<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 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
COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 95-2043126
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
168,386,805 shares of Common Stock, $1.00 par value, were outstanding on
October 27, 2000.
<PAGE>
COMPUTER SCIENCES CORPORATION
Index to Form 10-Q
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Statements of Income, Second Quarter and
Six Months Ended September 29, 2000 and October 1, 1999 ........ 3
Consolidated Condensed Balance Sheets,
September 29, 2000 and March 31, 2000 .......................... 4
Consolidated Condensed Statements of Cash Flows,
Six Months Ended September 29, 2000 and October 1, 1999 ........ 5
Notes to Consolidated Condensed Financial Statements .............. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............ 10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk .............................................. 14
PART II. OTHER INFORMATION
Item 4. Submission of matters to a Vote of Security-Holders .......... 15
Item 6. Exhibits and Reports on Form 8-K ............................. 16
2
<PAGE>
<TABLE>
PART I, ITEM 1. FINANCIAL STATEMENTS
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)
<CAPTION>
Second Quarter Ended Six Months Ended
---------------------- ----------------------
(In millions except Sept. 29, Oct. 1, Sept. 29, Oct. 1,
per share amounts) 2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $2,498.9 $2,232.0 $4,962.2 $4,435.4
-------- -------- -------- --------
Costs of services 1,978.6 1,763.1 3,947.4 3,510.6
Selling, general
and administrative 181.2 188.5 374.4 389.2
Depreciation and
amortization 157.3 129.7 300.1 248.4
Interest expense 23.2 14.4 39.8 28.2
Interest income (4.0) (4.2) (7.6) (9.3)
-------- -------- -------- --------
Total costs and expenses 2,336.3 2,091.5 4,654.1 4,167.1
-------- -------- -------- --------
Income before taxes 162.6 140.5 308.1 268.3
Taxes on income 53.6 47.4 103.1 90.6
-------- -------- -------- --------
Net income $ 109.0 $ 93.1 $ 205.0 $ 177.7
======== ======== ======== ========
Earnings per share (note A):
Basic $ .65 $ .56 $ 1.22 $ 1.07
======== ======== ======== ========
Diluted $ .64 $ .55 $ 1.20 $ 1.05
======== ======== ======== ========
</TABLE>
[FN]
See accompanying notes.
3
<PAGE>
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
Sept. 29, March 31,
(In millions) 2000 2000
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 135.1 $ 260.4
Receivables 2,517.4 2,191.5
Prepaid expenses and other current assets 396.8 314.4
-------- --------
Total current assets 3,049.3 2,766.3
-------- --------
Property and equipment, net 1,449.9 1,274.9
Outsourcing contract costs, net 469.2 374.6
Software, net 291.7 267.6
Other assets 303.2 287.5
Excess of cost of businesses acquired over
related net assets, net 944.5 903.2
-------- --------
Total assets $6,507.8 $5,874.1
======== ========
LIABILITIES
Short-term debt and current
maturities of long-term debt $ 197.2 $ 249.2
Accounts payable 464.2 406.9
Accrued payroll and related costs 489.7 485.8
Other accrued expenses 502.1 598.5
Deferred revenue 123.7 137.1
Income taxes payable 108.8 106.4
-------- --------
Total current liabilities 1,885.7 1,983.9
-------- --------
Long-term debt, net 1,223.1 652.4
Other long-term liabilities 197.7 193.8
STOCKHOLDERS' EQUITY (note C)
Common stock issued, par value $1.00 per share 168.7 167.9
Additional paid in capital 950.3 907.1
Earnings retained for use in business 2,266.1 2,061.1
Accumulated other comprehensive loss (note E) (167.0) (75.8)
Less common stock in treasury (16.6) (16.1)
Unearned restricted stock and other (.2) (.2)
-------- --------
Total stockholders' equity 3,201.3 3,044.0
-------- --------
Total liabilities and stockholders' equity $6,507.8 $5,874.1
======== ========
</TABLE>
[FN]
See accompanying notes.
4
<PAGE>
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-----------------------
(In millions) Sept. 29, Oct. 1,
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $205.0 $177.7
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization and other
non-cash charges 304.2 251.4
Changes in assets and liabilities, net of
effects of acquisitions:
Increase in assets (427.0) (155.6)
Decrease in liabilities (27.0) (52.7)
------ ------
Net cash provided by operating activities 55.2 220.8
------ ------
Investing activities:
Purchases of property and equipment (320.4) (222.5)
Acquisitions, net of cash acquired (122.0) (94.2)
Outsourcing contracts (192.6) (106.8)
Software (66.8) (36.3)
Other investing cash flows (11.2) 10.7
------ ------
Net cash used in investing activities (713.0) (449.1)
------ ------
Financing activities:
(Repayment) borrowings under commercial paper, net (40.9) 16.4
Borrowings under lines of credit, net 70.2 16.1
Proceeds from debt issuance 500.0
Principal payments on long-term debt (5.8) (166.4)
Proceeds from stock option transactions 25.2 25.5
Other financing cash flows (14.6) 2.4
------ ------
Net cash provided by (used in) financing activities 534.1 (106.0)
------ ------
Effect of exchange rate changes on cash
and cash equivalents (1.6) (.2)
------ ------
Net decrease in cash and cash equivalents (125.3) (334.5)
Cash and cash equivalents at beginning of year 260.4 617.9
Effect of pooling restatement (12.1)
------ ------
Cash and cash equivalents at end of period $135.1 $271.3
====== ======
</TABLE>
[FN]
See accompanying notes.
5
<PAGE>
COMPUTER SCIENCES CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(A) Basic and diluted earnings per share are calculated as follows (in
millions except per share amounts):
<TABLE>
<CAPTION>
Second Quarter Ended
--------------------------------
Sept. 29, 2000 Oct. 1, 1999
-------------- ------------
<S> <C> <C>
Net income $109.0 $ 93.1
====== ======
Common share information:
Average common shares outstanding
for basic EPS 168.178 166.011
Dilutive effect of stock options 2.675 3.404
------- -------
Shares for diluted EPS 170.853 169.415
======= =======
Basic EPS $ .65 $ .56
Diluted EPS .64 .55
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
--------------------------------
Sept. 29, 2000 Oct. 1, 1999
-------------- ------------
<S> <C> <C>
Net income $205.0 $177.7
====== ======
Common share information:
Average common shares outstanding
for basic EPS 167.984 165.670
Dilutive effect of stock options 3.013 3.400
------- -------
Shares for diluted EPS 170.997 169.070
======= =======
Basic EPS $ 1.22 $ 1.07
Diluted EPS 1.20 1.05
</TABLE>
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 128, the computation of diluted EPS did not include stock options
which were antidilutive, as their exercise price was greater than the
average market price of the common stock of Computer Sciences Corporation
("CSC" or the "Company") during the quarter. The number of such options
was 2,203,697 and 202,857 at September 29, 2000 and October 1, 1999,
respectively.
6
<PAGE>
(B) Included in the consolidated condensed balance sheets are the following
accumulated depreciation and amortization amounts:
<TABLE>
<CAPTION>
Sept. 29, 2000 March 31, 2000
-------------- --------------
<S> <C> <C>
Property and equipment $1,547.3 $1,469.3
Outsourcing contract costs 217.1 189.3
Software 201.3 199.1
Excess of cost of businesses acquired
over related net assets 175.0 155.3
</TABLE>
(C) No dividends were paid during the periods presented. At September 29,
2000 and March 31, 2000, there were 168,718,941 and 167,903,047 shares,
respectively, of $1.00 par value common stock issued, and 400,641 and
394,915 shares, respectively, of treasury stock.
(D) Cash payments for interest on indebtedness were $34.2 million and $31.8
million for the six months ended September 29, 2000 and October 1, 1999,
respectively. Cash payments for taxes on income were $27.5 million
and $33.5 million for the six months ended September 29, 2000 and
October 1, 1999, respectively.
(E) The components of comprehensive income, net of tax, are as follows
(in millions):
<TABLE>
<CAPTION>
Second Quarter Ended
--------------------------------
Sept. 29, 2000 Oct. 1, 1999
-------------- ------------
<S> <C> <C>
Net income $109.0 $ 93.1
Foreign currency translation adjustment (57.1) 11.4
Unrealized gain on available for sale
securities .4
------ ------
Comprehensive income $ 52.3 $104.5
====== ======
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
--------------------------------
Sept. 29, 2000 Oct. 1, 1999
-------------- ------------
<S> <C> <C>
Net income $205.0 $177.7
Foreign currency translation adjustment (87.6) 1.9
Unrealized loss on available for sale
securities (3.6)
------ ------
Comprehensive income $113.8 $179.6
====== ======
</TABLE>
7
<PAGE>
Accumulated other comprehensive loss presented on the accompanying
consolidated condensed balance sheets consists of accumulated
foreign currency translation adjustments, minimum pension liability
adjustments, and net unrealized gains on available for sale securities.
(F) The Company's business involves operations which provide management and
information technology consulting, systems integration and outsourcing.
Based on the criteria of SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," CSC has two reportable segments: the
U.S. Federal Sector and the Global Commercial Sector. The U.S. Federal
Sector operates principally within a regulatory environment subject to
governmental contracting and accounting requirements, including Federal
Acquisition Regulations, Cost Accounting Standards and audits by various
U.S. Federal agencies. The U.S. Federal Sector revenue reported below
will vary from U.S. Federal government revenue presented elsewhere in
this report due to overlapping activities between segments and reflects a
realignment of intersegment activities to attribute operating results to
the performing segment. Information on reportable segments is as follows
(in millions):
<TABLE>
<CAPTION>
Global U.S.
Commercial Federal
Sector Sector Corporate Total
---------- -------- --------- --------
<S> <C> <C> <C> <C>
Second Quarter Ended
September 29, 2000
Revenues $1,880.6 $618.0 $ .3 $2,498.9
Earnings (loss) before
interest and taxes 141.4 43.9 (3.5) 181.8
Second Quarter Ended
October 1, 1999
Revenues $1,696.7 $534.6 $ .7 $2,232.0
Earnings (loss) before
interest and taxes 125.7 28.8 (3.8) 150.7
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Global U.S.
Commercial Federal
Sector Sector Corporate Total
---------- -------- --------- --------
<S> <C> <C> <C> <C>
Six Months Ended
September 29, 2000
Revenues $3,704.8 $1,257.1 $ .3 $4,962.2
Earnings (loss) before
interest and taxes 257.7 92.2 (9.6) 340.3
Six Months Ended
October 1, 1999
Revenues $3,328.7 $1,105.9 $ .8 $4,435.4
Earnings (loss) before
interest and taxes 234.3 62.4 (9.5) 287.2
</TABLE>
(G) In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement requires all derivatives to be recorded on
the balance sheet at fair value and establishes accounting standards for
hedging activities. This statement was subsequently amended by SFAS 137
(June 1999) and SFAS 138 (June 2000). As amended, this statement is
effective for fiscal years beginning after June 15, 2000. The Company is
currently assessing the impact this statement will have and, based on
preliminary estimates, does not expect the adoption to have a material
impact on its consolidated financial position or results of operations.
(H) The Company has reviewed Securities and Exchange Commission Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." As the Company's revenue recognition practices were
consistent with SAB No. 101, it had no impact on the Company's
consolidated financial statements.
(I) On June 20, 2000, the Company and its wholly owned subsidiary, Patriot
Acquisition Corporation, entered into an Agreement and Plan of Merger with
Mynd Corporation ("Mynd"), formally known as Policy Management Systems
Corporation. The Agreement provides for the acquisition of Mynd by the
Company through the merger of Patriot Acquisition Corporation with and
into Mynd. Mynd is a provider of systems, services, sourcing and
e-business solutions to the global insurance and related financial
services industries. Completion of the merger is subject to customary
conditions including antitrust regulatory clearances and approval by the
shareholders of Mynd. On July 31, 2000, CSC received a second request for
information under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
concerning the tender offer and the Company is currently in the process of
responding to the request.
(J) The financial information reported, which is not necessarily indicative
of the results for a full year, is unaudited but includes all adjustments
which the Company considers necessary for a fair presentation. All such
adjustments are normal recurring adjustments. Certain reclassifications
have been made to the prior year's financial statements and notes in order
to conform to the current presentation.
9
<PAGE>
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second Quarter and First Six Months of Fiscal 2001 versus
Second Quarter and First Six Months of Fiscal 2000
Revenues
During the second quarter ended September 29, 2000, the Company's total
revenues increased 12%, or $266.9 million, over the same period last year.
Global commercial sector revenue grew 10.8%, or $183.9 million over the same
quarter of last year. Global commercial revenue growth was negatively
impacted by approximately 5 percentage points as a result of currency
fluctuations primarily in Europe and Australia.
U.S. Commercial revenue grew 13.2%, or $117 million to $1,004.5 million during
the second quarter of fiscal 2001 over the same period last year. The growth
was principally driven by major recent information technology outsourcing
("IT") contracts announced during the past year, including United Technologies
Corporation, AT&T and the County of San Diego.
European revenue of $583.1 million for the second quarter was down 6.2% from
the $621.5 million reported in the corresponding period last year. Revenue
growth was negatively impacted by about 11 percentage points as a result of
the impact of European currency fluctuations. In addition, revenue was
adversely impacted by lower overall demand for consulting and systems
integration services and reflects a continuing slower pace
of Enterprise Resource Planning systems implementation activities than last
year.
Other international revenue for the second quarter grew 56.1% to $293 million.
The increase was principally the result of recent outsourcing awards in
Australia from G.E./G.E. Capital ITS and the Broken Hill Proprietary Company
and CSC's acquisition of their respective IT services business units.
Currency fluctuations principally in Australia negatively impacted other
international revenue growth by about 9 percentage points.
U.S. Federal sector revenue increased 15.6% to $618 million during the second
quarter. Revenue gains were generated by increases from both civil agency and
Department of Defense business. The accelerated federal growth for the
quarter was principally associated with several recent awards including the
Army's Logistics Modernization contract, increased tasking on the IRS
modernization program and activities related to support of the U.S. 2000
census which was wrapping up during the quarter.
For the first half of fiscal 2001, the Company's total revenue increased
11.9%, or 15.3% in constant currency and the Company announced new Global
Commercial and Federal business awards of $7.7 billion. The Company's
continued growth has created a broad, long-term global revenue base across
numerous customers, industries, geographic regions and service regions.
10
<PAGE>
Costs and Expenses
The Company's costs and expenses as a percentage of revenue are as follows
(dollars in millions):
<TABLE>
<CAPTION>
Dollar Amount Percentage of Revenue
-------------- --------------------------------
Second Quarter Second Quarter First Six Months
-------------- -------------- ----------------
Fiscal Fiscal Fiscal
------------------ -------------- ----------------
2001 2000 2001 2000 2001 2000
-------- -------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Costs of services $1,978.6 $1,763.1 79.2% 79.0% 79.6% 79.2%
Selling, general
& administration 181.2 188.5 7.2 8.4 7.6 8.8
Depreciation and
amortization 157.3 129.7 6.3 5.8 6.0 5.6
Interest expense, net 19.2 10.2 .8 .5 .6 .4
-------- -------- ------ ------ ------ ------
Total $2,336.3 $2,091.5 93.5% 93.7% 93.8% 94.0%
======== ======== ====== ====== ====== ======
</TABLE>
Comparing both the second quarter and first six months of fiscal 2001 to
fiscal 2000, overall total costs and expenses improved as a percentage of
revenue. Lower costs in selling, general and administrative expenses were
partially offset by increases in costs of services and depreciation and
amortization.
Lower selling, general and administrative expenses as a percentage of revenue
were principally related to benefits realized within the U.S. Federal Sector
as a result of Nichols Research Corporation integration synergies achieved, a
continued focus on aggressive cost containment across the Company and the
higher growth rate of our U.S. Federal sector revenues. The increase in costs
of services as a percentage of revenue can be attributed principally to higher
labor costs experienced within our U.S. consulting business and the revenue
mix driven in part by the rapid growth of activities in our Asia Pacific
operations. The increase in depreciation and amortization expenses as a
percentage of revenue was principally fueled by our recent outsourcing
activities that have required significant asset purchases. The increase in
net interest expense was due to a combination of higher interest rates on
borrowings and an increase in the borrowings outstanding.
Income Before Taxes
Due to the Company's revenue growth and improvement in operating performance,
income before taxes increased $22.1 million to $162.6 million, up 15.7% over
the same quarter last year. The resulting margin was 6.5% compared to 6.3%
for last year's second quarter and was 6.2% versus 6% for the six months of
fiscal 2001 and fiscal 2000, respectively.
11
<PAGE>
Net Income
Net income was $109 million for the second quarter of fiscal 2001, up $15.9
million, or 17.1% over last year's second quarter. This year's second quarter
diluted earnings per share of 64 cents increased 16.4% over last year's second
quarter diluted earnings per share of 55 cents. On a year to date basis,
diluted earnings per share were $1.20, up 15 cents, or 14.3% over the
comparable period for last year.
Cash Flows
Cash provided by operating activities was $55.2 million for the six months
ended September 29, 2000, compared with $220.8 million during the same period
last year. The decrease of $165.6 million primarily resulted from changes in
working capital partially offset by an increase in earnings and non-cash
depreciation and amortization expenses.
The Company's cash expenditures for investing activities totaled $713 million
for the most recent six months versus $449.1 million during the same period of
last year. The increase principally relates to purchases of outsourcing
assets and property and equipment across the Company and acquisition activity
primarily in Europe and Australia.
Cash provided by financing activities was $534.1 million for the most recent
six months versus cash used for financing activities of $106 million for the
same period a year ago. The change is principally the result of an increase
in borrowings associated with the ramp up of recent outsourcing awards and
acquisition activity in fiscal 2001. Fiscal 2000 activity reflects the
repayment of the Company's $150 million 6.80% notes due April 1999.
Financial Condition
During the first six months of fiscal 2001, the Company's capital outlays
included $635 million of business investments in the form of fixed asset
purchases, acquisitions and outsourcing awards. These investments were funded
from additional borrowings and existing cash balances, which decreased from
$260.4 million to $135.1 million. The Company's debt-to-total capitalization
ratio increased from 22.9% at fiscal 2000 year end (March 31, 2000) to 30.7%
at September 29, 2000 principally due to the previously mentioned additional
borrowings. During the second quarter of fiscal 2001, the Company sold $500
million of 7.50% notes due August 2005 and intends to use the proceeds for
general corporate purposes, including the reduction of outstanding commercial
paper instruments.
The Company has an option to require a subsidiary of Equifax Inc. to purchase
the Company's credit reporting business as further described in Note 11 of the
Company's Annual Report on Form 10-K, as amended, for fiscal 2000. The
exercise price of this put option is equal to the appraised value of the
business.
It is management's opinion that the Company will be able to meet its liquidity
and cash needs for the foreseeable future through a combination of cash flows
from operating activities, cash balances, unused borrowing capacity and other
financing activities, including the issuance of debt and/or equity securities,
and/or the exercise of the put option described above.
12
<PAGE>
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." This
statement requires all derivatives to be recorded on the balance sheet at fair
value and establishes accounting standards for hedging activities. This
statement was subsequently amended by SFAS 137 (June 1999) and SFAS 138 (June
2000). As amended, this statement is effective for fiscal years beginning
after June 15, 2000. The Company is currently assessing the impact this
statement will have and, based on preliminary estimates, does not expect the
adoption to have a material impact on its consolidated financial position or
results of operations.
Forward-Looking Statements
All statements contained in this quarterly report, or in any document filed by
the Company with the Securities and Exchange Commission, or in any press
release or other written or oral communication by or on behalf of the Company,
that do not directly and exclusively relate to historical facts constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements represent the Company's
expectations and beliefs, and no assurance can be given that the results
described in such statements will be achieved.
These statements are subject to risks, uncertainties and other factors, many
of which are outside of the Company's control, that could cause actual results
to differ materially from the results described in such statements. These
factors include, without limitation, the following: (i) competitive pressures;
(ii) the Company's ability to consummate strategic acquisitions and alliances;
(iii) the Company's ability to attract and retain key personnel; (iv) changes
in the demand for information technology outsourcing and business process
outsourcing; (v) changes in U.S. federal government spending levels for
information technology services; (vi) the Company's ability to continue to
develop and expand its service offerings to address emerging business demands
and technological trends; (vii) changes in the financial condition of the
Company's commercial customers; (viii) the future profitability of the
Company's customer contracts, and (ix) general economic conditions and
fluctuations in currency exchange rates in countries in which we do business.
13
<PAGE>
PART I, ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
For a discussion of the Company's market-risk associated with interest rates
and foreign currencies as of March 31, 2000, see "Quantitative and Qualitative
Disclosures about Market Risk" in the Part II, Item 7A, "Management's
Discussion and Analysis of Financial Condition and Results of Operations," of
the Company's Annual Report on Form 10-K, as amended, for the fiscal year then
ended. For the six months ended September 29, 2000, there has been no
significant change in related market risk factors.
14
<PAGE>
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security-Holders.
a. The Company held its Annual Meeting of Stockholders on August 14, 2000.
b. Proxies for the Annual Meeting were solicited pursuant to Regulation 14
under the Securities Exchange Act of 1934; there were no solicitation in
opposition to management's nominees for director as listed in the Proxy
Statement; and all such nominees were elected.
The directors elected were Irving W. Bailey, II, Stephen L. Baum, Van B.
Honeycutt, William R. Hoover, Leon J. Level, Thomas A. McDonnell, F. Warren
McFarlan, James R. Mellor and William P. Rutledge.
With respect to each nominee, the results of the vote were as follows:
Name Votes For Withheld
---- ------------- ------------
Irving W. Bailey, II 145,904,053 777,349
Stephen L. Baum 145,871,491 809,911
Van B. Honeycutt 145,901,351 780,051
William R. Hoover 145,857,727 823,675
Leon J. Level 145,912,621 768,781
Thomas A. McDonnell 139,414,737 7,265,849
F. Warren McFarlan 145,893,565 787,837
James R. Mellor 145,787,219 894,183
William P. Rutledge 145,892,765 788,637
c. The proposed vote to amend the Restated Articles of Incorporation to
increase the authorized Common Stock from 275,000,000 shares to 750,000,000
shares was approved as follows:
<TABLE>
<CAPTION>
Votes
------------------------------------
<S>
For Against Abstain
----------- ---------- -------
<S> <C> <C>
109,008,780 37,386,922 285,700
</TABLE>
15
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
2.1 Agreement and Plan of Merger dated as of September 19, 1999
by and among the Registrant, Nichols Research Corporation
and Nevada Acquisition Corporation (w)
2.2 Agreement and Plan of Merger dated as of June 20, 2000 by
and among the Registrant, Policy Management Systems
Corporation and Patriot Acquisition Corp. (x)
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 Amendment to Restated Articles of Incorporation, effective
August 15, 2000
3.6 Bylaws, amended and restated effective December 6, 1999 (v)
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)
16
<PAGE>
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 $321 million Amended and Restated Credit Agreement (Long Term
Facility) dated as of August 18, 2000
10.26 $321 million Amended and Restated Credit Agreement (Short Term
Facility) dated as of August 18, 2000
27 Financial Data Schedule
28 Revenues by Market Sector
99.1 Annual Report on Form 11-K for the Matched Asset Plan of the
Registrant for the fiscal year ended December 31, 1999 (h)
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 (h)
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 (h)
17
<PAGE>
Notes to Exhibit Index:
*Management contract or compensatory plan or agreement
(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 on
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.
(v) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q filed on February 14, 2000.
(w) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated September 20, 1999.
(x) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated June 20, 2000.
b. Reports on Form 8-K:
There were no reports on Form 8-K filed during the second quarter of
fiscal 2001.
18
<PAGE>
SIGNATURES
Pursuant to the requirements 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
Date: November 13, 2000 By: /s/ Bryan Brady
-------------------------------
Bryan Brady
Vice President and Controller
Chief Accounting Officer
19
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
3.5 Amendment to Restated Articles of Incorporation, effective
August 15, 2000
10.25 $321 million Amended and Restated Credit Agreement
(Long Term Facility) dated as of August 18, 2000
10.26 $321 million Amended and Restated Credit Agreement
(Short Term Facility) dated as of August 18, 2000
27 Financial Data Schedule
28 Revenues by Market Sector
</TABLE>
20
