<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, 1996
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, 1996 and 1995 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, 1996 and 1995, 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 fund information in the statements of net
assets available for plan benefits and the statements of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits
and changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information 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 13, 1997
<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, 1996 1
Statement of Net Assets Available for Plan Benefits -
December 31, 1995 2
Statement of Changes in Net Assets Available for Plan
Benefits - Year Ended December 31, 1996 3
Statement of Changes in Net Assets Available for Plan
Benefits - Year Ended December 31, 1995 4
Notes to Financial Statements for December 31, 1996 and 1995 5
Supplemental Schedules:
Schedule 1 - Item 27a - Schedule of Assets Held for Investment
Purposes - December 31, 1996 9
Schedule 2 - Item 27d - Schedule of Reportable Transactions -
Year Ended December 31, 1996 10
Signature 11
Exhibit 24 - Consent of Independent Auditors 12
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Money Fixed
Stock Equity Market Income Balanced Loan
Assets: Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
Control Data Systems
Common Stock $ 2,522 $ - $ - $ - $ - $ - $ 2,522
(Cost $2,143)
T. Rowe Price
New Horizons Fund - 12,371 - - - - 12,371
(Cost $11,950)
T. Rowe Price
International Stock Fund - 3,608 - - - - 3,608
(Cost $3,274)
T. Rowe Price
Small-Cap Value Fund - 1,153 - - - - 1,153
(Cost $1,064)
T. Rowe Price
Summit Cash Reserves Fund - - 6,384 - - - 6,384
(Cost $6,384)
T. Rowe Price
New Income Fund - - - 4,522 - - 4,522
(Cost $4,677)
T. Rowe Price
Equity Income Fund - - - - 20,718 - 20,718
(Cost $18,726)
T. Rowe Price
Balanced Fund - - - - 1,356 - 1,356
(Cost $1,259)
T. Rowe Price
Spectrum Growth Fund - - - - 855 - 855
(Cost $819)
Loans Receivable
from Participants - - - - - 1,393 1,393
(Cost $1,393)
Total Investments 2,522 17,132 6,384 4,522 22,929 1,393 54,882
Employer Contribution
Receivable 1,386 - - - - - 1,386
Net Assets Available for
Plan Benefits $ 3,908 $ 17,132 $ 6,384 $ 4,522 $ 22,929 $ 1,393 $ 56,268
</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, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Assets: Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments
Control Data Systems
Common Stock $ 1,081 $ - $ - $ - $ - $ - $ - $ 1,081
(Cost $518)
Ceridian Corporation
Common Stock - 1,431 - - - - - 1,431
(Cost $932)
T. Rowe Price
New Horizons Fund - - 9,569 - - - - 9,569
(Cost $7,436)
T. Rowe Price
International Stock Fund - - 2,603 - - - - 2,603
(Cost $2,438)
T. Rowe Price
Capital Appreciation Fund - - 1,070 - - - - 1,070
(Cost $983)
T. Rowe Price
Small-Cap Fund - - 290 - - - - 290
(Cost $294)
T. Rowe Price
Summit Cash Reserves Fund - - - 6,009 - - - 6,009
(Cost $6,009)
T. Rowe Price
New Income Fund - - - - 4,736 - - 4,736
(Cost $4,340)
T. Rowe Price
Equity Income Fund - - - - - 15,178 - 15,178
(Cost $12,449)
T. Rowe Price
Balanced Fund - - - - - 1,112 - 1,112
(Cost $976)
T. Rowe Price
Spectrum Growth Fund - - - - - 173 - 173
(Cost $175)
Loans Receivable
from Participants - - - - - - 1,187 1,187
(Cost $1,187)
Total Investments 1,081 1,431 13,532 6,009 4,736 16,463 1,187 44,439
Employer Contribution
Receivable 1,350 - - - - - - 1,350
Net Assets Available for
Plan Benefits $ 2,431 $ 1,431 $ 13,532 $ 6,009 $ 4,736 $ 16,463 $ 1,187 $ 45,789
</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, 1996
(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 and Interest $ - $ - $ 1,283 $ 309 $ 293 $ 1,390 $ - $ 3,275
Net Appreciation
(Depreciation) on
Fair Market Value of
Investments Including
Realized Gains (Losses) 555 279 1,085 - (191) 2,280 - 4,008
Total Investment
Income 555 279 2,368 309 102 3,670 - 7,283
Employee Contributions 75 - 1,551 846 408 1,573 - 4,453
Employer Profit Sharing
Contribution 1,386 - - - - - - 1,386
Interfund Transfers (422) (1,668) 560 (392) (461) 2,383 - -
Loan Withdrawals (9) (9) (227) (194) ( 84) (331) 854 -
Loan Repayments 5 - 207 144 39 227 (622) -
Interest on loans 1 - 30 23 7 30 - 91
Withdrawals by Participants (114) (33) (889) (361) (225) (1,086) (26) (2,734)
Increase (Decrease) in
Net Assets Available for
Plan Benefits 1,477 (1,431) 3,600 375 (214) 6,466 206 10,479
Net Assets Available for
Plan Benefits:
Beginning of Year 2,431 1,431 13,532 6,009 4,736 16,463 1,187 45,789
End of Year $ 3,908 $ - $17,132 $6,384 $4,522 $ 22,929 $1,393 $56,268
</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, 1995
(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 and Interest $ - $ - $ 1,177 $ 336 $ 294 $ 920 $ - $ 2,727
Net Appreciation on
Fair Market Value of
Investments Including
Realized Gains 630 571 2,668 - 431 3,025 - 7,325
Total Investment
Income 630 571 3,845 336 725 3,945 - 10,052
Employee Contributions 30 - 1,159 882 370 1,263 - 3,704
Employer Profit Sharing
Contribution 1,350 - - - - - - 1,350
Interfund Transfers 156 (166) 32 (542) 6 514 - -
Loan Withdrawals (3) (4) (157) (196) (79) (219) 658 -
Loan Repayments 4 - 188 149 70 173 (584) -
Interest on loans 1 - 23 21 9 23 - 77
Withdrawals by Participants (39) (56) (1,055) (844) (292) (997) (51) (3,334)
Increase (Decrease) in
Net Assets Available for
Plan Benefits 2,129 345 4,035 (194) 809 4,702 23 11,849
Net Assets Available for
Plan Benefits:
Beginning of Year 302 1,086 9,497 6,203 3,927 11,761 1,164 33,940
Net Assets Available for
Plan Benefits:
End of Year $ 2,431 $ 1,431 $ 13,532 $ 6,009 $ 4,736 $ 16,463 $ 1,187 $ 45,789
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(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 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. Participant 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.
(c) Use of Estimates in the Preparation of Financial Statements
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 revenues and expenses during the reporting
period. Actual results could differ from these estimates.
(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.
All United States employees with nine hundred hours or more of
service are eligible to participate in the Plan. Eligible
employees 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 $9,500 and $9,240 during
1996 and 1995, respectively.
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.
5
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(2) Description of the Plan, continued
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 and its employees were able to participate in the
Plan. The Company announced the sale of Metaphase to Structural
Dynamics Research Corporation ("SDRC"), effective January 1, 1997.
As a result, Metaphase employees will no longer be eligible to
participate in the Plan after July 1, 1997 and assets will be
transferred to SDRC.
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. The Company met its financial goals for
profit sharing in 1996 and 1995. An employer contribution
receivable for $1,386,475 and $1,349,896 at December 31, 1996 and
1995, respectively, represents the profit sharing contribution for
1996 and 1995. This amounts were subsequently paid in February,
1997 and 1996, respectively. The 1996 profit sharing contribution
was paid in cash, while the 1995 profit sharing contribution was
paid with Control Data Systems Common Stock. No profit sharing
amounts were contributed by the Company in 1994.
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 ranging from 5.8 percent to
10.0 percent at December 31, 1996 and December 31. 1995. 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.
(3) Description of Investment Options
Participant contributions are invested by the Plan Trustee in
accordance with participant elections, in one or more of nine
investment options the Plan offers. All balances in the Ceridian
Stock Fund were transferred to other investment options in 1996.
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.
6
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(3) Description of Investment Options, continued
(b)Small-Cap Fund - This fund invests primarily in common stocks of
small companies which are believed to be undervalued at the time
of purchase and to have potential for capital appreciation.
(c)New Horizons Fund - This fund invests in common stocks of small,
rapidly growing companies in a broad range of industries.
(d)International Stock Fund - This fund invests in common stocks of
established, non-U.S. companies.
(e)Spectrum Growth Fund - This fund invests in a managed mix of T.
Rowe Price funds: five U.S. stock funds, one international
stock fund, and a money market fund.
(f)Equity Income Fund - This fund invests in a portfolio of common
stocks of established companies that pay above-average dividends
and have prospects of future dividend increases.
(g)Balanced Fund - This fund invests in a mix of approximately 60%
common stocks and 40% fixed income securities.
(h)New Income Fund - This fund invests in income-producing,
investment-grade debt securities.
(i)Summit Cash Reserves Fund - This fund invests in high-quality
money market securities.
(j)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.
(5) Number of Participants
The number of participants in each investment option as of December
31, 1996 and 1995 were as follows:
1996 1995
Control Data Systems 909 444
Ceridian Stock Fund 0 371
Small-Cap Fund 169 54
New Horizons Fund 647 547
International Stock Fund 311 274
Spectrum Growth Fund 110 37
Equity Income Fund 774 686
Balanced Fund 149 140
New Income Fund 360 394
Summit Cash Reserves Fund 525 517
Capital Appreciation Fund 0 137
The increase in participants in the Control Data Systems option is
due to the Company profit sharing distribution made in February
1996 as a result of the Company meeting its 1995 financial goals
(see note 2).
7
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
The total number of participants in the Plan was 1,250 and 1,016 at
December 31, 1996 and 1995, 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
$2,732,965 and $3,333,502 for the years ended December 31, 1996 and
1995, respectively. During these same periods, loan withdrawals
under the Plan were $854,100 and $657,700, 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 1996 and 1995. 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).
(9) Investments Exceeding 5% of Plan Assets
The following investments exceed 5% of Plan assets as of December
31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
Fair Value Fair Value
Amount Amount
<S> <C> <C>
T. Rowe Price New Horizons Fund $ 12,370,520 $ 9,568,742
T. Rowe Price International Stock Fund 3,608,346 2,602,877
T. Rowe Price Summit Cash Reserves Fund 6,384,012 6,009,483
T. Rowe Price New Income Fund 4,522,445 4,736,341
T. Rowe Price Equity Income Fund 20,717,938 15,177,855
</TABLE>
(10) Income Tax Status
The Plan has received a favorable determination letter of tax
qualification dated September 26, 1995, from the Internal Revenue
Service. 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.
8
<PAGE>
Schedule 1
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Current
Identity of Issuer, Borrower Description Cost Value
<S> <C> <C> <C> <C>
* Control Data Systems Common stock-
114,646 shares $ 2,143 $ 2,522
Mutual fund-
* T. Rowe Price New Horizons Fund 568,237 units 11,950 12,371
* T. Rowe Price International Stock Fund 261,474 units 3,274 3,608
* T. Rowe Price Small-Cap Value Fund 58,922 units 1,064 1,153
Mutual fund-
* T. Rowe Price Summit Cash Reserves Fund 6,384,012 units 6,384 6,384
Mutual fund-
* T. Rowe Price New Income Fund 508,711 units 4,677 4,522
Mutual fund-
* T. Rowe Price Equity Income Fund 919,163 units 18,726 20,718
* T. Rowe Price Balanced Fund 93,670 units 1,259 1,356
* T. Rowe Price Spectrum Growth Fund 56,478 units 819 855
Participant loans 5.8% - 10.0% 1,393 1,393
$ 51,689 $ 54,882
</TABLE>
* Represents investment in party-in-interest
See independent auditors' report.
9
<PAGE>
Schedule 2
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Item 27d - Schedule of Reportable Transactions
December 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Identity of Party Total Total Total
Involved/ Dollar Value Dollar Value Cost
Description of Asset of Purchases of Sales of Sales Net Gain
<S> <C> <C> <C> <C>
*Control Data Systems, Inc.
Common Stock $ 1,950 $ 1,063 $ 730 $ 333
*T. Rowe Price
New Horizons Fund 3,395 1,133 848 285
*T. Rowe Price
Summit Cash Reserves Fund 2,425 2,051 2,051 -
*T. Rowe Price
Equity Income Fund 4,559 1,121 870 251
</TABLE>
* Represents investment in party-in-interest
See independent auditors' report.
10
<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 25, 1997 By: /s/ J. F. KILLORAN
J. F. Killoran
Vice President and Chief Financial Officer
11
<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, No. 33-49379, No. 33-54461, No. 333-773, and
No. 333-04085) on Form S-8 of Control Data Systems, Inc. of our report
dated June 13, 1997, relating to the statements of net assets available for
plan benefits of the Control Data Systems, Inc. Personal Investment Plan as
of December 31, 1996 and 1995, and the related statements of changes in net
assets available for plan benefits for the years ended December 31, 1996
and 1995 and the related supplemental schedules, which report appears
elsewhere in this December 31, 1996 annual report on Form 11-K of the
Control Data Systems, Inc. Personal Investment Plan.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 13, 1997
12
