian Personal Investment Plan effective August
1, 1992.
On June 4, 1993, the Company acquired all of the outstanding
capital stock of Evernet Systems, Inc. ("Evernet"), a
privately held network systems integrator. Plan assets from
Evernet's Systems, Inc. 401(k) Plan were transferred from
Evernet Systems, Inc. effective July 8, 1993.
Effective January 1, 1993, Metaphase Technology, Inc.
("Metaphase"), a joint venture of the Company, adopted the
Company's Plan. Metaphase employees are able to participate
in the Plan subject to Plan eligibility requirements.
Effective January 1, 1993, the Plan was amended to allow the
payment of Company profit sharing contributions to
participants of the Plan and to no longer make matching
employer contributions. If the Company achieves certain
financial goals, the Company may contribute a profit sharing
amount which will be contributed as a percentage of each
participant's eligible compensation during the year. The
participants are fully vested in the Company profit sharing
contribution. No profit sharing amounts were contributed by
the Company during 1994 or 1993.
Participant contributions, including any earnings and gains
attributed to such contributions, are fully vested. No
forfeitures will occur pursuant to the Plan, as participants
are immediately and fully vested in all contributions. While
the participant is employed by the Company and prior to age
59 1/2, withdrawals may be made only for "financial
hardships" as defined by federal regulations or "total
disability" as defined by the Plan. After age 59 1/2,
participants may withdraw part or all of their accounts.
Participants may borrow up to fifty percent of the portion of
their accumulated participant contributions. Each
participant who is employed by a participating employer or
another affiliated organization is entitled to borrow funds.
The minimum loan is $1,000 and may not exceed the lesser of
(i) $50,000 less the largest amount of loans outstanding to
the participant during the preceding 12 months; or (ii) fifty
percent of accumulated participant contributions. The Plan
allows participants to concurrently have three loans
outstanding, only one of which can be a long term loan (six
to ten years). Long-term loans must be used for the purchase
of a primary residence. The interest rate for loans is
specified by the Company's Retirement Committee (the
"Administrator") and is based on the prime rate. Loans to
participants were at interest rates which range from 5.8
percent to 10.9 percent at December 31, 1994 and 1993. The
rate for new loans is subject to change on each January 1 and
July 1.
All expenses of administering the Plan as well as all
brokerage commissions are paid by the Company.
6
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(3) Description of Investment Options
Participant contributions are invested by the Plan Trustee in
accordance with participant elections, in one or more of five
investment options the Plan offers. Participants are not
offered the option of investing in Ceridian Stock following
the spin-off from Ceridian on July 31, 1992. Participants
may elect contributions to be invested, in 10 percent
increments, to the available investment options. A
participant may transfer balances from one investment option
to another within the Plan.
(a) Control Data Systems Stock Fund - Funds are invested
in common stock of Control Data Systems.
(b) Ceridian Stock Fund - Funds are invested in common
stock of Ceridian. After the spin-off from Ceridian,
participants are no longer offered the option of
making additional investments in the Ceridian Stock
Fund.
(c) Equity Fund - Funds are invested in the T. Rowe Price
International Stock Fund, New Horizons Fund, or
Capital Appreciation Fund. These are mutual funds
which invest primarily in the common stock and bonds
of a diversified group of small, rapidly growing
companies.
(d) Money Market Fund - Funds are invested in the T. Rowe
Price Prime Reserve Fund, a money market fund.
(e) Fixed Income Fund - Funds are invested in the T. Rowe
Price New Income Fund, a mutual fund which invests in
long, intermediate and short-term marketable debt
securities of United States and foreign issuers.
(f) Balanced Fund - Funds are invested in the T. Rowe
Price Equity Income Fund or Balanced Fund. These are
mutual funds which invest primarily in dividend paying
common stock of established companies or in a
diversified portfolio of common stocks and bonds.
(g) Loan Fund - Loans receivable from participants.
(4) Custodian of Investments
Under the terms of the trust agreement dated July 31, 1992,
between the Trustee and Control Data Systems, the Trustee
holds, manages, and invests contributions, consistent with
elections made by participants in the Company's Personal
Investment Plan (the "Plan"), in the investment options
selected by the Company's Retirement Committee to be
available for investment under the Plan.
The Trustee carries a banker's blanket bond in excess of
$50,000,000 insuring against losses.
7
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(5) Number of Participants
The number of participants in each investment option as of
December 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
1994 1993
----- -----
<S> <C> <C>
Control Data Systems 481 599
Ceridian Stock Fund 432 541
Equity Fund 1,007 949
Money Market Fund 575 691
Fixed Income Fund 427 539
Balanced Fund 838 942
</TABLE>
The total number of participants in the Plan was 1,052 and
1,231 at December 31, 1994 and 1993, respectively, which is
less than the sum of the number of participants shown above
because many were participating in more than one fund.
(6) Withdrawals
Withdrawals under the Plan due to termination or retirement
were $6,051,757 and $3,264,193 for the years ended December
31,1994 and 1993, respectively. During these same periods,
loan withdrawals under the Plan were $623,300 and $925,900,
respectively.
(7) Plan Termination
The Company, by action of its Board of Directors or other
governing body, may terminate the Plan. All participants at
the time of such termination shall be 100 percent vested in
their accounts and shall be entitled to a benefit equal to
the value of their accounts determined as of the valuation
date following termination.
(8) Party-in-interest Transactions
Transactions resulting in Plan assets being transferred to or
used by a related party are prohibited under the Pension
Reform Act unless a specific exemption exists. Plan assets
were invested in Company stock and T. Rowe Price funds during
1994 and 1993. T. Rowe Price Trust Company and the Company
are parties-in-interest with respect to the Plan. However,
transactions between the Plan and T. Rowe Price Trust Company
and the Company are exempt from being considered as
"prohibited transactions" under the Employee Retirement
Income Security Act of 1974 Section 408(b).
8
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(9) Investments Exceeding 5% of Plan Assets
The following investments exceed 5% of Plan assets as of
December 31, 1994 and 1993:
<TABLE>
<CAPTION>
1994 1993
Fair Value Fair Value
Amount Amount
---------- ----------
<S> <C> <C>
T. Rowe Price New Horizons Fund $ 5,884,657 $ 5,898,861
T. Rowe Price International Stock Fund 2,601,391 1,668,340
T. Rowe Price Prime Reserve Fund 6,203,303 6,341,497
T. Rowe Price New Income Fund 3,926,777 4,910,682
T. Rowe Price Equity Income Fund 11,032,695 11,251,886
</TABLE>
(10) Income Tax Status
The Plan's predecessor, the Ceridian Personal Investment Plan,
has received a favorable determination letter of tax qualification
dated March 7, 1984, from the Internal Revenue Service. The
Company's attorneys have submitted application for a new favorable
determination letter within the time frame specified by the IRS.
The Plan administrator believes the Plan continues to qualify
under the provisions of Section 401(a) of the Internal Revenue
Code, and the trust established thereunder is thereby exempt
from federal income taxes under Section 501(a) of the Code.
An employee's pretax contributions under the Plan will reduce
the participant's taxable income for federal, and in most states,
state income tax purposes. Additionally, each participant's
portion of earnings from the investments made with contributions
under the Plan, generally, are not taxable until distributed or
withdrawn.
9
<PAGE>
Schedule 1
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
Current
Identity of Issuer, Borrower Description Cost Value
--------------------------------------- --------------- -------- --------
<S> <C> <C> <C> <C>
* Control Data Systems Common stock-
43,939 shares $ 401 $ 302
Ceridian Corporation Common stock-
40,407 shares 768 1,086
Mutual fund-
* T. Rowe Price New Horizons Fund 398,690 units 6,343 5,885
* T. Rowe Price International Stock Fund 229,805 units 2,805 2,602
* T. Rowe Price Capital Appreciation Fund 83,495 units 1,062 1,010
Mutual fund-
* T. Rowe Price Prime Reserve Fund 6,203,303 units 6,203 6,203
Mutual fund-
* T. Rowe Price New Income Fund 468,030 units 4,274 3,927
Mutual fund-
* T. Rowe Price Equity Income Fund 690,281 units 11,464 11,033
* T. Rowe Price Balanced Fund 65,401 units 774 728
Participant loans 5.8% - 10.9% 1,164 1,164
-------- --------
$ 35,258 $ 33,940
======== ========
<FN>
* Represents investment in party-in-interest
</TABLE>
See independent auditors' report.
10
<PAGE>
Schedule 2
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Item 27d - Schedule of Reportable Transactions
December 31, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
Identity of Party Total Total Total
Involved/ Dollar Value Dollar Value Cost Net Gain
Description of Asset Of Purchases of Sales of Sales or (Loss)
- --------------------------- ------------ ------------ ---------- ---------
<S> <C> <C> <C> <C>
*T. Rowe Price
New Horizons Fund $ 2,217 $ 1,746 $ 1,704 $ 42
*T. Rowe Price
International Stock Fund 2,097 957 889 68
*T. Rowe Price
Prime Reserve Fund 3,322 3,440 3,440 -
*T. Rowe Price
New Income Fund 1,005 1,560 1,626 (66)
*T. Rowe Price
Equity Income Fund 3,035 2,822 2,738 84
<FN>
* Represents investment in party-in-interest
</TABLE>
See independent auditors' report.
11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
CONTROL DATA SYSTEMS, INC.
PERSONAL INVESTMENT PLAN
June 28, 1995 By: /s/ J. F. KILLORAN
-----------------------
J. F. Killoran
Vice President and Chief Financial Officer
12
<PAGE>
(KPMG Letterhead)
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and
The Retirement Committee
Control Data Systems, Inc:
We consent to incorporation by reference in the registration
statements (No. 33-49027, No. 33-49029, and No. 33-49379) on Form S-8
of Control Data Systems, Inc. of our report dated June 19, 1995,
relating to the statements of net assets available for plan benefits
of the Control Data Systems, Inc. Personal Investment Plan as of
December 31, 1994 and 1993, and the related statements of changes in
net assets available for plan benefits for the years ended December
31, 1994 and 1993 and the related supplemental schedules, which
report appears elsewhere in this December 31, 1994 annual report on
Form 11-K of the Control Data Systems, Inc. Personal Investment Plan.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 28, 1995
13
