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 26, 1997
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 [ ]
77,646,301 shares of Common Stock, $1.00 par value, were outstanding on
September 26, 1997.
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 26, 1997 and September 27, 1996........................ 3
Consolidated Condensed Balance Sheets,
September 26, 1997 and March 28, 1997............................ 4
Consolidated Condensed Statements of Cash Flows,
Six Months Ended September 26, 1997
and September 27, 1996........................................... 5
Notes to Consolidated Condensed Financial Statements................ 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders............ 12
Item 6. Exhibits and Reports on Form 8-K............................... 13
2
PART I, ITEM 1. FINANCIAL STATEMENTS
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
Second Quarter Ended Six Months Ended
---------------------- ----------------------
(In thousands except Sept. 26, Sept. 27, Sept. 26, Sept. 27,
per-share amounts) 1997 1996 1997 1996
---------- ---------- ---------- ----------
Revenues $1,578,824 $1,355,255 $3,067,574 $2,659,147
---------- ---------- ---------- ----------
Costs of services 1,231,109 1,073,502 2,402,375 2,110,710
Selling, general and
administrative 148,269 116,306 286,882 232,759
Depreciation and
amortization 95,963 80,902 184,718 152,509
Interest expense 12,430 10,708 23,166 19,022
Interest income (1,300) (2,102) (2,701) (3,565)
Special charges (note A) 48,929 208,393 48,929
---------- ---------- ---------- ----------
Total costs and
expenses 1,486,471 1,328,245 3,102,833 2,560,364
---------- ---------- ---------- ----------
Income before taxes 92,353 27,010 (35,259) 98,783
Taxes on income (note A) 33,800 13,004 (146,400) 39,500
---------- ---------- ---------- ----------
Net income $ 58,553 $ 14,006 $ 111,141 $ 59,283
========== ========== ========== ==========
Earnings per common
share (notes A and B) $ 0.74 $ 0.18 $ 1.41 $ 0.76
========== ========== ========== ==========
[FN]
See accompanying notes.
3
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
Sept. 26, Mar. 28,
(In thousands) 1997 1997
----------- -----------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 67,926 $ 110,726
Receivables 1,360,047 1,294,003
Prepaid expenses and other current assets 237,127 207,698
----------- -----------
Total current assets 1,665,100 1,612,427
----------- -----------
EXCESS OF COST OF BUSINESSES ACQUIRED
OVER RELATED NET ASSETS, NET 546,843 561,670
OTHER ASSETS 645,072 518,692
PROPERTY AND EQUIPMENT, at cost 1,828,619 1,668,905
Less accumulated depreciation and amortization 894,042 780,836
----------- -----------
Property and equipment, net 934,577 888,069
----------- -----------
Total assets $3,791,592 $3,580,858
=========== ===========
CURRENT LIABILITIES:
Short-term debt and current
maturities of long-term debt $ 39,417 $ 29,933
Accounts payable 274,960 295,112
Accrued payroll and related costs 268,059 252,902
Other accrued expenses 369,941 311,283
Deferred revenue 84,378 112,888
Income taxes payable 4,936 84,995
----------- -----------
Total current liabilities 1,041,691 1,087,113
----------- -----------
LONG-TERM DEBT, NET 736,954 630,842
----------- -----------
OTHER LONG-TERM LIABILITIES 192,365 193,343
----------- -----------
STOCKHOLDERS' EQUITY (note C):
Common stock issued, par value $1.00 per share 77,989 76,925
Other stockholders' equity 1,742,593 1,592,635
----------- -----------
Total stockholders' equity 1,820,582 1,669,560
----------- -----------
Total liabilities and stockholders' equity $3,791,592 $3,580,858
=========== ===========
[FN]
See accompanying notes.
4
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended
----------------------
(In thousands, increase (decrease) in Sept. 26, Sept. 27,
cash and cash equivalents) 1997 1996
---------- ----------
Cash flows from operating activities:
Net income $ 111,141 $ 59,283
Adjustments to reconcile net income to net
cash provided by operating activities:
Special items, net of income tax effects 6,342 35,280
Depreciation and amortization 184,718 152,509
Provision for losses on accounts receivable 2,555 6,689
Changes in assets and liabilities, net of
effects of acquisitions:
Increase in assets (135,112) (199,264)
(Decrease) increase in liabilities (6,752) 35,274
---------- ----------
Net cash provided by operating activities 162,892 89,771
---------- ----------
Investing activities:
Purchases of property, plant and equipment (164,171) (147,201)
Acquisitions, net of cash acquired (50,349) (137,690)
Outsourcing contracts (105,991) (36,424)
Purchased and internally developed software (33,966) (24,594)
Other investing cash flows (6,128) (1,296)
---------- ----------
Net cash used in investing activities (360,605) (347,205)
---------- ----------
Financing activities:
Borrowings under commercial paper, net 102,843 170,491
Borrowings (repayments) under lines of credit, net 9,426 (4,376)
Principal payments on long-term debt (4,901) (1,746)
Proceeds from stock option transactions 37,431 16,410
Other financing cash flows 10,114 4,636
---------- ----------
Net cash provided by financing activities 154,913 185,415
---------- ----------
Net decrease in cash and cash equivalents (42,800) (72,019)
Cash and cash equivalents at beginning of year 110,726 113,873
---------- ----------
Cash and cash equivalents at end of period $ 67,926 $ 41,854
========== ==========
[FN]
See accompanying notes.
5
COMPUTER SCIENCES CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
(A) CSC recognized a net special credit of $1.7 million, or 2 cents per
share, during the first quarter of fiscal 1998 as a result of
developments at CSC Enterprises, a general partnership of which CSC,
through one of its affiliates, is the managing general partner. This
net credit resulted from a tax benefit of $135 million and an after-tax
special charge of $133.3 million.
During the fiscal quarter ended June 27, 1997, certain partners withdrew
from CSC Enterprises. As a result of these withdrawals, CSC Enterprises
took actions that caused CSC to recognize an increase in the tax basis of
certain assets. As required by SFAS No. 109, this tax basis increase
resulted in a deferred tax asset of $135 million and a corresponding
reduction of CSC's provision for income taxes during the first fiscal
quarter.
In connection with these developments, CSC Enterprises reviewed its
operations, its market opportunities and the carrying value of its
assets. Based on this review, plans were initiated during the first
quarter to eliminate certain offerings and write down assets, primarily
within its telecommunications operations. As a result of these
plans, CSC recognized an after-tax special charge of $133.3 million
during the fiscal quarter ended June 27, 1997. This special charge
included goodwill of $35 million, contract termination costs of $33.8
million, deferred contract costs and other assets of $20.5 million,
telecommunications software and accruals of $22.3 million,
telecommunications property, equipment and intangible assets of
$11.7 million and other costs of $10 million.
CSC recognized a special charge in the second quarter of fiscal 1997
related to the August 1, 1996 acquisition of The Continuum Company, Inc.
The amount of the charge, net of income tax benefits on the tax
deductible portion, was $35.3 million or 45 cents per share. The charge
was comprised of $11 million for investment banking and other merger
expenses; $13.1 million related to the write-off of certain capitalized
software, other assets and intangibles; and $24.8 million related to the
elimination of duplicate data processing facilities, employee severance
costs and contract termination costs.
(B) Primary earnings per common share are based on the weighted average
number of common stock and common stock equivalent shares (dilutive stock
options) outstanding of 78,819,000 and 77,924,000 for the
six months ended September 26, 1997 and September 27, 1996, respectively
(see Part II, Exhibit 11).
6
(C) No dividends were paid during the periods presented. There were
77,988,748 shares at September 26, 1997 and 76,924,836 shares at March
28, 1997 of $1.00 par value common stock issued with 342,447 and
332,220 shares, respectively, of treasury stock.
(D) Cash payments for interest on indebtedness were $24.3 million and
$20 million for the six months ended September 26, 1997
and September 27, 1996, respectively. Cash payments for taxes on
income were $39.3 million and $36.7 million for the six months ended
September 26, 1997, and September 27, 1996, respectively.
(E) 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.
(F) During fiscal 1997, the Financial Accounting Standards Board (FASB)
issued SFAS No. 128, "Earnings per Share." This statement replaces the
presentation of primary earnings per share with basic earnings per share,
and will require dual presentation of basic and diluted earnings per
share on the face of the income statement. For CSC, diluted earnings per
share reflects the potential dilution that could occur if outstanding
options to purchase shares of the Company's common stock were exercised.
As specified in the statement, the Company will apply the statement
beginning with its third quarter of fiscal 1998, and earnings per share
presentations will include restatement of prior period data presented.
Under the provisions of the new standard, basic earnings per share would
be reported as $1.44 and diluted earnings per share would be reported as
$1.41 for the first six months of fiscal 1998.
7
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second Quarter and First Six Months of Fiscal 1998 versus
Second Quarter and First Six Months of Fiscal 1997
Revenues
The Company derived its revenues from the following market sectors for the
second quarter and first six months, respectively (dollars in millions):
Second Quarter First Six Months
-------------- Pct. ---------------- Pct.
FY98 FY97 Change FY98 FY97 Change
------ ------ ------ ------ ------ ------
U.S. Commercial $ 680 $ 524 29.7% $1,285 $ 999 28.5%
Europe 409 347 17.7 790 648 21.9
Other International 103 92 12.2 202 174 16.3
------ ------ ------ ------ ------ ------
Total Commercial 1,192 963 23.7 2,277 1,821 25.0
U.S. Federal Government 387 392 (1.2) 791 838 (5.6)
------ ------ ------ ------ ------ ------
Total $1,579 $1,355 16.5% $3,068 $2,659 15.4%
====== ====== ====== ====== ====== ======
During the second quarter and six months ended September 26, 1997, the
Company's total revenue increased 16.5%, or $224 million, and 15.4% or $409
million, respectively, over the same periods last year. Commercial revenues
grew 23.7%, or $229 million over the same quarter of last year.
U.S. commercial revenues grew 29.7% or $156 million during the second quarter
of fiscal 1998 over the same period last year. Approximately half of the
growth was provided by information technology outsourcing contracts, including
recent contracts with J.P. Morgan and DuPont. The remainder was derived
principally from continued demand for consulting and systems integration
services and growth at CSC Financial Services Group.
European revenues grew $62 million or 17.7% during the second quarter of
fiscal 1998 over the same period last year. Growth came principally from
increased outsourcing business at our UK division, the DuPont contract and
CSC's German SAP consulting practice. For the first half of fiscal 1998,
growth resulted primarily from new outsourcing business and from the
acquisition last year of 75% of Datacentralen, a major provider of information
technology services in Denmark.
The second quarter growth of 12.2% in other international revenues resulted
mainly from expansion of the Company's Australian operations.
U.S. federal government revenue accounted for 24.5% of total revenue for the
quarter compared to 28.9% for the second quarter of 1997. Federal revenue
decreased 1.2% or $5 million, principally due to the completion last year of
several contracts. During the second quarter of fiscal 1998, the Company
announced $310 million in new federal contracts.
8
As a result of the trends described above, the Company's revenues by market
sector are as follows:
Revenue by Market Sector, Second Quarter First Six Months
as a percentage of total FY98 FY97 FY98 FY97
- ---------------------------- ------ ------ ------ ------
U.S. Commercial 43% 39% 42% 37%
Europe 26 25 26 24
Other International 7 7 6 7
------ ------ ------ ------
Total Commercial 76 71 74 68
U.S. Federal Government 24 29 26 32
------ ------ ------ ------
Total Revenue 100% 100% 100% 100%
====== ====== ====== ======
Costs and Expenses
The Company's costs and expenses as a percentage of revenue are as follows
(dollars in millions, before special items):
Dollar Amount Percentage of Revenue
-------------- -------------------------------
First
Second Quarter Second Quarter Six Months
-------------- -------------- --------------
FY98 FY97 FY98 FY97 FY98 FY97
------ ------ ------ ------ ------ ------
Costs of services $1,231 $1,074 78.0% 79.2% 78.3% 79.4%
Selling, general & admin. 148 116 9.4 8.6 9.4 8.8
Depreciation and amort. 96 81 6.1 6.0 6.0 5.7
Interest expense, net 11 9 0.7 0.6 0.7 0.6
------ ------ ------ ------ ------ ------
Total $1,486 $1,280 94.2% 94.4% 94.4% 94.5%
====== ====== ====== ====== ====== ======
Compared with corresponding periods of the prior year, total costs and
expenses improved as a percentage of revenue for the second quarter and first
six months ended September 26, 1997. Cost of services as a percentage of
revenue decreased due to the continued shift in the Company's revenue mix
toward commercial operations, and performance improvements within European
operations and U.S. consulting activities.
Selling, general and administrative costs increased as a percentage of revenue
due to growth in commercial operations relative to U.S. federal business.
This increase was offset in part by improvement in the selling, general and
administrative percentage within the Company's U.S. outsourcing operations.
9
Special Charges
As previously reported, the results of operations for the first quarter ended
June 27, 1997 included a net special credit of $1.7 million, or 2 cents per
share, resulting from developments at CSC Enterprises, a general partnership
which operates the Company's credit services operations and carries out other
business strategies through acquisition and investment. This net credit
resulted from a tax benefit of $135 million and a special charge of $208.4
($133.3 million after tax), as described below.
During the first quarter ended June 27, 1997, certain partners withdrew from
CSC Enterprises. As a result of these withdrawals, CSC Enterprises took
actions that caused CSC to recognize an increase in the tax basis of certain
assets. As required by SFAS No. 109, this tax basis increase resulted in a
deferred tax asset of $135 million and a corresponding reduction of CSC's
provision for income taxes during that quarter.
In connection with these developments, CSC Enterprises reviewed its
operations, its market opportunities and the carrying value of its assets.
Based on this review, plans were initiated during the first quarter to
eliminate certain offerings and write down assets, primarily within its
telecommunications operations. As a result of these plans, CSC recognized an
after-tax special charge of $133.3 million during the fiscal quarter ended
June 27, 1997. This special charge included goodwill of $35 million, contract
termination costs of $33.8 million, deferred contract costs and other assets
of $20.5 million, telecommunications software and accruals of $22.3 million,
telecommunications property, equipment and intangible assets of
$11.7 million and other costs of $10 million.
The results of operations for last year's second quarter (ended September 27,
1996) included a special charge related to the August 1, 1996 acquisition of
The Continuum Company, Inc. The amount of the charge, net of income tax
benefits on the tax deductible portion, was $35.3 million or 45 cents per
share. The non-recurring charge was comprised of $11 million for investment
banking and other merger expenses; $13.1 million related to the write-off of
certain capitalized software, other assets and intangibles; and $24.8 million
related to the elimination of duplicate data processing facilities, employee
severance costs and contract termination costs.
Income Before Taxes
Income before taxes increased to $92.4 million, up $16.5 million, or 21.6%
compared with the same quarter last year before the prior year's special
charge. The Company's profit margin before taxes and special charges was 5.8%
compared to 5.6% for last year's second quarter and remained the same at 5.6%
for the first six months of fiscal 1998 and 1997.
10
Net Income
Net income was $58.6 million for the second quarter of fiscal 1998, up $9.3
million, or 18.8% over last year's earnings before the special charge. This
year's second quarter earnings per share of 74 cents increased 17.5% over last
year's second quarter pre-charge earnings per share of 63 cents. After the
charge, last year's second quarter earnings per share were 18 cents. On a
year to date basis, earnings per share before special items were $1.39, up 18
cents, or 14.9% over the same period for the previous fiscal year.
Cash Flows
Cash provided by operating activities was $162.9 million for the six months
ended September 26, 1997, compared with $89.8 million during the same period
last year. Higher earnings, non-cash depreciation and amortization expenses,
and favorable changes in working capital were the primary drivers of the
improvement.
The Company's cash expenditures for investing activities totaled $360.6
million for the most recent six months versus $347.2 million during the same
period of last year. Significant current year activity includes purchases of
outsourcing assets in connection with the DuPont contract.
Cash provided by financing activities was $154.9 million for the most recent
six months versus $185.4 million for the same period last year.
Financial Condition
During the first six months of fiscal 1998, the Company's capital outlays
included $320.5 million of business investments in the form of fixed asset
purchases, acquisitions and new outsourcing contracts. These amounts were
funded from operating cash flows, additional debt and existing cash, which
decreased from $110.7 million to $67.9 million. As a result of the net
increase in borrowings, the Company's debt-to-total capitalization ratio
increased to 29.9% at September 26, 1997 versus 28.4% at fiscal 1997 year end.
It is management's opinion that the Company will be able to meet its liquidity
and cash needs for the foreseeable future through the 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.
New Accounting Pronouncement
During fiscal 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 128, "Earnings per Share." This statement replaces the presentation
of primary earnings per share with basic earnings per share, and will require
dual presentation of basic and diluted earnings per share on the face of the
income statement. The Company will apply the statement beginning with its
third quarter of fiscal 1998, as described in Note F of Item 1.
11
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 11, 1997.
b. Proxies for the Annual Meeting were solicited pursuant to Regulation 14
under the Securities Exchange Act of 1934; there were no solicitations in
opposition to management's nominees for director as listed in the Proxy
Statement; and all such nominees were elected.
The directors elected were Howard P. Allen, Irving W. Bailey, II, Van B.
Honeycutt, William R. Hoover, Richard C. Lawton, 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:
Votes
-------------------------------
For Withheld
------------ ------------
Howard P. Allen 65,243,955 283,815
Irving W. Bailey, II 65,272,238 255,532
Van B. Honeycutt 65,252,345 275,425
William R. Hoover 65,251,698 276,072
Richard C. Lawton 65,252,577 275,193
Leon J. Level 65,253,914 273,856
Thomas A. McDonnell 64,699,973 827,797
F. Warren McFarlan 65,270,493 257,277
James R. Mellor 65,261,326 266,444
William P. Rutledge 65,264,482 263,288
c. There was submitted to the stockholders a proposal to approve the 1997
Nonemployee Director Stock Incentive Plan, which proposal was approved by the
stockholders. The results of the vote were as follows: 57,148,501 votes cast
for, 7,985,883 votes cast against and 393,386 abstentions. There were no
broker non-votes.
12
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 April 28, 1996 by
and among the Registrant, The Continuum Company, Inc. and
Continental Acquisition, Inc. (k)
3.1 Restated Articles of Incorporation, effective
October 31, 1988 (c)
3.2 Amendment to Restated Articles of Incorporation, effective
August 10, 1992 (i)
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 November 3, 1997
10.1 Annual Management Incentive Plan, effective April 2, 1983* (a)
10.2 1978 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.3 1980 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.4 1984 Stock Option Plan, amended and restated effective
March 31, 1988* (m)
10.5 1987 Stock Incentive Plan* (b)
10.6 Schedule to the 1987 Stock Incentive Plan for United
Kingdom personnel* (b)
10.7 1990 Stock Incentive Plan* (g)
10.8 1992 Stock Incentive Plan, amended and restated effective
August 9, 1993* (m)
10.9 Schedule to the 1992 Stock Incentive Plan for United
Kingdom personnel* (p)
10.10 1995 Stock Incentive Plan* (j)
10.11 1997 Nonemployee Director Stock Incentive Plan (q)
10.12 Deferred Compensation Plan, amended and restated effective
November 4, 1996* (o)
10.13 Supplemental Executive Retirement Plan, amended and
restated effective November 4, 1996 (o)
10.14 1990 Nonemployee Director Retirement Plan, amended and
restated effective December 6, 1996 (p)
10.15 Form of Indemnification Agreement for Directors (d)
10.16 Form of Indemnification Agreement for Officers (e)
10.17 Information Technology Services Agreements with General
Dynamics Corporation, dated as of November 4, 1991 (h)
10.18 $350 million Credit Agreement dated as of September 6, 1995 (j)
10.19 First Amendment to $350 Million Credit Agreement dated
September 23, 1996 (o)
10.20 Amended and Restated Rights Agreement, effective
August 1, 1996 (n)
13
11 Statement re Computation of Per Share Earnings
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, 1996 (f)
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of
CSC Outsourcing Inc. for the fiscal year ended
December 31, 1996 (f)
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, 1996 (f)
14
Notes to Exhibit Index:
*Management contract or compensatory plan or agreement
(a)-(f) These exhibits are incorporated herein by reference to the
Company's Annual Report on Form 10-K, as amended, for the fiscal
years ended on the respective dates indicated below:
(a) March 30, 1984 (d) April 3, 1992
(b) April 1, 1988 (e) March 31, 1995
(c) March 31, 1989 (f) March 28, 1997
(g) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 filed on August 15, 1990.
(h) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated November 4, 1991.
(i) Incorporated herein by reference to the Registrant's Proxy
Statement for its August 10, 1992 Annual Meeting of Stockholders.
(j) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on November 13, 1995.
(k) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated April 28, 1996.
(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 November 12, 1996.
(p) Incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q filed on February 10, 1997.
(q) Incorporated herein by reference to the Registrant's Proxy
Statement for its August 11, 1997 Annual Meeting of Stockholders.
b. Reports on Form 8-K:
There were no reports on Form 8-K filed during the second quarter of fiscal
1998.
15
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 7, 1997 By: /s/ Denis M. Crane
-----------------------------
Denis M. Crane
Vice President and Controller
Chief Accounting Officer
16
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.5 Bylaws, amended and restated effective November 3, 1997
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule
28 Revenues by Market Sector
17