-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
AYxgK2M2E3SIFpexPdFgN1WpTtLlQ6zTKaKmxLVKqJnzrt4NrKxLrYb9x54sXMyC
D8q9CLK4r3UVucRGkQD5fw==
<SEC-DOCUMENT>/in/edgar/work/20000628/0000023082-00-000014/0000023082-00-000014.txt : 20000920
<SEC-HEADER>0000023082-00-000014.hdr.sgml : 20000920
ACCESSION NUMBER: 0000023082-00-000014
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20000331
FILED AS OF DATE: 20000628
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP
CENTRAL INDEX KEY: 0000023082
STANDARD INDUSTRIAL CLASSIFICATION: [7373
] IRS NUMBER: 952043126
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0402
</COMPANY-DATA>
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT:
SEC FILE NUMBER: 001-04850
FILM NUMBER: 663307
</FILING-VALUES>
BUSINESS ADDRESS:
STREET 1: 2100 E GRAND AVE
CITY: EL SEGUNDO
STATE: CA
ZIP: 90245
BUSINESS PHONE: 3106150311
</BUSINESS-ADDRESS>
MAIL ADDRESS:
STREET 1: 2100 EAST GRAND AVE
CITY: EL SEGUNDO
STATE: CA
ZIP: 90245
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>
=============================================================================
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
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No.: 1-4850
[LOGO] COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 95-2043126
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2100 East Grand Avenue
El Segundo, California 90245
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (310) 615-0311
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered
- --------------------------------------- -------------------------
Common Stock, $1.00 par value per share New York Stock Exchange
Preferred Stock Purchase Rights Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act: None
The registrant hereby amends this Annual Report to include Exhibits
99.1, 99.2 and 99.3.
=============================================================================
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.1 Restated Articles of Incorporation, effective October 31, 1988 (c)
3.2 Amendment to Restated Articles of Incorporation, effective
August 10, 1992 (j)
3.3 Amendment to Restated Articles of Incorporation, effective
July 31, 1996 (l)
3.4 Certificate of Amendment of Certificate of Designations of
Series A Junior Participating Preferred Stock, effective
August 1, 1996 (n)
3.5 Bylaws, amended and restated effective December 6, 1999
10.1 1978 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.2 1980 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.3 1984 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.4 1987 Stock Incentive Plan* (b)
10.5 Schedule to the 1987 Stock Incentive Plan for United Kingdom
personnel* (b)
10.6 1990 Stock Incentive Plan* (i)
10.7 1992 Stock Incentive Plan, amended and restated effective
August 9, 1993* (p)
10.8 Schedule to the 1992 Stock Incentive Plan for United Kingdom
personnel* (o)
10.9 1995 Stock Incentive Plan* (k)
10.10 1998 Stock Incentive Plan* (t)
10.11 Form of Stock Option Agreement* (s)
10.12 Form of Restricted Stock Agreement* (s)
10.13 Annual Management Incentive Plan, effective April 2, 1983* (a)
10.14 Supplemental Executive Retirement Plan, amended and restated
effective February 27, 1998* (s)
10.15 Deferred Compensation Plan, amended and restated effective
February 2, 1998* (q)
10.16 Severance Plan for Senior Management and Key Employees,
amended and restated effective February 18, 1998 (r)
10.17 Severance Agreement with Van B. Honeycutt, effective
February 2, 1998* (q)
10.18 Employment Agreement with Van B. Honeycutt, effective
May 1, 1999* (g)
10.19 Form of Indemnification Agreement for Officers (e)
10.20 Form of Indemnification Agreement for Directors (d)
10.21 1997 Nonemployee Director Stock Incentive Plan (p)
10.22 Form of Restricted Stock Unit Agreement (f)
10.23 1990 Nonemployee Director Retirement Plan, amended and
restated effective February 2, 1998 (q)
10.24 Rights Agreement dated February 18, 1998 (r)
10.25 $250 million Credit Agreement (Long Term Facility) dated
as of August 20, 1999 (u)
10.26 $250 million Credit Agreement (Short Term Facility) dated
as of August 20, 1999 (u)
21 Significant Active Subsidiaries and Affiliates of the Registrant (h)
23 Independent Auditors' Consent (h)
27 Financial Data Schedule (h)
99.1 Annual Report on Form 11-K for the Matched Asset Plan of the
Registrant for the fiscal year ended December 31, 1999**
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of
CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1999**
99.3 Annual Report on Form 11-K for the CUTW Hourly Savings Plan
of CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1999**
Notes to Exhibit Index:
* Management contract or compensatory plan or agreement
** Filed with this amendment.
2
<PAGE>
(a)-(h) These exhibits are incorporated herein by reference to the Company's
Annual Report on Form 10-K for the fiscal years ended on the
respective dates indicated below:
(a) March 30, 1984 (e) March 31, 1995
(b) April 1, 1988 (f) April 3, 1998
(c) March 31, 1989 (g) April 2, 1999
(d) April 3, 1992 (h) March 31, 2000
(i) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 filed on August 15, 1990.
(j) Incorporated herein by reference to the Registrant's Proxy Statement
for its August 10, 1992 Annual Meeting of Stockholders.
(k) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on November 13, 1995.
(l) Incorporated herein by reference to the Registrant's Proxy Statement
for its July 31, 1996 Annual Meeting of Stockholders.
(m) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on August 12, 1996.
(n) Incorporated herein by reference to the Registrant's Current Report of
Form 8-K dated August 1, 1996.
(o) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on February 10, 1997.
(p) Incorporated herein by reference to the Registrant's Proxy Statement
for its August 11, 1997 Annual Meeting of Stockholders.
(q) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on February 9, 1998.
(r) Incorporated herein by reference to the Registrant's Registration
Statement on Form 8-A filed on February 25, 1998.
(s) Incorporated herein by reference to Amendment No. 2 to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
March 2, 1998.
(t) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on August 14, 1998.
(u) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on November 15, 1999.
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 28, 2000 By: /s/Bryan Brady
-------------------------------
Bryan Brady,
Vice President and Controller
3
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.1 Restated Articles of Incorporation, effective October 31, 1988 (c)
3.2 Amendment to Restated Articles of Incorporation, effective
August 10, 1992 (j)
3.3 Amendment to Restated Articles of Incorporation, effective
July 31, 1996 (l)
3.4 Certificate of Amendment of Certificate of Designations of
Series A Junior Participating Preferred Stock, effective
August 1, 1996 (n)
3.5 Bylaws, amended and restated effective December 6, 1999
10.1 1978 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.2 1980 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.3 1984 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.4 1987 Stock Incentive Plan* (b)
10.5 Schedule to the 1987 Stock Incentive Plan for United Kingdom
personnel* (b)
10.6 1990 Stock Incentive Plan* (i)
10.7 1992 Stock Incentive Plan, amended and restated effective
August 9, 1993* (p)
10.8 Schedule to the 1992 Stock Incentive Plan for United Kingdom
personnel* (o)
10.9 1995 Stock Incentive Plan* (k)
10.10 1998 Stock Incentive Plan* (t)
10.11 Form of Stock Option Agreement* (s)
10.12 Form of Restricted Stock Agreement* (s)
10.13 Annual Management Incentive Plan, effective April 2, 1983* (a)
10.14 Supplemental Executive Retirement Plan, amended and restated
effective February 27, 1998* (s)
10.15 Deferred Compensation Plan, amended and restated effective
February 2, 1998* (q)
10.16 Severance Plan for Senior Management and Key Employees,
amended and restated effective February 18, 1998 (r)
10.17 Severance Agreement with Van B. Honeycutt, effective
February 2, 1998* (q)
10.18 Employment Agreement with Van B. Honeycutt, effective
May 1, 1999* (g)
10.19 Form of Indemnification Agreement for Officers (e)
10.20 Form of Indemnification Agreement for Directors (d)
10.21 1997 Nonemployee Director Stock Incentive Plan (p)
10.22 Form of Restricted Stock Unit Agreement (f)
10.23 1990 Nonemployee Director Retirement Plan, amended and
restated effective February 2, 1998 (q)
10.24 Rights Agreement dated February 18, 1998 (r)
10.25 $250 million Credit Agreement (Long Term Facility) dated
as of August 20, 1999 (u)
10.26 $250 million Credit Agreement (Short Term Facility) dated
as of August 20, 1999 (u)
21 Significant Active Subsidiaries and Affiliates of the Registrant (h)
23 Independent Auditors' Consent (h)
27 Financial Data Schedule (h)
99.1 Annual Report on Form 11-K for the Matched Asset Plan of the
Registrant for the fiscal year ended December 31, 1999**
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of
CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1999**
99.3 Annual Report on Form 11-K for the CUTW Hourly Savings Plan
of CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1999**
Notes to Exhibit Index:
* Management contract or compensatory plan or agreement
** Filed with this amendment.
4
<PAGE>
(a)-(h) These exhibits are incorporated herein by reference to the Company's
Annual Report on Form 10-K for the fiscal years ended on the
respective dates indicated below:
(a) March 30, 1984 (e) March 31, 1995
(b) April 1, 1988 (f) April 3, 1998
(c) March 31, 1989 (g) April 2, 1999
(d) April 3, 1992 (h) March 31, 2000
(i) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 filed on August 15, 1990.
(j) Incorporated herein by reference to the Registrant's Proxy Statement
for its August 10, 1992 Annual Meeting of Stockholders.
(k) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on November 13, 1995.
(l) Incorporated herein by reference to the Registrant's Proxy Statement
for its July 31, 1996 Annual Meeting of Stockholders.
(m) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on August 12, 1996.
(n) Incorporated herein by reference to the Registrant's Current Report of
Form 8-K dated August 1, 1996.
(o) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on February 10, 1997.
(p) Incorporated herein by reference to the Registrant's Proxy Statement
for its August 11, 1997 Annual Meeting of Stockholders.
(q) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on February 9, 1998.
(r) Incorporated herein by reference to the Registrant's Registration
Statement on Form 8-A filed on February 25, 1998.
(s) Incorporated herein by reference to Amendment No. 2 to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
March 2, 1998.
(t) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on August 14, 1998.
(u) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on November 15, 1999.
5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended: December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ________ to ________
Commission file number: 1-4850
A. Full title of plan and the address of the plan, if different from
that of the issuer named below:
Computer Sciences Corporation Matched Asset 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>
TABLE OF CONTENTS
-----------------
Description Page
- ----------- ----
(a) Financial Statements:
Independent Auditors' Report....................................... 3
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998................................. 4
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998................... 5
Notes to Financial Statements...................................... 6
(b) Exhibit:
Independent Auditors' Consent...................................... E-1
(c) Supplemental Schedules:
Schedule of Assets Held for Investment Purposes.................... S-1
Schedule of Reportable Transactions................................ S-5
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Employee Retirement Plan Committee
Computer Sciences Corporation
El Segundo, California
We have audited the accompanying statements of net assets available for
benefits of the Computer Sciences Corporation Matched Asset Plan (the "Plan")
as of December 31, 1999 and 1998, 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 accounting principles generally
accepted in the United States of America of America. Those standards require
that we plan and perform the audits 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 referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
Section C of the table of contents 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. These supplemental schedules are the
responsibility of the Plan's management. Such schedules 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 in
relation to the basic financial statements taken as a whole.
/s/Deloitte & Touche LLP
June 16, 2000
3
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
ASSETS
Investments (Notes 2, 5, 9 and 10):
Cash $ 508,529
Short-term investments $ 80,785,800 10,297,485
Long-term investments--at fair value:
Plan interest in Master Trust 174,961,001
CSC Stock Fund 569,521,853 380,378,825
Employee loans (Note 6) 24,067,854 21,042,106
Interest in registered investment
companies
Brinson U.S. Balanced Fund 39,109,557 71,679,904
Mellon Enhanced Asset Fund 83,443,899 77,207,126
Brinson U.S. Equity Fund 181,608,317 263,161,997
Mellon S&P 500 Stock Index Fund 281,011,005 179,469,818
Black Rock Core Bond Fund 5,454,439
Vanguard High Yield Bond Fund 3,369,664
Mellon Balanced 40/60 Fund 8,462,934
Mellon Balanced 60/40 Fund 20,444,734
Mellon Balanced 80/20 Fund 31,402,919
Mellon S&P 500 Select Fund 24,760,868
Mellon Market Completion Fund 12,667,946
Bernstein International Value
Portfolio Fund 6,661,305
Corporate bonds 77,254,423
Government bonds 52,235,414
Other bonds 17,464,594
-------------- --------------
Total investments 1,519,727,525 1,178,706,791
Receivables:
Employer contribution 293,000
Participants' contribution 1,565,285
Accrued income 988,961 16,760
Unsettled trades 39,664,599 864,521
Other 246,807
-------------- --------------
Total receivables 40,900,367 2,739,566
-------------- --------------
Total Assets 1,560,627,892 1,181,446,357
-------------- --------------
LIABILITIES
Accounts payable 2,471,734 1,914,407
Accrued expenses 740,633 693,068
Unsettled trade payables 41,942,639 2,791,900
-------------- --------------
Total Liabilities 45,155,006 5,399,375
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $1,515,472,886 $1,176,046,982
</TABLE>
See Notes to Financial Statements
4
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Years Ended December 31
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
ADDITIONS
Investment Income:
Net appreciation in fair value of
investments (Note 9) $ 206,245,357 $ 190,408,299
Interest 11,217,438 927,110
Dividends 16,441,381 19,529,963
Plan interest in Master Trust
investment income (Note 5) 11,827,691
-------------- --------------
233,904,176 222,693,063
Less investment management fees (1,424,639) (1,454,871)
-------------- --------------
232,479,537 221,238,192
Contributions:
Employee 108,153,469 98,450,484
Employer 18,771,010 16,139,568
Employee rollovers 10,462,137 9,782,838
Transfers from other plans, net (Note 8) 69,182,873 13,861,524
-------------- --------------
206,569,489 138,234,414
-------------- --------------
Total Additions 439,049,026 359,472,606
-------------- --------------
DEDUCTIONS
Distributions to participants
(Notes 1 and 7) 99,623,122 102,500,733
-------------- --------------
Total Deductions 99,623,122 102,500,733
-------------- --------------
Net Increase 339,425,904 256,971,873
Net Assets Available for Benefits
at Beginning of Year 1,176,046,982 919,075,109
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $1,515,472,886 $1,176,046,982
============== ==============
</TABLE>
See Notes to Financial Statements
5
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Note 1 Description of the Plan
-----------------------
The following brief description of the Computer Sciences Corporation Matched
Asset Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan documents for more complete
information.
The Plan was adopted by the action of the Board of Directors of Computer
Sciences Corporation (the "Company") taken on November 3, 1986, and
constitutes an amendment and restatement of the Employee Stock Purchase Plan
("the Prior Plan").
The Plan is a continuation of the Prior Plan and is qualified under the
Internal Revenue Code (the "Code"), as amended, Section 401(a) and, effective
as of January 1, 1987, with respect to the portion thereof that qualifies as
a qualified cash or deferred arrangement, to satisfy the requirement of Code
Section 401(k). It is also subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
The Company reserves the right to discontinue its contributions and terminate
the Plan subject to the provisions of ERISA. Upon such termination, the
participants' rights to the Company's contributions vest immediately and the
account balances are fully paid to the participants.
Eligibility and Participation
- -----------------------------
Any eligible employee who has satisfied the Plan's age and service
requirements, and is employed by the Company, and who receives a stated
compensation in respect of employment on the payroll of the Company, is
eligible to become a participant, with the exception of a person who is
represented by a collective bargaining unit and whose benefits have been the
subject of good faith bargaining under a contract that does not specify that
such person is eligible to participate in the Plan. In addition, the Company
may determine to exempt all employees of any division, unit, facility or
class from coverage under the Plan. Any person who leaves the employ of the
Company and, at a later time becomes re-employed, must reapply to participate
in the Plan, provided he or she otherwise meets the eligibility requirements.
There were approximately 24,976 and 25,005 participating employees at
December 31, 1999 and 1998, respectively.
6
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Employee and Company Contributions
- ----------------------------------
Subject to certain limitations described below, an eligible employee who
elects to become a participant may authorize any whole percentage (at least
1% but not more than 15%) of such employee's monthly compensation (as defined
in the Plan) to be deferred and contributed to the trust fund on his or her
behalf, up to a maximum amount of $10,000 for 1999 and 1998. Any
compensation deferral in excess of $10,000 for 1999 and 1998, together with
income allocable to that excess, will be returned to a participant. Any
matching Company contributions attributable to any excess contribution, and
income allocable thereto, will either be returned to the Company or applied
to reduce future matching Company contributions.
In order to qualify for the special tax treatment accorded to plans by
Section 401(k) of the Code, contributions on behalf of participants under the
Plan must meet two nondiscrimination tests designed to prevent a
disproportionate compensation deferral election by employees who are highly
compensated in relation to other employees. The Committee may cause the
percentage authorized by the highly compensated participants to be reduced if
the Plan does not meet both of the nondiscrimination tests.
A participant is not permitted to make voluntary after-tax contributions to
the Plan.
The Company will contribute and forward to the trust fund, together with a
compensation deferral contribution equal to each participant's qualifying
compensation deferral, an amount equal to 50% of the first 3% of the
participant's compensation deferral (except for three groups of employees:
the first group is a small number of employees to whom under the terms of
their contract agreement the Company will contribute an amount equal to 50%
of the first 4% of the participant's compensation deferral; the second group
to whom under the terms of their contract agreement the Company will
contribute an amount equal to 100% of the first 7% of the participant's
compensation deferral; and the third group to whom under the terms of their
contract agreement the Company will contribute an amount equal to 50% of the
first 6% of the participant's compensation deferral). Matching contributions
will be invested in the Company Stock Fund, which invests in the common stock
of Computer Sciences Corporation.
7
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution
and the Company's matching contribution and allocations of Plan earnings, and
is charged with an allocation of investment management fees. Allocations are
based on participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
Vesting of Participants' Interests/Forfeitures
- ----------------------------------------------
A participant's interest in his or her Compensation Deferral Account,
Retirement Account, After Tax Account, and Rollover Account is at all times
fully vested in the participant or, when appropriate, in the participant's
beneficiary or legal representative.
Each participant has a vested interest in the value of his or her Matching
Contribution Account equal to twenty-five percent (25%) after completing two
full years of service and increasing by twenty-five percent (25%) for each
additional full year of service (except for a small number of participants
who, under the terms of their contract agreement, will vest 100% after 2
years). Vesting accelerates to 100% in the event of reaching age 65 while
employed by the Company or upon severance by reason of death or total and
permanent disability.
Any nonvested portion of the Matching Contributions Account will be forfeited
upon withdrawal from the Plan. Forfeitures may be applied to reduce future
matching contributions by the Company. Such forfeitures during 1999 and 1998
amounted to $1,101,182 and $2,186,594, respectively.
Distributable Amounts, Withdrawals and Refunds
- ----------------------------------------------
A participant may become entitled to a distribution of his or her
distributable benefit by reason of retirement, death, total and permanent
disability, voluntary termination of employment, or dismissal. The rules of
payment of a participant's distributable benefit depend upon age of the
participant, the number of years of service completed by the participant and
the type of severance. The total amounts distributed during 1999 and 1998,
excluding hardship withdrawals, were $97,933,989 and $101,578,143,
respectively.
8
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
While still an employee, a participant may, upon at least a 30 day written
notice to the Committee, make a withdrawal of his or her compensation
deferral contributions if the Committee finds, after considering the
participant's request, that an adequate financial hardship and resulting need
for such amount has been demonstrated by the participant. These withdrawals
during 1999 and 1998 totaled $1,689,133 and $922,590, respectively.
In order for the Plan to meet the nondiscrimination tests, the Committee has
caused the compensation deferral percentage for certain highly compensated
employees to be reduced, which has also resulted in the return of excess
compensation deferrals.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
The accounting and reporting policies followed in preparation of the
financial statements of the Plan of the Company conform with accounting
principles generally accepted in the United States of America. The following
is a summary of the significant policies.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reported period. Actual results could differ from
those estimates.
Assets of the Plan
- ------------------
The assets of the Plan are held in a trust with fourteen sub-accounts
representing the investment options. The investment income in the respective
sub-accounts is allocated to the participants. Contributions to, and
payments from, the Plan are specifically identified to the applicable sub-
accounts within the trust.
Security Transactions
- ---------------------
Security transactions are accounted for on a trade-date basis. Dividend
income is recorded on the ex-dividend date. Interest income is accounted for
on the accrual basis.
In general, participants in the Company Stock Fund receive distributions in
certificates for shares of the common stock of the Company.
9
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Valuation of Investment Securities
- ----------------------------------
Investments in common stocks, fixed income securities and institutional
investment vehicles are stated at fair value based upon closing sales prices
reported on recognized securities exchanges on the last business day of the
plan year or, for the listed securities having no sales reported and for
unlisted securities, upon last reported bid prices on that date. Investments
in short-term investments are stated at cost which approximates fair value.
Payment of Benefits
- -------------------
Benefits are recorded when paid.
Reclassifications
- -----------------
The Plan has adopted Statement of Position 99-3, "Accounting and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure Matters."
As a result, a reclassification of the prior year's financial statements has
been made to eliminate the by-fund disclosures.
Note 3 Income Tax Status
-----------------
The Internal Revenue Service has determined and informed the Company by a
letter dated July 18, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
The Committee believes that the Plan is designed and operated to qualify
under Section 401(a) of the Code and, with respect to its qualified cash or
deferred arrangement, under Section 401(k) of the Code. When the
requirements of Section 401(k) of the Code are satisfied, the following tax
consequences result:
(i) A participant is not subject to federal income tax on Company
contributions to the Plan or on income or realized gains in Plan Accounts
attributable to the participant until a distribution from the Plan is made to
him or her.
(ii) The participant is able to exclude from his or her income for federal
income tax purposes, the amount of his or her compensation deferral
contributions, subject to a maximum exclusion of $10,000 for the 1999 and
1998 taxable years of the participant.
(iii) On distribution of a participant's vested interest in the Plan, the
participant generally is subject to federal income taxation, except that: (1)
tax on "net unrealized appreciation" on any Company stock distributed as a
part of a "lump sum distribution" generally is deferred until the participant
disposes of such stock, and (2) tax may be deferred to the extent the
participant is eligible for and complies with certain rules permitting the
"rollover" of a qualifying distribution to another retirement plan, or
individual retirement account.
10
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Note 4 Reconciliation of Financial Statements to Form 5500
---------------------------------------------------
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Net assets available for benefits per
the financial statements $1,515,472,886 $1,176,046,982
Amounts allocated to withdrawing
Participants (13,001,753) (8,055,721)
-------------- --------------
Net assets available for benefits per
Form 5500 $1,502,471,133 $1,167,991,261
============== ==============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998
------------ ------------
<S> <C> <C>
Benefits paid to participants per the
financial statements $ 99,623,122 $102,500,733
Add: Amounts allocated to withdrawing
participants at December 31, 1999 13,001,753 8,055,721
Less: Amounts allocated to withdrawing
participants at December 31, 1998 (8,055,721) (11,552,858)
------------ ------------
Benefits paid to participants per the Form 5500 $104,569,154 $ 99,003,596
============ ============
</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
December 31, 1999 but not paid as of that date.
Note 5 Investment Funds
----------------
Participant contributions - Subject to rules the Committee may from time to
time adopt, each participant has the right to designate one or more of the
following investment funds established by the Committee for the investment of
his or her compensation deferral contributions, in increments of 1%. After
an initial election has been made, a participant may designate a different
Fund into which future compensation deferral contributions shall be invested
as of the first day of any payroll period that coincides with or immediately
follows the first day of any month once within a calendar quarter. In
addition, a participant may elect to redesignate any amounts in his or her
accounts as of the last business day of any month to be invested in a
different Fund. These elections may be made by giving such advance notice as
may be required by the Plan administrator.
11
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Following are the investment funds available for participant contributions:
The Money Market Fund
- ---------------------
The Money Market Fund is invested in institutional shares of the Vanguard
Prime Money Market Fund. The Fund seeks the highest level of income
consistent with maintaining stability of principal. The Fund measures its
performance against the Lipper Institutional Money Market Funds Average
benchmark. This benchmark consists of the average return for all money
market funds included in Lipper Analytical Services' "Money Market Fund"
category.
The Short Duration Bond Fund (formerly the Fixed Income Fund)
- ----------------------------
The Short Duration Bond Fund seeks to modestly outperform the total return
(income plus capital appreciation) of the Merrill Lynch 1-3 Year Index while
limiting the risk of underperformance versus the index. The Merrill Lynch 1-
3 Year Index represents U.S. Treasury issued securities with final maturities
ranging from one to three years.
In 1998, the Fixed Income Fund represented holdings of units in a Master
Trust investment vehicle and was managed by BlackRock Financial Management.
The investment portfolio was actively managed and consisted of short-term (1-
3 year) fixed income instruments which included: U.S. Treasury and agency
securities, corporate bonds, mortgage-backed securities and asset-backed
fixed income securities. All of the Fund's assets were rated single-A or
better at the time of purchase and all securities were U.S. dollar
denominated. All new cash flows into the Fund were invested in this actively
managed bond fund. At December 31, 1998 the Plan's interest in the net assets
of the Master Trust was approximately 89%. Investment income and
administrative expenses relating to the Master Trust were allocated to
individual plans based upon average monthly balances invested by each plan.
Subsequent to December 31, 1998, the Plan terminated its interest in the
Master Trust and transferred these funds to the Short Duration Bond Fund.
12
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
The following table represents the fair value of investments for the Master
Trust.
<TABLE>
<CAPTION>
December 31,
------------
1998
------------
<S> <C>
Investments at fair value:
Corporate bonds $118,380,288
U.S. government securities 57,684,732
Other bonds 16,164,613
Short-term investments 3,777,721
Accrued income 966,721
------------
$196,974,075
============
</TABLE>
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
December 31,
------------
1998
------------
<S> <C>
Investment income:
Net appreciation in fair value of investments $ 1,731,522
Interest:
Corporate bonds 6,710,396
U.S. government securities 3,786,462
Other bonds 691,664
Short-term investments 365,214
------------
13,285,258
Less investment management fees (227,349)
------------
$ 13,057,909
============
</TABLE>
The Black Rock Core Bond Fund
- -----------------------------
The Core Bond Fund seeks to modestly outperform the total return (income plus
capital appreciation) of the Lehman Aggregate Index while limiting the risk
of underperformance versus the Index. The Lehman Brothers Aggregate Index
primarily consists of U.S. Treasury, corporate, mortgage and asset-backed
securities and attempts to replicate the total U.S. fixed income investment
grade bond market.
13
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
The Vanguard High Yield Bond Fund
- ---------------------------------
The High Yield Bond Fund is invested in shares of the Vanguard High-Yield
Bond Fund. The High Yield Bond Fund seeks a high level of interest income
and modest long-term growth of capital. The Fund measures its performance
against the Lehman Brothers High Yield Bond Index benchmark. This Index
covers the universe of fixed rate, publicly issued non-investment grade debt
registered with the Securities and Exchange Commission.
The Mellon Balanced 40/60 Fund
- ------------------------------
The Fund's investment objective is to allocate assets to stock and bond index
portfolios using fixed allocations. The targeted allocations are 40 percent
stocks and 60 percent bonds. The portfolios seek to match the aggregate
performance of the Wilshire 5000 Index and Lehman Brothers Aggregate Bond
Index benchmarks using the targeted allocations. The portfolios may invest
in individual securities and/or financial futures or options.
The Mellon Balanced 60/40 Fund
- ------------------------------
The Fund's investment objective is to allocate assets to stock and bond index
portfolios using fixed allocations. The targeted allocations are 60 percent
stocks and 40 percent bonds. The portfolios seek to match the aggregate
performance of the Wilshire 5000 Index and Lehman Brothers Aggregate Bond
Index benchmarks using the targeted allocations. The portfolios may invest
in individual securities and/or financial futures or options.
The Mellon Balanced 80/20 Fund
- ------------------------------
The Fund's investment objective is to allocate assets to stock and bond index
portfolios using fixed allocations. The targeted allocations are 80 percent
stocks and 20 percent bonds. The portfolios seek to match the performance of
the Wilshire 5000 Index and Lehman Brothers Aggregate Bond Index benchmarks
using the targeted allocation. The portfolios may invest in individual
securities and/or financial futures or options.
The Active Allocation Fund (formerly the Balanced Fund)
- --------------------------
The Fund's investment objective is to outperform a balanced benchmark by
actively allocating assets among stocks, bonds, and cash equivalents. The
Fund's benchmark is a static mix of 65 percent U.S. equities and 35 percent
U.S. fixed income securities. It includes the Brinson U.S. Balanced Fund and
the Mellon Enhanced Asset Fund.
14
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
The Active U.S. Equity Fund (formerly the Active Equity Fund)
- ---------------------------
The Active U.S. Equity Fund's objective is to maximize total return,
consisting of both capital appreciation and current income, without assuming
undue risk. The Fund is diversified across a wide range of U.S. equity
securities. The Active U.S. Equity Fund's benchmark is the Wilshire 5000
Index, which includes large, intermediate and small capitalization issues as
compiled by an independent data provider. It includes the Brinson U.S.
Equity Fund.
The Mellon S&P 500 Stock Index Fund (formerly the Stock Index Fund)
- -----------------------------------
The Fund seeks to match the performance of the S&P 500 Index, which is
composed of common stocks that represent a large cross-section of the U.S.
publicly traded stock market. This Fund provides exposure to large company
stocks.
The Fund may invest in the individual securities that comprise the S&P 500
and/or unleveraged S&P 500 financial futures or options.
The Mellon S&P 500 Select Fund
- ------------------------------
The Fund's investment objective is to modestly outperform the S&P 500 Index
while maintaining equivalent risk exposure. The Fund invests in a
diversified portfolio of stocks that match the fundamental risk
characteristics of the S&P 500 Index.
The Mellon Market Completion Fund
- ---------------------------------
The Fund seeks to match the performance of the Wilshire 4500 Index. The Fund
sets out to complement the other funds, which are benchmarked to the S&P 500
Index, by offering a disciplined, structured, and cost-effective vehicle
through which investors can gain diversified exposure to the market of small-
and mid-size company stocks.
This Fund is designated the Completion Fund because the Wilshire 4500 Index,
when combined with the large capitalized stock weighted S&P 500 Index, would
equate to the entire market often depicted by the Wilshire 5000 Index.
The Bernstein International Value Portfolio Fund
- ------------------------------------------------
The International Equity Fund invests in established companies drawn from the
major developed nations in Europe, Australia and the Far East, plus Canada.
15
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
The Fund seeks to: modestly outperform the major foreign stock markets, with
carefully controlled volatility over full market cycles; and ensure broad
portfolio diversification - the primary benefit of international investing;
and manage currency risk.
Over time, research driven, value-oriented stock selection is expected to
account for approximately 70 percent of the Fund's premium (over the
benchmark), with country allocation and currency management each contributing
15 percent.
The CSC Stock Fund
- ------------------
The CSC Stock Fund invests in the common stock of Computer Sciences
Corporation (CSC). The return of this fund is based on the performance of
CSC common stock. The financial performance of the Company, growth factors
in its industry, the U.S. and world economies, and the performance of the
stock market in general as well as other factors will affect the performance
of CSC stock.
Note 6 Participant Loans
-----------------
The Plan allows participants to borrow from their vested account balances
from a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested
account balances, subject to certain limitations. The loans bear interest at
the prime rate quoted in the Wall Street Journal plus 1%, which is set on a
quarterly basis. Loan terms range from 1-5 years or up to 15 years for
purchase of a primary residence. Loans are recorded at cost, which
approximate fair value, on the Statement of Net Assets Available for
Benefits.
The loans (which are accounted for in the Loan Fund) are deducted from the
participants' accounts according to a priority specified in the Plan's loan
rules and, within each account, pro rata from the funds based on their
balances at the time. Loan repayments are reinvested in the participants'
funds according to their current investment election. The repayments are
similarly allocated among participants' accounts according to the priority
specified in the Plan's rules.
16
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Note 7 Benefits Payable
----------------
As of December 31, 1999 and 1998, net assets available for benefits included
benefits of $13,001,753 and $8,055,721 respectively, due to participants who
have withdrawn from participation in the Plan.
Note 8 Transfers from Other Plans
--------------------------
During the years ended December 31, 1999 and 1998, the Plan had several
transfers from other plans. The asset values of these transfers during 1999
were as follows: $2,299,474 from the AT&T Long Term Savings Plan for
Management Employees; $1,501,095 from the Budget Group Inc. Savings Plus
Plan; $33,887,332 from the Continuum Savings Plan; $2,472,089 from the
Employees of Dupont or Conoco Savings Plan; $323,700 from the Enron
Corporation Savings Plan; $29,311,697 from the Hogan Systems Inc. Savings and
Profits Sharing Plan; $629,488 from the Integral/InPower; $2,276,308 from the
Republic National Bank Plan; $633,569 from the SGRP- Sabre Group Retirement
Plan; $3,812,732 from The Pinnacle Group Inc. 401(k) Plan; and $4,321,483
from the United Technologies Corp. (UTC) Employees Savings Plan.
For 1998, the asset values of these transfers were as follows: $7,380,010
from APM; $2,816,617 from BDM; $1,736,677 from Security Life; $776,503 from
Heller; $637,478 from Dupont Conoco; $224,931 from Liberty; $206,213 from
Statistica; $75,615 and from CNA Employees' Saving Plan; $66,426 in 1998 from
Electronic Data Systems; $53,500 in 1998 from Volpe; and $5,079 from Credit
Services.
The Plan also had several transfers to other plans in 1999 and 1998 as a
result of spin-offs. The 1999 asset values of these transfers were as
follows: $12,112,529 to the CNA Employee Savings Plan and $173,565 for the
NCTR conversion. In 1998, the value of transfers to other plans were as
follows: $80,399 in to Faxnet; $33,046 to ITDS; $3,343 to Artemis Holding;
and $737 to Planmetrics, Inc. Savings and Profit Sharing Plan.
17
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Note 9 Investments
-----------
The Plan's investments are held in a bank-administered trust fund. The
following table presents investments. Investments that represents 5 percent
or more the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Investments at Fair Value as Determined
by Quoted Market Price
Corporate bonds $ 77,254,423
Other bonds 69,700,008
CSC Company stock* 569,521,853 $ 380,378,825
Plan interest in Master Trust 174,961,001
Interest in registered investment
companies:
Mellon Enhanced Asset Fund 83,443,899 77,207,126
Brinson U.S. Balanced Fund 39,109,557 71,679,904
Brinson U.S. Equity Fund 181,608,317 263,161,997
Mellon Stock Index Fund 281,011,005 179,469,818
Other mutual funds 113,224,809
Other short-term investments 80,785,800 10,806,014
-------------- --------------
1,495,659,671 1,157,664,685
-------------- --------------
Investments at Estimated Fair Value
Employee loan fund 24,067,854 21,042,106
-------------- --------------
24,067,854 21,042,106
-------------- --------------
Total investments $1,519,727,525 $1,178,706,791
============== ==============
</TABLE>
*non-participant directed investment
18
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
During 1999 and 1998 the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $206,245,357 and
$190,408,299, respectively, as follows:
Net Change in Fair Value
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Investments at Fair Value as Determined
by Quoted Market Price
Corporate bonds $ (1,595,085)
Other bonds (2,411,978)
CSC Company stock 183,319,392 $129,496,024
Interest in registered investment
companies:
Mellon Enhanced Asset Fund 124,240 4,885,347
Brinson U.S. Balanced Fund (3,031,707) 7,031,772
Brinson U.S. Equity Fund (19,638,305) 20,288,161
Mellon Stock Index Fund 40,533,855 28,706,995
Other mutual funds 8,944,945
------------ ------------
Net change in fair value $206,245,357 $190,408,299
============ ============
</TABLE>
Nonparticipant-Directed Investment
- ----------------------------------
In accordance with the provisions of the Plan, the Trustee must promptly
invest matching Company contributions paid into the trust fund in the Company
Stock Fund. An exception is in the case of a participant who has (i)
attained at least age 59 1/2, or (ii) has been credited with at least five
years of service and has attained at least age 55 and has made an election to
designate different Funds. However, employee contributions are participant-
directed to any of the fourteen sub-accounts representing the investment
options.
19
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Note 9 Investments (continued)
-----------------------
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments is
as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Changes in Net Assets of CSC Company
stock:
Employee contributions $ 25,245,446 $ 21,319,413
Company contributions 18,406,070 15,776,009
Rollovers 1,497,629 1,563,856
Transfer to other investment funds (6,197,641) 3,515,912
Plan-to-Plan Transfers 3,995,653 846,182
Net appreciation 183,319,393 129,496,024
Benefits paid to participants (37,123,522) (30,908,574)
------------ ------------
$189,143,028 $141,608,822
============ ============
</TABLE>
20
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Note 10 Investments 1999
----------------
<TABLE>
<CAPTION>
Principal Fair Value
Amount or Contract
or Shares Cost Value
------------- ------------ ------------
<S> <C> <C> <C>
Clearing Account
BNY Collective Short-Term Invst.
Fund sh. 5,559,894 $ 5,559,894 $ 5,559,894
Short Duration Bond Fund
(formerly Fixed Income Fund)
Corporate bonds* sh.77,916,345 78,372,959 77,254,423
Government bonds sh.52,868,147 53,159,388 52,235,414
Other Bonds sh.17,688,006 17,734,700 17,464,594
BNY Collective Short-Term
Invst. Fund sh. 1,870,536 1,870,536 1,870,536
Active Allocation Fund
(formerly Balanced Fund)
Brinson Partners Inc.:
U.S. Bond Fund sh. 190,262 26,403,958 25,047,921
U.S. Stock Equity Fund sh. 35,536 14,654,792 14,061,636
BTC U.S. Cash Management Fund sh. 6,093,428 6,093,428 6,093,428
Mellon Bank Enhanced Asset Fund* sh. 774,788 83,279,997 83,443,899
Active U.S. Equity Fund
(formerly Active Equity Fund)
Brinson Partners Inc.:
U.S. Equity with Cash Fund* sh. 510,332 197,836,011 181,608,317
U.S. Cash Management Fund sh. 7,812,077 7,812,077 7,812,077
Mellon S&P 500 Stock Index Fund
(formerly Stock Index Fund)
Mellon Capital Liquidity Stock
Index Fund* sh. 898,089 327,940,910 281,011,005
CSC Stock Fund
Computer Sciences Common Stock* sh. 6,018,725 392,138,573 569,521,853
BNY Collective Short-Term
Invst. Fund sh. 8,104,486 8,104,486 8,104,486
Employee Loan Fund
Participant Loans $24,067,854 24,067,854 24,067,854
Money Market Fund
Vanguard Money Market Fund sh.51,345,379 51,345,379 51,345,379
Core Bond Fund
Black Rock Core Bond Fund sh. 597,419 5,713,802 5,454,439
</TABLE>
*represents investments greater than 5% of net assets
21
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Note 10 Investments 1999 (continued)
----------------------------
<TABLE>
<CAPTION>
Principal Fair Value
Amount or Contract
or Shares Cost Value
----------- -------------- --------------
<S> <C> <C> <C>
High Yield Bond Fund
Vanguard High Yield Bond Fund sh. 455,976 3,477,085 3,369,664
Mellon Balanced 40/60 Fund
Mellon Capital:
EB Daily Market Completion
Fund sh. 5,623 643,827 843,499
EB Daily Liquidity Fund sh. 49,485 5,261,769 5,055,032
EB Daily Liquidity Stock
Index Fund sh. 8,196 2,261,641 2,564,403
Mellon Balanced 60/40 Fund
Mellon Capital:
EB Daily Market Completion
Fund sh. 20,259 2,359,652 3,039,115
EB Daily Liquidity Fund sh. 80,055 8,468,879 8,177,894
EB Daily Liquidity Stock
Index Fund sh. 29,491 8,219,943 9,227,725
Mellon Balanced 80/20 Fund
Mellon Capital:
EB Daily Market Completion
Fund sh. 41,361 4,899,902 6,204,630
EB Daily Liquidity Fund sh. 61,482 6,464,946 6,280,584
EB Daily Liquidity Stock
Index Fund sh. 60,459 16,963,820 18,917,705
Mellon S&P 500 Select Fund
Mellon Capital EB Daily
Liquid Active sh. 195,163 22,792,208 24,760,868
Mellon Market Completion Fund
Mellon Capital EB Daily
Market Completion sh. 84,447 10,495,561 12,667,946
Bernstein International Value Portfolio Fund
Sanford Bernstein Int'l Value
Portfolio sh. 313,473 6,211,843 6,661,305
-------------- --------------
$1,400,609,820 $1,519,727,525
============== ==============
Total Long-Term Investments $1,319,824,020 $1,438,941,725
Total Short-Term Investments 80,785,800 80,785,800
-------------- --------------
$1,400,609,820 $1,519,727,525
============== ==============
</TABLE>
*represents investments greater than 5% of net assets
22
<PAGE>
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
NOTES TO FINANCIAL STATEMENTS
For the two years ended December 31, 1999
Note 10 Investments 1998
----------------
<TABLE>
<CAPTION>
Principal Fair Value
Amount or Contract
or Shares Cost Value
------------ ------------ --------------
<S> <C> <C> <C>
Fixed Income Fund
Interest in Master Trust* $282,086,762 $174,339,624 $ 174,961,001
BNY Collective Short-Term
Invst. Fund sh. 419,934 419,934 419,934
Balanced Fund
Brinson Partners Inc.:
U.S. Bond Fund* 377,098 47,231,044 49,321,216
U.S. Stock Equity Fund sh. 54,362 13,335,155 22,358,688
Mellon Bank Enhanced Asset Fund* sh. 718,239 72,377,700 77,207,126
BNY Collective Short-Term Invst.
Fund sh.1,305,353 1,305,353 1,305,353
Cash sh. 508,529 508,529 508,529
Active Equity Fund
Brinson Partners Inc.:
U.S. Equity Portfolio* sh. 686,993 156,058,114 263,161,997
U.S. Cash Management Fund sh. 2 2 2
BNY Collective Short-Term Invst.
Fund sh.3,204,111 3,204,111 3,204,111
Stock Index Fund
Mellon Capital:
Mellon Capital Mgmt. Stock
Index Fund* sh. 451,193 118,174,427 178,136,929
Mellon EB Daily Opening Stock
Index Fund sh. 4,429 1,260,964 1,332,889
Mellon Temporary Investment
Fund sh. 71,688 71,688 71,688
BNY Collective Short-Term Invst.
Fund sh.1,850,178 1,850,178 1,850,178
Company Stock Fund
Computer Sciences Common Stock* sh.5,920,293 119,007,404 380,378,825
BNY Collective Short-Term Invst.
Fund sh.3,446,219 3,446,219 3,446,219
Employee Loan Fund
Participant Loans $ 21,042,106 21,042,106 21,042,106
------------ --------------
$733,632,552 $1,178,706,791
============ ==============
Total Long-Term Investments $722,826,538 $1,167,900,777
Total Short-Term Investments 10,806,014 10,806,014
------------ --------------
$733,632,552 $1,178,706,791
============ ==============
</TABLE>
*represents investments greater than 5% of net assets
23
<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.
Computer Sciences Corporation
MATCHED ASSET PLAN
Date: June 28, 2000 By: /s/ LEON J. LEVEL
-----------------------------------
Leon J. Level
Chairman,
Computer Sciences Corporation
Retirement Plans Committee
24
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Computer Sciences Corporation
Registration Statement No. 333-00755 on Form S-8 of our report dated
June 16, 2000, appearing in this Annual Report on Form 11-K of the Computer
Sciences Corporation Matched Asset Plan for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
June 28, 2000
E-1
<PAGE>
1999
Form 5500, Schedule H, Line 4i
Computer Sciences Corporation
EIN 95-2043126
Matched Asset Plan 001
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
--------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b)Identity of issue, (c)Description of investment including (d)Cost (e)Current
borrower, lessor or maturity date, rate of interest, Value
similar party collateral, par or maturity value
- --- ---------------------- ------------------------------------------- ---------- -----------
<S> <C> <C> <C> <C>
Asset Securitization Asset-Backed Sec.- Mortg. Pass-thru Certif.
Corp 02/14/41 6.500% $1,446,902 $1,399,871
Citicorp Mtg Secs Inc Asset-Backed Sec.- Mortg. Pass-thru Certif.
02/25/09 6.000% 1,174,500 1,160,064
Credit Suisse First Asset-Backed Sec.- Mortg. Pass-thru Certif.
Boston Mtg 08/25/27 7.250% 1,009,710 1,003,321
CWMBS Inc Asset-Backed Sec.- Mortg. Pass-thru Certif.
03/25/28 7.000% 1,067,806 1,056,317
Deutsche Mortgage & Asset-Backed Sec.- Mortg. Pass-thru Certif.
Asset Receiving 09/15/07 6.220% 579,290 553,387
DLJ Mtg Accep Corp Asset-Backed Sec.- Mortg. Pass-thru Certif.
Restr 144A 11/12/21 6.860% 1,010,413 972,043
Green Tree Finl Corp Asset-Backed Sec.- Mortg. Pass-thru Certif.
08/15/23 7.050% 1,234,285 1,215,983
Greenpoint Asset-Backed Sec.- Mortg. Pass-thru Certif.
Manufactured Hsg 08/15/15 6.010% 1,499,612 1,447,545
Newcourt Equipment Asset-Backed Sec.- Mortg. Pass-thru Certif.
Trust Secs 12/20/02 5.240% 2,187,867 2,173,910
Morgan Stanley Asset-Backed Sec.- Mortg. Pass-thru Certif.
Cap I Inc 10/15/07 6.330% 644,376 610,304
Prudential Home Mtg Asset-Backed Sec.- Mortg. Pass-thru Certif.
Secs Co 05/25/24 7.050% 314,347 311,009
Residential Accredit Asset-Backed Sec.- Mortg. Pass-thru Certif.
Lns Inc 07/25/27 7.500% 118,140 117,010
Residential Fdg Mtg Asset-Backed Sec.- Mortg. Pass-thru Certif.
Secs I Inc 01/25/09 6.375% 1,142,855 1,125,947
Residentisl Accredit Asset-Backed Sec.- Mortg. Pass-thru Certif.
Lns Inc 10/25/28 6.750% 1,578,609 1,552,541
Sequoia Mtg Tr 2 Asset-Backed Sec.- Mortg. Pass-thru Certif.
10/25/24 6.147% 1,573,107 1,569,124
Union Planters Mtg Asset-Backed Sec.- Mortg. Pass-thru Certif.
Fin Corp 01/25/28 6.350% 699,913 686,390
Union Planters Mtg Asset-Backed Sec.- Mortg. Pass-thru Certif.
Fin Corp 04/01/29 6.250% 1,178,027 1,144,066
Arcadia Automobile Asset-Backed Sec.- Auto. Loan Receiv.
Receivables 11/15/02 5.950% 2,696,288 2,651,106
Chase Manhattan Asset-Backed Sec.- Auto. Loan Receiv.
Grantor 09/15/02 6.610% 261,150 258,323
Chevy Chase Auto Asset-Backed Sec.- Auto. Loan Receiv.
Receivables 03/20/04 6.200% 527,711 519,846
Chevy Chase Auto Asset-Backed Sec.- Auto. Loan Receiv.
Receivables 10/15/03 6.500% 463,102 457,751
First Sec Auto Grantor Asset-Backed Sec.- Auto. Loan Receiv.
08/15/03 6.300% 336,024 335,867
First Security Auto Asset-Backed Sec.- Auto. Loan Receiv.
Owner 10/15/03 6.000% 2,325,000 2,302,448
Ford Cr Auto Owner Asset-Backed Sec.- Auto. Loan Receiv.
11/15/01 5.310% 2,080,313 2,082,381
Ford Cr Auto Owner Asset-Backed Sec.- Auto. Loan Receiv.
09/16/02 6.080% 2,149,884 2,130,499
Honda Auto Lease Asset-Backed Sec.- Auto. Loan Receiv.
09/16/02 6.450% 3,099,516 3,088,375
Mellon Auto Grantor Asset-Backed Sec.- Auto. Loan Receiv.
10/17/05 5.460% 1,493,981 1,496,109
Money Store Auto Asset-Backed Sec.- Auto. Loan Receiv.
03/20/04 6.350% 294,901 290,603
Navistar Finl Owner Asset-Backed Sec.- Auto. Loan Receiv.
04/15/03 5.950% 2,224,689 2,199,835
Nissan Auto Asset-Backed Sec.- Auto. Loan Receiv.
Receivables 1999-A 09/15/03 6.470% 1,274,831 1,264,800
Olympic Automobile Asset-Backed Sec.- Auto. Loan Receiv.
Receivables 10/15/01 7.350% 291,374 289,804
Olympic Automobile Asset-Backed Sec.- Auto. Loan Receiv.
Receivables 03/15/02 6.700% 1,200,113 1,189,014
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
(a) (b)Identity of issue, (c)Description of investment including (d)Cost (e)Current
borrower, lessor or maturity date, rate of interest, Value
similar party collateral, par or maturity value
- --- ---------------------- ------------------------------------------- ---------- -----------
<S> <C> <C> <C> <C>
Onyx Accep Owner Asset-Backed Sec.- Auto. Loan Receiv.
02/15/03 5.780% 2,674,617 2,638,700
Toyota Auto Asset-Backed Sec.- Auto. Loan Receiv.
Receivables 1999-A 08/16/04 6.150% 2,024,211 2,003,029
World Omni Automobile Asset-Backed Sec.- Auto. Loan Receiv.
Lease Trust 11/15/02 6.250% 924,076 918,183
Banc One Cr Card Asset-Backed Sec.- Credit Card Receiv.
Master Tr 07/15/02 8.000% 2,331,796 2,307,115
Dayton Hudson Cr Card Asset-Backed Sec.- Credit Card Receiv.
Master Tr 08/25/05 6.250% 1,279,743 1,221,422
Sears Cr Account Asset-Backed Sec.- Credit Card Receiv.
Master Tr 10/16/06 6.450% 2,179,246 2,116,594
Standard Cr Card Asset-Backed Sec.- Credit Card Receiv.
Master Tr 11/07/03 8.250% 3,369,110 3,225,316
Standard Credit Card Asset-Backed Sec.- Credit Card Receiv.
02/07/00 7.850% 1,665,026 1,623,513
Copelco Cap Fdg Corp X Asset-Backed Securities - Miscellaneous
04/20/05 6.270% 663,648 660,396
Copelco Cap Funding Asset-Backed Securities - Miscellaneous
Corp 03/15/02 5.665% 1,550,047 1,531,586
Copelco Capital Asset-Backed Securities - Miscellaneous
Funding Corp 03/15/01 5.500% 2,000,000 1,995,720
DLJ Mtg Accep Corp Asset-Backed Securities - Miscellaneous
12/17/27 6.650% 443,982 439,697
Green Tree Asset-Backed Securities - Miscellaneous
Recreational Equip 02/15/11 6.170% 1,292,484 1,282,164
Green Tree Asset-Backed Securities - Miscellaneous
Recreational Equip 02/15/18 6.490% 889,910 870,238
& Consumer
IFC SBAP 97-1A V/R Asset-Backed Securities - Miscellaneous
01/15/24 1,132,543 1,117,147
Massachusetts Rrb Spl Asset-Backed Securities - Miscellaneous
Purp Tr 09/15/05 6.450% 1,724,582 1,703,593
Missouri Higher Ed Ln Asset-Backed Securities - Miscellaneous
Auth Student Ln 07/25/08 1,449,751 1,450,273
Newcourt Equipment Asset-Backed Securities - Miscellaneous
Trust Secs 10/15/02 5.450% 1,245,703 1,239,050
Ryder Veh Lease Tr Asset-Backed Securities - Miscellaneous
04/15/04 6.680% 1,399,805 1,389,920
TMS SBA Ln Tr Asset-Backed Securities - Miscellaneous
01/15/25 6.730% 625,723 632,044
TMS SBA Ln Tr Asset-Backed Securities - Miscellaneous
04/15/24 6.110% 1,037,473 1,017,402
TMS SBA Ln Tr V/R Asset-Backed Securities - Miscellaneous
01/15/25 6.250% 937,640 926,663
Donaldson Lufkin & Financial & insurance corp. bonds
Jenrette Inc 04/01/02 5.875% 1,644,803 1,601,655
MBNA Master Cr Card Financial & insurance corp. bonds
Tr Ii 01/15/03 6.600% 2,563,148 2,552,397
Metropolitan Life In Financial & insurance corp. bonds
Co Surplus Nt Restr 11/01/03 6.300% 890,532 881,544
Morgan St Dean Witter Financial & insurance corp. bonds
01/15/03 7.125% 1,254,724 1,253,469
U S Treasury Bonds Government Bonds
11/15/08 8.750% 1,993,644 1,942,114
U S Treasury Notes Government Bonds
10/15/06 6.500% 1,365,881 1,346,203
U S Treasury Notes Government Bonds
11/30/01 5.875% 6,114,851 6,096,656
U S Treasury Notes Government Bonds
02/28/01 5.000% 342,910 340,687
U S Treasury Notes Government Bonds
08/31/01 5.500% 6,531,346 6,491,981
U S Treasury Notes Government Bonds
06/30/01 5.750% 450,378 447,188
U S Treas Infl Idx Note Government Bonds
01/15/07 3.375% 2,964,396 2,917,608
U S Treasury Notes Government Bonds
Trsy Infl Indx Pric 01/15/08 3.625% 1,099,466 1,077,873
Federal Home Loan U. S. Agencies Securities
Mortgage Corp. 07/01/27 6.961% 2,755,171 2,669,733
Federal Home Loan U. S. Agencies Securities
Mortgage Corp. 09/01/10 6.500% 412,904 396,139
Federal Home Loan U. S. Agencies Securities
Mortgage Corp. 09/01/11 7.000% 1,646,772 1,635,940
Federal National U. S. Agencies Securities
Mortgage Assoc. 05/01/09 7.500% 1,704,827 1,656,597
Federal National U. S. Agencies Securities
Mortgage Assoc. 11/01/03 6.000% 1,352,467 1,316,897
</TABLE>
S-2
<PAGE>
<TABLE>
<CAPTION>
(a) (b)Identity of issue, (c)Description of investment including (d)Cost (e)Current
borrower, lessor or maturity date, rate of interest, Value
similar party collateral, par or maturity value
- --- ---------------------- ------------------------------------------- ---------- -----------
<S> <C> <C> <C> <C>
Federal National U. S. Agencies Securities
Mortgage Assoc. 04/01/09 7.250% 839,657 817,874
Federal National U. S. Agencies Securities
Mortgage Assoc. 02/01/09 5.500% 1,665,635 1,599,277
Federal National U. S. Agencies Securities
Mortgage Assoc. 07/01/09 5.500% 1,660,038 1,581,835
Federal National U. S. Agencies Securities
Mortgage Assoc. 03/01/29 5.808% 429,639 423,146
Federal National U. S. Agencies Securities
Mortgage Assoc. 07/01/09 6.000% 2,792,511 2,756,688
Federal National U. S. Agencies Securities
Mortgage Assoc. 04/01/13 7.000% 853,664 847,769
Federal National U. S. Agencies Securities
Mortgage Assoc. 08/01/09 8.000% 1,536,090 1,509,108
Federal National U. S. Agencies Securities
Mortgage Assoc. 08/01/14 8.500% 895,193 884,394
Federal National U. S. Agencies Securities
Mortgage Assoc. 11/01/08 6.500% 2,499,293 2,413,046
FHA Proj Ln Cert Ser U. S. Agencies Securities
Pool # 143 Restr 03/01/19 7.430% 1,636,832 1,602,513
Government National U. S. Agencies Securities
Mortgage Assoc. 07/16/22 7.500% 1,486,250 1,457,583
Government National U. S. Agencies Securities
Mortgage Assoc. 05/16/24 8.000% 3,020,820 2,988,885
Government National U. S. Agencies Securities
Mortgage Assoc. 09/15/12 7.000% 559,218 550,122
Government National U. S. Agencies Securities
Mortgage Assoc. 12/15/07 7.000% 27,768 27,353
Government National U. S. Agencies Securities
Mortgage Assoc. 12/15/07 7.000% 339,121 334,045
Government National U. S. Agencies Securities
Mortgage Assoc. 10/15/07 7.000% 124,552 122,689
Government National U. S. Agencies Securities
Mortgage Assoc. 12/15/07 7.000% 500,837 494,177
Government National U. S. Agencies Securities
Mortgage Assoc. 09/15/08 7.000% 301,679 297,074
Government National U. S. Agencies Securities
Mortgage Assoc. 10/15/08 7.000% 462,648 455,197
Government National U. S. Agencies Securities
Mortgage Assoc. 09/15/08 7.000% 367,988 362,066
Government National U. S. Agencies Securities
Mortgage Assoc. 09/15/08 7.000% 540,467 532,872
Government National U. S. Agencies Securities
Mortgage Assoc. 10/15/08 7.000% 70,574 69,440
Government National U. S. Agencies Securities
Mortgage Assoc. 04/15/06 7.250% 691,600 676,153
Government National U. S. Agencies Securities
Mortgage Assoc. 02/15/09 8.250% 1,122,301 1,096,492
ABFS Equip Contract Tr Other Bonds
10/15/05 6.100% 712,602 694,422
Aerofreighter Fin Tr Other Bonds
12/15/09 7.850% 889,862 867,343
Amresco Independence Other Bonds
Fdg Inc 06/15/26 0.000% 1,469,656 1,469,656
Bayview Finl Other Bonds
Acquisition Tr 05/25/29 7.010% 1,501,215 1,467,453
Business Ln Ctr Inc Other Bonds
V/R Restr 01/15/25 1,269,580 1,274,055
Captec Franchise Tr Other Bonds
05/25/05 6.504% 1,800,666 1,753,038
DLJ Coml Mtg Corp Other Bonds
09/05/01 850,000 850,782
DLJ Mtg Accep Corp Other Bonds
05/15/06 7.400% 1,382,824 1,385,885
FMAC Ln Receivables Tr Other Bonds
11/15/04 5.990% 1,077,300 1,054,374
Franchise Ln Tr Other Bonds
07/15/04 6.240% 997,619 984,095
Honda Auto Receivables Other Bonds
Grantor Tr 07/15/04 5.500% 1,403,297 1,394,736
NPF Vi Inc Other Bonds
06/01/02 6.220% 1,618,454 1,559,536
PBG Equip Tr Other Bonds
01/20/12 6.270% 1,885,878 1,854,361
Ryder Veh Lease Tr Other Bonds
09/15/08 6.100% 875,747 854,858
Black Rock Financial Mutual Fund - Core Bond Fund
Management, Inc. 5,713,802 5,454,439
</TABLE>
S-3
<PAGE>
<TABLE>
<CAPTION>
(a) (b)Identity of issue, (c)Description of investment including (d)Cost (e)Current
borrower, lessor or maturity date, rate of interest, Value
similar party collateral, par or maturity value
- --- ---------------------- -------------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Brinson Trust Mutual Fund - U.S. Bond Fund 26,403,958 25,047,921
Company, Inc.
Brinson Trust Company, Mutual Fund - U.S. Stock Equity Fund 14,654,792 14,061,636
Inc.
Brinson Trust Company, Mutual Fund - BTC U.S. Cash Management 6,093,428 6,093,428
Inc. Fund
Brinson Trust Company, Mutual Fund - U.S. Equity with 197,836,011 181,608,317
Inc. Cash Fund
Brinson Trust Company, Mutual Fund - U.S. Cash Management Fund 7,812,077 7,812,077
Inc.
Mellon Capital Mutual Fund - Enhanced Asset Fund 83,279,997 83,443,899
Management Corp.
Mellon Capital Mutual Fund - Liquidity Stock 327,940,910 281,011,005
Management Corp. Index Fund
Mellon Capital Mutual Fund - EB Daily Market 7,903,381 10,087,244
Management Corp. Completion Fund
Mellon Capital Mutual Fund - EB Daily 20,195,594 19,513,510
Management Corp. Liquidity Fund
Mellon Capital Mutual Fund - EB Daily Liquidity 27,445,404 30,709,833
Management Corp. Stock Index Fund
Mellon Capital Mutual Fund - EB Daily Liquid Active 22,792,208 24,760,868
Management Corp.
Mellon Capital Mutual Fund - EB Daily Market 10,495,561 12,667,946
Management Corp. Completion
Sanford C. Bernstein Mutual Fund - International 6,211,843 6,661,305
& Co., Inc. Equity Fund
* Computer Sciences Common Stock 392,138,573 569,521,853
Corporation
* Computer Sciences Employee Loan Fund 24,067,854 24,067,854
Corporation (8.75%) (12/12/2014)
The Vanguard Group Mutual Fund - High Yield Bond Fund 3,477,085 3,369,664
The Vanguard Group Money Market Fund 51,345,379 51,345,379
* Bank of New York BNY Collective Short-Term Invst. Fund 15,534,916 15,534,916
-------------- --------------
Total Assets Held for Investment Purposes $1,400,609,820 $1,519,727,525
============== ==============
</TABLE>
*represents party in interest
S-4
<PAGE>
1999
Form 5500, Schedule H, Line 4j
Computer Sciences Corporation
EIN 95-2043126
Matched Asset Plan 001
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
Series Transactions in the Aggregate in Excess of 5%
----------------------------------------------------
<TABLE>
<CAPTION>
(a)Identity (b)Description (c)Purchase (d)Selling (g)Cost of (h)Current Value (i)Net Gain
of Party of Asset Price Price Asset of Asset on or (Loss)
Involved Transaction
Date
- ----------- -------------- ----------- ---------- ---------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
(none to report)
</TABLE>
S-5
<PAGE>
1999
Form 5500, Schedule H, Line 4j
Computer Sciences Corporation
EIN 95-2043126
Matched Asset Plan 001
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
Series Transactions in the Aggregate in Excess of 5%
----------------------------------------------------
<TABLE>
<CAPTION>
(a)Identity (b)Description (c)Purchase (d)Selling (g)Cost of (h)Current (i)Net Gain
of Party of Asset Price Price Asset Value or (Loss)
Involved of Asset on
Transaction
Date
- ------------- -------------- ------------ ------------ ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Brinson Trust Mutual Fund -
Company U.S. Bond Fund
- Purchases $ 23,576,337 $ 23,576,337 $ 23,576,337
- Sales $ 46,124,987 47,153,725 46,124,987 $(1,028,738)
Brinson Trust Mutual Fund -
Company U.S. Equity
with Cash
- Purchases 65,698,870 65,698,870 65,698,870
- Sales 127,365,481 130,838,318 127,365,481 (3,472,837)
Brinson Trust Mutual Fund -
Company U.S. BTC Cash
Management Fund
- Purchases 157,010,591 157,010,591 157,010,591
- Sales 143,105,088 143,105,088 143,105,088
Mellon Capital Mutual Fund -
Management Daily Liquidity
Stock Index
Fund
- Purchases 96,627,429 96,627,429 96,627,429
- Sales 9,000,959 11,694,034 9,000,959 (2,693,075)
The Vanguard Money Market
Group Fund
- Purchases 91,768,336 91,768,336 91,768,336
- Sales 40,422,957 40,422,957 40,422,957
Bank of New BNY Short-Term
York Money Market
Fund
- Purchases 479,987,873 479,987,873 479,987,873
- Sales 464,452,957 464,452,957 464,452,957
</TABLE>
S-6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>
Exhibit 99.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended: December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ________ to ________
Commission file number: 1-4850
A. Full title of plan and the address of the plan, if different from
that of the issuer named below: CSC Outsourcing Inc. Hourly Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
<PAGE>
TABLE OF CONTENTS
-----------------
Description Page
- ----------- ----
(a) Financial Statements:
Independent Auditors' Report......................................... 3
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998................................... 4
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998..................... 5
Notes to Financial Statements........................................ 6
(b) Exhibit:
Independent Auditors' Consent........................................ E-1
(c) Supplemental Schedules:
Schedule of Assets Held for Investment Purposes...................... S-1
Schedule of Reportable Transactions.................................. S-2
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Employee Retirement Plan Committee
Computer Sciences Corporation
El Segundo, California
We have audited the accompanying statements of net assets available for
benefits of the CSC Outsourcing Inc. Hourly Savings Plan (the "Plan") as of
December 31, 1999 and 1998, 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 auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audits 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 referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
Section C of the table of contents 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. These supplemental schedules are the
responsibility of the Plan's management. Such schedules 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 in
relation to the basic financial statements taken as a whole.
/s/Deloitte & Touche LLP
June 16, 2000
Los Angeles, California
3
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
ASSETS
Investments (Notes 2, 5, 8 and 9):
Short-term $ 10,105 $ 14,587
Long-term--at fair value
Mellon Capital Government Bond Fund 871,396 981,182
Brinson U.S. Equity Fund 1,226,663 1,591,617
CSC Stock Fund 902,723 666,915
Employee loans (Note 6) 11,670 13,983
Interest in Master Trust (Note 5) 1,818,792 1,906,881
---------- ----------
Total investments 4,841,349 5,175,165
---------- ----------
Receivables:
Participants' contributions 2,690 2,129
Employer contributions 6,047 1,412
Other 32,464 10,683
---------- ----------
Total receivables 41,201 14,224
---------- ----------
Total Assets 4,882,550 5,189,389
---------- ----------
LIABILITIES
Accrued expenses 1,841 3,641
Other 3,232 13,579
---------- ----------
Total Liabilities 5,073 17,220
---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $4,877,477 $5,172,169
========== ==========
</TABLE>
See notes to financial statements
4
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
ADDITIONS
Investment Income:
Net appreciation in fair value of
investments $ 87,154 $ 378,557
Interest 27,795 81,547
Dividends 58,511 64,841
Plan interest in Master Trust
investment income 91,977 89,229
---------- ----------
265,437 614,174
Investment management fees (7,358) (6,856)
---------- ----------
258,079 607,318
Contributions:
Employee 149,699 182,437
Employer 65,553 78,049
---------- ----------
215,252 260,486
---------- ----------
Total Additions 473,331 867,804
---------- ----------
DEDUCTIONS
Distributions to participants
(Notes 1 and 7) 768,023 765,596
---------- ----------
Total Deductions 768,023 765,596
---------- ----------
Net (Decrease) Increase (294,692) 102,208
Net assets available for benefits at
beginning of year 5,172,169 5,069,961
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS AT
END OF YEAR $4,877,477 $5,172,169
========== ==========
</TABLE>
See notes to financial statements
5
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 1 Description of the Plan
-----------------------
The following brief description of the CSC Outsourcing Inc. Hourly Savings
Plan (the "Plan"), formerly the TMD Hourly Savings Plan, of CSC Outsourcing
Inc. (the "Company") is provided for general information purposes only.
Participants should refer to the Plan document for more complete information.
The Plan became effective May 2, 1992, as a result of the Company acquiring
the Data Systems Division of General Dynamics Corporation. The Plan is
administered by a committee consisting of four members who are appointed by
the Board of Directors of the Company and serve without compensation, being
reimbursed by the Company for all expenditures incurred in the discharge of
their duties as members of the committee. The committee has the power to
interpret, construe and administer the Plan and to decide any dispute which
may arise under the Plan. The Bank of New York (the "Trustee") administers
the Plan pursuant to a Trust Agreement entered into with the Company. Certain
administrative expenses (including Trustee fees) incurred for services
rendered to the Plan are paid by the Company.
The Plan is a voluntary, contributory, defined contribution plan and is
intended to satisfy the requirements of Section 401(a) and 401(k) of the
Internal Revenue Code (the "Code"). It is also subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
The Company reserves the right to discontinue contributions and to terminate
the Plan subject to the provisions of ERISA. Upon such termination, the
participants' rights to the Company's contributions vest immediately and the
account balances are fully paid to the participants.
Eligibility and Participation
- -----------------------------
Employees are eligible to participate on specified enrollment dates if they
satisfy the Plan's service requirements, are hourly paid employees of CSC
Outsourcing Inc. and are members of a collective bargaining unit for which
participation in this Plan has been provided by negotiated agreement. A
rehired eligible employee may receive service credit for his or her previous
employment and is eligible to rejoin the Plan on the next enrollment date.
There were approximately 124 and 137 participating employees at December 31,
1999 and 1998, respectively.
6
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Employee and Company Contributions
- ----------------------------------
A participant may authorize before-tax and after-tax contributions to the
Plan subject to a maximum level of contributions (a certain percentage of
base earnings), as specified by the bargaining agreement covering the
employee. Depending on the investment election option the participant
elects, the Company will contribute, and forward to the trust fund $0.50 for
each $1.00 of the employee matched contribution together with the
participant's before-tax and after-tax contribution.
Participants in certain bargaining units who direct 100 percent of their
contributions to the Plan's stock fund will receive a monthly matching
contribution of $1.00 for each $1.00 of employee matched contributions.
Participants under certain bargaining units may contribute additional
unmatched contributions at various percentages of base earnings to a maximum
specified by the union agreement covering the employee, but only if a
participant contributes the maximum matched percentage for which he or she is
eligible. The employee's base earnings deferred and contributed to the Trust
fund cannot exceed $10,000 for calendar year 1999, the maximum allowable
under the Code. Annual after-tax contributions to the Plan (including
employee and Company matching contributions) are limited to $30,000 for each
participant. Any compensation deferral in excess of $10,000 and any after-tax
contributions with matching Company contributions in excess of $30,000,
together with income allocable to those excess contributions will be returned
to a participant. Any matching Company contributions attributable to any
excess contribution, and income allocable thereto, will either be returned to
the Company or applied to reduce future matching Company contributions.
Participants may change their investment elections as of any enrollment date
if at least a 30 day prior notice is given. However, participants under
certain circumstances may be eligible to change their investment elections
within a 30 day window period. Participants may transfer their existing
account balances in 25 percent increments. Transfer elections are effective
on the first quarterly enrollment date following receipt of a 30 day prior
notice from the participant.
Company contributions - In accordance with the provisions of the Plan, the
Trustee must promptly invest matching Company contributions paid into the
trust fund in the same funds as the participant contributions.
The Plan does not permit employees to rollover a qualified distribution from
another plan.
7
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution
and the Company's matching contribution and allocations of Plan earnings, and
is charged with an allocation of investment management fees. Allocations are
based on participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
Vesting of Participants' Interests/Forfeitures
- ----------------------------------------------
Participants are 100 percent vested at all times in their before-tax and
after-tax contribution accounts. Each participant has a vested interest in
the value of his or her Company matching contributions account and investment
earnings thereon equal to 100 percent after completing five full years of
service.
The five-year cliff vesting schedule is overridden under extraordinary
circumstances as specified in the Plan document, in which the participant (or
beneficiary(ies)) immediately becomes fully vested in all employer
contributions and earnings, regardless of his or her number of years of
service.
Any nonvested balances will be immediately forfeited from the participant's
account at termination.
Distributable Amounts, Withdrawals and Refunds
- ----------------------------------------------
The entire balance in all accounts is distributed to participants who retire,
die, become disabled, are laid-off for four consecutive weeks, are discharged
without fault, or who involuntarily enter military service. Participants who
terminate for other reasons receive their vested balances. Nonvested
balances are forfeited immediately. The amounts distributed during 1999 and
1998 totaled $768,023 and $765,596, respectively.
While still an employee, a participant may make an in-service withdrawal of
all or a portion of his or her after-tax contributions, subject to frequency
of withdrawal penalties, as well as vested Company matching contributions,
plus the earnings on those amounts. Upon at least a 30 day written notice to
the Committee, a participant may make a hardship withdrawal of his or her
before-tax and after-tax contributions, as well as vested Company matching
contributions if the Committee finds, after considering the participant's
request, that an adequate financial hardship and resulting need for such
amount has been demonstrated by the participant. Both types of withdrawals
are subject to certain restrictions as described in the Plan document. No
hardship withdrawals were made in 1999 and 1998.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
The accounting and reporting policies followed in preparation of the
financial statements of the Plan of the Company conform with accounting
principles generally accepted in the United States of America. The following
is a summary of the significant policies.
8
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reported period. Actual results could differ from
those estimates.
Assets of the Plan
- ------------------
The assets of the Plan are held in a trust with four sub-accounts. The
investment income in the respective sub-accounts is allocated to the
participants. Contributions to, and payments from, the Plan are specifically
identified to the applicable sub-accounts within the trust.
Security Transactions
- ---------------------
Security transactions are accounted for on a trade date basis. Dividend
income is recorded on the ex-dividend date. Interest income is accounted for
on the accrual basis.
In general, participants in the Stock Fund receive distributions in
certificates for shares of the common stock of the Computer Sciences
Corporation.
Valuation of Investment Securities
- ----------------------------------
Investments in common stocks and institutional investment vehicles are stated
at fair value based upon closing sales prices reported on recognized
securities exchanges on the last business day of the plan year or, for the
listed securities having no sales reported and for unlisted securities, upon
last reported bid prices on that date. Investments in short-term securities
are stated at cost which approximates fair value.
Payment of Benefits
- -------------------
Benefits are recorded when paid.
Reclassifications
- -----------------
The Plan has adopted Statement of Position 99-3, "Accounting and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure Matters."
As a result, a reclassification of the prior year's financial statements has
been made to eliminate the by-fund disclosures.
Note 3 Income Tax Status
-----------------
The Internal Revenue Service has determined and informed the Company by a
letter dated June 1, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
9
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
The Committee believes that the Plan is designed and operated to qualify
under Section 401(a) of the Code and, with respect to its qualified cash or
deferred arrangement, under Section 401(k) of the Code. Since the
requirements of Section 401(k) of the Code are satisfied, the following tax
consequences result:
(i) A participant is not subject to federal income tax on Company
contributions to the Plan or on income or realized gains in Plan Accounts
attributable to the participant until a distribution from the Plan is made to
him or her.
(ii) The participant is able to exclude from his or her income for federal
income tax purposes, the amount of his or her compensation deferral
contributions, subject to a maximum exclusion of $10,000 for 1999 and 1998
taxable years of the participant, respectively.
(iii) On distribution of a participant's vested interest in the Plan, the
participant generally is subject to federal income taxation, except that: (1)
tax on "net unrealized appreciation" on any Computer Sciences Corporation
stock distributed as a part of a "lump sum distribution" generally would be
deferred until the participant disposes of such stock, and (2) tax may be
deferred to the extent the participant is eligible for and complies with
certain rules permitting the "rollover" of a qualifying distribution to
another retirement plan, or individual retirement account.
Note 4 Reconciliation of Financial Statements to Form 5500
---------------------------------------------------
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Net assets available for benefits per
the financial statements $4,877,477 $5,172,169
Amounts allocated to withdrawing
Participants (77,379) (167,744)
---------- ----------
Net assets available for benefits per
Form 5500 $4,800,098 $5,004,425
========== ==========
</TABLE>
10
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
1999 1998
---------- ----------
<S> <C> <C>
Benefits paid to participants per the
financial statements $ 768,023 $ 765,596
Add: Amounts allocated to withdrawing
participants at December 31, 1999 77,379 167,744
Less: Amounts allocated to withdrawing
participants at December 31, 1998 (167,744) (29,969)
---------- ----------
Benefits paid to participants per the Form 5500 $ 677,658 $ 903,371
========== ==========
</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
December 31, 1999 but not yet paid as of that date.
Note 5 Investment Funds
----------------
Participant contributions - Subject to rules the bargaining units have
adopted, each participant has the right to designate one or more of the
following investment funds established by the Committee for the investment of
his or her compensation deferral contributions and after-tax contributions in
percentages determined by the bargaining units.
The Fixed Income Fund
- ---------------------
The Fixed Income Fund represents holdings of units in a Master Trust
investment vehicle and is managed by BlackRock Financial Management. The
investment portfolio is actively managed and consists of short-term (1-3
year) fixed income instruments which include: U.S. Treasury and agency
securities, corporate bonds, mortgage-backed securities and asset-backed
fixed income securities. All of the Fund's assets are rated single-A or
better at the time of purchase and all securities must be U.S dollar
denominated. All new cash flows into the Fund are invested in this actively
managed bond fund. At December 31, 1999 and 1998, the Plan's interest in the
net assets of the Master Trust was approximately 8% and 0.97%, respectively.
Investment income and administrative expenses relating to the Master Trust
are allocated to individual plans based upon average monthly balances
invested by each plan.
11
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
The following table represents the fair value of investments for the Master
Trust.
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Investments at fair value:
Corporate bonds $10,683,212 $118,380,288
U.S. government securities 8,885,921 57,684,732
Other bonds 2,358,608 16,164,613
Short-term investments 233,323 3,777,721
Accrued income 160,208 966,721
----------- ------------
$22,321,272 $196,974,075
=========== ============
</TABLE>
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Investment income:
Net (depreciation) appreciation in fair
value of investments $ (599,954) $ 1,731,522
Interest:
Corporate bonds 705,454 6,710,396
U.S. government securities 466,200 3,786,462
Other bonds 131,971 691,664
Short-term investments 73,592 365,214
----------- ------------
777,263 13,285,258
Less investment management fees (125,183) (227,349)
----------- ------------
$ 652,080 $ 13,057,909
=========== ============
</TABLE>
12
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Mellon Capital Government Bond Fund
- -----------------------------------
This fund is invested in bonds issued or guaranteed by the U.S. Government or
U.S. Government agencies. The Fund is managed by Mellon Capital with the
objective of tracking to the Intermediate Government Bond Index.
The Brinson U.S. Equity Fund
- ----------------------------
The Active Equity Fund is managed by Brinson Partners, Inc. The Fund is
broadly diversified by issue and industry relative to the Wilshire 5000
index. The Fund is typically invested in 70% large capitalization and 30%
intermediate and small capitalization stocks. The Fund may hold up to 50% in
cash equivalents for portfolio risk management purposes. The Fund's
objective is to maximize risk-adjusted total returns relative to the Wilshire
5000 index over a full economic cycle.
The CSC Stock Fund
- ------------------
Amounts allocated to this investment alternative will be used to purchase
shares of Computer Sciences Corporation common stock that are held for the
benefit of the participant. The performance of this investment depends upon
the performance of Computer Sciences Corporation's stock. The Trustee may
purchase Computer Sciences Corporation stock on national securities exchanges
or elsewhere.
Note 6 Participant Loans
-----------------
The Plan has a loan provision in place which is available to participants
covered by certain bargaining units. The Plan allows participants to borrow
from their vested account balances from a minimum of $500 up to a maximum of
$50,000 or 50% of their vested account, subject to certain limitations. The
loans bear interest at the prime rate quoted in the Wall Street Journal plus
1%, which is set on a quarterly basis.
Loan terms range from 1-5 years or up to 15 years for purchase of a primary
residence. Loans are recorded at cost, which approximate fair value, on the
Statement of Net Assets Available for Benefits.
The loans (which are accounted for in the Loan Fund) are deducted from the
participants' accounts according to a priority specified in the Plan's loan
rules and, within each account, pro rata from the funds based on their
balances at the time. Loan repayments are reinvested in the participants'
funds according to their current investment election. The repayments are
similarly allocated among participants' accounts according to the priority
specified in the Plan's rules.
Note 7 Benefits Payable
----------------
As of December 31, 1999 and 1998, net assets available for benefits included
benefits of $77,379 and $167,744, respectively, due to participants who have
withdrawn from participation in the Plan.
13
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 8 Investments 1999
----------------
<TABLE>
<CAPTION>
Principal Fair Value
Amount or Contract
or Shares Cost Value
------------- ------------ ------------
<S> <C> <C> <C>
Fixed Income Fund
Interest in Master Trust* sh. 3,090,800 $1,849,074 $1,818,792
BNY Short-Term Money Market Fund 2,064 2,064 2,064
Mellon Capital Government Bond Fund
Mellon Capital:
Government Bond Fund* sh. 6,107 903,803 871,396
Temporary Investment Fund 122 122 122
BNY Short-Term Money Market Fund 3,198 3,198 3,198
Brinson U.S. Equity Fund
Brinson Partners Inc.:
U.S. Equity Portfolio* sh. 3,447 752,643 1,226,663
U.S. Cash Management Fund 2 2 2
BNY Short-Term Money Market Fund 3,646 3,646 3,646
CSC Stock Fund
Computer Sciences Common Stock* sh. 9,540 247,741 902,723
BNY Short-Term Money Market Fund 1,073 1,073 1,073
Employee Loan Fund
Participant Loan $ 11,670 11,670 11,670
---------- ----------
$3,775,036 $4,841,349
========== ==========
Total Long-Term Investments $3,764,931 $4,831,244
Total Short-Term Investments 10,105 10,105
---------- ----------
$3,775,036 $4,841,349
========== ==========
</TABLE>
*represents investments greater than 5% of net assets
14
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 8 Investments 1998
----------------
<TABLE>
<CAPTION>
Principal Fair Value
Amount or Contract
or Shares Cost Value
------------- ---------- -----------
<S> <C> <C> <C>
Fixed Income Fund
Interest in Master Trust* sh. 3,080,507 $1,188,504 $1,906,881
BNY Short-Term Money Market Fund 1,610 1,610 1,610
Mellon Capital Government Bond Fund
Mellon Capital:
Government Bond Fund* sh. 6,921 964,200 981,182
Temporary Investment Fund 73 73 73
BNY Short-Term Money Market Fund 1,185 1,185 1,185
Brinson U.S. Equity Fund
Brinson Partners Inc.:
U.S. Equity Portfolio* sh. 4,155 830,813 1,591,617
U.S. Cash Management Fund 2 2 2
BNY Short-Term Money Market Fund 7,335 7,335 7,335
CSC Stock Fund
Computer Sciences Common Stock* Sh. 10,380 222,716 666,915
BNY Stort-Term Money Market Fund 4,382 4,382 4,382
Employee Loan Fund
Participant Loan $ 13,983 13,983 13,983
---------- ----------
$3,234,803 $5,175,165
========== ==========
Total Long-Term Investments $3,220,216 $5,160,578
Total Short-Term Investments 14,587 14,587
---------- ----------
$3,234,803 $5,175,165
========== ==========
</TABLE>
*represents investments greater than 5% of net assets
15
<PAGE>
CSC OUTSOURCING INC. HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 9 Investments
-----------
The Plan's investments are held in a bank-administered trust-fund. The
following table presents investments.
<TABLE>
<CAPTION>
December 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Investments a Fair Value as Determined by
Quoted Market Price
CSC Company Stock $ 902,723 $ 666,915
Plan interest in Master Trust 1,818,79 1,906,881
Interest in registered investments companies:
Mellon Capital Government Fund 871,396 981,182
Brinson U.S. Equity Fund 1,226,663 1,591,617
Other short-term investments 10,105 14,587
---------- ----------
4,829,679 5,161,182
Investments at Estimated Fair Value
Employee loan fund 11,670 13,983
---------- ----------
11,670 13,983
---------- ----------
$4,841,349 $5,175,165
---------- ----------
</TABLE>
During 1999 and 1998 the Plan's investments (including bought, sold, and held
during the year) appreciated in value by $87,154 and $378,557, respectively,
as follows:
Net Change in Fair Value
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Investments a Fair Value as Determined by
Quoted Market Price
CSC Company Stock $ 296,281 $ 232,066
Plan interest in Master Trust (30,399) 3,497
Interest in registered investments companies:
Mellon Capital Government Fund (52,410) 15,495
Brinson U.S. Equity Fund (126,318) 127,499
---------- ----------
Net change in fair value $ 87,154 $ 378,557
========== ==========
</TABLE>
16
<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 OUTSOURCING INC. HOURLY SAVINGS PLAN
Date: June 28, 2000 By: /s/ LEON J. LEVEL
-----------------------------------
Leon J. Level
Chairman,
Computer Sciences Corporation
Retirement Plans Committee
17
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Computer Sciences Corporation
Registration Statement No. 333-00757 on Form S-8 of our report dated June 16,
2000, appearing in this Annual Report on Form 11-K of the CSC Outsourcing
Inc. Hourly Savings Plan for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
June 28, 2000
E-1
<PAGE>
1999
Form 5500, Schedule H, Line 4i
CSC Outsourcing Inc. Hourly Savings Plan
EIN 88-0276684
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
- -----------------------------------------------
<TABLE>
<CAPTION>
(a) (b)Identity of issue, (c)Description of investment including (d)Cost (e)Current
borrower, lessor or maturity date, rate of interest, Value
similar party collateral, par or maturity value
- --- ---------------------- ------------------------------------------- ---------- -----------
<S> <C> <C> <C> <C>
Mellon Capital Mutual Fund - Government Bond Fund $ 903,803 $ 871,396
Management Corp.
Brinson Trust Mutual Fund - U.S. Equity Portfolio 752,643 1,226,663
Company, Inc.
* Computer Sciences Common Stock 247,741 902,723
Corporation
* Computer Sciences Employee Loan Fund (9.25%, 3/29/02) 11,670 11,670
Corporation
Brinson Trust U.S. Cash Management Fund 2 2
Company, Inc.
Mellon Capital Mellon Bank Temporary Investment Fund 122 122
Management Corp.
* Bank of New York BNY Short-Term Money Market Fund 9,981 9,981
---------- ----------
Total Assets Held for Investment Purposes $1,925,962 $3,022,557
========== ==========
</TABLE>
* represents party in interest
S-1
<PAGE>
1999
Form 5500, Schedule H, Line 4j
CSC Outsourcing Inc. Hourly Savings Plan
EIN 88-0276684
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
Single Transactions in Excess of 5%
<TABLE>
<CAPTION>
(a)Identity (b)Description (c)Purchase (d)Selling (g)Cost of (h)Current Value (i)Net Gain
of Party of Asset Price Price Asset of Asset on or (Loss)
Involved Transaction
Date
- ----------- -------------- ----------- ---------- ---------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
None to report
</TABLE>
S-2
<PAGE>
1999
Form 5500, Schedule H, Line 4j
CSC Outsourcing Inc. Hourly Savings Plan
EIN 88-0276684
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
Series Transactions in the Aggregate in Excess of 5%
<TABLE>
<CAPTION>
(a)Identity (b)Description (c)Purchase (d)Selling (g)Cost of (h)Current (i)Net Gain
of Party of Asset Price Price Asset Value or (Loss)
Involved of Asset on
Transaction
Date
- ------------- -------------- ----------- ---------- ---------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Bank of New BNY Short-Term
York Money Market
Fund
- Purchases $812,978 $812,978 $812,978
- Sales $817,507 817,507 817,507
Mellon Guaranteed
Intermediate Investment
Gov't Bond Contract
- Purchases 71,148 71,148 71,148
- Sales 128,524 128,524 128,524 $ (3,021)
Brinson U.S.
Equity with
Cash Fd
- Purchases 128,277 128,277 128,277
- Sales 366,914 366,914 366,914 160,466
</TABLE>
S-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>
Exhibit 99.3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended: December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ________ to ________
Commission file number: 1-4850
A. Full title of plan and the address of the plan, if different from
that of the issuer named below: CSC Outsourcing Inc. CUTW Hourly Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
<PAGE>
TABLE OF CONTENTS
-----------------
Description Page
- ----------- ----
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998....................................... 3
Statements of Changes in Net Assets Available for Benefits
As of December 31, 1999 and 1998....................................... 4
Notes to the Financial Statements....................................... 5
2
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Assets
Investments (Note 2, 5, 8 and 9):
Short-term $ 6,306 $ 8,094
Long-term - at fair value:
Brinson U.S. Bond Fund 53,849 57,871
Brinson U.S. Stock Fund 30,754 25,748
Mellon Enhanced Asset Fund 14,087 7,151
Brinson U.S. Equity Fund 272,764 284,552
Mellon Stock Index Fund 135,403 117,654
CSC Company stock 1,001,133 676,231
Employee Loans (Note 6) 29,555 27,660
Plan interest in Master Trust 177,509 151,592
---------- ----------
Total Investments 1,721,360 1,356,553
---------- ----------
Receivables:
Employee Contributions 8,622 1,715
Employer Contributions 800 750
Other Receivables 6,380 966
---------- ----------
Total Receivables 15,802 3,431
---------- ----------
Total Assets 1,737,162 1,359,984
---------- ----------
Liabilities
Accounts Payable 13,309 13,494
---------- ----------
Total Liabilities 13,309 13,494
---------- ----------
Net Assets Available for Benefits $1,723,853 $1,346,490
========== ==========
</TABLE>
See Notes to Financial Statements
3
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
ADDITIONS
Investment Income:
Net appreciation in fair value of
investments (Note 9) $ 295,016 $ 266,598
Interest 352 563
Dividends 16,758 13,449
Plan interest in Master Trust
investment income 8,569 9,551
---------- ----------
320,695 290,161
Less Investment Management Fees (1,328) (1,191)
---------- ----------
319,367 288,970
Contributions:
Employee 120,105 107,697
Employer 37,058 49,488
---------- ----------
157,163 157,185
---------- ----------
Total Additions 476,530 446,155
DEDUCTIONS
Distributions to Participants
(Notes 1 and 7) 99,167 41,203
---------- ----------
Total Deductions 99,167 41,203
---------- ----------
Net Increase 377,363 404,952
---------- ----------
Net Assets Available for Benefits:
Beginning of Year 1,346,490 941,538
---------- ----------
End of Year $1,723,853 $1,346,490
========== ==========
</TABLE>
See Notes to Financial Statements
4
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 1 Description of the Plan
-----------------------
The following brief description of the CSC Outsourcing Inc. CUTW Hourly
Savings Plan (the "Plan") of CSC Outsourcing Inc. (the "Company") is
provided for general information purposes only. Participants should refer to
the Plan document for more complete information.
The Plan became effective August 5, 1995, as a result of the Company
acquiring certain employees of the Southern New England Telephone Company.
The Plan is administered by a Committee consisting of four members (the
"Committee) who are appointed by the Board of Directors of the Company and
serve without compensation, being reimbursed by the Company for all
expenditures incurred in the discharge of their duties as members of the
Committee. The Committee has the power to interpret, construe and administer
the Plan and to decide any dispute which may arise under the Plan. The Bank
of New York (the "Trustee"), administers the Trust pursuant to a Trust
Agreement entered into with the Company. All administrative expenses incurred
for services rendered to the Plan shall be paid from the Trust to the extent
not paid by the Company.
The Plan is a voluntary, contributory, defined contribution plan and is
intended to satisfy the requirements of Section 401(a) and 401(k) of the
Internal Revenue Code (the "Code"). It is also subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
The Company reserves the right to discontinue contributions and to terminate
the Plan at anytime. Upon such termination, the participants' rights to the
Company's contributions vest immediately and the account balances are fully
paid to the participants.
Eligibility and Participation
- -----------------------------
Employees are eligible to participate on specified enrollment dates if they
satisfy the Plan's eligibility requirements, are hourly paid employees of CSC
Outsourcing Inc. and are members of a collective bargaining unit for which
participation in this Plan has been provided by negotiated agreement. A
rehired eligible employee is eligible to rejoin the Plan on the next
enrollment date.
There were approximately 61 and 65 participating employees at December 31,
1999 and 1998, respectively.
5
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Employee and Company Contributions
- ----------------------------------
A participant may authorize before-tax and after-tax contributions to the
Plan subject to a maximum level of contributions (a certain percentage of
base earnings), as specified by the bargaining agreement covering the
employee. The Company will contribute, and forward to the Trust fund 66 2/3%
of the first 1% to 6% for the employee matched contribution together with the
participant's before-tax and after-tax contribution.
The employee base earnings deferred and contributed to the Trust fund cannot
exceed $10,000 for calendar years 1999 and 1998, respectively, the maximum
allowable under the Code. Annual after-tax contributions to the Plan
(including employee and Company matching contributions) are limited to
$30,000 for each participant. Any compensation deferral in excess of $10,000
and any after-tax contributions with matching Company contributions in excess
of $30,000, together with income allocable to those excess contributions will
be returned to a participant. Any matching Company contributions
attributable to any excess contribution, and income allocable thereto, will
either be returned to the Company or applied to reduce future matching
Company contributions.
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution
and allocations of the Company's contribution and Plan earnings, and is
charged with an allocation of investment management fees. Allocations are
based on participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
Vesting of Participants' Interests/Forfeitures
- ----------------------------------------------
Participants are 100 percent vested at all times in their before-tax, after-
tax contribution and Company matching accounts.
Distributable Amounts, Withdrawals and Refunds
- ----------------------------------------------
The entire balance in all accounts for participants who retire, die, become
disabled, or are discharged is distributed according to the provisions of the
Plan. There are no forfeitures. The amounts distributed during 1999 and 1998,
excluding hardship withdrawls, totaled $99,167 and $3,161, respectively.
6
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
While still an employee, a participant may make an in-service withdrawal of
all or a part of the vested portion of his or her accounts attributable to
their contributions, as well as vested Company matching contributions, plus
the earnings on those amounts subject to the provisions of the Plan. Upon
written notice to the Committee, a participant may make a hardship withdrawal
of his or her before-tax and after-tax contributions, as well as Company
matching contributions if the Committee finds, after considering the
participant's request, that an adequate financial hardship and resulting need
for such amount has been demonstrated by the participant. A participant may
request a hardship withdrawal only if he or she first takes a loan of any
available monies in the Plan. Both types of withdrawals are subject to
certain restrictions as described in the Plan document. No hardship
withdrawals were made in 1999 but $38,042 were made in 1998.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
The accounting and reporting policies followed in preparation of the
financial statements of the Plan of the Company conform with accounting
principles generally accepted in the United States of America. The following
is a summary of the significant policies.
Assets of the Plan
- ------------------
The assets of the Plan are held in a trust with five sub-accounts, which
represents the investment options. The investment income in the respective
sub-accounts is allocated to the participants. Contributions to, and
payments from, the Plan are specifically identified to the applicable sub-
accounts within the Trust.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reported period. Actual results could differ from
those estimates.
Security Transactions
- ---------------------
Security transactions are accounted for on a trade date basis. Dividend
income is recorded on the ex-dividend date. Interest income is accounted for
on the accrual basis.
Participants in the Stock Fund may elect to receive distributions in
certificates for shares of the common stock of Computer Sciences Corporation.
7
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Valuation of Investment Securities
- ----------------------------------
Investments in common stocks and mutual funds are stated at fair value based
upon closing sales prices reported on recognized securities exchanges on the
last business day of the month or, for the listed securities having no sales
reported and for unlisted securities, upon last reported bid prices on that
date. Investments in certificates of deposit, money market funds and
corporate debt instruments (commercial paper) are stated at cost which
approximates fair value.
Payment of Benefits
- -------------------
Benefits are recorded when paid.
Reclassifications
- -----------------
The Plan has adopted Statement of Position 99-3, "Accounting and Reporting of
Certain Defined Contribution Plan Investments and other Disclosure Matters."
As a result, a reclassification of the prior year's financial statements has
been made to eliminate the by-fund disclosures.
Note 3 Income Tax Status
-----------------
The Company will apply for a determination letter from the Internal Revenue
Service substantiating that the Plan, as amended, qualifies under Section
401(a) of the Code and, with respect to its qualified cash or deferred
arrangement, under Section 401(k) of the Code. The Committee believes the
Plan is designed and operated to qualify as such. When the requirements of
Section 401(k) of the Code are satisfied, the following tax consequences
result:
(i) A participant is not subject to federal income tax on Company
contributions to the Plan or on income or realized gains in Plan Accounts
attributable to the participant until a distribution from the Plan is made to
him or her.
(ii) The participant is able to exclude from his or her income for federal
income tax purposes, the amount of his or her compensation deferral
contributions, subject to a maximum exclusion of $10,000 for 1999 and 1998
taxable years of the participants.
(iii) On distribution of a participant's vested interest in the Plan, the
participant generally is subject to federal income taxation, except that: (1)
tax on "net unrealized appreciation" on any Computer Sciences Corporation
stock distributed as a part of a "lump sum distribution" generally is
deferred until the participant disposes of such stock, and (2) tax may be
deferred to the extent the participant is eligible for and complies with
certain rules permitting the "rollover" of a qualifying distribution to
another retirement plan, or individual retirement account.
8
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 4 Reconciliation of Financial Statements to Form 5500
---------------------------------------------------
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Net assets available for benefits per
the financial statements $1,723,853 $1,346,490
Amounts allocated to withdrawing
participants (51) (1,075)
---------- ----------
Net assets available for benefits
per Form 5500 $1,723,802 $1,345,415
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998
---------- ----------
<S> <C> <C>
Benefits paid to participants per the financial
Statements $99,167 $41,203
Add: Amounts allocated to withdrawing participants
at December 31, 1999 51 1,075
Less: Amounts allocated to withdrawing participants
at December 31, 1998 (1,075) (4,237)
------- -------
Benefits paid to participants per the Form 5500 $98,143 $38,041
======= =======
</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
December 31, 1999 but not paid as of that date.
Note 5 Investment Funds
----------------
Participant contributions - Subject to rules the bargaining unit has adopted,
each participant has the right to designate one or more of the following
investment funds established by the Committee for the investment of his or
her compensation deferral contributions and after-tax contributions in
percentages determined by the bargaining unit.
9
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
The Fixed Income Fund
- ---------------------
The Fixed Income Fund represents holdings of units in a Master Trust
investment vehicle and is managed by BlackRock Financial Management. The
investment portfolio is actively managed and consists of short-term (1-3
year) fixed income instruments which include: U.S. Treasury and agency
securities, corporate bonds, mortgage-backed securities and asset-backed
fixed income securities. All of the Fund's assets are rated single-A or
better at the time of purchase and all securities must be U.S. dollar
denominated. All new cash flows into the Fund are invested in this actively
managed bond fund. At December 31, 1999 and 1998, the Plan's interest in the
net assets of the Master Trust was approximately 1% and .08%, respectively.
Investment income and administrative expenses relating to the Master Trust
are allocated to individual plans based upon average monthly balances
invested by each plan.
The following table represents the fair value of investments for the Master
Trust.
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Investments at fair value:
Corporate bonds $ 10,683,212 $118,380,288
U.S. government securities 8,885,921 57,684,732
Other bonds 2,358,608 16,164,613
Short-term investments 233,323 3,777,721
Accrued income 160,208 966,721
------------ ------------
$ 22,321,272 $196,974,075
============ ============
</TABLE>
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Investment income:
Net appreciation (depreciation) in
fair value of investments investments $ (599,954) $ 1,731,522
Interest:
Corporate bonds 705,454 6,710,396
U.S. government securities 466,200 3,786,462
Other bonds 131,971 691,664
Short-term investments 73,592 365,214
------------ ------------
777,263 13,285,258
Less investment management fees (125,183) (227,349)
------------ ------------
$ 652,080 $ 13,057,909
============ ============
</TABLE>
10
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
The Balanced Fund
- -----------------
The Balanced Fund is co-managed by Brinson Partners, Inc. (approximately 86%
as of December 31, 1999) and Mellon Capital Management (approximately 14% as
of December 31, 1999). The Balanced Fund is invested in an actively managed
combination of U.S. equity securities, U.S. fixed income securities and cash
equivalents. The U.S. equity portfolio consists of large, intermediate and
small company stocks. The bond portfolio consists primarily of U.S.
Treasury, government agency and corporate issues. This Fund's objective is to
maximize risk-adjusted total returns relative to the U.S. Balanced Index over
a full economic cycle.
The Active Equity Fund
- ----------------------
The Active Equity Fund is managed by Brinson Partners, Inc. The Fund is
broadly diversified by issue and industry relative to the Wilshire 5000
index. The Fund is typically invested in 70% large capitalization and 30%
intermediate and small capitalization stocks. The Fund may hold up to 50% in
cash equivalents for portfolio risk management purposes. The Fund's objective
is to maximize risk-adjusted total returns relative to the Wilshire 5000
index over a full economic cycle.
The Stock Index Fund
- --------------------
The Fund is managed by Mellon Capital Management. The objective of the Fund
is to modestly exceed the performance of the Standard & Poor's 500 Stock
Index. The Stock Index Fund either invests in a stock portfolio designed to
track the performance of the S&P Stock Index and/or creates a synthetic S&P
500 portfolio using (unleveraged) financial futures and options. Assets used
as collateral for futures/options positions are comprised of various market
or debt instruments.
The Company Stock Fund
- ----------------------
Amounts allocated to this investment alternative will be used to purchase
shares of Computer Sciences Corporation common stock which will be held for
the benefit of the participant. The performance of this fund will depend
upon the performance of Computer Sciences Corporation stock. The Trustee may
purchase Computer Sciences Corporation stock on national securities exchanges
or elsewhere.
11
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
In accordance with rules established by the Committee, participants may
change their investment elections as of the first day of the first payroll
period in the month, if filed within the prescribed time, by delivering an
election form to the Company. Participants may transfer their existing
account balances in 1 percent increments. Transfer elections are effective
as of the first day of the month, or the second month if the participant's
election form is not filed within the time prescribed by the Committee,
following the month in which the participant files his election form with the
Company.
Company contributions - In accordance with the provisions of the Plan, the
Trustee must promptly invest matching Company contributions paid into the
Trust fund in the same fund as the participant contributions.
Note 6 Participant Loans
-----------------
The Plan has a loan provision in place which is available to participants
covered by the bargaining unit. As of December 31, 1999 and 1998, $29,555
and $27,660 of loans were outstanding, respectively.
The loans (which are accounted for in the Loan Fund) are deducted from the
participants' accounts according to a priority specified in the Plan's loan
rules and, within each account, pro rata from the funds based on their
balances at the time. Loan repayments are reinvested in the participants'
funds according to their current investment election. The repayments are
similarly allocated among participants' accounts according to the priority
specified in the Plan's rules.
Note 7 Benefits Payable
----------------
As of December 31, 1999 and 1998, net assets available for benefits included
benefits of $51 and $1,075, respectively, due to participants who have
withdrawn from participation in the Plan.
12
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 8 Investments 1999
----------------
<TABLE>
<CAPTION>
Shares/Units Cost Fair Value
------------ ---------- ----------
<S> <C> <C> <C>
Fixed Income Fund
Plan Interest in Master Trust sh. 107,243 $ 180,871 $ 177,509
Balanced Fund
Brinson Trust Company Inc.
U.S. Bond Fund sh. 409 55,310 53,849
U.S. Stock Fund sh. 78 22,420 30,754
Mellon EB Enhanced Asset Allocation sh. 39 13,366 14,087
Mellon Temporary Investment Fund sh. 47 47 47
BNY Short-Term Money Market Fund sh. 1,045 1,045 1,045
Active Equity Fund
Brinson Trust Company, Inc.
U.S. Equity Portfolio sh. 766 213,009 272,764
BNY Short-Term Money Market Fund sh. 307 307 307
Stock Index Fund
Mellon EB Stock Index Fund sh. 284 87,754 135,403
Mellon Temporary Investment Fund sh. 368 368 368
BNY Short-Term Money Market Fund sh. 1,079 1,079 1,079
Company Stock Fund
Computer Sciences Common Stock sh. 10,580 454,224 1,001,133
BNY Short-Term Money Market Fund sh. 3,460 3,460 3,460
CSC Employee Loan Fund
Participant Loans $ 29,555 29,555 29,555
---------- ----------
$1,062,815 $1,721,360
========== ==========
Total Long-Term Investments $1,056,509 $1,715,054
Total Short-Term Investments 6,306 6,306
---------- ----------
$1,062,815 $1,721,360
========== ==========
</TABLE>
13
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 8 Investments 1998
----------------
<TABLE>
<CAPTION>
Shares/Units Cost Fair Value
------------ ---------- ----------
<S> <C> <C> <C>
Fixed Income Fund
Plan Interest in Master Trust sh. 44,409 $ 152,183 $ 151,592
BNY Short-Term Money Market Fund sh. 905 905 905
Balanced Fund
Brinson Trust Company Inc.
U.S. Bond Fund sh. 442 55,654 57,871
U.S. Stock Fund sh. 63 16,041 25,748
Mellon EB Enhanced Asset Allocation sh. 21 6,566 7,151
Mellon Temporary Investment Fund sh. 174 174 174
BNY Short-Term Money Market Fund sh. 2,355 2,355 2,355
Active Equity Fund
Brinson Trust Company, Inc.
U.S. Equity Portfolio sh. 743 198,141 284,552
BNY Short-Term Money Market Fund sh. 62 62 62
Stock Index Fund
Mellon EB Stock Index Fund sh. 298 80,064 117,654
Mellon Temporary Investment Fund sh. 417 417 417
BNY Short-Term Money Market Fund sh. 21 21 21
Company Stock Fund
Computer Sciences Common Stock sh. 10,525 419,017 676,231
BNY Short-Term Money Market Fund sh. 4,160 4,160 4,160
CSC Employee Loan Fund
Participant Loans $ 27,660 27,660 27,660
---------- ----------
$ 963,420 $1,356,553
========== ==========
Total Long-Term Investments $ 955,326 $1,348,459
Total Short-Term Investments 8,094 8,094
---------- ----------
$ 963,420 $1,356,553
========== ==========
</TABLE>
14
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Note 9 Investments
-----------
The Plan's investment are held in a bank-administered trust-fund. The
following table presents investments. Investments that represent 5 percent or
more the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
December 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Investments a Fair Value as Determined by
Quoted Market Price
CSC Company Stock $1,001,133 $ 676,231
Plan interest in Master Trust 177,509 151,592
Interest in registered investment companies:
Brinson U.S. Equity Fund 272,764 284,552
Mellon Stock Index Fund 135,403 117,654
Other mutual funds 98,690 90,770
Other short-term investments 6,306 8,094
---------- ----------
1,691,805 1,328,893
---------- ----------
Investments at Estimated Fair Value
Employee Loan Fund 29,555 27,660
---------- ----------
29,555 27,660
---------- ----------
Total investments $1,721,360 $1,356,553
========== ==========
</TABLE>
During 1999 and 1998 the Plan's investments (including bought, sold, and held
during the year) appreciated in value by $295,016 and $266,598, respectively,
as follows:
Net Change in Fair Value
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Investments at Fair Value as Determined by
Quoted Market Price
CSC Company Stock $ 310,006 $ 220,440
Plan interest in Master Trust (2,771) 430
Interest in registered investment companies:
Brinson U.S. Bond Fund (4,460) 4,471
Mellon EB Enhanced Allocation Fund 136 585
Brinson U.S. Equity Fund (25,397) 21,045
Mellon Stock Index Fund 17,502 19,627
---------- ----------
Net change in fair value $ 295,016 $ 266,598
========== ==========
</TABLE>
15
<PAGE>
CSC OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
For the Two Years Ended December 31, 1999
Nonparticipant-Directed Investment
- ----------------------------------
In accordance with the provisions of the Plan, the Trustee must promptly
invest matching Company contributions paid into the trust fund in the Company
Stock Fund. An exception is in the case of a participant who has (i) attained
at least age 59 1/2, or (ii) has been credited with at least five years of
service and has attained at least age 55 and has made an election to
designate different Funds. However, employee contributions are participant-
directed to any of the five sub-accounts representing the investment options.
Information about the net assets and the significant componets of the changes
in net assets relating to the nonparticipant-directed investments is as
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Changes in Net Assets of CSC Company stock:
Employee contributions $ 65,864 $ 58,389
Company contributions 37,058 49,488
Transfer to other investment funds (8,444) 10,878
Net appreciation 310,006 220,440
Benefits paid to participants (Note 9) (79,582) (33,704)
-------- --------
$324,902 $305,491
======== ========
</TABLE>
15
<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 OUTSOURCING INC. CUTW HOURLY SAVINGS PLAN
Date: June 28, 2000 By: /s/ LEON J. LEVEL
-----------------------------------------
Leon J. Level
Chairman,
Computer Sciences Corporation
Retirement Plans Committee
</PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----