<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 June 30, 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 [ ]
168,121,623 shares of Common Stock, $1.00 par value, were outstanding on
July 28, 2000.
<PAGE>
COMPUTER SCIENCES CORPORATION
Index to Form 10-Q
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Statements of Income,
First Quarter Ended June 30, 2000 and July 2, 1999 ............. 3
Consolidated Condensed Balance Sheets,
June 30, 2000 and March 31, 2000 ............................... 4
Consolidated Condensed Statements of Cash Flows,
First Quarter Ended June 30, 2000 and July 2, 1999 ............. 5
Notes to Consolidated Condensed Financial Statements .............. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............ 9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk .............................................. 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................. 14
2
<PAGE>
<TABLE>
PART I, ITEM 1. FINANCIAL STATEMENTS
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)
<CAPTION>
First Quarter Ended
-----------------------------
(In millions except per share amounts) June 30, 2000 July 2, 1999
------------- ------------
<S> <C> <C>
Revenues $2,463.3 $2,203.4
-------- --------
Costs of services 1,968.8 1,747.5
Selling, general and administrative 193.2 200.6
Depreciation and amortization 142.8 118.8
Interest expense 16.5 13.8
Interest income (3.5) (5.1)
-------- --------
Total costs and expenses 2,317.8 2,075.6
-------- --------
Income before taxes 145.5 127.8
Taxes on income 49.5 43.2
-------- --------
Net income $ 96.0 $ 84.6
======== ========
Earnings per share (note A):
Basic $ .57 $ .51
======== ========
Diluted $ .56 $ .50
======== ========
Average common shares: (note A)
Outstanding 167.791 165.330
Assuming dilution 171.141 168.724
</TABLE>
[FN]
See accompanying notes.
3
<PAGE>
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, March 31,
(In millions) 2000 2000
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 121.2 $ 260.4
Receivables 2,487.8 2,191.5
Prepaid expenses and other current assets 282.1 314.4
-------- --------
Total current assets 2,891.1 2,766.3
-------- --------
Property and equipment, net 1,397.3 1,274.9
Outsourcing contract costs, net 419.1 374.6
Software, net 288.6 267.6
Other assets 299.2 287.5
Excess of cost of businesses acquired over
related net assets, net 1,004.7 903.2
-------- --------
Total assets $6,300.0 $5,874.1
======== ========
LIABILITIES
Short-term debt and current
maturities of long-term debt $ 557.0 $ 249.2
Accounts payable 338.4 406.9
Accrued payroll and related costs 516.4 485.8
Other accrued expenses 579.7 598.5
Deferred revenue 139.6 137.1
Income taxes payable 111.6 106.4
-------- --------
Total current liabilities 2,242.7 1,983.9
-------- --------
Long-term debt, net 726.8 652.4
Other long-term liabilities 200.6 193.8
STOCKHOLDERS' EQUITY (note C)
Common stock issued, par value $1.00 per share 168.5 167.9
Additional paid in capital 931.1 907.1
Earnings retained for use in business 2,157.1 2,061.1
Accumulated other comprehensive loss (note E) (110.3) (75.8)
Less common stock in treasury (16.4) (16.1)
Unearned restricted stock and other (.1) (.2)
-------- --------
Total stockholders' equity 3,129.9 3,044.0
-------- --------
Total liabilities and stockholders' equity $6,300.0 $5,874.1
======== ========
</TABLE>
[FN]
See accompanying notes.
4
<PAGE>
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>
First Quarter Ended
-----------------------
(In millions) June 30, July 2,
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 96.0 $ 84.6
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 142.8 118.8
Provision for losses on accounts receivable (.7) (2.0)
Changes in assets and liabilities, net of
effects of acquisitions:
Increase in assets (266.4) (148.9)
Decrease in liabilities (67.4) (3.2)
------ ------
Net cash (used in) provided by operating activities (95.7) 49.3
------ ------
Investing activities:
Purchases of property and equipment (132.4) (138.5)
Acquisitions, net of cash acquired (131.9) (61.1)
Outsourcing contracts (122.7) (60.1)
Software (39.8) (14.8)
Other investing cash flows (6.2) 4.5
------ ------
Net cash used in investing activities (433.0) (270.0)
------ ------
Financing activities:
Borrowings under commercial paper, net 268.5 16.5
Borrowings (payments) under lines of credit, net 116.5 (13.0)
Principal payments on long-term debt (3.6) (158.7)
Proceeds from stock option transactions 24.3 21.0
Other financing cash flows (15.3) .2
------ ------
Net cash provided by (used in) financing activities 390.4 (134.0)
------ ------
Effect of exchange rate changes on cash
and cash equivalents (.9) .3
------ ------
Net decrease in cash and cash equivalents (139.2) (354.4)
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 $121.2 $251.4
====== ======
</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>
First Quarter Ended
--------------------------------
June 30, 2000 July 2, 1999
------------- ------------
<S> <C> <C>
Net income for basic and diluted EPS $ 96.0 $ 84.6
====== ======
Common share information:
Average common shares outstanding
for basic EPS 167.791 165.330
Dilutive effect of stock options 3.350 3.394
------- -------
Shares for diluted EPS 171.141 168.724
======= =======
Basic EPS $ .57 $ .51
Diluted EPS .56 .50
</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 135,324 and 196,561 at June 30, 2000 and July 2, 1999, respectively.
(B) Included in the consolidated condensed balance sheets are the following
accumulated depreciation and amortization amounts:
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
------------- --------------
<S> <C> <C>
Property and equipment $1,528.2 $1,469.3
Outsourcing contract costs 202.0 189.3
Software 213.6 199.1
Excess of cost of business acquired
over related net assets 164.5 155.3
</TABLE>
(C) No dividends were paid during the periods presented. At June 30, 2000
and March 31, 2000, there were 168,472,552 and 167,903,047 shares,
respectively, of $1.00 par value common stock issued, and 397,693 and
394,915 shares, respectively, of treasury stock.
(D) Cash payments for interest on indebtedness were $13.8 million and $18.6
million for the three months ended June 30, 2000 and July 2, 1999,
respectively. Cash payments for taxes on income were $16.5 million
and $13.4 million for the three months ended June 30, 2000 and
July 2, 1999, respectively.
6
<PAGE>
(E) The components of comprehensive income, net of tax, are as follows
(in millions):
<TABLE>
<CAPTION>
First Quarter Ended
--------------------------------
June 30, 2000 July 2, 1999
------------- ------------
<S> <C> <C>
Net income $96.0 $84.6
Foreign currency translation adjustment (30.5) (9.3)
Unrealized loss on available for sale
securities (4.0)
----- -----
Comprehensive income $61.5 $75.3
===== =====
</TABLE>
Accumulated other comprehensive loss presented on the accompanying
consolidated condensed balance sheets consists of the accumulated
foreign currency translation adjustment, the minimum pension liability
adjustment, and the net unrealized gain on available for sale securities.
(F) CSC'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 revenues reported below
will vary from U.S. Federal government revenue presented elsewhere in
this report due to overlapping activities between segments. 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>
First Quarter Ended
June 30, 2000
Revenues $1,800.8 $662.5 $2,463.3
Earnings (loss) before
interest and taxes 112.3 52.3 ($6.1) 158.5
First Quarter Ended
July 2,1999
Revenues $1,620.2 $583.1 $ .1 $2,203.4
Earnings (loss) before
interest and taxes 106.3 35.9 (5.7) 136.5
</TABLE>
7
<PAGE>
(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. In June 1999, the FASB issued SFAS No. 137, which
amends SFAS No. 133 by deferring its effective date one year to fiscal
years beginning after June 15, 2000. In June 2000, FASB issued SFAS
No. 138, which amends certain accounting and reporting standards of
SFAS No. 133. The Company is currently assessing the impact these
statements 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
Policy Management Systems Corporation (d/b/a "Mynd"). 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 concerning the tender offer.
(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.
8
<PAGE>
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Quarter of Fiscal 2001 versus
First Quarter of Fiscal 2000
Revenues
During the first quarter ended June 30, 2000, the Company's total revenue
increased 11.8%, or $259.9 million, over the same period last year.
Global commercial sector revenues grew 11.1%, or $180.6 million over the same
quarter of last year. Global commercial revenue growth was negatively
impacted by approximately 4 percentage points as a result of the impact of
European and Australian currency fluctuations.
U.S. Commercial revenue grew 13.4% or $113.9 million during the first quarter
of fiscal 2001 over the same period last year. The growth was principally
fueled by major new information technology outsourcing ("IT") contracts
including United Technologies Corporation, AT&T and the County of San Diego.
European revenue at $572.2 million for the first quarter was essentially the
same compared to the corresponding period last year. Revenue growth was
negatively impacted by about 9 percentage points as a result of the impact of
European currency fluctuations.
Other international revenue for the first quarter grew 32.1% to $262.5
million. The increase was principally the result of new outsourcing
activities 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. In addition, Australian currency fluctuations negatively
impacted other international revenue growth by about 7 percentage points.
U.S. Federal sector revenue increased 13.6% or $79.4 million during the first
quarter. Revenue gains were generated by increases from civil agency and
Department of Defense business. The accelerated federal growth for the
quarter was principally associated with additional task orders and the ramping
up of recent awards including support of the 2000 census, activity with the
IRS modernization contract and the Army's Logistics Modernization contract
("LOGMOD")including achievement of the LOGMOD initial hiring milestone.
The Company announced new Global Commercial and Federal business awards of
$3.3 billion. The Company's continued growth has created a broad, long-term
global revenue base across numerous customers, industries, geographic regions
and service regions.
9
<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
------------------ ---------------------
First Quarter First Quarter
------------------ ---------------------
Fiscal Fiscal
------------------ ---------------------
2001 2000 2001 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Costs of services $1,968.8 $1,747.5 79.9% 79.3%
Selling, general & admin. 193.2 200.6 7.9 9.1
Depreciation and amort. 142.8 118.8 5.8 5.4
Interest expense, net 13.0 8.7 .5 .4
-------- -------- ------ ------
Total $2,317.8 $2,075.6 94.1% 94.2%
======== ======== ====== ======
</TABLE>
Comparing the first quarter of fiscal 2001 and fiscal 2000, 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 was the result of this quarter's
revenue mix driven in part by our U.S. Federal and Asia operations and higher
labor costs experienced within our U.S. Consulting business unit. Due to
previous pricing commitments, U.S. Consulting operations composite billing
rates lagged current market levels. The increase in depreciation and
amortization expenses as a percentage of revenue was principally due to
additional assets associated with the Company's outsourcing operations.
Income Before Taxes
Due to the Company's revenue growth and improvement in operating performance,
income before taxes increased $17.7 million to $145.5 million, up 13.8% over
the same quarter last year. The resulting margin was 5.9% compared to 5.8%
for last year's first quarter.
Net Income
Earnings were $96 million for the first quarter of fiscal 2001, up $11.4
million, or 13.5% over last year's first quarter. This year's first quarter
diluted earnings per share of 56 cents increased 12% over last year's first
quarter diluted earnings per share of 50 cents.
10
<PAGE>
Cash Flows
Cash used in operating activities was $95.7 million for the three months ended
June 30, 2000, compared with cash provided by operating activities of $49.3
million during the same period last year. The decrease of $145 million
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 $433 million
for the most recent three months versus $270 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 acquisitions made in
Australia and Scandinavia.
Cash provided by financing activities was $390.4 million for the most recent
quarter versus cash used for financing activities of $134 million for the same
period last year. The change is principally due to an increase in borrowings
associated with the ramp up of new outsourcing contracts 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 quarter of fiscal 2001, the Company's capital outlays
included $387 million of business investments in the form of fixed asset
purchases, acquisitions and outsourcing contracts. These investments were
funded from additional borrowings and existing cash balances, which decreased
from $260.4 million to $121.2 million. The Company's debt-to-total
capitalization ratio increased from 22.9% at fiscal 2000 year end to 29.1% at
June 30, 2000 principally due to the previously mentioned additional
borrowings. On August 8, 2000, the Company sold $500 million 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.
11
<PAGE>
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("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. In June 1999, the FASB issued
SFAS No. 137, which amends SFAS No. 133 by deferring its effective date one
year to fiscal years beginning after June 15, 2000. In June 2000, FASB issued
SFAS No. 138, which amends certain accounting and reporting standards of SFAS
No. 133. The Company is currently assessing the impact these statements 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.
12
<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 three months ended June 30, 2000, there has been no
significant change in related market risk factors.
13
<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 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)
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)
14
<PAGE>
10.26 $250 million Credit Agreement (Short Term Facility) dated
as of August 20, 1999 (u)
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)
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.
15
<PAGE>
b. Reports on Form 8-K:
There was one report on Form 8-K filed during the first quarter of fiscal
2001. On June 20, 2000, the Registrant filed a Current Report on Form 8-K
reporting that it has entered into an Agreement and Plan of Merger with Policy
Management Systems Corporation and Patriot Acquisition Corp., a wholly owned
subsidiary of the Registrant.
16
<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: August 14, 2000 By: /s/ Bryan Brady
-----------------------------
Bryan Brady
Vice President and Controller
Chief Accounting Officer
17
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
27 Financial Data Schedule
28 Revenues by Market Sector
</TABLE>
18
